HomeMy WebLinkAboutPW Pickleweed Park Enhancement Project____________________________________________________________________________________
FOR CITY CLERK ONLY
Council Meeting: July 15, 2024
Disposition: Awarded the Construction Agreement to Bauman Landscape and Construction, Inc. in
the amount of $6,031,641.50; And, authorized the City Manager to execute the construction
agreement not to exceed the amount of $7,120,000 including contingency funds of $1,08 8,358.50
Authorized the City Manager to enter into a Professional Services Agreement with Coastland Civil
Engineering, Inc. for construction management, inspection, and testing services in the amount not
to exceed $644,575
Authorized the City Manager to enter into a second amendment to the Professional Services
Agreement with Gates + Associates for construction administration services in an additional
amount of $19,450, increasing the total not-to-exceed amount of the agreement to $565,784
Approved the Plans and Specifications for the Pickleweed Park Enhancement Project, deemed
reasonable by the City Engineer, for City Project No. 11376, on File in the Department of Public
Works
Agenda Item No: 4.k
Meeting Date: July 15, 2024
SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Public Works
Prepared by: Theo Sanchez, Associate Civil
Engineer
April Miller, Public Works Director
City Manager Approval: ___________
TOPIC: PICKLEWEED PARK ENHANCEMENT PROJECT
SUBJECT: AUTHORIZE AND AWARD AGREEMENTS FOR THE PICKLEWEED PARK
ENHANCEMENT PROJECT, INCLUDING:
1.CONSTRUCTION AGREEMENT TO BAUMAN LANDSCAPE AND
CONSTRUCTION, INC. AND AUTHORIZE $7,120,000 FOR PROJECT
CONSTRUCTION
2.PROFESSIONAL SERVICES AGREEMENT WITH COASTLAND CIVIL
ENGINEERING, INC. FOR CONSTRUCTION MANAGEMENT, INSPECTION,
AND TESTING SERVICES IN THE AMOUNT NOT TO EXCEED $644,575
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
3. SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
WITH GATES + ASSOCIATES FOR CONSTRUCTION ADMINISTRATION
SERVICES, IN AN ADDITIONAL AMOUNT OF $19,450, INCREASING THE
TOTAL NOT-TO-EXCEED AMOUNT OF THE AGREEMENT TO $565,784,
AND
4. APPROVE THE PLANS AND SPECIFICATIONS FOR THE PICKLEWEED
PARK ENHANCEMENT PROJECT, DEEMED REASONABLE BY THE CITY
ENGINEER, FOR CITY PROJECT NO. 11376, ON FILE IN THE DEPARTMENT
OF PUBLIC WORKS.
RECOMMENDATION:
Staff recommendations the following:
1. Award the construction agreement to Bauman Landscape and Construction, Inc. in the
amount of $6,031,641.50; and authorize the City Manager to execute the construction
agreement not to exceed the amount of $7,120,000, including contingency funds of
$1,088,358.50.
2. Authorize the City Manager to enter into a Professional Services Agreement with
Coastland Civil Engineering, Inc. for construction management, inspection, and testing
services in the amount not to exceed $644,575.
3. Authorize the City Manager to enter into a second amendment to the Professional Services
Agreement with Gates + Associates for construction administration services in an
additional amount of $19,450, increasing the total not-to-exceed amount of the agreement
to $565,784.
4. Approve the plans and specifications for the Pickleweed Park Enhancement Project,
deemed reasonable by the City Engineer, for City project no. 11376, on file in the
Department of Public Works.
BACKGROUND:
The Pickleweed Park Enhancement Project (Project) has been a community priority for more than
a decade, and the City has been developing funding strategies for this project since 2010.
Throughout that time, the City has conducted numerous rounds of community outreach that has
helped planners refine the proposed enhancements based on community need and interests. The
Project proposes to add several park amenities, including an all-weather turf field, basketball/sport
court, playground structure for children under five, fitness equipment for adults, shaded seating,
and a gazebo.
On February 22, 2022, City Council approved the Land and Water Conservation Fund (LWCF)
grant application for this project, which detailed a total funding request of $4,240,000 from LWCF
with a required City match of $4,240,000. On March 27th, 2024, the City and State of California
signed an agreement approving the City’s use of $4,240,000 LWCF grant funds for this project.
On November 7th, 2022, City Council awarded the professional services agreement with Gates +
Associates for landscape architectural and engineering design serves in the amount not to exceed
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3
$498,734. On February 20, 2024, City Council awarded a first amendment to the professional
services agreement to Gates + Associates for additional landscape architectural and engineering
design services in the amount not to exceed $47,600, increasing the total not to exceed contract
amount to $546,334.
