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HomeMy WebLinkAboutCED Archaeolgical Testing ServicesAGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND EVANS & DE SHAZO, INC. FOR ARCHAEOLOGICAL TESTING SERVICES This Agreement is made and entered into as of Nov 1, 2024 (the "Effective Date"), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and EVANS & DE SHAZO, INC., 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 l . 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 September 12, 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 Rev. 08.22 1 $16,110.40. 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 on December 1, 2024. 4. PROJECT COORDINATION. A. CITY'S Project Manager. Margaret Kavanaugh -Lynch 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. Sally Evans 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 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 parry, and the notified parry'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 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. 08.22 2 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 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 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. 08.22 4 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: To CONSULTANT's Project Director: Margaret Kavanaugh -Lynch, Planning Manager Sally Evans, Principal 1400 Fifth Avenue Evans & De Shazo, Inc. San Rafael, CA 94901 1141 Gravenstein Highway South Sebastopol, CA 95472 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 v 08.22 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 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 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 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. 08.22 6 [Signatures are on the following page 08.22 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL: Cristine 4 lovicP7 Cristine Alilovich (Nov 1, 202409:51 PDT) CRISTINE ALILOVICH, City Manager APPROVED AS TO FORM: Office of the City Attorney Robed T Eekein Robert F. Epstein (Nov 1, 2 24 09:46 PDT) By: ROBERT F. EPSTEIN, City Attorney ATTEST: City Clerk Brenna NUYmI (for) (Nov 1, 2024 .52 PDT) LINDSAY LARA, City Clerk v 08.22 8 CONSULTANT: Digitally signed by Sally Evans Sally Evans Dazo,u,enaillly Evans, =Evans a Shazo, Inc.,ln, ou,email=sally@evans- deshazo.com, c=US Date: 2024.10.31 17:39:46-07'00' By: Evans & De Shazo, Inc. Name: Sally Evans Title: Principal Archaeologist / CEO [If CONSULTANT is a corporation, add signature of second corporate officer] By: Evans & De Shazo, inc. Name: Stacey De Shazo Title: Principal Architectural Historian 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 `` EVANS DE SHAZO, INC ARCHAEOLOGY HISTORIC PRESERVATION January 30, 2024 (Updated 9/12/2024) Margaret Kavanaugh -Lynch Planning Manager, Community Development Department City of San Rafael 1400 5th Street San Rafael, CA 94901 margaret.kavanaugh-Iynch@cityofsanrafael.org 1141 Gravenstein Highway South Sebastopol, CA 95472 Tel. 707-823-7400 www.evansmdeshazo.com Subject: Proposal to Complete Archaeological Testing for the Proposed Project at 420 and 450 4th Street and 1010 Grand Avenue in San Rafael, Morin County, California. Evans & De Shazo, Inc. (EDS) is pleased to provide Seagull Prime Real Estate Fund, LLC (client) a proposal to complete subsurface archaeological testing within the three adjacent properties at 420 and 450 4th Street and 1010 Grand Avenue in San Rafael, Marin County, California, including APN 014-091-15, -016, and -17, totaling 0.26 acres (Project Area). Auger testing was recommended by EDS and requested by the Federated Indians of Graton Ranchera (FIGR) due to the identification of shell midden soil in the southeastern portion of the Project Area and four Native American artifacts during archaeological monitoring of the demolition of the previous buildings that occurred in March 2023, and the results of the Historical Human Remains Detection Canine (HHRDC) survey in April 2023, which resulted in the identification of two areas where canines detected possible human remains scent. As such, EDS recommended further archaeological testing to determine the nature and extent of the shell midden within the Project Area and to verify the presence or absence of human remains in the north/central portion of the Project Area. Herein includes the proposed scope of work for the archaeological testing and associated costs. SCOPE OF WORK The proposed SOW to complete the subsurface archaeological testing includes the following tasks. Task 1. Project Management A Project Manager will be assigned to be the primary contact for the client, manage the completion of tasks, perform contract administration, planning, scheduling, and budgeting, and ensure the study is completed on time and within budget. Task 2. Subsurface Testing 2a. Auger Excavation EDS will excavate up to fifteen (15) hand -auger bores placed every 10 meters in a grid formation covering the entire Project Area. The hand -auger bores will be excavated to a maximum depth of four feet and the soil produced from the excavations will be screened through a 1/4-inch screen to inspect the soil for midden soil and artifacts. The auger boring will be backfilled upon completion and any artifacts identified within the excavations will be subject to in -field analysis (i.e., photographs, Proposal to Complete Archaeological Testing for the Proposed Project