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Home My WebLink AboutPW Albert Boro Center Roofing Replacement Design Svcs; L8.0007.A1 v. Feb 2025 Page 1 AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF SAN RAFAEL AND ________________________________ FOR ________________________________________________________ Original Contract Execution Date: ________________, Contract No._______________________ Amendment No. ___ THE ABOVE-NAMED CONTRACT is hereby amended by the parties as set forth herein by the checked boxes below and is effective on _____________________. ☐ SCOPE OF WORK: The Scope of Work is hereby amended in Exhibit A-__, attached hereto and incorporated by reference. ☐ COMPENSATION: The parties agree to increase the not-to-exceed amount by $____________, and to increase the total not-to-exceed amount under the Contract to $_________________. ☐ TERM OF CONTRACT: For Contractor to perform the additional or amended work described herein, the term of this Contract shall be extended to ______________________. Except as specifically amended herein, all other provisions, terms and obligations of the Contract between the parties shall remain valid and shall be in full force. 11X ALBERT J. BORO CENTER ROOFING REPLACEMENT DESIGN SERVICES 15,000 1 November 18, 2024 CALIFORNIA COLORADO MARTIN/MARTIN, INC. X 61,300 Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 N/A May 11, 2025 L8.0007.A1 v. Feb 2025 Page 2 IN WITNESS WHEREOF, the parties have executed this Amendment on the day, month, and year first specified below. CITY OF SAN RAFAEL: _________________________________ ________________________________, _________________________________ Executed on:_______________________ APPROVED AS TO FORM: Office of the City Attorney _________________________________ ________________________________, _________________________________ ATTEST: City Clerk _________________________________ ________________________________, _________________________________ CONTRACTOR: __________________________________ By: ____________________________ Name: ____________________________ Title: ____________________________ [If Contractor is a corporation, second corporate officer signature required] __________________________________ By: ____________________________ Name: ____________________________ Title: _____________________________ Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 Kevin Dunham Principal Kevin Dunham Ben Bromiel Martin/Martin Inc. PrincipalChief Assistant City Attorney Andrea Visveshwara May 11, 2025 City Manager Cristine Alilovich Lindsay Lara City Clerk EXHIBIT A - 1 SCOPE OF WORK AMENDED The Parties hereby agree to amend the Scope of Work to add the following work: 1. Additional or Amended Services: Based on the Contractor’s proposal submitted on February 4, 2025, Contractor shall perform the following: 1.1 Task 1 – Structural Assessment for Mechanical Unit Replacement: Review the existing roof structure and conduct structural analysis for (9) new mechanical units replacing existing mechanical units including the expected weight increases for (6) of the new mechanical units. 1.2 Task 2 – Structural Design Modifications for Mechanical Unit Replacement: Based on the results of the structural analysis, if the existing structure need to be modified to support the new units, Martin/Martin will design support framing or other required modifications DELIVERABLES The Scope of Work is amended to add the following: 2. Project Deliverables: 2.1 Design drawings for roof replacement incorporating any structural design needed for the mechanical unit modifications. Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. All following documents are attached as reference material. RESPONSIBLE PARTY DESCRIPTION COMPLETED City Attorney’s Office Review, revise as needed, and approve agreement as to form Department Director Review and approve agreement Risk Management Email PINS insurance request to Contractor Confirm insurance documentation is complete Finance Review and sign off on funding availability TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Project Manager: Contractor Name: Contractor’s Contact: Contact’s Email: kdunham@martinmartin.com Shannon Mackle Martin/Martin Inc Kevin Dunham Public Works Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 PROPOSED AGREEMENT FOR SERVICES June 2024 February 4, 2025 Megan Kelly City of San Rafael, Department of Public Works 111 Morphew Street San Rafael, CA 94901 Martin/Martin, Inc. is hereby authorized to perform the following engineering services for: Job Title: Albert J. Boro Community Center – Mechanical Unit Replacement Proposal I. PROJECT DESCRIPTION Services were determined from an email from Megan Kelly received on January 23, 2025. II. SERVICES A. Basic Scope of Services 1. Structural Assessment for Mechanical Unit Replacement: Per the received mechanical drawings dated 1/10/25, Martin/Martin will review the existing roof structure and conduct structural analysis for (9) new mechanical units replacing existing mechanical units. The weight increases for (6) of the new mechanical units. 