HomeMy WebLinkAboutLR Albert Park Stadium and Field Existing Conditions Assessment
v. Feb 2025 Page 1
CITY OF SAN RAFAEL
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Contract”) is entered into by and between
the City of San Rafael (“City”) and Bureau Veritas Technical Assessments LLC
(“Contractor”), a Maryland Limited Liability Company for Albert Park Stadium and Field
Existing Conditions Assessment, and is effective on ________________ (“Effective
Date”). City and Contractor may be referred to individually as a “Party” or collectively as
the “Parties” or the “Parties to this Contract.”
RECITALS
A. City desires to secure professional services more fully described in this
Contract, at Exhibit A, entitled “SCOPE OF WORK”; and
B. Contractor represents that it, and its subcontractors, if any, have the
professional qualifications, expertise, and necessary licenses and desire to provide
certain goods and/or required services of the quality and type which meet objectives and
requirements of City; and
C. Contractor acknowledges that the execution of this Contract by the City is
predicated upon the representations made in Contractor’s proposal dated May 23, 2025
submitted to the City; and
D. 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:
CONTRACT
1. WORK TO BE PERFORMED.
Except as otherwise may be expressly specified in this Contract, Contractor 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 WORK.”.
2. COMPENSATION.
In consideration for Contractor’s complete performance of the Scope of Work,
06/13/2025
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City will pay Contractor in accordance with the rates and/or prices set forth in Exhibit
A, up to the not-to-exceed amount of $20,794.
Contractor shall not increase its rates throughout the Term of this Contract, except
that upon 60 day written notice, Contractor may adjust its rates no more than once
annually at a maximum amount equal to the percentage change through December in the
prior calendar year to the consumer price index (“CPI”) for California, All Urban
Consumers, San Francisco-Oakland-San Jose areas, not to exceed five percent (5%).
Contractor will bill City on a monthly basis for work performed by Contractor
during the preceding month, subject to verification by City. City will pay Contractor within
thirty (30) days of City’s receipt of invoice.
3. TERM OF CONTRACT.
This Contract becomes effective upon the date listed as "Effective Date" and shall
remain in effect until the completion of all obligations of both Parties hereto, or six (6)
months from the Effective Date, whichever comes first, unless terminated or amended as
provided herein.
4. RELIANCE ON PROFESSIONAL SKILL OF CONTRACTOR.
Contractor represents that it has the necessary professional skills to perform the
work required and the City shall rely on such skills of the Contractor to do and perform
the work. In performing the work hereunder Contractor shall adhere to the standards
generally prevailing for the performance of expert consulting services similar to those to
be performed by Contractor hereunder.
Contractor represents that it has reviewed Exhibit A and that in its professional
judgment the work to be performed under this Contract can be performed for a fee within
the maximum amount set forth herein and within the times specified.
Contractor represents that it possesses all necessary training, licenses and
permits to perform the Scope of Work and that its performance of the Scope of Work will
conform to the standards of practice of a professional having experience and expertise in
performing professional services of like nature and complexity of the Scope of Work
working on similar, successfully completed projects.
The granting of any progress payment by City, or the receipt thereof by
Contractor, or any inspection, review, approval or oral statement by any representative
of City or any other governmental entity, shall in no way waive or limit the obligations in
this Paragraph 4 or lessen the liability of Contractor for unsatisfactory work, including but
not limited to cases where the defective or below standard work may not have been
apparent or detected at the time of such payment, inspection, review or approval.
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5. PROJECT COORDINATION.
A. City’s Project Manager. Craig Veramay, Assistant Library and Recreation
Director, is hereby designated the Project Manager for the City and said Project Manager
shall supervise all aspects of the progress and execution of this Contract.
B. Contractor’s Project Director. Contractor shall assign a single Project
Director to have overall responsibility for the progress and execution of this Contract for
Contractor. James Gregory, Associate Vice President is hereby designated as the Project
Director for Contractor. Should circumstances or conditions subsequent to the execution
of this Contract require a substitute Project Director, for any reason, the Contractor shall
notify the City within ten (10) business days of the substitution.
6. TERMINATION.
A. The term of this Contract shall commence upon the date hereinabove written
and shall expire upon completion of performance of work hereunder by Contractor.
B. Notwithstanding the provisions of (A) above, City may with or without cause,
direct Contractor to suspend, delay or interrupt the work, in whole or in part, for such periods
of time as City may determine in its sole discretion.
