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Home My WebLink AboutPW City Gateway Signage Design Services 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 __________________________________________ (“Contractor”), a __________________________________________________ for __________________________________________________________, 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 _________________ 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.”. California Septemer 10, 2025 City Gateway Signage Design Services David L. Gates & Associates, Inc. Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 Corporation November 25, 2025 2025.0099 v. Feb 2025 Page 2 2. COMPENSATION. In consideration for Contractor’s complete performance of the Scope of Work, 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 $_____________. 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 ___________________________ 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 June 30, 2026 ----------------------------- 54,760 Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 v. Feb 2025 Page 3 apparent or detected at the time of such payment, inspection, review or approval. 5. PROJECT COORDINATION. A. City’s Project Manager. ________________________________ 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. ___________________________________ 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. Preya Nixon Chuck Gardella Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 v. Feb 2025 Page 4 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 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, Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 v. Feb 2025 Page 5 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 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: [As identified in item 5.A] ___________________________ San Rafael, CA 94901 Email: ______________________ To Contractor’s Project Director: [As identified in item 5.B] ___________________________ ___________________________ Email: ______________________ Walnut Creek, 94596 1655 N. Main Street, Suite 3651400 Fifth Avenue preyan@cityofsanrafael.org chuck@gates-studio.com Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 v. Feb 2025 Page 6 11. LIABILITY OF CITY. 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 settlement 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.] Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 v. Feb 2025 Page 7 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: _____________________________ Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 President Casey Case Gates + Associates Andrea Visveshwara Chief Assistant City Attorney Cristine Alilovich November 25, 2025 City Manager Lindsay Lara City Clerk EXHIBIT A SCOPE OF WORK This is an Exhibit attached to, and made a part of the Contract by and between Contractor and the City providing for the referenced services. The Scope of Work includes: 1. Description of the Work: 1.1 Description: Contractor will provide Landscape Architectural design services to provide a concept and construction documents, including plans, specifications and estimate for enhancing the existing gateway landscape planting, irrigation, and sign at Hwy 101 North off ramp and 2nd Street , as part of the City’s efforts to improve the gateway signage and landscaping at key entry points into the City. Subcontractors RMA Irrigation and Atium Engineering will provide irrigation design and electrical design services. 2. Specific Tasks: As part of the Scope of Work, the Contractor, David L. Gates & Associates shall perform the following tasks: Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 Subcontractor, RMA Irrigation, will provide the following irrigation design services: Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 Subcontractor, Atium Engineering will provide the following electrical engineering services: Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 METHOD OF PAYMENT Subject to the terms and conditions of this Contract, Contractor shall be paid as follows: SCHEDULE Schedule shall be coordinated with City’s project manager and should be completed no later than June 30, 2026. – END OF EXHIBIT A – Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 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 Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 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 Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 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. Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 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 Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 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 Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 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. Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 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. Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 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 Project Manager Email PINS insurance request to Contractor ☐ City Attorney’s Office Review, revise as needed, and approve agreement as to form Department Director Review and approve agreement Risk Management 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: City Council Date: ☐ ___________________ or ☐ Not applicable ☐ FPPC: Check if Contractor must file Form 700 Chuck Gardella X chuck@gates-studio.com City Manager's Office / Public Works X Shannon Mackle (for Preya Nixon) Gates & Associates Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 September 10, 2025 April Miller Public Works Director City of San Rafael 1400 Fifth Avenue, City of San Rafael, CA 94901 April.Miller@cityofsanrafael.org Dear April, Thank you for the opportunity to submit the following