2. Structural Design Modifications for Mechanical Unit Replacement - Based on the results of the structural analysis, if the existing structure need to be modified to support the new units, Martin/Martin will design support framing or other required modifications. B. Optional Services 1. Construction Administration - Martin/Martin, Inc. will perform Construction Administration services during the installation of new structural framing or modifications to the existing structure prior to unit replacement. This includes shop drawing review, responses to Request for Information (RFIs), and responses to contractor questions. 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. Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 Albert J. Boro Community Center – Mechanical Unit Replacement February 4, 2025 P a g e 2 | 6 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. Furnish all soil analysis/reports (including, but not limited to, pavement design, subsurface and environmental tests and reports) required for design of the Project. The Client will require the Project Geotechnical Engineer to review the Design and Construction Documents (including specifications) prepared by Martin/Martin, Inc. for conformance with the geotechnical recommendations and provide written comments prior to finalization of the Martin/Martin, Inc. plans. The Client also accepts that the Martin/Martin, Inc. design services are based upon and rely upon the geotechnical findings and recommendations. C. 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.” D. Give prompt notice to Martin/Martin, Inc. of any development that affects the scope and/or timing of Martin/Martin, Inc. “Services.” E. Coordinate Martin/Martin, Inc. work with that of other Consultants. F. 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 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 any time, 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. Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 Albert J. Boro Community Center – Mechanical Unit Replacement February 4, 2025 P a g e 3 | 6 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 25th 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 C 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 may be 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. 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. Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 Albert J. Boro Community Center – Mechanical Unit Replacement February 4, 2025 P a g e 4 | 6 I. 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. 5. At any time during the term of this Agreement, the “Client” may request Martin/Martin, Inc. and/or its consultants procure and maintain other or additional insurance, provided that a) such additional insurance coverage is available to Martin/Martin, Inc.; and b) “Client” reimburses Martin/Martin, Inc. and/or its consultant for all of the costs of such additional insurance, including professional and administrative time expended by Martin/Martin, Inc. in obtaining it. J. 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 California. 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 California 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. The Client acknowledges that Martin/Martin, Inc.’s scope of services does not include any services related to the presence of any hazardous or toxic materials. In the event that Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 Albert J. Boro Community Center – Mechanical Unit Replacement February 4, 2025 P a g e 5 | 6 Martin/Martin, Inc. or any other party encounters any hazardous or toxic materials, or should it become known to Martin/Martin, Inc. that such materials may be present on or about the jobsite or any adjacent areas that may affect the performance of Martin/Martin, Inc. “Services,” Martin/Martin, Inc. may, at its option, and without liability for consequential or any other damages, suspend performance of its “SERVICES” under this Agreement until the Client retains appropriate Consultants or Contractors to identify and abate or remove the hazardous or toxic materials and warrants that the jobsite is in full compliance with all applicable laws and regulations. P. 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 of legal exposure 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. Q. 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 basic scope of services will be provided for a fixed fee of $15,000. If requested, Construction Administration and “Additional Services” will be provided on an hourly basis following the rates and charges listed below: Any state and local sales or use tax is in addition to the fee stated whether required to be paid by Martin/Martin, Inc. or paid by the Client on our behalf. Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 Albert J. Boro Community Center – Mechanical Unit Replacement February 4, 2025 P a g e 6 | 6 IX. LABOR RATES Principal .................................... $335 per hour Engineer EIT I ...............................