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HomeMy WebLinkAboutPW Essential Facilities Geotechnical ServicesAGREEMENT FOR PROFESSIONAL SERVICES FOR GEOTECHNICAL ENGINEERING SERVICES ASSOCIATED WITH VARIOUS ESSENTIAL FACILITIES STRATEGIC PLAN PROJECTS This Agreement is made and entered into as of the /5'ftz' day of 4Eacrrf 13cQ , 2016, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and MILLER PACIFIC ENGINEERING GROUP, a corporation authorized to do business in California (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the services of a geotechnical engineering firm are needed for projects associated with San Rafael's Essential Facilities Strategic Plan; and WHEREAS, CONTRACTOR has provided such services during the first phase of the Essential Facilities process; and WHEREAS, CONTRACTOR's services are needed as the Essential Facilities projects move into the construction phase. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The Director of Public Works is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Scott Stephens is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as described in Exhibits A, B and C attached to this agreement and incorporated herein. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as described in Exhibits A, B, and C. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR an amount not to exceed $81,000.00. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for one (1) year commencing on the date first hereinabove written. Upon mutual agreement of the parties, and subject to the written approval of the City Manager the term of this Agreement may be extended for an additional period of up to two (2) years. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in cormection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 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 Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. 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. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. 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. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR's worker's 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, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONTRACTOR's insurance policies shall be primary 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 0104 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR'S. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, 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 or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this ALFreement. 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 PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., 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 Agreement. 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 Agreement, 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 services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the frill period of time allowed by law. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. 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 Agreement. CONTRACTOR shall perform all services under this Agreement 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. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: Bill Guerin, Director of Public Works City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 TO CONTRACTOR's Project Director: Scott Stephens Miller Pacific Engineering Group 504 Redwood Boulevard, Suite 220 Novato, CA 94947 b 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, 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. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of tlus Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, 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. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code 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 Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL r-- JIM C UTZ, Cit M ager ATTEST: "�stzz� c./&'u2. ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: Lo ROBERT F. EPSTEIN, MyAttorney CONTRACTOR By: PrinteName: S� tr SrFPHENS Title: �'g E s I AF N r' and, By: , Printed Name: Title: l!ccrA/A/OCF�:r%ww� I - -. ENGINEERING GROUP August 30, 2016 File: 2157.286prob.doc City of San Rafael 111 Morphew Street San Rafael, CA 94901 Attn: Mr. Kevin McGowan Re: Supplemental Geotechnical Engineering Services Fire Station 52 San Rafael, California Introduction We are pleased to submit this proposal for supplemental geotechnical engineering services associated with the planned Fire Station 52 at 210 3rd Street in San Rafael. We have prepared a geotechnical investigation report for the project and have been providing consultation as requested. Per the request of Kitchell, this proposal provides scope and budget estimate for additional geotechnical consultation / analyses of alternative foundation systems best suited for the proposed project. In addition, we have provided a scope and budget for expected geotechnical services during construction for the current building plan. Scone of Services Supplemental Geotechnical Consultation and Plan Review We will provide site specific settlement and foundation design analyses based on site grading and building loads. Based on our analyses we will consult with the design team in the selection of the preferred foundation type and provide geotechnical consultation, recommendations and design criteria as needed. We will review geotechnical aspects of the plans to confirm that the intent of our recommendations has been incorporated and summarize our review in a brief letter report. Geotechnical Construction Observation and Testino During construction, we will provide intermittent inspection and testing services to observe the geotechnical portions of the work. This is expected to include submittal review of geotechnical items, foundation excavations (drilled piers ad shallow), utility trench backfill and structural fill testing, subsurface drainage, vapor barriers and testing of pavement sections. The purpose of our construction services is to verify that subsurface conditions are as expected, confirm design criteria are appropriate, prepare any needed supplemental recommendations, and to provide our opinion of contractor compliance with the intent of the plans and specifications. We have prepared a draft scope and fee estimate for authorization. When the design is complete and the construction schedule known, we should confirm the budget estimate. Schedule and Fee We propose our services as shown on the attached Agreement and Schedule of Charges. We propose the following fee arrangements: 504 Redwood Blvd., Suite 220 Novato, Caliromia 94947 T (415) 382-3444 F (415) 382-3450 Exhibit A City of San Rafael Page 2 of 2 NOR Pr GME ENGINEERING GROUP August 30, 2016 Supplemental Consultation and Plan Review .........................Time and Expense, Estimate, $4,500 Construction Observation & Testing....................................Time and Expense, Estimate, $20,000* ('Budget estimate to be confirmed when the construction schedule has been finalized.) We are pleased to have the opportunity to provide geotechnical services on this project and are prepared to begin our work soon after your authorization. When you wish us to proceed, please sign and return one copy of the Agreement. If you have any questions regarding our proposal, please do not hesitate to call. Yours very truly, MILLER PACIFIC ENGINEERING GROUP Scott Stephens Geotechnical Engineer No. 2398 (Expires 6/30/17) Attachments: Agreement, Budget Estimate Sheet WRO HER ENGINEERING GROUP REEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES This AGREEMENT is made between MILLER PACIFIC ENGINEERING GROUP ("MPEG'), a California Corporation, and the CLIENT to provide Professional Engineering and Testing Services with respect to the PROJECT, with the following GENERAL CONDITIONS and for the FEE as described below and on the attached pages, 1.0 CLIENT NAME: City of San Rafael Attn: Mr. Kevin McGowan ADDRESS: 111 Morphew Street San Rafael, CA 94901 CLIENT #: 2157.286prob 2.0 PROJECT: Fire Station 52 LOCATION: San Rafael, California 3.0 SCOPE OF SERVICES: Geotechnical Engineering Services as outlined in our proposal letter dated August 30, 2016: Supplemental Consultation and Plan Review Construction Observation & Testing 4.0 FEE: Time & Expense, Estimate .................................................. $4,500 Time & Expense, Estimate ...............................................$20,000' (`Budget estimate to be confirmed when the construction schedule has been finalized.) DATE: 8/30/16 FOR MPEG: Scott Stephens, Geotechnical Engineer No. 2398 DATE FOR CLIENT: AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES January 2016 Page 1 of B 504 Redwood Blvd., Suile 220 13 Novato, California 94947 0 T (415) 382-3444 F (415) 382-3450 GENERAL CONDITIONS 1. DEFINITIONS 1.1. Contract Documents. Plans, specifications, and agreements between Client and Contractors, including addenda, amendments, supplementary instructions, and change orders. 1.2. Contractor. The contractor or contractors retained to construct the Project for which MPEG is providing Services under this Agreement. 1.3. Day(s). Calendar day(s) unless otherwise stated. 1.4. Hazardous Materials. The term Hazardous Materials means any toxic substances, chemicals, radioactivity, pollutants or other materials, In whatever form or state, known or suspected to impair the environment in any way whatsoever. Hazardous Materials include, but are not limited to, those substances defined, designated or listed in any federal, state or local law, regulation or ordinance concerning hazardous wastes, toxic substances or pollution. 1.5. Services. The Services provided by MPEG as set forth in this Agreement, the Scope of Services, and any written amendment to this Agreement. 1.6. Work. The labor, materials, equipment, and services required to complete the work described in the Contract Documents. 2. SCOPE OF SERVICES MPEG will perform the scope of Services per Page 1 of the agreement. 2.1. Changes in Scope. If MPEG provides Client with a written confirmation of a change in the Scope of Services, it will become an amendment to this Agreement unless Client objects in writing within 5 business days after receipt. All Services performed by MPEG on the Project are subject to the terms and limitations of this Agreement. If Services are performed, but the parties do not reach agreement concerning modifications to the Scope of Services or compensation, then the terms and limitations of this Agreement apply to such Services, except for the payment terms. The parties agree to resolve disputes concerning modifications to scope or compensation pursuant to Section 19, "Disputes." 2.2. Licenses. MPEG will procure and maintain business and professional licenses and registrations necessary to provide its Services. 2.3. Excluded Services. MPEG's Services under this Agreement include only those Services specified in the Scope of Services. 2.3.1. General. Client expressly waives any claim against MPEG resulting from its failure to perform recommended additional Services that Client has not authorized MPEG to perform, and any claim that MPEG AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES MUR FOR ENGINEERING GROUP failed to pert Stoneridge Mall Roadorm services that Client instructs MPEG not to perform. 2.3.2. Biological Pollutants. MPEG's Scope of Services specifically excludes the investigation, detection, prevention or assessment of the presence of Biological Pollutants. The term "Biological Pollutants" includes, but is not limited to, molds, fungi, spores, bacteria, viruses, and/or any of their byproducts. MPEG's Scope of Services will not include any interpretations, recommendations, findings, or conclusions pertaining to Biological Pollutants. Client agrees that MPEG has no liability for any claims alleging a failure to Investigate, detect, prevent, assess, or make recommendations for preventing, controlling, or abating Biological Pollutants. Furthermore, Client agrees to defend, indemnify, and hold harmless MPEG from all claims by any third party concerning Biological Pollutants, except for damages caused by MPEG's sole negligence. 3. PAYMENTS TO MPEG 3.1. Basic Services. MPEG will perform the Services set forth per the Scope of Services for the Fee and per the Schedule of Charges shown on Page 1 and Page 8 of this Agreement. 3.2. Additional Services. Any Services performed under this Agreement, except those Services expressly identified in the attached Scope of Services, will be provided on a time and materials basis unless otherwise specifically agreed to in writing by both parties. 3.3. Estimate of Fees. MPEG will, to the best of its ability, perform the Services and accomplish the objectives defined in this Agreement within any written cost estimate provided by MPEG. Client recognizes that changes in scope and schedule, and unforeseen circumstances can all influence the successful completion of Services within the estimated cost. The use of an estimate of fees or of a "not to exceed" limitation is not a guarantee that the Services will be completed for that amount; rather, it indicates that MPEG shall not incur fees and expenses in excess of the estimate or limitation amount without obtaining Client's agreement to do so. 3.4. Rates. Client will pay MPEG at the rates set forth in the Schedule of Charges. 3.4.1. Changes to Rates. Client and MPEG agree that the Schedule of Charges is subject to periodic review and amendment, as appropriate to reflect MPEG's current fee structure. Unless Client objects in writing to the proposed amended fee structure within 30 days of invoice, the amended fee structure will be incorporated into this Agreement and will then supersede any prior fee structure. If Client timely objects to the amended fee structure within 30 days, and MPEG and Client cannot agree upon a new fee structure within 30 days after notice, MPEG may terminate this Agreement and be January 2016 Page 2 of 8 compensated as set forth under Section 18, "Termination." 3.4.2. Prevailing Wages. Unless Client specifically informs MPEG in writing that prevailing wage regulations cover the Project and the Scope of Services identifies it as covered by such regulations, Client will reimburse, defend, indemnify and hold harmless MPEG from and against any liability resulting from a subsequent determination that prevailing wage regulations cover the Project, including all costs, fines and attorneys' fees. 3.5. Payment Timing; Late Charge. All invoices are due upon receipt. All amounts unpaid 30 days after the invoice date will include a late payment charge from the date of the invoice, at the rate of 1-1/2% per month or the highest rate permitted by law. 4. STANDARD OF PERFORMANCE; DISCLAIMER OF WARRANTIES 4.1. Level of Service. MPEG offers different levels of Services to suit the desires and needs of different clients. Although the possibility of error can never be eliminated, more detailed and extensive Services yield more information and reduce the probability of error, but at increased cost. Client must determine the level of Services adequate for its purposes. Client has reviewed the Scope of Services and has determined that it does not need or want a greater level of Services than that being provided. 