proposal for landscape architectural design services for the City Gateway Signage for the City of San Rafael. It’s our understanding that the improvement scope areas are owned and maintained by City of City of San Rafael within City’s Right-of-Way. We have included our assumptions of the scope and deliverables required to provide a set of PS&E Contract documents for public bid and construction. Please call or email me with any questions you have. If the attached workscope is acceptable, please sign a copy of this letter and return to us for our files. Sincerely, Chuck Gardella Principal | Gates Studio e-mail: Chuck@gates-studio.com (925)785-0976 Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 Gateway Signage September 10, 2025 Page 2 SCOPE OF SERVICES This agreement is made as of September 10, 2025 by and between Gates Studio, (GATES) [California License No. 6032], a California corporation, and the City of San Rafael (Client). As provided in this Agreement, GATES will provide landscape architectural design services for the following project (the "Project"): Project Description Provide Landscape Architectural design services to provide a concept and construction documents, including plans, specifications and estimate for enhancing the existing gateway landscape planting, irrigation, and sign at Hwy 101 North off ramp and 2nd Street. Landscape design will include: · Recommendations for landscape removal including trees that are in poor condition or would enhance the Gateway entry. · Drought resistant plants, low maintenance. · Irrigation plan to support new landscape plan · Enhanced lighting to accentuate the existing signage and 4 flagpoles Project Sssumptions: a. City shall provide the following items necessary for the team to develop the concept and for construction of work: · Autocad Base of existing topographic, utilities (water, storm drain, sewer, electrical, etc.) and site element survey of the scope areas · All Engineering which may be required such as Civil, Geotechnical, Joint Trench, Environmental, and structural · Utility work (grading and drainage, etc.) if required b. Assumes there is an existing operational water and electrical meters onsite owned by the City of San Rafael to accommodate lighting and irrigation. c. Drawing format, plans, details, and specifications shall be per City of San Rafel Standards d. City fonts, logos, and signage shall be provided in a digital format (EPS, PSD, AI) to the consultant e. Exclusions: · Environmental assessments, Caltrans permitting and paperwork, encroachment permits, traffic control plans, staging plans. · Electrical service, design of distribution systems, utility equipment redundant power distribution systems utilizing UPS, battery or generators as backup source. f. See attached proposals including more detailed info on electrical and irrigation design scopes as well as optional services.. I. BASIC SERVICES A. Conceptual Design 1. Orientation online meeting with City to establish project parameters; Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 Gateway Signage September 10, 2025 Page 3 a. Review project assumptions and expectations; known issues and challenges, project constraints, limits of work, project work scope, purpose, budget, schedule, and conceptual design objectives b. Provide meeting notes documenting discussions, decisions, and tasks for the kickoff meeting c. Obtain and review applicable base data provided by the City which may include: d. CAD files, existing plans, previous design efforts, studies, signal plans, and provide a written project summary of any potential issues and constraints. e. Work with City to coordinate site lines, known utility and easement conflicts, existing flagpoles, signage and walls. 2. Conduct site meeting with City Staff to access existing conditions and understand: a. Condition of existing control cabinets, electrical system, irrigation infrastructure, trees, landscaping, traffic controls, and utilities. b. Document existing elements for demolition, salvage, and/or repair. c. Site elements such as existing trees, views, topography, drainage patterns and maintenance access. 3. Conceptual Landscape Plan for review: a. Preliminary Gateway Sign Graphics · 1 sign elevation with lettering and city logo/ seal · 2 photosimulation renderings for sign options · Character images 4. Attend 2 online / “zoom” presentation meetings to present Gateway Signage options. 5. Attend up to 4 Conference calls with City Staff for review of the concepts. 6. Provide (1) updated conceptual planting plan and (1) update of photosimulation for final City review and acceptance. PRODUCTS: Draft Conceptual Landscape Plan (electronic) Final Conceptual Landscape Plan (electronic) MEETINGS: Kick off Meeting (virtual) 1 Site Meeting 1 Conference Calls 1 B. Construction Documents 1. Work with the City to review refinements of conceptual design documents to prepare 100% construction documents, including: a. Demolition plans, including schematic electrical demolition plans. Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 Gateway Signage September 10, 2025 Page 4 b. Planting plan and details c. Irrigation plans, details and water budget d. Sign refurbishment details 2. Coordinate flagpole lighting, sign lighting fixture and controls. a. Electrical drawings and details b. Title 24 compliance forms (one iteration) 3. Coordinate with the City regarding erosion control, demolition, Caltrans easements and encroachment, 4. Landscape Preservation, planting, irrigation, and signage specifications using standard CSI format. 5. Preparation of 95% PS&E (plans, specifications and estimate) for electronic submittal to City 6. Prepare responses to the 95% comments. 