ANALYSIS:
1. Construction Agreement
On May 21, 2024, the Project was advertised in accordance with San Rafael’s Municipal Code
Chapter 11.50. Due to the budget limitation, the Project was advertised with some elements listed
as Additional Alternates to allow the city to choose whether to award them depending on the bids
received. The plans and specifications, deemed reasonable by the City Engineer, are available at
the Department of Public Works and on the City’s website:
https://www.cityofsanrafael.org/pickleweed/
ADVERTISED BID LIST PROJECT ELEMENTS
Base Bid All-weather turf, basketball court, gazebo, prefab restroom,
fitness equipment, pedestrian pathways, etc.
Additional Alternate #1 Playground Area for children under 5 yrs.
Additional Alternate #2 Security Cameras
Additional Alternate #3 Phase 2: grading, pathways, planting between the Project limits
and future Tiscornia Marsh Restoration
At the bid opening on June 28, 2024, the following bids were received and read aloud. The low
bidder was selected based on the Base Bid total.
NAME OF BIDDER BASE BID ADD ALT #1 ADD ALT #2 ADD ALT #3
Bauman Landscape
and Construction 5,649,691.50 381,950.00 93,483.50 822,938.50
Ghilotti Bros 6,499,848.00 289,470.00 197,700.00 506,600.00
Robert A Bothman
Construction 6,899,500.00 450,000.00 195,000.00 773,000.00
Azul Works 7,137,828.80 170,537.70 89,600.00 253,450.92
The construction bids were reviewed by Public Works staff and the low base bid of $5,649,691.50
from Bauman Landscape and Construction was found to be both responsive and responsible.
The base bid includes the main project elements and construction details for connecting the
northern and eastern perimeter of the project to the existing levees, which are contiguous to the
project.
Alternative #1 – Playground Area for Children Under 5 Years
Staff recommends awarding Alternate #1, which consists of a playground area for children under
the age of 5. This amenity is included in the LWCF grant scope of work and is eligible for
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 4
reimbursement. Additionally, this amenity was strongly supported by the community during
outreach and engagement events, and further enhances quality of life at the park.
Alternative #2 – Security Cameras
Throughout the community engagement and outreach process, community members voiced
concerns about safety and security at the park. Security cameras were included in the design to
help address those concerns. However, installation of security cameras is not eligible for LWCF
grant reimbursement, therefore staff recommends not awarding Alternative #2 at this time.
Additionally, staff recommend conducting additional community outreach to assess community
interest in having additional security cameras. In previous outreach conducted in 2022 and 2023,
the community expressed interest in having the City install more security cameras in the
neighborhood, however it is important to re-engage with them to determine whether security
cameras remain a community priority.
Alternative #3: Phase 2 Work
Alternate #3 is a design alternative that assumes the Tiscornia Marsh Restoration (TMR) project,
led separately by the Marin Audubon Society (MAS), has completed reconstruction of the levees
to a higher elevation and provides alternative construction details for connecting the Pickleweed
project elements to the raised levees. Alternative #3 was provided because the construction of
the Pickleweed and TMR projects were anticipated to begin the same year with an earlier start for
the TMR project. However, the TMR project schedule has recently changed with a new anticipated
construction start date of late-2025. As such, the Pickleweed project is anticipated to be
completed prior to the start of the TMR project and staff does not recommend proceeding with
Alternative #3 as part of this contract award.
City and MAS will continue coordinating to ensure that the TMR project, subject to City’s review
and approval, includes the necessary improvements that were described in Alternate #3 (i.e.,
grading, driveway access, pedestrian pathway, minor planting and associated irrigation) to match
the conditions of the newly constructed Pickleweed field and facilities. These improvements are
planned to be incorporated into the Pickleweed project through future change order(s ), and
include minor concrete walkway expansion, grading for drainage conveyance, and installation of
one pedestrian-level light bollard near the proposed basketball court. The cost of these potential
change order items is estimated to be approximately $150,000 and is accounted for in the
proposed construction contingency.
City staff recommends awarding the Base Bid plus Alternate #1 in the construction agreement
with Bauman Landscape and Construction in the amount of $6,031,641.50 and recommends the
City Council authorize a construction contingency of $1,088,358.50, approximately 18 percent,
for a total amount of $7,120,000.
