HomeMy WebLinkAboutPW Fire Station 54 & 55 Inspection of Record ServicesAGREEMENT FOR PROFESSIONAL SERVICES
FOR FIRE STATION 54 & 55 INSPECTION OF RECORD SERVICES
This Agreement is made and entered into this dayof
and between the CITY OF SAN RAFAEL (hereinafter "CITY'), and 4LEAF, W ., a corporation
authorized to do business in California (hereinafter "CONSULTANT").
RECITALS
WHEREAS, the CITY requires Inspector of Record services for Fire Stations 54 and 55; and
WHEREAS, the CONSULTANT has agreed to render such services.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION.
A. CITY'S Project Manager. Fabiola Guillen-Urfer 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. Nicoleta Leontiades 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 perform the duties and/or provide services as outlined in
CONSULTANT's proposal, dated January 13, 2022, (based on City Request for Proposals for
Inspector of Record Services dated December 3, 2021 incorporated herein by reference) marked as
Exhibit A, attached hereto and incorporated herein.
3. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4, and perform the duties as
follows outlined in Exhibit A.
4. COMPENSATION.
For the full performance of the services described herein by CONSULTANT, CITY shall
pay CONSULTANT on an hourly rate basis for services rendered in accordance with the rates shown
in Exhibit A, for a total not -to -exceed amount of $126,100.
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices
submitted by CONSULTANT.
TERM OF AGREEMENT.
The term of this Agreement shall be for 18 months commencing upon date of execution of
this agreement. Upon mutual agreement of the parties, and subject to the approval of the City
Manager the term of this Agreement may be extended for an additional period of up to one year.
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 CONSULTANT and any and all of CONSULTANT's documents and materials
prepared for or relating to the performance of its duties under this Agreement, shall be delivered to
CITY as soon as possible, but not later than thirty (30) days after termination.
OWNERSHIP OF DOCUMENTS.
The written documents and materials prepared by the CONSULTANT in connection with
the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may
use said property for any purpose, including projects not contemplated by this Agreement.
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
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, 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
performed under this Agreement, a professional liability insurance policy in the minimum amount of
one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover
any claims arising out of the CONSULTANT's performance of services under this Agreement.
Where CONSULTANT is a professional not required to have a professional license, CITY reserves
the right to require CONSULTANT to provide professional liability insurance pursuant to this
section.
4. If it employs any person, CONSULTANT 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. CONSULTANT'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 insurance or worker's compensation
insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers,
agents, employees, and volunteers, as additional insureds (for both ongoing and completed
operations) under the policies.
2. The additional insured coverage under CONSULTANT'S insurance policies
shall be "primary and noncontributory" with respect to any insurance or coverage maintained by
CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The
3
"primary and noncontributory" coverage in CONSULTANT'S policies shall be at least as broad as
ISO form CG20 010413.
3. Except for professional
insurance, the insurance policies shall include,
contractual liability and personal injury.
liability insurance or worker's compensation
in their text or by endorsement, coverage for
4. By execution of this Agreement, CONSULTANT hereby grants to CITY
a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against
CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to
obtain any endorsement that may be necessary to effect this waiver of subrogation, but this
provision applies regardless of whether or not CITY has received a waiver of subrogation
endorsement from the insurer.
5. If the insurance is written on a Claims Made Form, then, following termination
of this Agreement, said insurance coverage shall survive for a period of not less than five years.
6. The insurance policies shall provide for a retroactive date of placement
coinciding with the effective date of this Agreement.
7. The limits of insurance required in this Agreement may be satisfied by a
combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall
contain or be endorsed to contain a provision that such coverage shall also apply on a primary and
noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before
CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured.
8. It shall be a requirement under this Agreement that any available insurance
proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or
limits shall be available to CITY or any other additional insured party. Furthermore, the requirements
for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or
(2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds
available to the named insured; whichever is greater. No representation is made that the minimum
Insurance requirements of this agreement are sufficient to cover the obligations of the
CONSULTANT under this agreement.
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 form 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
harmless CITY, its officers, agents, employees and volunteers (collectively, the "City
Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of
any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of
litigation, (collectively "CLAIMS"), arising out of CONSULTANT'S performance of its
obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations
apply regardless of whether or not a liability is caused or contributed to by the active or passive
negligence of the City Indemnitees. However, to the extent that liability is caused by the active
negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification
obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active
negligence or willful misconduct. In addition, the acceptance or approval of the
CONSULTANT's work or work product by the CITY or any of its directors, officers or
employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the
event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding
arising from CONSULTANT'S performance of or operations under this Agreement,
CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse
the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in
defense of such claims.
