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PW Southern Heights Bridge ReplacementAGREEMENT FOR PROFESSIONAL SERVICES WITH MARK THOMAS AND COMPANY, INC. FOR THE SOUTHERN HEIGHTS BRIDGE REPLACEMENT PROJECT ARTICLE I INTRODUCTION A. This contract is entered into as of the IT#day of June, 2016, by and between the following named, hereinafter referred to as, CONSULTANT, and the following named, hereinafter referred to as, LOCAL AGENCY: The name of the CONSULTANT is as follows: MARK THOMAS AND COMPANY, INC. Incorporated in the State of CALIFORNIA The Project Manager for the "CONSULTANT" will be JULIE PASSALACOUA The name of the "LOCAL AGENCY" is as follows: CITY OF SAN RAFAEL The Contract Manager for the LOCAL AGENCY will be KEVIN McGOWAN, Interim Public Works Director. B. The work to be performed under this contract is described in Article II.. C. Except as otherwise provided in Paragraph D, CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by LOCAL AGENCY, and hold harmless LOCAL AGENCY, its officers, agents, employees and volunteers (collectively, the "LOCAL AGENCY 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 LOCAL AGENCY Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the LOCAL AGENCY Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the LOCAL AGENCY 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 LOCAL AGENCY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the LOCAL AGENCY 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 LOCAL AGENCY Indemnitees or at LOCAL AGENCY'S option reimburse the LOCAL AGENCY Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. D. 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 LOCAL AGENCY 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 LOCAL AGENCY. V. L Page l of 1' E. 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. F. The CONSULTANT and the agents and employees of CONSULTANT, in the performance of this agreement, shall act in an Independent Contractor capacity and not as officers or employees or agents of the LOCAL AGENCY. G. The LOCAL AGENCY may terminate this Agreement with CONSULTANT should CONSULTANT fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, the LOCAL AGENCY may proceed with the work in any manner deemed proper by the LOCAL AGENCY. If the LOCAL AGENCY terminates this agreement with the CONSULTANT, LOCAL AGENCY shall pay CONSULTANT the sum due the CONSULTANT under this agreement prior to termination, unless the cost of completion to the LOCAL AGENCY exceeds the funds remaining in the contract. In which case the overage shall be deducted from any sum due the CONSULTANT under this agreement and the balance, if any, shall be paid the CONSULTANT upon demand. H. Without the written consent of the LOCAL AGENCY, this agreement is not assignable by CONSULTANT either in whole or in part. I. No alteration or variation of the ten -ns of this contract shall be valid, unless made in writing and signed by the parties hereto; and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto. J. The consideration to be paid to CONSULTANT as provided herein, shall be in compensation for all of CONSULTANT's expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided. ARTICLE iI STATEMENT OF WORK The CONSULTANT shall perform the services specified in phase 1 of the Scope of Work, dated May 16, 2016, is attached hereto as Exhibit A and incorporated herein by reference. If there is any conflict between the terms of theCost Proposal, attached hereto as Exhibit B, and the terns of this Agreeement , the terns of this Agreement shall take precedence. ARTICLE III CONSULTANT'S REPORTS AND/OR MEETINGS A. The CONSULTANT shall submit progress reports at least once a month with the progress invoice. The report should be sufficiently detailed for the Contract Manager to determine, if the CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed. B. The CONSULTANT's Project Manager shall meet with the LOCAL AGENCY's Contract Manager, as needed, to discuss progress on the contract. ARTICLE IV PERFORMANCE PERIOD A. This Agreement shall become effective as of the date first hereinabove written , and the CONSULTANT shall commence work after notification to proceed by the LOCAL AGENCY'S Page 2 of 17 Contract Manager. This Agreement shall end upon completion of the work to the satisfaction of the LOCAL AGENCY'S Contract Manager. B. The CONSULTANT is advised that any recommendation for contract award is not binding on the LOCAL AGENCY until the contract is fully executed and approved by the LOCAL AGENCY. ARTICLE V ALLOWABLE COSTS AND PAYMENTS A. The LOCAL AGENCY will compensate the CONSULTANT based on a time and materials basis, with a maximum "not to exceed" fee $241,568.00 as set forth in the CONSULTANT's Cost Proposal as being the maximum cost to perform all work as being the maximum cost to perform all work under this Agreement which covers phase 1 work only. Tasks identified in the CONSULTANT's Scope of Work as "optional," (i.e. Extended Phase I Archaeological Survey, Air Quality Impact Assessment, Acoustical Screening Assessment, and Construction Support) shall only be performed after receipt of LOCAL AGENCY approval in writing. The Cost Proposal fee shall include all direct costs and overhead costs such as, but not limited to, transportation, communications, subsistence and materials, and any subcontracted items of work. B. The CONSULTANT will not be reimbursed for actual costs (direct or overhead costs) that exceed the approved CONSULTANT'S Cost Proposal fee, unless additional reimbursement is provided for by amendment of the Agreement. In the event that the LOCAL AGENCY determines that a change to the work from that specified in the Cost Proposal and contract is required, the contract time and/or actual costs reimbursable by the LOCAL AGENCY shall be adjusted by amendment of the Agreement to accommodate the changed work. The maximum total cost as specified in the approved CONSULTANT'S Cost Proposal shall not be exceeded, unless authorized by amendment of the Agreement. C. Progress payments will be made monthly based on actual hours, hourly costs, and support service costs charged to the project. Progress payments will only be processed upon receipt of itemized invoice and progress report submitted to the LOCAL AGENCY. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in the Statement of Work, the LOCAL AGENCY shall have the right to delay payment and/or terminate this Agreement in accordance with the provisions of Article VI Tennination. D. No payment will be made prior to approval of any work, nor for any work perfonned prior to approval of this contract. E. The CONSULTANT will be compensated , as promptly as fiscal procedures will pen -nit upon receipt by the LOCAL AGENCY's Contract Manager of an itemized invoice. Invoices and progress reports shall be submitted no later than 45 -calendar days after the performance of work for which the CONSULTANT is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall reference this contract number and project title. Final invoice must contain the final cost and all credits due the LOCAL AGENCY including any equipment purchased under the provisions of Article XVI Equipment Purchase of this contract. The final invoice should be submitted within 60 -calendar days after completion of the CONSULTANT's work. Invoices shall be mailed to the LOCAL AGENCY's Contract Manager at the following address: City of San Rafael Attention: Kevin McGowan 111 Morphew Street San Rafael, CA 94901 Page 3 of 17 G. CONSULTANT agrees that LOCAL AGENCY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes LOCAL AGENCY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. ARTICLE VI 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 LOCAL AGENCY 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 LOCAL AGENCY as soon as possible, but not later than thirty (30) days after termination. ARTICLE VII FUNDING REQUIREMENTS A. It is mutually understood between the parties that this contract may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the agreement were executed after that determination was made. B. This agreement is valid and enforceable only, if sufficient funds are made available to the LOCAL AGENCY for the purpose of this contract. In addition, this agreement is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or LOCAL AGENCY governing board that may affect the provisions, terms, or funding of this contract in any manner. C. It is mutually agreed that if sufficient funds are not appropriated, this contract may be amended to reflect any reduction in funds. D. The LOCAL AGENCY has the option to void the contract under the 30 -day cancellation clause, or by mutual agreement to amend the contract to reflect any reduction of funds. ARTICLE VIII CHANGE IN TERMS 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 LOCAL AGENCY. Page 4 of 17 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 LOCAL AGENCY. 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. F. There shall be no change in the CONSULTANT's Project Manager or members of the project team, as listed in the approved Scope of Work, which is a part of this contract without prior written approval by the LOCAL AGENCY's Contract Manager. G. The CONSULTANT shall only commence work covered by an amendment after the amendment is executed and notification to proceed has been provided by the LOCAL AGENCY's Contract Manager. ARTICLE IX DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION A. The Agency has established a DBE goal for this Agreement of 15.0%. B. DBEs and other small businesses are strongly encouraged to participate in the performance of Agreements financed in whole or in part with federal funds (See 49 CFR 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs"). The CONSULTANT should ensure that DBEs and other small businesses have the opportunity to participate in the performance of the work that is the subject of this solicitation and should take all necessary and reasonable steps for this assurance. The CONSULTANT shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. C. CONSULTANTs are encouraged to use services offered by financial institutions owned and controlled by DBEs. D. It is the CONSULTANT's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the Department's DBE program developed pursuant to the regulations. Particular attention is directed to the following: 1. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP). 2. A certified DBE may participate as a prime contractor, subcontractor, joint venture partner, as a vendor of material or supplies, or as a trucking company. A DBE proposer not proposing as a joint venture with a non -DBE, will be required to document one or a combination of the following: i. The proposer is a DBE and will meet the goal by performing work with its own forces. ii. The proposer will meet the goal through work performed by DBE subcontractors, suppliers or trucking companies. iii. The proposer, prior to proposing, made adequate good faith efforts to meet the goal. Page 5 of 17 4. A DBE joint venture partner must be responsible for specific contract items of work or clearly defined portions thereof. Responsibility means actually performing, managing, and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint venture commensurate with its ownership interest. 5. A DBE must perform a commercially useful function pursuant to 49 CFR 26.55, that is, a DBE firm must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work. 6. The proposer shall list only one subcontractor for each portion of work as defined in their proposal and all DBE subcontractors should be listed in the bid/cost proposal list of subcontractors. 