2. Professional Services Agreement for Construction Management, Inspection, and Material
Testing
On June 7, 2024, the City advertised a Request for Proposals (RFP) for construction management,
inspection, and material testing services on the Project. On June 21, 2024, three proposals were
received and evaluated based on the criteria specified in the RFP including, but not limited to,
completeness of the proposal, relevant experience and success in similar projects, experience
and quality of project team, understanding of the project scope of work, ability to meet deadlines
and operate within budget, and references by former clients on similar projects.
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 5
After reviewing the proposals and interviewing the consultants, City staff found Coastland Civil
Engineering, Inc. to be the most qualified for this project and requested that they provide a fee
proposal. Coastland Civil Engineering’s fee proposal for this project totals $644,575, which staff
found to be reasonable and within industry standards.
3. Professional Services Agreement (Second Amendment) for Construction Support Services
As the Pickleweed Park Enhancement Project progresses towards construction, staff
recommends the City Council approve the proposed second amendment with Gates + Associates
for construction administration services. The original design agreement with Gates + Associates
already included construction administrative services for Gates + Associates specifically. This
second amendment, totaling $19,450, expands the construction administrative services to include
their subconsultants Miller Pacific and BKF who will be providing as needed geotechnical and civil
design services, respectively. These efforts will be performed on an as-needed basis at the
request of the City and are separate from the professional services agreement for construction
management, inspection, and testing services. This second amendment would increase the Gates
+ Associates not to exceed contract total to $565,784.
FISCAL IMPACT:
The three proposed agreements total $7,784,025 in project commitments including $7,120,000
for construction/contingency, $644,575 for construction management, inspection, and testing
services, and $19,450 for additional construction administration services. The following table
summarizes these expenses. Appropriations supporting this project were included in the FY
2024-25 Budget (Capital Improvement Fund - #410) approved by City Council on June 17, 2024.
Underlying funding sources for the project include $4.25 million in grant funding combined with
City matching funds allocated for this purpose.
Expenses: Agreements for Construction
Agreement
Type
Contractor /
Consultant
Totals
Base Bid +
Add Alt 1 Contingency Contract Total
Construction +
18%
Contingency
Bauman Landscape
and Construction $6,031,641.50 $1,088,358.50 $7,120,000
Construction
Management,
Inspection, and
Testing
Coastland Civil
Engineering $644,575
Construction
Administration
Support
Gates + Associates $19,450
Total $7,784,025
OPTIONS:
1. Award all agreements as presented and approve the plans and specifications for the
Project.
2. Do not award the agreements and provide further direction to staff.
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 6
RECOMMENDED ACTION:
1. Award the construction agreement to Bauman Landscape and Construction, Inc. in the
amount of $6,031,641.50; and authorize the City Manager to execute the construction
agreement not to exceed the amount of $7,120,000, including contingency funds of
$1,088,358.50.
2. Authorize the City Manager to enter into a Professional Services Agreement with
Coastland Civil Engineering, Inc. for construction management, inspection, and testing
services in the amount not to exceed $644,575.
3. Authorize the City Manager to enter into a second amendment to the Professional Services
Agreement with Gates + Associates for construction administration services in an
additional amount of $19,450, increasing the total not-to-exceed amount of the agreement
to $565,784.
4. Approve the plans and specifications for the Pickleweed Park Enhancement Project,
deemed reasonable by the City Engineer, for City project no. 11376, on file in the
Department of Public Works.
ATTACHMENTS:
1. Professional Services Agreement with Coastland Civil Engineering, Inc.
2. Second Amendment to Professional Services Agreement with Gates + Associates
Rev. 08.22 1
AGREEMENT FOR PROFESSIONAL SERVICES
BY AND BETWEEN
THE CITY OF SAN RAFAEL
AND
COASTLAND CIVIL ENGINEERING, LLP
FOR PICKLEWEED PARK ENHANCEMENTS SERVICES
This Agreement is made and entered into as of ________________________ (the “Effective
Date”), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation
(hereinafter "CITY"), and COASTLAND CIVIL ENGINEERING, LLP, a California limited
liability partnership (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
1. SERVICES TO BE PROVIDED.
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.” CONSULTANT
acknowledges that the execution of this Agreement by CITY is predicated upon representations
made by CONSULTANT in that certain proposal, dated June 28, 2024 (“Proposal”) set forth in
Exhibit A, which constitutes the basis for this Agreement.
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
v 08.22 2
$644,575.
CONSULTANT will bill City on a monthly basis for Services provided by
CONSULTANT during the preceding month, subject to verification by CITY. CITY will pay
CONSULTANT within thirty (30) days of City’s receipt of invoice.
