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PW Limited Site Investigation at Fire Station 54 & 55AGREEMENT FOR PROFESSIONAL SERVICES WITH TERRACON CONSULTANTS, INC. FOR LIMITED SITE INVESTIGATION AT FIRE STATION 54 & 55 This Agreement is made and entered into this 5 day of N ov cm Iot.y , 20 lam, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Terracon Consultants, Inc. (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY has determined that professional services are required to perform surveying services to conduct a site investigation at Fire Station 54 and Fire Station 55, City Project No. 11358; 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. Fabiola Guillen-Urfer 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. Kristin Stout 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 services as follows: CONTRACTOR shall perform the duties and/or provide services outlined in the CONTRACTOR'S proposal dated October 10, 2019, marked as Exhibit "A" attached hereto, and incorporated herein. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as described in Exhibit "A" attached hereto, and incorporated herein. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as follows: On a time and materials basis for services rendered at the hourly rates shown in CONTRACTOR'S Fee Proposal included as Exhibit "A" attached hereto, in a total contract amount not to exceed $15,065.00. 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 June 30, 2020, or on such earlier date when the work shall have been completed, unless the parties agree to extend this Agreement for another 180 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 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, which shall be at the sole risk of CITY. CONTRACTOR will not be liable for any unauthorized reuse or modification of its work product. 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 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 combined single limit. 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 claim/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 or 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 (for both ongoing and completed operations) under the policies. 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 form CG20 0104 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, except for Professional Liability, 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. 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. 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 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 5 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. 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, Director of Public Works City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 TO CONTRACTOR's Project Director: Kristin Stout Terracon Consultants, Inc. 5075 Commercial Circle, Suite D Concord, CA 94520 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 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 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. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL N Llod--� JS�Hufz, ' anager ATTEST: %tv %-V(a,, LINDSAY LARA, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTE11t, CitMttorney CONTRACTOR TERRACON CONSULTANTS, INC. By: V� L—— Name: in S�-, k S' 1 L �✓ Title of Corporate Officer: 5 d' and Lo Name: Title of Corporate Officer: Exhibit A Irerracon October 10, 2019 City of San Rafael/DPW 111 Morphew Street San Rafael, California 94901 Attn: Ms. Faby Guillen P: (415) 485-3435 E: Fabiola.GuillenUrfercD-citvofsanrafael.com Re: Proposal for Limited Site Investigation San Rafael Fire Station 54 46 Castro Avenue San Rafael, Marin County, California 94901 Terracon Proposal No. PNB197217 Dear Ms. Youmans: Terracon Consultants, Inc. (Terracon) appreciates the opportunity to submit this proposal to LCA Architects (client) to conduct a Limited Site Investigation (LSI) at the above -referenced site. The purpose of this LSI is to assess recognized environmental conditions (RECs) and/or site concerns identified in Terracon's Phase I Environmental Site Assessment (ESA) Report No. NB197123.1, dated September 6, 2019. Scope of Services LSI to include advancement of: (see Section 2.0 of attached Three Temporary Sampling Wells (TSW1 and TSW2 Proposal Detail) Three sub -slab soil vapor pins (VP1 through VP2). Refer to the attached Exhibit 1 for proposed sampling locations. Schedule Delivery of report within 35 business days following receipt of (see Section 3.0 of attached authorization -to -proceed. Proposal Detail) Compensation (see Section 3.0 of attached Lump sum fee of 15,065. Proposal Detail) We have attached an Agreement for Services that is incorporated into this proposal and that you must sign to authorize us to do this work. Refer to the attached proposal detail for assumptions and limitations. This proposal is valid for 60 days. We appreciate