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PW Francisco Blvd Multi-Use Path DesignAGREEMENT FOR PROFESSIONAL SERVICES WITH ALTA PLANNING + DESIGN, INC. FOR THE FRANCISCO BLVD WEST MULTI -USE PATHWAY — SECOND ST TO ANDERSEN DR PROJECT ARTICLE I INTRODUCTION %N A. This Agreement is entered into as of the /7 day of 1 -i -a K u u .c f , 2017, by and between the following named business entity, hereinafter referred to as CONSULTAT, and the following named public agency, hereinafter referred to as, LOCAL AGENCY: The name of the CONSULTANT is as follows: ALTA PLANNING + DESIGN. INC. The Project Manager for the CONSULTANT will be MICHAEL JONES. The name of the LOCAL AGENCY is as follows: CITY OF SAN RAFAEL The Contract Manager for the LOCAL AGENCY will be BILL GUERIN, Public Works Director. B. The work to be performed under this Agreement is described in Article II entitled Statement of Work and the approved CONSULTANT's "Scope of Work (Revised Dec. 15, 2016)" submitted to LOCAL AGENCY on December 16, 2016 (hereafter sometimes referred to as the "Scope of Work"). C. Except as otherwise provided in Subparagraph B above, 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. Page 1 of 17 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 Agreement. 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 terms of this Agreement 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 A. CONSULTANT Services: The CONSULTANT's approved "Scope of Work (Revised Dec. 15, 2016)" submitted to LOCAL AGENCY on December 16, 2016, is attached hereto marked Exhibit A and incorporated by reference. If there is any conflict between Exhibit A and this Agreement, this Agreement shall take precedence. ARTICLE III CONSULTANT'S REPORTS AND/OR MEETINGS A. The CONSULTANT shall submit progress reports 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 Agreement. ARTICLE IV PERFORMANCE PERIOD A. This Agreement shall go into effect upon execution by both parties, and the CONSULTANT shall commence work after notification to proceed by the LOCAL AGENCY'S Contract Manager. The Page 2 of 17 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 Agreement award is not binding on the LOCAL AGENCY until the Agreement is fully executed and approved by the LOCAL AGENCY. ARTICLE V ALLOWABLE COSTS AND PAYMENTS A. The LOCAL AGENCY will reimburse the CONSULTANT based on a time and materials basis with a maximum "not to exceed" fee as set forth in the CONSULTANT's Project Budget attached hereto as part of Exhibit A, and incorporated herein, as being the maximum cost to perform all work. The Project Budget fee shall include all direct costs and overhead 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 Agreement value as provided in Subparagraph A above, unless additional reimbursement is provided for by Agreement amendment. In the event that the LOCAL AGENCY determines that a change to the work from that specified in the Agreement is required, the Agreement time and or actual costs reimbursable by the LOCAL AGENCY shall be adjusted by Agreement amendment to accommodate the changed work. 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 Exhibit A, the LOCAL AGENCY shall have the right to delay payment and/or terminate this Agreement in accordance with the provisions of Article VI Termination. D. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this Agreement. E. The CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit 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 Agreement 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 Agreement. 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: Bill Guerin, Public Works Director 111 Morphew Street San Rafael, CA 94901 F. All subcontracts in excess of $25,000 shall contain the above provisions. 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, Agreement or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. Page 3 of 17 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 Agreement 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 Agreement. 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 Agreement in any manner. C. It is mutually agreed that if sufficient funds are not appropriated, this Agreement may be amended to reflect any reduction in funds. D. The LOCAL AGENCY has the option to void the Agreement under the 30 -day cancellation clause, or by mutual agreement to amend the Agreement to reflect any reduction of funds. ARTICLE VIII CHANGE IN TERMS A. The terns 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. 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. Page 4 of 17 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 Agreement 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 10.000. 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 prograln 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: 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. 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. Page 5 of 17 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. 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: 1. 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. 2. 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. 3. 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: 1. 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. 3. 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: Page 6 of 17 1. 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. 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 cost individual 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. Page 7 of 17 C. Any costs for which payment has been made to CONSULTANT that are detennined 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 Agreement that no person or selling agency has been employed, or retained, to solicit or secure this Agreement 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 Agreement without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the Agreement 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 Agreement 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 Agreement, including but not limited to, the costs of administering the Agreement. All parties shall make such materials available at their respective offices at all reasonable times during the Agreement period and for three years from the date of final payment under the Agreement. 