7. Attend online meeting with City to review 95% plans and address one (1) round of consolidated comments 8. Finalize 100% PS&E for electronic submittal to the City. PRODUCTS: 95% PS&E (plans, specifications and estimate) - electronic 100% PS&E (plans, specifications and estimate) - electronic MEETINGS: Site Meeting 1 Conference Calls 2 C. Construction Administration 1. Assistance during the bid process providing responses to RFIs 2. Provide conform bid set incorporating responses to plans and specifications. 3. Review of change orders, submittals shop drawings and respond to RFIs. 4. Preparation of clarifications drawings, coordination with Contractor and Project Team. 5. A representative of GATES shall visit the site to ascertain if the landscape work is generally proceeding in conformance with the drawings and specifications. On the basis of such on-site observations, as landscape architect, GATES shall keep the Owner informed of the progress and quality of the work. Additional construction observation requested by the Client shall be billed as additional services. MEETINGS: Site Visits Up to 4 total for the entire design team. II. ADDITIONAL CONDITIONS A. Meetings Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 Gateway Signage September 10, 2025 Page 5 1. Attendance at the aforementioned Conference Calls is included in the scope of work. This proposal assumes that each meeting is a maximum of one (1) hour. 2. Additional meetings are not in the scope of this proposal and would be billed at the hourly rates described in Item IV. B. Client shall provide all existing information necessary for the completion basic services as described in this letter of agreement. C. The work described in Item I shall be performed as one set of Construction Documents. Splitting the project into more than one phase of construction or more than one project may require an increase in the fee shown in Item IV. D. GATES is not responsible for means, methods, sequences, techniques and procedures of construction or for safety precautions associated with construction. E. As-Built documents shall only include updated cad drawings of the irrigation plans based upon detailed dimensions and redlines provided by the contractor during construction. III. COMPENSATION FOR SERVICES Gates RMA Atium A. Concept Design $15,285 $750 $0 B. Construction Documents 95% PS&E $9,770 $2,800 $3,200 100% PS&E $4,690 $800 $1,000 Bid Document Submittal $2,430 $600 $400 D. Construction Administration $7,295 $2,150 $1,800 Subtotal $39,470 $7,100 $6,800 Subconsultant Markup (10%) 0 $710 $680 TOTAL: $54,760 + reimbursables A. For billing procedures, see Appendix A. Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 Gateway Signage September 10, 2025 Page 6 B. Limit of Work Diagram Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 Gateway Signage September 10, 2025 Page 7 IV. ADDITIONAL SERVICES A. Any extra services, including additional work or meetings, requested by the Client in addition to those indicated in this proposal shall be billed at the hourly rate listed below in addition to the fee indicated in Item III above. Hourly Fees for Services of: Rate Per Hour: Partner $235.00-$250.00 Principal $220.00 - $235.00 Associate Principal $205.00 - $220.00 Senior Associate $185.00 - $205.00 Job Captain $165.00 - $185.00 Planner $165.00 - $185.00 Irrigation Designer $200.00 - $210.00 Marketing Coordinator $135.00 - $195.00 Administrative/Drafter $135.00 - $155.00 Note: The hourly rates shown may be revised as described in Appendix A, but would not affect the amount of compensation shown in Item III. B. Additional services shall include but are not limited to the following: 1. Additional meetings to those described above. 2. All work related to Civil, Geotechnical, Electrical, and Structural Engineering. 3. Revisions to the design following commencement of the Construction Documents Phase. 4. Permitting and processing of work related to Jurisdictional Agencies, Caltrans, and Waterboard. 5. Preparation of front end (boilerplate) non-technical specifications or other sections not listed. Accepted by: __________________________________________ Date: ____________________ April Miller City of San Rafael Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 Gateway Signage September 10, 2025 Page 8 APPENDIX A TERMS AND CONDITIONS OF AGREEMENT BETWEEN CLIENT AND DAVID L. GATES AND ASSOCIATES, INCORPORATED The following additional terms and conditions are appended to, and part of, the Agreement for professional services between Gates + Associates, Inc., (GATES) [California License No. 6032], a California corporation, and (City of San Rafael) (Client), dated (September 23, 2025). 1. GATES will provide the Scope of Services as described. GATES agrees to perform the services set forth in this agreement, and Client agrees to pay for said services on the terms set forth in this agreement. 2. Additional Services not set forth in the Scope of Services include, but are not limited to, changes in the scope or detail of the work made at the request of Client; services made necessary by unforeseen conditions not disclosed to GATES at the time of entering into this agreement; and any other service performed by GATES not reasonably within the scope of the services envisioned at the time of entering into this agreement. All additions to the scope of work shall be in writing, and executed by the Client. 3. GATES’s Fees shall be as described in the Scope of Services, plus Expenses. Expenses of consultants and other direct expenses shall be paid by the Client in the amount invoiced to GATES’s plus ten percent (10%) for handling and indirect costs. These may include, but are not limited to irrigation consultants, printing and reproduction costs, mileage and travel costs, and other miscellaneous expenses. 