the opportunity to provide this proposal and look forward to working with you on this project. If this proposal meets with your approval, please sign the attached Agreement for Services and return a copy to our Sacramento office. Project initiation may be expedited by emailing a signed copy to the undersigned. Terracon Consultants, Inc. 50 Golden Land Ct, Ste 100 Sacramento, CA 95834-2425 P 916-928-4690 F 916-928-4697 terracon.com Proposal for Limited Site Investigation San Rafael Fire Station 54 San Rafael, California October 10, 2019 Terracon Proposal No. PNB197217 F ".:. ; � (-, F .. If you should have any questions or comments regarding this proposal, please contact either of the undersigned at (916) 928-4697. Sincerely, lrerracon Kristin Stout . S -Cott Gable Senior Scientist Professional Geologist Attachments: Proposal Detail Exhibit 1 — Site Diagram with Proposed Sampling Locations Table 1 — Sampling and Analytical Program Agreement for Services Responsive Resourceful Reliable 2 LIMITED SITE INVESTIGATION (LSI): PROPOSAL DETAIL San Rafael Fire Station 54 San Rafael, California October 10, 2019 Terracon Proposal No. PNB197217 1.0 PROJECT INFORMATION The site is located at 46 Castro Avenue (former 46 West Railroad Avenue) in San Rafael, Marin County, California (Assessor Parcel Number [APN] 009-19-106) and consists of an approximately 0.29 -acres tract of land. The site is improved with San Rafael Fire Station 54, an approximately 4,200 -square foot (SF) fire station consisting of residential quarters and an apparatus bay. Additional site improvements include an asphalt -paved parking lot, limited landscaping, and utilities. The site currently operated as a fire station. 2.0 SCOPE OF SERVICES At your request, the proposed scope of services is in response to the results of Terracon's Phase I Environmental Site Assessment (ESA) Report No. NB197123.1, dated September 6, 2019, which identified the following recognized environmental conditions (RECs) and/or site concerns. REC/Site Concern Description The presence of total petroleum hydrocarbons as diesel (TPH-d) and West Railroad Pump tetrachloroethene (PCE) detected in the groundwater in the up -gradient Station / A Touch of Class / adjoining facility West Railroad Pump Station and the historical use of Orchid Express halogenated organic compounds at A Touch of Class / Orchid Express also located up -gradient to the site represents a REC to the site. 2.1 Objectives The objective of the proposed LSI is to assess the presence of chemicals commonly associated with the identified REC and/or site concerns at concentrations above laboratory reporting limits in the on- site soil, groundwater, and soil vapor. 2.2 Sampling and Laboratory Analytical Program Three soil borings will be completed as temporary sampling wells (TSW1 — TSW3) and three sub -slab vapor pins (VP1 — VP3) will be advanced within the footprint of the existing on-site building. Refer to the attached Exhibit 1 for the proposed sample locations. The proposed sampling locations may be modified in the field to account for utility clearance, access limitations, and/or site conditions. The client will be notified of any significant modifications to the sampling locations. The sampling and analytical program, including the number and types of samples and laboratory analyses, is detailed in the attached Table 1. Investigation and sample collection procedures will be conducted in accordance with local industry standard practices. Temporary investigation locations will be plugged and abandoned in accordance with applicable state requirements. Rebij—isive i ixiz C6U ILtC vui i ixuiiauju LIMITED SITE INVESTIGATION (LSI): PROPOSAL DETAIL San Rafael Fire Station 54 San Rafael, California October 10, 2019 Terracon Proposal No. PNB197217 Investigation -derived waste (IDW) resulting from the LSI will be handled per state requirements. IDW will be transported to and disposed at an approved receiving facility per federal and state regulations, using a waste profile based on the soil sampling results. The estimated fee assumes transport and disposal of up to one 55 -gallon drum of non -hazardous IDW. Client or its authorized agent will be responsible for signing the waste manifest, as required, or authorizing Terracon to sign on its behalf. 2.3 Preparation of LSI Report Following site activities and receipt of the laboratory analytical results, a report will be prepared that will include the following: Documentation of field activities; Site plan showing pertinent site features; Cl Soil boring/monitoring well logs; © Analytical laboratory results; r Data evaluation and presentation of findings; and, Recommendations concerning further action, if necessary. The final written report will reflect results, findings, and recommendations, and, as such, will take precedence over any verbal reports that Terracon personnel may have provided. The analysis, comments and recommendations presented in the final written report will be based on the information collected as discussed in this proposal. 