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HomeMy WebLinkAboutPW Mechanical, Electrical, Plumbing Engineering and Design ServicesAGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND PRAGMATIC PE, INCORPORATED DBA PRAGMATIC PROFESSIONAL ENGINEERS FOR MECHANICAL, ELECTRICAL, AND PLUMBING ENGINEERING AND DESIGN SERVICES FOR ALBERT J. BORO COMMUNITY CENTER HVAC AND ROOF REPAIR PROJECT This Agreement is made and entered into as of Oct 30, 2024 (the "Effective Date"), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and PRAGMATIC PE, INCORPORATED DBA PRAGMATIC PROFESSIONAL ENGINEERS, a California corporation (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 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 F.xIiibit 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 August 19, 2024 ("Proposal") set forth in Exhibit A, which constitutes the basis for this Agreement. Rev. 08.22 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 $16,930. 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 one (1) year from Effective Date. 4. PROJECT COORDINATION. A. CITY'S Project Manager. Megan Kelly 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. Carlo Biscocho 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. TERMINATION. A. Discretionary. Either parry may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either parry may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the parry 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 v 08 22 2 prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 6. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 7. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other parry, 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 v 08 22 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, 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 LA 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 v 08 22 4 Agreement, to the other party. 14. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: To CITY's Project Manager: Megan Kelly, Assistant Engineer 111 Morphew Street San Rafael, CA 94901 15. INDEPENDENT CONTRACTOR. To CONSULTANT's Project Director: Carlo Biscocho 1885 Concourse Drive San Jose, CA, 94131 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. v 08 22 5 17. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 18. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other parry of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 19. COSTS AND ATTORNEY'S FEES. The prevailing parry 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 SIGNA This Agreement may be executed by electronic signature and in any number of counterparts, v 08 22 6 each of which shall be deemed an original, but all of which together shall constitute one document. Counterpart signature pages may be delivered by telecopier, email or other means of electronic transmission. [Signatures are on the following page. ] 08.22 7 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL: Cd;rO ie-AkZrv" Cristine Alilovich (Oct 30, 2024 21:39 PDT) CRISTINE ALILOVICH, City Manager APPROVED AS TO FORM: Office of the City Attorney Robert P. Ep.tein ;Oct A 202416:30 FJt By: ROBERT F. EPSTEIN, City Attorney ATTEST: City Clerk Brenna NUYMi «or) Brenna Nurmi (for) (Oct31. 202408:00 PDTI LINDSAY LARA, City Clerk 08.22 8 CONSULTANT: Cq]-10 Mcoch0 Carlo Biscocho (Oct 2, 2024 09:25 PDTJ By: Pragmatic Professional Engineers Name: Carlo Biscocho Title: Mechanical Engineer [If CONSULTANT is a corporation, add signature of second corporate officer] SA.-vaVL /s6"& Sargon dyi (Oct 10, 204 14:48 PDT) By: Pragmatic Professional Engineers Name: Sargon ishaya Title: CFO 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 A-1 txnlblt A pragmatic' PROFESSIONAL ENGINEERS 8/19/2024 Client: City of San Rafael megan.kelly@cityofsanrafael.org Dear Megan Kelly, Job: 24081406_AJ Boro_RoofU pgrade 50 Canal Street San Rafael, CA 94901 We want to thank you for the opportunity to provide consulting services for your project. We look forward to working with you and are sending this letter to document what you are requesting from us for the scope of work. Objective AJ Boro Community Roof Upgrade for the City of San Rafael at 50 Canal Street, San Rafael - Mechanical, Electrical and Plumbing Engineering and Design services. Line Items 1. Design Development 2. 50% Construction Drawings 3. 