$145 per hour Associate ................................... $275 per hour Engineering Intern .......................$120 per hour Sr. Project Manager .................. $250 per hour Sr. Designer .................................$190 per hour Sr. Façade Access Consultant .... $240 per hour Designer.......................................$170 per hour Sr. Bldg. Envelope Specialist ..... $240 per hour Technician III ................................$150 per hour Sr. Project Engineer ................... $235 per hour Technician II .................................$140 per hour Project Engineer ........................ $200 per hour Technician I ..................................$125 per hour Project Manager ....................... $195 per hour Sr. Construction Services Rep ......$190 per hour Bldg. Envelope Specialist .......... $195 per hour Intern ...........................................$100 per hour Professional Engineer ............... $180 per hour Project Coordinator .....................$115 per hour Bldg. Envelope Consultant ........ $170 per hour Administrative Assistant ..............$110 per hour Engineer EIT II ........................... $160 per hour Rates for personnel above are subject to change each year. X. REIMBURSABLE EXPENSES Non-Labor expenses are included in the fee. Please sign below and return to Martin/Martin, Inc. as authorization to proceed. ACCEPTANCE AND AUTHORITY Martin/Martin, Inc. “Client”: City of San Rafael, Department of Public Works By: By: Name: Emily Guglielmo, SE Name: Megan Kelly Title: Principal Title: EOR: Emily Guglielmo, SE California SE No.: 5902 Client Project No.: END OF DOCUMENT G:\PROJECTS\23.1175.S.02-50 Canal Street, San Rafael, Roof Replacement\Accounting\Contracts Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 Rev. 08.22 1 AGREEMENT 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 ________________________ (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 1. SERVICES TO BE PROVIDED. Except as otherwise may be expressly specified in this Agreement, CONSULTANT shall furnish all technical and professional services, including labor, material, equipment, transportation, supervision and expertise (collectively referred to as “Services”) to satisfactorily complete the work required by CITY at its sole risk and expense. Services to be provided to CITY are more fully described in Exhibit A entitled “SCOPE OF SERVICES.” CONSULTANT acknowledges that the execution of this Agreement by CITY is predicated upon representations made by CONSULTANT in that certain proposal, dated 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 Nov 18, 2024 Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 v 08.22 2 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. 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 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. 5. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 v 08.22 3 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 Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 v 08.22 4 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. Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 v 08.22 5 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 111 Morphew Street San Rafael, CA 94901 To CONSULTANT’s Project Director: Kevin Dunham 12499 West Colfax Avenue Lakewood, Colorado, 80215 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 Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 v 08.22 6 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. Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 v 08.22 7 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. [Signatures are on the following page.] Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 v 08.22 8 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL: _________________________________ CRISTINE ALILOVICH, City Manager APPROVED AS TO FORM: Office of the City Attorney _________________________________ By: ROBERT F. EPSTEIN, City Attorney ATTEST: City Clerk _________________________________ LINDSAY LARA, City Clerk CONSULTANT: __________________________________ By: ____________________________ Name: ____________________________ Title: ____________________________ [If CONSULTANT is a corporation, add signature of second corporate officer] __________________________________ By: ____________________________ Name: ____________________________ Title: ____________________________ Kevin S. Dunham (Nov 13, 2024 10:26 MST) Kevin S. Dunham Martin/Martin Kevin S. Dunham Principal en romiel (Nov 1ч, 2024 0ш:20 MST) (en (URmieO en romiel en romiel Principal, ice Pre.ient oert . p.tein (Nov 1ч, 2024 1ч:0ч PST) 8REeUW ,. +SVWein ri.tine lilovich (Nov 1ч, 2024 20:33 PST) )UiVWine 'OiORviFh renna Nurmi (!or) (Nov 1ш, 2024 0ч:24 PST) (Uenna 4uUmi IRU Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 Rev. 08.22 A-1 EXHIBIT A SCOPE OF SERVICES The Services to be performed for CITY by CONSULTANT under this Agreement are more fully described in CONSULTANT’s proposal, which is attached to this Exhibit A. Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 PROPOSED AGREEMENT FOR SERVICES REVISED March 2024 August 8, 2024 Revised August 26, 2024 Megan Kelly City of San Rafael, Department of Public Works 111 Morphew Street San Rafael, California 94901 Martin/Martin, Inc. is hereby authorized to perform the following engineering services for: 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. Exhibit ADocusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 50 Canal Street – Albert J. Boro Community Center August 8, 2024 Revised August 13, 2024 P a g e 2 | 8 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. Façade 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. Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 50 Canal Street – Albert J. Boro Community Center August 8, 2024 Revised August 13, 2024 P a g e 3 | 8 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 Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 50 Canal Street – Albert J. Boro Community Center August 8, 2024 Revised August 13, 2024 P a g e 4 | 8 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 any time, 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 25th 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 may be 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. Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 50 Canal Street – Albert J. Boro Community Center August 8, 2024 Revised August 13, 2024 P a g e 5 | 8 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. I. 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. J. 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. Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 50 Canal Street – Albert J. Boro Community Center August 8, 2024 Revised August 13, 2024 P a g e 6 | 8 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. Basic Services: 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 Engineer EIT I ............................. $145 per hour Associate ........................................... $275 per hour Engineering Intern ..................... $120 per hour Sr. Project Manager .......................... $250 per hour Sr. Designer ............................... $190 per hour Sr. Façade Access Consultant ............ $240 per hour Designer .................................... $170 per hour Sr. Bldg. Envelope Specialist ............. $240 per hour Technician III ............................. $150 per hour Sr. Project Engineer ........................... $235 per hour Technician II .............................. $140 per hour Project Engineer ................................ $200 per hour Technician I ............................... $125 per hour Project Manager ............................... $195 per hour Sr. Construction Services Rep ... $190 per hour Building Envelope Specialist ............. $195 per hour Intern ......................................... $100 per hour Professional Engineer ....................... $180 per hour Project Coordinator ................... $115 per hour Building Envelope Consultant ........... $170 per hour Administrative Assistant ........... $110 per hour Engineer EIT II ................................... $160 per hour Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 50 Canal Street – Albert J. Boro Community Center August 8, 2024 Revised August 13, 2024 P a g e 7 | 8 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. “Client”: City of San Rafael, Department of Public Works By: By: Name: Kevin Dunham, PE Name: Megan Kelly Title: Principal, Investigative Engineering Title: EOR: Emily M. Guglielmo, SE, PE, F. SEI California SE: 5902 Client Project No.: END OF DOCUMENT Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 50 Canal Street – Albert J. Boro Community Center August 8, 2024 Revised August 13, 2024 P a g e 8 | 8 N:\Proposals\2024\2024 Q3\080824-KSD-50CanalStAJBoroCtr-CityofSanRafael\50CanalStAJBoroCtr_KSD_Aug_13_2024_R1_Pro.docx Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 Rev. 08.22 B-1 EXHIBIT B INSURANCE REQUIREMENTS During the term of this Agreement, and for any time period set forth below, CONSULTANT shall procure and maintain in full force and effect, at no cost to CITY insurance policies with respect to employees and vehicles assigned to the performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in this Exhibit B. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. Commercial general liability. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. Automobile liability. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence. 3. Professional liability. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 4. Workers’ compensation. If it employs any person, CONSULTANT shall maintain workers’ compensation insurance, as required by the State of California, with statutory limits, and employer’s liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULTANT’s workers’ compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONSULTANT’s insurance policies shall be “primary and noncontributory” with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The “primary and noncontributory” coverage in CONSULTANT’S policies shall be at least as broad as Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 v 08.22 B-2 ISO form CG20 01 04 13. 