HomeMy WebLinkAbout2011-07-18_cityofsanrafael_76029f22ac09db1af8677d002cce62bbCITY CF��
Agenda Item No: 3-T,
Meeting Date: July 18, 2011
SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Public Works
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Director of Public Works (LB)
City Manager Approval:,,''
File No.: 18.06.59
SUBJECT: A RESOLUTION ACCEPTING A PROPOSAL FROM SIEGFRIED
ENGINEERING, INC. FOR DESIGN AND ENVIRONMENTAL PERMITTING ASSISTANCE
FOR THE GRAND AVENUE PATHWAY CONNECTOR PROJECT AND AUTHORIZING THE
PUBLIC WORKS DIRECTOR TO ENTER INTO A PROFESSIONAL SERVICES
AGREEMENT WITH SIEGFRIED ENGINEERING INC. FOR AN AMOUNT NOT TO
EXCEED $158,984.00.
RECOMMENDATION: Adopt Resolution
BACKGROUND: Public Works Staff applied for grant funds for design and environmental
permitting assistance from the San Francisco Bay Trails Association to examine and design a key
pathway connection along Grand Avenue between Francisco Blvd East and Second Street. On April 4,
2011 City Council approved Resolution number 13130 authorizing the Public Works Director to enter
into an agreement with the Bay Trails Association in order to receive the grant funds.
As part of another project, the design of a 9 to 12 foot wide sidewalk/multi-use path along Francisco
Boulevard East between Bellam Boulevard and the southern end of the Grand Avenue Bridge was
completed. The portion between Bellam Boulevard and Vivian Way was recently constructed as part of
the Caltrans Highway 580/US 101 Connector project. Construction of the portion between Vivian Way
and the southern end of the Grand Avenue Bridge will occur as soon as funding is identified.
The Grand Avenue Pathway Connector project proposes to continue the 9 to 12 foot widened sidewalk on
the east side of Grand Avenue up to -Second Street, including modification to the existing bridge crossing
the San Rafael Canal. This project will include an environmental study, preparation of environmental
documents, and preparation of permit applications.
ANALYSIS: On June 15, 2011 staff mailed a Request for Proposals (RFP) to eighteen engineering
firms throughout the Bay Area. Qualified consultants submitted four proposals on June 30, 2011. On
July 12, 2011 representatives of the Department of Public Works and the Community Development
Department interviewed representatives of two consulting firms with the strongest proposals and
FOR CITY CLERK ONLY
File No.:
Council Meeting:
Disposition:
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
qualifications. Based on the interview, Siegfried Engineering, Inc. was selected as the most qualified and
experienced firm for this project.
FISCAL IMPACT: The total grant amount for this project is $200,000 with no local match required.
The proposal from Siegfried Engineering, Inc. falls within this amount. Currently, there is no funding
identified for the construction of this project.
OPTIONS: The Council can choose not to authorize the Public Works Director to enter into an
agreement with Siegfried Engineering Inc. which, due to timeline restrictions, will result in the
cancellation of this project.
ACTION REQUIRED: Adopt Resolution authorizing the Public Works Director to enter into an
agreement with Siegfried Engineering, Inc. for the referenced project.
Enclosures:
- Resolution
- Agreement, including Exhibits `A' and `B'
RESOLUTION NO.
A RESOLUTION ACCEPTING A PROPOSAL FROM SIEGFRIED
ENGINEERING, INC. FOR DESIGN AND ENVIRONMENTAL PERMITTING
ASSISTANCE FOR THE GRAND AVENUE PATHWAY CONNECTOR
PROJECT AND AUTHORIZING THE PUBLIC WORKS DIRECTOR TO
ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH
SIEGFRIED ENGINEERING INC. FOR AN AMOUNT NOT TO EXCEED
$158,984.00
WHEREAS, the Association of Bay Area Governments (ABAG)
solicited applications on behalf of the State Coastal Conservancy for the
development of the Bay Trail Project; and
WHEREAS, the City of San Rafael Department of Public Works
applied for $200,000 in funding for the design of the "Grand Avenue Pathway
Connector Project" and received approval; and
WHEREAS, the City staff determined that design services from
qualified consultants will be required for this project; and
WHEREAS, the most qualified consultant team is Siegfried
Engineering, Inc, with a fee in the amount of $158,984.00 (technical proposal
attached as Exhibit A).