C. City may terminate this Contract in whole, or from time to time in part, for
default, should Contractor commit a material breach of this Contract, or part thereof, and
not cure such breach within ten (10) calendar days of the date of City’s written notice to
Contractor demanding such cure, in which case Contractor shall be liable to City for all
loss, cost, expense, damage and liability resulting from such breach and termination.
D. City may terminate this Contract in whole, or from time to time in part, for
convenience, whenever City determines that such termination is in City’s best interests, in
which case Contractor shall be entitled to recover its costs expended up to the termination
date plus reasonable profit thereon to the termination date as this Contract would otherwise
provide, but may recover no other cost, damage or expense. Contractor shall continue its
work throughout the course of any dispute, and Contractor’s failure to continue work during
a dispute shall be a material breach of this Contract.
E. Lack of Appropriation: If this Contract is a multi-year contract, subject to
appropriation each fiscal year, the City may terminate this Contract immediately for lack of
appropriation of funds.
F. Effect of Termination. Upon receipt of notice of termination, neither party
shall incur additional obligations under any provision of this Contract without the prior written
consent of the other.
G. Return of Documents. Upon termination, any and all City documents or
materials provided to Contractor and any and all of Contractor's documents and materials
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prepared for or relating to the performance of its duties under this Contract, shall be
delivered to City as soon as possible, but not later than thirty (30) days after termination.
7. INSURANCE REQUIREMENTS.
During the term of this Contract, and for any time period set forth in Exhibit B,
Contractor 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 work
under this Contract with coverage amounts, required endorsements, certificates of
insurance, and coverage verifications as defined in Exhibit B.
8. INDEMNIFICATION.
A. Except as otherwise provided in subparagraph B of this section, Contractor
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 Contractor’s performance of its obligations or conduct of its operations under this
Contract. The Contractor'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 Contractor's indemnification obligation shall be reduced in
proportion to the City Indemnitees’ share of liability for the active negligence or willful
misconduct. In addition, the acceptance or approval of the Contractor’s work or work
product by the City or any of its directors, officers or employees shall not relieve or reduce
the Contractor’s indemnification obligations. In the event the City Indemnitees are
made a party to any action, lawsuit, or other adversarial proceeding arising from
Contractor’s performance of or operations under this Contract, Contractor 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 work to be performed by Contractor under this Contract 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, Contractor 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 Contractor, or any sub Contractors, 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
v. Feb 2025 Page 5
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 Contract are undertaken
in addition to, and shall not in any way be limited by, the insurance obligations contained
in this Contract and shall survive the termination or completion of this Contract for the full
period of time allowed by law.
9. PREVAILING WAGE.
If the work to be performed under this Contract is for services where prevailing
wages are required by State law, Contractor shall pay prevailing wages to its employees
on any contract in excess of $1,000.00, Copies of the general prevailing rates of per diem
wages for each craft, classification, or type of worker needed to execute the Contract, as
determined by Director of the State of California Department of Industrial Relations, are
on file at the City’s Public Works Department upon request and may be obtained from the
California Department of Industrial Relations website
[http://www.dir.ca.gov/OPRL/DPreWageDetermination.htm]. Contractor shall comply
with the 8-hours per day/40 hours per week/overtime/working hours restrictions for all
employees, pursuant to the California Labor Code. Contractor and all subcontractors
shall keep and maintain accurate employee payroll records for Work performed under the
Contract. The payroll records shall be certified and submitted as required by law, including
Labor Code Sections 1771.4 (if applicable) and 1776, including to the Labor
Commissioner no less frequently than monthly. Contractor shall comply fully with Labor
Code Section 1777.5 in the hiring of apprentices for work relating to the Contract.
10. NOTICES.
All notices and other communications required or permitted to be given under this
Contract, including any notice of change of address, shall be in writing and given by email,
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 email, 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:
Craig Veramay
Assistant Library and Recreation Director
San Rafael, CA 94901
Email:
craig.veramay@cityofsanrafael.org
To Contractor’s Project Director:
James Gregory
Associate Vice President
6021 University Blvd Suite 200-210
Ellicott City, MD 21043
Email: James.Gregory@bureauveritas.com
11. LIABILITY OF CITY.
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Except as provided in Exhibit A, Scope of Work to be Provided by Contractor and
Exhibit B, Insurance, City's obligations under this Contract shall be limited to the payment
of the compensation provided for in Paragraphs 1 and 2 of this Contract,
Notwithstanding any other provision of this Contract, in no event shall City be liable,
regardless of whether any claim is based on contract, tort or otherwise, for any special,
consequential, indirect or incidental damages, lost profits or revenue, arising out of or in
connection with this Contract, the Scope of Work, or the Project.