7. A prime contractor who is a certified DBE is eligible to claim all of the work in the Agreement toward the DBE participation except that portion of the work to be performed by non -DBE subcontractors. E. CONSULTANTS shall adhere to the following regarding subconsultants: Nothing contained in this Agreement or otherwise, shall create any contractual relation between the LOCAL AGENCY and any subconsultant, and no subcontract shall relieve the CONSULTANT of his/her responsibilities and obligations hereunder. The CONSULTANT agrees to be as fully responsible to the LOCAL AGENCY for the acts and omissions of its subconsultants and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the CONSULTANT. The CONSULTANT's obligation to pay its subconsultants is an independent obligation from the LOCAL AGENCY's obligation to make payments to the CONSULTANT. Any subcontract in excess of $25,000, entered into as a result of this Agreement, shall contain all the provisions stipulated in this Agreement to be applicable to subconsultants. CONSULTANT shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to the CONSULTANT by the LOCAL AGENCY. 4. Any substitution of subconsultants must be approved in writing by the LOCAL AGENCY's Contract Manager in advance of assigning work to a substitute subconsultant. F. The following shall pertain to the performance of DBE consultants and other DBE Subconsultants/Suppliers: A DBE performs a commercially useful function when it is responsible for execution of the work of the Agreement and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible with respect to materials and supplies used on the Agreement, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a commercially useful function, evaluate the amount of work subcontracted, industry practices; whether the amount the firm is to be paid under the Agreement is commensurate with the work it is actually performing; and other relevant factors. 2. A DBE does not perform a commercially useful function if its role is limited to that of an extra participant in a transaction, Agreement, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate. Page 6 of 17 If a DBE does not perform or exercise responsibility for at least 30 percent of the total cost of its Agreement with its own work force, or the DBE subcontracts a greater portion of the work of the Agreement than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a commercially useful function. G. The following shall pertain to Prompt Payment of Funds Withheld to Subcontractors: No retainage will be held by the LOCAL AGENCY from progress payments due the prime CONSULTANT. Any retainage held by the prime CONSULTANT or subconsultants from progress payments due subconsultants shall be promptly paid in full to subconsultants within 30 days after the subconsultant's work is satisfactorily completed. Federal law (49 CFR26.29) requires that any delay or postponement of payment over the 30 days may take place only for good cause and with the LOCAL AGENCY's prior written approval. Any violation of this provision shall subject the violating prime CONSULTANT or subconsultant to the penalties, sanctions and other remedies specified in Section 7108.5 of the Business and Professions Code. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime CONSULTANT or subconsultant in the event of a dispute involving late payment or nonpayment by the prime CONSULTANT, deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to both DBE and non -DBE prime CONSULTANT and subconsultants. 2. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this section. H. The following shall pertain to DBE Records: The CONSULTANT shall maintain records of materials purchased and/or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime consultants shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. 2. Upon completion of the Agreement, a summary of these records shall be prepared and submitted on the form entitled, "Final Report -Utilization of Disadvantaged Business Enterprise (DBE), First -Tier Subcontractors," CEM -2402F (Exhibit 17-F, Chapter 17, of the LAPM), certified correct by the CONSULTANT or the CONSULTANT's authorized representative and shall be furnished to the Contract Manager with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in 25% of the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be returned to the CONSULTANT when a satisfactory "Final Report -Utilization of Disadvantaged Business Enterprises (DBE), First -Tier Subcontractors" is submitted to the Contract Manager. I. The following shall pertain to DBE Certification and Decertification Status: 1. If a DBE subconsultant is decertified during the life of the Agreement, the decertified subconsultant shall notify the CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the Agreement, the subconsultant shall notify the CONSULTANT in writing with the date of certification. Any changes should be reported to the LOCAL AGENCY's Contract Manager within 30 days. Page 7 of 17 ARTICLE X COST PRINCIPLES A. The CONSULTANT agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the allowability of individual cost items. B. The CONSULTANT also agrees to comply with federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. C. Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by CONSULTANT to the LOCAL AGENCY. ARTICLE XI CONTINGENT FEE The CONSULTANT warrants, by execution of this contract that no person or selling agency has been employed, or retained, to solicit or secure this contract upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by the CONSULTANT for the purpose of securing business. For breach or violation of this warranty, the LOCAL AGENCY has the right to annul this contract without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the contract price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee. ARTICLE XII RETENTION OF RECORDS/AUDIT For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of the contract pursuant to Government Code 8546.7; the CONSULTANT, subcontractors, and the LOCAL AGENCY shall maintain all books, documents, papers, accounting records, and other evidence pertaining to the performance of the contract, including but not limited to, the costs of administering the contract. All parties shall make such materials available at their respective offices at all reasonable times during the contract period and for three years from the date of final payment under the contract. The state, the State Auditor, LOCAL AGENCY, FHWA, or any duly authorized representative of the federal government shall have access to any books, records, and documents of the CONSULTANT that are pertinent to the contract for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. Subcontracts in excess of $25,000 shall contain this provision. ARTICLE XIII DISPUTES A. Any dispute, other than audit, concerning a question of fact arising under this contract that is not disposed of by agreement shall be decided by a committee consisting of the LOCAL AGENCY's Contract Manager and other LOCAL AGENCY representatives, who may consider written or verbal information submitted by the CONSULTANT. B. B. Not later than 30 days after completion of all deliverables necessary to complete the plans, specifications and estimate, the CONSULTANT may request review by the LOCAL AGENCY Page 8 of 17 GOVERNING BOARD of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. C. Neither the pendency of a dispute, nor its consideration by the committee will excuse the CONSULTANT from full and timely performance in accordance with the terms of this contract. ARTICLE XIV AUDIT REVIEW PROCEDURES A. Any dispute concerning a question of fact arising under an interim or post audit of this contract that is not disposed of by agreement, shall be reviewed by the LOCAL AGENCY'S FINANCE DIRECTOR. B. Not later than 30 days after issuance of the final audit report, the CONSULTANT may request a review by the LOCAL AGENCY'S FINANCE DIRECTOR of unresolved audit issues. The request for review will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by the LOCAL AGENCY will excuse the CONSULTANT from full and timely performance, in accordance with the terms of this contract. ARTICLE XV SUBCONTRACTING A. The CONSULTANT shall perform the work contemplated with resources available within its own organization; and no portion of the work pertinent to this contract shall be subcontracted without written authorization by the LOCAL AGENCY'S Contract Manager, except that, which is expressly identified in the approved Cost Proposal. B. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all the provisions stipulated in this contract to be applicable to subcontractors. C. Any substitution of subconsultants must be approved in writing by the LOCAL AGENCY's Contract Manager. ARTICLE XVI EQUIPMENT PURCHASE A. Prior authorization in writing, by the LOCAL AGENCY's Contract Manager shall be required before the CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or CONSULTANT services. The CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs. B. For purchase of any item, service or consulting work not covered in the CONSULTANT's Cost Proposal and exceeding $5,000 prior authorization by the LOCAL AGENCY's Contract Manager; three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified. C. Any equipment purchased as a result of this contract is subject to the following: "The CONSULTANT shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, the LOCAL AGENCY shall receive a proper refund or credit at the conclusion of the contract, or if the contract is terminated, the CONSULTANT may either keep the equipment and credit the LOCAL AGENCY in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, Page 9 of 17 in accordance with established LOCAL AGENCY procedures; and credit the LOCAL AGENCY in an amount equal to the sales price. If the CONSULTANT elects to keep the equipment, fair market value shall be determined at the CONSULTANT's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by the LOCAL AGENCY and the CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by the LOCAL AGENCY." 49 CFR, Part 18 requires a credit to Federal funds when participating equipment with a fair market value greater than $5000.00 is credited to the project. D. All subcontracts in excess $25,000 shall contain the above provisions. ARTICLE XVII INSPECTION OF WORK The CONSULTANT and any subcontractor shall permit the LOCAL AGENCY, the state, and the FHWA if federal participating funds are used in this contract; to review and inspect the project activities and files at all reasonable times during the performance period of this contract including review and inspection on a daily basis. ARTICLE XVIII SAFETY A. The CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding necessary safety equipment or procedures. The CONSULTANT shall comply with safety instructions issued by the LOCAL AGENCY Safety Officer and other LOCAL AGENCY representatives. CONSULTANT personnel shall wear hard hats and safety vests at all times while working on the construction project site. B. Pursuant to the authority contained in Section 591 of the Vehicle Code, the LOCAL AGENCY has determined that such areas are within the limits of the project and are open to public traffic. The CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. The CONSULTANT shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Article. D. CONSULTANT must have a Division of Occupational Safety and Health (CAL -OSHA) permit(s), as outlined in California Labor Code Sections 6500 and 6705, prior to the initiation of any practices, work, method, operation, or process related to the construction or excavation of trenches which are five feet or deeper. ARTICLE XIX INSURANCE A. During the term of this Agreement, CONSULTANT shall maintain, at no expense to LOCAL AGENCY, the following insurance policies: A commercial general liability insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence/two million dollars ($2,000,000) aggregate for death, bodily injury, personal injury, or property damage. 2. An automobile liability insurance policy, for owned, non -owned, and hired vehicles, in the minimum amount of one million ($1,000,000) dollars per occurrence. Page 10 of 17 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 two million ($2,000,000) dollars 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, LOCAL AGENCY 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 LOCAL AGENCY 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 LOCAL AGENCY. B. The insurance coverage required of the CONSULTANT in Subparagraph A above, shall also meet the following requirements: Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the LOCAL AGENCY, 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 LOCAL AGENCY and shall not call upon LOCAL AGENCY'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 LOCAL AGENCY Contract Manager. 