4.2. Standard of Care. Subject to the limitations inherent in the agreed Scope of Services as to the degree of care, the amount of time and expenses to be incurred, and subject to any other limitations contained in this Agreement, MPEG will endeavor to perform its Services consistent with that level of care and skill ordinarily exercised by other professional practicing in the same locale and under similar circumstances at the time the Services are performed. 4.3. No Warranty. No warranty, express or implied, is included or intended by this Agreement. 5. ESTIMATE OF CONSTRUCTION COSTS Client acknowledges that construction and project development are subject to many influences that are not subject to precise forecasting and are outside of MPEG's control. Client further acknowledges that actual costs incurred may vary substantially from the estimates prepared by MPEG and that MPEG does not warrant or guaranty the accuracy of construction or development cost estimates. 6. CONSTRUCTION PHASE SERVICES If MPEG's Scope of Services includes observation and/or testing during the course of construction, the following conditions apply. AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES W-10 RUNS ENGINEERING GROUP 6.1. Construction Observation. 6.1.1. Site Meetinos & Visits. MPEG will participate in job site meetings as requested by Client, and, unless otherwise requested by Client, visit the site at times specified in the Scope of Services or, if not specified in the Scope of Services at intervals as MPEG deems appropriate to the various stages of construction to observe the geotechnical conditions encountered by Contractor and the progress and quality of the geotechnical aspects of the Work. Based on information obtained during such visits and on such observations, MPEG may inform Client of the progress of the geotechnical aspects of the Work. Client understands that MPEG may not be on site continuously; and, unless expressly agreed otherwise, MPEG will not observe all of the Work. 6.1.2. Contractor's Performance. MPEG does not, and cannot, warrant or guarantee that all of the geotechnical Work performed by Contractor meets the requirements of MPEG's geotechnical recommendations or the plans and specifications for such geotechnical Work; nor can MPEG be responsible for Contractor's failure to perform the Work in accordance with the plans, specifications or the recommendations of MPEG. 6.1.3. Contractor's Resoonsibilities. MPEG will not supervise, direct or have control over the Work nor will MPEG have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by Contractor for the geotechnical aspects of the Project; for safety precautions and programs incident to the Work; nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor furnishing and performing its Work. 6.1.4. Final Report. At the conclusion of Construction Phase Services, MPEG may provide Client with a written report summarizing the tests and observations, if any, made by MPEG. 6.2. Review of Contractor's Submittals. If included in the Scope of Work, MPEG will review and take appropriate action on the Contractor's submittals, such as shop drawings, product data, samples, and other required submittals. MPEG will review such submittals solely for general conformance with MPEG's design, and will not include review for the following, all of which will remain the responsibility of the Contractor: accuracy or completeness of details, quantities or dimensions; construction means, methods, sequences or procedures; coordination among trades; or construction safety. 6.3. Tests. Tests performed by MPEG on finished Work or Work in progress are taken intermittently and indicates the general acceptability of the Work on a statistical basis MPEG's tests and observations of the Work are not a guarantee of the quality of Work and do not relieve other parties from their responsibility to perform their Work in January 2016 Page 3 of 8 accordance with applicable plans, specifications and requirements. 7. CLIENT'S RESPONSIBILITIES In addition to payment for the Services performed under this Agreement, Client agrees to: 7.1. Cooperation. Assist and cooperate with MPEG in any manner necessary and within its ability to facilitate MPEG's performance under this Agreement. 7.2. Representative. Designate a representative with authority to receive all notices and information pertaining to this Agreement, communicate Client's policies and decisions, and assist as necessary in matters pertaining to the Project and this Agreement. Client's representative will be subject to change by written notice. 7.3. Rights of Entry. Provide access to and/or obtain permission for MPEG to enter upon all property, whether or not owned by Client, as required to perform and complete the Services. MPEG will operate with reasonable care to minimize damage to the Project Site(s). However, Client recognizes that MPEG's operations and the use of investigative equipment may unavoidably alter conditions or affect the environment at the existing Project Site(s). The cost of repairing such damage will be borne by Client and is not included in the fee unless otherwise stated. 7.4. Relevant Information. Supply MPEG with all information and documents in Client's possession or knowledge which are relevant to MPEG's Services. Client warrants the accuracy of any information supplied by it to MPEG, and acknowledges that MPEG is entitled to rely upon such information without verifying its accuracy. Prior to the commencement of any Services in connection with a specific property, Client will notify MPEG of any known potential or possible health or safely hazard existing on or near the Project Site, with particular reference to Hazardous Materials or conditions. 7.5. Subsurface Structures. Correctly designate on plans to be furnished to MPEG the location of all subsurface structures, such as pipes, tanks, cables and utilities within the property lines of the Project Site(s), and be responsible for any damage inadvertently caused by MPEG to any such structure or utility not so designated. MPEG is not liable to Client for any losses, damages or claims arising from damage to subterranean structures or utilities that were not correctly shown on plans furnished by Client to MPEG. 8. CHANGED CONDITIONS If MPEG discovers conditions or circumstances that it had not contemplated at the commencement of this Agreement ("Changed Conditions"), MPEG will notify Client in writing of the Changed Conditions. Client and MPEG agree that they will then renegotiate in good faith the terms and conditions of this Agreement. If MPEG and AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES MEN PANNE fNGINEfBING GROUP Client cannot agree upon amended terms and conditions within 30 days after notice, MPEG may terminate this Agreement and be compensated as set forth in Section 18, "Termination." 9. HAZARDOUS MATERIALS Client understands that MPEG's Services under this Agreement are limited to geotechnical investigation and that MPEG has no responsibility to locate, identify, evaluate, treat or otherwise consider or deal with Hazardous Materials. Client is solely responsible for notifying all appropriate federal, state, municipal or other governmental agencies, including the potentially affected public, of the existence of any Hazardous Materials located on or in the Project site, or located during the performance of this Agreement. The existence or discovery of Hazardous Materials constitutes a Changed Condition under this Agreement. 10. CERTIFICATIONS Client agrees not to require that MPEG execute any certification with regard to Services performed or Work tested and/or observed under this Agreement unless: 1) MPEG believes that it has performed sufficient Services to provide a sufficient basis to issue the certification; 2) MPEG believes that the Services performed or Work tested and/or observed meet the criteria of the certification; and 3) MPEG has reviewed and approved in writing the exact form of such certification prior to execution of this Agreement. Any certification by MPEG is limited to an expression of professional opinion based upon the Services performed by MPEG, and does not constitute a warranty or guaranty, either expressed or implied. 11. ALLOCATION OF RISK 11.1. Limitation of Liability. The total cumulative liability of MPEG, its subconsultants and subcontractors, and all of their respective shareholders, directors, officers, employees, and agents (collectively "MPEG Entities"), to Client arising from Services under this Agreement, including attorney's fees due under this Agreement, will not exceed the gross compensation received by MPEG under this Agreement or $50,000, whichever is greater; provided, however, that such liability is further limited as described below. This limitation applies to all lawsuits, claims, or actions for errors or omissions in MPEG's Services, whether alleged to arise in tort, contract, warranty, or other legal theory. Upon Client's written request, MPEG and Client may agree to increase the limitation to a greater amount in exchange for a negotiated increase in MPEG's fee, provided that they amend this Agreement in writing as provided in Section 20. January 2016 Page 4 of 8 11.2. Indemnification. 11.2.1. Indemnification of Client. Subject to the provisions and limitations of this Agreement, MPEG agrees to indemnify and hold harmless Client, its shareholders, officers, directors, employees, and agents from and against any and all claims, suits, liabilities, damages, expenses (including without limitation reasonable attorney's fees and costs of defense), or other losses (collectively "Losses") to the extent caused by MPEG's negligent performance of its Services under this Agreement. 11.2.2. Indemnification of MPEG. Client will indemnify and hold harmless MPEG Entities from and against any and all Losses to the extent caused by the negligence of Client, its employees, agents and contractors. In addition, except to the extent caused by MPEG's sole negligence, Client expressly agrees to defend, indemnify and hold harmless MPEG Entities from and against any and all Losses arising from or related to the existence, disposal, release, discharge, treatment or transportation of Hazardous Materials, or the exposure of any person to Hazardous Materials, or the degradation of the environment due to the presence, discharge, disposal, release Of or exposure to Hazardous Material. 11.3. Consequential Damages. Neither Client nor MPEG will be liable to the other for any special, consequential, incidental, or penal losses or damages including but not limited to losses, damages, or claims related to the unavailability of property or facilities, shutdowns or service interruptions, loss of use, profits, revenue, or inventory, or for use charges, cost of capital, or claims of the other party and/or its customers. 11.4. Continuing Agreement. The indemnity obligations and the limitations of liability established under this Agreement will survive the expiration or termination of this Agreement. If MPEG provides Services to Client that the parties do not confirm through execution of an amendment to this Agreement, the obligations of the parties to indemnify each other and the limitations on liability established under this Agreement apply to such Services as if the parties had executed an amendment. 12. INSURANCE 12.1. MPEG's Insurance. MPEG will obtain, if reasonably available, the following coverages: 12.1.1. Statutory Workers' Compensation/ Employer's Liability Insurance; 12.1.2. Commercial General Liability Insurance with a combined single limit of $1,000,000 per occurrence and $2,000,000 general aggregate; 12.1.3. Automobile Liability Insurance, including liability for all owned, hired and non -owned vehicles with minimum limits of $1,000,000 for bodily injury per person, $1,000,000 property damage, and $1,000,000 combined single imit per occurrence; and, AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES �VMMN PACKS ENGINEERING GROUP 12.1.4. MPEG maintains Professional Liability Insurance for our own benefit. 12.2. Contractor's Insurance. Client or Project Owner will require owner's Contractor, subcontractors and consultants to purchase and maintain General Liability, Builder's Risk, Automobile Liability, Workers' Compensation, and Employer's Liability insurance with limits no less than as set forth above. 12.3. Certificates of Insurance. Upon request, MPEG and Client will each provide the other with certificate(s) of insurance evidencing the existence of the policies required herein. Except for Professional Liability and Workers' Compensation Insurance, all policies required herein shall contain a waiver of subrogation. 13. OWNERSHIP AND USE OF DOCUMENTS 13.1. Client Documents. All documents provided by Client will remain the property of Client. MPEG will return all such documents to Client upon request, but may retain file copies of such documents. 13.2. MPEG's Documents. Unless otherwise agreed in writing, all documents and information prepared by MPEG or obtained by MPEG from any third party in connection with the performance of Services, including, but not limited to, MPEG's reports, boring logs, maps, field data, field notes, drawings and specifications, laboratory test data and other similar documents (collectively "Documents") are the property of MPEG. MPEG has the right, in its sole discretion, to dispose of or retain the Documents. 13.3. Use of Documents. All Documents prepared by MPEG are solely for use by Client and will not be provided by either party to any other person or entity without MPEG's prior written consent. 13.3.1. Use by Client. Client has the right to reuse the Documents for purposes reasonably Connected with the Project for which the Services are provided, including without limitation design and licensing requirements of the Project. 13.3.2. Use by MPEG. MPEG retains the right of ownership with respect to any patentable concepts or copyrightable materials arising from its Services and the right to use the Documents for any purpose. 13.4. Electronic Media. MPEG may agree at Client's request to provide Documents and information in an electronic format. Client recognizes that Documents or other information recorded on or transmitted as electronic media are subject to undetectable alteration due to (among other causes) transmission, conversion, media degradation, software error, or human alteration. Accordingly, all Documents and information provided by MPEG in electronic media are for informational purposes only and not as final documentation. Unless otherwise defined in the Scope of Services, MPEG's electronic Documents and media will conform to MPEG's standards. January 2016 Page 5 of 8 MPEG will provide any requested electronic Documents for a 30 -day acceptance period, and MPEG will correct any defects reported by Client to MPEG during this period. MPEG makes no warranties, either express or implied, regarding the fitness or suitability of any electronic Documents or media. 