City shall not be responsible for any damage to persons or property as a result of the
use, misuse or failure of any equipment used by Contractor, or by any of its employees,
even though such equipment be furnished, rented or loaned to Contractor by City. The
acceptance or use of such equipment by Contractor or any of its employees shall be
construed to mean that Contractor accepts full responsibility for and shall exonerate,
indemnify, defend and save harmless City from and against any and all claims for any
damage or injury of any type, including attorneys' fees, arising from the use, misuse or failure
of such equipment, whether such damage be to the Contractor, its employees, City
employees or third parties, or to property belonging to any of the above.
Nothing in this Contract shall constitute a waiver or limitation of any right or remedy,
whether in equity or at law, which City or Contractor may have under this Contract or any
applicable law. All rights and remedies of City or Contractor, whether under this Contract
or other applicable law, shall be cumulative.
12. MEDIATION.
Unless waived by the City, should any dispute arise out of this Contract, the parties
shall meet in mediation and attempt to reach a resolution with the assistance of a mutually
acceptable mediator. Unless the City waives this requirement, Contractor shall not be
permitted to file legal action without first meeting in mediation and making a good faith
attempt to reach a mediated resolution. The costs of the mediator, if any, shall be paid
equally by the parties. If a mediated settlement is reached neither party shall be deemed
the prevailing party for purposes of the settlem ent and each party shall bear its own legal
costs.
13. GENERAL TERMS AND CONDITIONS.
This Contract includes, and the Contractor agrees to comply with the City’s
General Terms and Conditions, which are set forth in Exhibit C, attached hereto and
incorporated by reference.
[Signatures are on the following page.]
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IN WITNESS WHEREOF, the parties have executed this Contract as of the day,
month and year first above written.
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: _____________________________
James Gregory
Associate Vice President
Bureau Veritas Technical Assessments LLCCristine Alilovich
City Manager
Andrea Visveshwara
Chief Assistant City Attorney
Lindsay Lara
City Clerk
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v. Feb 2025 Exhibit A
EXHIBIT A
SCOPE OF WORK
The Existing Conditions Assessment for the City of San Rafael’s (“Client”) Albert Park
Stadium and Field will include the following:
• Site Visit and Facility Inspection
• Code Compliance Review
• Floodplain and Resiliency Considerations
• Accessibility Evaluation
• Improvement Options and Cost Estimates
• Prioritization and Phasing
• Final Report and Presentation
• Energy Conservation Analysis
• Climate Risk Hazard Assessment
•
v. Feb 2025 Exhibit A
Task 1: Site Visit and Facility Inspection
The Site Visit and Facility/Field Condition Assessment (FCA) will:
• Include a comprehensive assessment of all sites, buildings, building systems,
fields, and infrastructure.
• The FCA will follow the ASTM E2018-24 Standard Guide for Property Condition
Assessments as applicable.
• Determine the present condition and estimated life expectancy of various building
systems and components.
• Identify and document present condition of all physical assets including grounds,
facilities, and infrastructure.
• Recommend corrections for all deficiencies and provide cost estimates for
corrections.
• Prioritize and categorize deficient conditions, associated corrective actions, and
information concerning building systems and deficiency categories.
• Establish anticipated renewal and replacement costs for the various systems and
components.
• Result in strategic plan for capital repairs, lifecycle component replacement, and
building modernization.
• Calculate the Current Replacement Value (CRV) and Facility Condition Index
(FCI) for each facility.
Task 1 will include:
Data Gathering Phase – During this phase, the City will provide all relevant drawings
and records related to Albert Park Field and Stadium to the Contractor for review. The
following is a typical list of exhibits requested.