4. Additional Services, requested and authorized by the Client, shall be paid on an hourly basis at the current standard scheduled rates below. GATES’s hourly rate schedule may be adjusted on January 1 and July 1 of each year and shall apply for any services rendered after that date. Hourly Fees for Services of: Rate Per Hour: Partner $235.00-$250.00 Principal $220.00 - $235.00 Associate Principal $205.00 - $220.00 Senior Associate $185.00 - $205.00 Job Captain $165.00 - $185.00 Planner $165.00 - $185.00 Irrigation Designer $200.00 - $210.00 Marketing Coordinator $135.00 - $195.00 Administrative/Drafter $135.00 - $155.00 5. Invoices for Services and Reimbursables shall be provided by GATES each month and are payable upon receipt. You agree to review the invoice and ask any questions of GATES within ten (10) days of receipt. If we do not hear from you, the invoice shall be deemed proper and acceptable. If your balance is not paid within thirty (30) days from receipt, the unpaid balance will accrue interest at ten percent (10%) per annum compounded daily until paid in full. Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 Gateway Signage September 10, 2025 Page 9 6. GATES reserves the right to suspend work in the event invoices are past due. GATES may recommence work when full payment is received, including collection costs, attorney fees, and other costs, or other satisfactory arrangements are made with the Client. If a delinquency by Client occurs and GATES chooses not to suspend work, no waiver or estoppel shall be implied or inferred. Client agrees and understands that if GATES decides to so suspend its work, GATES shall not be liable for any costs or damages, including but not limited to delay and consequential damages, to the Owner, Client, or any other third party, that may arise from or be related to such a work suspension. Client agrees to hold GATES harmless from and completely indemnify GATES from and against any and all damages, costs, attorney's fees, and/or other expenses which GATES may incur as a result of any claim by any person or entity arising out of such a suspension of work. 7. If any litigation, arbitration, or other legal action arising out of this contract ensues, the prevailing party shall be entitled to, without limitation, reasonable attorney's fees, collection expenses, expert fees, and costs. 8. This Agreement may be terminated by either Client or GATES by giving written notice at least thirty (30) days prior to the date of termination. In the event of such termination, Client shall pay GATES for Services and Reimbursable Expenses performed or incurred prior to the termination date, plus all costs and expenses directly attributable to such termination for which GATES is not otherwise compensated. 9. Plans, drawings and specifications or other writings or documents prepared or provided by GATES hereunder are prepared for specific use by the Client on this Project only. Client agrees not to use the whole or part of said plans, drawings, and specifications or other writings or documents prepared or provided by GATES for other projects or extensions to the Project or any other purpose without the express written consent of GATES. GATES shall provide Client with a reproducible set of drawings and specifications for its records. Client further agrees to hold GATES harmless from and indemnify GATES from and against any and all damages, losses, costs, and/or expenses, including attorney's fees, which GATES may incur as a result of a claim by any party or entity, arising out of an unauthorized use of said plans, drawings, specifications, and/or documents. 10. Client agrees that GATES’s liability for negligence to Client shall be limited to the amount paid by Client hereunder for GATES’s fees for Basic Services and Additional Services. 11. This Agreement represents the entire Agreement between Client and GATES. This Agreement may be amended only by a writing signed by both Client and GATES. 12. This contract shall be governed by the laws of the State of California and shall be deemed to have been entered into in Walnut Creek, California, regardless of where it is physically executed. If suit or arbitration is filed to enforce this contract, the parties consent to personal jurisdiction in the courts of Contra Costa County, State of California, and waive the right to have the suit brought in, tried in, or removed to any other judicial jurisdiction. Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 August 28, 2025 Gates Studio 1655 N. Main Street Ste. 365 Walnut Creek, CA 94596 Attn: Chuck Gardella Re: San Rafael Gateway Dear Chuck, Thank you for the opportunity to provide you with a proposal for irrigation design services. Regarding the above referenced project, please find our irrigation design service descriptions and the fee associated. All irrigation drawings will be documented in a CAD drafted format, and in conformance with local water conservation ordinance requirements. The service descriptions are as follows: 1. Preliminary site visit: Our scope of work will include: A. Review site conditions. B. Locate existing irrigation to remain in service. C. Locate connection points to existing mainline, water meter, etc. D. Inspect existing controller for compliance with State Model Water Efficient Landscape Ordinance. 2. 95% Construction Documentation: Our scope of work will include: A. Water pressure verification and demand analysis. B. Main line layout with appropriate sizes to service remote control valves. C. Valving of planting zones based on plant type, slope and exposure. D. Irrigation sprinkler, bubbler, or dripline layout. E. Lateral pipe layout with appropriate sizes to service sprinkler, bubbler or dripline. F. Equipment legend describing the components of the design and general notes. G. Equipment details for instructions on proper installation. H. Irrigation specifications. I. Water use calculations per state and local ordinances. 3. 