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HomeMy WebLinkAboutPW Engineering and Consulting ServicesAGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND AL CORNWELL FOR ENGINEERING AND CONSULTING SERVICES This Agreement is made and entered into as of J U n Ill 2023 (the "Effective Date"), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and AL CORNWELL, an individual (hereinafter "CONSULTANT"). CITY and CONSULTANT may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement." RECITALS A. CITY desires to secure professional services more fully described in this Agreement, at Exhibit A, entitled "SCOPE OF SERVICES"; and B. CONSULTANT represents that it, and its subcontractors, if any, have the professional qualifications, expertise, and necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of CITY; and C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for. NOW, THEREFORE, the parties hereby agree as follows: AGREEMENT Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as "Services") to satisfactorily complete the work required by CITY at its sole risk and expense. Services to be provided to CITY are more fully described in Exhibit A entitled "SCOPE OF SERVICES." 2. COMPENSATION. In consideration for CONSULTANT's complete performance of Services, CITY shall pay CONSULTANT for all materials provided and services rendered by CONSULTANT at the unit rates and rates per hour for labor, as set forth in Exhibit A, for a total amount not to exceed $50,000. CONSULTANT will bill City on a monthly basis for Services provided by Rev. 08.22 1 CONSULTANT during the preceding month, subject to verification by CITY. CITY will pay CONSULTANT within thirty (30) days of City's receipt of invoice. TERM OF AGREEMENT. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on February 20, 2023 and terminate on May 20, 2024. 4. PROJECT COORDINATION. A. CITY'S Project Manager. April Miller 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. Al Cornwell is hereby designated as the PROJECT DIRECTOR for CONSULTANT. 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. 5. 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 parry 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 parry 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 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. 6. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT 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. 08.22 2 7. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 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. INSURANCE REQUIREMENTS. During the term of this Agreement, and for any time period set forth in Exhibit B, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit B. 10. LIMITATION OF LIABILITY. CITY agrees that to the fullest extent permitted by law, CONSULTANT's total liability to CITY and all third Parties for any or all injuries, claims, losses, expenses or damages whatsoever arising out of or in any way related to the Project or this Agreement from any cause or causes including, but not limited to, the CONSULTANT's negligence, errors, omissions, breach of contract or breach of warranty shall not exceed the greater of $10,000.00 or CONSULTANT's total fee actually paid and received for the Project under this Agreement. 11. 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. 12. COMPLIANCE WITH ALL LAWS. CONSULTANT 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. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT 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, v 08.22 ordinances, codes or regulations. 13. 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. 14. 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: April Miller, Director of Public Works 111 Morphew Street San Rafael, CA 94901 15. INDEPENDENT CONTRACTOR. To CONSULTANT's Project Director: Al Cornwell PO Box 150191 San Rafael, CA 94901 For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, 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 Contractor and not that of an employee of CITY. 16. 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 CONSULTANT 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 CONSULTANT and the CITY. 08.22 4 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. 17. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 18. 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. 19. 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. 20. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code, and CONSULTANT 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). 