HomeMy WebLinkAboutPW Fire Station 51 Engineering Testing SvcsAGREEMENT FOR PROFESSIONAL SERVICES WITH
EBA ENGINEERING
FOR ENGINEERING TESTING SERVICES
This Agreement is made and entered into this
CITY OF SAN RAFAEL (hereinafter "CITY"),
(hereinafter "CONSULT ANT").
JA~v.A'(J..11 10' PJ \,\...
~2Jf ~ day of D@eelflBeT', ze+T; by and between the
and EBA Engineering, a California corporation
RECITALS
WHEREAS, the CITY has detennined that professional engineering testing services are required
in connection with the San Rafael Fire Department Station #51 ;
WHEREAS, the CONSULTANT is qualified in providing environmental services including
conducting soil sampling and characterization; and
WHEREAS, the CONSULTANT has agreed to render such services for the City's Fire Station
51 constmction project.
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. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT
DIRECTOR to have overall responsibility for the progress and execution of this Agreement for
CONSULTANT. David Noren is hereby designated as the PROJECT DIRECTOR for CONSULTANT.
Should circumstances or conditions subsequent to the execution of this Agreement require a substitute
PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business
days of the substitution.
2. DUTIES OF CONSULTANT.
CONSULTANT shall perfonn soil sampling and characterization at San Rafael Fire Station #51,
1401 Fifth Avenue, San Rafael, CA 94901, and provide the testing results and reporting to CITY as set
forth in CONSULTANT'S letter entitled "EBA Proposal Number: 197-17" and dated December 7, 2017
marked as Exhibit "A," attached hereto, and incorporated herein.
3. DUTIES OF CITY.
CITY shall compensate CONSULTANT as provided in Paragraph 4, and shall cooperate with
CONSULTANT as necessary for perfonnance of the CONSULTANT's duties hereunder.
4. COMPENSATION.
For the full performance of the services described herein by CONSULTANT, CITY shall pay
CONSULTANT on a flat fee basis for services rendered in an amount not to exceed $11,362.00.
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices
submitted by CONSULTANT.
5. TERM OF AGREEMENT.
The tenn of this Agreement shall COlmnence upon the date of execution of this Agreement and end
on Febmary 28, 2018 when the work shall have been completed, unless the parties agree to extend this
Agreement for another 30 days, as approved in writing by City Manager ..
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 tennination, 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 tennination, 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 tennination, any and all CITY documents or materials
provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or
relating to the perfonnance 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 connection with the
perfonnance 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.
8. INSPECTION AND AUDIT.
Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection
and audit, all documents and materials maintained by CONSULTANT in connection with its performance of
its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such
audit or inspection.
9. ASSIGNABILITY.
The parties agree that they shall not assign or transfer any interest in this Agreement nor the
perfonnance 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.
2
10. INSURANCE.
A. Scope of Coverage. During the tenn of this Agreement, CONSULTANT 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 perfonned
under tlus Agreement, a professional liability insurance policy in the minimum amount of one million dollars
($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of
the CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a
professional not required to have a professional license, CITY reserves the right to require CONSULTANT
to provide professional liability insurance pursuant to this section.
4. If it employs any person, CONTRACTOR shall maintain worker's
compensation insurance, as required by the State of California, with statutory limits, and employer's
liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily
injury or disease. CONTRACTOR's 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 CONSULTANT
in subparagraph A of this section above shall also meet the following requirements:
1. Except for professional liability and worker's compensation insurance, the
insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and
volunteers, as additionally named insureds under the policies.
2. The additional insured coverage under CONSULTANT'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
CONSULTANT'S policies shall be at least as broad as ISO fonn CG20 01 04 13.
3. Except for professional liability and worker's compensation 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, tenninate or otherwise modify the tenns 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. TI1e 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.
3
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. Furthennore, the requirements for coverage and
limits shall be: (l) 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 CONSULTANT'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 CONSULTANT shall procure a bond guaranteeing
payment of losses and related investigations, claims administration, attorney's fees and defense expenses.
D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER 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 Agreement. CITY
reserves the right to obtain a full certified copy of any insurance policy and endorsements from
CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later.
The insurance shall be approved as to fonn and sufficiency by PROJECT MANAGER and the City
Attorney.
11. INDEMNIFICATION.
A. Except as otherwise provided in Paragraph B., CONSULTANT shall, to the fullest
extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold hannless
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 CONSULT ANT'S performance of its obligations or conduct of its operations under this
Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or
contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that
liability is caused by the active negligence or willful misconduct of the City Indemnitees, the
CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees'
share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval
of the CONSULTANT's work or work product by the CITY or any of its directors, officers or
employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the
City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from
CONSULTANT'S perfonnance of or operations under this Agreement, CONSULTANT shall provide a
defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of
defense, including reasonable attorneys' fees, incurred in defense of such claims.
