HomeMy WebLinkAboutPW Master Services Agreement; Task Order No. 85 Spinnaker Point Biological SupportDocuSign Envelope ID: 4941E850-D199-4481-80C8-DO61DA50ADOE1
City of San Rafael
MASTER CONSULTANT SERVICES AGREEMENT
DATED JANUARY 30, 2020
WITH WRA, INC.
TASK ORDER NO. 85
Environmental Discipline
Project title: Spinnaker Point Biological Support
Contract Amount: $13,000
THIS TASK ORDER is entered into on � , 2024;etween the City of San
Rafael, a municipal corporation ("City"), and WRAc., ("Consultant").
RECITALS
A. The City and Consultant have entered into a Master Consultant Services Agreement
("Agreement") dated January 30, 2020 under which Consultant has agreed to perform certain professional
consulting services for the City; and
B. Pursuant to the terms of the Agreement, the City wishes Consultant to perform certain
tasks as set forth in this Task Order, which constitute the Project;
NOW, THEREFORE, City and Consultant agree as follows:
AGREEMENT
1. Scope of services. Consultant shall provide any and all of the services set forth in Exhibit A of
this Task Order, dated July 14, 2022, as directed by the City.
JC Agcaoili shall be the Project Manager for Consultant for this Task Order. Additional professional
services may be performed by other Consultant staff with prior notice and approval by City.
a. City's duties. The City will:
(l) Determine the scope of services, as set forth in Exhibit A.
(2) Make available the project plans and specifications and other City data related to the
project, including full information as to the City's requirements.
(3) Designate Geoff Reilly as the person at the City responsible for monitoring performance
under this Task Order.
b. Consultant duties. The Consultant will:
(1) Provide and perform tasks identified in Exhibit A, Scope of Services.
(2) Provide miscellaneous consulting and other services related to the Project and not
stipulated elsewhere in this Task Order, when requested by the City in writing. A Task
Order Amendment is required if these additional services cannot be performed within the
Task Order budget.
Rev. May 2021
DocuSign Envelope ID: 4941E850-D199-4481-8OC8-DO6DA50ADOE1
City of San Rafael Master Consultant Services Agreement
Task Order
Date of'completion-, Work hours estimate. Cost estimate and bud et: Fee schedule.
With regard to each project given to Consultant that is subject to this Task Order, the time of completion,
work hours estimate, cost estimate and budget and fee schedule are set forth in Exhibit A to this Task Order.
Authorization to proceed.
The City will give Consultant authorization to proceed with the work specified in this Task Order only after
Consultant submits updated insurance certificates and endorsements, in accordance with Section 10 of the
Agreement.
Master Agreement terms; Conflicts.
Except as expressly otherwise provided herein, all terms of the Agreement shall apply to Consultant in the
performance of work pursuant to this Task Order. if there is a conflict between this Task Order and the
Agreement, this Task Order shall control.
Amendment of Task Order: Conflicts.
Except as provided in Section 1(b)(2) above, this Task Order may not be modified except by an Amended
Task Order executed and approved in the same manner as the Task Order.
Signatures. The parties have executed this Task Order, as of the date first written above.
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Rev. May 2021
DocuSign Envelope ID: 4941 E850 -Dl 99-4481-8OC8-DO6DA50ADOE1
City of San Rafael Master Consultant Services Agreement
Task Order
CITY OF SrRAFAEL
By:i`r
Jim Schutz, City Manager
Contents approved:
By: /M�a /t;cGeA,
April Miller, Public Works Director
Reviewe By
By:U o D V
e lyes ein, City At orney
CONSULTANT
DocuSigned by:
By:Jt., .5901 ,.
31660F11128048D...
