HomeMy WebLinkAboutPW City Hall Switchboard ReplacementAGREEMENT FOR PROFESSIONAL SERVICES WITH
PARK ENGINEERING, INC. FOR ENGINEERING ASSISTANCE
IN CONNECTION WITH THE CITY HALL SWITCHBOARD
REPLACEMENT, ALBERT PARK PLAY AREA IMPROVEMENTS,
BRET HARTE PARK RESTROOM, AND THE 2018-19 RESTRIPING PROJECTS
This Agreement is made and entered into this tA day of ,Fb0-k , 2019 by and
between the CITY OF SAN RAFAEL (hereinafter "CITY"), and PARK ENGINEERING, INC.
(hereinafter "CONTRACTOR").
RECITALS
WHEREAS, the CITY has determined that professional services are required for inspection
services in connection with the City Hall Switch Board Replacement, Albert Park Play Area
Improvements, Brete Harte Restroom sand the 2018-19 Restriping Projects; City Project Numbers 11304,
11299, 11326, and 11359 respectively; and
WHEREAS, the CONTRACTOR is well qualified for and has agreed to render such services.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION.
A. CITY'S Project Manager. The Director of Public Works is hereby designated the
PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the
progress and execution of this Agreement.
B. 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. Jaemin Park 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 provide construction inspection, contract compliance, materials quality
assurance, and engineering support services for the City Hall Switch Board Replacement, Albert Park
Play Area Improvements, Brete Harte Restroom, the 2018-19 Restriping Projects; City Project Numbers
11304, 11299, 11326, and 11359 respectively.
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3. DUTIES OF CITY.
CITY shall compensate CONTRACTOR as provided in Paragraph 4, and shall provide
documentation and access to project sites as required for CONTRACTOR'S performance of the duties
set forth in Paragraph 2.
4. COMPENSATION.
For the full performance of the services described herein by CONTRACTOR, CITY shall pay
CONTRACTOR on a time and materials basis for services rendered in accordance with the rates shown
in CONTRACTOR'S "Cost Proposal for Construction Inspection Services on Various Projects",
included as Exhibit "A" attached and incorporated herein, in a total contract amount not to exceed
$62,760.00.
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 be for one year commencing as of February 4, 2019 and ending on
February 3, 2020, or on such earlier date when the work shall have been completed. Upon mutual agreement
of the parties, and subject to the written approval of the City Manager, the term of this Agreement may be
extended for an additional period of up to one (1) year(s).
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
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performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said
property for any purpose, including projects not contemplated by this Agreement.
8. INSPECTION AND AUDIT.
Upon reasonable notice, 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:
A commercial general liability insurance policy in the minimum amount of one
million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily
injury, personal injury, or property damage.
2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in
the minimum amount of one million dollars ($1,000,000) dollars per occurrence.
3. If any licensed professional performs any of the services required to be performed
under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars
($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of
the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a
professional not required to have a professional license, CITY reserves the right to require CONTRACTOR
to provide professional liability insurance pursuant to this section.
4. If it employs any person, CONTRACTOR shall maintain worker's compensation
insurance, as required by the State of California, with statutory limits, and employer's liability insurance
with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease.
CONTRACTOR's worker's compensation insurance shall be specifically endorsed to waive any right of
subrogation against CITY.
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B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in
subparagraph A of this section above shall also meet the following requirements:
Except for professional liability insurance and worker's compensation insurance,
the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and
volunteers, as additional insureds under the policies.
2. The additional insured coverage under CONTRACTOR'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 CONTRACTOR'S policies shall be at least as broad as ISO form CG20 01 04
13.
3. Except for professional liability insurance, the insurance policies shall include, in
their text or by endorsement, coverage for contractual liability and personal injury.
4. By execution of this Agreement, CONTRACTOR hereby grants to CITY a
waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against CITY by
virtue of the payment of any loss under such insurance. CONTRACTOR agrees to obtain any
endorsement that may be necessary to effect this waiver of subrogation, but this provision applies
regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer.
5. If the insurance is written on a Claims Made Form, then, following termination of
this Agreement, said insurance coverage shall survive for a period of not less than five years.
6. The insurance policies shall provide for a retroactive date of placement coinciding
with the effective date of this Agreement.
7. The limits of insurance required in this Agreement may be satisfied by a combination of
primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to
contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit
of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance
shall be called upon to protect it as a named insured.
8. It shall be a requirement under this Agreement that any available insurance proceeds
broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be
available to CITY or any other additional insured party. Furthermore, the requirements for coverage and
limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage
and maximum limits of coverage of any insurance policy or proceeds available to the named insured;
whichever is greater.
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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.