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. 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 LOCAL AGENCY (if agreed to in a written contract or agreement) before LOCAL AGENCY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 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 LOCAL AGENCY or any other additional insured party. Furthermore, Page 11 of 17 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 LOCAL AGENCY's Contract Manager and LOCAL AGENCY's 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 LOCAL AGENCY or other additional insured party. At LOCAL AGENCY's option, the deductibles or self-insured retentions with respect to LOCAL AGENCY shall be reduced or eliminated to LOCAL AGENCY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Subcontractors. CONSULTANT agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement regarding indemnity and insurance to the extent they apply to the scope of the subcontractor's work. Subcontractors hired by CONSULTANT agree to be bound to CONSULTANT and LOCAL AGENCY in the same manner and to the same extent as CONSULTANT is bound to LOCAL AGENCY under this Agreement. All subcontractors shall provide insurance with a blanket additional insured endorsement or coverage at least as broad as ISO form CB 20 38 04 13, and CONSULTANT shall provide a copy of such endorsement of policy provision to LOCAL AGENCY. E. Proof of Insurance. CONSULTANT shall provide to the LOCAL AGENCY's Contract Manager or LOCAL AGENCY'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. LOCAL AGENCY 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 LOCAL AGENCY Contract Manager and the LOCAL AGENCY City Attorney. ARTICLE XX OWNERSHIP OF DATA A. Upon completion of all work under this contract, ownership and title to all reports, documents, plans, specifications, and estimates produce as part of this contract will automatically be vested in the LOCAL AGENCY; and no further agreement will be necessary to transfer ownership to the LOCAL AGENCY. The CONSULTANT shall furnish the LOCAL AGENCY all necessary copies of data needed to complete the review and approval process. B. It is understood and agreed that all calculations, drawings and specifications, whether in hard copy or machine-readable form, are intended for one-time use in the construction of the project for which this contract has been entered into. C. The CONSULTANT is not liable for claims, liabilities, or losses arising out of, or connected with the modification, or misuse by the LOCAL AGENCY of the machine-readable information and data provided by the CONSULTANT under this agreement; further, the CONSULTANT is not liable for claims, liabilities, or losses arising out of, or connected with any use by the LOCAL AGENCY of the project documentation on other projects for additions to this project, or for the completion of this project by others, except only such use as many be authorized in writing by the CONSULTANT. Page 12 of 17 D. Applicable patent rights provisions described in 41 CFR 1-91, regarding rights to inventions shall be included in the Agreements as appropriate. E. The LOCAL AGENCY may permit the copyrighting of reports or other agreement products. If copyrights are permitted; the Agreement shall provide that the FHWA shall have the royalty -free nonexclusive and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the work for government purposes. F. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all of the provisions of this Article. ARTICLE XXI CLAIMS FILED BY LOCAL AGENCY's CONSTRUCTION CONTRACTOR A. If claims are filed by the LOCAL AGENCY's construction contractor relating to work performed by CONSULTANT's personnel, and additional information or assistance from the CONSULTANT's personnel is required in order to evaluate or defend against such claims; CONSULTANT agrees to make its personnel available for consultation with the LOCAL AGENCY'S construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. B. CONSULTANT's personnel that the LOCAL AGENCY considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from the LOCAL AGENCY. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for the CONSULTANT's personnel services under this agreement. C. Services of the CONSULTANT's personnel in connection with the LOCAL AGENCY's construction contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this agreement in order to resolve the construction claims. D. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all of the provisions of this Article. ARTICLE XXII CONFIDENTIALITY OF DATA A. All financial, statistical, personal, technical, or other data and information relative to the LOCAL AGENCY's operations, which are designated confidential by the LOCAL AGENCY and made available to the CONSULTANT in order to carry out this contract, shall be protected by the CONSULTANT from unauthorized use and disclosure. B. Permission to disclose information on one occasion, or public hearing held by the LOCAL AGENCY relating to the contract, shall not authorize the CONSULTANT to further disclose such information, or disseminate the same on any other occasion. C. The CONSULTANT shall not comment publicly to the press or any other media regarding the contract or the LOCAL AGENCY's actions on the same, except to the LOCAL AGENCY's staff, CONSULTANT's own personnel involved in the performance of this contract, at public hearings or in response to questions from a Legislative committee. D. The CONSULTANT shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this contract without prior review of Page 13 of 17 the contents thereof by the LOCAL AGENCY, and receipt of the LOCAL AGENCY'S written permission. E. Any subcontract entered into as a result of this contract shall contain all of the provisions of this Article. F. All information related to the construction estimate is confidential, and shall not be disclosed by the CONSULTANT to any entity other than the LOCAL AGENCY. ARTICLE XXIII NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, the CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against the CONSULTANT within the immediately preceding two-year period, because of the CONSULTANT's failure to comply with an order of a federal court that orders the CONSULTANT to comply with an order of the National Labor Relations Board. ARTICLE XXIV EVALUATION OF CONSULTANT The CONSULTANT's performance will be evaluated by the LOCAL AGENCY. A copy of the evaluation will be sent to the CONSULTANT for comments. The evaluation together with the comments shall be retained as part of the contract record. ARTICLE XXV STATEMENT OF COMPLIANCE The CONSULTANT's signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. ARTICLE XXVI DEBARMENT AND SUSPENSION CERTIFICATION A. The CONSULTANT's signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that the CONSULTANT has complied with Title 49, Code of Federal Regulations, Part 29, Debarment and Suspension Certificate, which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to the LOCAL AGENCY. B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining CONSULTANT responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. Page 14 of 17 ARTICLE XXVII STATE PREVAILING WAGE RATES A. The CONSULTANT shall comply with the State of California's General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1771, and all federal, state, and local laws and ordinances applicable to the work. B. Any subcontract entered into as a result of this contract if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Article. ARTICLE XXVIII CONFLICT OF INTEREST A. The CONSULTANT shall disclose any financial, business, or other relationship with LOCAL AGENCY that may have an impact upon the outcome of this contract, or any ensuing LOCAL AGENCY construction project. The CONSULTANT shall also list current clients who may have a financial interest in the outcome of this contract, or any ensuing LOCAL AGENCY construction project, which will follow. B. The CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this agreement. C. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all of the provisions of this Article. D. The CONSULTANT hereby certifies that neither CONSULTANT, nor any firm affiliated with the CONSULTANT will bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. An affiliated firm is one, which is subject to the control of the same persons through joint -ownership, or otherwise. E. Except for subcontractors whose services are limited to providing surveying or materials testing information, no subcontractor who has provided design services in connection with this contract shall be eligible to bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. ARTICLE XXIX REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION The CONSULTANT warrants that this contract was not obtained or secured through rebates, kickbacks or other unlawful consideration, either promised or paid to any LOCAL AGENCY employee. For breach or violation of this warranty, LOCAL AGENCY shall have the right in its discretion; to terminate the contract without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. ARTICLE XXX NOTIFICATION All notices hereunder and communications regarding interpretation of the terms of this contract and changes thereto, shall be effected by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid, and addressed as follows: CONSULTANT: Mark Thomas and Company, Inc. Page 15 of 17 Julie Passalacqua, Project Manager 7300 Folsom Blvd #203 Sacrament, CA 95826 LOCAL AGENCY: City of San Rafael Kevin McGowan, Contract Manager 111 Morphew Street P.O. Box 151560 San Rafael, CA 94915-1560 ARTICLE XXXI AGREEMENT The two parties to this agreement, who are the before named CONSULTANT and the before named LOCAL AGENCY, hereby agree that this agreement constitutes the entire agreement which is made and concluded in duplicate between the two parties. Both of these parties for and in consideration of the payments to be made, conditions mentioned, and work to be performed; each agree to diligently perform in accordance with the terms and conditions of this agreement as evidenced by the signatures below. ARTICLE XXXII NON-DISCRIMINATION CLAUSE During the performance of this Agreement, CONSULTANT and its subconsultantss shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a -f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a -f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. CONSULTANT and subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement. ARTICLE XXXIII NO THIRD PARTY BENEFICIARIES LOCAL AGENCY 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. ARTICLE XXXIV 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. Page 16 of 17 ARTICLE XXXV LOCAL AGENCY BUSINESS LICENSE / OTHER TAXES CONSULTANT shall obtain and maintain during the duration of this Agreement, a LOCAL AGENCY 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. LOCAL AGENCY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided LOCAL AGENCY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). ARTICLE XXXVI 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. ARTICLE XXXVII APPLICABLE LAW The laws of the State of California shall govern this Agreement. 