Name:
Tustin semion
Title: Principal, Technical services Director
(if Consultant is a corporation, add signature
of second corporate officer)
DvcuSlgaed by:
By:6 reo W S. V.A
FF210680C3914K
Name:
Geoff smick
Title: President & CEO
Exhibits:
A Scope of work dated July 14, 2022, time of completion, work hours estimate, cost
estimate and budget, and fee schedule (Consultant's current hourly rate)
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Rev, May 2021
DocuSign Envelope ID: 4941 E850-D199-4481-8OC8-DO6DA50ADOE1
Exhibit A
SCOPE OF WORK AND ESTIMATED COST
Spinnaker Point- Biological Support
Prepared for
Theo Sanchez
City of San Rafael
Department of Public Works
111 Morphew Street
San Rafael, CA 94901
July 14, 2022
WRA Project No. 30112-1
PURPOSE
o3wra
ENVIRONMENTAL CONSULTANTS
The purpose of this Scope of Work is to provide biological services for the Spinnaker Point Project located
on Canal Street, between Bahia Way and Spinnaker Point, in the City of San Rafael, California to support
the San Francisco Bay Conservation and Development Commission (BCDC). The Project proposes to
construct 39 parking spaces in addition to reconstructing the roadway, driveway, sidewalk, curb, and
gutter system, and installing four light poles and two picnic tables.
This Scope of Work is based on the Initial Study/Mitigated Negative Declaration (IS/MND), Mitigation
Monitoring and Reporting Plan (MMRP), and the BCDC permit.
WORK PRODUCTS
• Biological monitoring for salt marsh harvest mouse
SCOPE OF WORK
Task 1: Biological Monitoring
As per Mitigation Measure 13I0-1 of the MMRP, WRA, Inc. (WRA) will provide a qualified biological
monitor on-site to monitor for the salt marsh harvest mouse (SMHM) during all vegetation removal, initial
ground -disturbing work, and exclusion fence installation. This task assumes five days of full-time
monitoring will be required. The biological monitor will conduct pre -clearance sweeps of the site
immediately prior to any of these activities occurring to ensure no salt marsh harvest mice are in the
project area. If a SMHM or potential SMHM is observed, the biological monitor will not harass or handle
the mouse. If a potentially occupied nest is observed, the biological monitor will consult with WRA's
SMHM expert for assistance (this time will be covered under a change order).
As per Mitigation Measure 13I0-1 of the MMRP, WRA will conduct weekly inspections of the exclusion
fence to ensure it is in working order. This Scope of Work assumes a maximum of eight fence checks
will be required.
2169-G East Francisco Blvd, San Rafael, CA 94901 (415) 454-8868 info@wra-ca.com www,'vvra-ca corn
DocuSign Envelope ID: 4941E850-D199-4481-80C8-DO61DA50ADOE1
Task 2: Project Management
The project management task includes coordination for compliance monitoring efforts, creation of a
compliance monitoring log, and general project management. In addition, this task covers the preparation
of a minimal worker environmental awareness program. This task does not include costs associated with
agency communication. Should agency notification is required (i.e., in the event of the take of a mouse),
time associated with this notification will be covered under a change order.
SCHEDULE
Work can begin upon execution of this Scope of Work.
STAFFING
Justin Semion will be the principal in charge of the project. Marisa Ishimatsu will be the project manager.
Geoff Reilly will provide additional project support. Other staff will be assigned to the project as necessary.
ASSUMPTIONS
The following assumptions have been made in the preparation of this Scope of Work:
• No nesting bird survey will be required since work will occur outside of the bird nesting season
(February 1 — August 31) (MMRP Measure BIO -3).
• No protocol -level Ridgway's rail surveys will be required because work will occur outside of the
season (February 1 - August 31) (MMRP Measure BIO -2).
• Daily biological monitoring will consist of no more than five days, eight hours per day on-site.
• No formal Worker Environmental Awareness Program will be prepared. A standard fact -sheet
handout will be sufficient.
Weekly exclusion fence checks will not exceed two hours on-site per visit.
• No post -construction reporting will be required.
• A 10(a)(1)(A)-permitted biologist is not required to conduct biological monitoring.
ESTIMATED COST
The estimated cost for the services described in this Scope of Work is provided below. This cost is based
on the assumptions above and normal working conditions. Costs may be reallocated between tasks, but
the total cost will not be exceeded without authorization.
