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HomeMy WebLinkAboutPW Channel Dredging Pre-Dredge - Post-Dredge SurveysAGREEMENT FOR PROFESSIONAL SERVICES FOR PRE -DREDGE AND POST -DREDGE SURVEYS FOR CHANNEL DREDGING This Agreement is made and entered into thisC_/ day of Ta'] e- 20� y and between the CITY OF SAN RAFAEL (hereinafter "CITY'), and HALEY & ALDRICH, INC., a corporation authorized to do business in California (hereinafter "CONSULTANT"). RECITALS WHEREAS, the CITY has determined that professional services are required for hydrosurvey services necessary for carrying out maintenance dredging of the non-federal navigation areas on San Rafael Creek; and WHEREAS, the CONSULTANT has agreed to render such services. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. Bill Guerin 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. Scott Bodensteiner 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. 2. DUTIES OF CONSULTANT. CONSULTANT shall perform the duties and/or provide services as outlined in CONSULTANT's proposal, dated May 27, 2022, marked as Exhibit A, attached hereto and incorporated herein. 3. DUTIES OF CITY. CITY shall cooperate with CONSULTANT in performance of its duties under this Agreement and shall pay the compensation as provided in Paragraph 4,. 4. COMPENSATION. For the full performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT as follows: A total not -to -exceed -amount of $36,800, as detailed in CONSULTANT's Cost Proposal included in Exhibit A. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. 5. TERM OF AGREEMENT. The term of this Agreement shall be for one year commencing upon date of execution of this Agreement. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to one year. 6. TERMINATION. A. Discretionary. Either parry may terminate this Agreement without cause upon thirty (3 0) 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 parry, 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 or such other time period as the parties may agree in writing. 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. CITY agrees to compensate CONSULTANT for all services performed and commitments made prior to the effective date of the termination, together with reimbursable expenses, including those of subcontractors, subconsultants, and vendors. 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; provided that CONSULTANT may retain one (1) copy of its work product for archival purposes.. 7. 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, subject to payment of all amounts owing therefor. CITY may use said property for any purpose, including projects not contemplated by this Agreement; provided that any reuse or modification of CONSULTANT's written documents and materials without written verification or adaption by Revised 1/29/2020 CONSULTANT for the specific purpose intended shall be at CITY's and/or any third parry's sole risk and without liability or legal exposure to CONSULTANT. 8. 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. 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, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the 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 amount of one million dollars ($1,000,000) 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 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 CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 4. 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 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, Revised 1/29/2020 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 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. C. Deductibles and SIR'S. Any deductibles or self-insured retentions in CONSULTANT'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 parry. 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 Revised 1/29/2020 related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONSULTANT 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 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 PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in subparagraph B of this section, 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 "CLAIMS"), 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. Notwithstanding anything to the contrary contained herein, for CLAIMS arising out of CONSULTANT's professional services, to the fullest extent permitted by law; CONSULTANT will indemnify, release, defend, and hold harmless the CITY indemnitees from and against any and all CLAIMS to the extent caused by the negligence, recklessness, or willful misconduct in the performance or non-performance of services under this Agreement by CONSULTANT, its employees, agents, or subconsultants, either as a sole or contributory cause. Further, CONSULTANT's defense obligation under this indemnification clause means only the reimbursement of reasonable defense costs to the extent of CONSULTANT's actual indemnification obligation under this subsection 11.13. 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 Revised 1/29/2020 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, 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. 12. 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. 13. 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. 14. 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 parry, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: Bill Guerin City of San Rafael 111 Morphew Street San Rafael, CA 94901 Revised 1/29/2020 TO CONSULTANT's Project Director: Scott Bodensteiner 2033 North Main Street, Suite 309 Walnut Creek, CA 94596 16. INDEPENDENT CONTRACTOR. 