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 LOCAL AGENCY, 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. ARTICLE XXXVIII SIGNATURES CITY OF SAN RAFAEL MARK THOMAS AND COMPANY, INC. �f : BY Jim Schutz City Managerr f Title: 1. — P �jl ATTEST: ESTHER C. BEIRNE ' City Clerk APPROVED AS TO FORM: i ROBERT F. EPSTEIN City Attorney Page 17 of 17 COST PROPOSAL FOR PROJECT SCOPE - San Rafael: Southern Heights Bridge Replacement MARK THOMAS ' COMPANY INC. HOURS MARK TH )MAS & COMPANY Inc. FEE `o L - 6 > _ C C m C W L T T Y C S V U i - pm -= J mc O B a O 6 N N W 1 325.00 1 255.00 1 150.00 1 195.00 1 175.00 1 166.00 1 142.00 1 118.00 1 110.00 1 130.00 1 110.00 1 100.00 1 80.00 1 235.00 1 189.00 1 164.00 1 PHASE 1 - PRELIMINARY ENGINEERING 1.0 PROJECT MANAGEMENT AND COORDINATION - 1.1 Project Initiation 2 S S 18 1 $650 $1,560 $1,312 1.2 Protect Management 16 16 20 52 $3,120 $2,624 $1,600 1.3 Project Develg ment Team Meetings 12 12 24 $2,340 $1,968 1.4 Agency CoorIn ation / Grant Management 16 24 40 $3,120 $3,936 1.5 Qualify Control 4 4 8 $1,020 $700 Subtota ask 1 , 2 4 52 4 60 20 142 $650 $1,020 $10,140 $700 $9,840 $1,600 2.0PRELIMINARY STUDIES & RESEARCH . ::L 2.1 Utility Coordination 10 20 30 1 $1,640 $2,360 2.2 Survey and Base Mapping 2.2.1 Project Control 4 2 12 8 10 36 $600 $328 $1,560 $800 $2,350 2.2.2 Topographic Survey 4 12 8 30 54 $600 $1,560 $800 $7,050 2.2.3 Boundary Survey 24 40 48 20 132 $3.600 $5,200 $4,800 $4,700 M 2.2.4 Base appinq 4 4 8 24 40 $656 $520 $880 $2,400 2.3 Geotechnical Investigation 2 4 4 4 14 $650 $780 $656 $472 Subtotal Task 2 ( 2 1 32 1 4 1 1 20 1 1 24 1 1 68 i 8 i 88 i 60 306 $650 1 1 $4,800 1 $780 1 1 $3,280 1 1 $2,832 1 1 $8,840 1 $880 1 $8,800 1 1 $14,1001 1 3.0 PUBLIC OUTREACH 3.1 Project Team Meetings and Coordination 3.2 Outreach and Engagement 3.2.1 Public Outreach Strategy 3.2.2 Outreach Template 3.3 Community Worksh9ys 3.3.1 Community Workshop Design and Preparation 3.3.2 Survey 3.3.3 Workshop Facilitation (up to 3 Workshops) Subtotal Task 3 4.0 PRELIMINARY ENGINEERING 4.1 Preliminary (35%) Roadway Plans 4.2 Structure Type Selection Report Subtotal Task 4 5.0 ENVIRONMENTAL INITIATION & TECHNICAL STUDIES 5.1 Protect Initiation 5.2 Technical Studies 5.3 Meet1s/Project Management Subtotal Task 5 REIMBURSEABLES PHASE 1 SUBTOTAL (PHASE 2 - FINAL DESIGN 16.0 PROJECT MANAGEMENT AND COORDINATION 16.1 Project Management 16.2 Project Deve1q ment Team Meetings 16.3 Quality Controj ISubtotal Task 6 17.0 DESIGN 17.1 Utility Coordination 17.2 Geotechnical Investigation 17.3 65% Submittal 1 7.3.1 65% Roadwa Plans 1 7.3.265%Structures ans 17.4 Final Design 1 7.4.1 95% Roadway Plans 1 7.4.2 95% Structure Plans 1 7.4 .3 Special Provisions 1 7.4.4 En_ggneer's Estimate 1 7.4.5 Final PS&E (Subtotal Task 7 18.0 ENVIRONMENTAL CLEARANCE 18.1 Prepare NEPA Cate.Qprical Exclusion 18.2 Prgyare Initial Study/Mitigated Negative Declaration (Subtotal Task 8 19.0 RIGHT OF WAY SERVICES 19Ri ht of Way Engineering Z2 Right of Way Acquisition (Subtotal Task 4 110.0 BIDDING /CONSTRUCTION SUPPORT 110.1 Bidding / Construction Support 110.2 Prepare Record Drawings (Subtotal Task 10 2 $328 6 S $328 2 $1,560 $1,968 $2,832 $390 8 12 I $9,420 24 $3,936 18 2 2 $6,888 52,832 ■ $780 $3,938 24 24 $1,950 6 $3,406 $5,664 $3,520 12 34 42 $3,408 510,366 57,920 24 , 12 18 4 2440 t 40 10 48 32 $1,312 14 24 88 72 $2,952 $2,268 $2,268 I $2,952 12 208 40 $2,3401 $3,2801 $9441 12 20 8 40 $2,340 $3,280 $94d I I :4-4 32 116 4 166 24 144 72 68 8 88 20 601121 18 840 $1,300 E7,02o $4,800 $22,620 $700 $27,224 $3,M8 $16,992 $7,920 $8,840 $880 1 $8,800 $1,600 $14,100 32,268 42,952 48 16 44 108 1 $9,360 $2,824 $3,520 12 12 24 $2,340 $1,966 20 20 40 1 $5,100 $3,500 20 60 20 28 44 172 $5,190 $11,790 $3,590 $4,592 $3,820 30 40 70 $4,920 $4,720 I I 24 60 60 144 1 $3,936 $7,080 $6,600 8 80 100 4 24 216 1 $1,560 $11,360 $11,000 $756 $3,936 24 60 40 124 1 $3,936 $7,080 $4,400 16 4 40 60 4 16 140i $4,080 $780 $5,680 $6,600 $756 $2,624 24 16 40 1 $3,938 $2,272 4 8 16 40 68 1 $780 $1,312 $2,272 $4,720 2 4 12 12 40 40 2 8 120 1 $650 $780 $1,968 $1,704 $4,720 $4,400 $378 $1,312 i 2 161 1 20 1 1122116412401 3001 1101 48 922 1 $650 $4,0801 $3,9001 $20,008 $23,288 528,3201 533,000 I54,890 $7,872 $328 6 S $328 Q $1,560 $1,968 $2,832 $390 $328 I $9,420 $4,680 $3,936 1 $6,630 $6,888 52,832 ■ $780 $3,938 $4,720 $4,400 $1,950 6 $3,406 $5,664 $3,520 $2,730 $3,936 $3,408 510,366 57,920 $2,952 $2,268 $2,268 I $2,952 12 208 40 $2,3401 $3,2801 $9441 12 20 8 40 $2,340 $3,280 $94d I I :4-4 32 116 4 166 24 144 72 68 8 88 20 601121 18 840 $1,300 E7,02o $4,800 $22,620 $700 $27,224 $3,M8 $16,992 $7,920 $8,840 $880 1 $8,800 $1,600 $14,100 32,268 42,952 48 16 44 108 1 $9,360 $2,824 $3,520 12 12 24 $2,340 $1,966 20 20 40 1 $5,100 $3,500 20 60 20 28 44 172 $5,190 $11,790 $3,590 $4,592 $3,820 30 40 70 $4,920 $4,720 I I 24 60 60 144 1 $3,936 $7,080 $6,600 8 80 100 4 24 216 1 $1,560 $11,360 $11,000 $756 $3,936 24 60 40 124 1 $3,936 $7,080 $4,400 16 4 40 60 4 16 140i $4,080 $780 $5,680 $6,600 $756 $2,624 24 16 40 1 $3,938 $2,272 4 8 16 40 68 1 $780 $1,312 $2,272 $4,720 2 4 12 12 40 40 2 8 120 1 $650 $780 $1,968 $1,704 $4,720 $4,400 $378 $1,312 i 2 161 1 20 1 1122116412401 3001 1101 48 922 1 $650 $4,0801 $3,9001 $20,008 $23,288 528,3201 533,000 I54,890 $7,872 10 20 20 30 SO $1,950 $3,280 4 4 40 40 88 $780 $6 14 24 20 70 40 168 1 56 1 $2,730 $3,936 $2,840 $3,640 $4,720 $4,400 $2,840 381260 $4,400 0 .. 0 .. 0 EEd I SUBCONSULTANT FEES $15,764 6 S Q _ -6 If _ $328 1 $1,290 $9,3121 I $9,420 $718 $1.940 1 $3,960 $21,5701 $1,170 $1,312 U = 6 8 a $1,170 $1,312 Q21 32 2 4 64 120 $4.600$390 $62 8 2 2 32 56 77 $650 $1,200 $390 $328 2 40 4 6 96 176 1 $6501 $6,000 $780 $994 10 20 20 30 SO $1,950 $3,280 4 4 40 40 88 $780 $6 14 24 20 70 40 168 1 56 1 $2,730 $3,936 $2,840 $3,640 $4,720 $4,400 $2,840 381260 $4,400 0 .. 0 .. 0 EEd I SUBCONSULTANT FEES $3,522 _$7,344 $4,308 1 $7,056 1 $1,720 1 $23,950 $2,558 $15,764 $44,962 'E _ Q _ -6 If _ $328 1 $1,290 $9,3121 I $9,420 $718 $1.940 o $3,960 $21,5701 1 1 $21,9251 l v U = y 0 a $3,522 _$7,344 $4,308 1 $7,056 1 $1,720 1 $23,950 $2,558 $15,764 $44,962 $15,764 $3,835 I $328 1 $1,480 $328 1 $1,290 $9,3121 I $9,420 $718 $1.940 $10,884 $3,960 $21,5701 1 1 $21,9251 l $6,564 $6,564 1 $20,520 $6,208 $9.084 $15,912 $123,008 $2,482 52,482 $15,764 $15,764 $3,835 $1,480 $1,290 $2,100$2,100 $56,985 $56,985 $9,760 $9,760 568,845 $68,845 ¢1601 $[,1501 28,000 $9,640 $69,305 $23,075 $23,764 $116,144- -=L M $10,010 $18,300 $4,456 $18,322 $60,726 $1,808 $1,618 $18,732 $2,658 $14,844 $43,495 I $13,836 $14,542 $28,378 I $2,100 $63,549 _$9,760 $75,409 59,810 $241,56811 $28,4121 I $9,640 1 $16,771 I 1 $17,616 1 $28,612 I 1 $15,416 1 $20,520 1 $6,208 1 $9,084 1 $15,912 $139,779 I $2,180 1 $32,472 $34,652 I $26,166 1 $51,183 $77,349 $11,6101 $10,556 522,166 REIMBURSEABLES 37,800 514,725 St,300 516,025 PHASE 2 SUBTOTAL I 4 36 40 11041 20 11881 1.4 3101 340 196 176 44 I 10 48 II 1600 I 57,300 59,[80 58,000 520,280 53,500 $30,832 224728 536,580 537,400 572,460 577,800 $3,520 $4,890 $7,872 $2[8,382 553,580 533,470 5[8,77[ $403,821 5320,[83 FGjUND TOTAL - PHASES 1 & 2 8 40 72 220 24 354 208 454 412 164 8 2-6-4--6-4- 60 22 F 66 2440 11 $2,600 1 $10,200 1 $10,800 1 $42,900 1 $4,200 1 -$58,056 $29,536 1 $53,572 1 $45,320 1 $21,320 1 $880 $26,400 $5,120 $14,100 $4,158 $10,824 $341,786 553,580 1 $102,775 1 $23,075 $40,535 11 $219,96511 $561,751 11 5/16/2016 Scope of Work — Southern Heights Bridge Replacement PHASE 1 — PRELIMINARY ENGINEERING For this HBP project, the MTCo team will follow the scope of work below for the Southern Heights Bridge Replacement Project in the City of San Rafael. Based on our review of the project site, our knowledge of the area, previous projects within the City, discussions with Caltrans staff, and information we have gathered from the RFP, these following scope items are necessary to accomplish our proposed work approach. MTCo will diligently perform this scope of work and will be responsible for items of work under this contract to the extent that issues arising from the performance of these services are within our reasonable control, and that MTCo's obligation to indemnify and defend are limited to the extent actually caused by MTCo in the performance of this scope of work. TASK 1.0 PROJECT MANAGEMENT AND COORDINATION MTCo will provide overall management of the project, including approvals for preliminary engineering, and coordination with the City and other stakeholders. 1.1 Project Initiation MTCo will coordinate a project kick-off meeting with the City and design team to discuss the project background, scope, concepts, schedule, project management and issues with stakeholders. The project scope and schedule will be verified. MTCo will provide a project information gathering checklist to collect data elements needed for the design including copies of pertinent funding agreements and deadlines, completed Caltrans Local Assistance forms and exhibits, preliminary cost estimates for construction, updated contact information for utilities in the project area, and available bridge as -built drawings, survey control information, and City -owned facility maps and as -built drawings. The data gathering process will include a review of the existing site characteristics. MTCo will conduct site visits and take photographic inventory of existing conditions to reference during the design process. Plans and as-builts for improvements within project limits will be reviewed. The MTCo project team will review pertinent plans, studies, policies, and initiatives to ensure that the design complies with City -approved documents, or to recommend modifications to the documents as necessary. 1.2 Project Management MTCo will provide management of subconsultants in the performance of their work. Management activities shall also include development and maintenance of a critical path method (CPM) design schedule and progress reports to be distributed monthly. The schedule will be updated as progress is made, with critical path activities clearly shown for team review purposes. The schedule and billings shall be submitted in the form and in sufficient detail to track the project status and contract expenditures as outlined by the City at the beginning of the project. 1.3 Project Development Team Meetings Project Development Team (PDT) meetings will be held at the City offices. A total of three PDT meetings are proposed during this phase of the scope of work. The purpose of the PDT meetings is to provide a forum to share project information, identify critical issues, make decisions, assign project tasks, identify design criteria, and items critical to project delivery. MTCo will prepare agendas for each meeting and distribute them to the PDT prior to each meeting. MTCo will facilitate meetings and prepare meeting minutes with action items. MTCo will endeavor to schedule these meetings to coincide with preparations for public meetings and the submittal of preliminary studies and design packages. MARK THOMAS &COMPANY Scope of Work — Southern Heights Bridge Replacement 1.4 Agency Coordination / Grant Management MTCo will comply with Caltrans' Local Assistance Procedures Manual (LAPM) and work with the City to develop project approval documents for the project. It is anticipated that coordination with Caltrans, including Caltrans District 4 Local Assistance, Structures Local Assistance, and Headquarters, will be required. MTCo will identify potential HBP non -participating items, strategize solutions for full HBP participating and prepare memos and exhibits necessary for justification of full participation. MTCo will prepare an updated HBP Funding Application to secure supplemental funding. MTCo will also prepare Requests for Authorization (RFA) documents for right of way, utility relocation, and construction as the PE phase moves forward. 1.5 Quality Control The MTCo Quality Control plan consists of established procedures for performing the work (which are reassessed with each project), including methods for design calculations, establishing appropriate levels of design development for intermediate submittals, identification of required plan checks, design checklists, and methods of project documentation. Our QC/QA Manager will implement and maintain these quality control procedures during the preparation of the 35% design plans and type selection. Task 1 Deliverables: • Project Information Gathering Checklist • Kick-off Meeting Agenda and Minutes • Monthly Invoices and Status Reports • Project Schedule & Updates (MS Project) • PDT Meeting Agendas and Minutes (Up to 3) • Updated HBP Funding Application • RFA Package for Right of Way, Utility Relocation, and Construction TASK 2.0 PRELIMINARY STUDIES AND RESEARCH 2.1 Utility Coordination MTCo will provide utility coordination for the project to address potential relocations of utility poles and overhead electric and communications lines and to accommodate utilities on the bridge including natural gas and water. Coordination with utilities for temporary service during construction will be included for relocated or rerouted facilities. Due to the federal funding associated with the project, utility coordination services will be conducted in general conformance with Caltrans Local Assistance and Utility Relocation Manuals. The MTCo team will follow the Utility A -B -C process and will prepare the required utility certification documents (ROI, NTO, UA). As part of Phase 1 only Utility A letters will be sent. The remainder of the utility coordination will occur in Phase 2. A — MTCo will send letters to utility companies with facilities in the area of the project, requesting copies of their existing facility maps. These maps will become the basis of the project utility mapping. 