B. Where the services to be provided by CONSULTANT under this Agreement are design
professional services to be perfonned by a design professional as that term is defined under Civil Code
Section 2782.8, CONSULTANT shall, to the fullest extent pennitted 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 CONSULTANT in the perfonnance of its
duties and obligations under this Agreement or its failure to comply with any of its obligations contained
4
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 tennination or completion of this Agreement for the full period of time allowed by
law.
12. NONDISCRIMINATION.
CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex,
race, color, religion, ancestry, national origin or disability in connection with or related to the perfonnance of
its duties and obligations under this Agreement.
13. COMPLIANCE WITH ALL LAWS.
CONSULTANT shall observe and comply with all applicable federal, state and local laws,
ordinances, codes and regulations, in the perfonnance of its duties and obligations under this Agreement.
CONSULT ANT shall perfonn all services under this Agreement in accordance with these laws, ordinances,
codes and regUlations. CONSULTANT shall release, defend, indemnify and hold hannless 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 TIIIRD PARTY BENEFICIARIES.
CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third
party, any benefit or right owed by one party, under the tenns and conditions of this Agreement, to the other
party.
15. NOTICES.
All notices and other communications required or pennitted 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:
TO CONSULTANT's Project Director:
16 . INDEPENDENT CONTRACTOR.
Bill Guerin
Director of Public Works
City of San Rafael
111 MOlphew Street
San Rafael, CA 9490 I
David Noren
EBA Engineering
825 Sonoma Ave
Santa Rosa, CA 95404
For the purposes, and for the duration , of this Agreement, CONSULTANT, its officers, agents and
employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY.
5
CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers,
agents and employees be that of an Independent Contractor and not that of an employee of CITY.
17. ENTIRE AGREEMENT --AMENDMENTS.
A. The tenns and conditions of tillS Agreement, all exhibits attached, and all documents
expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject
matter of this Agreement.
B. This written Agreement shall supersede any and all prior agreements, oral or written,
regarding the subject matter between the CONSULTANT and the CITY.
C. No other agreement, promise or statement, written or oral, relating to the subject matter of
this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement.
D. The tenns and conditions of this Agreement shall not be altered or modified except by a
written amendment to this Agreement signed by the CONSULTANT and the CITY.
E. If any conflicts arise between the tenns and conditions of this Agreement, and the tenns and
conditions of the attached exhibits or the documents expressly incorporated by reference, the tenns and
conditions ofthis Agreement shall control.
18. SET-OFF AGAINST DEBTS.
CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under
this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract
or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts.
19. WAIVERS.
The waiver by either party of any breach or violation of any tenn, covenant or condition of tllls
Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other tenn,
covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or
other tenn, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of
any fee, perfonnance, 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 tenn, 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 tenns and conditions of this Agreement, or
arising out of tile perfonnance 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.
CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business
license as required by the San Rafael Municipal Code CONSULTANT shall pay any and all state and
federal taxes and any other applicable taxes. CITY shall not be required to pay for any work perfonned
under this Agreement, until CONSULTANT has provided CITY with a completed Intemal Revenue Service
Fonn W -9 (Request for Taxpayer Identification Number and Certification).
6
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
ATTEST:
ESTHER C. 13E:HtHE, City Clerk
I-i r'\d.5fAy \AytA J \nte.r'01
7
CONSULTANT
and
BY:~~ ,
Name: IVAZAJ(' EtJU)11#IL y
Title: ~/::t.~ I
E8A
~~ c NI...l I NHRINC)
-~~--
December 7, 20 17
Mr. Jorge Meza,
Kitchell CEM
2450 Venture Oaks Way, Suite 500
Sacramento, California 95833
SUBJECT: COST ESTIMATE FOR ENVIRONMENTAL SERVICES
SOIL SAMPLING & CHARACTERIZATION
CITY OF SAN RAFAEL FIRE STATION 51
1401 FIFTH AVENUE
SAN RAFAEL, CALIFORNIA
EBA Proposal Number: 197-17
Dear Mr. Meza:
EBA Engineering (EBA) is pleased to have the opportunity to present a cost estimate
proposal for environmental services for conducting soil sampling and characterization at
the City of San Rafael Fire Station 51 in San Rafael, California. The following sections
include a discussion of the scope of work, a cost estimate summary, assumptions, and
limitations.
SCOPE OF WORK
It is EBA's understanding that there is a need to characterize in-place soil prior to the start
of construction at the project site. It is further our understanding that there is
approximately 2500 yards of in place materials that are at a thickness of five to six feet
that will be excavated from the property as part of the redevelopment process and will be
characterized.