13.5. Unauthorized Reuse. No parry other than Client may rely and Client will not represent to any other party that it may rely on Documents without MPEG's express prior written consent and receipt of additional compensation. Client will not permit disclosure, mention, or communication of, or reference to the Documents in any offering circular, securities offering, loan application, real estate sales documentation, or similar promotional material without MPEG's express prior written consent. Client waives any and all claims against MPEG resulting in any way from the unauthorized reuse or alteration of Documents by itself or anyone obtaining them through client. Client will defend, indemnify and hold harmless MPEG from and against any claim, action or proceeding brought by any party claiming to rely upon information or opinions contained Documents provided to such person or entity, published, disclosed or referred to without MPEG's prior written consent. 14. SAMPLES AND CUTTINGS 14.1. Sample Retention. If MPEG provides laboratory testing or analytic Services, MPEG will preserve such soil, rock, water, or other samples as it deems necessary for the Project, but no longer than 45 days after issuance of any Documents that include the data obtained from these samples. Client will promptly pay and be responsible for the removal and lawful disposal of all contaminated samples, cuttings, Hazardous Materials, and other hazardous substances. 14.2. Monitoring Wells. Client will take custody of all monitoring wells and probes installed during any investigation by MPEG, and will take any and all necessary steps for the proper maintenance, repair or closure of such wells or probes at Client's expense. �_tiiL1►�9.1116]91111i:1:811FA3iM MPEG will perform Services under this Agreement as an independent contractor. 16. ASSIGNMENT AND SUBCONTRACTS Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, except for an assignment of proceeds for financing purposes. MPEG may subcontract for the services of others without obtaining Client's consent if MPEG deems it necessary or desirable for others to perform certain Services. AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES nn��gn pfig��C Wd fN&INffRING GROUP 17. SUSPENSION AND DELAYS 17.1. Procedures. Client may, at any time by 10 days written notice suspend performance of all or any part of the Services by MPEG. MPEG may terminate this Agreement if Client suspends MPEG's Services for more than 60 days and Client will pay MPEG as set forth under Section 18, "Termination." If Client suspends MPEG's Services, or if Client or others delay MPEG's Services, Client and MPEG agree to equitably adjust: (1) the time for completion of the Services; and (2) MPEG's compensation in accordance with MPEG's then current Schedule of Charges for the additional labor, equipment, and other charges associated with maintaining its workforce for Client's benefit during the delay or suspension, or charges incurred by MPEG for demobilization and subsequent remobilization. 17.2. Liability. MPEG is not liable to Client for any failure to perform or delay in performance due to circumstances beyond MPEG's control, including but not limited to pollution, contamination, or release of hazardous substances, strikes, lockouts, riots, wars, fires, flood, explosion, "acts of God," adverse weather conditions, acts of government, labor disputes, delays in transportation or inability to obtain material and equipment in the open market. 18. TERMINATION 18.1. Termination for Convenience. MPEG and Client may terminate this Agreement for convenience upon 30 days written notice delivered or mailed to the other party. 18.2. Termination for Cause. In the event of material breach of this Agreement, the party not breaching the Agreement may terminate it upon 10 days written notice delivered or mailed to the other party. The termination notice shall state the basis for the termination. The Agreement may not be terminated for cause if the breaching party cures the breach within the 10 -day period. 18.3. Payment on Termination. Following termination other than for MPEG's material breach of this Agreement, Client will pay MPEG for Services performed prior to the termination notice date, and for any necessary Services and expenses incurred in connection with the termination of the Project, including but not limited to, the costs of completing analysis, records and reports necessary to document job status at the time of termination and costs associated with termination of subcontractor contracts in accordance with MPEG's then current Schedule of Charges. 19. DISPUTES 19.1. Mediation. All disputes between MPEG and Client are subject to mediation. Either party may demand mediation by serving a written notice stating the essential nature of the dispute, amount of time or money claimed, January 2016 Page 6 of 8 and requiring that the matter be mediated within 45 days of service of notice. 19.2. Precondition to Other Action. No action or suit may be commenced unless the mediation did not occur within 45 days after service of notice; or the mediation occurred but did not resolve the dispute; or a statute of limitation would elapse if suit was not filed prior to 45 days after service of notice. 19.3. Choice of Law; Venue. This Agreement will be construed in accordance with and governed by the laws of the state in which the Project is located. Unless the parties agree otherwise, any mediation or other legal proceeding will occur in the state in which the Project is located. 19.4. Statutes of Limitations. Any applicable statute of limitations will be deemed to commence running on the earlier of the date of substantial completion of MPEG's Services under this Agreement or the date on which claimant knew, or should have known, of facts giving rise to its claims. 20. MISCELLANEOUS 20.1. Integration and Severability. This Agreement reflects the entire agreement of the parties with respect to its terms and supersedes all prior agreements, whether written or oral. If any portion of this Agreement is void or AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES WHOM PROM ENGINEERING GROUP voidable, such portion will be deemed stricken and the Agreement reformed to as closely approximate the stricken portions as the law allows. 20.2. Modification of this Agreement. This Agreement may not be modified or altered, except by a written agreement signed by authorized representatives of both parties and referring specifically to this Agreement. 20.3. Notices. Any and all notices, requests, instructions, or other communications given by either party to the other must be in writing and either hand delivered to the recipient or delivered by first-class mail (postage prepaid) or express mail (billed to sender) at the addresses given in this Agreement. 20.4. Headings. The headings used In this Agreement are for convenience only and are not a part of this Agreement. 20.5. Waiver. The waiver of any term, conditions or breach of this Agreement will not operate as a subsequent waiver of the same term, condition, or breach. End of General Conditions January 2016 Page 7 of 8 ZRIM REM ENGINEERING GROUP MILLER PACIFIC ENGINEERING GROUP a California corporation SCHEDULE OF CHARGES PROFESSIONAL ENGINEERING AND TESTING SERVICES Professional and Technical Personnel Hourly Rate Staff Engineer/Geologist — Level 1-3 .................................. $85 —$95 —$105 Project Engineer/Geologist — Level 1-3 ...........................$115 — $125 — $135 Senior Engineer/Geologist — Level 1-3 ........................... $155 —$165 —$175 Associate Engineer/Geologist — Level 1-3 ..................... $185 —$195 —$205 Principal Level 1-3 .......................................................... $210 —$220 —$230 Project Assistant/Word Processor............................................................$70 Technician Level 1-3............................................................. $80 —$85 —$90 Senior Technician Level 1-2 ...................................................... $100 —$105 Prevailing Wage Group 3.....................................................................$110 Prevailing Wage Group 4.........................................................................$105 Other Inside Charges Mileage.....................................................................................$ 0.80 per mile Vehicle(Field)............................................................................... $9 per hour NuclearDensity Gage.....................................................................$8 per test Inclinometer................................................... $150 per day / $85 per half day Laser Level....................................................................................$50 per day Sampling Equipment..............................................$50 per day / $30 half day Outside Services....................................................................................... Cost + 20% Exploration, drilling equipment and instrumentation, in-situ monitoring, specialized laboratory testing, per diem, shipping, courier/delivery services, outside reproduction, and other services and supplies not normally provided. *NOTES: Field site visits and travel time are normal hourly rates, portal to portal. 2. Overtime — Weekday & Saturday add $25 Overtime — Sunday/Holiday/Night add $35 Rates are for normal Geotechnical Engineering and Geological services. Rates for depositions and testimony are $450 per hour for Principal; $400 per hour for Associate; and $350 per hour for Senior. All other personnel are $250 per hour. These fees are due and payable at the time of service. 4. Schedule of charges is effective as of January, 2016. It is subject to revision annually and at other times without notice. Prevailing Wage Note: Personnel working on Prevailing Wage Projects will be billed at normal hourly rates plus $5 per hour, or at the Group 3 or Group 4 rate, whichever is applicable. AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES January 2016 Page 8 or 8 MILLER PACIFIC ENGINEERING GROUP Prevailing Wage Field Observation & Testing Budget Estimate Worksheet San Rafael Fire Station 52 San Rafael, California Project Erglneer/Geologist III Project Engineer Prevailing Wage Group 3 Prevailing Wage Group 4 Senior Technician II Staff Engineer/Geologist III Staff EngineerlGeologist II Staff Engineer/Gedogisl I Field VeNde/Equipment Nuclear Density Tests Miles Work Item Description 10 Mass Grading / Demo 20 Underground Trench Backfill 30 Foundation Excavations 4.0 Subgrade Compaction 50 Subsurface Drainage 60 Vapor Barrier 70 Pavement Testing PER PER UNIT HOUR $ 135.00 S 115.00 $ 110.00 S 105.00 S 105.00 $ 10500 $ 95.00 S 85.00 $ 9.00 $ 8.00 S 0.80 S Estimated Dave HOURS Date: 8/30116 Project Number. 2157.286 By. sas SITE HALF FULL VISIT DAY DAY 2 4 8 1 3 7 3 8 20 20 20 20 S 269.00 S 547.00 S 1,119.00 SITE HALF FULL VISIT DAY DAY 8 4 16 a 4 20 10 5 2 2 5 2 2 5 2 1 5 2 1 Totals 0 30 10 0 DOLLARS S - 5 8,070.00 S 5,470.00 S - R -value Total Field Costs: S 13,540.00 LABORATORY TESTING Principal Eng/GeolDgist III Task Description Cuanlity Unit$ Amount 1.0 Compaction Curve (Single Bulk) 2 $260 S 520.00 20 Asphalt Concrete - S -value, Gradation, I,1 C., Unit Wt 8',; Oil 511050 S - 3 0 Concrete Compression (per Cylinder) $42 S _ 40 Sholcrele Panel Testing (per Panel) $400 S - 4 0 R -value $360 S - 5 0 Sand Equ;valent $80 S 60 Durawl ty $150 S 70 Gradation/Sieve 5180 5 - - S Total Lab Costs: S 520.00 ENGINEERINGIGEOLOGICAL CONSULT & REPORT Personnel TtOe SAS Principal Eng/GeolDgist III UPM Principal Eng/Geo!ogisl 11 DSC Principal Eng/Geologist I FAD Associate Engineer III esa Associate Engineer uFJ Senior Geologist I FICA Project Engineer/Geologist III NCIX Project Engineer I Wool r&!v Sr. Tech II ROVISCEASSLU Staff III UUTUIE Staff II as Staff I imevt.T Project AssIJWord Processor Rer. 1117/i6 Hours S/Hour Amount S 10 S 230.00 S 2,300.00 $ 220.00 S $ 210.00 S S 205.00 S $ 185.00 S S 155.00 S S 135.00 S 10 S 115.00 S 1,150.00 S 105.00 S - S 105.00 S - 10 S 95.00 5 950.00 S 85.00 S - 2 $ 70.00 S 140.00 Total Engineering Costs: $ 4,540.00 SUB TOTAL $ 18,600.00 CONTINGENCY 101, $ 1,860.00 TOTAL $ 20,460.00 USE FOR BUDGET ) 5 20,000 00' MMER FORE EN61NffRING GRUMP August 30, 2016 File: 2157.284prob.doc City of San Rafael 111 Morphew Street San Rafael, CA 94901 Attn: Mr. Kevin McGowan Re: Supplemental Geotechnical Engineering Services Fire Station 57 San Rafael, California Introduction We are pleased to submit this proposal for supplemental geotechnical engineering services associated with the planned Fire Station 57 in San Rafael. We have prepared a geotechnical investigation report for the project and have been providing consultation as requested. Per the request of Kitchell, this proposal provides scope and budget estimate for additional geotechnical consultation / analyses of alternative foundation systems best suited for the proposed project. In addition, we have provided a scope and budget for expected geotechnical services during construction for the current building plan. Scope of Services Supplemental Geotechnical Consultation and Plan Review We will provide site specific settlement and foundation design analyses based on site grading and building loads. Based on our analyses we will consult with the design team in the selection of the preferred foundation type and provide geotechnical consultation, recommendations and design criteria as needed. We will review geotechnical aspects of the plans to confirm that the intent of our recommendations has been incorporated and summarize our review in a brief letter report. Geotechnical Construction Observation and Testina During construction, we will provide intermittent inspection and testing services to observe the geotechnical portions of the work. This is expected to include submittal review of geotechnical items, foundation excavations, utility trench backfill and structural fill testing, subsurface drainage, vapor barriers and testing of pavement sections. The purpose of our construction services is to verify that subsurface conditions are as expected, confirm design criteria are appropriate, prepare any needed supplemental recommendations, and to provide our opinion of contractor compliance with the intent of the plans and specifications. We have prepared a draft scope and fee estimate for authorization. When the design is complete and the construction schedule known, we should confirm the budget estimate. Schedule and Fee We propose our services as shown on the attached Agreement and Schedule of Charges. We propose the following fee arrangements: 504 Rcdwood Blvd., Suite 220 p Novato, Caliromia 94947 L3 T (415) 382-3444 F (415) 382-3450 Exhibit B City of San Rafael Page 2 of 2 WHE RUM ENGINEERING GROUP August 30, 2016 Supplemental Consultation and Plan Review ........................ Time and Expense, Estimate $2,500 Construction Observation & Testing ................................... Time and Expense, Estimate $20,000* (*Budget estimate to be confirmed when the construction schedule has been finalized.) We are pleased to have the opportunity to provide geotechnical services on this project and are prepared to begin our work soon after your authorization. When you wish us to proceed, please sign and return one copy of the Agreement. If you have any questions regarding our proposal, please do not hesitate to call. Yours very truly, MILLER PACIFIC ENGINEERING GROUP Scott Stephens Geotechnical Engineer No. 2398 (Expires 6/30/17) Attachments: Agreement, Budget Estimate Sheet !uHVIiL: MEN 0 OR uou e ENGINEERING GROUP REEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES This AGREEMENT is made between MILLER PACIFIC ENGINEERING GROUP ("MPEG'), a California Corporation, and the CLIENT to provide Professional Engineering and Testing Services with respect to the PROJECT, with the following GENERAL CONDITIONS and for the FEE as described below and on the attached pages, 1.0 CLIENT NAME: City of San Rafael Attn: Mr. Kevin McGowan ADDRESS: 111 Morphew Street San Rafael, CA 94901 CLIENT M 2157.284prob 2.0 PROJECT: Fire Station 57 LOCATION: San Rafael, California 3.0 SCOPE OF SERVICES: Geotechnical Engineering Services as outlined in our proposal letter dated August 30, 2016: Supplemental Consultation and Plan Review Construction Observation & Testing 4.0 FEE: Time & Expense, Estimate .................................................. $2,500 Time & Expense, Estimate ...............................................$20,000* (*Budget estimate to be confirmed when the construction schedule has been finalized.) DATE: 8/30/16 FOR MPEG: Scott Stephens, Geotechnical Engineer No. 2398 DATE: FOR CLIENT: AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES January 2016 Page 1 of 8 504 Redwood Blvd., Suite 220 13 Novato, California 94947 ra T (415) 382-3444 F (415) 382-3450 GENERAL CONDITIONS 1. DEFINITIONS 1.1. Contract Documents. Plans, specifications, and agreements between Client and Contractors, including addenda, amendments, supplementary instructions, and change orders. 1.2. Contractor. The contractor or contractors retained to construct the Project for which MPEG is providing Services under this Agreement. 1.3. Day(s). Calendar day(s) unless otherwise stated. 1.4. Hazardous Materials. The term Hazardous Materials means any toxic substances, chemicals, radioactivity, pollutants or other materials, in whatever form or state, known or suspected to impair the environment in any way whatsoever. Hazardous Materials include, but are not limited to, those substances defined, designated or listed in any federal, state or local law, regulation or ordinance concerning hazardous wastes, toxic substances'or pollution. 1.5. Services. The Services provided by MPEG as set forth in this Agreement, the Scope of Services, and any written amendment to this Agreement. 1.6. Work. The labor, materials, equipment, and services required to complete the work described in the Contract Documents. 2. SCOPE OF SERVICES MPEG will perform the scope of Services per Page 1 of the agreement. 2.1. Changes In Scope. If MPEG provides Client with a written confirmation of a change in the Scope of Services, it will become an amendment to this Agreement unless Client objects in writing within 5 business days after receipt. All Services performed by MPEG on the Project are subject to the terms and limitations of this Agreement. If Services are performed, but the parties do not reach agreement concerning modifications to the Scope of Services or compensation, then the terms and limitations of this Agreement apply to such Services, except for the payment terms. The parties agree to resolve disputes concerning modifications to scope or compensation pursuant to Section 19, "Disputes." 2.2. Licenses. MPEG will procure and maintain business and professional licenses and registrations necessary to provide its Services. 2.3. Excluded Services. MPEG's Services under this Agreement include only those Services specified in the Scope of Services. 2.3.1. General. Client expressly waives any claim against MPEG resulting from its failure to perform recommended additional Services that Client has not authorized MPEG to perform, and any claim that MPEG AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES MEN p8MR1 ENGINEERING GROUP failed to perf Stoneridge Mall Roadorm services that Client instructs MPEG not to perform. 2.3.2. Biological Pollutants. MPEG's Scope of Services specifically excludes the investigation, detection, prevention or assessment of the presence of Biological Pollutants. The term "Biological Pollutants" includes, but is not limited to, molds, fungi, spores, bacteria, viruses, and/or any of their byproducts. MPEG's Scope of Services will not include any Interpretations, recommendations, findings, or conclusions pertaining to Biological Pollutants. Client agrees that MPEG has no liability for any claims alleging a failure to investigate, detect, prevent, assess, or make recommendations for preventing, controlling, or abating Biological Pollutants. Furthermore, Client agrees to defend, indemnify, and hold harmless MPEG from all claims by any third party concerning Biological Pollutants, except for damages caused by MPEG's sole negligence. 3. PAYMENTS TO MPEG 3.1. Basic Services. MPEG will perform the Services set forth per the Scope of Services for the Fee and per the Schedule of Charges shown on Page 1 and Page 8 of this Agreement. 3.2. Additional Services. Any Services performed under this Agreement, except those Services expressly identified in the attached Scope of Services, will be provided on a time and materials basis unless otherwise specifically agreed to in writing by both parties. 3.3. Estimate of Fees. MPEG will, to the best of its ability, perform the Services and accomplish the objectives defined in this Agreement within any written cost estimate provided by MPEG. Client recognizes that changes in scope and schedule, and unforeseen circumstances can all influence the successful completion of Services within the estimated cost. The use of an estimate of fees or of a "not to exceed" limitation is not a guarantee that the Services will be completed for that amount; rather, it indicates that MPEG shall not incur fees and expenses in excess of the estimate or limitation amount without obtaining Client's agreement to do so. 3.4. Rates. Client will pay MPEG at the rates set forth in the Schedule of Charges. 3.4.1. Changes to Rates. Client and MPEG agree that the Schedule of Charges is subject to periodic review and amendment, as appropriate to reflect MPEG's current fee structure. Unless Client objects in writing to the proposed amended fee structure within 30 days of invoice, the amended fee structure will be incorporated into this Agreement and will then supersede any prior fee structure. If Client timely objects to the amended fee structure within 30 days, and MPEG and Client cannot agree upon a new fee structure within 30 days after notice, MPEG may terminate this Agreement and be January 2016 Page 2 of 8 compensated as set forth under Section 18, "Termination." 3.4.2. Prevailing Wages. Unless Client specifically informs MPEG in writing that prevailing wage regulations cover the Project and the Scope of Services identifies it as covered by such regulations, Client will reimburse, defend, indemnify and hold harmless MPEG from and against any liability resulting from a subsequent determination that prevailing wage regulations cover the Project, including all costs, fines and attorneys' fees. 3.5. Payment Timing; Late Charge. All invoices are due upon receipt. All amounts unpaid 30 days after the invoice date will include a late payment charge from the date of the invoice, at the rate of 1-1/2% per month or the highest rate permitted by law. 4. STANDARD OF PERFORMANCE; DISCLAIMER OF WARRANTIES 4.1. Level of Service. MPEG offers different levels of Services to suit the desires and needs of different clients. Although the possibility of error can never be eliminated, more detailed and extensive Services yield more information and reduce the probability of error, but at increased cost. Client must determine the level of Services adequate for its purposes. Client has reviewed the Scope of Services and has determined that it does not need or want a greater level of Services than that being provided. 4.2. Standard of Care. Subject to the limitations inherent in the agreed Scope of Services as to the degree of care, the amount of time and expenses to be incurred, and subject to any other limitations contained in this Agreement, MPEG will endeavor to perform its Services consistent with that level of care and skill ordinarily exercised by other professional practicing in the same locale and under similar circumstances at the time the Services are performed. 4.3. No Warranty. No warranty, express or implied, is included or intended by this Agreement. 5. ESTIMATE OF CONSTRUCTION COSTS Client acknowledges that construction and project development are subject to many influences that are not subject to precise forecasting and are outside of MPEG's control. Client further acknowledges that actual costs incurred may vary substantially from the estimates prepared by MPEG and that MPEG does not warrant or guaranty the accuracy of construction or development cost estimates. 6. CONSTRUCTION PHASE SERVICES If MPEG's Scope of Services Includes observation and/or testing during the course of construction, the following conditions apply. AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES Mv KUM PACHE ENGINEERING GROUP 6.1. Construction Observation. 6.1.1. Site Meetinas & Visits. MPEG will participate in job site meetings as requested by Client, and, unless otherwise requested by Client, visit the site at times specified in the Scope of Services or, if not specified in the Scope of Services at intervals as MPEG deems appropriate to the various stages of construction to observe the geotechnical conditions encountered by Contractor and the progress and quality of the geotechnical aspects of the Work. Based on information obtained during such visits and on such observations, MPEG may inform Client of the progress of the geotechnical aspects of the Work. Client understands that MPEG may not be on site continuously; and, unless expressly agreed otherwise, MPEG will not observe all of the Work. 6.1.2. Contractor's Performance. MPEG does not, and cannot, warrant or guarantee that all of the geotechnical Work performed by Contractor meets the requirements of MPEG's geotechnical recommendations or the plans and specifications for such geotechnical Work; nor can MPEG be responsible for Contractor's failure to perform the Work in accordance with the plans, specifications or the recommendations of MPEG. 6.1.3. Contractor's Resoonsibilities. MPEG will not supervise, direct or have control over the Work nor will MPEG have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by Contractor for the geotechnical aspects of the Project; for safety precautions and programs incident to the Work; nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor furnishing and performing its Work. 6.1.4. Final Renort. At the conclusion of Construction Phase Services, MPEG may provide Client with a written report summarizing the tests and observations, if any, made by MPEG. 6.2. Review of Contractor's Submittals. If included in the Scope of Work, MPEG will review and take appropriate action on the Contractor's submittals, such as shop drawings, product data, samples, and other required submittals. MPEG will review such submittals solely for general conformance with MPEG's design, and will not Include review for the following, all of which will remain the responsibility of the Contractor: accuracy or completeness of details, quantities or dimensions; construction means, methods, sequences or procedures; coordination among trades; or construction safely. 6.3. Tests. Tests performed by MPEG on finished Work or Work in progress are taken intermittently and indicates the general acceptability of the Work on a statistical basis. MPEG's tests and observations of the Work are not a guarantee of the quality of Work and do not relieve other parties from their responsibility to perform their Work in January 2016 Page 3 of 8 accordance with applicable plans, specifications and requirements. 7. CLIENT'S RESPONSIBILITIES In addition to payment for the Services performed under this Agreement, Client agrees to: 7.1. Cooperation. Assist and cooperate with MPEG in any manner necessary and within its ability to facilitate MPEG's performance under this Agreement. 7.2. Representative. Designate a representative with authority to receive all notices and information pertaining to this Agreement, communicate Client's policies and decisions, and assist as necessary in matters pertaining to the Project and this Agreement. Client's representative will be subject to change by written notice. 7.3. Rights of Entry. Provide access to and/or obtain permission for MPEG to enter upon all property, whether or not owned by Client, as required to perform and complete the Services. MPEG will operate with reasonable care to minimize damage to the Project Site(s). However, Client recognizes that MPEG's operations and the use of investigative equipment may unavoidably alter conditions or affect the environment at the existing Project Site(s). The cost of repairing such damage will be borne by Client and is not included in the fee unless otherwise stated. 7.4. Relevant Information. Supply MPEG with all information and documents in Client's possession or knowledge which are relevant to MPEG's Services. Client warrants the accuracy of any information supplied by it to MPEG, and acknowledges that MPEG is entitled to rely upon such information without verifying its accuracy. Prior to the commencement of any Services in connection with a specific property, Client will notify MPEG of any known potential or possible health or safety hazard existing on or near the Project Site, with particular reference to Hazardous Materials or conditions. 7.5. Subsurface Structures. Correctly designate on plans to be furnished to MPEG the location of all subsurface structures, such as pipes, tanks, cables and utilities within the property lines of the Project Site(s), and be responsible for any damage inadvertently caused by MPEG to any such structure or utility not so designated. MPEG is not liable to Client for any losses, damages or claims arising from damage to subterranean structures or utilities that were not correctly shown on plans furnished by Client to MPEG. B. CHANGED CONDITIONS If MPEG discovers conditions or circumstances that it had not contemplated at the commencement of this Agreement ("Changed Conditions"), MPEG will notify Client in writing of the Changed Conditions. Client and MPEG agree that they will then renegotiate in good faith the terms and conditions of this Agreement. If MPEG and AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES IUIMUM DOE ENGINEERING GROUP Client cannot agree upon amended terms and conditions within 30 days after notice, MPEG may terminate this Agreement and be compensated as set forth in Section 18, "Termination." 9. HAZARDOUS MATERIALS Client understands that MPEG's Services under this Agreement are limited to geotechnical investigation and that MPEG has no responsibility to locate, identify, evaluate, treat or otherwise consider or deal with Hazardous Materials. Client is solely responsible for notifying all appropriate federal, state, municipal or other governmental agencies, including the potentially affected public, of the existence of any Hazardous Materials located on or in the Project site, or located during the performance of this Agreement. The existence or discovery of Hazardous Materials constitutes a Changed Condition under this Agreement. 