100% Construction Documentation: Our scope of work will include: A. Respond to and revise plans per two rounds of City/County comments. B. Revise irrigation drawings to conform to any minor changes. C. Sizing of lateral lines. D. Finalize irrigation equipment legend, general installation notes and details. E. Finalize specifications. F. Finalize water use calculations per local and state ordinance. Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 Gates Studio August 28, 2025 RE: San Rafael Gateway Page 2 of 3 4. Bid Documentation: Our scope of work will include: A. Revise irrigation drawings to conform to any minor changes. 5. Bidding & Negotiation: Our scope of work could include the following: A. Respond to questions during bidding. B. All work will be billed on an hourly basis not to exceed the amount shown. 6. Construction Administration (if required): Our scope of work could include the following: A. Post-construction observation: a. Inspection of entire irrigation system under operation (each zone) to verify if it has been installed per plans. b. Create a report of findings and corrections required. c. Construction observation is billed on a time and materials basis not to exceed amount shown. B. Submittal review: a. Review submittal and approve or request additional information. b. Submittal reviews are billed on a time and materials basis not to exceed amount shown. C. RFI & Addendums: a. Review and respond to RFIs. b. Issue addendums for changes to plans. c. RFIs and addendums are billed on an hourly basis not to exceed amount shown. 7. Reimbursable expenses: Mileage, tolls, deliveries, reproduction costs, etc. will be billed at our cost up to the amount listed. EXCLUDED DESIGN SERVICES: A. Design per Title 22 Recycled Water (unless notice of recycled water use prior to proposal) B. Recycled water retrofit report or colored piping plans for recycled water exhibits. C. High voltage electrical (service from source to controller and/or pumps) D. Booster pumps. E. Well design. F. Demolition Plans G. LEED, CAL Green and CHPS documentation. H. Certified audit. Please find our irrigation design fees relative to each of the following project areas: Irrigation Design Services: 1. Preliminary Site Visit……..………..………………………………………………………………………………… $750 2. 95% Construction Documentation……………………………………………................................... $2,800 3. 100% Construction Documentation………………………………………………………………………….. $800 4. Bid Set Documentation………..……………………………………………………………………………………. $600 5. Bidding & Negotiation …….……………………………………………………………………………………….. $450 Total Irrigation Design Services: $5,400 Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 Gates Studio August 28, 2025 RE: San Rafael Gateway Page 3 of 3 Irrigation Construction Administration Services: 6. Construction Administration (if required) A. Post Construction Observation…………………………………………………………………………….. $900 B. Submittal Review………………………………………………………….......................................... $350 C. RFI/Addendums………………………………..…………………………………………………………………. $450 Total Irrigation Construction Administration Services: $1,700 7. Reimbursable expenses ………………………………………………………....................................... $100.00 Additional Services: 8. Site Meeting…………………………………………………………………………………………………………….. $175.00 per hour 9. Digital As-built Documentation …………….…………………………………………………………………. $150.00 per hour 10. Weekly coordination meetings.……………………………………………………………………………….. $175.00 per hour Note: One round of minor base change is included in the fee. After the 95% CD irrigation design has been completed. Any additional base changes that require an irrigation redesign will require additional fees and an add service proposal will be provided. Hourly fee schedule: Principal $200.00 Project Manager $175.00 Design Assistant $150.00 CADD Technician $125.00 Fieldwork/Audit $175.00 Clerical $100.00 Base plans, plot sheets in AutoCAD format, preferred controller and water meter location(s) and water pressure will be provided for our use by Gates Studio. Labeling of utility callouts, utility line work and utility legend as required by the water municipality to be provided by the Civil Engineer (Recycled Water Projects). This proposal is valid for 180 days from the date shown on this proposal. Thank you for considering our firm to provide irrigation consulting services. Please feel free to contact me with any questions you may have. Respectfully Submitted, RUSSELL D. MITCHELL & ASSOCIATES, INC. Jeff Bradshaw; CID, CLIA, ASIC Proposal accepted by: Date: Title: Job#: (Please email back a signed copy.) "A verbal or email consent to proceed sent to RMA implies the fee proposal and its terms are approved." Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 San Rafael Entry Landscape atiumengineering Reference #: P2591.62 Page 1 of 9 3533 York Ln San Ramon, CA 94582 913.961.1658 maino@atiumeng.com www.atiumeng.com PROPOSAL FOR ELECTRICAL ENGINEERING SERVICES Project: San Rafael Entry Landscape 2nd St & Irwin St San Rafael, CA 94901 Date: 09.09.25 Client: Gates Studio 1655 N Main St, Suite 385 Walnut Creek, CA 94596 925.785.0978 Attention: Chuck Gardella Dear Chuck, Thank you for the opportunity to provide you with our Proposed Agreement For Electrical Engineering Services (hereinafter referred to as “Agreement”) for the above referenced project. This proposed Agreement is based on the drawings and RFP information provided in your email sent on 08.28.25, and the scope of services noted below. Please date and sign below should you agree to the terms of this proposed Agreement and the terms and conditions therein. Upon signature, this proposed Agreement shall become effective and shall serve as the formal Agreement between Client (identified above) and Atium Engineering, Inc. (hereinafter referred to as “Engineer”). PROJECT DESCRIPTION The project shall involve providing new flagpole