21. SURVIVAL OF TERMS. Any terms of this Agreement that by their nature extend beyond the term (or termination) of this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective successors and assigns. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 08.22 5 23. _ COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed by electronic signature and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. [Signatures are on the following page. ] Y 08.22 6 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CyY16,911W.11\ I;7\VA01F _..Nine A:rnv(a (or !_ Lin 13._10 35 JIM SCHUTZ, City Manager APPROVED AS TO FORM: Office of the City Attorney By: GENEVIEVE COYLE, Assistant City Attorney ATTEST: City Clerk Lin, fray La -a Lindsay Lara un 12, 2023 09:10 PDT1 LINDSAY LARA, City Clerk 08.22 7 CONSULTANT: al 101-hwell al poi welI (May 23, 2023 06:13 PDT) By: al Cornwell Name: al Cornwell Title: engineer [If CONSULTANT is a corporation, add signature of second corporate officer] By: Name: Title: EXHIBIT A SCOPE OF SERVICES The Services to be performed for CITY by CONSULTANT under this Agreement are more fully described in this Exhibit A. Consultant shall be compensated for the following engineering and consulting services at the hourly rate of $250 per hour as well as reimbursement for expenses related to such services: 1. Assist with the completion of the Loch Lomond Marina project through acceptance by the City 2. Assist with preparing the annual Engineers Report for the following Assessment Districts: Loch Lomond 10, Pt. San Pedro Road and Bay Point Lagoons, and Community Facilities District No. 2 (Loch Lomond Marina) Except as agreed in writing, Consultant shall not be considered the engineer of record or be obligated to seal or stamp any documents for the Loch Lomond Marina. Consultant will seal or stamp any documents for the Assessment Districts known as Loch Lomond 10 District, Pt San Pedro Road Landscape District, Bay Point Lagoons District, and Community Facilities District No. 2 (Loch Lomond Marina). Consultant shall have no other obligations or responsibilities for the Project except as agreed to in writing. All of Consultant's actions, communications, and services relative to the Projects shall be subject to this Agreement. Additional Services: Additional Services will be subject to review and agreement by both Parties prior to start of additional services. Where Cornwell believes additional services are appropriate, Cornwell shall notify Client. Client shall respond within three (3) business days to such notification. If Client does not respond within such time period, at his option and based on his professional judgment, Cornwell may proceed with such services on a time -and -material basis based on his current Rate Schedule to be paid by Client or decline to proceed with such services based on a lack of authorization. Rev. 08.22 A-1 EXHIBIT B INSURANCE REQUIREMENTS During the term of this Agreement, and for any time period set forth below, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: [Intentionally omitted] 2. Automobile liability. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of five hundred thousand dollars ($500,000) per occurrence. [Intentionally omitted] 4. Workers' compensation. If it employs any person, CONSULTANT shall maintain workers' 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 workers' compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or workers' 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 CONSULTANT's insurance policies shall be "primary and noncontributory" 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 form CG20 0104 13. 3. Except for professional liability insurance or workers' 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 CONSULTANT may acquire against Rev. 08.22 B-1 CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the Effective Date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the CONSULTANT under this Agreement. 9. CONSULTANT agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT, except as with respect to limits. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. CONSUTLANT agrees that upon request by CITY, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the performance of Services will be submitted to CITY for review. 10. CONSULTANT agrees to be responsible for ensuring that no contract used by any party involved in any way with the Services reserves the right to charge CITY or CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against CITY for payment of premiums or other amounts with respect thereto. C. Deductibles and SIR's. Any deductibles or self -insured retentions in CONSULTANT's insurance policies must be declared to and approved by the CITY 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 08.22 B-2 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. D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER 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 form and sufficiency by the CITY. 08.22 B-3 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: Nataly Torres (for Stephen Acker) Extension: 3353 Contractor Name: Al Cornwell Contractor's Contact: Al Cornwell Contact's Email: al@cornwe11205O.