Task
Task 1: Biological Monitoring
Task 2: Project Management
Total:
TERMS AND CONDITIONS
Cost
$ 10,300
$ 2,700
$13,000
This Scope of Work is subject to WRA's Standard Terms and Conditions, which are attached hereto and
incorporated herein as Exhibit A.
(Approval/ Signature Page Follows)
Scope of Work and Estimated Cost Schoen Park Modifications Project — 30112-1— July 2022
DocuSign Envelope ID: 4941E850-D199-4481-80C8-DO61DA50ADOE1
APPROVAL TO PROCEED
To authorize WRA's services and to signify their mutual intent to be legally bound by this Scope of Work
and Exhibit A, authorized representatives of the parties hereby execute this agreement, effective upon
the date when both parties have signed below.
For Client
Signature
Printed Name and Title
Email Address
Billing Information:
Name and Email (if different from above)
For WRA
Signature
Printed Name and Title
Date
Date
Scope of Work and Estimated Cost Schoen Park Modifications Project— 30112-1— July 2022
DocuSign Envelope ID: 4941E850-D199-4481-80C8-D06DA50ADOE1
EXHIBIT A
WRA, INC. — STANDARD TERMS AND CONDITIONS
1. STANDARD OF CARE: The standard of care for all professional services performed or furnished by WRA under this
Agreement will be consistent with that degree of care and skill ordinarily exercised by members of the same profession
currently practicing in the same locale under similar circumstances. No other warranty, express or implied, is made or
intended as related to the services provided. All estimates, recommendations, and opinions of WRA will be based upon the
information available to WRA at the time. Any such estimates, recommendations, and opinions are not a guarantee or
warranty as to a specific outcome or result. Further, Client agrees that WRA is not offering investment advice or services.
2. SCOPE OF WORK: CHANGES: The services to be performed under this Agreement are outlined in the attached Scope of
Work. Client understands that laws and regulations are constantly changing, and that the reactions of government agencies
and the public cannot be predicted. WRA shall not be liable for any delay that results from any cause beyond its reasonable
control. In the event of a change to WRA's scope of services, the compensation and timing for services under this
Agreement shall be adjusted by mutual agreement of the parties in the form of a written Change Order that is executed by
both parties. If Client requests that WRA procure certain materials, the parties shall execute a Change Order.
3. ESTIMATED COST; PAYMENT: The estimated not -to -exceed amount for WRA's services is outlined in the attached Scope of
Work, based on the assumptions and limitations outlined therein. Labor rates are subject to an annual increase each January.
Reimbursable expenses, including subcontractors, mileage, and equipment are charged at cost plus ten percent (10%). WRA
will invoice Client for its services monthly, based on time and expenses for actual work completed, or based on the
percentage of work completed if a fixed fee is arranged. Payment is due within 30 days of the date on the invoice. A service
charge of one and one half percent (1.5%) per month may be added to account balances over 30 days past due. If Client
disagrees with any portion of an invoice, it shall notify WRA within 10 days of receipt of the invoice and promptly pay the
portion not in dispute. If WRA requires Client to pay a retainer, the retainer amount will be held and applied to the final
invoice under the Scope of Work, with payment for all other invoices due upon receipt. Any amount invoiced in excess of
the retainer on the final invoice will be due and payable to WRA, and any unused portion of the retainer will be refunded to
Client within thirty (30) days of the date on the final invoice.
4. CONFIDENTIALITY: All data, documents, discussions and other information received from and developed for Client in
performance of this Agreement are assumed to be confidential and will not be disclosed to any person, except as authorized
in writing by Client, or as required by law. Information shall not be deemed confidential if it is or has become generally
known without any breach by WRA of this Agreement, or was rightfully acquired by WRA from a third party who was entitled
to disclose the information without confidentiality or proprietary restrictions.
5. WORK PRODUCTS: Reports, data and other products of WRA's services under this Agreement are for the sole use of
Client. Client understands and agrees that all work products resulting from WRA's efforts are intended solely for purposes
of this Agreement, and that any reuse or modifications for purposes outside this Agreement shall be at Client's sole risk.