3.0 SCHEDULE AND FEE It is estimated that the LSI report will be submitted to client within 35 business days following receipt of authorization to proceed. The actual project schedule will be based on the availability of environmental drillers and other subcontractors. If schedule delays are anticipated based on subcontractor availability, weather, and/or encountered site conditions, the client will be contacted to discuss changes in the schedule. Standard analytical laboratory turnaround is seven business days. If you would like expedited laboratory turnaround, contact us for the options and associated fees. The Scope of Services outlined in this proposal will be conducted for a lump sum fee of $15,400. The breakdown has been provided below: Prefield Activities $2,875 (i.e. Obtain Boring Permit, USA 811 North Mark -Out, Health and Safety Plan) Field Activities $8,515 (Two Field Staff, One -Day, Direct Push Drill Rig, Geophysical Survey, IDW) Laboratory Analysis $1,750 Report $1,925 TOTAL: $15,065 i,"jiuiisive ■ Resourceful ■ Reliable 2 LIMITED SITE INVESTIGATION (LSI): PROPOSAL DETAIL San Rafael Fire Station 54 San Rafael, California October 10, 2019 Terracon Proposal No. PNB197217 If, as a result of these services, additional services are required that are outside the scope of this proposal, you will be contacted to discuss associated costs. Client authorization will be obtained prior to commencement of additional services outside the scope of this proposal. Transportation and disposal of removed soil cuttings, development water, or other investigation -derived waste (IDW) materials is included in the scope of services and estimated fee. Terracon anticipates generating approximately one drum of soil, groundwater, and/or equipment cleaning water during the LSI activities. Client or its authorized agent will be responsible for signing the waste manifest, as required, or authorizing Terracon to sign on its behalf. 4.0 CONDITIONS If soil, groundwater, or other environmental releases are discovered during the LSI, the owner, operator, or similar responsible party may have release reporting obligations under applicable state law or regulations. The scope of services and estimated fee were based on the assumptions and limitations noted below. Assumptions Client will provide to Terracon, prior to mobilization, legal right of entry to the site (and other areas if required) to conduct the scope of services. Client will notify Terracon, prior to mobilization, of any restrictions, special site access requirements, or known potentially hazardous conditions at the site (e.g., hazardous materials or processes, specialized protective equipment requirements, unsound structural conditions, etc.). Terracon anticipates potentially damaging floor material in the dorm, kitchen, locker room, and/or bay area. Terracon will patch the flooring material with Quickcrete cement. Field services will be performed in Level D personal protective equipment (PPE). Client will be responsible for additional costs should an upgrade to PPE be required due to conditions encountered at site. Public utilities will be located using applicable state, regional, and/or local utility locate services or one -call centers. Location of utilities on private land that are not located by these public services will be the responsibility of the client and/or property owner/operator. Services can be performed Monday through Friday, 7:00 am to 7:00 pm. Traffic control services are not required. The site is readily accessible by truck. If any of these assumptions or conditions are not accurate or change during the project, the stated fee is subject to change. Responsive ■ resourceful ■ Reliable 3 LIMITED SITE INVESTIGATION (LSI): PROPOSAL DETAIL San Rafael Fire Station 54 San Rafael, California October 10, 2019 Terracon Proposal No. PNB197217 Limitations Terracon's services will be performed in a manner consistent with generally accepted practices of the profession undertaken in similar studies in the same geographic area during the same period. Terracon makes no warranties, express or implied, regarding its services, findings, conclusions or recommendations. Please note that Terracon does not warrant the services of laboratories, regulatory agencies or other third parties supplying information used in the preparation of the report. These LSI services will be performed in accordance with the scope of services agreed with you, our client, as set forth in this proposal and are not intended to be in strict conformance with ASTM E1903-11. Certain indicators of subsurface impacts may be inaccessible, nondetectable, or not present during these services, and we cannot represent that the site contains no hazardous substances, petroleum products, or other latent conditions beyond those identified during