• Inspection Reports (sewer, boiler, chiller, etc)
• Building Systems Maintenance Records
v. Feb 2025 Exhibit A
• Owner Elected Repair list (if available)
• Original Building Plans (can be viewed on-site)
• Capital Expenditure Schedules (prior or planned)
• Fire Protection / Life Safety Plans
• Rehabilitation Budget and Scope (draft or final)
• Certificates of Occupancy / Facility License
• Prior Assessments
• Site Plan / Floor Plans
• Accessibility Transition Plans / Studies
• CMMS / IWMS Data Set
The City will also complete a pre-survey questionnaire, provided in advance by the
Contractor. The Contractor will review documents and information provided by the
City’s maintenance staff that could also aid the knowledge of the property’s physical
improvements, extent and type of use, and/or assist in identifying material discrepancies
between reported information and observed conditions.
Site Phase – During the site phase, the City and the Contractor will view the facilities,
including physical access to all mechanical areas, the exterior and grounds, including
the building exterior, roofs, sidewalk/pavement, and other areas as applicable, to
discuss known issues in the facility, and to answer other technical questions. The
Contractor will interview building maintenance staff about the property’s historical
repairs and replacements and their costs, level of preventive maintenance exercised,
pending repairs and improvements, and frequency of repairs and replacements.
Task 2: Code Compliance Review
Contractor will:
• Evaluate facility to determine which building codes apply, and whether or not the
facilities comply with these codes.
• Identify deficiencies relative to current California Building Code (CBC),
Americans with Disabilities Act (ADA), and other applicable standards.
• Highlight non-compliant features and recommend remedies.
Task 3: Floodplain and Resiliency Considerations
Contractor will:
• Assess the implications of the facility’s location in a FEMA-designated floodplain.
• Identify code requirements, risks, and mitigation strategies related to
enhancements that would align with floodplain compliance and climate resilience.
Task 4. Accessibility Evaluation
Contractor will provide a Certified Accessibility Specialist (CASp), certified by the State
of California, will visit the property to observe the exterior areas, interior common areas,
and employee only areas to assess the existing property improvements’ compliance
v. Feb 2025 Exhibit A
with the Americans with Disabilities Act and its implementing regulations for Title II
entities (28 C.F.R Part 35), the 2010 ADA Standards for Accessible Design, and
applicable state and local accessibility codes.
The CASp assessor will first review documents and information provided by the
municipal representative that could supplement the Contractor’s knowledge of the
subject property’s physical improvements, extent and type of use, and/or assist in
identifying barriers to accessibility.
During the site walk through, the CASp assessor will follow a Survey Form that meets or
exceeds the current ASTM format. The CASp assessor will utilize a digital level,
measuring tape, door pressure gauge, and GPS -enabled digital camera. They will
identify and prioritize any existing improvements not in accordance with the applicable
ADA requirements in the order of preference, as set out by BVTA, or per the
preferences of Client, as indicated. Typical priorities are as follows:
• Physical access to the property from the parking lot or public streets
• Access to areas of public accommodation
• Access to restroom facilities
• Removal of remaining barriers
• Employee only areas
The CASp assessor will assess exterior common areas and interior areas to identify
existing conditions that are not in accordance with the applicable accessibility codes,
including the elements specified below (if applicable, where landlord is responsible for
observed elements):
• Van and car accessible parking
• Passenger loading zones
• Accessible routes
• Curb ramps
• Ramps
• Protruding objects
• Building unit entrance exteriors
• Building entrance and exits to common areas
• Interior accessible routes
• Exterior and interior stairs which are part of the means of egress
• Entrances and exits to common areas
• Handrails and grab bars
• Space allowance and reach ranges
• Restrooms
• Alarms (visual and audible) and warnings
• Signage
• Switches and outlets
Task 5. Improvement Options and Cost Estimates
• Contractor will utilize our AssetCALC™ database, where all data will be
collected, to provide conceptual-level recommendations for:
v. Feb 2025 Exhibit A
o Minimal required repairs for continued safe use.
o Moderate rehabilitation for code and functional improvements.
o Full renovation or phased improvements for long -term viability.
• Include order-of-magnitude planning-level cost estimate (Class 4 or 5 cost
estimates per Association for the Advancement of Cost Engineering (AACE)
standards) for each option, including contingencies.
• The final report will include a Capital Needs Analysis including an estimated cost
for each system or component repair or replacement anticipated during the
evaluation term. The report will provide options for repair of the deficiency, and
the capital needs analysis will be presented as an Excel-based cost table that
includes a summary of the description of each component, the age and
estimated remaining useful life, the anticipated year of repair or replacement,
quantity, unit cost and total cost for the repair of each line item.