10. CERTIFICATIONS Client agrees not to require that MPEG execute any certification with regard to Services performed or Work tested and/or observed under this Agreement unless: 1) MPEG believes that it has performed sufficient Services to provide a sufficient basis to issue the certification; 2) MPEG believes that the Services performed or Work tested and/or observed meet the criteria of the certification; and 3) MPEG has reviewed and approved in writing the exact form of such certification prior to execution of this Agreement. Any certification by MPEG is limited to an expression of professional opinion based upon the Services performed by MPEG, and does not constitute a warranty or guaranty, either expressed or implied. 11. ALLOCATION OF RISK 11.1. Limitation of Liability. The total cumulative liability of MPEG, its subconsultants and subcontractors, and all of their respective shareholders, directors, officers, employees, and agents (collectively "MPEG Entities"), to Client arising from Services under this Agreement, including attorney's fees due under this Agreement, will not exceed the gross compensation received by MPEG under this Agreement or $50,000, whichever is greater; provided, however, that such liability is further limited as described below. This limitation applies to all lawsuits, claims, or actions for errors or omissions in MPEG's Services, whether alleged to arise in tort, contract, warranty, or other legal theory. Upon Client's written request, MPEG and Client may agree to increase the limitation to a greater amount in exchange for a negotiated increase in MPEG's fee, provided that they amend this Agreement in writing as provided in Section 20. January 2016 Page 4 of 8 11.2. Indemnification. 11.2.1. Indemnification of Client. Subject to the provisions and limitations of this Agreement, MPEG agrees to indemnify and hold harmless Client, its shareholders, officers, directors, employees, and agents from and against any and all claims, suits, liabilities, damages, expenses (including without limitation reasonable attorney's fees and costs of defense), or other losses (collectively "Losses") to the extent caused by MPEG's negligent performance of its Services under this Agreement. 11.2.2. Indemnification of MPEG. Client will indemnify and hold harmless MPEG Entities from and against any and all Losses to the extent caused by the negligence of Client, its employees, agents and contractors. In addition, except to the extent caused by MPEG's sole negligence, Client expressly agrees to defend, indemnify and hold harmless MPEG Entities from and against any and all Losses arising from or related to the existence, disposal, release, discharge, treatment or transportation of Hazardous Materials, or the exposure of any person to Hazardous Materials, or the degradation of the environment due to the presence, discharge, disposal, release of or exposure to Hazardous Material. 11.3. Consequential Damages. Neither Client nor MPEG will be liable to the other for any special, consequential, incidental, or penal losses or damages including but not limited to losses, damages, or claims related to the unavailability of property or facilities, shutdowns or service interruptions, loss of use, profits, revenue, or inventory, or for use charges, cost of capital, or claims of the other party and/or its customers. 11.4. Continuing Agreement. The indemnity obligations and the limitations of liability established under this Agreement will survive the expiration or termination of this Agreement. If MPEG provides Services to Client that the parties do not confirm through execution of an amendment to this Agreement, the obligations of the parties to indemnify each other and the limitations on liability established under this Agreement apply to such Services as if the parties had executed an amendment. 12. INSURANCE 12.1. MPEG's Insurance. MPEG will obtain, if reasonably available, the following coverages: 12.1.1. Statutory Workers' Compensation/ Employer's Liability Insurance; 12.1.2. Commercial General Liability Insurance with a combined single limit of $1,000,000 per occurrence and $2,000,000 general aggregate; 12.1.3. Automobile Liability Insurance, including liability for all owned, hired and non -owned vehicles with minimum limits of $1,000,000 for bodily injury per person, $1,000,000 property damage, and $1,000,000 combined single limit per occurrence; and, AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES MEM PAUNG ENGINEERING GROUP 12.1.4. MPEG maintains Professional Liability Insurance for our own benefit. 12.2. Contractor's Insurance. Client or Project Owner will require owner's Contractor, subcontractors and consultants to purchase and maintain General Liability, Builder's Risk, Automobile Liability, Workers' Compensation, and Employer's Liability insurance with limits no less than as set forth above. 12.3. Certificates of Insurance. Upon request, MPEG and Client will each provide the other with certificates) of insurance evidencing the existence of the policies required herein. Except for Professional Liability and Workers' Compensation Insurance, all policies required herein shall contain a waiver of subrogation. 13. OWNERSHIP AND USE OF DOCUMENTS 13.1. Client Documents. All documents provided by Client will remain the property of Client. MPEG will return all such documents to Client upon request, but may retain file copies of such documents. 13.2. MPEG's Documents. Unless otherwise agreed in writing, all documents and information prepared by MPEG or obtained by MPEG from any third party in connection with the performance of Services, including, but not limited to, MPEG's reports, boring logs, maps, field data, field notes, drawings and specifications, laboratory test data and other similar documents (collectively "Documents") are the property of MPEG. MPEG has the right, in its sole discretion, to dispose of or retain the Documents. 13.3. Use of Documents. All Documents prepared by MPEG are solely for use by Client and will not be provided by either party to any other person or entity without MPEG's prior written consent. 13.3.1. Use by Client. Client has the right to reuse the Documents for purposes reasonably connected with the Project for which the Services are provided, including without limitation design and licensing requirements of the Project. 13.3.2. Use by MPEG. MPEG retains the right of ownership with respect to any patentable concepts or copyrightable materials arising from its Services and the right to use the Documents for any purpose. 13.4. Electronic Media. MPEG may agree at Client's request to provide Documents and information in an electronic format. Client recognizes that Documents or other information recorded on or transmitted as electronic media are subject to undetectable alteration due to (among other causes) transmission, conversion, media degradation, software error, or human alteration. Accordingly, all Documents and information provided by MPEG in electronic media are for informational purposes only and not as final documentation. Unless otherwise defined in the Scope of Services, MPEG's electronic Documents and media will conform to MPEG's standards January 2016 Page 5 of 8 MPEG will provide any requested electronic Documents for a 30 -day acceptance period, and MPEG will correct any defects reported by Client to MPEG during this period. MPEG makes no warranties, either express or implied, regarding the fitness or suitability of any electronic Documents or media 13.5. Unauthorized Reuse. No party other than Client may rely and Client will not represent to any other party that it may rely on Documents without MPEG's express prior written consent and receipt of additional compensation. Client will not permit disclosure, mention, or communication of, or reference to the Documents in any offering circular, securities offering, loan application, real estate sales documentation, or similar promotional material without MPEG's express prior written consent. Client waives any and all claims against MPEG resulting in any way from the unauthorized reuse or alteration of Documents by itself or anyone obtaining them through client. Client will defend, indemnify and hold harmless MPEG from and against any claim, action or proceeding brought by any party claiming to rely upon information or opinions contained Documents provided to such person or entity, published, disclosed or referred to without MPEG's prior written consent. 14. SAMPLES AND CUTTINGS 14.1. Sample Retention. If MPEG provides laboratory testing or analytic Services, MPEG will preserve such soil, rock, water, or other samples as it deems necessary for the Project, but no longer than 45 days after issuance of any Documents that include the data obtained from these samples. Client will promptly pay and be responsible for the removal and lawful disposal of all contaminated samples, cuttings, Hazardous Materials, and other hazardous substances. 14.2. Monitoring Wells. Client will take custody of all monitoring wells and probes installed during any investigation by MPEG, and will take any and all necessary steps for the proper maintenance, repair or closure of such wells or probes at Client's expense. 15. RELATIONSHIP OF THE PARTIES MPEG will perform Services under this Agreement as an independent contractor. 16. ASSIGNMENT AND SUBCONTRACTS Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, except for an assignment of proceeds for financing purposes. MPEG may subcontract for the services of others without obtaining Client's consent if MPEG deems it necessary or desirable for others to perform certain Services. AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES 01-10 FOR ENGINEERING GROUP 17. SUSPENSION AND DELAYS 17.1. Procedures. Client may, at any time by 10 days written notice suspend performance of all or any part of the Services by MPEG. MPEG may terminate this Agreement if Client suspends MPEG's Services for more than 60 days and Client will pay MPEG as set forth under Section 18, "Termination." If Client suspends MPEG's Services, or if Client or others delay MPEG's Services, Client and MPEG agree to equitably adjust: (1) the time for completion of the Services; and (2) MPEG's compensation in accordance with MPEG's then current Schedule of Charges for the additional labor, equipment, and other charges associated with maintaining its workforce for Client's benefit during the delay or suspension, or charges incurred by MPEG for demobilization and subsequent remobilization. 17.2. Liability. MPEG is not liable to Client for any failure to perform or delay in performance due to circumstances beyond MPEG's control, including but not limited to pollution, contamination, or release of hazardous substances, strikes, lockouts, riots, wars, fires, flood, explosion, "acts of God," adverse weather conditions, acts of government, labor disputes, delays in transportation or inability to obtain material and equipment in the open market. 18. TERMINATION 18.1. Termination for Convenience. MPEG and Client may terminate this Agreement for convenience upon 30 days written notice delivered or mailed to the other party. 18.2. Termination for Cause. In the event of material breach of this Agreement, the party not breaching the Agreement may terminate it upon 10 days written notice delivered or mailed to the other party. The termination notice shall state the basis for the termination. The Agreement may not be terminated for cause if the breaching party cures the breach within the 10 -day period. 18.3. Payment on Termination. Following termination other than for MPEG's material breach of this Agreement, Client will pay MPEG for Services performed prior to the termination notice date, and for any necessary Services and expenses incurred in connection with the termination of the Project, including but not limited to, the costs of completing analysis, records and reports necessary to document job status at the time of termination and costs associated with termination of subcontractor contracts in accordance with MPEG's then current Schedule of Charges. 19. DISPUTES 19.1. Mediation. All disputes between MPEG and Client are subject to mediation. Either party may demand mediation by serving a written notice stating the essential nature of the dispute, amount of time or money claimed, January 2016 Page 6 of 8 and requiring that the matter be mediated within 45 days of service of notice. 19.2. Precondition to Other Action. No action or suit may be commenced unless the mediation did not occur within 45 days after service of notice; or the mediation occurred but did not resolve the dispute; or a statute of limitation would elapse if suit was not filed prior to 45 days after service of notice. 19.3. Choice of Law; Venue. This Agreement will be construed in accordance with and governed by the laws of the state in which the Project is located. Unless the parties agree otherwise, any mediation or other legal proceeding will occur in the state in which the Project is located. 19.4. Statutes of Limitations. Any applicable statute of limitations will be deemed to commence running on the earlier of the date of substantial completion of MPEG's Services under this Agreement or the date on which claimant knew, or should have known, of facts giving rise to its claims. 20. MISCELLANEOUS 20.1. Integration and Severability. This Agreement reflects the entire agreement of the parties with respect to its terms and supersedes all prior agreements, whether written or oral. If any portion of this Agreement is void or AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES MINI PAVE fN61NE1RINC GROUP voidable, such portion will be deemed stricken and the Agreement reformed to as closely approximate the stricken portions as the law allows. 20.2. Modification of this Agreement. This Agreement may not be modified or altered, except by a written agreement signed by authorized representatives of both parties and referring specifically to this Agreement. 20.3. Notices. Any and all notices, requests, Instructions, or other communications given by either party to the other must be in writing and either hand delivered to the recipient or delivered by first-class mail (postage prepaid) or express mail (billed to sender) at the addresses given In this Agreement. 20.4. Headings. The headings used in this Agreement are for convenience only and are not a part of this Agreement. 20.5. Waiver. The waiver of any term, conditions or breach of this Agreement will not operate as a subsequent waiver of the same term, condition, or breach. End of General Conditions January 2016 Page 7 of 8 IN -10 PAIRS ENGINEERING GROUP MILLER PACIFIC ENGINEERING GROUP a California corporation SCHEDULE OF CHARGES PROFESSIONAL ENGINEERING AND TESTING SERVICES Professional and Technical Personnel Hourly Rate Staff Engineer/Geologist —Level 1-3 .................................. $85 —$95 —$105 Project Engineer/Geologist — Level 1-3 ...........................