this LSI. Subsurface conditions are subject to spatial and temporal variability. Our findings, conclusions, and recommendations will be based solely upon data obtained at the time and within the scope of these services. Reliance The LSI report will be prepared for the exclusive use and reliance of City of San Rafael (client). Reliance by any other party is prohibited without the written authorization of the client and Terracon. Reliance on the LSI by the client and all authorized parties will be subject to the terms, conditions, and limitations stated in the Agreement for Services, sections of this proposal incorporated therein, the Reliance Agreement, and the LSI report. The defined contractual limitation of liability is the aggregate limit of Terracon's liability to the client and all relying parties. Responsive ■ Resourceful ■ Reliable 4 k S Z x w g \ 0 2 .� & .0 .:§ # LO % ura 2 � � > \ƒ r�3 3 3 Rc } k/k = 0 M /� b m I ILk m .7 % _ 0 @ E -j E U) J / E @ 0- X o U)L- CL k CL w / « 9 0 2 .� & .0 .:§ # LO % ura &/ C:m \ > \ƒ r�3 3 3 Rc } k/k = 7 iia) /� b m I ILk m § % _ m & 0 .:§ k ura 2 m z Qj \ m \ƒ �� � } m = 7 � � /� \ � m m c .:§ / Ems§ 2 m z Qj m \ƒ �� k wzLn ± ews \ © § > ) I ILk 2 / ƒ § \j\ --) §/\\ k z Qj a ¥e=e zE2 wzLn ± ews ■ J � / E \J\ 7� 2 / ƒ \j\ 0 Of § 2 , .� Co I f M&(D d 4& 3 t k ID A _ > f > 2 > -0 « LL 3 U- t f 2 c - k E cc T �)�` { § G G S I a ¥ ¥ /I \ / \ a ` ` ` § § § { > > >MI _ §co > > > 7 co - / CL f f f ) } m£ © \ \ \ u a u o 0 EIM f ■ d ' f cm £ ca 0 �{ _ 2 § CL Xlcn- �9� )/ E j 21 - 5. i FL CL 0 �IN � « ■ ) f S S S - ± e TI \ 2 LL U) ® 2 \ c \ - / - © E ) U L) 0 + . kk _ % ±- § § c a e V) > > > Ja. il -k `o § 2 - (! ° § 0 0- [ R m zk� cc -- k 5 f§ F 2. Cl? M Cl? 0 k ) \ & kka LUa R / Q / {daf �- ; ca 21 J\ {2 to | �� �\ \\ ] 6{ �� A ] R/{( {§ M] M EL 212 a"' 7k®§$ kk/ \ ° § 2� » % ; � ° e n- m _ o f �� ■ . - mf @E/ / M MI E � cn§am)�* f¥e E �d�4� of � k}0 E} IL )`g ACL\ E 7(k ƒ(/@{kklo} 7) cc %�7f C-4 co lk��)/4 CL 0� //} k > > B�mF-WIMc #%R �o )k f�M Irerraco Reference Number PNB197217 AGREEMENT FOR SERVICES This AGREEMENT is between City of San Rafael/DPW ('Client') and Terracon Consultants, Inc. ("Consultant") for Services to be provided by Consultant for Client on the San Rafael Fire Station #54 project ("Project"), as described in Consultant's Proposal dated 10/10/2019 ("Proposal"), including but not limited to the Project Information section, unless the Project is otherwise described in Exhibit A to this Agreement (which section or Exhibit is incorporated into this Agreement). 7. Scope of Services. The scope of Consultant's services is described in the Proposal, including but not limited to the Scope of Services section ("Services"), unless Services are otherwise described in Exhibit B to this Agreement (which section or exhibit is incorporated into this Agreement). Portions of the Services may be subcontracted. Consultant's Services do not include the investigation or detection of, nor do recommendations in Consultant's reports address the presence or prevention of biological pollutants (e.g., mold, fungi, bacteria, viruses, or their byproducts) or occupant safety issues, such as vulnerability to natural disasters, terrorism, or violence. If Services include purchase of software, Client will execute a separate software license agreement. Consultant's findings, opinions, and recommendations are based solely upon data and information obtained by and furnished to Consultant at the time of the Services. 2. Acceptance/ Termination. Client agrees that execution of this Agreement is a material element of the consideration Consultant requires to execute the Services, and if Services are initiated by Consultant prior to execution of this Agreement as an accommodation for Client at Client's request, both parties shall consider that commencement of Services constitutes formal acceptance of all terms and conditions of this Agreement. Additional terms and conditions may be added or changed only by written amendment to this Agreement signed by both parties. In the event Client uses a purchase order or other form to administer this Agreement, the use of such form shall be for convenience purposes only and any additional or conflicting terms it contains are stricken. This Agreement shall not be assigned by either party without prior written consent of the other party. Either party may terminate this Agreement or the Services upon written notice to the other. In such case, Consultant shall be paid costs incurred and fees earned to the date of termination plus reasonable costs of closing the Project. 