HomeMy WebLinkAboutCC Resolution 14068 (Transit Center Relocation)RESOLUTION NO. 14068
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT
TO THE PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN
AND ASSOCIATES IN AN AMOUNT OF $18,320 FOR ADDITIONAL WORK
RELATED TO THE TAM GRANT FOR THE FULL OR PARTIAL
RELOCATION OF THE SAN RAFAEL TRANSIT CENTER DUE TO
THE IMPACT OF SMART RAIL OPERATIONS, AND APPROVING AND
AUTHORIZING THE CITY MANAGER TO EXECUTE A SUPPLEMENTAL,
NON -GRANT FUNDED PROFESSIONAL SERVICES AGREEMENT WITH
KIMLEY-HORN FOR ADDITIONAL WORK ON THAT PROJECT, AND
RESCINDING CITY COUNCIL RESOLUTION NO. 14041
WHEREAS, in 2004, the City Council adopted General Plan 2020, which
included a number of policies related to the two planned Sonoma Marin Area Rail Transit
("SMART") rail stations in San Rafael, to be located in Downtown and at the Civic
Center; and
WHEREAS, staff pursued grant funding for planning the areas around these
stations consistent with General Plan 2020 policies and programs including: G -23b
Grants, NH -88a Transit Oriented Development, NH 88b Safe Walkways and Bikeways,
NH 36 Hetherton Office District, C17 Regional Transit Options and SMART, C18 Local
Transit Options, and C20 Intermodal Transit Hubs; and
WHEREAS, in 2009, City staff and staff from other agencies met to prepare and
submit a Station Area Plan grant application to the Metropolitan Transportation
Commission ("MTC"). The public agency partners for the Downtown Station Area Plan
were the City of San Rafael, SMART, Golden Gate Bridge Highway and Transportation
District, Marin Transit District, and the Transportation Authority of Marin ("TAM"),
collectively the Joint Project Team ("JPT"); and
WHEREAS, the JPT partner agencies provided grant matching funds in the
amount of $97,000. The City of San Rafael provided matching funds of $1,000, SMART
provided $41,000, Golden Gate Bridge Highway and Transportation District provided
$33,000, Marin Transit District provided $20,000, and the Transportation Authority of
Marin provided $2,000; and
WHEREAS, on May 3, 2010, the City Council authorized the City Manager to
Accept and Expend a Grant in the Amount of $528,000 from the Metropolitan
Transportation Commission for Station Area Plans for the Downtown and Civic Center
San Rafael Stations, of which a total of $488,000 was for the Downtown Station Area
Plan; and
WHEREAS, the City Council appointed the Citizens Advisory Committee on
Economic Development and Affordable Housing ("CAC"), formerly the Citizens'
Advisory Committee on Redevelopment, which represents neighborhood, business, and
property owners in San Rafael, including the Downtown, to work with the community to
develop the Downtown San Rafael Station Area Plan and to advise the City Council on
such Area Plan; and
WHEREAS, between July 2010 and March 2012, the CAC worked on the Draft
Station Area Plan at sixteen meetings; reviewed background data; participated in two
walking tours of the area; hosted two community outreach workshops, and conducted a
series of presentations on the Draft Station Area Plan including presentations to the
Boards of TAM and Marin Transit, the Transportation Committee of the Golden Gate
Bridge and Transportation District, the San Rafael Design Review Board, and the San
Rafael Planning Commission; and
WHEREAS, on April 2, 2012, the CAC presented its recommended Downtown
San Rafael Station Area Plan to the City Council, and the City Council accepted the Plan;
and
WHEREAS, on April 2, 2012 the City Council of the City of San Rafael also
directed staff to pursue implementation of the Station Area Plan as infrastructure grant
funding and staff resources became available; and
WHEREAS, in December 2013, the City of San Rafael, in conjunction with the
Marin Transit District and the Golden Gate Bridge and Highway District, the owner of
the San Rafael Transit Center, applied to TAM for a Priority Development Area ("PDA")
grant to study options for an integrated transit center in Downtown San Rafael. This
study is necessary due to the negative impact on the existing transit center from the future
SMART extension to Larkspur; and
WHEREAS, in December 2013, the City of San Rafael also applied to TAM for