• A consolidated Capital Needs Analysis will be presented that includes all
anticipated capital needs for all buildings. The cost estimate for capital
deficiencies will be based on the estimate for maintenance and repair, but may at
Client’s option, also include project management costs, construction fees, and
design fees. Project management costs, construction fees, and design fees will
be derived using actual costs from previous projects. After determining these
costs, we will confirm these costs with your staff.
Task 6. Prioritization and Phasing
• Identify which improvements are most urgent or required by law.
• Recommend a phased approach if appropriate, based on urgency, funding
feasibility, and operational impacts.
• The analysis will include all cost observations be ranked by Priority Classes. The
five classes below are typical but can be altered to meet the City’s specifications
and needs:
o Priority 1: Currently Critical (Immediate): Requiring immediate action
including a cited safety hazard and areas of accelerated deterioration,
returning a building component to normal operation.
o Priority 2: Potentially Critical (Year 1): Requiring action in the next year
including components experiencing intermittent operations, potential life
safety issues, and rapid deterioration, returning a building component to
normal operation.
o Priority 3: Necessary – Not Yet Critical (Years 2-3): Requiring
appropriate attention to preclude predictable deterioration, potential
downtime, additional damage, and higher costs to remediation if deferred
further.
o Priority 4: Recommended (Years 4-10, 15, 20): Representing a sensible
improvement to the existing conditions (not required for the most basic
function of the facility; however, will improve overall usability and/or
reduce long-term maintenance costs).
o Priority 5: Does Not Meet Current Code but “Grandfathered”: No
Action required at this time but should substantial work be undertaken
correction would be required.
v. Feb 2025 Exhibit A
Task 7. Final Report and Presentation
• Prepare a final Facility Assessment Report summarizing findings,
recommendations, and cost estimates, including annotated photos, deficiency
lists, and supporting exhibits.
• The facility condition assessment will focus on the following facility and site
systems and components:
o Site + Infrastructure
o Structural Frame + Building Envelope
o Wall Evaluation
o Curtain Wall
o Roofing
o Plumbing
o Heating
o Air Conditioning and Ventilation
o Electrical
o Life Safety & Fire Prevention
o Interior Elements
o Special Systems and Equipment
o Suspected Fungal Growth
o Environmental Features
o Led-based Paint
o Asbestos
o Energy Conservation Analysis
• Reports will reflect a 5-10-or 20 year capital plan based on Contractor’s 20-year
building system evaluation. The analysis will include a cost table sorted by
building and system and ranked by priority for repair. Tables will allow for the
customization of reporting and a year-by-year capital needs analysis. The report
will include:
• An Executive Summary with graphic presentation of results to provide a quick,
user-friendly summary of the property’s observed condition and estimated costs
assigned by category. These estimated costs shall be cross-referenced to report
sections where an elaboration of cost issues will be presented.
• Components observed that are exhibiting deferred maintenance issues and
estimates for immediate and capital repair costs based on observed conditions,
available maintenance history and industry-standard useful life estimates. If
applicable, this analysis will include the review of any available documents
pertaining to capital improvements completed within the last five-year periods, or
currently under contract. BV shall also inquire about available maintenance
records and procedures and interview current available on-site maintenance
staff.
o Recommended schedule for replacement or repairs (schedule of
priorities).
o Digital photographs for the buildings including photos of deficiencies.
o General description of the property and improvements and comment
generally on observed conditions.
v. Feb 2025 Exhibit A
o Critical repairs and life safety issues separately from repairs anticipated
over the term of the analysis.
o Facility Condition Index (FCI) number for the building.
Deliverables
• Site inspection notes and photo documentation
• Code and accessibility compliance analysis
• Floodplain risk and regulatory summary
• Summary of deficiencies and recommended improvements
• Three-tiered repair/renovation options with order-of-magnitude project planning
cost estimates (AACE Class 4 or 5)
• Final Facility Assessment Report (PDF and editable formats)
• Presentation of findings to City staff and/or stakeholders
Task 8: Energy Conservation Analysis
• As part of the analysis of all evaluated systems mentioned above, Contractor
will consider energy conservation savings when making repair or replace
recommendations and include these projects in the project prioritization.
• This could prove helpful for on-site assets such as: stadium lighting, grandstand
infrastructure, and more.