3. Except for professional liability insurance or workers’ compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. By execution of this Agreement, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the Effective Date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY’S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the CONSULTANT under this Agreement. 9. CONSULTANT agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by CONSULTANT, provide the same minimum insurance coverage required of CONSULTANT, except as with respect to limits. CONSULTANT agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. CONSUTLANT agrees that upon request by CITY, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the performance of Services will be submitted to CITY for review. 10. CONSULTANT agrees to be responsible for ensuring that no contract used by any party involved in any way with the Services reserves the right to charge CITY or CONSULTANT for the cost of additional insurance coverage required by this Agreement. Any Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 v 08.22 B-3 such provisions are to be deleted with reference to CITY. It is not the intent of CITY to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against CITY for payment of premiums or other amounts with respect thereto. C. Deductibles and SIR’s. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the CITY and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney’s fees and defense expenses. D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by the CITY. Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. Step RESPONSIBLE DEPARTMENT DESCRIPTION COMPLETED DATE REVIEWER Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org Click here to enter a date. 9/16/2024 ☐ ☒SM 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 10/1/2024 10/1/2024 ☒ NT ☒ NT 3 Department Director Approval of final agreement form to send to contractor 10/3/2024 ☒ AM 4 Project Manager Forward three (3) originals of final agreement to contractor for their signature 10/11/2024 ☒ 5 Project Manager When necessary, contractor-signed agreement agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed $75,000; and for Public Works Contracts that exceed $175,000 Date of City Council approval ☒ N/A Or Click here to 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 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 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 Contact’s Email: kdunham@martinmartin.com ☐ FPPC: Check if Contractor/Consultant must file Form 700 Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 PSA - AJB CC Roof Replacement Design - MartinMartin Final Audit Report 2024-11-19 Created:2024-11-08 By:Shannon Mackle (shannon.mackle@cityofsanrafael.org) Status:Signed Transaction ID:CBJCHBCAABAAe9Husfulz5yVHlokevVm9rOA4snDmffF "PSA - AJB CC Roof Replacement Design - MartinMartin" Histor y Document created by Shannon Mackle (shannon.mackle@cityofsanrafael.org) 2024-11-08 - 5:47:08 PM GMT- IP address: 199.88.113.8 Document emailed to kdunham@martinmartin.com for signature 2024-11-08 - 5:50:22 PM GMT Document shared with Jonathan Schellin (jonathans@cityofsanrafael.org) by Shannon Mackle (shannon.mackle@cityofsanrafael.org) 2024-11-08 - 5:50:50 PM GMT- IP address: 199.88.113.8 Document shared with Megan Kelly (megan.kelly@cityofsanrafael.org) by Shannon Mackle (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 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 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 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 Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 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 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 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 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 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 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 Document e-signed by Robert F. Epstein (rob.epstein@cityofsanrafael.org) Signature Date: 2024-11-19 - 2:08:08 AM GMT - Time Source: server- IP address: 174.194.198.201 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 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 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 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 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 Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 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 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 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 Docusign Envelope ID: 527E7506-97F0-4A0C-BF3E-CF12D315D361 Certificate Of Completion Envelope Id: 527E7506-97F0-4A0C-BF3E-CF12D315D361 Status: Completed Subject: DocuSign: Amendment with Martin/Martin for Albert J Boro Center Roofing Replacement Design Services Source Envelope: Document Pages: 34 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 4 Shannon