$115 — $125 — $135 Senior Engineer/Geologist — Level 1-3 ........................... $155 — $165 — $175 Associate Engineer/Geologist — Level 1-3 ..................... $185 —$195 —$205 Principal Level 1-3 .......................................................... $210 —$220 —$230 ProjectAssistant/Word Processor............................................................$70 Technician Level 1-3............................................................. $80 — $85 — $90 Senior Technician Level 1-2 ...................................................... $100 —$105 Prevailing Wage Group 3.....................................................................$110 PrevailingWage Group 4.........................................................................$105 Other Inside Charges Mileage.....................................................................................$ 0.80 per mile Vehicle(Field)............................................................................... $9 per hour Nuclear Density Gage.....................................................................$8 per test Inclinometer................................................... $150 per day / $85 per half day Laser Level....................................................................................$50 per day Sampling Equipment..............................................$50 per day / $30 half day Outside Services....................................................................................... Cost + 20% Exploration, drilling equipment and instrumentation, in-situ monitoring, specialized laboratory testing, per diem, shipping, courier/delivery services, outside reproduction, and other services and supplies not normally provided. *NOTES: Field site visits and travel time are normal hourly rates, portal to portal. 2. Overtime — Weekday & Saturday add $25 Overtime — Sunday/Holiday/Night add $35 3. Rates are for normal Geotechnical Engineering and Geological services. Rates for depositions and testimony are $450 per hour for Principal; $400 per hour for Associate; and $350 per hour for Senior. All other personnel are $250 per hour. These fees are due and payable at the time of service. 4. Schedule of charges is effective as of January, 2016. It is subject to revision annually and at other times without notice. 5. Prevailing Wage Note: Personnel working on Prevailing Wage Projects will be billed at normal hourly rates plus $5 per hour, or at the Group 3 or Group 4 rate, whichever is applicable. AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES January 2016 Page 8 of 8 MILLER PACIFIC ENGINEERING GROUP Prevailing Wage Field Observation d Testing Budget Estimate Worksheet San Rafael Fire Station 57 San Rafael, California PER UNIT Project EnglneerlGeologist III S 135.00 Project Engineer) S 115.00 Prevailing Wage Group 3 S 110.00 Prevailing Wage Group 4 S 105.00 Senior Technician II $ 10500 StafEngineer/Geologist III S 105.00 StafEngineer/Geologist 11 $ 95.00 Staff Engineer/Geologist ) S 85.00 Field VeNcle/Equipment $ 9,00 Nuclear Density Tests S 8,00 !.tiles $ 0,80 Work Ilem DewAplion 10 !.lass Grading / Demo 20 Underground Trench Backfill 30 FoundationExcavalions 40 Subgrade Compaction 50 Subsurface Drainage 6.0 Vapor Barrer 7.0 Pavement Testing Dale: 8/30/16 Project Number. 2157.284 Bv: sas PER SITE HALF FULL HOUR VISIT DAY DAY S Estimated Days HOURS 4 8 7 � 7 29 2: 20 S 26900 S 547.00 S 1.11g.00 SITE HALF FULL VISIT DAY DAY a 4 16 0 4 20 10 5 2 2 5 2 2 5 2 1 5 2 1 Totals 0 30 10 0 DOLLARS S 5 8070.00 S 5.470.00 S Total Field Costs: S 13,548.00 LABORATORY TESTING Principal Eng/Geologist III Task Description Quantity Unit $ Amount S 10 Compaction Curve (Single Bulk) 2 $260 S 520.00 20 Asphalt Concrete - S -value, Gradation, /.I,C., Unit Wt Z `� L.• $1,050 S - 3.0 Concrete Compression (per Cylinder) $42 S _ 4.0 Shotcrete Panel Tesbng (per Panel) $400 S - 4.0 R -value $360 S - 5.0 Sand Equivalent $80 S _ 60 Durablfity $150 $ _ 7.0 GradationlSleve $180 S - Total Lab Costs: $ 520.00 ENGINEERINGIGEOLOGICAL CONSULT & REPORT Personnel Title SAS Principal Eng/Geologist III LIPM Principal Eng/Geologist II DSC Principal Eng/Geologist I EAD Associate Engineer III BSP Associate Engineer 1 Uri Seniar Geologist I RCA Project Engineer/Geologist III r;ax Project Engineer I vra01ruu Sr. Tech II rro rSCeA,ssw Staff III UUTIVIe Staff II zvs Staff I twavur Project AssIJWord Processor Ren. 1112116 Hours S/Hour Amount S ' 7 $ 230.00 S 2,300.00 S 220.00 S - $ 210.00 S $ 205.00 S S 185.00 S S 15500 S $ 135.00 S 10 S 115.00 S 1,150.00 $ 105.00 S S 105.00 S - 10 S 95.00 S 950.00 $ 85.00 S - S 70.00 S 140.00 Total Engineering Costs: $ 4,540.00 SUB TOTAL $ 18,600.00 CONTINGENCY /0% $ 1,860.00 TOTAL S 20,460.00 USE FOR BUDGET i S 20,000 00 1 ENGINEERING GROUP August 30, 2016 File: 2157.285prob:doc City of San Rafael 111 Morphew Street San Rafael, CA 94901 Attn: Mr. Kevin McGowan Re: Supplemental Geotechnical Engineering Services Public Safety Center San Rafael, California Introduction We are pleased to submit this proposal for supplemental geotechnical engineering services associated with the planned Public Safety Center at the corner of Fifth and C Street in San Rafael. We have prepared a geotechnical investigation report for the project and have been providing consultation as requested. Per the request of Kitchell, this proposal provides scope and budget estimate for additional geotechnical consultation / analyses of alternative foundation systems best suited for the proposed project. In addition, we have provided a scope and budget for expected geotechnical services during construction for the current building plan. Scope of Services Supplemental Geotechnical Consultation and Plan Review We will provide site specific settlement and foundation design analyses based on site grading and building loads. Based on our analyses we will consult with the design team in the selection of the preferred foundation type and provide geotechnical consultation, recommendations, and design criteria as needed. We will review geotechnical aspects of the plans to confirm that the intent of our recommendations has been incorporated and summarize our review in a brief letter report. Geotechnical Construction Observation and Testino During construction, we will provide intermittent inspection and testing services to observe the geotechnical portions of the work. This is expected to include submittal review of geotechnical items, foundation excavations, utility trench backfill and structural fill testing, subsurface drainage, vapor barriers, and testing of pavement sections. The purpose of our construction services is to verify that subsurface conditions are as expected, confirm design criteria are appropriate, prepare any needed supplemental recommendations, and to provide our opinion of contractor compliance with the intent of the plans and specifications. We have prepared a draft scope and fee estimate for authorization. When the design is complete and the construction schedule known, we should confirm the budget estimate. Schedule and Fee We propose our services as shown on the attached Agreement and Schedule of Charges. We propose the following fee arrangements: 504 Redwood Blvd., Suite 220 Pi Novato, Califomia 94947 E] T (415) 382-3444 F (415) 382-3450 Exhibit C City of San Rafael Page 2 of 2 Supplemental Consultation and Plan Review.... IN PANIC ENGINEERING GROUP August 30, 2016 ....................Time & Expense, Estimate $2,500 Construction Observation & Testing .......................................Time & Expense, Estimate $22,000* (*Budget estimate to be confirmed when the construction schedule has been finalized.) We are pleased to have the opportunity to provide geotechnical services on this project and are prepared to begin our work soon after your authorization. When you wish us to proceed, please sign and return one copy of the Agreement. If you have any questions regarding our proposal, please do not hesitate to call. Yours very truly, MILLER PACIFIC ENGINEERING GROUP Scott Stephens Geotechnical Engineer No. 2398 (Expires 6130/17) Attachments: Agreement, Budget Estimate Sheet MON MUM � ENGINEERING GROUP REEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES This AGREEMENT is made between MILLER PACIFIC ENGINEERING GROUP ("MPEG"), a California Corporation, and the CLIENT to provide Professional Engineering and Testing Services with respect to the PROJECT, with the following GENERAL CONDITIONS and for the FEE as described below and on the attached pages, 1.0 CLIENT NAME: City of San Rafael Attn: Mr. Kevin McGowan ADDRESS: 111 Morphew Street San Rafael, CA 94901 CLIENT #: 2157.285prob 2.0 PROJECT: Public Safety Center LOCATION: San Rafael, California 3.0 SCOPE OF SERVICES: Geotechnical Engineering Services as outlined in our proposal letter dated August 30, 2016: Supplemental Consultation and Plan Review Construction Observation & Testing 4.0 FEE: Time & Expense, Estimate .................................................. $2,500 Time & Expense, Estimate ...............................................$22,000* ('Budget estimate to be confirmed when the construction schedule has been finalized.) DATE: 8/30/16 FOR MPEG: Scott Stephens, Geotechnical Engineer No. 2398 DATE: FOR CLIENT: AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES January 2016 Page 1 of 8 504 Redwood Blvd., Suite 220 J Novato, California 94947 e1 T (415) 382-3444 F (415) 382-3450 GENERAL CONDITIONS 1. DEFINITIONS 1.1. Contract Documents. Pians, specifications, and agreements between Client and Contractors, including addenda, amendments, supplementary instructions, and change orders. 1.2. Contractor. The contractor or contractors retained to construct the Project for which MPEG is providing Services under this Agreement. 1.3. Day(s). Calendar day(s) unless otherwise stated. 1.4. Hazardous Materials. The term Hazardous Materials means any toxic substances, chemicals, radioactivity, pollutants or other materials, in whatever form or state, known or suspected to impair the environment in any way whatsoever. Hazardous Materials include, but are not limited to, those substances defined, designated or listed in any federal, state or local law, regulation or ordinance concerning hazardous wastes, toxic substances or pollution. 1.5. Services. The Services provided by MPEG as set forth in this Agreement, the Scope of Services, and any written amendment to this Agreement. 1.6. Work. The labor, materials, equipment, and services required to complete the work described in the Contract Documents. 2. SCOPE OF SERVICES MPEG will perform the scope of Services per Page 1 of the agreement. 2.1. Changes in Scope. If MPEG provides Client with a written confirmation of a change In the Scope of Services, it will become an amendment to this Agreement unless Client objects in writing within 5 business days after receipt. All Services performed by MPEG on the Project are subject to the terms and limitations of this Agreement. If Services are performed, but the parties do not reach agreement concerning modifications to the Scope of Services or compensation, then the terms and limitations of this Agreement apply to such Services, except for the payment terms. The parties agree to resolve disputes concerning modifications to scope or compensation pursuant to Section 19, "Disputes." 2.2. Licenses. MPEG will procure and maintain business and professional licenses and registrations necessary to provide its Services. 2.3. Excluded Services. MPEG's Services under this Agreement include only those Services specified in the Scope of Services. 2.3.1. General. Client expressly waives any claim against MPEG resulting from its failure to perform recommended additional Services that Client has not authorized MPEG to perform, and any claim that MPEG AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES INK0 NOR ENGINEERING CROUP failed to pert Stoneridge Mall Roadorm services that Client instructs MPEG not to perform. 2.3.2. Biological Pollutants. MPEG's Scope of Services specifically excludes the investigation, detection, prevention or assessment of the presence of Biological Pollutants. The term "Biological Pollutants" includes, but is not limited to, molds, fungi, spores, bacteria, viruses, and/or any of their byproducts. MPEG's Scope of Services will not include any interpretations, recommendations, findings, or conclusions pertaining to Biological Pollutants. Client agrees that MPEG has no liability for any claims alleging a failure to investigate, detect, prevent, assess, or make recommendations for preventing, controlling, or abating Biological Pollutants. Furthermore, Client agrees to defend, indemnify, and hold harmless MPEG from all claims by any third party concerning Biological Pollutants, except for damages caused by MPEG's sole negligence. 3. PAYMENTS TO MPEG 3.1. Basic Services. MPEG will perform the Services set forth per the Scope of Services for the Fee and per the Schedule of Charges shown on Page 1 and Page 8 of this Agreement. 3.2. Additional Services. Any Services performed under this Agreement, except those Services expressly identified in the attached Scope of Services, will be provided on a time and materials basis unless otherwise specifically agreed to in writing by both parties. 3.3. Estimate of Fees. MPEG will, to the best of Its ability, perform the Services and accomplish the objectives defined in this Agreement within any written cost estimate provided by MPEG. Client recognizes that changes in scope and schedule, and unforeseen circumstances can all Influence the successful completion of Services within the estimated cost. The use of an estimate of fees or of a "not to exceed" limitation is not a guarantee that the Services will be completed for that amount; rather, it indicates that MPEG shall not incur fees and expenses in excess of the estimate or limitation amount without obtaining Client's agreement to do so. 3.4. Rates. Client will pay MPEG at the rates set forth in the Schedule of Charges. 3.4.1. Changes to Rates. Client and MPEG agree that the Schedule of Charges is subject to periodic review and amendment, as appropriate to reflect MPEG's current fee structure. Unless Client objects in writing to the proposed amended fee structure within 30 days of invoice, the amended fee structure will be incorporated into this Agreement and will then supersede any prior fee structure. If Client timely objects to the amended fee structure within 30 days, and MPEG and Client cannot agree upon a new fee structure within 30 days after notice, MPEG may terminate this Agreement and be January 2016 Page 2 of 8 compensated as set forth under Section 18, "Termination." 