NOW, THEREFORE, BE IT RESOLVED by the Council of
the City of San Rafael that it approves and authorizes the Public Works Director
to execute the Professional Services Agreement with Siegfried Engineering, Inc,
in an amount not to exceed $158,984, in a form approved by the City Attorney,
and authorizes the Public Works Director to take all necessary actions in
connection with this Agreement.
I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby
certify that the foregoing resolution was duly and regularly introduced and
adopted at a regular meeting of the Council of said City on the 18th day of July,
2011, by the following vote, to wit:
AYES: COUNCILMEMBERS:
NOES: COUNCILMEMBERS:
ABSENT: COUNCILMEMBERS:
ESTHER C. BEIRNE, City Clerk
File No.: 18.06.59
AGREEMENT
FOR PROFESSIONAL SERVICES WITH SIEGFRIED ENGINEERING, INC.
FOR GRAND AVENUE CONNECTOR PROJECT
This Agreement is made and entered into this day of , 2011 by and
between the CITY OF SAN RAFAEL [hereinafter "CITY"], and SIEGFRIED ENGINEERING, INC.
(hereinafter "CONTRACTOR").
WHEREAS, the CITY has determined that certain specialized professional services are
required for the Grand Avenue Pathway Connector project (hereinafter "PROJECT"); and
WHEREAS, the CONTRACTOR has offered to render such specialized professional
services in connection with this Project.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. PROJECT COORDINATION
A. CITY. The Public Works Director shall be the representative of the CITY for
all purposes under this Agreement. The Public Works Director is hereby designated the PROJECT
MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress
and execution of this Agreement.
B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT
DIRECTOR to have overall responsibility for the progress and execution of this Agreement for
CONTRACTOR, Paul J. Schneider 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 agrees to perform the services outlined in the proposal from
CONTRACTOR dated June 30th, 2011 marked Exhibit "A" attached hereto, and incorporated herein by
this reference. CONTRACTOR agrees to be available and perform the work specified in this Agreement
in the time frame as specified and as shown in Exhibit "A".
3. DUTIES OF THE CITY
CITY shall perform the duties as described in Exhibit "A" attached hereto and
incorporated herein.
4. COMPENSATION
For the full performance of the services described herein by CONTRACTOR,
CITY shall pay CONTRACTOR on a time and materials basis for services rendered in accordance with
the rates shown on the current fee schedule as described in Exhibit "B" attached and incorporated herein.
The total payment under this Agreement will not exceed $158,984.
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 from the date of execution until the Project
is complete.
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 ten
(10) 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 notice, to the reasonable satisfaction of the party giving
such notice, within thirty (30) days of the receipt of said notice.
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
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, 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.
Agreement • 2
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. 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 ($1,000,000) dollars per occurrence 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 ($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 ($1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of
services under this Agreement.
B. The insurance coverage required of the CONTRACTOR by Section 10.
A., shall also meet the following requirements:
1. The insurance shall be primary with respect to any insurance or
coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution;
2. Except for professional liability insurance, the insurance policies
shall be endorsed for contractual liability and personal injury;
3. Except for professional liability insurance, the insurance policies
shall be specifically endorsed to include the CITY, its officers, agents, and employees as additionally
named insureds under the policies;
4. CONTRACTOR shall provide to PROJECT MANAGER, (a)
Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific
endorsements naming CITY, its officers, agents and employees, as additional insureds under the policies;
5. The insurance policies shall provide that the insurance carrier
shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except
upon thirty (30) days written notice to CITY's PROJECT MANAGER;
Agreement • 3
6. 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;
7. The insurance policies shall provide for a retroactive date of
placement coinciding with the effective date of this Agreement;
8. The insurance shall be approved as to form and sufficiency by
PROJECT MANAGER and the CITY's Attorney.
C. 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.
D. Any deductibles or self-insured retentions in CONTRACTOR's
insurance policies must be declared to and approved by the PROJECT MANAGER and the City
Attorney. 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.