uplighting and replacing existing sign lighting and controls. Based on available as-builts, the existing sign lighting appears to be connected to an unmetered street lighting circuit. Options have been provided to reconnect lighting the existing circuitry, as well as provide a new metered utility pedestal for proper connection of lighting and controls. Figure 1 - Site Plan Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 San Rafael Entry Landscape atiumengineering Reference #: P2591.62 Page 2 of 9 MEETINGS AND SITE VISITS Client acknowledges that Engineer may request to conduct site visits and/or in -person meetings. Client further acknowledges that all site visits and in-person meetings, including the scheduling thereof, are contingent upon the status of any pandemics including the current “shelter in place” order being lifted and subject to any public access restrictions and/or social distancing requirements and guidelines. No site visits or in person meetings shall be provided until such a time as permitted with reference to the preceding and in Engineer’s sole discretion. If a site visit is not feasible, design documents shall be based on available as-built information and additional information as may be provided by the owner and architect. As part of the design services, Engineer will attend meetings and site visits in accordance with Engineer’s understanding of the project requirements, which includes and is expressly limited to the following: • Up to (1) initial site visit to review existing site conditions • Conference calls as needed • Up to (1) site visit to perform punch walk SUBMITTALS Unless otherwise noted, all submissions shall be digital in nature and shall be provided in PDF format only. Progress sets may be provided in addition to the items below at the request of the Client. • Contract Documents / Plans, Specs, and Estimate (PS&E) ◦ 95% PS&E Drawings – (1) Submittal ◦ 100% PS&E Drawings – (1) Submittal ◦ Bid Documents – (1) Submittal ASSUMPTIONS • Client shall provide backgrounds formatted in AutoCAD DWG file format • Client shall provide as-built documents in digital format (if available) • The project shall be commissioned (if required) by a third-party commissioning agent • Project schedule is assumed to be as follows, subject to permitted and excusable delays as set forth herein: ◦ 95% PS&E Drawings: 02.01.26 ◦ Permit Review: 03.01.26 ◦ 100% PS&E Drawings: 03.15.26 ◦ Bid Documents: 04.01.26 ◦ Construction Administration: 09.01.26 INCLUDED SERVICES General • Coordinate with architect, mechanical engineer, plumbing engineer, civil engineer, and landscape architect for required equipment loads • Provide deliverable documents formatted in AutoCAD 2017 and PDF • Coordination of systems design with all consultants on project team • Layout of all systems and devices noted herein • Circuiting of all devices and systems noted herein • Written specifications for the systems noted herein • Demolition drawings will be provided in a schematic format only with demolition notes. Detail of all existing conditions will not be recorded beyond available existing drawings. Documentation of existing devices shall not be provided beyond existing low voltage head end equipment and electrical power distribution equipment • Provide engineer’s statement of probable cost (actual cost estimate to be provided by cost estimator) Electrical • Coordination of new electrical service with utility (as part of optional services) ◦ Submission of electrical service application to utility ◦ Provide primary and secondary raceways to/from utility transformer ◦ Provide meter location ◦ Provide transformer location Winter 2025 Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 San Rafael Entry Landscape atiumengineering Reference #: P2591.62 Page 3 of 9 ◦ Provide electrical documents for utility review ◦ Provide load calculations for utility review • Design of Receptacles and hardwired connections to landscape equipment • Mounting details for major equipment • Power Title 24 compliance forms for load dis-aggregation and plug load controls (one iteration) Interior and Exterior Lighting • Light fixture selection, including luminaire schedule and cutsheets • Photometric calculations for internal use and verification of light levels only (not for submission to or review by AHJ) • Lighting design to code required power densities and energy targets • Light fixture mounting details, coordinated with structural engineer • Daylight harvesting, occupancy sensing, and timer controls • Design of exterior lighting for sign and flagpoles • Exterior Title 24 lighting compliance calculations (one iteration) Construction Administration • Respond to Pre-Bid RFIs • Review substitution requests • Provide RFI Responses • Provide Submittal Reviews – Up to (2) reviews per submittal • Provide sketches/ASIs for changes necessary to complete original scope of work (additional services or added scope are not included) EXCLUDED SERVICES General • Redesign due to value engineering efforts, budget reconciliation efforts, or owner requested changes including, but not limited to: ◦ Addition or removal or entire building systems from the scope of work ◦ Re-specification of light fixtures or other equipment due to VE efforts ◦ Revisions to floor plans due to significant landscape changes • Work on buildings or areas other than those noted above • Attendance at meetings or site visits not noted above • Construction management or bidding coordination • Cost estimating • Documentation of existing as-built conditions • Supervision of contractors • Record drawings of completed projects • Design for, or documentation of, LEED, WELL, or any other building rating system • Commissioning (Cx) of any systems ◦ Creation of an Owner’s Project Requirements (OPR) document for lighting or other electrical systems ◦ Creation