3.4.2. Prevailing Wages. Unless Client specifically informs MPEG in writing that prevailing wage regulations cover the Project and the Scope of Services identifies it as covered by such regulations, Client will reimburse, defend, indemnify and hold harmless MPEG from and against any liability resulting from a subsequent determination that prevailing wage regulations cover the Project, including all costs, fines and attorneys' fees. 3.5. Payment Timing; Late Charge. All invoices are due upon receipt. All amounts unpaid 30 days after the invoice date will include a late payment charge from the date of the invoice, at the rate of 1-1/2% per month or the highest rate permitted by law. 4. STANDARD OF PERFORMANCE; DISCLAIMER OF WARRANTIES 4.1. Level of Service. MPEG offers different levels of Services to suit the desires and needs of different clients. Although the possibility of error can never be eliminated, more detailed and extensive Services yield more information and reduce the probability of error, but at increased cost. Client must determine the level of Services adequate for its purposes. Client has reviewed the Scope of Services and has determined that it does not need or want a greater level of Services than that being provided. 4.2. Standard of Care. Subject to the limitations inherent in the agreed Scope of Services as to the degree of care, the amount of time and expenses to be incurred, and subject to any other limitations contained in this Agreement, MPEG will endeavor to perform Its Services consistent with that level of care and skill ordinarily exercised by other professional practicing in the same locale and under similar circumstances at the time the Services are performed. 4.3. No Warranty. No warranty, express or implied, is included or intended by this Agreement. 5. ESTIMATE OF CONSTRUCTION COSTS Client acknowledges that construction and project development are subject to many influences that are not subject to precise forecasting and are outside of MPEG's control. Client further acknowledges that actual costs incurred may vary substantially from the estimates prepared by MPEG and that MPEG does not warrant or guaranty the accuracy of construction or development cost estimates. 6. CONSTRUCTION PHASE SERVICES If MPEG's Scope of Services includes observation and/or testing during the course of construction, the following conditions apply. AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES WKER PAMRS ENGINEERING GROUP 6.1. Construction Observation. 6.1.1. Site Meetinos & Visits. MPEG will participate in job site meetings as requested by Client, and, unless otherwise requested by Client, visit the site at times specified in the Scope of Services or, if not specified in the Scope of Services at intervals as MPEG deems appropriate to the various stages of construction to observe the geotechnical conditions encountered by Contractor and the progress and quality of the geotechnical aspects of the Work. Based on information obtained during such visits and on such observations, MPEG may inform Client of the progress of the geotechnical aspects of the Work. Client understands that MPEG may not be on site continuously; and, unless expressly agreed otherwise, MPEG will not observe all of the Work. 6.1.2. Contractor's Performance. MPEG does not, and cannot, warrant or guarantee that all of the geotechnical Work performed by Contractor meets the requirements of MPEG's geotechnical recommendations or the plans and specifications for such geotechnical Work; nor can MPEG be responsible for Contractor's failure to perform the Work in accordance with the plans, specifications or the recommendations of MPEG. 6.1.3. Contractor's Responsibilities. MPEG will not supervise, direct or have control over the Work nor will MPEG have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected by Contractor for the geotechnical aspects of the Project; for safety precautions and programs incident to the Work; nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor furnishing and performing its Work. 6.1.4. Final Resort. At the conclusion of Construction Phase Services, MPEG may provide Client with a written report summarizing the tests and observations, if any, made by MPEG. 6.2. Review of Contractor's Submittals. If included in the Scope of Work, MPEG will review and take appropriate action on the Contractor's submittals, such as shop drawings, product data, samples, and other required submittals. MPEG will review such submittals solely for general conformance with MPEG's design, and will not Include review for the following, all of which will remain the responsibility of the Contractor: accuracy or completeness of details, quantities or dimensions; construction means, methods, sequences or procedures; coordination among trades; or construction safety. 6.3. Tests. Tests performed by MPEG on finished Work or Work in progress are taken intermittently and indicates the general acceptability of the Work on a statistical basis. MPEG's tests and observations of the Work are not a guarantee of the quality of Work and do not relieve other parties from their responsibility to perform their Work in January 2016 Page 3 of 8 accordance with applicable plans, specifications and requirements. 7. CLIENT'S RESPONSIBILITIES In addition to payment for the Services performed under this Agreement, Client agrees to: 7.1. Cooperation. Assist and cooperate with MPEG in any manner necessary and within its ability to facilitate MPEG's performance under this Agreement. 7.2. Representative. Designate a representative with authority to receive all notices and information pertaining to this Agreement, communicate Client's policies and decisions, and assist as necessary in matters pertaining to the Project and this Agreement. Client's representative will be subject to change by written notice. 7.3. Rights of Entry. Provide access to and/or obtain permission for MPEG to enter upon all property, whether or not owned by Client, as required to perform and complete the Services. MPEG will operate with reasonable care to minimize damage to the Project Site(s). However, Client recognizes that MPEG's operations and the use of investigative equipment may unavoidably alter conditions or affect the environment at the existing Project Site(s). The cost of repairing such damage will be borne by Client and is not included in the fee unless otherwise stated. 7.4. Relevant Information. Supply MPEG with all information and documents in Client's possession or knowledge which are relevant to MPEG's Services. Client warrants the accuracy of any information supplied by it to MPEG, and acknowledges that MPEG is entitled to rely upon such information without verifying its accuracy. Prior to the commencement of any Services in connection with a specific property, Client will notify MPEG of any known potential or possible health or safety hazard existing on or near the Project Site, with particular reference to Hazardous Materials or conditions. 7.5. Subsurface Structures. Correctly designate on plans to be furnished to MPEG the location of all subsurface structures, such as pipes, tanks, cables and utilities within the property lines of the Project Site(s), and be responsible for any damage inadvertently caused by MPEG to any such structure or utility not so designated. MPEG is not liable to Client for any losses, damages or claims arising from damage to subterranean structures or utilities that were not correctly shown on plans furnished by Client to MPEG. 8. CHANGED CONDITIONS If MPEG discovers conditions or circumstances that it had not contemplated at the commencement of this Agreement ("Changed Conditions"), MPEG will notify Client in writing of the Changed Conditions. Client and MPEG agree that they will then renegotiate in good faith the terms and conditions of this Agreement. If MPEG and AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES MUM FARM ENGINEERING CROUP Client cannot agree upon amended terms and conditions within 30 days after notice, MPEG may terminate this Agreement and be compensated as set forth in Section 18, "Termination." 9. HAZARDOUS MATERIALS Client understands that MPEG's Services under this Agreement are limited to geotechnical investigation and that MPEG has no responsibility to locate, identify, evaluate, treat or otherwise consider or deal with Hazardous Materials. Client is solely responsible for notifying all appropriate federal, state, municipal or other governmental agencies, including the potentially affected public, of the existence of any Hazardous Materials located on or in the Project site, or located during the performance of this Agreement. The existence or discovery of Hazardous Materials constitutes a Changed Condition under this Agreement. 10. CERTIFICATIONS Client agrees not to require that MPEG execute any certification with regard to Services performed or Work tested and/or observed under this Agreement unless: 1) MPEG believes that it has performed sufficient Services to provide a sufficient basis to issue the certification; 2) MPEG believes that the Services performed or Work tested and/or observed meet the criteria of the certification; and 3) MPEG has reviewed and approved in writing the exact form of such certification prior to execution of this Agreement. Any certification by MPEG is limited to an expression of professional opinion based upon the Services performed by MPEG, and does not constitute a warranty or guaranty, either expressed or implied. 11. ALLOCATION OF RISK 11.1. Limitation of Liability. The total cumulative liability of MPEG, its subconsultants and subcontractors, and all of their respective shareholders, directors, officers, employees, and agents (collectively "MPEG Entities"), to Client arising from Services under this Agreement, including attorney's fees due under this Agreement, will not exceed the gross compensation received by MPEG under this Agreement or $50,000, whichever is greater; provided, however, that such liability is further limited as described below. This limitation applies to all lawsuits, claims, or actions for errors or omissions in MPEG's Services, whether alleged to arise in tort, contract, warranty, or other legal theory. Upon Client's written request, MPEG and Client may agree to increase the limitation to a greater amount in exchange for a negotiated increase in MPEG's fee, provided that they amend this Agreement in writing as provided in Section 20. January 2016 Page 4 of 8 11.2. Indemnification. 11.2.1. Indemnification of Client. Subject to the provisions and limitations of this Agreement, MPEG agrees to indemnify and hold harmless Client, its shareholders, officers, directors, employees, and agents from and against any and all claims, suits, liabilities, damages, expenses (including without limitation reasonable attorney's fees and costs of defense), or other losses (collectively "Losses") to the extent caused by MPEG's negligent performance of its Services under this Agreement. 11.2.2. Indemnification of MPEG. Client will indemnify and hold harmless MPEG Entities from and against any and all Losses to the extent caused by the negligence of Client, its employees, agents and contractors. In addition, except to the extent caused by MPEG's sole negligence, Client expressly agrees to defend, indemnify and hold harmless MPEG Entities from and against any and all Losses arising from or related to the existence, disposal, release, discharge, treatment or transportation of Hazardous Materials, or the exposure of any person to Hazardous Materials, or the degradation of the environment due to the presence, discharge, disposal, release of or exposure to Hazardous Material. 11.3. Consequential Damages. Neither Client nor MPEG will be liable to the other for any special, consequential, incidental, or penal losses or damages including but not limited to losses, damages, or claims related to the unavailability of property or facilities, shutdowns or service interruptions, loss of use, profits, revenue, or inventory, or for use charges, cost of capital, or claims of the other party and/or its customers. 11.4. Continuing Agreement. The indemnity obligations and the limitations of liability established under this Agreement will survive the expiration or termination of this Agreement. If MPEG provides Services to Client that the parties do not confirm through execution of an amendment to this Agreement, the obligations of the parties to indemnify each other and the limitations on liability established under this Agreement apply to such Services as if the parties had executed an amendment. 12. INSURANCE 12.1. MPEG's Insurance. MPEG will obtain, if reasonably available, the following coverages: 12.1.1. Statutory Workers' Compensation/ Employer's Liability Insurance; 12.1.2. Commercial General Liability Insurance with a combined single limit of $1,000,000 per occurrence and $2,000,000 general aggregate; 12.1.3. Automobile Liability Insurance, including liability for all owned, hired and non -owned vehicles with minimum limits of $1,000,000 for bodily injury per person, $1,000,000 property damage, and $1,000,000 combined single limit per occurrence; and, AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES 'N"JAM PAURS ENGINEERING GROUP 12.1.4. MPEG maintains Professional Liability Insurance for our own benefit. 12.2. Contractor's Insurance. Client or Project Owner will require owner's Contractor, subcontractors and consultants to purchase and maintain General Liability, Builder's Risk, Automobile Liability, Workers' Compensation, and Employer's Liability insurance with limits no less than as set forth above. 12.3. Certificates of Insurance. Upon request, MPEG and Client will each provide the other with certificate(s) of insurance evidencing the existence of the policies required herein. Except for Professional Liability and Workers' Compensation Insurance, all policies required herein shall contain a waiver of subrogation. 13. OWNERSHIP AND USE OF DOCUMENTS 13.1. Client Documents. All documents provided by Client will remain the property of Client. MPEG will return all such documents to Client upon request, but may retain file copies of such documents. 13.2. MPEG's Documents. Unless otherwise agreed in writing, all documents and information prepared by MPEG or obtained by MPEG from any third party in connection with the performance of Services, including, but not limited to, MPEG's reports, boring logs, maps, field data, field notes, drawings and specifications, laboratory test data and other similar documents (collectively "Documents") are the property of MPEG. MPEG has the right, in its sole discretion, to dispose of or retain the Documents. 13.3. Use of Documents. All Documents prepared by MPEG are solely for use by Client and will not be provided by either party to any other person or entity without MPEG's prior written consent. 13.3.1. Use by Client. Client has the right to reuse the Documents for purposes reasonably connected with the Project for which the Services are provided, including without limitation design and licensing requirements of the Project. 13.3.2. Use by MPEG. MPEG retains the right of ownership with respect to any patentable concepts or copyrightable materials arising from its Services and the right to use the Documents for any purpose. 13.4. Electronic Media. MPEG may agree at Client's request to provide Documents and information in an electronic format. Client recognizes that Documents or other information recorded on or transmitted as electronic media are subject to undetectable alteration due to (among other causes) transmission, conversion, media degradation, software error, or human alteration. Accordingly, all Documents and information provided by MPEG in electronic media are for informational purposes only and not as final documentation. Unless otherwise defined in the Scope of Services, MPEG's electronic Documents and media will conform to MPEG's standards. January 2016 Page 5 of 8 MPEG will provide any requested electronic Documents for a 30 -day acceptance period, and MPEG will correct any defects reported by Client to MPEG during this period. MPEG makes no warranties, either express or implied, regarding the fitness or suitability of any electronic Documents or media. 