Press Alt + R to read the document text or Alt + P to download or print.

No preview available

The URL can be used to link to this page

Home My WebLink AboutPW Albert J. Boro Roofing Replacement Design ServicesAGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SAN RAFAEL AND CALIFORNIA COLORADO MARTIN/MARTIN, INC. FOR ALBERT J. BORO CENTER ROOFING REPLACEMENT DESIGN SERVICES This Agreement is made and entered into as of Nov 18, 2024 (the "Effective Date"), by and between the CITY OF SAN RAFAEL, a chartered California municipal corporation (hereinafter "CITY"), and CALIFORNIA COLORADO MARTIN/MARTIN, INC., a Colorado 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 engineering services in accordance with the applicable engineering Standard of Care, which is defined as the provision of professional services in a manner consistent with that degree of care and skill ordinarily exercised by members of the engineering profession currently practicing under comparable circumstances, time frame and locality; 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 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 August 26, 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 Rev. 08.22 CONSULTANT for all materials provided and services rendered by CONSULTANT a fixed fee, as further described in Exhibit A, in an amount of $46,300. CONSULTANT will bill City for Services provided by CONSULTANT, subject to verification by CITY. CITY will pay CONSULTANT within thirty (30) days of City's receipt of invoice. 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 the 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. Kevin Dunham 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 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 parry'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 2 6. OWNERSHIP OF DOCUMENTS. Except for materials produced outside of this agreement but utilized on this project, such as standard details and specifications, 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. Any re -use, or modification of the materials prepared by the CONSULTANT without the involvement and approval of the CONSULTANT is at the sole risk of the CITY with no liability to the CONSULTANT. 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 v 08.22 negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT'S performance of or operations under this Agreement, CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONSULTANT under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the CITY and its officers, officials, and employees (collectively City Indemnitees) from and against damages, liabilities or costs (including incidental damages, Court costs, reasonable attorney's fees as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in connection therewith and costs of investigation) to the extent they are caused by the negligence, recklessness, 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 to the extent required by the Standard of Care . CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall 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. 08.22 4 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. 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 I I I Morphew Street San Rafael, CA 94901 15. INDEPENDENT CONTRACTOR. To CONSULTANT's Project Director: Kevin Dunham 12499 West Colfax Avenue Lakewood, Colorado, 80215 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, 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. v 08 22 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. [Signanirc y are on the following J)tr,,c j v 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: CONSULTANT: Cdsivae-ALGld//L!.iL Ci istine Alilovich (Nov 18. 2024 20:33 PST) CRISTINE ALILOVICH, City Manager APPROVED AS TO FORM: Office of the City Attorney ?ohertF Ep::ein lFlo•�.S. 20241E:08 PST) By: ROBERT F. EPSTEIN, City Attorney ATTEST: City Clerk grenna NUrmi Mor) &enna Norm, (16r1 INpv 19. 