2.2 Survey and Base Mapping 2.2.1 Project Control On-site control points and temporary benchmarks will be set for topographic survey tasks. Accurate use of as-builts will be assisted by searching for benchmarks shown and, if located, tied into the project control network. MARK THOMAS i COMPANY Scope of Work — Southern Heights Bridge Replacement The control will be based horizontally on the California Coordinate System of 1983, Zone 3. Project elevations could be based on NGVD 29 or upon NAVD88 to facilitate use of as-builts. If provided with control information, MTCo will match that system. Tnnnrimnhir Ciirvav The topographic survey will be the primary source of topographic data for the project. The topo area will consist of a 40 -foot wide corridor centered on Southern Heights Boulevard for 200 feet north and south of the bridge. The existing bridge will be removed and replaced with this project so limited topographic data will be collected on the existing bridge. 2.2.3 koundary Surve, MTCo will perform record research to locate recorded right-of-way maps, records of survey, corner records and other maps of record necessary to determine the Right of Way (ROW) lines of Southern Heights Boulevard and the parcel lines of six parcels within the area of the proposed project limits. It is assumed that the City will provide with the Preliminary Title Report (PTR) for six parcels to discover other easements which may affect the project. After gathering record ROW information, MTCo will conduct a field survey of the project area to search and collect survey monuments and physical evidence required to establish existing ROW and parcel lines. This data will be analyzed and the existing ROW of Southern Heights Boulevard and up to six parcels adjacent to the construction area will be delineated. MTCo assumes centerline monuments or reference marks shown on various maps will be available to retrace ROW and parcels, without extending the surveys outside the project limits. During the course of a boundary survey, it is possible that the requirement to file a record of survey will be triggered. This most often happens by the discovery of conflicts or alternate evidence not shown on recent maps. Should such a conflict or other evidence be discovered, work will stop and the project team will be notified. Work will continue when an agreement has been reached on a path forward and additional budget for a record of survey has been secured. EVEI.ERF" MTCo will prepare base mapping for the site using data gathered during the topographic field survey. Base maps will be prepared at a scale of 1"=40' with a 1' contour interval and will be completed in AutoCAD Civil 3D 2012 format. 2.3 Geotechnical Investigation MTCo's subconsultant, Parikh Consultants, Inc. (Parikh), will prepare foundation report and log of test borings for the proposed new bridge structure. Following is a task breakdown for the proposed work. 2.3.1 research and uata Loilectimi Parikh will review readily available geologic and soil literature in the vicinity of the site including review of any as -built drawings and existing Log of Test Borings (LOTB), if any. Parikh will comply with the Marin County Drilling Permit requirements and City of San Rafael encroachment Permit requirements. It is expected that the borings will be in the open areas near the two abutments. A total of two borings are assumed. Exploration through the bridge deck is not proposed since the bridge has a load limit and it is too narrow for a drilling operation. Boring locations will be marked and USA will be called for clearances. 2.3.2 Field Exploration The proposed boring program will include borings at or near the abutments to a depth of 80-100 feet maximum. The boring locations will depend upon the permitted access and any boring data from previous studies. Parikh anticipates using a truck mounted hollow stem auger drill rig (or mud -rotary drill rig if needed) for their work. No traffic control is assumed at this time tMARK THOMAS &COMPANY Scope of Work — Southern Heights Bridge Replacement as it is expected that the City will close the bridge to facilitate the drilling. If traffic control is required it can be provided for additional cost. Parikh will classify and continuously log subsurface soil conditions encountered in each test boring at the time of drilling and obtain "relatively undisturbed" and bulk samples of substrata from test borings. The borings will be drilled and capped in accordance with the permit requirements. aaoratory jesting Parikh will perform laboratory tests on representative soil samples such as moisture density, unconfined compression, gradation analyses, R -value tests, corrosion tests and Plasticity Index test, as necessary. 2.3.Z�naineerina Analvsis/Evaluation Parikh will perform engineering analyses and develop design recommendations for the proposed bridge foundation system. Parikh will prepare a brief Preliminary Foundation Memorandum summarizing anticipated earth materials and conditions based on reference data, seismic input parameters consistent with current Caltrans practice, and feasible foundation types for the structure. Alternate foundation systems such as CIDH piles, CISS piles, or Caltrans standard piles will be discussed. Pavement design will be based on R -value test results and Traffic Index that will be provided by the City. Parikh will discuss seismic considerations, evaluate the liquefaction potential and comment on the site soil conditions. Information related to Caltrans Seismic Design Criteria (SDC v 1.7 - 2010 and updates 2012 version) will be provided. Information related to the revised Seismic Design Guidelines (2010) and the ARS curves will also be provided. Task 2 Deliverables: • Utility A Letters • Project Base Mapping (AutoCAD Civil 3D 2012) • Preliminary Foundation Memorandum TASK 3.0 PUBLIC OUTREACH MTCo and our subconsultant, Moore lacofano Goltsman, Inc. (MIG), will provide public outreach services for the project. Following is a task breakdown for the proposed work. 3.1 Project Team Meetings and Coordination MIG will meet with the Project Team to discuss scope, schedule, budget, roles and responsibilities, coordination, and logistical issues in order to tailor and refine the community outreach process. These meetings will provide an opportunity to discuss desired outcomes for the process; review draft workshop content and stakeholder interview questions; and set preliminary guidelines for the public workshop process. 3.2 Outreach and Engagement 3.2.1 Public Outreach Strategy MTCo and MIG, will work with the City to develop a public outreach strategy to guide outreach activities. The Outreach Strategy will identify key stakeholders, interested community groups, target audiences, and effective outreach approaches and a series of outreach activities to engage these stakeholders in project conversations. Crucial to the strategy are project benchmarks and a timeline. 4 MARK THOMAS &COMPANY Scope of Work — Southern Heights Bridge Replacement 3.2.2 Outreach Template MIG will develop a template that can be used for outreach and meeting materials. The template will incorporate the City's logo and provide a standard look and feel for related materials. The template can be adapted for use as a print or electronic flyer and/or email communication. The outreach template will also be adapted for use in presentations, agenda and related meeting materials. 3.3 Community Workshops 3.3.1 Community Workshop Design and Preparation MTCo and MIG will work with the City to confirm meeting objectives, finalize the meeting format and related materials for up to three community workshops to engage the public in conversations about the bridge replacement. These workshops will also present relevant background information on the planning process and will provide an opportunity for the community to interact, discuss, and provide input on the project. MIG will rely on source materials and graphics of the bridge prepared by MTCo to develop necessary materials for public presentation including digital presentations, polling, handouts, and/or poster boards. The workshops will be held at specific locations to be determined by City staff. The community workshops will be structured to develop a clear understanding of the workshop purpose and to review key community issues related to the analysis of the project. The workshop format can be fixed or flexible, as appropriate; MIG will work with the City and MTCo to develop a suitable format. The workshops can be designed to include presentations, large or small group discussions, group brainstorming, individual or group feedback exercises, and prioritization or ranking of community preferences. MIG will collect and analyze all workshop results, and will prepare a brief report summarizing the results for each of the workshops. The reports will be provided in digital format. Workshop 1: The purpose of this workshop is to begin engaging residents in conversation to obtain their input on property access issues and design preferences. The meeting will include a short presentation, facilitated discussions and an activity that helps people share their concerns and values. Workshop 2: MIG will take the feedback received from Workshop 1 and the resident survey (detailed below) and work with the Project Team to ensure that community feedback is addressed and incorporated in the bridge redesign. MIG, along with the MTCo team, will facilitate a community meeting where the conceptual bridge designs will be exhibited to the community. This will provide stakeholders an opportunity to assess how the preliminary bridge replacement design addresses community concerns and design preferences. MIG will record and synthesize the meeting discussion to capture all of the feedback. Workshop 3: The purpose of this workshop will be to reveal the final design that will be presented to City Council at a City Council meeting. MIG will give a short presentation that recaps the outreach process and results, exhibits the final design details for the bridge and approaches, and describes upcoming activities for construction. Participants will provide feedback on the final design, discuss how the design responded to their concerns and preferences and provide insight on how the final design achieves the goal of the Southern Heights Bridge Replacement. 