Task 9: Climate Risk Hazard Assessment
Contractor will provide a Climate Risk Hazard report that assesses existing properties
and their surrounding neighborhoods qualitatively for current risks and future predictive
climate impact risks. The portfolio-level analysis also provides an aggregate risk level
combining current and future risks and provides recommendations for additional
category evaluation. City will be provided with a PDF deliverable that outlines these risk
categories related to the following.
The risk categories may include, but are not limited to:
• Flooding
• Earthquake
• Tsunami
• Tidal Flood/Seal Level Rise
• Wildfire
• Wind events
• Extreme Heat
• Extreme Rain
• Drought
• FEMA National Risk Index Categories, as applicable
Deliverables:
The deliverable will consist of a PDF of the Climate Risk Hazard reporting.
FEES
v. Feb 2025 Exhibit A
Service Fee(s)
Scope Items 1-7 & Deliverables $16,894.00
OPTION: Energy Conservation Analysis $3,000.00
OPTION: Climate Risk Hazard
Assessment
$900.00
v. Feb 2025 Exhibit B-1
EXHIBIT B
INSURANCE REQUIREMENTS
During the term of this Contract, and for any time period set forth below,
Contractor 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 work
under this Contract 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 Contract, Contractor shall
maintain, at no expense to City, the following insurance:
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
work required to be performed under this Contract, 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 Contractor's performance
under this Contract. Where Contractor is a professional not required to have a professional
license, City reserves the right to require Contractor to provide professional liability
insurance pursuant to this section.
4. Workers’ compensation. If it employs any person, Contractor 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. Contractor’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
Contractor 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 Contractor’s insurance
v. Feb 2025 Exhibit B-2
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 Contractor’s policies shall
be at least as broad as 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 Contract, Contractor hereby grants to City a
waiver of any right to subrogation which any insurer of Contractor may acquire against
City by virtue of the payment of any loss under such insurance. Contractor 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 Contract, 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 Contract.
7. The limits of insurance required in this Contract 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 Contract 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 Contract; 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
Contract are sufficient to cover the obligations of the Contractor under this Contract.
9. Contractor agrees to ensure that subcontractors, and any other
party involved with the performance of work under this Contract, who is brought onto or
involved in the performance of the work by Contractor under this Contract, provide the
same minimum insurance coverage required of Contractor, except as with respect to
limits. Contractor 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 Contract. CONSUTLANT agrees that upon request by City, all
v. Feb 2025 Exhibit B-3
agreements with, and insurance compliance documents provided by, such
subcontractors and others engaged in the work under this Contract will be submitted to
City for review.
10. Contractor agrees to be responsible for ensuring that no contract
used by any party involved in any way with the Scope of Work reserves the right to charge
City or Contractor for the cost of additional insurance coverage required by this Contract.
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
Contractor'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 Contractor shall procure a bond guaranteeing payment of losses and related
investigations, claims administration, attorney’s fees and defense expenses.
D. Proof of Insurance. Contractor shall provide to the Project Manager all of
the following: (1) Certificates of Insurance evidencing the insurance coverage required in
this Contract; (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 Contract. City reserves the right to obtain a full certified copy of any insurance policy
and endorsements from Contractor. 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.
Failure to comply with these requirements shall be considered a material breach of
contract.
v. Feb 2025 Exhibit C-1
EXHIBIT C
GENERAL TERMS AND CONDITIONS
1. COMPLIANCE WITH ALL LAWS.
Contractor 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 Contract. Contractor shall perform all work under this Contract in accordance with
these laws, ordinances, codes and regulations. Contractor shall release, defend, indemnify
and hold harmless City, its officers, agents and employees from any and all damages,
liabilities, penalties, fines and all other consequences from any noncompliance or violation
of any laws, ordinances, codes or regulations.
2. PROVISIONS DEEMED INSERTED.
Every provision of law required to be inserted in the Contract is deemed to be
inserted, and the Contract will be construed and enforced as though such provision has
been included. If it is discovered that through mistake or otherwise that any required
provision was not inserted, or not correctly inserted, the Contract will be deemed amended
accordingly.
3. SEVERABILITY.
If any provision of the Contract documents, or portion of a provision, is determined
to be illegal, invalid, or unenforceable, the remaining provisions of the Contract documents
will remain in full force and effect.
4. OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the Contractor in connection with
the performance of its duties under this Contract, shall be the sole property of City. City
may use said property for any purpose, including projects not contemplated by this Contract.