2024 OF, `4 PSr LINDSAY LARA, City Clerk 08.22 8 keVlll1l amhaw Kevin S. Dunham (Nov 13, 202410:26 MST) By: Martin/Martin Name: Kevin S. Dunham Title: Principal [If CONSULTANT is a corporation, add signature of second corporate officer] Betz 8rarwzW Ben Bromiel (Nov 18, 2024 09:20 MST) By: Ben Bromiel Name: Ben Bromiel Title: Principal, Vice President 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 Exhibit MA_IRWMARTIN CONSULTING ENGINEERS August 8, 2024 Revised August 26, 2024 Megan Kelly City of San Rafael, Department of Public Works 111 Morphew Street San Rafael, California 94901 PROPOSED AGREEMENT FOR SERVICES Martin/Martin, Inc. is hereby authorized to perform the following engineering services for: REVISED Job Title: 50 Canal Street —Albert J. Boro Community Center Proposal I. PROJECT DESCRIPTION Services were determined from an email from Megan Kelly received on July 29, 2024. Based on this email, Martin/Martin, Inc. will provide design and/or review services for the roofing replacement. II. SERVICES A. Basic Scope of Services 1. Construction Drawings - Design Roofing Replacement a. Perform one site visit to observe the roof and evaluate specific conditions and details of the roof. The site visit will occur in one day. b. Develop Construction Documents for the re -roofing of the Albert J. Boro Community Center in San Rafael, California. 1) Martin/Martin, Inc. will coordinate with City of San Rafael, Department of Public Works regarding design and to determine the appropriate roofing system which could include a single -ply membrane or built-up assembly. 2) Issue 75% design submittal during design for City of San Rafael Review and comment. Comments from the design review will be incorporated in the final Construction Documents. c. Issue Construction Documents including plans, details, and specifications, as needed, to meet the requirements of the local Authority Having Jurisdiction (AHJ). Details for roof equipment pedestals will be coordinated by Owner. 1) Final Construction Documents will be set up to allow for phased construction with the lower section of roofs incorporated in Phase I and upper section of roof in Phase II. d. Provide a preliminary "rough order of magnitude" cost estimate for the roofing replacement for budgetary planning. e. Calculate the Building -Code -specified wind design pressures for the roof. Internal design pressure will be provided by the Owner. MARTIN/MARTIN, INC. Lakewood, CO Albuquerque, NM Atlanta, GA Avon, CO Bay Area, CA Cheyenne, WY Fort Collins, CO Kansas City, MO Northwest Arkansas martinnnartin.com March 2024 50 Canal Street —Albert J. Boro Community Center August 8, 2024 Revised August 13, 2024 f. Attend one virtual coordination meeting with the City of San Rafael and a mechanical engineering design consultant. B. Optional Services 1. Construction Administration — Roofing Replacement a. Attend one pre -construction meeting with the selected Contractor on site. b. Perform up to five site observations during the construction of the Project and at Project close-out, to observe the progress of construction and verify approximate quantities of work complete. 1) Owner/Engineer/Contractor (OEC) meetings, if desired, will be billed hourly, in addition to the fee indicated below. c. Issue a field observation report following each site visit, complete with our observations and any action items discussed with the Contractor during the site walk. d. Spend up to 20 hours reviewing Contractor's submittals, respond to substitution requests, and answer Requests for Information (RFIs). e. Issue a Project completion letter. C. Assumptions/Understandings/Clarifications/Exclusions 1. Testing, invasive testing, lift access, structural analysis, cost estimates, surveys, life cycle cost or other computer simulated energy modeling, LEED, or other green building certification, and generating repair or Design Documents, if requested, will be in addition to the estimated fee outlined below. If necessary, a Contractor hired by the Owner will be required to open and repair invasive test locations. 2. Bidding specifications, front end specifications, bid leveling, pre -bid coordination, pre -bid meetings and instructions for bidders, if desired, will be in addition to the estimated fee noted below. 3. Site observation, above those indicated above, will be in addition to the estimated fee outlined below. 4. Permitting will be submitted and lead by selected General Contractor or Owner. 5. Plumbing design for drain recommendations, if necessary, will be performed by others. 6. Meetings to summarize scope of work or explanation of work items in detail with Owner or Contractor will be in addition to the estimated fee outlined below. 7. Discovered conditions found during Construction Administration are not part of the Construction Administration fee. 8. Infrared thermography or drone scanning, if desired, will be in addition to the estimated fee indicated below. 9. Roofing material will be selected to meet the requirements of the local AHJ. 10. LEED Certification is not desired for the re -roofing Project. 11. Fagade investigation, if desired, will be in addition to the estimated fee indicated below. 