11. INDEMNIFICATION
(a) Except as provided in Paragraph (b), CONTRACTOR shall indemnify,
release, defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit,
judgment, loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in
any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or
CONTRACTOR's officers, agents and employees in the performance of their duties and obligations
under this Agreement.
(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 CITY, its officers, and employees, against any claim, demand, suit,
judgment, loss, liability or expense of any kind, including attorney's fees, that arises out of, pertains to,
or relates to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of
its duties and obligations under this Agreement.
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.
Agreement • 4
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, ordinance, 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: Nader Mansourian, (Project Manager)
City of San Rafael
111 Morphew Street
P.O. Box 151560
San Rafael, CA 94915-1560
TO CONTRACTOR: Paul Schneider (Project Director)
111 N. Market Street
Suite 300
San Jose, CA 95113
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.
Agreement • 5
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 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
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
Agreement • 6
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 SIEGFRIED ENGINEERING, INC.
NADER MANSOURIAN
Public Works Director
ATTEST:
ESTHER C. BEIRNE, City Clerk
APPROVED AS TO FORM:
ROBERT F. EPSTEIN, City Attorney
File No.: 18.06.59
Title:
Agreement • 7
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REVISED SCOPE OF SERVICES
The following is a detailed Scope of Services for the design of either a free span pedestrian and bicycle bridge or a
cantilever and lane narrowing modification of the existing bridge. The design of a new bridge is excluded from this scope
due to it's infeasibility. Given this exclusion, a geotechnical study will only be necessary for the free span bridge
alternative and traffic signal modifications will only be necessary for the potential lane realignment under the cantilever
design alternative. Said design elements and/or reports are reflected in the attached fee breakdown chart.
TASK 1 - PROJECT MANAGEMENT AND COORDINATION
Siegfried will communicate regularly with City staff as required.
• Siegfried will schedule, chair, and prepare meeting agendas and minutes, and submit to the City for review five (5)
working days before the meeting.
• Siegfried will provide all contract management and quality control services throughout the duration of the
project.
• Siegfried is committed to delivering a high quality product on budget and schedule.
• Siegfried will assist the City with obtaining all necessary permits for the construction phase of this project.
• Deliverables - Project schedule and updates, meeting agendas and minutes for all design and coordination
meetings, and permit applications for City submittal.
TASK 2 - PRELIMINARY DESIGN, SURVEYS, AND PUBLIC OUTREACH
Siegfried will conduct all field, topographic, and control surveys including limits of City public right-of-way.
Siegfried will complete all preliminary design calculations as necessary.
Siegfried will conduct a preliminary environmental review and identify areas of potential environmental impact
and permit requirements.
Siegfried will prepare documentation for, and conduct one (1) public outreach meeting to aid in building public
consensus for the two identified alternatives the City has opted to pursue.
Siegfried will prepare a preliminary construction cost estimate for up to two (2) design alternatives.
Prepare a preliminary basis of design report for each of the two design alternatives.
TASK 3 - 35% CONCEPTUAL DRAWINGS
Siegfried will prepare conceptual design drawings.
Siegfried will provide a Basis of Design Report for the 35% submittal.
Siegfried will provide a conceptual construction cost estimates for the preferred design alternative.
Note: it is expected that upon completion of the preliminary design phase the preferred alternative will be
selected prior to the start of the 35% design.
Deliverables - Five (5) sets of 35% design plans, basis of design report, and conceptual construction cost
estimate. An electronic copy of the plans will be provided in a format readable by AutoCAD 2010 and
supplied in PDF format.
TASK 4 - 65% DESIGN SUBMITTAL
Siegfried will prepare preliminary drawings and project specifications.
Siegfried will provide a Basis of Design Report for the 65% submittal.
Siegfried will provide a construction cost estimate for the preferred option selected at the completion of Task 3.
Deliverables - Five (5) sets of 65% design plans, basis of design report, and construction cost estimate. An
electronic copy of the plans will be provided in electronic format readable by AutoCAD 2010 and supplied in
PDF format.
TASK 5 - 95% DESIGN SUBMITTAL
Siegfried will prepare, for City review, 95% construction drawings, project specifications, and other documents
which will be construction ready.