3.3.2 Sur% K^� Scope of Work — Southern Heights Bridge Replacement MIG will develop a questionnaire, in cooperation with the MTCo team, to solicit input from residents and interested parties of the Southern Heights Bridge. The survey will be made available on-line, typically open up to a month, requiring clear advance communication to potential participants and frequent reminders to complete and submit the survey by the deadline. The surveys will provide a convenient and effective opportunity for residents to voice their concerns, including property access issues and design preferences for the bridge replacement. MIG will also develop a paper version of the survey, available to those who do not have access to the internet in order to ensure that the opinions gathered are reflective of all residents. MIG will prepare a top -line summary of findings, which will be a key resource designed to inform discussions during subsequent meetings. '4lni,Lchnn Garilitatinn lain to 2 Wnrlrchnnc) MIG and MTCo will work collaboratively with the City to refine the meeting formats and identify the information needs. MIG will facilitate and conduct up to three workshops. MIG will bring two staff. Senior Facilitator, Noe Noyola, will serve as the facilitator and be supported by Project Associate Molly Cooney-Mesker. City staff, community members and MTCo will participate in the workshops as determined in Task 3.3.1. MIG assumes City staff will arrange for and reserve meeting locations. MIG will prepare meeting materials. MIG will prepare the agenda, comment cards and sign in sheet for each meeting. Task 3 Deliverables: • Outreach Strategy and Materials Template • Public Outreach Flyer and Survey • Exhibits and Sketches for Public Meeting • Public Workshop Presentation and Exhibits • Public Workshop agendas, comment cards and sign in sheets TASK 4.0 PRELIMINARY ENGINEERING 4.1 Preliminary (35%) Roadway Plans This preliminary design phase consists of performing design to 35% level. This phase will define the project limits in support of the environmental studies and document decisions made to permit final design to begin. Upon completion of the base mapping and with consideration for stakeholder and public input, MTCo will prepare 35% preliminary roadway plans (including horizontal alignment, vertical profile, typical roadway sections, and drainage modifications) for review by the City. Concurrence from Caltrans District 4 Local Assistance will be required to document approval of the roadway cross-section and approach limits for HBP funding. A preliminary cost estimate will be prepared for the 35% design plans. 4.2 Structure Type Selection Report MTCo will prepare a Structure Type Selection Report to assist the City in determining the best suited structure type for the project. Two different alternatives will be presented in the report, which will include a General Plan, Foundation Plan, and General Plan Estimate for each structure type. The report will discuss the advantages and disadvantages of the alternatives and will address geotechnical and ROW constraints, environmental issues, accessibility issues, and drainage, as well as costs. MARK THOMAS i COMPANY Scope of Work — Southern Heights Bridge Replacement Approval of the Structure Type is required from Caltrans Structure Local Assistance. The General Plan and Foundation Plan constitute 35% bridge design. Task 4 Deliverables: Preliminary (35%) Roadway Plans Structure Type Selection Report 35% Preliminary Cost Estimate TASK 5.0 ENVIRONMENTAL INITIATION & TECHNICAL STUDIES 5.1 Project Initiation LSA Associates (LSA) will participate in a project kick-off meeting with the project engineer and City staff to discuss project details, access needs, schedule, environmental process and strategy; to receive relevant resource documentation or project information; and to visit the project site. 5.2 Technical Studies LSA proposes to conduct the following technical studies identified in the Preliminary Environmental Study (PES). Three copies of each draft report will be submitted to the City for review, and two copies of each final report will be provided. 5.2.1 LSA will evaluate the biological resources present in the project area and determine project effects to those resources. Based on a reconnaissance visit to the bridge site conducted by an LSA biologist on March 25, 2016, the site does not contain any potentially jurisdictional drainages, wetlands, or other sensitive habitat types. There are no features within or adjacent to the project site requiring a wetland delineation. Additionally, based on a review of the California Natural Diversity Data Base (CNDDB) and our on-site observations, the project site is unlikely to provide suitable habitat for any federal or state listed species with the potential to occur in the vicinity. Therefore, our assessment of biological resources will consist of the following: Research/Coordination: LSA will compile a list of special status species with the potential to occur in the project vicinity from the U.S. Fish and Wildlife Service (USFWS), the CNDDB and California Native Plant Society (CNPS) Online Database. Field Survevs: An LSA biologist and certified arborist will conduct the following field surveys: Determination of the Biological Study Area (BSA): LSA will prepare a map depicting the proposed BSA and submit to the City for Caltrans approval. General Field Surveys: LSA will conduct a general field survey within the BSA to map plant communities and assess habitat conditions and evaluate potential impacts to sensitive biological resources from the projects. During this survey, LSA will also inspect the existing bridges for the presence of bats and swallows or other nesting birds. Tree Surveys: LSA will inventory all native trees within the project footprints. Information collected during the inventory will include species, location, diameter breast height (dbh), height, crown width, and general health. Any distinguishing characteristics will also be noted. A map and accompanying report will be prepared. MARK THOMAS i COMPANY Scope of Work — Southern Heights Bridge Replacement Plant Surveys: If the initial field surveys indicate the presence of suitable habitat for special status plant species, LSA will conduct botanical surveys in accordance with the normal blooming period of the target species to ensure that any special status plants that may occur on the project site are readily identifiable during the surveys. All plant species observed on the project site will be identified to an appropriate level of taxonomy to determine protection status (if any). A maximum of two such surveys are assumed. Documentation: LSA proposes to prepare a Natural Environment Study (Minimal Impacts) (NESMI) to document biological resources in the project area and evaluate potential project effects to biological resources. The results of the field surveys will be documented in an NESMI prepared in accordance with the most recent Caltrans' Guidance. The NESMI will include: a site vegetation map, including the results of the tree survey; a discussion of plant communities present on the site and the associated animal species expected to occur; an assessment of project impacts on the biological resources present including any special status species; and recommended avoidance, minimization, and mitigation measures as appropriate. Based on the CNDDB, the only special status species with the potential to occur in the project vicinity is white -rayed pentachaeta (Pentachaeta bellidiflora), a state and federally -listed plant species; however the project site is unlikely to provide suitable habitat for this species. There is the potential for special status bat species as well as nesting bird species to be affected by the project. Appropriate avoidance and minimization measures will be included for bird and bats, as needed. Based on our preliminary review, it appears highly likely that the project will have "no effect" or will be "unlikely to adversely affect" federally listed species; the NES will document this finding. Therefore it is likely that Caltrans will concur that there will be no need to prepare a Biological Assessment. 5.2.? I"ultural Resources Evans & De Shazo, LLC, as a subconsultant to LSA, will conduct cultural resource studies that are needed for the City and Caltrans to address requirements of Section 106 of the National Historic Preservation Act, NEPA, CEQA, and the Caltrans 2014 First Amended Programmatic Agreement Among The Federal Highway Administration, the Advisory Council on Historic Preservation, the California State Historic Preservation Officer, and the California Department of Transportation Regarding Compliance With Section 106 of the National Historic Preservation Act, as it Pertains to the Administration of the Federal -Aid Highway Program in California (Section 106 PA). Evans & De Shazo, LLC will conduct the following tasks to identify cultural resources in the project's Area of Potential Effects (APE). Research and Field Investiaation: A complete records search of the APE and a 0.5 -mile radius will be conducted at the NWIC. The records search and will identify previously recorded or otherwise known cultural resources and previous cultural resource studies within or adjacent to the APE. A review of cultural resource inventories will be completed to identify cultural resources that may be listed within or adjacent to the APE. The following lists will be reviewed: National Register of Historic Places, California Register of Historical Resources, California Inventory of Historic Resources, California Historical Landmarks, California Points of Historical Interest, Caltrans Historic Highway Bridge Inventory. Background research and a literature review, consisting of a review of archaeological, ethnographic, historical, and environmental publications and maps at historical archives will also be performed. The background research will identify previously recorded or otherwise known cultural resources in or adjacent to the APE. 8 MARK THOMAS i COMPANY Scope of Work — Southern Heights Bridge Replacement Evans & De Shazo, LLC will contact the Native American Heritage Commission for (1) a review of the Sacred Lands File to determine if the APE contains any listed sites, and (2) a list of Native American contacts who may have concerns about the APE. Local Native Americans on that list will be contacted by letter and follow-up telephone calls, as necessary, to inquire about any concerns or information they may have. Evans & De Shazo, LLC will consult with Caltrans to determine which resources can be exempted and which will require evaluation, contact the Marin County History Museum in San Rafael for any information or concerns they may have about the APE and conduct a pedestrian survey to identify any cultural resources within the APE. Documentation: Evans & De Shazo, LLC will prepare an Area of Potential Effects (APE) map, a Historic Property Survey Report (HPSR), an Archaeological Survey Report (ASR), and a Historical Resources Evaluation Report (HRER) per Caltrans standards. Evans & De Shazo, LLC will prepare DPR 523 forms for up to five built environment resources and one archaeological resource, if encountered, within the APE. Tprhnirzl Nnkp Mpmnnnrinm LSA will prepare a technical noise memorandum consistent with the Caltrans Traffic Noise Analysis Protocol (May 2011) because the proposed project is a Type 3 project based on 23 CFR 772 (i.e., would not involve in the construction of new through lanes or auxiliary lanes and substantial changes in the horizontal or vertical alignment of the roadway). The technical memorandum will also evaluate construction noise impacts in terms of maximum levels (Lmax) and the frequency of occurrence at adjacent noise -sensitive locations. The construction noise analysis requirements will be based on the sensitivity of the area and the City's Noise Ordinance specifications. 