12. Access to the roof will be provided by the Owner. Lift rental or other access equipment will be in addition to the fee indicated below. Page218 50 Canal Street — Albert J. Boro Community Center August 8, 2024 Revised August 13, 2024 13. Hygrothermal analysis of the roofing assembly to evaluate vapor transmission and determine appropriate insulation requirements to minimize condensation, if requested, will be in addition to the fee indicated below. 14. Analysis of the roof diaphragm in accordance with Section 707.3.2 of the International Existing Building Code (IEBC) is not included in this Proposal. We will provide an estimated fee to perform this evaluation, if the AHJ indicates it is required. 15. Owner review periods, above those outlined above, will be in addition to the fee indicated above. III. MARTIN/MARTIN, INC. TERMS AND CONDITIONS OF SERVICE All work directed in writing by the Client and completed by Martin/Martin, Inc. prior to the execution of the final Agreement for the Project will be subject to the Terms and Conditions noted below. The Terms and Conditions noted below form the basis of the proposed fee. Martin/Martin, Inc. reserves the right to modify the fee in response to any changes to these terms in the final Agreement. IV. RESPONSIBILITIES OF MARTIN/MARTIN, INC. Martin/Martin, Inc. will perform professional engineering services as specified under "Services." V. RESPONSIBILITIES OF CLIENT A. Provide all criteria and full information as to requirements of the Project. B. Designate a person to act as a representative with respect to professional and contractual "Services" of Martin/Martin, Inc. Martin/Martin, Inc. shall be deemed able to rely on any and all direction provided by this individual including, but not limited to, project approach/direction, contractual matters, and "Additional Services." C. Give prompt notice to Martin/Martin, Inc. of any development that affects the scope and/or timing of Martin/Martin, Inc. Services. D. Coordinate Martin/Martin, Inc. work with that of other Consultants. E. If Martin/Martin, Inc. is not providing services during the construction process, the Client hereby agrees: 1. To contact Martin/Martin, Inc. if Construction Documents are unclear or errors or omissions are discovered. 2. That Martin/Martin, Inc. will not be liable, where Client and/or Contractor do not comply with the Design Documents, make their own interpretation of, and/or revise the original intent of the Construction Documents and Design Drawings. VI. PERIOD OF SERVICE Page 318 50 Canal Street —Albert J. Boro Community Center August 8, 2024 Revised August 13, 2024 The "Services" of Martin/Martin, Inc. and compensation therefore have been agreed to in anticipation of the orderly and continuous progress of the Project as specified under "Services." VII. MISCELLANEOUS A. If, at anytime, the scope of the Project is changed from that on which the "Proposed Agreement For Services" is based, the scope and compensation will be subject to renegotiation. B. It is expressly understood and agreed, notwithstanding any reference to any rule or regulation, that Martin/Martin, Inc. has no responsibility or duty for guaranteeing, warranting, directing, or superintending the Contractor's work means and methods, safety of the jobsite, processes, failure to carry out the work in accordance with contract requirements, timeliness in performance of the work or any other aspect of construction for which the Contractor has responsibility. C. Martin/Martin, Inc. has no control over the condition of the existing facility and shall not be responsible for costs and delays associated with unacceptable conditions identified at the time of this Project or latent defects in the existing building. D. All work completed by the 251h of the month will be billed the following month. Payment is due on receipt of the bill. If payment is not received by Martin/Martin, Inc. within thirty (30) days after the date of the bill, Martin/Martin, Inc. may: 1. After giving seven (7) days written notice, suspend work until payment is received, and/or; 2. Add to amounts over thirty (30) days due, a service charge of one and one-half (1-1/2) percent per month (annual percentage rate: 18%). 