3. Change Orders. Client may request changes to the scope of Services by altering or adding to the Services to be performed. If Client so requests, Consultant will return to Client a statement (or supplemental proposal) of the change setting forth an adjustment to the Services and fees for the requested changes. Following Client's review, Client shall provide written acceptance. If Client does not follow these procedures, but instead directs, authorizes, or permits Consultant to perform changed or additional work, the Services are changed accordingly and Consultant will be paid for this work according to the fees stated or its current fee schedule. If project conditions change materially from those observed at the site or described to Consultant at the time of proposal, Consultant is entitled to a change order equitably adjusting its Services and fee. 4. Compensation and Terms of Payment. Client shall pay compensation for the Services performed at the fees stated in the Proposal, including but not limited to the Compensation section, unless fees are otherwise stated in Exhibit C to this Agreement (which section or Exhibit is incorporated into this Agreement). If not stated in either, fees will be according to Consultant's current fee schedule. Fee schedules are valid for the calendar year in which they are issued. Fees do not include sales tax. Client will pay applicable sales tax as required by law. Consultant may invoice Client at least monthly and payment is due upon receipt of invoice. Client shall notify Consultant in writing, at the address below, within 15 days of the date of the invoice if Client objects to any portion of the charges on the invoice, and shall promptly pay the undisputed portion. Client shall pay a finance fee of 1.5% per month, but not exceeding the maximum rate allowed by law, for all unpaid amounts 30 days or older. Client agrees to pay all collection -related costs that Consultant incurs, including attorney fees. Consultant may suspend Services for lack of timely payment. It is the responsibility of Client to determine whether federal, state, or local prevailing wage requirements apply and to notify Consultant if prevailing wages apply. If it is later determined that prevailing wages apply, and Consultant was not previously notified by Client, Client agrees to pay the prevailing wage from that point forward, as well as a retroactive payment adjustment to bring previously paid amounts in line with prevailing wages. Client also agrees to defend, indemnify, and hold harmless Consultant from any alleged violations made by any governmental agency regulating prevailing wage activity for failing to pay prevailing wages, including the payment of any fines or penalties. S. Third Party Reliance. This Agreement and the Services provided are for Consultant and Client's sole benefit and exclusive use with no third party beneficiaries intended. Reliance upon the Services and any work product is limited to Client, and is not intended for third parties other than those who have executed Consultant's reliance agreement, subject to the prior approval of Consultant and Client. 6. LIMITATION OF LIABILITY. CLIENT AND CONSULTANT HAVE EVALUATED THE RISKS AND REWARDS ASSOCIATED WITH THIS PROJECT, INCLUDING CONSULTANT'S FEE RELATIVE TO THE RISKS ASSUMED, AND AGREE TO ALLOCATE CERTAIN OF THE ASSOCIATED RISKS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CONSULTANT (AND ITS RELATED CORPORATIONS AND EMPLOYEES) TO CLIENT AND THIRD PARTIES GRANTED RELIANCE IS LIMITED TO THE GREATER OF $50,000 OR CONSULTANT'S FEE, FOR ANY AND ALL INJURIES, DAMAGES, CLAIMS, LOSSES, OR EXPENSES (INCLUDING ATTORNEY AND EXPERT FEES) ARISING OUT OF CONSULTANT'S SERVICES OR THIS AGREEMENT. PRIOR TO ACCEPTANCE OF THIS AGREEMENT AND UPON WRITTEN REQUEST FROM CLIENT, CONSULTANT MAY NEGOTIATE A HIGHER LIMITATION FOR ADDITIONAL CONSIDERATION IN THE FORM OF A SURCHARGE TO BE ADDED TO THE AMOUNT STATED IN THE COMPENSATION SECTION OF THE PROPOSAL. THIS LIMITATION SHALL APPLY REGARDLESS OF AVAILABLE PROFESSIONAL LIABILITY INSURANCE COVERAGE, CAUSE(S), OR THE THEORY OF LIABILITY, INCLUDING NEGLIGENCE, INDEMNITY, OR OTHER RECOVERY. THIS LIMITATION SHALL NOT APPLY TO THE EXTENT THE DAMAGE IS PAID UNDER CONSULTANT'S COMMERCIAL GENERAL LIABILITY POLICY. 7. Indemnity/Statute of Limitations. Consultant and Client shall indemnify and hold harmless the other and their respective employees from and against legal liability for claims, losses, damages, and expenses to the extent such claims, losses, damages, or expenses are legally determined to be caused by their negligent acts, errors, or omissions. In the event such claims, losses, damages, or expenses are legally determined to be caused by the joint or concurrent negligence of Consultant and Client, they shall be borne by each party in proportion to its own negligence under comparative fault principles. Neither party shall have a duty to defend the other party, and no duty to defend is hereby created by this indemnity provision and such duty is explicitly waived under this Agreement. Causes of action arising out of Consultant's Services or this Agreement regardless of cause(s) or the theory of liability, including negligence, indemnity or other recovery shall be deemed to have accrued and