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. 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 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. 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. 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. 19. WAIVERS. The waiver by either parry 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 Revised 1/29/2020 breach or violation by the other parry 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. 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). 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 LA The laws of the State of California shall govern this Agreement. 24. 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. Revised 1/29/2020 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL JIM SC" Cityag r ATTEST: Ar LINDSAY LARA, City Clerk APPROVED AS TO FORM: �Qv - �Q ) I )'V� kz= - ROBE�V F. EPSTEIN, COy Attorney Revised 1/29/2020 CONSULTANT By: Name: Lizetta Fennessy Title: General Manager [If CONSULTANT is a corporation, add signature of second corporate officer] By: Name: Patricia E. McKee Secretary 27 May 2022 City of San Rafael Department of Public Works VIA EMAIL: bill.guerin@cityofsanrafael.org Attention Subject: Dear Mr. Guerin: Exhibit A Mr. Bill Guerin Director, Department of Public Works, City of San Rafael Haley & Aldrich, Inc. 2033 N. Main Street Suite 309 Walnut Creek, CA 94596 925.949.1012 Scope of Work for Pre- and Post -Dredge Hydrosurveys in Support of the San Rafael Creek Non -Federal Dredging Project Haley & Aldrich, Inc. has prepared this proposal for the City of San Rafael (City) to provide hydrosurvey services necessary for carrying out maintenance dredging of the non-federal navigation areas on San Rafael Creek. Proposed Scope of Services To update the design plans for the Dredge Operations Plan, accurately define the bottom elevation of the project area, and calculate the sediment volume within the dredge prism, Haley & Aldrich will rely on a qualified aquatic surveyor to conduct the pre -dredge hydrosurvey just prior to the commencement of dredging as required by the permits. In addition to calculating the project -wide dredge volume with the pre -dredge hydrosurvey data, Haley & Aldrich will calculate the volume within the dredge area affiliated with each dock included in the project. Our surveyor will also be relied on to complete the post -dredge survey, which will be used to calculate the new bottom elevation, calculate the volume removed and confirm the survey data collected by the contractor. Both surveys will achieve maximum survey coverage with multibeam sonar utilizing the same equipment and techniques described in the condition hydrosurvey scope of work. Depths will be based on Mean Lower Low Water (MLLW). Survey deliverables will consist of electronic media including AutoCAD files, 3'x3' average bin XYZ files (delimited files of easting, northing and depth), and .pdf files bearing signature and seal of the responsible charge Professional Land Surveyor. Soundings will be color coded to differentiate depths above grade, within the overdepth prism and below the overdepth prism. COST PROPOSAL Project Phase COST Pre -Dred a Survey $13,400 Post -Dredge Survey $13,400 Volume calculations around individual docks $10,000 TOTAL $36,800 Our team looks forward to the opportunity to further support the City with the San Rafael Creek Dredging Project. If you would like to further discuss this proposal, please don't hesitate to contact me. Regards, HALEY & ALDRICH, INC. Scott Bodensteiner Project Manager www.haleyaldrich.com �Vx RA!q a � ,rr WITH 0- CONTRACT 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: Iman Kayani for BG Extension: 3352 Contractor Name: Haley & Aldrich, Inc. Contractor's Contact: Scott Bodensteiner Contact's Email: SBodensteiner@haleyaldrich.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE COMPLETED REVIEWER DESCRIPTION DEPARTMENT City Attorney DATE Check/Initial Project Manager Click here to ❑ 1 a. Email PINS Introductory Notice to Contractor City Manager/ Mayor Agreement executed by City Council authorized enter a date. City Clerk Attest signatures, retains original agreement and b. Email contract (in Word) and attachments to City 5/27/2022 Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑X IKK 2 City Attorney a. Review, revise, and comment on draft agreement 6/9/2022 ❑X LG and return to Project Manager 5/27/2022 /GC b. Confirm insurance requirements, create Job on ❑x LG PINS, send PINS insurance notice to contractor 3 Department Director _ Approval of final agreement form to send to 6/10/2022 ® BG contractor Forward three (3) originals of final agreement to 4 Project Manager 6/10/2022 OIKK contractor for their signature 5 6 7 8 9 10 Project Manager When necessary, contractor -signed agreement agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed $75,000; and for Public Works Contracts that exceed $175,000 0 N/A OIKK Or Click here to enter a date. 6/21/2022 IKK r►l G-� Date of City Council approval CONTINUE ROUTING PROCESS WITH HARD COPY Project Manager Forward signed original agreements to City f Attorney with printed copy of this routing form City Attorney Review and approve hard copy of signed agreement City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) City Manager/ Mayor Agreement executed by City Council authorized official City Clerk Attest signatures, retains original agreement and forwards copies to Proiect Manaeer 0 N/A OIKK Or Click here to enter a date. 6/21/2022 IKK r►l G-