3. In the event of any non-payment of any amounts billed and due, Client agrees to pay a service charge and all costs of collection, including Attorneys' fees. In the event of delay or suspension of work by reason of this paragraph, Martin/Martin, Inc. will be entitled to reimbursement of all costs related to such delay or suspension. Any delay caused by a suspension of work under this paragraph shall not be deemed a breach of this Agreement by Martin/Martin, Inc. E. If the Project is postponed, delayed, suspended, or abandoned for any reason other than the provisions of Paragraph D above, Martin/Martin, Inc. will be paid for all work already performed, based on the Schedule of Rates and Charges under "COMPENSATION" plus all additional costs incurred by Martin/Martin, Inc. due to said postponement, delay, suspension, or abandonment. F. This Agreement maybe terminated for convenience by either party on seven (7) days written notice to the other party, in which case, Martin/Martin, Inc. will be paid for all work already performed, based on the Schedule of Rates and Charges under "Compensation," plus all additional costs incurred by Martin/Martin, Inc. due to said termination. P a g e 4 1 8 50 Canal Street—AlbertJ. Boro Community Center August 8, 2024 Revised August 13, 2024 G. Any opinions of probable project costs or construction costs rendered by Martin/Martin, Inc. represent its best judgment and are furnished for general guidance. Martin/Martin, Inc. makes no warranty or guaranty, either expressed or implied, as to the accuracy of such opinions as compared to bid or actual costs. H. Martin/Martin, Inc. will perform its Services in accordance with the applicable Standard of Care, which is defined as the provision of professional services in a manner consistent with that degree of care and skill ordinarily exercised by members of the engineering profession currently practicing under similar circumstances at the same time and in the same locality ("Standard of Care"). Martin/Martin, Inc. makes or gives no warranty or guarantee of any kind, expressed or implied, as part of its provision of services. Insurance: Martin/Martin, Inc. agrees to maintain policies of insurance in effect during the term of this Agreement, as follows: 1. Worker's Compensation in accordance with applicable law and Employer's Liability Insurance with limits of not less than one hundred thousand dollars ($100,000). 2. Commercial General Liability Insurance, with limits of liability for each occurrence and in the aggregate, of not less than one million dollars ($1,000,000). 3. Business Automobile liability insurance covering all owned, hired, or non -owned vehicles with combined single limit of liability for bodily injury and property damage of not less than one million dollars ($1,000,000) each accident. 4. Professional liability insurance policy limits of not less than two million dollars ($2,000,000) per claim and three million dollars ($3,000,000) annual aggregate limit. The Client agrees to limit Martin/Martin, Inc.'s and Martin/Martin, Inc. Consultants, and its officers, directors, and employees liability to the Client and to all construction contractors and subcontractors on the Project arising from Martin/Martin, Inc. negligent acts, errors or omissions, such that Martin/Martin, Inc. total aggregate liability to all these named will not exceed $50,000 or Martin/Martin, Inc. total compensation for "Services" rendered on this Project, whichever is less. K. Waiver of Consequential Damages: Martin/Martin, Inc. and the "Client" each waives all claims for consequential damages against the other, arising out of or relating to the Project, the "Services" and this Contract. This mutual waiver is applicable, without limitation, to all consequential damages as defined under applicable law and for purposes of defining the term "consequential damages," reference shall be made to the laws of the State of Colorado. L. No Personal Liability: Notwithstanding anything in this Agreement or at law to the contrary, there shall not be any personal or individual liability on the part of any Officer, Director, Employee, Designated Representative, Principal, Engineer or "Engineer -of -Record," Member, Manager, Partner, Shareholder, Joint Venturer or Representative of the "Client," or Martin/Martin, Inc. M. This Agreement is governed by the laws of the State of Colorado. Page518 50 Canal Street — Albert J. Boro Community Center August 8, 2024 Revised August 13, 2024 N. Martin/Martin, Inc. and Client each bind himself/herself and his/her partners, successors, executors, administrators, assigns and legal representatives unto the other in respect to all covenants, agreements and obligations of this Agreement. O. All documents, including drawings and specifications, as instruments of service, are the property of Martin/Martin, Inc., whether the work for which they are prepared be executed or not, and are not to be used on other work, including repetitive construction, except by specific, written agreement. Such documents may be retained by the Client with other documents pertaining to the