13.5. Unauthorized Reuse. No party other than Client may rely and Client will not represent to any other party that it may rely on Documents without MPEG's express prior written consent and receipt of additional compensation. Client will not permit disclosure, mention, or communication of, or reference to the Documents in any offering circular, securities offering, loan application, real estate sales documentation, or similar promotional material without MPEG's express prior written consent. Client waives any and all claims against MPEG resulting in any way from the unauthorized reuse or alteration of Documents by itself or anyone obtaining them through client. Client will defend, indemnify and hold harmless MPEG from and against any claim, action or proceeding brought by any party claiming to rely upon information or opinions contained Documents provided to such person or entity, published, disclosed or referred to without MPEG's prior written consent. 14. SAMPLES AND CUTTINGS 14.1. Sample Retention. If MPEG provides laboratory testing or analytic Services, MPEG will preserve such soil, rock, water, or other samples as it deems necessary for the Project, but no longer than 45 days after issuance of any Documents that include the data obtained from these samples. Client will promptly pay and be responsible for the removal and lawful disposal of all contaminated samples, cuttings, Hazardous Materials, and other hazardous substances. 14.2. Monitoring Wells. Client will take custody of all monitoring wells and probes installed during any investigation by MPEG, and will take any and all necessary steps for the proper maintenance, repair or closure of such wells or probes at Client's expense. 15. RELATIONSHIP OF THE PARTIES MPEG will perform Services under this Agreement as an independent contractor. 16. ASSIGNMENT AND SUBCONTRACTS Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party, except for an assignment of proceeds for financing purposes. MPEG may subcontract for the services of others without obtaining Client's consent if MPEG deems it necessary or desirable for others to perform certain Services. OEM FORS ENGINEERING GROUP 17. SUSPENSION AND DELAYS 17.1. Procedures. Client may, at any time by 10 days written notice suspend performance of all or any part of the Services by MPEG. MPEG may terminate this Agreement if Client suspends MPEG's Services for more than 60 days and Client will pay MPEG as set forth under Section 18, "Termination." If Client suspends MPEG's Services, or if Client or others delay MPEG's Services, Client and MPEG agree to equitably adjust: (1) the time for completion of the Services; and (2) MPEG's compensation in accordance with MPEG's then current Schedule of Charges for the additional labor, equipment, and other charges associated with maintaining its workforce for Client's benefit during the delay or suspension, or charges incurred by MPEG for demobilization and subsequent remobilizalion. 17.2. Liability. MPEG Is not liable to Client for any failure to perform or delay in performance due to circumstances beyond MPEG's control, including but not limited to pollution, contamination, or release of hazardous substances, strikes, lockouts, riots, wars, fires, flood, explosion, "acts of God," adverse weather conditions, acts of government, labor disputes, delays in transportation or inability to obtain material and equipment in the open market. 18. TERMINATION 18.1. Termination for Convenience. MPEG and Client may terminate this Agreement for convenience upon 30 days written notice delivered or mailed to the other party. 18.2. Termination for Cause. In the event of material breach of this Agreement, the party not breaching the Agreement may terminate it upon 10 days written notice delivered or mailed to the other party. The termination notice shall state the basis for the termination. The Agreement may not be terminated for cause if the breaching party cures the breach within the 10 -day period. 18.3. Payment on Termination. Following termination other than for MPEG's material breach of this Agreement, Client will pay MPEG for Services performed prior to the termination notice date, and for any necessary Services and expenses incurred In connection with the termination of the Project, including but not limited to, the costs of completing analysis, records and reports necessary to document job status at the time of termination and costs associated with termination of subcontractor contracts in accordance with MPEG's then current Schedule of Charges. 19. DISPUTES 19.1. Mediation. All disputes between MPEG and Client are subject to mediation. Either party may demand mediation by serving a written notice stating the essential nature of the dispute, amount of time or money claimed, AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES January 2016 Page 6 of 8 and requiring that the matter be mediated within 45 days of service of notice. 19.2. Precondition to Other Action. No action or suit may be commenced unless the mediation did not occur within 45 days after service of notice; or the mediation occurred but did not resolve the dispute; or a statute of limitation would elapse if suit was not filed prior to 45 days after service of notice. 19.3. Choice of Law; Venue. This Agreement will be construed in accordance with and governed by the laws of the state in which the Project is located. Unless the parties agree otherwise, any mediation or other legal proceeding will occur in the state in which the Project is located. 19.4. Statutes of Limitations. Any applicable statute of limitations will be deemed to commence running on the earlier of the date of substantial completion of MPEG's Services under this Agreement or the date on which claimant knew, or should have known, of facts giving rise to its claims. 20. MISCELLANEOUS 20.1. Integration and Severability. This Agreement reflects the entire agreement of the parties with respect to its terms and supersedes all prior agreements, whether written or oral. If any portion of this Agreement is void or AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES �12MM FACES ENGINEERING GROUP voidable, such portion will be deemed stricken and the Agreement reformed to as closely approximate the stricken portions as the law allows. 20.2. Modification of this Agreement. This Agreement may not be modified or altered, except by a written agreement signed by authorized representatives of both parties and referring specifically to this Agreement. 20.3. Notices. Any and all notices, requests, instructions, or other communications given by either party to the other must be in writing and either hand delivered to the recipient or delivered by first-class mail (postage prepaid) or express mail (billed to sender) at the addresses given in this Agreement. 20.4. Headings. The headings used in this Agreement are for convenience only and are not a part of this Agreement. 20.5. Waiver. The waiver of any term, conditions or breach of this Agreement will not operate as a subsequent waiver of the same term, condition, or breach. End of General Conditions January 2016 Page 7 of 8 PENN PANK ENGINEERING GROUP MILLER PACIFIC ENGINEERING GROUP a California corporation SCHEDULE OF CHARGES PROFESSIONAL ENGINEERING AND TESTING SERVICES Professional and Technical Personnel Hourly Rate Staff Engineer/Geologist — Level 1-3 .................................. $85 — $95 — $105 Project Engineer/Geologist — Level 1-3 ...........................$115 — $125 — $135 Senior Engineer/Geologist —Level 1-3 ........................... $155 —$165 —$175 Associate Engineer/Geologist — Level 1-3 ..................... $185 —$195 —$205 Principal Level 1-3 .......................................................... $210 —$220 —$230 ProjectAssistant/Word Processor............................................................$70 Technician Level 1-3$80 ............................................................. — $85 — $90 Senior Technician Level 1-2 ...................................................... $100 —$105 Prevailing Wage Group 3.....................................................................$110 Prevailing Wage Group 4.........................................................................$105 Other Inside Charges Mileage.....................................................................................$ 0.80 per mile Vehicle (Field)............................................................................... $9 per hour Nuclear Density Gage.....................................................................$8 per test Inclinometer................................................... $150 per day / $85 per half day LaserLevel....................................................................................$50 per day Sampling Equipment..............................................$50 per day / $30 half day OutsideServices....................................................................................... Cost + 20% Exploration, drilling equipment and instrumentation, in-situ monitoring, specialized laboratory testing, per diem, shipping, courier/delivery services, outside reproduction, and other services and supplies not normally provided. *NOTES: Field site visits and travel time are normal hourly rates, portal to portal. Overtime — Weekday & Saturday add $25 Overtime — Sunday/Holiday/Night add $35 Rates are for normal Geotechnical Engineering and Geological services. Rates for depositions and testimony are $450 per hour for Principal; $400 per hour for Associate; and $350 per hour for Senior. All other personnel are $250 per hour. These fees are due and payable at the time of service. 4. Schedule of charges is effective as of January, 2016. It is subject to revision annually and at other times without notice. Prevailing Wage Note: Personnel working on Prevailing Wage Projects will be billed at normal hourly rates plus $5 per hour, or at the Group 3 or Group 4 rate, whichever is applicable. AGREEMENT FOR PROFESSIONAL ENGINEERING AND TESTING SERVICES January 2016 Page 8 of 8 MILLER PACIFIC ENGINEERING GROUP Prevailing Wage Field Observation & Testing Budget Estimate Worksheet San Rafael Public Safety Building San Rarael, California PER UNIT Project Engineer/Geologist III S 13500 Project Engineer I S 115.00 Prevailing Wage Group 3 S 110.00 Prevailing Wage Group 4 S 10500 Senior Technician II S 105.00 Staff Engineer/Geologist III $ 105.00 Staff Engineer/Geologist II $ 9500 Staff Engineer/Geo!ogist 1 S 85.00 Field VaNclwEquipment $ 9.00 Nuclear Density Tests S 8.00 Rules S 0.80 Date, 8/30/16 Project Number: 2157 285 Bv: sas PER SITE HALF FULL HOUR VISIT DAY DAY 2 4 6 ENGINEERINGIGEOLOGICAL CONSULT & REPORT Personnel Title sws Principal Erg/Geo!ogist III S Principal Eng/Geo!ogisl II osc Estimated Work Item Description Days HOURS 1.0 Mass Grading 10 2.0 Underground Trench Backfill 20 3.0 Foundation Excavations 20 4.0 Subgrade Compaction 5 5.0 Subsurface Drainage 5 6.0 Vapor Barrier 5 7.0 Pavement Testing 5 2 2 Totals 2 1 DOLLARS S - LABORATORY TESTING 1 Task Description 11 1.0 Compaction Curve (Single Bulk) 6,017.00 S 2.0 Asptlalt Concrete - S -value, Gradation, M.C., Unit Wt &!; Oil 3.0 Concrete Compression (per Cylinder) Unit $ 4.0 Shotcrete Panel Testing (per Panel) $260 S 4.0 R -value $1,050 S 5.0 Sand Equivalent $42 S 60 Durability $400 S 7.0 GradationlS:eve $360 S ENGINEERINGIGEOLOGICAL CONSULT & REPORT Personnel Title sws Principal Erg/Geo!ogist III LIMA Principal Eng/Geo!ogisl II osc Principal Erg/Geo!oglst I ED Associate Engineer III BSP Associate Engineer I uFJ Senior Geologist I Ra Project Engineer/Geologist III r:ex Project Engineer I V=Ir u Sr. Tech II ITQAscu^s. sw Staff III uuTiErre Staff II zus Staff I KRIS VLT Project AsstJWord Processor Rcr. 1112116 1 3 7 3 8 20 20 20 20 S 269.00 S 547.00 S 1,119.00 SITE HALF FULL VISIT DAY DAY 5 155.00 S 10 5 10 115.00 S 1,150.00 2 2 2 2 2 1 950.00 2 1 - 0 33 11 0 S 8,877.00 S 6,017.00 S - Total Field Costs: $ 14,894.00 Quantity Unit $ Amount $ 2 $260 S 520.00 USE FOR BUDGET $1,050 S - $42 S $400 S $360 S $80 S $150 S $180 S Total Lab Costs: $ 520.00 Hours Mur Amount $ 10 S 230.00 S 2,300.00 S 220.00 S $ 210.00 S $ 205.00 S S 185.00 S S 155.00 S S 135.00 S 10 $ 115.00 S 1,150.00 $ 105.00 S S 105.00 S 10 S 95.00 S 950.00 S 85.00 S - 2 S 70.00 S 140.00 Total Engineering Costs: $ 4,540.00 SUB TOTAL S 19,954.00 CONTINGENCY 101,: S 1,995.40 TOTAL $ 21,949.40 USE FOR BUDGET IS 22,000 00 -JuLu cnoaag pagg EN61NffRIN6 GROUP TRANSMITTAL DATE: 12/12/16 JOB NO: Citv of San Rafael Attn: Bill Guerin 1400 Fifth Avenue, P.O Box 151560 San Rafael, CA 94915-1560 Qi i3k1jVY Nj1 ap Al I[1 1630 S)Iaom JI1C(1;1 9102 SUBJECT: SAN RAFAEL'S ESSENTIAL FACILITIES STRATEGIC PLAN PROJECTS WE ARE SENDING YOU: Copies 3 Co-signed Professional Services Agreement For Geotechnical Engineering Services— (See subject.) These are transmitted as checked below: ❑ FAX ❑ HAND DELIVERY ❑ OVERNIGHT DELIVERY ❑ EMAIL ® U.S.P.S./MAIL ❑ MESSAGE ONLY MESSAGE: Note: Please sign and return one executed agreement. Thank you! Marilyn Terrazas C confidentiality Notice: This message is for the sole use of the intended recipients) and may contain confidential and privileged information. Any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient, please contact the sender and destroy all copies of the original message. Office Locations: 504 Redwood Blvd, Suite 220 1333 No. McDowell Blvd, Suite C 135 Camino Dorado, Suite 3 Novato, CA 94947 Petaluma, CA 94954 Napa, CA 94558 T (415) 382-3444 T (707) 765-6140 T (707) 265-7936 F (415) 382-3450 F (707) 765-6222 F (707) 265-7982 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: DPW Project Manager: Bill Guerin Extension: 485-3110 Contractor Name: Miller -Pacific Engineering Contractor's Contact: Scott Stephens Contact's Email:'Scott A. Stephens' <SStephens@mil lerpac.com> ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 11/22/2016 11/22/2016 b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 11/23/2016 and return to Project Manager 11/23/2016 ® ETD b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor ® ETD 3 Project Manager Forward three (3) originals of final agreement to 12/6/2016 contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement ❑ N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or Public Works Contract > $125,000 Date of Council approval 11/21/2016 PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 8/3/17 Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed 4 Z/ /-7 agreement 7�% 7 City Attorney Review and approve insurance in PINS, and bonds ?11-2,11 /2 )' n (for Public Works Contracts) / / 8 City Manager/ Mayor Agreement executed by Council authorized official �/� r 11 9 City Clerk Attest signatures, retains original agreement and 111 forwards copies to Project Manager