at 420 and 450 4th Street and 1010 Grand Avenue in San Rafael, Morin County, California. Page 1 AN 1141 Gravenstein Highway South EVANS & DE SHAZO, INC Sebastopol, CA 95472 ARCHAEOLOGY HISTORIC PRESERVATION Tel. 707-823-7400 www.evans-deshazo.com descriptions, measurements, etc.), then given to FIGR for temporary storage until a reburial plan is developed and implemented. The excavation locations will also be documented using a Global Positioning System (GPS) receiver capable of sub -meter accuracy. EDS will retain a FIGR Tribal monitor to be present during the auger excavation, which is expected to occur over two consecutive work days. 2b. Control Test Unit (CTU) Excavation If potential intact midden is detected during the auger excavation (Task 2a), a 1 x 0.5 meter controlled test unit (CTU) will be excavated in the location of the potential intact midden to assess the nature of the deposit and its condition (i.e., integrity). The CTU will be excavated in 10 centimeter levels, extending to one level below the base of the midden. The soil produced from CTU will be screened through a 1/4-inch screen and any artifacts identified within the CTU will be subject to in -field analysis (i.e., photographs, descriptions, measurements, etc.), then given to FIGR for temporary storage until a reburial plan is developed and implemented. The CTU will be backfilled upon completion. EDS will retain a FIGR Tribal monitor to be present during the CTU excavation, which is expected to occur within one and a half consecutive work days. The CTU excavation would occur following the completion of Task 2a and is subject to separate approval by the client and prepayment (see Authorization section). Task 3. Letter Report EDS will prepare a brief report providing the results of the subsurface testing. The report will provide a map showing the location of each excavation as well as updated recommendations for the Project. Department of Parks and Recreation (DPR) 523 forms will be prepared to document the resource and associated findings. EDS will provide a draft report to the client and FIGR for review and comment. The final report and associated DPR 523 forms will be submitted to the Northwest Information Center (NWIC) of the California Historical Resources Information Systems (CHRIS). Task 4. Tribal Consultation Support EDS will participate in virtual and/or in -person meetings with the client, City of San Rafael, and/or FIGR, as needed. PROPOSED SCHEDULE EDS can complete the SOW related to the Auger Excavation within 25 business days of the notice to proceed (NTP), noting that the completion of Task 2a is dependent on the weather and the availability of a Tribal monitor. FIGR REVIEW OF THIS SCOPE OF WORK FIGR has requested the opportunity to review the SOW provided herein prior to approval. Please forward this SOW to the City of San Rafael and request that they provide it to FIGR. Once FIGR has approved the SOW, EDS will move forward with the work. Proposal to Complete Archaeological Testing for the Proposed Project at 420 and 450 4th Street and 1010 Grand Avenue in San Rafael, Morin County, California. Page 2 Ak ?' EVANS DE SHAZO, IXC ARCHAEOLOGY & HISTORIC PRESERVATION ASSUMPTIONS 1141 Gravenstein Highway South Sebastopol, CA 95472 Tel. 707-823-7400 www.evans-deshazo.com • EDS assumes the soil excavated from the auger bores and CTU will be dry -screened. This proposal does not include additional field time or facilities to wet -screen the soil due to inclement weather. The fieldwork will not be completed until the soil is dry enough to screen. • If any human remains are encountered, work will be halted immediately, and the provisions of the PRC §5097.98 and §5097.99, and §7050.5 of the California Health and Safety Code will be complied with, including contacting the Marin County Coroner and the Native American Heritage Commission (NAHC). COST ESTIMATE 1: Project Management Project Manager $150.00 1.0 $150.00 Principal $165.00 18.0 $2,970.00 2a: Auger Testing Archaeologist Archaeologist $95.00 18.0 $1,710.00 Principal Archaeologist $165.00 4.0 $660.00 Archaeologist $95.00 4.0 $380.00 3: Letter Report GIS Specialist $115.00 1.0 $115.00 Technical Editor $115.00 1.0 $115.00 4: Meetings PrincipalArchaeologist $165.00 2.0 $330.00 Subtotal 49.0 $6,430.00 G&A and Estimated Direct Costs: General and Administrative (Rate: 12% of subtotal) $771.60 Travel Costs (GSA rate of $0.67/mile) $195.00 FIGR Tribal Monitor (Task 2a) 51.600.00 Task 2b: Control Test Unit (CTU) If potential intact midden is detected during the auger excavation (Task 2a), EDS will recommend the excavation of a 1 x 0.5 meter controlled test unit (CTU) in the location of the potential intact midden to assess the nature of the deposit and its condition (i.e., integrity). The results of the CTU will be presented in the report prepared under Task 3. Completion of Task 2a will require additional approval by the client and a separate prepayment. The cost estimate associated with excavating one CTU is provided below. Proposal to Complete Archaeological Testing for the Proposed Project at 420 and 450 4th Street and 1010 Grand Avenue in San Rafael, Morin County, California. Page 3 EVANS DE SHAZO, INC ARCHAEOLOGY HISTORIC PRESERVATION 1141 Gravenstein Highway South Sebastopol, CA 95472 Tel. 707-823-7400 www.evans-deshazo.com 1: Project Management Project Manager $150.00 1.0 $150.00 Principal $165.00 16.0 $2,640.00 2b: CTU Excavation