100% Construction Drawings 4. Add Alternative #1: Construction Administration - $3,500 5. Add Alternative #2: Generating Phasing Plans - $3,280 6. Add Alternative #3: Commissioning - $14,750 Subtotal: Tax: Total: $4,320.00 $5,075.00 $4,035.00 $0.00 $0.00 $0.00 $13,430.00 $0.00 $13,430.00 Fort Worth, TX . San Diego, CA . Kapolei, HI • San Jose, CA pragmatic ATTACHMENT A Job: PROFESSIONAL ENGINEERS AJ Boro Community Roof Upgrade for the City of San Rafael at 50 Canal Street, San Rafael - Mechanical, Electrical and Plumbing Engineering and Design services. Scope of Services 1. Design Development Phase a. Review bid documentation and as-builts and generate necessary requests for information. b. Visit the site once to verify the existing MEP site conditions. c. Attend (1) 1-hour online meetings. One representative from each trade shall call into the meeting. d. Generate a Basis of Design with the MEP assumptions and calculations used for the scope of work. e. Select new HVAC equipment. Coordinate with Structural the new rooftop units. f. Generate preliminary electrical & plumbing single line diagrams showing the required the scope of work. g. Generate equipment schedules. h. Issue a Design Development drawing package to the Client for review and approval. 2. 50% Construction Documents a. Generate 50% MEP Construction Documents based on the approved Design Development drawings. This package shall include: a. Mechanical roof plans showing the new rooftop units b. Equipment Schedules c. Electrical roof power plans, single line diagrams, voltage drop calculations and panel schedules for the scope of work d. Plumbing roof plans showing the point of connection to the existing condensate and natural gas lines. b. Attend (2) 1-hour online meetings. One representative from each trade shall call into the meeting. c. Finalize equipment selections and schedules with the equipment vendor. Gain approval from project stakeholders on selected equipment. d. Incorporate Client's comments based on the 50% Construction Documents drawing package. August 19, 2024 pragmatic PROFESSIONAL ENGINEERS ATTACHMENT A 3. 100% Construction Documents & Permit a. Finalize Basis of Design and gain approval from Client. b. Finalize any outstanding coordination items with the other trades c. Incorporate any final Client's comments from the 50% CD package and generate 100% CD set. d. Attend (1) 1-hour online meetings. One representative from each trade shall call into the meeting. e. Respond up to (2) rounds of City plan check comments. Add Alternate #1: Construction Administration 1. Answer RFIs any from the contractors throughout the construction phase of the project. Provide sketches as necessary to respond to the RFIs. 2. Review and comment on equipment submittals. 3. Attend up to (1) site visits during the construction phase for each trade. 4. Attend up to (4) 1-hour online meetings. One person from Pragmatic PE shall call into this meeting to represent all three trades. Add Alternate #2: Generate Phasing Plans 1. Generate separate plans based on the construction phase determined by the GC. 2. This alternate assumes a maximum of two phases. Any additional phases shall be considered as additional services. Add Alternate #3: Commissioning Services August 19, 2024 pragmatic PROFESSIONAL ENGINEERS ATTACHMENT A Clarifications 1. This proposal is based on the email correspondence between Carlo Biscocho (Pragmatic Professional Engineers) and Megan Kelly (City of San Rafael) dated August 8, 2024. 2. We assume this project shall be done in 2D AutoCAD. 3. This proposal is based on the following schedule: a. 2-weeks for Design Development b. 2-weeks for 50% Construction Documents c. 1-week for 100% Construction Documents d. 2-weeks for Plan Check Responses 4. We assume existing distribution and branch circuit panels have adequate capacity for this scope of work and upgrading the existing utility service is not required. If load reading of any electrical panel for verifying panel capacity is required, performing load reading shall be the Client's responsibility. Client Responsibilities This project demands significant client involvement. To help achieve a smooth and successful implementation, it will be your responsibility to: 1. Answer any requests for information within two working days. 2. Obtain client approval through different stages of the design. 3. Issue backgrounds a minimum of 3-working days before any deliverable. 4. Provide MEP as-builts in PDF and CAD format. August 19, 2024 pragmatic PROFESSIONAL ENGINEERS ATTACHMENT A Services not in Scope 1. Permit fees or routing. We will publish electronically singed PDF drawings for submission to the City by others. 2. Meetings or site visits other than the ones explicitly stated under the Scope of Services section. 3. Coordination or corresponding with the utility company. 4. We assume that architectural, fire sprinkler, landscape, structural, food service and civil drawings will be provided by others. 5. Field coordination and Clash Detection. This proposal assumes that the Contractors will provide any required detailing and field adjustments to complete the scope of work. 6. Specifications or plan/spec documentation - the deliverables of this proposal will be suited for design/assist construction where the contractor is responsible to implement code - compliant means and methods of construction to deliver a robust installation based on the design shown on the drawings. 