5. INSPECTION AND AUDIT.
Upon reasonable notice, Contractor shall make available to City, or its agent, for
inspection and audit, all documents and materials maintained by Contractor in connection
with its performance of its duties under this Contract. Contractor shall fully cooperate with
City or its agent in any such audit or inspection. Contractor shall maintain all Project-
related records for a period of three (3) years from completion of the work.
6. ASSIGNABILITY.
The parties agree that they shall not assign or transfer any interest in this Contract
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 Contract or any rights, duties
v. Feb 2025 Exhibit C-2
or obligations arising hereunder shall be void and of no effect.
7. WORKERS' COMPENSATION.
Contractor certifies that it is aware of the provisions of the Labor Code of the State
of California which require every employer to be insured against liability for workers'
compensation or to undertake self-insurance in accordance with the provisions of that Code,
and Contractor certifies that it will comply with such provisions before commencing the
performance of the work of this contract.
8. NONDISCRIMINATION.
Contractor shall not discriminate, in any way, against any person on the basis of
sex, race, color, religion, ancestry, national origin, ethnic group identification, age, mental
disability, physical disability, medical condition, genetic information, marital status, or
sexual orientation in connection with or related to the performance of its duties and
obligations under this Contract.
9. NO THIRD PARTY BENEFICIARIES.
City and Contractor do not intend, by any provision of this Contract, to create in any
third party, any benefit or right owed by one party, under the terms and conditions of this
Contract, to the other party.
10. INDEPENDENT CONTRACTOR.
For the purposes, and for the duration, of this Contract, Contractor, its officers,
agents and employees shall act in the capacity of an Independent Contractor, and not as
employees of the City. Contractor and City expressly intend and agree that the status of
Contractor, its officers, agents and employees be that of an Independent Contractor and
not that of an employee of City.
11. ENTIRE CONTRACT -- AMENDMENTS.
A. The terms and conditions of this Contract, all exhibits attached, and all
documents expressly incorporated by reference, represent the entire Contract of the parties
with respect to the subject matter of this Contract.
B. This written Contract shall supersede any and all prior contracts, oral or
written, regarding the subject matter between the Contractor and the City.
C. No other agreement, promise or statement, written or oral, relating to the
subject matter of this Contract, shall be valid or binding, except by way of a written
amendment to this Contract.
D. The terms and conditions of this Contract shall not be altered or modified
v. Feb 2025 Exhibit C-3
except by a written amendment to this Contract signed by the Contractor and the City.
E. If any conflicts arise between the terms and conditions of this Contract, and
the terms and conditions of the attached exhibits or the documents expressly incorporated
by reference, the terms and conditions of this Contract shall control.
12. SET-OFF AGAINST DEBTS.
Contractor agrees that City may deduct from any payment due to Contractor under
this Contract, any monies which Contractor owes City under any ordinance, agreement,
contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or
other amounts.
13. WAIVERS.
The waiver by either party of any breach or violation of any term, covenant or
condition of this Contract, 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 Contract, 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 Contract or any applicable law, ordinance or regulation.
14. CITY BUSINESS LICENSE / OTHER TAXES.
Contractor shall obtain and maintain during the duration of this Contract, a City
business license as required by the San Rafael Municipal Code, and Contractor 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 Contract, until Contractor has provided City with
a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification
Number and Certification).
15. SURVIVAL OF TERMS.
Any terms of this Contract that by their nature extend beyond the term (or termination)
of this Contract shall remain in effect until fulfilled and shall apply to both Parties’ respective
successors and assigns.
16. GOVERNING LAW.
This Contract shall be deemed to have been executed in the County of Marin,
California. The formation, interpretation and performance of this Contract shall be
governed by the laws of the State of California, excluding its conflict of laws rules. Any
suit or action initiated by either party shall be brought in the County of Marin, California
unless the parties agree otherwise in a written amendment to this Contract.
v. Feb 2025 Exhibit C-4
17. CONFLICT OF INTEREST.
Contractor, its employees, subcontractors and agents, may not have, maintain or
acquire a conflict of interest in relation to this Contract in violation of any City ordinance or
policy or in violation of any California law, including under Government Code section 1090
et seq. and under the Political Reform Act as set forth in Government Code section 81000
et seq. and its accompanying regulations. Any violation of this Section constitutes a material
breach of the Contract.