a Priority Development Area ("PDA") grant to study parking and way -finding in and
around the Downtown SMART Station; and
WHEREAS, TAM approved funds in the amount of $254,990 plus a required
$33,330 match for a total cost of $288,320 for further studies related to the relocation of
the transit center, and $222,491 plus a required local match of $29,082 for a total of
$251,573 for the parking and way -finding study; and
WHEREAS, on December 1, 2014 the San Rafael City Council accepted a grant
from TAM pursuant to Cooperative Funding Agreement No. 2014-019 between the City
of San Rafael and TAM for the two grants; and
WHEREAS, the City Council's action on December 1, 2014 to accept the two
grants from TAM pursuant to Cooperative Funding Agreement No. 2014-019, also
approved the appropriation of $33,330 from the General Fund for the required local
match for the transit center relocation study; and
WHEREAS, on February 24, 2015, a team consisting of staff from the City of
San Rafael, the Golden Gate Bridge Highway and Transportation District, and the Marin
Transit District (hereafter, collectively, the "Agencies"), interviewed three consulting
firms for the transit center relocation study, and Kimley-Horn and Associates ("Kimley-
Horn") received the highest ranking; and
WHEREAS, the Kimley-Horn cost proposal for transit center relocation was for
a total of $266,097.93; and
WHEREAS, on April 20, 2015 the City Council authorized the City Manager to
enter into a professional services agreement with Kimley-Horn in an amount not to
exceed $270,000 (the "2015 Kimley-Horn Agreement"), thereby leaving an additional
amount of $18,320 in grant funds still available for transit center relocation studies; and
WHEREAS, staff of the Agencies and consultants have diligently worked to
complete the scope of work; and have recommended that it is necessary to expand the
work to be performed in connection with the transit center relocation studies, as set forth
in the "Contract Amendment Scope of Services," attached hereto as Exhibit A and
incorporated herein by reference; and
WHEREAS, staff has recommended that the City Council approve the use of the
residual grant funds of $18,320 towards performance of a portion of the services set forth
in Exhibit A; and to that end, have recommended that the Council amend the 2015
Kimley-Horn Agreement in that amount; and
WHEREAS, staff has also recommended that the City Council approve a
supplemental professional services agreement with Kimley-Horn, in the amount of
$80,000, to obtain the remainder of the services set forth in Exhibit A that cannot be
addressed with grant funds under the 2015 Kimley-Horn Agreement; and
WHEREAS, each of the Agencies would be responsible for an equal share of the
additional contract amount, in addition to the match required for the TAM grant, for a
total contribution from each of the Agencies of $37,777.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF SAN RAFAEL as follows:
1. The City Council hereby approves the proposed expanded scope of work set
forth in the "Contract Amendment Scope of Services" attached as Exhibit A.
2. The City Council authorizes the City Manager to execute an amendment to the
2015 Kimley-Horn Agreement, in a form approved by the City Attorney, to
increase the contract amount thereunder by an additional amount of $18,320
in TAM grant funds, to secure a portion of the services set forth in Exhibit A.
3. The City Council authorizes the City Manager to execute a supplemental
professional services agreement with Kimley-Horn, in a form approved by the
City Attorney, in an amount not to exceed $80,000 in non -TAM grant funds,
for the remaining portion of the services set forth in Exhibit A not covered by
the approved amendment of the 2015 Kimley-Horn Agreement.
4. City Council Resolution No. 14041 is hereby rescinded.
I, ESTHER 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 City Council of said City held on Tuesday, the 16th of February, 2016, by the
following vote, to wit:
AYES: COUNCILMEMBERS: Bushey, Colin, McCullough & Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Gamblin
�A A--
ESTHER BEIRNE, City Clerk
AMENDMENT TO
AGREEMENT FOR PROFESSIONAL SERVICES
WITH KIMLEY-HORN AND ASSOCIATES, INC.