6. CLIENT DUTIES: Client agrees to (a) provide complete requirements for, and all known information pertinent to, the Scope
of Work; (b) provide or arrange for legal access and entry to project sites; (c) provide any notices required to enable WRA's
services, or provide WRA with authorization to provide such notices; (d) give prompt written notice to WRA whenever Client
becomes aware of any development that affects the scope or timing of WRA's services; (e) make reasonable efforts to
ensure safe working conditions for WRA staff, including prompt notice of any known hazardous conditions at project sites.
If the presence of an unanticipated hazardous condition is discovered during the performance of services under this
Agreement, WRA shall notify Client and cease work. Under such circumstances, WRA will be entitled to an equitable
adjustment to the compensation and timing for services under this Agreement. WRA charges a minimum of 4 hours for
each staff member mobilized and/or en route to a project site if work is canceled by the Client with less than 12 hours'
notice, or if unanticipated hazardous conditions discovered at the site cause WRA staff to cease work. Client shall be fully
responsible for any costs, delays, or penalties that result from Client's non-compliance with applicable laws, or due to any
error, inaccuracy, ambiguity, or omission in the information provided by Client to WRA.
7. LEGAL. COUNSEL: WRA may provide guidance related to government regulations; however, WRA will not and does not
provide legal advice, and Client is advised to consult with independent legal counsel in order to interpret current laws related
to regulatory compliance. Client should also consult legal counsel prior to taking any actions on project sites, either before
or after permit issuance. Client assumes full responsibility for all of its own actions conducted on project sites that may lead
to enforcement actions by the federal or state government, or other quasi -regulatory or administrative agency, including any
and all liabilities arising out of such enforcement actions.
8. NONDISCRIMINATION: WRA and Client shall abide by the requirements of 41 CFR Parts 60 et seq. (which implement
Executive Order No. 11246, Equal Employment Opportunity) and any other applicable federal statutes, orders, regulations,
and policies. These regulations prohibit discrimination against qualified individuals based on their status as protected
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DocuSign Envelope ID: 4941E850-D199-4481-80C8-DO61DA50ADOE1
veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion,
sex, or national origin. Moreover, these regulations require that covered consultants take affirmative action to employ and
advance individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.
9. LIMITATION or LIABILITY: In no event, whether as a result of breach of contract, warranty, tort (including negligence and
strict liability) or otherwise, shall WRA or Client be liable for any special, consequential, incidental, or punitive damages.
WRA's maximum liability to Client for any and all loss or damage arising out of this Agreement shall be limited to the repair,
replacement or re -performance of the delivered services, or if repair, replacement or re -performance is impossible or
impractical, then to the insurance proceeds made available to WRA for such liability.
10. INDEMNIFICATION: Client and WRA each agree to indemnify and hold harmless the other party and its officers, directors,
partners, and employees, from all liabilities arising from claims by third parties, including reasonable attorneys' fees and
expenses, solely to the extent they are actually caused by the negligence of the indemnifying party arising out of the
performance of this Agreement, and subject to any limitations of liability contained in this Agreement. If WRA's services
include construction management, WRA has no duty to direct or supervise any separate consultants or contractors of Client,
or to provide their means, methods, or sequences, or to stop or otherwise suspend their activities. WRA shall not be
responsible for the failure of Client's separate consultants or contractors to fulfill their responsibilities, and Client agrees to
indemnify and hold harmless WRA against any liabilities arising out of such failures.
11. TERMINATION: Either party may terminate the Agreement (a) in the event of a material breach by the other party that is
not cured within seven (7) days after written notice of such breach, or (b) for any reason upon thirty (30) days' advance
notice to the other party. All work completed up to the effective notice of termination will be due and payable by Client, and
all deliverables prepared by WRA up to such time shall be provided to Client.