7. LEED forms or calculations of any kind. 8. Energy modeling, utility rebates or incentives. If these are desired, then the schedule is going to be compromised and the associated engineering fees for this scope of work may increase. 9. ESG and/or sustainability studies. 10. Blueprint, hard -copy signing of plans, and delivery fees. 11. PG&E or water purveyor meter applications. We assume that any meter applications will be coordinated by the owner. 12. Cost Estimating. 13. Any lighting design, photometric studies or photovoltaics. 14. Tel./Data, Security, and fire alarm systems. 15. Arc flash, breakers coordination and, short circuit calculation of electrical panels. 16. Outdoor lighting design of any kind. August 19, 2024 AGREEMENT FOR CONSULTING SERVICES This Agreement for Consulting Services is entered into between Rachael Ishaya of Pragmatic PE, having its principal business mailing address at 1177 Branham Lane #150, San Jose, California 95118, and the Client Client agrees to acquire, and Pragmatic PE agrees to provide, the services described herein This page, together with the attached Standard Terms and Conditions and all exhibits or other attachments referenced therein (collectively, the "Agreement"), constitutes the complete and exclusive statement of the Agreement between the parties with regard to its subject matter, supersedes any and all negotiations and other agreements (either oral or written) between the parties with regard to its subject matter, as well as any course of dealing, usage of trade or course of performance, and contains all ofthe parties' covenants and agreements with regard to its subject matter. Pragmatic PE: (,u& 194=4 Pragmatic Professional Engineers Client: City of San Rafael 8/19/2024 Date Date STANDARD TERMS AND CONDITIONS 1. Services to be Provided Pragmatic PE shall provide to Client the consulting services set forth above hereto and incorporated by reference herein (the "Services"). Pragmatic PE shall devote such time to the performance ofthe Services as is reasonably necessary for a satisfactory performance. Pragmatic PE will determine the method, details, and means of performing the Services. Client authorizes the Contact Person named above to be Client's sole agent in communicating with Pragmatic PE with respect to this Agreement. The parties may add subsequent or additional Services not included in the initial Agreement by completing amendments to this proposal. No amendment shall be valid unless it is signed by both parties. 2. Relationship of Parties and Additional Obligations A. Status of Contractor: Pragmatic PE enters into this Agreement as, and shall continue to be, an independent contractor. Under no circumstances shall Pragmatic PE look to Client as its employer, nor as a partner, or principal. Pragmatic PE shall not be entitled to any benefits accorded to Client's employees, including, without limitation, workers compensation, disability insurance, vacation or sick pay. Pragmatic PE shall be responsible for providing, at its expense, and in its name, disability, worker's compensation or other insurance as well as licenses and permits usual or necessary for conducting the services hereunder. B. Payment of Income Taxes: Pragmatic PE shall pay, when and as due, any and all taxes incurred as a result of Pragmatic PE's compensation hereunder, including estimated taxes, and shall provide Client with proof ofsaid payments upon demand. C. Non -Exclusive Relationship: Pragmatic PE agrees to devote a reasonable number of hours to performance ofthe Services. Consistent with this requirement, Pragmatic PE may concurrently perform services for such additional clients, persons, or companies as Pragmatic PE sees fit. D. Employment of Personnel: To the extent reasonably necessary to enable Pragmatic PE to perform the Services, Pragmatic PE shall be authorized to engage the services of any employees or independent contractors that it may deem proper. The cost of the services of such employees or independent contractors shall not increase the fees to Client. E. New Developments: In the event that Pragmatic PE designs, creates, invents, authors, or otherwise produces any invention, development, work of authorship, or other intellectual property (hereinafter referred to as a "New Development") in the course of performing the Services hereunder, said work product shall not be considered a work for hire, but shall belong solely to Pragmatic PE. Client shall have no right, title or interest in any New Development. F. Confidential Information: "Confidential Information" means any written, printed, graphic, or electronically recorded materials furnished by Client for use by Pragmatic PE that are identified in writing by Client to Pragmatic PE as confidential. Pragmatic PE shall maintain in confidence and shall not disclose or use, either during or after the term of this Agreement, any Confidential Information, whether or not it