FOR SAN RAFAEL TRANSIT CENTER RELOCATION
THIS AMENDMENT to Agreement for Professional Services with Kimley-Horn and
Associates, Inc. for San Rafael Transit Center Relocation is made and entered into as of the 8t' day
of December, 2015, by and between the LOCAL AGENCY OF SAN RAFAEL (hereinafter
"LOCAL AGENCY"), and Kenley -Horn and Associates, Inc., a corporation, (hereinafter
"CONSULTANT").
RECITALS
WHEREAS, LOCAL AGENCY and CONSULTANT entered into a two-year
"Agreement for Professional Services with Kimley-Horn and Associates, Inc. for San Rafael Transit
Center Relocation" dated May 1, 2015 (the "2015 Agreement"), pursuant to which
CONSULTANT agreed to provide designated services to LOCAL AGENCY from May 1, 2015
through May 1, 2017 for the San Rafael Transit Center Relocation project; and
WHEREAS, LOCAL AGENCY and CONSULTANT wish to extend and expand the
Services covered by the 2015 Agreement and to increase the compensation to CONSULTANT
thereunder;
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
1. ARTICLE II of the 2015 Agreement, entitled "STATEMENT OF WORK," is hereby
amended to include the additional work described in the "Amendment to Exhibit A Scope of
Services from contract dated May 1, 2015" dated December 8, 2015, attached hereto as
Attachment "1" and incorporated herein by reference.
2. ARTICLE V of the 2015 Agreement, entitled "ALLOWABLE COSTS AND
PAYMENTS" is hereby amended to increase the total amount payable by LOCAL AGENCY
under the 2015 Agreement by the sum of Eighteen Thousand Three Hundred Twenty Dollars
($18,320.00), for a total contract amount not -to -exceed Two Hundred Eighty -Eight Thousand Three
Hundred Twenty Dollars ($288,320.00), and the following terms shall apply to the 2015 Agreement
with respect to the services and fees affected by this Amendment:
a. The Fixed Fee is $27,534 for the 2015 Agreement. This Amendment does not
increase the fixed fee.
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b. The remaining Fixed Fee in the 2015 Agreement shall be included with
CONSULTANT'S Final Invoice.
c. Direct (including direct labor) and indirect charges shall be shown on a cost basis
only.
d. Overhead, Fringe and Indirect cost rates shall be confirmed by audit to be submitted
by CONSULTANT before first invoice.
e. Invoices for all direct hours worked shall show employee name, date of work, and
hourly pay.
f. No markups shall be allowed on direct or indirect costs including sub -consultants.
g. CONSULTANT shall be reimbursed for travel costs associated with travel to/from
the CONSULTANT'S Bay Area offices to meetings and site visits in San Rafael.
CONSULTANT shall not be reimbursed for costs associated with
CONSULTANT'S travel between CONSULTANT'S offices. Mileage is allowable
under the current IRS rate. Mileage and travel expense will be listed on each invoice.
3. Except as specifically amended herein, all other terms and conditions of the 2015
Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day,
month and year first above written.
LOCAL AGENCY OF SAN RAFAEL
k
.rMSCI Ll ]TZ, LOCAI(A iNCY Manager
ATTEST:
ESTHER C. BEH?NE, LOCAL AGENCY Clerk
APPROVED AS TO FORM:
CONSULTANT
By: a4'A'
Name:_UvA �a,��xi'� , F -JF
Title: A-55%0,—,-
ROBERT F. EPSTEIN, OCA(AGENCY Attorney
2
ATTACHMENT "1"
Dated December 8, 2015
Amendment to Exhibit A Scope of Services from contract dated May 1, 2015
Task 8: Public/General Manager Presentations
- One Presentation to Marin Transit Board
- Two Presentations to meeting of joint Boards
- Two General Manager Meetings
- Two rounds of preparation and presentation of a presentation to up to three
boards/agencies/commissions
12/8/2015
AGREEMENT FOR PROFESSIONAL SERVICES
WITH KIMLEY-HORN AND ASSOCIATES, INC.