B. Where the services to be provided by CONSULTANT under this Agreement are
design professional services to be performed by a design professional as that term is defined under
Civil Code Section 2782.8, then, to the extent permitted by law including without limitation, Civil
Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the
CITY and its officers, officials, and employees (collectively City Indemnitees) from and against
damages, liabilities or costs (including incidental damages. Court costs, reasonable attorney's fees
as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in
connection therewith and costs of investigation) to the extent they are caused by the negligence,
recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or subcontractor
or anyone directly or indirectly employed by them, or anyone for whom they are legally liable
(collectively Liabilities). Such obligation to hold harmless and indemnify any indemnity shall not
apply to the extent that such Liabilities are caused in part by the negligence or willful misconduct
of such City Indemnitee.
C. The defense and indemnification obligations of this Agreement are undertaken in
addition to, and shall not in any way be limited by, the insurance obligations contained in this
Agreement, and shall survive the termination or completion of this Agreement for the full period
of time allowed by law.
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
performance 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 performance of its duties and obligations under this
Agreement. CONSULTANT shall perform all services under this Agreement in accordance with
these laws, ordinances, codes and regulations. CONSULTANT 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 CONSULTANT do not intend, by any provision of this Agreement, to create in
any third party, any benefit or right owed by one party, under the terms and conditions of this
Agreement, to the other party.
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:
TO CONSULTANT's Project Director:
Fabiola Guillen-Urfer
City of San Rafael
I 11 Morphew Street
San Rafael, CA 94901
Craig Tole
4LEAF
2126 Rheem Drive
Pleasanton, CA 94588
16. INDEPENDENT CONTRACTOR.
For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers,
agents and employees shall act in the capacity of an Independent Contractor, and not as employees of
the CITY. CONSULTANT and CITY expressly intend and agree that the status of
CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not
that of an employee of CITY.
17. ENTIRE AQREEMENT -- AMEN DMENTS.
A. The terms and conditions of this Agreement, all exhibits attached, and all documents
expressly incorporated by reference, represent the entire Agreement of the parties with respect to the
subject matter of this Agreement.
B. This written Agreement shall supersede any and all prior agreements, oral or written,
regarding the subject matter between the CONSULTANT and the CITY.
C. No other agreement, promise or statement, written or oral, relating to the subject
matter of this Agreement, shall be valid or binding, except by way of a written amendment to this
Agreement.
D. The terms and conditions of this Agreement shall not be altered or modified except
by a written amendment to this Agreement signed by the CONSULTANT and the CITY.
E. If any conflicts arise between the terms and conditions of this Agreement, and the
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.
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 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 1 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 performed under this Agreement, until CONSULTANT has provided CITY with a completed
Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification).
22. SURVIVAL OF TERMS.
Any terms of this Agreement that by their nature extend beyond the term (or termination) of
this Agreement shall remain in effect until fulfilled and shall apply to both Parties' respective
successors and assigns.
23. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
24. COUNTERPARTS AND ELECTRONIC SIGNATURE
This Agreement may be executed by electronic signature and in any number of counterparts,
each of which shall be deemed an original, but all of which together shall constitute one document.
Counterpart signature pages may be delivered by telecopier, email or other means of electronic
transmission.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
J UTZ, City Manager
ATTEST:
4.(LINDSAY LARA, City Clerk
APPROVED AS TO FORM:
P. ArA km- -�
ROBERT F. E STE1N, City Attorney
CONSULTANT: 4LEAF, Inc.
By:
Name: Kevin Duggan
Title: President 1 Secretary
[If CONSULTANT is a corporation, add signature of
second corporate officer]
By:
Name:GeneGene Bar;3�
Title: Vice -President
0 4LEAF, 114C. ENGINEERING • CONSTRUCTION MANAGEMENT • INSPECTION • PLAN CHECK • PLANNING
7
City of San Rafael
Public Works Department
ATTN: Fabiola Guillen-Urfer
1400 Fifth Avenue
San Rafael, CA 94901
January 13, 2022
RE: Cost Proposal to Provide Inspector of Record Services - Fire Stations 54 & 55.
Dear Ms. Guillen-Urfer,
4LEAF, Inc. (4LEAF) is pleased that the City of San Rafael (City) has preliminarily chosen us to provide
Inspector of Record services for Fire Stations 54 and 55. We have 20+ years of experience performing the
requested services and have served approximately 300 public and private clients. We believe we are a
strong choice for the following reasons:
0 Qualified Team
4LEAF proposes Nick Henderson, CBO as the Inspector of Record to perform services for this project.