18. AUTHORIZATION.
Each individual signing above warrants that they are authorized to do so by the party
that they represent, and that this Contract is legally binding on that party. If Contractor is a
corporation, signatures from two officers of the corporation are required pursuant to
California Corporation Code section 313.
19. COUNTERPARTS AND ELECTRONIC SIGNATURE.
This Contract 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.
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.
6/9/2025
☐
☒CGQ
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
6/9/2025
6/9/2025
☒ NT
☒ NT
3 Department Director Approval of final agreement form to send to
contractor
6/10/2025 ☒CGQ
4 Project Manager
Forward three (3) originals of final agreement to
contractor for their signature
Click here to
enter a date.
☐
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
06/10/2025 JB
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: Library & Recreation
Project Manager: Craig Veramay Extension: 3340
Contractor Name: Bureau Veritas Technical Assessments LLC
Contractor’s Contact: James Gregory Contact’s Email: James.Gregory@bureauveritas.com
☐ FPPC: Check if Contractor/Consultant must file Form 700
Bureau Veritas_Professional Services
Agreement FINAL
Final Audit Report 2025-06-16
Created:2025-06-10
By:Jinder Banwait (jinder.banwait@cityofsanrafael.org)
Status:Signed
Transaction ID:CBJCHBCAABAA0sso8BO-Bhmo7xEjgxLO7Am4HzcIgxCS
"Bureau Veritas_Professional Services Agreement FINAL" Histor
y
Document created by Jinder Banwait (jinder.banwait@cityofsanrafael.org)
2025-06-10 - 11:45:34 PM GMT
Document emailed to James Gregory (james.gregory@bureauveritas.com) for signature
2025-06-10 - 11:45:41 PM GMT
Email viewed by James Gregory (james.gregory@bureauveritas.com)
2025-06-10 - 11:46:15 PM GMT
Document e-signed by James Gregory (james.gregory@bureauveritas.com)
Signature Date: 2025-06-10 - 11:47:21 PM GMT - Time Source: server
Document emailed to Laraine Gittens (laraine.gittens@cityofsanrafael.org) for approval
2025-06-10 - 11:47:23 PM GMT
Email viewed by Laraine Gittens (laraine.gittens@cityofsanrafael.org)
2025-06-11 - 0:08:12 AM GMT
Document approved by Laraine Gittens (laraine.gittens@cityofsanrafael.org)
Approval Date: 2025-06-11 - 0:08:33 AM GMT - Time Source: server
Document emailed to Andrea Visveshwara (andrea.visveshwara@cityofsanrafael.org) for signature
2025-06-11 - 0:08:35 AM GMT
Email viewed by Andrea Visveshwara (andrea.visveshwara@cityofsanrafael.org)
2025-06-11 - 3:53:16 PM GMT
Document e-signed by Andrea Visveshwara (andrea.visveshwara@cityofsanrafael.org)
Signature Date: 2025-06-11 - 3:54:13 PM GMT - Time Source: server
Document emailed to City Clerk (city.clerk@cityofsanrafael.org) for approval
2025-06-11 - 3:54:15 PM GMT
Email viewed by City Clerk (city.clerk@cityofsanrafael.org)
2025-06-11 - 4:03:25 PM GMT
Document approved by City Clerk (city.clerk@cityofsanrafael.org)
Approval Date: 2025-06-12 - 9:09:45 PM GMT - Time Source: server
Document emailed to Cristine Alilovich (cristinea@cityofsanrafael.org) for signature
2025-06-12 - 9:09:48 PM GMT
Email viewed by Cristine Alilovich (cristinea@cityofsanrafael.org)
2025-06-13 - 2:11:23 AM GMT
Document e-signed by Cristine Alilovich (cristinea@cityofsanrafael.org)
Signature Date: 2025-06-13 - 8:37:46 PM GMT - Time Source: server
Document emailed to Lindsay Lara (city.clerk@cityofsanrafael.org) for signature
2025-06-13 - 8:37:48 PM GMT
Email viewed by Lindsay Lara (city.clerk@cityofsanrafael.org)
2025-06-16 - 7:34:47 PM GMT
Document e-signed by Lindsay Lara (city.clerk@cityofsanrafael.org)
Signature Date: 2025-06-16 - 7:34:59 PM GMT - Time Source: server
Agreement completed.
2025-06-16 - 7:34:59 PM GMT