FOR SAN RAFAEL TRANSIT CENTER RELOCATION STUDY
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THIS AGREEMENT is made and entered as of the 80' day of December, 2015, by and
between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Kinley-Horn and Associates
(hereinafter "CONSULTANT").
RECITALS
WHEREAS, on May 1, 2015, the CITY and CONSULTANT entered into an
agreement("2015 Agreement") for a San Rafael Transit Center Relocation Study; and
WHEREAS, the funding for the 2015 Agreement was provided by the Transportation
Authority of Marin ("TAM") in an amount of $254,990 plus a required $33,330 match for a total
cost of $288,320, and the CITY, Marin Transit Authority ("MTA"), and the Golden Gate Bridge
Highway and Transit District ("GGBHTD") agreed to jointly fund the required $33,330 local
match; and
WHEREAS, on December 1, 2014 CITY's City Council accepted the grant from TAM
pursuant to Resolution 13844; and
WHEREAS, CITY's City Council approved a contract with CONSULTANT on April 20,
2015 for a not to exceed amount of $270,000, to be funded from the TAM grant, leaving a
contingency amount of $18,320 between the grant amount and the CONSULTANT award; and
WHEREAS, CONSULTANT has diligently pursued the work outlined in the 2015
Agreement, and has requested additional funding to address additional tasks requested by CITY,
MTA and GGBHTD; and
WHEREAS, on December 7, 2015, the CITY's City Council approved an additional
agreement with CONSULTANT in an amount not to exceed $80,000 pursuant to Resolution
14041; and
WHEREAS, on February 16, 2016, CITY's City Council rescinded Resolution 14041 and
in its place adopted Resolution 14068 approving this Agreement between CITY and
CONSULTANT using non -grant funds in an amount not to exceed $80,000, and a separate
amendment to the 2015 Agreement in an amount not to exceed $18,320, all for the services of
CONSULTANT described in the "Contract Amendment Scope of Services" dated December 8,
2015, attached hereto as Attachment "1" and incorporated herein by reference; and
WHEREAS, CITY, MTA and GGBHTD have agreed to jointly fund this $80,000
Agreement between CITY and the CONSULTANT, and the TAM grant will be the source of
funding for the $18,320 amendment to the 2015 Agreement.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
PROJECT COORDINATION.
A. CITY'S Project Manager. The Economic Development Manager is hereby
designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall
supervise all aspects of the progress and execution of this 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. Adam Dankberg 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.
Under this Agreement CONSULTANT shall perform all duties and/or provide all services
shown in the "Contract Amendment Scope of Services" attached hereto as Attachment "1" and
incorporated herein by reference.
3. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4, and provide overall project
management and provide all background materials as requested by the CONSULTANT.
4. COMPENSATION.
For the full performance of the services described herein by CONSULTANT, CITY shall
pay CONSULTANT in an amount not to exceed $80,000. Payment will be made monthly upon
receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. Invoices
shall detail the work performed on each milestone and each project as applicable.
TERM OF AGREEMENT.
The term of this Agreement shall be for one year commencing on December 8, 2015 and
ending on December 7, 2016. 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.
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.
7. OWNERSIIIP 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.
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
perfoilned under this Agreement, a professional liability insurance policy in the minimum amount
of two million dollars ($2,000,000) per occurrence/four million dollars ($4,000,000) 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 and employer's liability insurance, as required by the State Labor Code and other
applicable laws and regulations, and as necessary to protect both CONSULTANT and CITY
against all liability for injuries to CONSULTANT's officers and employees. 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, 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 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
noncontributoiy 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
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 parry. 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 volicv lanLuaze or specific endorsements
evidencinLy the other insurance requirements set forth in this Aereement. 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'
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
y
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, CONSULTANT 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 CONSULTANT 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 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 parry, any benefit or right owed by one party, under the terms and conditions of this
Agreement, to the other party.
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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: Stephanie Lovette
City of San Rafael
1400 Fifth Avenue
P.O. Box 151560
San Rafael, CA 94915-1560
TO CONSULTANT's Project Director: Adam Dankberg
Kirnley-Horn and Associates, Inc.