Archaeologist Archaeologist $95.00 16.0 $1,520.00 Principal Archaeologist $165.00 2.0 $330.00 3: Incorporate Findings into Archaeologist $115.00 2.0 $230.00 Letter Report Technical Editor $115.00 0.5 $57.50 G&A and Estimated Direct Costs: General and Administrative (Rate: 12% of subtotal) Travel Costs (GSA rate for mileage) FIGR Tribal Monitor (Task 2a) INSURANCE Subtotal 37.5 $4,927.50 $591.30 $195.00 L.400.00 EDS maintains a Commercial General Liability policy with a $4,000,000.00 General Aggregate with $2,000,000.00 per occurrence and automotive liability for all hired and non -owned vehicles, as well as a Professional Liability policy and Worker's Compensation insurance. Certificates of insurance can be issued directly from our carrier if required. If specific endorsement language is required, arrangements will be made for its inclusion in the certificate of insurance. Additional endorsement cost is excluded from the cost estimate provided herein. PAYMENT TERMS EDS will provide an invoice upon delivery of the draft report. In accordance with the Costs Estimate, or unless otherwise agreed to by EDS in writing, payment is due within ten (10) days of the date provided on the EDS invoice. Payments not received within ten (10) days of the invoice date are subject to a 1.5% monthly late payment penalty. Proposal to Complete Archaeological Testing for the Proposed Project at 420 and 450 4th Street and 1010 Grand Avenue in San Rafael, Marin County, California. Page 4 1OEVANS DE SHAZO, IvC ARCHAEOLOGY HISTORIC PRESERVATION AUTHORIZATION 1141 Gravenstein Highway South Sebastopol, CA 95472 Tel. 707-823-7400 www.evans-deshazo.com If this SOW (not including the SOW for Task 2b. CTU Excavation), please sign and date below and provide it via email to sally@evans-deshazo.com. AUTHORIZED BY Signature Print Name Title AUTHORIZATION OF TASK 213. CTU EXCAVATION Date To authorize the excavation of one CTU, please sign and date below and provide this page via email to sally@evans-deshazo.com. AUTHORIZED BY Signature Print Name Title Date Proposal to Complete Archaeological Testing for the Proposed Project at 420 and 450 4th Street and 1010 Grand Avenue in San Rafael, Morin County, California. Page 5 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 v 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 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. 08.22 B-3 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor n/a 0 9/16/24 b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑X 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager 9/20/24 ❑X NT b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 9/20/24 Z NT 3 Department Director Approval of final agreement form to send to 0 contractor 4 Project Manager Forward three (3) originals of final agreement to ❑X contractor for their signature 5 Project Manager When necessary, contractor -signed agreement © N/A agendized for City Council approval *City Council approval required for Professional Services ❑x Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $17S,000 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 10/28/2024 MKL Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed agreement 8 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 9 City Manager / Mayor Agreement executed by City Council authorized official 10 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager Evans & De ,! 7. gical Testing Final Audit Report Created: 2024-11-01 By: Laraine Gittens (laraine.gittens@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAAybTLBwv6WWdVQgDHhNXg9yyW12AS3t 4 2024-11-01 "Evans & De Shazo, Inc PSA-Archaeological Testing" History Document created by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2024-11-01 - 3:54:24 PM GMT Document emailed to rob.epstein@cityofsanrafael.org for signature 2024-11-01 - 3:55:58 PM GMT Email viewed by rob.epstein@cityofsanrafael.org 2024-11-01 - 4:46:12 PM GMT 4� Signer rob.epstein@cityofsanrafael.org entered name at signing as Robert F. Epstein 2024-11-01 - 4:46:40 PM GMT Document e-signed by Robert F. Epstein (rob.epstein@cityofsanrafael.org) Signature Date: 2024-11-01 - 4:46:42 PM GMT - Time Source: server 14 Document emailed to Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) for approval 2024-11-01 - 4:46:46 PM GMT Email viewed by Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) 2024-11-01 - 4:49:53 PM GMT 'so Document approved by Brenna Nurmi (brenna.nurmi@cityofsanrafael.org) Approval Date: 2024-11-01 - 4:49:58 PM GMT - Time Source: server m Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2024-11-01 - 4:50:00 PM GMT Email viewed by cristine.alilovich@cityofsanrafael.org 2024-11-01 - 4:51:09 PM GMT Adobe Acrobat Sig—n 0� Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2024-11-01 - 4:51:28 PM GMT Document e-signed by Cristine Alilovich (cristine.alilovich@cityofsanrafael.org) Signature Date: 2024-11-01 - 4:51:30 PM GMT - Time Source: server Document emailed to brenna.nurmi@cityofsanrafael.org for signature 2024-11-01 - 4:51:32 PM GMT Email viewed by brenna.nurmi@cityofsanrafael.org 2024-11-01 - 4:51:57 PM GMT , Signer brenna.nurmi@cityofsanrafael.org entered name at signing as Brenna Nurmi (for) 2024-11-01 - 4:52:11 PM GMT Jo Document e-signed by Brenna Nurmi (for) (brenna.nurmi@cityofsanrafael.org) Signature Date: 2024-11-01 - 4:52:13 PM GMT - Time Source: server Agreement completed. 2024-11-01 - 4:52:13 PM GMT Adobe Acrobat Sign