Project. Documents shall not be altered in any manner without the permission of Martin/Martin, Inc. Any reuse of the "instruments of service" without the prior written consent of Martin/Martin, Inc will be at the Client's sole risk and without liability to Martin/Martin, Inc. and Client hereby agrees to defend, indemnify, and hold harmless Martin/Martin, Inc. from all claims, damages, losses and expenses, including attorneys' fees, costs and expenses. P. There are no third -party beneficiaries to this Agreement, and none may be created without the prior written consent of Martin/Martin, Inc. VIII. COMPENSATION All services will be provided for a fixed fee as indicated below. RaSir SPrvirPC Construction Drawings - Design Roofing Replacement........................................................$46,300 Optional Services: Construction Administration - Roofing Replacement........................................................... $26,100 'Construction Administration Services are recommended to document installation is in accordance with design intent. If requested, "Additional Services" will be provided on an hourly basis following the rates and charges listed below: IX. LABOR RATES Principal ............................................ $335 per hour Associate ........................................... $275 per hour Sr. Project Manager .......................... $250 per hour Sr. Fagade Access Consultant............ $240 per hour Sr. Bldg. Envelope Specialist ............. $240 per hour Sr. Project Engineer ........................... $235 per hour Project Engineer ................................ $200 per hour Project Manager ............................... $195 per hour Building Envelope Specialist ............. $195 per hour Professional Engineer ....................... $180 per hour Building Envelope Consultant........... $170 per hour Engineer EIT II ................................... $160 per hour Page618 Engineer EIT I.............................$145 per hour Engineering Intern.....................$120 per hour Sr. Designer...............................$190 per hour Designer ...... ._. ...._... . .. ....$170 per hour Technician III.............................$150 per hour Technician II ......... ............... ......$140 per hour Technician I...............................$125 per hour Sr. Construction Services Rep ...$190 per hour Intern.........................................$100 per hour Project Coordinator ...................$115 per hour Administrative Assistant ...........$110 per hour 50 Canal Street —Albert J. Boro Community Center August 8, 2024 Revised August 13, 2024 Billing rates are subject to periodic review each year. X. REIMBURSABLE EXPENSES Non -Labor expenses are included in the fee. Fees associated with third -party accounting services or management vendors will be billed at 1.1 times the amount billed to Martin/Martin, Inc. Additionally, time associated in coordinating with such vendors, if required, will be billed in addition to the fee indicated. Please sign below and return to Martin/Martin, Inc. as authorization to proceed. ACCEPTANCE AND AUTHORITY Martin/Martin, Inc. Name: Kevin Dunham, PE Title: Principal, Investigative Engineering Emily M. Guglielmo, SE, PE, F. SEI EOR: California SE: 5902 END OF DOCUMENT City of San Rafael, Department of Public "Client": Works By: Name: Megan Kelly Title: Client Project No.: Page718 50 Canal Street — Albert J. Boro Community Center August 8, 2024 Revised August 13, 2024 N:\Proposals\2024\2024 Q3\OB0B24.KSD.50CanalSUll BoroC[r.Ci[yof5anRafael\SOCanaiStAJBoroC[r_K5D_Aug_13_2024_R 1_Pro.docx Page 818 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 0822 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. Ifthe 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 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 RAF,q�` r1 i 2 F ryWITH PeJ 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: Martin/Martin Consulting Engineers Inc Contractor's Contact: Kevin Dunham Contacts Email: kdunham@martinmartin.