Nick is a highly experienced ICC Certified Building Official with over 40 years of industry experience. He
has extensive knowledge of municipal, building, electrical, mechanical, plumbing, zoning, fire,
sanitation, and related California Title 24 and Title 25 codes. Nick recently completed the $400 Million
Great Wolf Lodge in Manteca, CA as the Inspector of Record. This project took more than two years
and Nick worked closely with Turner construction and City representatives to ensure code compliance
in a timely fashion.
Option 2
4LEAF also proposes Michael Williams as an Inspector of Record option. Michaelis selected to be the
On-site IOR in 2023 for the $1.5 Billion Munger Student Housing project for UCSB. Michael will manage
the prefabrication inspections produced in Woodland which includes the majority of the construction
built prior to transportation to the University site in Santa Barbara. Michael will coordinate with the
on-site team to make sure the construction is in conformance with the plans and specifications as well
as the California Building Code for this 11 -story structure.
0 Leadership
The contract with the City of San Rafael will be managed by Craig Tole. Craig has 16 years of project
management experience and will dedicate his time and resources to fulfilling the project needs
communicated by the City. Craig will also manage the document control aspects of the Agreement to
ensure the City has detailed reports of daily activity.
0 Budget
We propose a NTE fee of $126,100 for the work required to complete Fire Stations 54 and 55 over the
course of 12 months. Our hourly rates are included in a separate Fee Schedule, which reflect any and
all anticipated fees. We understand that the final contract price might be negotiated.
2126 RHEEM DRIVE
8896 N WINDING WAY
PLEASANTON, CA 94588 •
FAIR OAKS, CA 95628 •
Exhibit A
PHONE (925) 462-5959 • FAx (925) 462-5958
PHONE (916) 965-0010 . FAX(916)965-0013
Cost Proposal for Fire Stations 54 & 55 for City of San Rafael
R1 Contact
..
Craig Tole Kevin J. Duggan 2126 Rheem Drive
Office: (925) 462-5959 Office: (925) 462-5959 Pleasanton, CA 94588
Mobile: (925) 580-4055 Mobile: (925) 250-7602 Office: (925) 462-5959
Email: CTole_@4leafinc.com Email: KDuggan@4leafinc.com Website: 4LEAFINC.COM
As requested by the City, we have included a NTE Task Order Proposal in addition to this Cover Letter
Should you have any questions, please do not hesitate to contact us.
Respectfully submitted,
e
Kevin J. Dugganl Craig Tole
President Project Manager
2126 RHEEM DRIVE a PLEASANTON, CA 94588 • PHONE (925) 462-5959 • FAX(925)462-5958
8896 N WINDING WAY 0 FAIR OAKS, CA 95628 0 PHONE (916) 965-0010 • FAX(916)965-0013
Ln
tr7
Cb
C~
O
U
Z
LC
d
J
q
4
Ln
Ln
03
Rt
Ln
G
O
a+
1V
M
Lu
li
3
V
V
i2
0
W
w
iv
OC
C
a
46
Z,
'u
0
w
V
2.0
air
0
N
d)
�O+
CL o 0
rq O am
G,.
U
ED
C F- F-
3
V
V
i2
0
r
hp
fTY WITH Ply
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: Public Works
Project Manager: Ashley Dohrmann (for Faby)
Contractor Name: 4LEAF, Inc.
Contractor's Contact: Nicoleta and Craig
❑ FPPC: Check if Contractor/Consultant must file Form 700
Extension: 3342
Contact's Email: nleontiades@41eafinc.com
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
DATE
Check/Initial
1
Project Manager
a. Email PINS Introductory Notice to Contractor
Click here to
❑
enter a date.
b. Email contract (in Word) and attachments to City
1/24/2022
Attorney c/o Laraine.Gittens@cityofsanrafael.org
MAD
2
City Attorney
a. Review, revise, and comment on draft agreement
1/24/2022
® LG
and return to Project Manager
1/24/2022
® LG
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3
Department Director
Approval of final agreement form to send to
1/28/2022
0 BG
contractor
Forward three (3) originals of final agreement to
1/28/2022
4
Project Manager
contractor for their signature
5
Project Manager
When necessary, contractor -signed agreement
❑ N/A
agendized for City Council approval *
*City Council approval required for Professional Services
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
2/7/2022
Date of City Council approval
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
6
_
Project Manager
Forward signed original agreements to City 2/8/2022
Attorney with printed copy of this routing form
AD
7
City Attorney
Review and approve hard copy of signed
agreement
8
City Attorney
Review and approve insurance in PINS, and bonds
2J/p/20Z
(for Public Works Contracts)
9
City Manager/ Mayor
Agreement executed by City Council authorized
official
1S 2L
10
City Clerk
Attest signatures, retains original agreement and'
—
forwards copies to Project Manager