3. 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
the Effective Date of this Agreement and terminate two (2) years from the effective date.
4. PROJECT COORDINATION.
A. CITY’S Project Manager. Theo Sanchez 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. Mike Janet 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 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 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.
v 08.22 3
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.
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.
8. 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.
9. 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. 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,
v 08.22 4
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, 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.
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,
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.
v 08.22 5
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:
Theo Sanchez, Associate Civil Engineer
1400 Fifth Avenue
San Rafael, CA 94901
To CONSULTANT’s Project Director:
Mike Janet
1400 Neotomas Avenue
Santa Rosa, CA 95405
15. 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.
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.
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,
v 08.22 6
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.
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.
v 08.22 7
[Signatures are on the following page.]
v 08.22 8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL:
_________________________________
CRISTINE ALILOVICH, City Manager
APPROVED AS TO FORM:
Office of the City Attorney
_________________________________
By: ROBERT F. EPSTEIN,
City Attorney
ATTEST:
City Clerk
_________________________________
LINDSAY LARA, City Clerk
CONSULTANT:
__________________________________
By: ____________________________
Name: ____________________________
Title: ____________________________
[If CONSULTANT is a corporation, add
signature of second corporate officer]
__________________________________
By: ____________________________
Name: ____________________________
Title: ____________________________
Rev. 08.22 A-1
EXHIBIT A
SCOPE OF SERVICES
The Services to be performed for CITY by CONSULTANT under this Agreement are more fully
described in CONSULTANT’s proposal, which is attached to this Exhibit A.
Rev. 08.22 B-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:
1. Commercial general liability. 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. An automobile liability (owned, non-owned, and hired
vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per
occurrence.
3. Professional liability. 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 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. 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
v 08.22 B-2
ISO form CG20 01 04 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.
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
v 08.22 B-3
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
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.
1
SECOND AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH
DAVID L. GATES & ASSOCIATES, INC. FOR LANDSCAPE ARTCHITECTURAL
AND ENGINEERING DESIGN SERVICES
THIS SECOND AMENDMENT to the Professional Services Agreement by and
between the CITY OF SAN RAFAEL (hereinafter “CITY”), and DAVID L. GATES &
ASSOCIATES, INC. (hereinafter “CONSULTANT”), is made and entered into as of
______________________.
RECITALS
WHEREAS, the CITY and CONSULTANT entered into a Professional Services
Agreement dated December 1, 2022 to perform professional services in connection with CITY’S
Landscape Architectural and Engineering Design Services, for an amount not to exceed
$498,734 (the “Agreement”); and
WHEREAS, the CITY entered into a First Amendment to the Professional Services
Agreement dated April 23, 2024, to perform additional professional services in connection with
CITY’s Landscape Architectural and Engineering Design Services, for an amount not to exceed
$47,600 and increasing the total not to exceed amount under the Agreement to $546,334; and
WHEREAS, CITY requires additional professional services from the CONSULTANT,
and the CONSULTANT is willing to provide such services.
AMENDMENT TO AGREEMENT
NOW, THEREFORE, the parties hereby agree to amend the Agreement as follows:
1. Article II of the Agreement, entitled “DUTIES OF CONSULTANT” is hereby
amended to include the additional services set forth in CONSULTANT’s proposal
dated June 16, 2024, attached to this Second Amendment as Exhibit A and
incorporated herein by reference.
2. Article IV of the Agreement, entitled “COMPENSATION” is hereby amended to
include additional compensation payable to CONSULTANT for the services
described in Exhibit A to this Second Amendment, on a fixed fee basis in
accordance with the Exhibit A, in a not-to-exceed amount of $19,450 and to change
the total not-to-exceed amount under the Agreement to $565,784.
2
3. Except as specifically amended herein, all of the other provisions, terms and
obligations of the Agreement between the parties shall remain valid and shall be in
full force.
IN WITNESS WHEREOF, the parties have executed this Second Amendment on the
day, month, and year first above written.
CITY OF SAN RAFAEL CONSULTANT
______________________________ By:______________________________
CRISTINE ALILOVICH, City Manager
Name:____________________________
Title:_____________________________
ATTEST:
[If Contractor is a corporation, add signature of
second corporate officer]
______________________________
LINDSAY LARA, City Clerk
By:_____________________________
APPROVED AS TO FORM: Name:____________________________
Title:_____________________________
______________________________
ROBERT F. EPSTEIN, City Attorney