The work scope will include collecting soil samples from the site for chemical analysis.
The soil samples will be collected using a hand auger and composited for analysis to
equate to one composite sample per foot of depth. The soil samples will be collected and
in steel tubes that will be sealed and placed under refrigerated conditions pending
transport to a State-certified analytical laboratory for chemical analysis. The analysis of
the samples will include petroleum hydrocarbons including gasoline and diesel range
organics as well as volatile organic compounds and fuel oxygenates and CAM 17 metals.
A letter report will be prepared upon receipt of the analytical results and submitted to the
City of San Rafael.
825 Sonoma Avenue, Suite C • Santa Rosa, California 95404
(707)544-0784. FAX (707)544-0866 • www.ebagroup.com
Exhibit A
COST ESTIMATE SUMMARY
The work will be performed on a time and materials basis not to exceed the following:
Task 1: Soil Sampling
Task 2: Analytical Testing
Task 3: Reporting
ASSUMPTIONS
Total
$ 3,548.00
$ 6,324.00
$ 1,490.00
$11,362.00
For the purposes of developing the scope of work and the cost estimate, the following
assumptions were made:
• There is free and open access to the site;
• A total of six composite soil samples will be collected from the site at depth intervals
of one foot for characterization.
• Laboratory analysis will include petroleum hydrocarbons, volatile organic
compounds and CAM 17 metals;
• The analytical testing will be performed on a 1 O-day turnaround.
• A letter report will be prepared and submitted to the City of San Rafael.
• The work is subject to prevailing wage provisions
CLOSING
I trust this provides the information you require at this time. If you have any comments or
questions, please call me at (707) 544-0784.
Sincerely,
EBA ENGINEERING
David Noren, Manager
Environmental Services
L:lenvlusl\2414 San Rafael Fire Department #52lCostlCost Estimate· 50'1 Sampling FS 51.doC)(
2
E8A )
~ __ .;,;EN:.:.:G::.:-I.N EERI NG
825 Sonoma Avenue, Suite C
Santa Rosa, CA 95404
(707) 544-0784 Fax (707) 544-0866
TO: Mr. Bill Guerin
City of San Rafael
111 Morphew Street
San Rafael, California 94901
We Are Sending You: ( x ) Attached
For Your: ( ) Approval
( ) Information
The Following: ( ) Agreement
( ) Change Order
( ) Document(s)
Copies Date
TRANSMITTAL LETTER
Date: January 9, 2018
Job#: 18-2541
RE: Documents
( ) Under separate cover via
( ) Record ( ) Signature(s)
( ) Review and Comment ( x ) Use
( ) Drawings ( ) Samples
( ) Floppy/CD ( ) Specifications
( x ) Report ( ) Work Plan
Description
3 Executed Aqreement
B'~tl:!E~' IIfRo
JAN .11 2018
~UBLl(' WUf?I(~ DEPf. ~ITY Of SAN RAfA_E~·
,uted Agreement for environmental services at San
uld have any questions regarding the information
ate to contact our office at (707) 544-0784. Thank
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: Department of Public Works
Project Manager: Bill Guerin
Extension: x3110
Project Name: Fire Station #51-Soil Characterization (Analytical Testing)
Contractor Name: EBA Engineering
Contractors Contact: David Noren
Contact's Email: dnoren@ebagroup.com
o FPPC: Check if Contractor/Consultant must file Form 700
Step RESPONSIBLE DESCRIPTION
DEPARTMENT
1 Project Manager a. Email PINS Introductory Notice to Contractor
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
and return to Project Manager
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3 Project Manager Forward three (3) originals of final agreement to
contractor for their signature
4 Project Manager When necessary, * contractor-signed agreement
agendized for Council approval
*PSA > $20,000; or Purchase> $35,000; or
Public Works Contract> $125,000
Date of Council approval
PRINT CONTINUE ROUTING PROCESS WITH HARD COPY
5 Project Manager Forward signed original agreements to City
Attorney with printed copy of this routing form
6 City Attorney Review and approve hard copy of signed
agreement
7 City Attorney Review and approve insurance in PINS, and bonds
(for Public Works Contracts)
8 City Manager / Mayor Agreement executed by Council authorized official
9 City Clerk Attest signatures, retains original agreement and
forwards copies to Project Manager
L.\ -3 -\o/~
COMPLETED
DATE
N/A
12/19/2017
12/19/2017
IZI N/A
Or
Click here to
enter a date.
1,(~~l1
( {~/ ~ ~
/-23 -{S
\-1.~-lg
REVIEWER
Check/Initial
IZI
IZI LMM
IZI LMM
0
IZI
0
.r
(jUt
V~
~K
rl~