is in written or permanent form, except to the extent necessary to perform the Services. Confidential Information does not include information (a) already known by Pragmatic PE at the time it is disclosed as shown by written records; (b) publicly known without breach ofthis Agreement; (c) received from a third party authorized to disclose it without restriction; (d) independently developed by Pragmatic PE without use of Confidential Information; or (e) required by law, regulation or valid court or government order to be disclosed, if Pragmatic PE first notifies Client, so that Client may seek a protective order. Client agrees to permit Pragmatic PE to use without charge Client's name and photo ofthe project in scope of work on Pragmatic PE website and other marketing materials. 3. Payment Client agrees to pay Pragmatic PE, at the address indicated above in this Agreement, the amount set forth in the fee schedule contained in Exhibit B1 and Exhibit B2 attached hereto, plus reimbursable expenses pursuant to Paragraph 7 below. Payment is due upon receipt of invoice. Interest will accrue at the rate of ten percent (10%) per annum on all payments fifteen (15) days past due. Failure to make timely payments as specified herein constitutes a breach ofthis Agreement. All payments set forth in Exhibit Bl and Exhibit B2 are non-refundable. The parties may provide for payment for subsequent or additional Services not included in the initial Agreement by completing amendments to Exhibit B1 or Exhibit B2. No amendment shall be valid unless it is signed by both parties. 4. Place of Performance All services and materials shall be provided at the project address, Pragmatic PE's offices, or at other mutually agreeable locations. S. Excuse of Performance Pragmatic PE shall not be responsible for delay in performance ofthe Services in whole or in part if occasioned by strike, acts ofterrorism, war, riot, revolution, embargo, flood, fire, drought, accident, insurrection, lockouts, breakdown of machinery, acts of God or any other unavoidable cause other than Pragmatic PE's own negligence. 6. Reimbursable Expenses Reimbursable expenses are in addition to the fees set forth in Exhibit A. Client agrees to reimburse Pragmatic PE for reasonable expenses including, but not limited to, travel with lodging and meals, postage, photocopy charges, long-distance phone charges, overnight mail, delivery charges, blueprints, models, presentation materials, parking fees, tolls, and mileage at the prevailing IRS rate and expedited secretarial services. 7. Taxes Client is responsible for all federal, state or local, import duties, levies or imposts and all sales, use, value-added and other taxes of any nature assessed upon or with respect to any goods being acquired pursuant to this Agreement, exclusive, however, oftaxes based on Pragmatic PE's income. 8. Termination This Agreement may be terminated at any time by either party for any reason upon five (5) business days' written notice. 9. Warranty There is no warranty that the services rendered under this agreement are merchantable or suitable for any particular purpose. 10. Limitation of Liability The services and the work product of consultant or sold as is. In all circumstances, the maximum liability of consultant, its managers, officers, employees, agents and affiliates, to client for damages for any and all causes whatsoever, and clients maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the fees paid by client to consultant pursuant to Exhibit Bl or Exhibit B2. In no event shall consultant be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by consultant even if consultant has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy. 11. Choice of Law, Jurisdiction The validity of this Agreement and of any of its terms or provisions, as well as the rights and duties of the parties arising under or growing out of this agreement, shall be governed by the internal laws of the state in which the project site is located, without regard to the state's choice -of -law provisions. The parties hereby consent to the jurisdiction of the state in which the project site is located,and agree that any disputes relating to this Agreement shall be resolved in the courts ofthe state in which the project site is located, to the exclusion of any other jurisdiction. 12. Attorneys' Fees; Waiver; Severability If any action at law or in equity, including any arbitration proceeding, is brought to enforce or interpret any of the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and court costs, in addition to any other reliefto which it may be entitled. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any subsequent breach ofthe same or any other provisions herein. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or enforceable, the rest ofthe Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 13. Construction Unless the context clearly requires otherwise, all references in this Agreement to the plural will include the singular, and all references to the singular will include the plural; all references to gender will include the masculine, feminine, and neuter genders; the words "shall," "will," or "agrees" are mandatory, the word "may" is permissive, and the words "day" or "days" refer to calendar days; the word "or" is not exclusive; and the words "includes" and "including" are not limiting. This Agreement shall be construed fairly as to all parties and not in favor of or against any ofthe parties, regardless of which ofthe parties prepared this Agreement. Headings are provided for convenience only and shall not be considered in interpreting this Agreement. 14. Successors and Assigns This Agreement shall be binding upon and inure to the benefits ofthe subsidiaries, affiliates, successors and assigns of the parties. 15. Notice Any notices delivered under this Agreement shall be deemed delivered when personally delivered or five (5) days after they are deposited with the United States Postal Service, or analogous national postal service, or certified mail, return receipt requested, addressed to the parties at their addresses set forth above in this Agreement. Any party may change the address to which notices are to be sent by mailing written notice thereof to the other party as provided in this Paragraph. 16. Amendments, Modifications, Extras, No Waiver Any modification of this Agreement will be effective only if it is in writing and signed by all of the parties. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same provision or of any other provision. Any changes in the consulting services described in Exhibit A are "extras" and are subject to additional fees and charges. 17. Effective Date This Agreement shall be effective as ofthe date the last party signs this Agreement. 18. Counterparts This Agreement may be executed in one or more counterparts or by separate signature pages attached hereto, may be delivered in a signed original or by email transmission, and as executed shall constitute one agreement, binding on all the parties, even though all the parties do not sign the original or the same counterpart or signature page. 19. Assignment This Agreement may not be assigned by either party without the prior written consent ofthe other party. EXHIBIT "Al" (FIXED FEE PORTION) 1. Payment Schedule A. Upon execution of this agreement: $0.00 Progress payments billed monthly per rates above. 2. Estimated Reimbursable Expenses A. Upon completion of this agreement: $0.00 EXHIBIT "A2" (COST PLUS PORTION) 1. Consulting Fees 2024 2025 2026 2027 A. Drafter 1 $86.00 $90.00 $95.00 $100.00 B. Drafter II $90.00 $110.00 $115.00 $120.00 C. Drafter III $110.00 $120.00 $125.00 $130.00 D. Drafter IV $120.00 $130.00 $135.00 $140.00 E. Drafter V $130.00 $140.00 $145.00 $150.00 F. Drafter VI $140.00 $150.00 $155.00 $160.00 G. Engineer 1 $170.00 $180.00 $185.00 $195.00 H. Engineer II $190.00 $200.00 $210.00 $225.00 I. Engineer III $205.00 $220.00 $230.00 $245.00 J. Engineer IV $225.00 $240.00 $250.00 $265.00 K. Engineer V $245.00 $260.00 $270.00 $285.00 L. Engineer VI $275.00 $290.00 $310.00 $330.00 M. Engineer VII $305.00 $320.00 $335.00 $355.00 N. Engineer VIII $335.00 $350.00 $370.00 $390.00 Additional fees will not be incurred without written direction beforehand. 2. Payment Schedule A. Upon execution as a retainer: $0.00 B. All other fees and reimbursable expenses due upon receipt of invoice. 3. Estimated Reimbursable Expenses A. Expenses incurred to date: $0.00 B. Estimated future expenses: $0.00 C. Blueprint fees: Cost + 10% D. Blueprint delivery fees: $1.00/mile 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 Rev 08.22 B-1 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 parry. 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 08.22 B-2 such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse any third parry 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. 08.22 B-3 �p,Y RA F�46!l l �1 2 o Ty WITH p r 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: Shannon Mackle (for Megan Kelly) Extension: 3353 Contractor Name: Pragmatic Professional Engineers Contractor's Contact: Carlo Biscocho Contact's Email: carlo.biscocho@pragmaticpe.