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 5/4/2023 Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑X NT 2 City Attorney a. Review, revise, and comment on draft agreement 5/18/2023 and return to Project Manager 5/18/2023 ❑X NT b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor ❑X NT 3 Department Director Approval of final agreement form to send to 5/19/2023 ❑X AM contractor Forward three (3) originals of final agreement to 4 Project Manager 5/22/2023 ❑X contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑X 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 Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed 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 official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager PSA - Al Cornwell - Engineering and Consulting Services Final Audit Report Created: 2023-05-22 By: Nataly Torres (nataly.torres@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAAiYrco4FR-XVMQg2slVL6KOBIJQ3giWsL 2023-06-12 "PSA - Al Cornwell - Engineering and Consulting Services" Histo ry Document created by Nataly Torres (nataly.torres@cityofsanrafael.org) 2023-05-22 - 11:56:03 PM GMT '. Document emailed to al@cornwe11205O.com for signature 2023-05-23 - 0:04:48 AM GMT Email viewed by al@cornwe11205O.com 2023-05-23 - 3:02:05 AM GMT 60 Signer al@cornwe11205O.com entered name at signing as al cornwell 2023-05-23 - 1:13:02 PM GMT 60 Document e-signed by al cornwell (al@cornwe11205O.com) Signature Date: 2023-05-23 - 1:13:04 PM GMT - Time Source: server 2+ Document emailed to Laraine Gittens (laraine.gittens@cityofsanrafael.org) for approval 2023-05-23 - 1:13:05 PM GMT Email viewed by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2023-05-30 - 6:07:33 PM GMT c'y New document URL requested by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2023-05-30 - 6:07:36 PM GMT 6© Document approved by Laraine Gittens (laraine.gittens@cityofsanrafael.org) Approval Date: 2023-05-30 - 6:17:25 PM GMT - Time Source: server C'. Document emailed to Genevieve Coyle(genevieve.coyle@cityofsanrafael.org) for signature 2023-05-30 - 6:17:27 PM GMT SAN RAFAEL Adobe by rNF ury ear� a mnvoa Acrobat Sign ,n Email viewed by Genevieve Coyle (genevieve.coyle@cityofsanrafael.org) 2023-05-31 - 3:04:21 AM GMT b© Document e-signed by Genevieve Coyle(genevieve.coyle@cityofsanrafael.org) Signature Date: 2023-05-31 - 3:05:03 AM GMT - Time Source: server 7-4 Document emailed to city.clerk@cityofsanrafael.org for approval 2023-05-31 - 3:05:05 AM GMT ,) Email viewed by city.clerk@cityofsanrafael.org 2023-05-31 - 2:38:56 PM GMT 40 Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi 2023-05-31 - 2:39:09 PM GMT GS© Document approved by Brenna Nurmi (city.clerk@cityofsanrafael.org) Approval Date: 2023-05-31 - 2:39:11 PM GMT - Time Source: server E-'y Document emailed to jim.schutz@cityofsanrafael.org for signature 2023-05-31 - 2:39:13 PM GMT 'n Email viewed by jim.schutz@cityofsanrafael.org 2023-06-01 - 1:08:38 AM GMT ,42 Nataly Torres (nataly.torres@cityofsanrafael.org) added alternate signer Cristine.Alilovich@cityofsanrafael.org. The original signerjim.schutz@cityofsanrafael.org can still sign. 2023-06-01 - 5:59:11 PM GMT E-' Document emailed to Cristine.Alilovich@cityofsanrafael.org for signature 2023-06-01 - 5:59:12 PM GMT ,n Email viewed by Cristine.Alilovich@cityofsanrafael.org 2023-06-11 - 11:35:27 PM GMT 6© Signer Cristine.Alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich for JS 2023-06-11-11:35:50 PM GMT d© Document e-signed by Cristine Alilovich for JS (Cristine.Alilovich@cityofsanrafael.org) Signature Date: 2023-06-11 - 11:35:53 PM GMT - Time Source: server 7'4 Document emailed to city.clerk@cityofsanrafael.org for signature 2023-06-11 - 11:35:54 PM GMT ,n Email viewed by city.clerk@cityofsanrafael.org 2023-06-12 - 4:10:11 PM GMT SAN RAFAEL Adobe H" �`Y �: "I I A'.11— °" Acrobat Sign &0 Signer city.clerk@cityofsanrafael.org entered name at signing as Lindsay Lara 2023-06-12 - 4:10:24 PM GMT b0 Document e-signed by Lindsay Lara(city.clerk@cityofsanrafael.org) Signature Date: 2023-06-12 - 4:10:26 PM GMT - Time Source: server Agreement completed. 2023-06-12 - 4:10:26 PM GMT R, SAN RAFAEL Adobe "'E "'" `°"" -"s'°" Acrobat Sign