12. FORCE MAJEURE: Neither party shall be responsible for delay in the performance of its obligations under this Agreement
caused by an occurrence or circumstance beyond its control, including but not limited to, severe weather or other natural
catastrophes; terrorism, war, riots, strikes, lockouts or other disturbances; or acts of the government or any governmental
agencies. To the extent that WRA's services are delayed by such events, WRA will be entitled to an equitable adjustment
to the timing for services under this Agreement.
13. DISPUTE RlisoLuT1_ow ATTORNEY'S FEES: Client and WRA agree that any disputes related to this Agreement shall first
be submitted to mediation in accordance with the Construction Industry Mediation Rules of the American Arbitration
Association, effective as of the date of this Agreement. Each party is responsible for payment of its own share of costs for
mediation. In the event any legal action is commenced to enforce this Agreement, the prevailing party is entitled to
reasonable attorney's fees, costs, and expenses incurred.
14. GOVERNING LAW: This Agreement and any action for claims arising out of it shall be governed by and construed in
accordance with the laws of the State of California. The parties irrevocably and unconditionally submit to the exclusive
jurisdiction and venue (and waive any objections as to laying of venue) of (a) the United States District Court for the Northern
District of California (San Francisco) or, if such court lacks subject matter jurisdiction, (b) the Superior Courts of the State of
California, County of Marin.
15. NOTICES: Any notice provided for under this Agreement will be given in writing to the parties at the physical and/or email
addresses set forth in the Scope of Work, or to such other addresses as either party may later specify. Notice shall be
effective on the date of service if served personally, upon delivery by a nationally recognized express courier, upon receipt
if mailed by certified first class U.S. mail, or upon acknowledgement of receipt if sent by email.
16. OTHER PROVISIONS: This Agreement, including the attached Scope of Work, constitutes the entire agreement between
the parties relating to the subject matter contained herein, and supersede all prior and contemporaneous representations,
agreements, or understandings between the parties, except to the extent the parties have executed a separate
confidentiality or non -disclosure agreement, which shall remain in full force and effect. If any provision of this Agreement is
held to be void, invalid, or otherwise unenforceable, in whole or in part, the other provisions shall remain in full force and
effect. No amendment or supplement of this Agreement shall be binding unless in writing signed by both parties. No waiver
of any one provision of this Agreement shall constitute a waiver of any other provision. Except for permitted successors,
assigns, and WRA subsidiaries and affiliates, this Agreement shall not operate for the benefit of any third parties. Neither
party may assign this Agreement without the prior written consent of the other. The section headings herein are provided
for convenience, and shall not be taken into consideration in the interpretation of this Agreement. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The parties agree that the use of electronic signatures for the execution of this Agreement
shall be legally binding and shall have the same full force and effect as if signatures were by hand.
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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: Ashley Dohrmann (for JC)
Contractor Name: WRA Environmental Consultants
Contractor's Contact: Geoff Reilly
Extension:
Contact's Email: reilly@wra-ca.com
O 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
LJ
enter a date.
b. Email contract (in Word) and attachments to City
7/19/2022
Attorney c/o Laraine.Gittens@cityofsanrafael.org
7/22/2022
ZAD
2
City Attorney
a. Review, revise, and comment on draft agreement
and return to Project Manager
7/22/2022
Q GC
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
0 GC
3
Department Director
Approval of final agreement form to send to
7/28/2022
❑X AM
contractor
4
Project Manager
Forward three (3) originals of final agreement to
7/28/2022
contractor for their signature
When necessary, contractor -signed agreement
❑X N/A
5
Project Manager
agendized for City Council approval *
*City Council approval required for Professional Services
J
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
Manager
Forward signed original agreements to City
8/16/2022
AD
�roject
Attorney with printed copy of this routing form
Review and approve hard copy of signed
7
City Attorney
agreement
8
City Attorney
Review and approve insurance in PINS , and bonds
(for Public Works Contracts)
9
City Manager/ Mayor
Agreement executed by City Council authorized
2
g �7
official
10
City Clerk
Attest signatures, retains original agreement and
forwards copies to Project Manager