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑ enter a date. b. Email contract (in Word) and attachments to City 9/16/2024 City Attorney Attorney c/o Laraine.Gittens@cityofsanrafael.org ❑X SM 2 a. Review, revise, and comment on draft agreement 10/1/2024 and return to Project Manager 10/1/2024 ❑X 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 10/3/2024 ❑X AM contractor 4 Project Manager Forward three (3) originals of final agreement to 10/11/2024 Project Manager contractor for their signature When necessary, contractor -signed agreement 5 ❑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 City Attorney agreement 8 Review and approve insurance in PINS, and bonds (for Public Works Contracts) 9 City Manager / Mayor Agreement executed by City Council authorized official r6_7 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager PSA - AJB CC Roof Replacement Design - MartinMartin Final Audit Report Created: 2024-11-08 By: Shannon Mackie (shannon.mackle@cityofsanrafael.org) Status: Signed Transaction ID: CBJCHBCAABAAe9Husfulz5yVHlokevVm9rOA4snDmffF 2024-11-19 "PSA - AJB CC Roof Replacement Design - MartinMartin" Histor Y Document created by Shannon Mackie (shannon.mackle@cityofsanrafael.org) 2024-11-08 - 5:47:08 PM GMT- IP address: 199.88.113.8 L-► Document emailed to kdunham@martinmartin.com for signature 2024-11-08 - 5:50:22 PM GMT ii Document shared with Jonathan Schellin Qonathans@cityofsanrafael.org) by Shannon Mackie (shannon.mackle@cityofsanrafael.org) 2024-11-08 - 5:50:50 PM GMT- IP address: 199.88.113.8 1; Document shared with Megan Kelly(megan.kelly@cityofsanrafael.org) by Shannon Mackie (shannon.mackle@cityofsanrafael.org) 2024-11-08 - 5:50:51 PM GMT- IP address: 199.88.113.8 Email viewed by kdunham@martinmartin.com 2024-11-08 - 9:15:47 PM GMT- IP address: 104.47.57.126 &0 Signer kdunham@martinmartin.com entered name at signing as Kevin S. Dunham 2024-11-13 - 5:26:05 PM GMT- IP address: 50.204.243.42 6© Document e-signed by Kevin S. Dunham (kdunham@martinmartin.com) Signature Date: 2024-11-13 - 5:26:07 PM GMT -Time Source: server- IP address: 50.204.243.42 C'y Document emailed to bbromiel@martinmartin.com for signature 2024-11-13 - 5:26:18 PM GMT Email viewed by bbromiel@martinmartin.com 2024-11-18 - 4:19:09 PM GMT- IP address: 104.47.57.126 r �I SAN RAFAEL Powered e � Adobe Acrobat Sign GS© Signer bbromiel@martinmartin.com entered name at signing as Ben Bromiel 2024-11-18 - 4:20:18 PM GMT- IP address: 50.204.243.42 6o Document e-signed by Ben Bromiel (bbromiel@martinmartin.com) Signature Date: 2024-11-18 - 4:20:20 PM GMT - Time Source: server- IP address: 50.204.243.42 C'y Document emailed to Laraine Gittens (laraine.gittens@cityofsanrafael.org) for approval 2024-11-18 - 4:20:23 PM GMT Email viewed by Laraine Gittens (laraine.gittens@cityofsanrafael.org) 2024-11-18-11:51:26 PM GMT- IP address: 104.47.64.254 FSo Document approved by Laraine Gittens (laraine.gittens@cityofsanrafael.org) Approval Date: 2024-11-18 - 11:54:13 PM GMT - Time Source: server- IP address: 199.88.113.8 E-7'y Document emailed to rob.epstein@cityofsanrafael.org for signature 2024-11-18 - 11:54:15 PM GMT Email viewed by rob.epstein@cityofsanrafael.org 2024-11-19 - 2:07:47 AM GMT- IP address: 174.194.198.201 do Signer rob.epstein@cityofsanrafael.org entered name at signing as Robert F. Epstein 2024-11-19 - 2:08:06 AM GMT- IP address: 174.194.198.201 48 Document e-signed by Robert F. Epstein(rob. epstei n@cityofsanrafael.org) Signature Date: 2024-11-19 - 2:08:08 AM GMT - Time Source: server- IP address: 174.194.198.201 Cry Document emailed to city.clerk@cityofsanrafael.org for approval 2024-11-19 - 2:08:11 AM GMT Email viewed by city.clerk@cityofsanrafael.org 2024-11-19 - 2:13:39 AM GMT- IP address: 104.47.65.254 6o Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi 2024-11-19 - 2:13:52 AM GMT- IP address: 199.88.113.8 6o Document approved by Brenna Nurmi (city.clerk@cityofsanrafael.org) Approval Date: 2024-11-19 - 2:13:54 AM GMT - Time Source: server- IP address: 199.88.113.8 �'y Document emailed to cristine.alilovich@cityofsanrafael.org for signature 2024-11-19 - 2:13:56 AM GMT Email viewed by cristine.alilovich@cityofsanrafael.org 2024-11-19 - 4:33:00 AM GMT- IP address: 104.47.64.254 69 Signer cristine.alilovich@cityofsanrafael.org entered name at signing as Cristine Alilovich 2024-11-19 - 4:33:18 AM GMT- IP address: 71.198.110 147 red by SAN PAFAEL I PO1N1 e � '� � Adobe Acrobat Sign b0 Document e-signed by Cristine Alilovich(cristine.alilovich@cityofsanrafael.org) Signature Date: 2024-11-19 - 4:33:20 AM GMT - Time Source: server- IP address: 71.198.110.147 Document emailed to city.clerk@cityofsanrafael.org for signature 2024-11-19 - 4:33:22 AM GMT Email viewed by city.clerk@cityofsanrafael.org 2024-11-19 - 4:24:00 PM GMT- IP address: 104.47.65.254 bo Signer city.clerk@cityofsanrafael.org entered name at signing as Brenna Nurmi (for) 2024-11-19 - 4:24:18 PM GMT- IP address: 199.88.113.8 bo Document e-signed by Brenna Nurmi (for)(city.clerk@cityofsanrafael.org) Signature Date: 2024-11-19 - 4:24:20 PM GMT - Time Source: server- IP address: 199.88.113.8 ® Agreement completed. 2024-11-19-4:24:20 PM GMT by SAN RAFAEL POND Adobe `� Acrobat Sign