of room schedules detailing individual room requirements for lighting controls ◦ Develop a Basis of Design (BOD) beyond any narratives developed during the preliminary stages of design ◦ Attend any meetings with the Commissioning agent (CxA) • Design or layout of any systems not noted above • Coordination of energy rebates with local utility Electrical • Medium or High voltage power distribution design • Design of redundant power distribution system utilizing Uninterruptible Power Supply (UPS), Battery, and/or engine generator as the backup source • Design of utility equipment (e.g. transformers, primary power feeds, etc.) for new utility service to the building Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 San Rafael Entry Landscape atiumengineering Reference #: P2591.62 Page 4 of 9 • Lightning protection system design Interior and Exterior Lighting • Final aiming of fixtures (to be performed by contractor) Construction Administration • Additional submittal reviews (beyond the (2) per submittal as noted above) • Provide sketches/ASIs for changes due to RFI responses, except where deemed by EEOR to be necessary (e.g. for AHJ review and approval of fire alarm changes) • Revise device layouts during construction due to furniture changes TERMS AND CONDITIONS Agreement: The terms and fees noted herein shall be considered valid for 30 days from the date of the Agreement unless this Agreement is signed by both Engineer and Client. Client Responsibilities: The Client shall provide full and complete and accurate information regarding requirements for the Project. The Client shall designate, when necessary, a representative authorized to act in the Owner’s behalf with respect to the Project. The Client or such authorized representative shall examine the documents submitted by the Engineer and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Engineer’s services. The Client shall also furnish required information as expeditiously as necessary for the orderly progress of the Work, and the Engineer shall be entitled to rely upon the accuracy and completeness thereof. Professional Credit: Press releases, articles, professional publications and the like where the Architect is named shall credit Atium Engineering as the Electrical Engineer. Use of Engineer’s Documents: All documents, including this Agreement, prepared by the Engineer with regards to this Project shall be construed as instruments of the Engineer’s services for use with sole respect to this Project. The Engineer shall remain the owner of these documents and shall retain all rights thereto. Any reuse of these documents without specific written authorization and adaptation by Engineer will entitle Engineer to further compensation and may subject the unauthorized user to legal action. Site Visits and In-Person Meetings: All site visits and in-person meetings shall be provided at a time deemed safe and appropriate by the Engineer, and shall be subject to cancelation or delay pending the current “Shelter in Place” directive put in place by the State of California. Should a site visit or in-person meeting not be feasible, Engineer shall provide design documents based on available as-built information and additional information as may be provided by the Client. When such inability to perform site visits or in-person meetings are beyond the Engineer’s reasonable control, the Client agrees that the Engineer shall not be responsible for damages that may result from incorrect or missing information contained in the a s-built or supplemental information, nor shall the Engineer be deemed in default of this Agreement. Ownership and Instruments of Service: All reports, drawings, specifications, computer files, field data, notes and other documents and instruments prepared by the Engineer as instruments of service shall remain the property of the Engineer. The Engineer shall retain all common law, statutory and other reserved rights, including the copyright thereto. The Client acknowledges the Engineer's construction documents, including electronic files, as instruments of professional service. Nevertheless, the final construction documents prepared under this Agreement shall become the property of the Client upon completion of the services and payment in full of all monies due to the Engineer. The Client shall not reuse or make any modification to the construction documents and/or documents contemplated herein without the prior written authorization of the Engineer. The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Engineer, its officers, directors, employees and subconsultants (collectively, Consultant) again st any damages, liabilities or costs, including reasonable attorney's fees and defense costs, arising from or allegedly arising from or in any way connected with the reuse or modification of the construction documents by the Client or any person or entity that acquires or obtains the construction documents from or through the Client with or without the written authorization of the Consultant. REIMBURSABLE EXPENSES Unless stated otherwise, all reimbursable expenses associated with the project (travel and all travel related expenses, mileage, parking, shipping, reproduction, and in-house plotting of electronic files) have been included as part of the fee noted below. Expenses for additional items such as mock-ups, sample equipment, etc., are not included in the fee noted below. Expenses associated with those items, if any, will be itemized and billed separately, at cost plus 10% handling charge. FEE Payment and Deliverables: • Payment by Client is due within 30 days of receipt of invoice. • Payment may be made via check (preferred) or via credit card. For credit card payments a 3% surcharge shall be added to the invoiced amount for processing. • No deliverable items will be provided for this project