1300 Clay Street, Suite 325
Oakland, CA 94612
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 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 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
terns 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 / 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. 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
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JIM SoM% City M er
ATTEST:
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ESTHER C. BEIRNE, City Clerk
APPROVED AS TO FORM:
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ROBERT F. EPSTEIN, 4:ity Ate ey
CONSULTANT
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Name: Acraw� ��t�Cyc Imo•
Title: A5S►S-i
ATTACHMENT "1"
Dated December 8, 2015
Contract Amendment Scope of Services
Outline of Remaining Effort Consistent with Updated Budget Summary
Task 3: Alternatives Evaluation
- Refine Layouts and Operational Configuration of 3 Long -Term Alternatives
- Provide to Transit Agencies for Review of Operational Configuration
- Based on City's model, identify traffic circulation ramifications on the alternatives and adjust
operational and driveway configuration accordingly
- Identify potential locations for kiss -and -ride, taxis, shuttles, and Airporters
- Calculate changes in revenue miles and estimate bus travel time impacts with each alternative
- Calculate the number of transferring crossing major streets for each alternative
- Prepare Acquisition Cost Estimates
- Evaluation Matrix and Memorandum
Task 4: Real Estate Evaluation
- Unchanged. Strategic Economics to perform evaluation with support from KHA on land use and
access/circulation
Task 5: Preparation of the Conceptual Plan
- Refinements to the selected alternative
- Refinements to the operations of the selected alternative
- Placement of ancillary uses (taxis, shuttles, airporters, customer service facilities)
- Cost Estimates
- Concept Plan
Task 6: Transition Strategies
- Refinements to Concept 3 and Concept 3 Operations Plan
- Meeting with Golden Gate Transit to discuss bus movements and operations
- One round of review of operations and layouts from transit agencies
- Cost estimates
- Assessment of traffic conditions on interim concepts
- Compare operational and circulation effects of interim concepts
- Prepare memorandum on interim estimates and recommend preferred alternative
- Selection of preferred concept and update to illustrative figure
- Documentation of overall transition strategy from existing to interim to construction of long-
term to long-term solution
12/8/2015
Task 7: Analysis of Reuse Options for Existing Bettini Center
- Identification of potential land use plans for Bettini Center
- Further investigation of parking garage feasibility
Task 9: Draft and Final Report
- Draft and Final Report
Task 10: Project Management/JPT Meetings
- Monthly meetings through February (5 meetings total)
12/8/2015
PROFESSIONAL SERVICES AGREEMENT/CONTRACT
COMPLETION CHECKLIST AND ROUTING SLIP
Below is the process for getting your professional services agreements/contracts finalized and
executed. Please attach this "Completion Checklist and Routing Slip" to the front of your
contract as you circulate it for review and signatures. Please use this form for all professional
services agreements/contracts (not just those requiring City Council approval).
This process should occur in the order presented below.
Step Responsible Description Completion
Department Date
1 City Attorney Review, revise, and comment on draft
agreement. 3�/ o Ilk
2 Contracting Department Forward final agreement to contractor for
their signature. Obtain at least two signed
originals from contractor.
3 Contracting Department Agendize contractor -signed agreement for
Council approval, if Council approval
necessary (as defined by City Attorney/City
Ordinance*). h"):Pj��en . 2/4A4 City Attorney Review and approve fo f agreement; o
bonds, and insurance certificates and N�—
endorsements. 11 I
5 City Manager / Mayor / or Agreement executed by Council authorized
Department Head official.
6 City Clerk City Clerk attests signatures, retains original -�
agreement and forwards copies to the V
contracting department.
To be completed by Contracting Department:
Project Manager: Stephanie Lovette Project Name: Kimley-11orn Contract and Amendment
Agendized for City Council Meeting of (if necessary):
FPPC: ❑ , check if required
If you have questions on this process, please contact the City Attorney's Office at 485-3080.
* Council approval is required if contract is,over
�$20,000 on a cumulative basis.
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