5.2.c disual Resource, Construction of a new bridge may alter the appearance of the immediate area. LSA will prepare a Visual Resources Technical Memorandum to evaluate the aesthetic compatibility of the proposed project with the surrounding area. The memorandum will consider the consistency of the project with the applicable San Rafael General Plan visual resources policies, the Caltrans SER, the FHWA Visual Impact Assessment for Highway Projects guidelines, and other applicable regulations and guidance. Physical changes to the area as a result of the proposed project and the resulting change in appearance will be identified, documented, and assessed in terms of their visual impact. The area within the project limits will be field inventoried and documented. The analysis will include ground -level photographs from several viewpoints near the project site. Actual visual simulations have not been included in this scope of work. Visual conditions and project impacts will be discussed qualitatively. The gathered information will serve as the visual setting of the project and the baseline condition against which changes in appearance and potential visual impacts will be determined. Field studies will determine potentially affected viewer groups within and near the project limits. The nature and extent of evident changes will be described. This information will be used to assess the potential visual impacts of the project. The visual resources technical memorandum will determine whether the project will block or disrupt scenic views or vistas, damage or remove any recognized scenic resources, substantially alter visual quality or visual character within the project limits, or create a substantial new source of light or glare. The visual assessment will be presented in written form in a technical memo with supporting maps and graphics. A licensed Landscape Architect will review and sign the Visual Resources Technical Memo. Following final approval of this memorandum by Caltrans, the analysis and findings will be incorporated into the environmental documentation for CEQA. 5.2.5 Land Use/Community Impacts Technical Memorandum Scope of Work — Southern Heights Bridge Replacement The Land Use Analysis will focus on the project's relationship to local land use patterns and potential land use conflicts, including compatibility issues associated with nearby residences. Existing on-site and surrounding land uses will be described and mapped. The compatibility of the proposed project's land uses with existing and planned area land uses will be evaluated and described. LSA will include an analysis of the project's consistency with relevant, local land use policies (City of San Rafael General Plan), and zoning regulations for projects adjacent to creeks. The Community Impact Technical Analysis will be consistent with the guidelines in the FHWA Technical Advisory T6640.8A, Caltrans CIA Handbook (1997), and other applicable guidance from the FHWA and the Caltrans SER Web sites. The analysis will describe the public outreach program conducted for the project along with right of way needs, as defined by the project engineer, including type of land use, how or where right of entry will be and how the proposed project will affect existing land uses. The project may affect the local community in the short term due to the necessity for temporary detours. The analysis will describe existing, adopted, and proposed land uses on and in the immediate vicinity project site. Based on the preliminary right of way information from the project engineer, a technical memorandum will be prepared that summarizes the impacts to all local right of way resources both during and post -construction. Should any significant right of way conflicts exist, a boundary survey and further analysis will be necessary. The analysis will provide recommendations to avoid, minimize, and/or mitigate potential adverse impacts of the proposed project where feasible. 5.2.6 Equipment Staging MTCo will prepare a technical equipment staging memorandum outlining construction staging, the equipment required to build the project improvements and the areas at the project site where the equipment will be located. TY 41Ir MTCO will prepare a technical traffic memorandum outlining the traffic control and traffic routing required for the construction of the project improvements. The memorandum will address impacts not only to vehicles, but also to cyclists, pedestrians, transit and emergency response services. A proposed detour plan, including the length, duration and location will be detailed in the memorandum. 5.3 Meetings/Project Management LSA will track progress, schedule, and budget for individual technical memorandum. LSA will coordinate with the Project Engineer and City Staff throughout the project. LSA will submit monthly progress reports identifying tasks completed, budget status, and issues status. An LSA Principal Planner and Senior Planner will attend one initial meeting in Task 1 to discuss the overall project and visit the project site with other team members. The LSA Principal Planner will be available for three subsequent team meetings and conference calls as needed during the environmental documentation process. Both the Principal Planner and the Senior Planner will be available for interim phone calls and will participate in email discussions of project issues. We will provide written documentation of all substantive project developments in the form of client emails and/or phone conversation records, and will follow up our submittals to outside parties and conduct coordination as necessary to ensure efficient and timely review. Task 5 Deliverables: Draft and Final Technical Studies as listed in 5.2 10 MARK THOMAS i COMPANY Scope of Work — Southern Heights Bridge Replacement PROJECT ASSUMPTIONS This scope of work has been prepared using the following assumptions: • The project will be advertised, awarded, and administered by the City and the City will coordinate reproductions of the bid package. • No Design Exceptions will be required. • Project duration through final PS&E is no more than 24 months. • The City will provide any rights -of -entry and traffic control needed for conducting topographic surveys, environmental field surveys, geotechnical borings, and appraisals. • The City will waive any encroachment and boring permit fees and bond requirements. • The bridge will be closed to facilitate geotechnical borings. • The City will provide title reports. • A formal Structure Type Selection Meeting with Caltrans is not required. • Only one project design alternative will be assessed through environmental review. • No regulatory permits will be required for the project. Scope of Work — Southern Heights Bridge Replacement PHASE 2 — FINAL DESIGN For this HBP project, the MTCo team will follow the scope of work below for the Southern Heights Bridge Replacement Project in the City of San Rafael. Based on our review of the project site, our knowledge of the area, previous projects within the City, discussions with Caltrans staff, and information we have gathered from the RFP, these following scope items are necessary to accomplish our proposed work approach. MTCo will diligently perform this scope of work and will be responsible for items of work under this contract to the extent that issues arising from the performance of these services are within our reasonable control, and that MTCo's obligation to indemnify and defend are limited to the extent actually caused by MTCo in the performance of this scope of work. TASK 6.0 PROJECT MANAGEMENT AND COORDINATION MTCo will continue to provide overall management of the project, including approvals for final design, environmental clearance, and coordination with the City and other stakeholders. 6.1 Project Management MTCo will provide continued management of subconsultants in the performance of their work. Management activities shall also include maintenance of a critical path method (CPM) design schedule and progress reports to be distributed monthly. The schedule will be updated as progress is made, with critical path activities clearly shown for team review purposes. The schedule and billings shall be submitted in the form and in sufficient detail to track the project status and contract expenditures as outlined by the City at the beginning of the project. 6.2 Project Development Team Meetings Project Development Team (PDT) meetings will be held at the City offices. A total of three PDT meetings are proposed during this phase of the scope of work. MTCo will prepare agendas for each meeting and distribute them to the PDT prior to each meeting. MTCo will facilitate meetings and prepare meeting minutes with action items. MTCo will endeavor to schedule these meetings to coincide with preparations for public meetings and the submittal of design packages. 6.3 Quality Control The MTCo Quality Control plan consists of established procedures for performing the work (which are reassessed with each project), including methods for design calculations, establishing appropriate levels of design development for intermediate submittals, identification of required plan checks, design checklists, and methods of project documentation. Our QC/QA Manager will implement and maintain these quality control procedures during the preparation of plans and documents throughout final design. Task 6 Deliverables: • Monthly Invoices and Status Reports • Project Schedule & Updates (MS Project) • PDT Meeting Agendas and Minutes (Up to 3) 12 MARK THOMAS i COMPANY Scope of Work — Southern Heights Bridge Replacement TASK 7.0 DESIGN 7.1 Utility Coordination MTCo will continue to provide utility coordination for the project to address potential relocations of utility poles and overhead electric and communications lines and to accommodate utilities on the bridge including natural gas and water. Coordination with utilities for temporary service during construction will be included for relocated or rerouted facilities. Due to the federal funding associated with the project, utility coordination services will be conducted in general conformance with Caltrans Local Assistance and Utility Relocation Manuals. The MTCo team will follow the Utility A -B -C process and will prepare the required utility certification documents (1101, NTO, UA). Utility A letters were included as part of Phase 1 scope of work. The remainder of the utility coordination process will be completed in Phase 2. B — MTCo will compare project utility mapping with proposed improvements and determine which existing facilities may require relocation. MTCo will draft signature -ready utility notification letters to utility companies for City signatures. Utility Notification letters will identify limits of relocation and proportionate cost sharing. C — MTCo will work with Utility companies to get utility agreements drafted for City signatures. Utility agreements will be negotiated on behalf of the City as appropriate. 7.2 Geotechnical Investigation 7.2.1 Draft & Final Foundation Report Parikh will prepare preliminary recommendations for the proposed bridge foundations including results of the analyses completed in Phase 1. The format will follow Caltrans guidelines for preparing Bridge Foundation reports. Using the general plan as a base map, boring logs will be provided using the standard Caltrans LOTB sheets. The final report will include design recommendations for the bridge foundation based on review comments and any updates subsequent to the draft report preparation. 7.3 65% Submittal 7 1 9 CIW 4n71d1A1w Plan, MTCo will prepare draft engineering plans for the roadway approaches based upon the approved preliminary roadway plans. The plans will include typical sections, layouts, profiles, construction details, drainage plans, utility plans, traffic control plans and signing and striping plans. In general, it is anticipated that the following plan sheets will be prepared: Title Sheet 1 Typical Sections 1 Project Control Diagram 1 Layout/Profile (1" = 20') 1 Construction Details 2 Drainage Plan 1 Utility Plan 1 Traffic Handling/Stage Construction (1" = 20') 1 Signing/Striping 1 Total Roadway Plan Sheets 10 13 MARK THOMAS &COMPANY Scope of Work — Southern Heights Bridge Replacement 65% Structure Plans MTCo will prepare structural calculations and bridge plans for the selected bridge replacement alternative. At the 65% submittal, MTCo will submit a complete, unchecked set of bridge plans to the City. The structure design will be performed in accordance with AASHTO LRFD Bridge Design Specifications, 6`h Edition with Caltrans Amendments and Caltrans Seismic Design Criteria, Version 1.7. The latest updated versions of the Caltrans Bridge Design Manuals will be used. In general, it is anticipated that the following plan sheets will be prepared: �Geeral Plan 1 Deck Contours 1 Foundation Plan 1 Abutment Layout Abutment Details Bent Layout Bent Details Typical Section Slab Reinforcement Details Bridge Railing Miscellaneous Details Log of Test Borings 2 Total Structure Plan Sheets 17 7.4 Final Design 1.Z.1 95% Roadway Plans Comments from the 65% Plans will be addressed and incorporated into the 95% design. Responses to comments received on the 65% plans will be prepared and submitted to the City. The roadway design will be advanced to a 95% level and will include construction areas signs sheet, additional detailing for roadway and/or driveway conforms, grading, lighting (optional task), and drainage details. 