before a valid contract is executed by both parties . • Services will be provided on a fixed fee basis For work noted herein as “Fixed” the Client shall compensate the Engineer for the services and work described above for a lump sum fee as described in the table below. Phase/Task Fee Rejected (Initial) 95% PS&E $3,200 100% PS&E $1,000 Bid Documents $400 Bid Assistance $400 Construction Administration $1,800 Total (Base Scope): $6,800 Opt. Task 1 – Service Upgrade: $8,500 Changes in the scope of work, revisions after the submission of substantially completed documents, and/or review of change orders not initiated by, or as a result of actions by, this firm that results in additional work by this firm will require additional services. Additional proposals shall be provided and approved for these additional services prior to the commencement of work. Docusign Envelope ID: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 Certificate Of Completion Envelope Id: 654ECCAC-4E69-46AA-B6BF-5444BA314D75 Status: Completed Subject: DocuSign: PSA with Gates & Associates for City Gateway Signage Design Services Source Envelope: Document Pages: 38 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 4 Shannon Mackle AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 111 Morphew St San Rafael, CA 94901 Shannon.Mackle@cityofsanrafael.org IP Address: 69.181.69.46 Record Tracking Status: Original 10/29/2025 3:13:15 PM Holder: Shannon Mackle Shannon.Mackle@cityofsanrafael.org Location: DocuSign Signer Events Signature Timestamp April Miller April.Miller@cityofsanrafael.org Public Works Director Security Level: Email, Account Authentication (None)Signature Adoption: Uploaded Signature Image Using IP Address: 2601:645:e7c:a540:9514:1ce7:467:e27e Signed using mobile Sent: 11/6/2025 3:43:30 PM Viewed: 11/10/2025 6:52:20 AM Signed: 11/10/2025 6:52:29 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Nataly Torres Nataly.Torres@cityofsanrafael.org Legal Assistant City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 11/10/2025 6:52:32 AM Viewed: 11/10/2025 10:21:36 AM Signed: 11/10/2025 10:21:46 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Van Bach Van.Bach@cityofsanrafael.org Signing Group: Finance Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 11/10/2025 6:52:32 AM Viewed: 11/17/2025 9:56:11 AM Signed: 11/17/2025 9:56:19 AM Electronic Record and Signature Disclosure: Accepted: 11/17/2025 9:56:11 AM ID: bc421962-6b60-4a0b-b924-49a084fda283 Casey Case casey@dgates.com President Gates + Associates Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 64.21.203.66 Sent: 11/17/2025 9:56:22 AM Viewed: 11/17/2025 1:55:12 PM Signed: 11/17/2025 1:55:29 PM Electronic Record and Signature Disclosure: Accepted: 11/17/2025 1:55:12 PM ID: 980df989-e13a-4dc9-a8ee-5bc6fc0a6bd7 Signer Events Signature Timestamp Andrea Visveshwara Andrea.Visveshwara@cityofsanrafael.org Chief Assistant City Attorney City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 11/17/2025 1:55:32 PM Viewed: 11/17/2025 7:03:14 PM Signed: 11/17/2025 7:04:02 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Heather Davis Heather.Davis@cityofsanrafael.org Risk Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 11/17/2025 1:55:33 PM Viewed: 11/25/2025 12:29:50 PM Signed: 11/25/2025 12:29:57 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Cristine Alilovich Cristine.Alilovich@cityofsanrafael.org City Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 209.214.137.130 Sent: 11/25/2025 12:30:00 PM Viewed: 11/25/2025 3:23:33 PM Signed: 11/25/2025 3:25:13 PM Electronic Record and Signature Disclosure: Accepted: 8/8/2025 5:50:59 PM ID: 92734b64-c5dc-4308-af7f-b0f4b9ffd306 Lindsay Lara Lindsay.Lara@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: 199.88.113.8 Sent: 11/25/2025 3:25:16 PM Viewed: 12/1/2025 12:47:18 PM Signed: 12/1/2025 12:47:25 PM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Nataly Torres Nataly.Torres@cityofsanrafael.org Legal Assistant City of San Rafael Security Level: Email, Account Authentication (None) Using IP Address: 199.88.113.8 Sent: 11/6/2025 3:11:40 PM Viewed: 11/6/2025 3:28:28 PM Completed: 11/6/2025 3:43:29 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Carbon Copy Events Status Timestamp Preya Nixon Preya.Nixon@cityofsanrafael.org Security Level: Email, Account Authentication (None) Sent: 12/1/2025 12:47:29 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/6/2025 3:11:40 PM Envelope Updated Security Checked 11/6/2025 3:43:30 PM Envelope Updated Security Checked 11/6/2025 3:43:30 PM Envelope Updated Security Checked 11/6/2025 3:43:30 PM Envelope Updated Security Checked 11/6/2025 3:43:30 PM Certified Delivered Security Checked 12/1/2025 12:47:18 PM Signing Complete Security Checked 12/1/2025 12:47:25 PM Completed Security Checked 12/1/2025 12:47:29 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of San Rafael (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 City of San Rafael: 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: city.clerk@cityofsanrafael.org To advise City of San Rafael 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 city.clerk@cityofsanrafael.org and in the body of such request you must state: your Electronic Record and Signature Disclosure created on: 5/22/2025 12:46:43 PM Parties agreed to: Van Bach, Casey Case, Cristine Alilovich 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 City of San Rafael 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 city.clerk@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 City of San Rafael 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 city.clerk@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 City of San Rafael 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 City of San Rafael during the course of your relationship with City of San Rafael.