Mackle AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) shannonm@cityofsanrafael.org IP Address: 69.181.69.46 Record Tracking Status: Original 4/9/2025 5:14:16 PM Holder: Shannon Mackle shannonm@cityofsanrafael.org Location: DocuSign Signer Events Signature Timestamp Nataly Torres NatalyT@cityofsanrafael.org Administrative Analyst City of San Rafael Signing Group: City Attorney's Office Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 4/11/2025 10:46:30 AM Viewed: 4/11/2025 10:47:05 AM Signed: 4/11/2025 10:47:51 AM Electronic Record and Signature Disclosure: Not Offered via Docusign April Miller aprilm@cityofsanrafael.org Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.89.34 Sent: 4/11/2025 10:47:53 AM Viewed: 4/11/2025 5:46:25 PM Signed: 4/11/2025 5:46:31 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Van Bach vanb@cityofsanrafael.org Accounting Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 4/11/2025 10:47:53 AM Viewed: 4/22/2025 3:52:41 PM Signed: 4/22/2025 3:53:14 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Kevin Dunham KDUNHAM@martinmartin.com Principal Kevin Dunham Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.204.243.42 Sent: 4/22/2025 3:53:20 PM Viewed: 4/24/2025 5:26:33 AM Signed: 4/24/2025 5:27:17 AM Electronic Record and Signature Disclosure: Accepted: 4/24/2025 5:26:33 AM ID: f9ca5c79-dfa5-4a35-b678-b4426b0d729a Signer Events Signature Timestamp Ben Bromiel bbromiel@martinmartin.com Principal Martin/Martin Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 50.204.243.42 Sent: 4/24/2025 5:27:21 AM Viewed: 4/30/2025 7:26:49 AM Signed: 4/30/2025 7:27:31 AM Electronic Record and Signature Disclosure: Accepted: 4/30/2025 7:26:49 AM ID: efd3f075-1400-42d6-9537-6b549644f722 Andrea Visveshwara andreav@cityofsanrafael.org Chief Assistant City Attorney City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 73.66.5.250 Sent: 4/30/2025 7:27:33 AM Viewed: 5/9/2025 9:23:25 PM Signed: 5/9/2025 9:23:43 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Nataly Torres NatalyT@cityofsanrafael.org Administrative Analyst City of San Rafael Signing Group: City Attorney's Office Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 4/30/2025 7:27:33 AM Viewed: 4/30/2025 9:22:07 AM Signed: 4/30/2025 9:23:55 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Cristine Alilovich cristinea@cityofsanrafael.org City Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2601:645:e82:6d80:653c:d7a4:e9e4:fb42 Sent: 5/9/2025 9:23:45 PM Viewed: 5/11/2025 7:18:37 AM Signed: 5/11/2025 7:18:48 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Lindsay Lara lindsayl@cityofsanrafael.org City Clerk City of San Rafael Signing Group: City Clerk Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 24.5.253.74 Sent: 5/11/2025 7:18:50 AM Viewed: 5/12/2025 1:32:08 PM Signed: 5/12/2025 1:32:19 PM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Editor Delivery Events Status Timestamp Nataly Torres NatalyT@cityofsanrafael.org Administrative Analyst City of San Rafael Security Level: Email, Account Authentication (None) Using IP Address: 199.88.113.8 Sent: 4/9/2025 5:40:32 PM Viewed: 4/11/2025 10:36:28 AM Completed: 4/11/2025 10:46:29 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Nataly Torres NatalyT@cityofsanrafael.org Administrative Analyst City of San Rafael Signing Group: City Attorney's Office Security Level: Email, Account Authentication (None) Using IP Address: 199.88.113.8 Sent: 4/11/2025 10:47:54 AM Viewed: 4/11/2025 10:48:52 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/9/2025 5:40:32 PM Envelope Updated Security Checked 4/11/2025 10:46:30 AM Envelope Updated Security Checked 4/11/2025 10:46:30 AM Envelope Updated Security Checked 4/11/2025 10:46:30 AM Envelope Updated Security Checked 4/29/2025 2:28:01 PM Certified Delivered Security Checked 5/12/2025 1:32:08 PM Signing Complete Security Checked 5/12/2025 1:32:19 PM Completed Security Checked 5/12/2025 1:32:19 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, JONATHAN SCHELLIN (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact JONATHAN SCHELLIN: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: pwadmin@cityofsanrafael.org To advise JONATHAN SCHELLIN of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at pwadmin@cityofsanrafael.org and in the body of such request you must state: your Electronic Record and Signature Disclosure created on: 12/6/2024 9:45:43 AM Parties agreed to: Kevin Dunham, Ben Bromiel previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from JONATHAN SCHELLIN To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to pwadmin@cityofsanrafael.org and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with JONATHAN SCHELLIN To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to pwadmin@cityofsanrafael.org and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check- box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify JONATHAN SCHELLIN as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by JONATHAN SCHELLIN during the course of your relationship with JONATHAN SCHELLIN.