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HomeMy WebLinkAboutPW Master Services Agreement; Znap Fly Environmental Services 2020City of San Rafael Master• Cons:dtant Services Agreement City of San Rafael MASTER CONSULTANT SERVICES AGREEMENT for Environmental Services THIS AGREEMENT is entered into on 2.13/2-07-Q between the City of San Rafael, a California municipal corporation ("City"), and ZnapFly ("Consultant"). RECITALS A. The City wishes to contract for the provision of professional engineering design services, as described in individual "Task Orders" to be issued by the City during the Term of this Agreement. B. Consultant has the skill, experience, ability, background, certification and knowledge to provide the services. Consultant qualifications have been reviewed and accepted by the City. Consultant desires to perform such professional services under agreement with the City. NOW, THEREFORE, in consideration of the terms and conditions contained in this Agreement, the City and Consultant agree as follows: AGREEMENT 1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide the professional engineering design services as requested and described in a Task Order issued for such services by the City, and shall coordinate activities so the project that is the subject of each Task Order is completed according to the City's requirements. a. Task Orders. It is understood and agreed that each Task Order shall list the scope of services to be performed, the schedule for performance, any special conditions, and the form, amount, and conditions of compensation for services. A Task Order is effective only when signed by Consultant and the City Manager and Public Works Director, or their authorized representatives. The City shall designate a Project Manager who shall be fully acquainted with the project and have authority within the limits of City policy to render decisions promptly. The City will cooperate with Consultant and provide reasonable access to the site. Upon written request, the City shall provide all reasonably available information including reports, preliminary plans, maps, surveys, and other related information regarding its requirements for a project that is the subject of a Task Order. Consultant may reasonably rely on the accuracy and completeness of the information provided. b. Performance. Consultant shall perform the services described in the Task Order. The time of performance of the services under this Agreement is important to the City, and all time deadlines identified in the Task Order shall be strictly construed. 2. Compensation and Payment. a. Compensation. As consideration for services, City agrees to pay Consultant, and Consultant agrees to accept from City as full compensation for the services, a fee that does not exceed the total budgeted amount detailed in each Task Order. Each Task Order may reflect either a fixed fee amount or an hourly rate. The rates shall include all direct and indirect charges Rev. May 15, 2019 Page 1 of 7 City of San Rafael Master Consultant Services Agreement to each Task Order, except as noted in the Task Order. Consultant may revise the hourly rate schedule yearly, to take effect on the first day of January. b. Payment. Consultant shall bill City monthly, and City agrees to pay the invoice within 30 days of receipt. Each payment shall be for the invoiced amount, with no retention. 3. Term; Termination. a. Term. This Agreement shall begin upon execution by both parties and remain in effect for three (3) years thereafter. b. Termination. Either party may terminate the Agreement by giving seven days written notice to the other party. If City sends a termination notice, Consultant shall stop work at the stage directed by the City, and shall deliver all drawings, specifications, and documentation developed as of that time. Consultant shall accept as full payment either: (i) if the Task Order indicated an hourly rate, payment based on the hours worked up to the time of termination; or (ii) if the Task Order indicated a fixed fee, a pro -rata share of the total Agreement based on the portion of work actually performed. 4. Professional Efforts; Responsible Personnel. Consultant shall perform all services required under this Agreement in the manner and according to the standards observed by a competent Bay Area practitioner of the profession in which Consultant is engaged. All products that Consultant delivers to City shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. The City shall be the sole judge as to whether the product of the Consultant is satisfactory. Consultant shall be liable and, upon demand, shall reimburse City for additional costs incurred by the City as a result of Consultant's errors or omissions. Consultant makes no other warranty, express or implied. Consultant represents that it and its employees are fully qualified to perform the services under this Agreement. Consultant represents and warrants to the City that Consultant has, and at all times during the performance of this Agreement shall maintain, all licenses, permits, qualifications, and approvals that are required for Consultant to practice Consultant's profession. Consultant shall assign only competent personnel to perform services under this Agreement. If the City, in its sole discretion, at any time, desires the removal of any person or persons assigned by Consultant to perform services under this Agreement, Consultant shall remove any such person immediately upon receiving notice from the City. Consultant shall, at its sole cost, expense, and liability; furnish all facilities and equipment that may be required for furnishing services under this Agreement. 