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B. Where the services to be provided by CONTRACTOR under this Agreement are design
professional services to be performed by a design professional as that term is defined under Civil Code
Section 2782.8, then, to the extent permitted by law including without limitation, Civil Code sections
2782, 2782.6 and 2782.8, CONTRACTOR shall indemnify and hold harmless the CITY and its officers,
officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs
(including incidental damages. Court costs, reasonable attorney's fees as may be determined by the Court,
litigation expenses and fees of expert witnesses incurred in connection therewith and costs of
investigation) to the extent they are caused by the negligence, recklessness, or willful misconduct of
CONTRACTOR, or any subconsultants, or subcontractor or anyone directly or indirectly employed by
them, or anyone for whom they are legally liable (collectively Liabilities). Such obligation to hold
harmless and indemnify any indemnity shall not apply to the extent that such Liabilities are caused in part
by the negligence or willful misconduct of such City Indemnitee.
C. The defense and indemnification obligations of this Agreement are undertaken in
addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement,
and shall survive the termination or completion of this Agreement for the full period of time allowed by
law.
12. NONDISCRIMINATION.
CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex,
race, color, religion, ancestry, national origin or disability in connection with or related to the performance of
its duties and obligations under this Agreement.
13. COMPLIANCE WITH ALL LAWS.
CONTRACTOR shall observe and comply with all applicable federal, state and local laws,
ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement.
CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances,
codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its
officers, agents and employees from any and all damages, liabilities, penalties, fines and all other
consequences from any noncompliance or violation of any laws, ordinances, codes or regulations.
14. NO THIRD PARTY BENEFICIARIES.
CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any
third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the
other party.
15. NOTICES.
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All notices and other communications required or permitted to be given under this Agreement,
including any notice of change of address, shall be in writing and given by personal delivery, or deposited
with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified.
Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with
the United States Postal Service. Notice shall be given as follows:
TO CITY's Project Manager:
TO CONTRACTOR's Project Director:
16. INDEPENDENT CONTRACTOR.
Bill Guerin
Public Works Director
111 Morphew Street
San Rafael, CA 94901
Jaemin Park
Park Engineering, Inc.
372 Village Square
Orinda, CA 94563
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. SURVIVAL OF TERMS.
Any terms of this Agreement that by their nature extend beyond the term (or termination) of this
Agreement shall remain in effect until fulfilled, and shall apply to both Parties' respective successors and
assigns.
23. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
24. COUNTERPARTS AND ELECTRONIC SIGNATURE.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one document. Counterpart signature pages may be
delivered by telecopier, email or other means of electronic transmission.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year
first above written.
CITY OF SAN RAFAEL
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it HUTZ, City Manager
ATTEST:
LINDSAY LARA, City Clerk
APPROVED AS TO FORM:
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ROBERT F. EPSTEIN, City Attolgey
CONTRACTOR
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Title: V kCE�t
[If Contractor is a corporation, add signature of
second corporate officer]
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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: Shawn Graf
Extension: 5347
Project Name: Inspection Services on Vasious Projects
Contractor's Contact: Steve Patterson
Contact's Email: spatterson@park-engcom
RESPONSIBLE
Step I DEPARTMENT DESCRIPTION COMPLETED DATE I REVIEWER (Initials)
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a. Email PINS Introductory Notice to Contractor
2/28/2019
SG
b. Email Contract (in Word) & attachments to City Attorney c/o
1
Project Manager
Laraine.Gittens cncilyofsanrafael.org
2/28/2019
SG
a. Review, revise and comment on draft agreement and return to Project
Manager
3/6/2019
LG
b. Confirm insurance requirements, create Job on PINS, send PINS
2
City Attorney
insurance notice to contractor.
3/6/2019
L
Approval of final agreement form to send to contractor. (Provide Dept.
3
Department Director
Director Financial Sum
nany m
ir/Agreeent)
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Forward three (3) originals of final agreement to contractor for their
4
Project Manager
signature.
3/6/2019
SG
When necessary, contractor -signed agreement agendized for Council
approval
City Council approval required for ProfessionalServices Agreenicniv and
Purchases oj*goods and services that exceedS75,000 and /or Public Nord s
Project Manager
Contracts than exceedS175,000 (l_'nter date of Council Meeting
N/A
SG
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
Forward signed original agreement to City Attorney with printed copy of
6
Project Manager
this routing form
7
City Attorney
Review and approve hard copy of signed agreement
31 / 1
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Review and approve insurance in PINS, and bonds (for public works
n
8
City Attorney
contracts)
9
City
Manager/Mayor
Agreement executed by Council authorized official
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Attest signatures, retains original agreement and forwards copies to project
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City Clerk
manager
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Project Manager
Forward Final Copy to Contractor
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