FAA Irniscoh\0111 Grand Avenue\REVISED SCOPE OF SERVICES Rev1.doc
SI GFRIt
• Siegfried will provide the City with a 95% Basis of Design Report to support the design elements of
construction documents. Basis of Design will include calculations.
• Siegfried will provide a detailed construction cost estimate based on the 95% design.
• Deliverables - Five (5) sets of 95% plans, Basis of Design Report, and construction cost estimate. One (1)
hard copy of the final specifications and cost estimate, and an electronic copy of the final specifications and
cost estimate in Word 2003 and PDF format. An electronic copy of the plans will be provided in electronic
format readable by AutoCAD 2010 and supplied in PDF format.
TASK 6 - FINAL DESIGN SUBMITTAL
Siegfried will prepare final construction drawings and contract specifications based upon the approved 100%
comments including any adjustments to the program which will be approved by the City.
Siegfried will provide a final detailed construction cost estimate.
Siegfried will submit a complete list of the testing and submittals required for each project.
Deliverables - One (1) set of 22" x 34" original reproducible Mylar or bond copy of plans signed by the
appropriate design engineer. One (1) set of 11" x 17" half size bond copy of plans signed and sealed by the
appropriate design engineer. An electronic copy of plans a format readable by AutoCAD 2010 will be
provided. One (1) hard copy of the final specification and cost estimate, and an electronic copy of the final
specification and cost estimate in Word 2003 will be provided. All electronic files of all deliverables will be
delivered in PDF format.
TASK 7 - ENVIRONMENTAL COMPLIANCE AND PERMITTING
• Siegfried will be responsible for preparing, submitting, and obtaining all required permits and environmental
review documentation required by state, local, and jurisdictional agencies needed to ensure this project is cleared
for construction as soon as funding becomes available.
• Siegfried will prepare appropriate California Environmental Quality Act (CEQA) documents and any associated
technical studies required to clear the project for construction. A Categorical Exemption (CE) is anticipated for
Option B, however, the scope includes an Initial Study (IS) and Mitigated Negative Declaration (MND) in case the
traffic impacts during construction or habitat alterations due to a cantilever are found to be significant.
• Siegfried will prepare a schedule of permits with the required timelines to ensure each permit is obtained prior to
the start of construction.
• All environmental documents will be prepared in preliminary and final draft stated for City review, and will
incorporate any comments made during the preliminary document review. It is anticipated that one review by the
City will be sufficient.
• The following environmental documents, studies, permits, agreements, and activities may be required:
o Construction -related traffic and staging impact analysis
o Determined to not be required for either alternative proposed due to the fact that notification is only
required by any person, business, state or local government agency, or public utility that proposes an
activity that will:
■ substantially divert or obstruct the natural flow of any river, stream or lake
■ substantially change or use any material from the bed, channel, or bank of, any river, stream, or
lake
• deposit or dispose of debris, waste, or other material containing crumbled, flaked, or ground
pavement where it may pass into any river, stream, or lake
o RWQCB Clean Water Act Section 401 Water Quality Certification
o US Army Corps of Engineers CWA Nationwide Permit
o San Francisco BCDC Permit
o U.S. Coast Guard Bridge Permit
o State Lands Lease Evaluation
• Deliverables - Preliminary and final permit applications for submittal by the City and preliminary and final CEQA
documentation for submittal by the City. 20 copies will be provided in total to the State clearing house and the City.
FAA I nniscoh\01 11 Grand Avenue\REVISED SCOPE OF SERVICES Rev1.doc
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EXCLUSIONS
• If signal pole and signal head modifications to are required due to lane shifts; modifications to signal controller
assemblies and service enclosures are not included in the scope of work,
• All permit fees will be paid by the City.
• Design of the prefabricated steel bridge is excluded from the scope if the free span bridge alternative is selected,
only the abutments and the related structural design are included. Steel bridge is design by the manufacturer.
• For the public outreach meeting the public notifications and mailers will be prepared, reproduced, mailed, and
arranged by City forces.
F:\11 miscoh\0111 Grand Avenue\REVISED SCOPE OF SERVICES Rev1.doc
WORK BREAKDOWN CHART FOR
GRAND AVENUE PATHWAY CONNECTOR PROJECT
JULY 12,2011
Siegfried Engineering, Inc.