5. Independent Contractor. Consultant, its agents, employees and independent contractors are and shall at all rimes remain, as to the City, wholly independent contractors. Neither the City nor any of its officers or employees shall have any control over the manner by which the Consultant performs this Agreement and shall only dictate the results of the performance. Consultant shall not represent that Consultant, or its agents, employees or independent contractors, are agents or employees of the City. Consultant is responsible for the payment of all taxes, workers' compensation insurance and unemployment insurance. Consultant shall obtain no rights to retirement benefits or other benefits that accrue to City's employees, and Consultant hereby waives any claim it may have to any such rights. Except as the City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of the City or to bind the City to any obligation. Rev. May 15, 2019 Page 2 of 7 City of San Rafael Master Consultant Services Agreement 6. Interest of Consultant. Consultant (including principals, associates and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the geographical areas likely to be covered by this Agreement, or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Consultant's services under this Agreement. Consultant father covenants and represents that, in the performance of its duties; no person having any such interest shall perform any services under this Agreement. If Consultant is determined to be a "Consultant" or a "designated employee" within the meaning of the Political Reform Act, Consultant will comply with the requirements of that Act by submitting a Statement of Economic Interest Form 700. (2 Cal. Code of Regs.§ 18701(a)(2).) 7. Accounting Records. The Consultant agrees to maintain all records and other evidence pertaining to costs incurred and work performed under this Agreement and shall make them available at the Consultant's office during the Agreement period and thereafter for a period of three years from the date of receipt of final payment. 8. Ownership of Documents and Data. All data, maps, photographs, and other material collected or prepared under this Agreement, and all documents of any type developed or obtained by Consultant in the performance of this Agreement, shall become the property of the City. Any re -use of designs without Consultant's written authorization will be at the City's risk. 9. Indemnification. a. Except as otherwise provided in Paragraph B., Consultant 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 "Liabilities"), arising out of Consultant's performance of its obligations or conduct of its operations under this Agreement. The Consultant's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the Consultant's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the Consultant's work or work product by the City or any of its directors, officers or employees shall not relieve or reduce the Consultant's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Consultant's performance of or operations under this Agreement, Consultant shall provide a defense to the City Indemnitees or at City's option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. b. Where the services to be provided by Consultant under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, Consultant shall indemnify and hold harmless the City and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages. 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, Rev. May 15, 2019 Page 3 of 7 City of .San Rafael Master Consultant Services Agreement or willful misconduct of Consultant, 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. 10. Insurance. Consultant shall procure and maintain at its sole cost for the duration of this Agreement the following insurance: a. Minimum Scope of Insurance. Coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001). (2) Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 (any auto). (3) Workers' Compensation insurance as required by the Labor Code of the State of California and Employers Liability insurance. (4) Errors and omissions/Professional liability insurance for all design professionals such as architects, landscape architects or engineers. b. Minimum Limits of Insurance. Consultant shall maintain policy limits of no less than: (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) Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. (3) Worker's Compensation and Employers Liability: if it employs any person, Consultant shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. Consultant's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against the City. (4) Errors and Omissions/Professional Liability: One million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate. If Consultant maintains higher limits than the minimum required by this contract, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Rev. May 15, 2019 Page 4 of 7 City of San Rafael Master Consnbant Services Agreement C. Deductibles and Self -Insured Retention. Any deductibles or self-insured retention must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City, its