7.4.2 95% Structure Plans MTCo will perform an independent design check of the bridge plans in conformance with Caltrans bridge design procedures. The independent check will be completed by an experienced registered engineer who was not involved in the original design of the structure. Calculations and computer runs will be performed to check the bridge layout and structural integrity. A plan set will be marked up in two colors, yellow indicating approved items and red indicating items to be discussed. Upon completion of the design check, discrepancies between the designer and checker will be reconciled and plans updated for preparation of final quantities, estimate and specifications. MTCo will incorporate the City's comments on the 65% submittal and submit responses in writing for the 95% submittal. /.4.3 Special Provisions MTCo will develop project special provisions using 2015 Caltrans Standard Specifications. The special provisions will be prepared using Microsoft Word. Special provisions will be submitted at the 95% and 100% (Final) submittals. The City's boilerplate contract language will be incorporated into the specifications. In conformance with the 2015 Standard Plans, measurement and payment clauses will not be included in technical specifications. 14 MARK THOMAS &COMPANY Scope of Work — Southern Heights Bridge Replacement Engineer's Estimate MTCo will develop quantities and prepare construction cost estimates using the project geometrics and surfaces developed from survey information. Cost estimates will be calculated at the 65%, 95%, and Final submittals. Construction costs will be developed using current bid results from similar projects, Caltrans data base information and from Caltrans latest Construction Cost Manual. All estimates will be done in Caltrans BEES format using Microsoft Excel. 4.5 Final PS&I= Comments from the 95% Plans will be addressed and incorporated into the final design. Responses to comments received on the 95% plans will be prepared and submitted to the City. All final plan revisions will be made. Updates to the specifications and estimate will be completed. Final contract documents will be provided to the City for project advertisement. Task 7 Deliverables: • Utility B and C Plan Letters • Draft/Final Foundation Report • Plans (65%, 95%, and Final) • Special Provisions (95% and Final) • Engineer's Estimate (65%, 95%, and Final) TASK 8.0 ENVIRONMENTAL CLEARANCE 8.1 Prepare NEPA Categorical Exclusion For processing NEPA, LSA will complete the Categorical Exclusion (CE) Checklist and prepare a Section 6004 CE Determination form (available on Caltrans Standard Environmental Reference page). A summary document (two to three pages) of the environmental issues and project findings will be attached to the CE. The completed form will be submitted to Caltrans with the final technical studies (revised per City and Caltrans comments) to support the findings of the CE. If, during the course of the preliminary planning and environmental study preparation, additional unforeseen environmental constraints or project impacts are identified that would necessitate the preparation of an Environmental Assessment (EA) or Finding of No Significant Impact (FONSI) to address NEPA requirements, a budget augment would be necessary. 8.2 Prepare Initial Study/Mitigated Negative Declaration The bridge project will be processed through the use of an IS/MND for CEQA purposes. Technical Studies prepared for NEPA review will serve as the back-up for the CEQA IS/MND. 8.2.1 Administrative Draft IS/MND LSA will prepare an IS/MND for City review. The format will be based on the CEQA Initial Study checklist and an expanded evaluation of each issue area. Included in the IS/MND will be a project description, discussion of the environmental review process, and project methodology. A total of three copies will be printed for review by the City. 15 MARK THOMAS i COMPANY Scope of Work — Southern Heights Bridge Replacement 8.2.2 Preliminary Draft IS/MND Following review by the City, LSA will prepare a Preliminary Draft IS/MND. This second version will address each of the City's comments on the Administrative Draft IS/MND. Three copies of the Preliminary Draft IS/MND will be submitted for review by the City. R i Dnhlir RPVIPIAI Draft IC AND The purpose of this task will be to respond to the City's comments on the Preliminary Draft IS/MND, complete necessary revisions, submit the document for City approval, and publish for public review. Thirty copies of the Draft IS/MND will be provided to the City to circulate for public review. It is expected that the City will be responsible for publishing all legal notices and advertisements. LSA will assist the City in the preparation of notices including the notice of availability for public review, public notice of intent to adopt the MND, and the Notice of Completion for the State Clearinghouse. 8.2.A Response to Comments on Preliminary Final MND The purpose of this task is to prepare written responses to comments received on the Draft IS/MND that raise significant environmental issues and submit them for City staff review after the close of the public comment period. LSA will also include a Mitigation Monitoring Program in the document that outlines timing and responsibility assignments for implementing each measure. Two copies of the Mitigation Monitoring Program will be submitted separately to the City. 8.2.5 Final IVii LSA will incorporate the final comments and responses into the Final MND and will submit 20 copies of the approved document for distribution by the City to agencies and individuals that commented on the Draft IS/MND. Final adjustments to the Mitigation Monitoring Program will be made based on staff review and comment. Task 8 Deliverables: • NEPA CE Checklist • Administrative Draft IS/MND • Public Review Draft IS/MND • FinalIS/MND It is anticipated that no permanent property acquisition will be required for the proposed project. However, there will be need to obtain temporary right of entry to adjacent properties during the construction and potential need to acquire temporary construction easements (TCE's). MTCo's subconsultant, Hamner, Jewel & Associates (HJA), will provide right of way acquisition services to the City to support preparation of right of entry agreements and TCE's. All R/W activities will follow Caltrans Division of Local Assistance procedures. 9.1 Right of Way Engineering Once right-of-way needs have been identified, MTCo will prepare (11 "x17") exhibits for the six impacted parcels. These exhibits will show the impacted area laid over an aerial photograph. Areas of temporary easement and encumbrances will be shown to assist in the appraisal process. Additionally, MTCo will prepare up to six legal descriptions with 8-1/2" x 11" plats for Temporary 16 MARK THOMAS i COMPANY Scope of Work — Southern Heights Bridge Replacement Construction Easements. A draft of each legal description and exhibit drawing will be submitted to the City for review and comments. The legal description and exhibit plat will be stamped and signed only after City approval. 9.2 Right of Way Acquisition HJA will identify affected property owners; prepare nominal value wavers for up to three TCE's and appraisals for up to three additional TCE's. Once the valuation/appraisal process is complete, and the values are reviewed and pre -approved by the City, HJA will prepare offer packages for each owner that would include an offer letter, Valuation/Appraisal Summary Statement, proposed ROW Agreement and Temporary Construction Easement Deed, and a right of way acquisition informational brochure. These documents would be presented to the City for its review and pre -approval prior to presenting offers to property owners. After offer presentation, HJA would pursue agreements with each owner to finalize the right of way transfers. It is always our goal to reach mutually acceptable amicable agreements on the City's behalf, and we have a very high success rate of doing so, however if for any reason we do not gain property owner cooperation, we would consult with the project team and City Attorney if appropriate to identify optional courses of action. This scope is based on the understanding that no structures will be impacted and no occupant displacements will occur. No permanent rights will be required. Task 9 Deliverables: • Plats & Legal Descriptions — Up to six (6) TCE's • Nominal Value Waivers — Up to three (3) parcels • Appraisals — Up to three (3) parcels • Acquisitions — Up to six (6) TCE's TASK 10.0 BIDDING/ CONSTRUCTION SUPPORT 10.1 Bidding / Construction Support The MTCo team will provide assistance to the City during the bidding process and during construction of the project. The work may include answering bid inquiries from prospective bidders, attending pre-bid meetings, and preparing addenda to the PS&E documents during the advertisement period. During construction, the work may include responding to Requests for Information (RFIs) by the contractor, providing consultation and interpretation of the contract documents, preparing Contract Change Orders (CCOs), reviewing shop drawings, attending construction meetings and field visits, and preparing a substantial completion punch list. MTCo has provided a "budget" amount of 80 hours to be used on a time and materials basis as requested by the City. Any time spent beyond this budget will require a contract amendment. 10.2 Prepare Record Drawings MTCo will prepare record drawings based on the red -lined as -built drawings submitted by the Construction Manager after completion of construction. 17 MARK THOMAS i COMPANY PROJECT ASSUMPTION This scope of work has been prepared using the following assumptions: • The project will be advertised, awarded, and administered by the City and the City will coordinate reproductions of the bid package. • No Design Exceptions will be required. • Project duration through final PS&E is no more than 24 months. • The City will provide any rights -of -entry and traffic control needed for conducting topographic surveys, environmental field surveys, geotechnical borings, and appraisals. • The City will waive any encroachment and boring permit fees and bond requirements. • The bridge will be closed to facilitate geotechnical borings. • The City will provide title reports. • A formal Structure Type Selection Meeting with Caltrans is not required. • Only one project design alternative will be assessed through environmental review. • No regulatory permits will be required for the project. 18 To City of San Rafael Dept. of Public Works 1 1 1 Morphew Street San Rafael, CA 94901 Attention Jeffrey Stutsman We are ❑ Per Your Request sending ® Enclosed ❑ By Mail ❑ By Printer ❑ By Messenger ❑ By UPS/Special Delivery ❑ Under Separate Cover Date File RE For Your ❑ Action ® Approval ❑ Review ❑ Comments Kw! u l um DESCRIPTION 3 Agreement for Professional Services 1 W-9 Form Remarks Copies to 7300 Folsom Boulevard, Suite 203 Sacramento, CA 95826 www.markthomos.com Tel: (916) 381-9100 Fax. (916) 381-9180 OVERNIGHT MAIL June 14, 2016 SA -16126 So. Heights Bridge Replc ❑ File/Information ❑ Construction ❑ Quotation Mark Thomas & Company, Inc. By Marlayna Harney 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 616/6 agreement. 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 Aird � c C - approval, if Council approval °� 6l 6 GrCouncil necessary (as defined by City Attorney/City Ordinance*). 4 City Attorney Review and approve form of agreement; ,(has is bonds, and insurance certificates and : Re""at endorsements.w 5 City Manager / Mayor / or Department Head Agreement executed by Council authorized official. I 6 City Clerk City Clerk attests signatures, retains original agreement and forwards copies to the contracting department. To be completed by Contracting Department: Project Manager: Jeff Stutsman Project Name: Southern Heights Bridge Replacement Agendized for City Council Meeting of (if necessary): 6/6/2016 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.