the applicable statute of limitations shall commence to run not later than the date of Consultant's substantial completion of Services on the project. S. Warranty. Consultant will perform the Services in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions in the same locale. EXCEPT FOR THE STANDARD OF CARE PREVIOUSLY STATED, CONSULTANT MAKES NO WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, RELATING TO CONSULTANT'S SERVICES AND CONSULTANT DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. Insurance. Consultant represents that it now carries, and will continue to carry: (i) workers' compensation insurance in accordance with the laws of the states having jurisdiction over Consultant's employees who are engaged in the Services, and employer's liability insurance ($1,000,000); (ii) Page 1 of 2 Rev. 5-19 Reference Number: PNB197217 . commercial general liability insurance ($1,000,000 occ / $2,000,000 agg); (iii) automobile liability insurance ($1,000,000 B.I. and P.D. combined single limit); and (iv) professional liability insurance ($1,000,000 claim / agg). Certificates of insurance will be provided upon request. Client and Consultant shall waive subrogation against the other party on all general liability and property coverage. 10. CONSEQUENTIAL DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE; LOSS OF USE OR OPPORTUNITY; LOSS OF GOOD WILL; COST OF SUBSTITUTE FACILITIES, GOODS, OR SERVICES; COST OF CAPITAL; OR FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR EXEMPLARY DAMAGES. 11. Dispute Resolution. Client shall not be entitled to assert a Claim against Consultant based on any theory of professional negligence unless and until Client has obtained the written opinion from a registered, independent, and reputable engineer, architect, or geologist that Consultant has violated the standard of care applicable to Consultant's performance of the Services. Client shall provide this opinion to Consultant and the parties shall endeavor to resolve the dispute within 30 days, after which Client may pursue its remedies at law. This Agreement shall be governed by and construed according to Kansas law. 12. Subsurface Explorations. Subsurface conditions throughout the site may vary from those depicted on logs of discrete borings, test pits, or other exploratory services. Client understands Consultant's layout of boring and test locations is approximate and that Consultant may deviate a reasonable distance from those locations. Consultant will take reasonable precautions to reduce damage to the site when performing Services; however, Client accepts that invasive services such as drilling or sampling may damage or alter the site. Site restoration is not provided unless specifically included in the Services. 13. Testing and Observations. Client understands that testing and observation are discrete sampling procedures, and that such procedures indicate conditions only at the depths, locations, and times the procedures were performed. Consultant will provide test results and opinions based on tests and . field observations only for the work tested. Client understands that testing and observation are not continuous or exhaustive, and are conducted to reduce - not eliminate - project risk. Client shall cause all tests and inspections of the site, materials, and Services performed by Consultant to be timely and properly scheduled in order for the Services to be performed in accordance with the plans, specifications, contract documents, and Consultant's recommendations. No claims for loss or damage or Injury shall be brought against Consultant by Client or any third party unless all tests and inspections have been so performed and Consultant's recommendations have been followed. Unless otherwise stated in the Proposal, Client assumes sole responsibility for determining whether the quantity and the nature of Services ordered by Client is adequate and sufficient for Client's intended purpose. Client is responsible (even if delegated to contractor) for requesting services, and notifying and scheduling Consultant so Consultant can perform these Services. Consultant is not responsible for damages caused by Services not performed due to a failure to request or schedule Consultant's Services. Consultant shall not be responsible for the quality and completeness of Client's contractor's work or their adherence to the project documents, and Consultant's performance of testing and observation services shall not relieve Client's contractor in any way from its responsibility for defects discovered in its work, or create a warranty or guarantee. Consultant will not supervise or direct the work performed by Client's contractor or its subcontractors and is not responsible for their means and methods. The extension of unit prices with quantities to establish a total estimated cost does not guarantee a maximum cost to complete the Services. The quantities, when given, are