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT Project Manager a. Email PINS Introductory Notice to Contractor DATE Check/Initial 1 Click here to ❑ enter a date. b. Email contract (in Word) and attachments to City 9/16/2024 Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑X SM 2 City Attorney a. Review, revise, and comment on draft agreement 10/1/2024 and return to Project Manager 10/1/2024 ® NT b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor ❑X NT 3 Department Director Approval of final agreement form to send to 10/1/2024 ® AM contractor ❑X 4 Project Manager Forward three (3) originals of final agreement to 10/1/2024 contractor for their signature When necessary, contractor -signed agreement 5 Project Manager ❑X N/A agendized for City Council approval * *City Council approval required for Professional Services ❑ Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Click here to Date of City Council approval enter a date PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form Review and approve hard copy of signed 7 City Attorney agreement Review and approve insurance in PINS , and bonds 8 City Attorney City Manager / Mayor (for Public Works Contracts) 9 Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager PSA - Pragmatic - MEP Design Services at AJB Center Final Audit Report Created: 2024-10-01 By: Shannon Mackie (shannon.mackle@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAA_G90sl-LuitljWVh6FU7uCInKvNTaw5i 2024-10-31 "PSA - Pragmatic - MEP Design Services at AJB Center" History Document created by Shannon Mackie (shannon.mackle@cityofsanrafael.org) 2024-10-01 - 9:41:22 PM GMT- IP address: 199.88.113.8 P. Document emailed to carlo.biscocho@pragmaticpe.com for signature 2024-10-01 - 9:44:57 PM GMT ZZ Document shared with Jonathan Schellin Oonathans@cityofsanrafael.org) by Shannon Mackie (shannon. mackle@cityofsanrafael.org) 2024-10-01 - 9:47:07 PM GMT- IP address: 199.88.113.8 Email viewed by cario.biscocho@pragmaticpe.com 2024-10-02 - 4:24:35 PM GMT- IP address: 76.102.245.243 dQ Signer cario.biscocho@pragmaticpe.com entered name at signing as Carlo Biscocho 2024-10-02 - 4:25:29 PM GMT- IP address: 76.102.245.243 b© Document e-signed by Carlo Biscocho(cario.biscocho@pragmaticpe.com) Signature Date: 2024-10-02 - 4:25:31 PM GMT - Time Source: server- IP address: 76.102.245.243 �y Document emailed to sargon@pragmaticpe.com for signature 2024-10-02 - 4:25:36 PM GMT Email viewed by sargon@pragmaticpe.com 2024-10-03 - 11:10:06 AM GMT- IP address: 104.28.97.25 Email viewed by sargon@pragmaticpe.com 2024-10-10 - 9:46:37 PM GMT- IP address: 76.103.149.6 64 Signer sargon@pragmaticpe.com entered name at signing as Sargon Ishaya 2024-10-10 - 9:48:24 PM GMT- IP address: 76.103.149.6 SAN RAFAEL Powered by Adobe �� Acrobat Sign 6© Document e-signed by Sargon Ishaya (sargon@pragmaticpe.com) Signature Date: 2024-10-10 - 9:48:26 PM GMT - Time Source: server- IP address: 76.103.149.6 E-4' Document emailed to Laraine Gittens (laraine.gittens@cityofsanrafael.org) for approval 2024-10-10 - 9:48:28 PM GMT Email viewed by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2024-10-10 - 10:40:58 PM GMT- IP address: 104.47.64.254 Email viewed by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2024-10-25 - 7:33:54 PM GMT- IP address: 104.47.64.254 6© Document approved by Laraine Gittens (laraine.gittens@cityofsanrafael.org) Approval Date: 2024-10-25 - 7:37:00 PM GMT - Time Source: server- IP address: 199.88.113.8 E'y Document emailed to rob.epstein@cityofsanrafael.org for signature 2024-10-25 - 7:37:03 PM GMT Email viewed by rob.epstein@cityofsanrafael.org 2024-10-25 - 11:29:41 PM GMT- IP address: 24.5.134.43 6a Signer rob.epstein@cityofsanrafael.org entered name at signing as Robert F. Epstein 2024-10-25 - 11:29:58 PM GMT- IP address: 24.5.134.43 A) Document e-signed by Robert F. Epstein(rob.epstein@cityofsanrafael.org) Signature Date: 2024-10-25 - 11:30:00 PM GMT - Time Source: server- IP address: 24.5.134.43 24 Document emailed to city.clerk@cityofsanrafael.org for approval 2024-10-25 - 11:30:02 PM GMT Email viewed by city. clerk@cityofsanrafael.org 2024-10-25 - 11:30:32 PM GMT- IP address: 40.94.28.254 AG Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi 2024-10-28 - 2:54:35 PM GMT- IP address: 199.88.113.8 d© Document approved by Brenna Nurmi (city.clerk@cityofsanrafael.org) Approval Date: 2024-10-28 - 2:54:37 PM GMT - Time Source: server- IP address: 199.88.113.8 E41 Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2024-10-28 - 2:54:39 PM GMT Email viewed by cristine.alilovich@cityofsanrafael.org 2024-10-31 - 4:39:03 AM GMT- IF address: 104.47.65.254 �a Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2024-10-31 - 4:39:21 AM GMT- IP address: 71.198.110.147 ��� SAN RAFAEL I Powered AdobebY ""1`"' ! Acrobat Sign GS© Document e-signed by Cristine Alilovich(cristine.alilovich@cityofsanrafael.org) Signature Date: 2024-10-31 - 4:39:23 AM GMT - Time Source: server- IP address: 71.198.110.147 C'w Document emailed to city.clerk@cityofsanrafael.org for signature 2024-10-31 - 4:39:25 AM GMT Email viewed by city. clerk@cityofsanrafael.org 2024-10-31 - 2:59:52 PM GMT- IP address: 104.47.64.254 6© Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi (for) 2024-10-31 - 3:00:05 PM GMT- IP address: 199.88.113.8 6© Document e-signed by Brenna Nurmi (for) (city.clerk@cityofsanrafael.org) Signature Date: 2024-10-31 - 3:00:07 PM GMT - Time Source: server- IP address: 199.88.113.8 Agreement completed. 2024-10-31 - 3:00:07 PM GMT �'• SAN RAFAEL Adobe " `` ' Acrobat Sign