officers, officials, employees and volunteers; or Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other Insurance Requirements. The insurance coverage required of the Consultant shall also meet the following requirements: (1) Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be specifically endorsed to include the City, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. (2) The additional insured coverage under 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 worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. (4) By execution of this Agreement, Consultant hereby grants to City a waiver of any right to subrogation which any insurer of Consultant may acquire against 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 Rev. May 15, 2019 Page 5 of 7 City of San Rafael Master Cons:rhant Services Agreement 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. e. Acceptability of Insurers. Insurance is to be placed with insurers with a Best's rating of no less than A: VII. f. Verification of Coverage. Consultant shall furnish the City with certificates of insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete certified copies of all required insurance policies, at any time. 11. Miscellaneous provisions. a. Notice. Any notice to be given under this Agreement shall be given by enclosing it in a sealed envelope, first-class postage prepaid, and depositing it in the United States mail, addressed to the party at the following address. Notice shall be deemed received three business days after mailing, or upon personal delivery. CITY: City of San Rafael Attn: Rafat Raie, City Trak Engineer 111 Morphew Street San Rafael, CA 94901 CONSULTANT: Znap Fly 419 Mason Street, Suite 215 Vacaville, CA 95688 b. Assignment. This Agreement contemplates the personal services of Consultant and its employees and it is understood by both parties that a substantial inducement to City for entering into this Agreement was, and is, the professional reputation and competence of Consultant. Consultant shall not assign or otherwise transfer any rights or obligations under this Agreement without the prior written consent of the City. C. Business license. Consultant shall obtain a City business license before beginning work under this Agreement. d. Prohibited Interests. No officer or employee of the City shall have any direct financial interest in this Agreement. This Agreement shall be voidable at the option of the City if this provision is violated. e. Governing Law; Litigation Expenses. California law shall govern this Agreement. Any action to enforce or interpret this Agreement shall be brought in a court of competent jurisdiction in the County of Marin, California. f. Incorporation. The Preamble, the Recitals, Exhibits and all defined terms set forth in both are incorporated into this Agreement by this reference. If there is a conflict between the body of this Agreement and an exhibit prepared by Consultant, the body of the Agreement shall control. Rev. May 15, 2019 Page 6 of 7 City of San Rafael Master Consuhanl Services Agreement g. Severability. Should any part of this Agreement be declared unconstitutional, invalid, or beyond the authority of either party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the parries. h. Authorijy. All parties executing this Agreement represent and warrant that they are authorized to do so. i. Entire Agreement, Amendments. This Agreement is the entire Agreement between the parties and supersedes all prior negotiations, representations, or agreements, whether written or oral. This Agreement may be amended only by written agreement signed by both parties. j. Non -waiver. A party's waiver of any term shall not be deemed a continuing waiver or a waiver of any other term. k. Counterparts. This Agreement may be executed in counterparts. 12. Signatures. CITY OF SAN RAFAEL By: JIM Z, City M ATTEST: LINDSAY LARA, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, ity A they Rev. May 15, 2019 rage 7 of 7 CONSULTANT Name: eirl ti Title: e.! ►(p fl iv�L,v� f �IY Gc11� [If Consultant is a corporation, add signature of second corporate ofi'icerl By: Name: Title: V\ RAFq i 2 �, yo �iT r VV t T H E' 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: Rafat Raie Extension: 3473 Contractor Name: Znapfly Contractor's Contact: Erica Sattar Contact's Email: erica@znapfly.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 elate. b. Email contract (in Word) and attachments to City 11/25/2019 Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑x IK 2 City Attorney a. Review, revise, and comment on draft agreement Click here: to and return to Project Manager enter a (late. ❑ b. Confirm insurance requirements, create Job on Click Dere to � PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to Click or tap ❑ contractor to enter a slate. 4 Project Manager Forward three (3) originals of final agreement to Click here to ❑ contractor for their signature enter a date. 5 Project Manager J g When necessary, ry, contractor -sinned 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 Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed 11'3b hoau ply agreement 8 City Attorney Review and approve insurance in PINS, and bonds r (for Public Works Contracts) ' `,/20217 9 City Manager/ Mayor Agreement executed by City Council authorized 1 official S t [J 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager a- tow '