estimates based on contract documents and schedules made available at the time of the Proposal. Since schedule, performance, production, and charges are directed and/or controlled by . others, any quantity extensions must be considered as estimated and not a guarantee of maximum cost. 14. Sample Disposition, Affected Materials, and Indemnity. Samples are consumed in testing or disposed of upon completion of the testing procedures (unless stated otherwise in the Services). Client shall furnish or cause to be furnished to Consultant all documents and information known or available to Client that relate to the identity, location, quantity, nature, or characteristic of any hazardous waste, toxic, radioactive, or contaminated . materials ("Affected Materials") at or near the site, and shall immediately transmit new, updated, or revised information as it becomes available. Client agrees that Consultant is not responsible for the disposition of Affected Materials unless specifically provided in the Services, and that Client is responsible for directing such disposition. In no event shall Consultant be required to sign a hazardous waste manifest or take title to any Affected Materials. Client shall have the obligation to make all spill or release notifications to appropriate governmental agencies. The Client agrees that Consultant neither created nor contributed to the creation or existence of any Affected Materials conditions at the site and Consultant shall not be responsible for any claims, losses, or damages allegedly arising out of Consultant's performance of Services hereunder, or for any claims against Consultant as a generator, disposer, or arranger of Affected Materials under federal, state, or local law or ordinance. 15. Ownership of Documents. Work product, such as reports, logs, data, notes, or calculations, prepared by Consultant shall remain Consultant's property. Proprietary concepts, systems, and ideas developed during performance of the Services shall remain the sole property of Consultant. Files shall be maintained in general accordance with Consultant's document retention policies and practices. 16. Utilities. Unless otherwise stated in the Proposal, Client shall provide the location and/or arrange for the marking of private utilities and subterranean structures. Consultant shall take reasonable precautions to avoid damage or injury to subterranean structures or utilities. Consultant shall not be responsible for damage to subterranean structures or utilities that are not called to Consultant's attention, are not correctly marked, including by a utility locate service, or are incorrectly shown on the plans furnished to Consultant. 17. Site Access and Safety. Client shall secure all necessary site related approvals, permits, licenses, and consents necessary to commence and complete the Services and will execute any necessary site access agreement. Consultant will be responsible for supervision and site safety measures for its own employees, but shall not be responsible for the supervision or health and safety precautions for any other parties, including Client, Client's contractors, subcontractors, or other parties present at the site. Consultant:a con onsultants, Inc. Client: By: Date: 10/10/201_9_ By: Namelritle: Kr4tin Stout / Senior Scientist Name/Title: Address: 50 Golden Land Ct, Ste 100 Address: Sacramento, CA 95834-2425 Phone: (916) 928-4690 Fax: (916) 928-4697 Phone: Email: Kristin.Stout@terracon.com Email: Clt� of San Rafael/DPW Date: Faby Guillen / Project Manager 111 Morphew Street San Rafael, CA 94901 Fax: Fabiola.GuillenUrfer@cityofsanrafael.org Page 2 of 2 Rev. 5-19 P,tx RA FqF a S F z O ,ry WITH P' 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: Faby Guillen-Urfer Extension: 3435 Contractor Name: LEA Arehiteets 1ev,(0.0 OY\ Contractor's Contact: Kristin Stout Contact's Email: kristen.stout@terracon.com ❑ 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 10/10/2019 IK Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement CIi(VI � Vt and return to Project Manager enIer L't/d , 1� Alra— b. Confirm insurance requirements, create Job on Click h irJe /�1 Department Director PINS, send PINS insurance notice to contractor e tP�,API!`�'7 � 3 Approval of final agreement form to send to Click or tap ❑ contractor to enter a Project Manager Forward three (3) originals of final agreement to elate. 4 Click here to ❑ contractor for their signature enter a date. 5 Project Manager When necessary, contractor -signed agreement ❑ N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City City Attorney Attorney with printed copy of this routing form 7 Review and approve hard copy of signed City Attorney agreement Review and approve insurance in PINS, and bonds n e1 8 `)ll JIq (for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized City Clerk official 10 Attest signatures, retains original agreement and forwards copies to Project Manager