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 Agreement 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 Agreement 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 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 Agreement. ARTICLE XIV AUDIT REVIEW PROCEDURES A. Any dispute concerning a question of fact arising under an interim or post audit of this Agreement that is not disposed of by agreement, shall be reviewed by the LOCAL AGENCY'S FINANCE DIRECTOR. Page 8 of 17 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 Agreement. 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 Agreement shall be subcontracted without written authorization by the LOCAL AGENCY'S Contract Manager, except that, which is expressly identified in the approved Scope of Work. B. 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 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 Statement of Work 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 Agreement 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 Agreement, or if the Agreement 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, 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 $5,000.00 is credited to the project. D. All subcontracts in excess $25,000 shall contain the above provisions. Page 9 of 17 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 Agreement; to review and inspect the project activities and files at all reasonable times during the performance period of this Agreement 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 Agreement shall contain all of the provisions of this Article. D. CONSULTANT )rust have a Division of Occupational Safety and Health (CAL -OSHA) pennit(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. 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 Page 10 of 17 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: 1. 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. 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. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 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. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to LOCAL AGENCY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the 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 Page I I of 17 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 laneuaee or specific endorsements evidencine the other insurance requirements set forth in this Aereement. 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 Agreement, ownership and title to all reports, documents, plans, specifications, and estimates produced as part of this Agreement 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 Agreement 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. 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 pen -nit copyrighting 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. Page 12 of 17 F. Any subcontract in excess of $25,000 entered into as a result of this Agreement, 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 Agreement, 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 Agreement, 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 Agreement, 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 Agreement 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 Agreement, 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 Agreement without prior review of 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 Agreement 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. Page 13 of 17 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 Agreement 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. 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 Agreement 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. Page 14 of 17 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 Agreement, 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 Agreement, 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 Agreement, 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 Agreement. 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 Agreement shall be eligible to bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this Agreement. ARTICLE XXIX REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION The CONSULTANT warrants that this Agreement 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 Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the Agreement 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 Agreement 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: LOCAL AGENCY: Alta Planning+Design, Inc. Michael Jones 100 Webster Street, Suite 300 Oakland, CA 94607 City of San Rafael Bill Guerin, Public Works Director 111 Morphew Street P.O. Box 151560 San Rafael, CA 94915-1560 Page 15 of 17 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 subconsultants 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. 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). Page 16 of 17 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 perforin 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 Cl OF SAN JA JI SC UT^ Ci Ma ager ATTEST: ESTHER C. BEIRNE City Clerk APPROVED AS TO FORM: ROBERT F. EpsTEIN�� U City Attorney Alta Planning+Design, Inc. By: George Hudson Title: President as duly authorized By: Carolyn Sullivan Title: Vice President as duly authorized Page 17 of 17 C' J3 100 Webster Street, Suite 300 Oakland,94607 (510) 540-5-5 00808 PLANNING + DESIGN www.altaplanning.com December 16, 2016 Attn: Hunter Young City of San Rafael Public Works Department 111 Morphew Street San Rafael, CA 94915-1560 Re: Multi -Use Pathway Environment Clearance & Concept Design, Andersen Dr. to Second St. Dear Mr. Young: RECEIVED DEC l 2016 CITY OF SAN RAFAEL On behalf of Alta Planning + Design (Alta), I am pleased to provide this revised Scope of Work, Budget and Schedule to provide environment clearance and conceptual design services for the Multi -Use Pathway along the SMART right-of-way from Andersen Dr. to Second Street in San Rafael. I will serve as Principal -in -Charge for these services, reprising my role on many recent transportation and recreation projects in Marin County, including the SMART Preliminary Design and EIR project, Central Marin Ferry Connector Project and the Cal Park Tunnel Pathway. Paul Klassen, P.E., who led SMART's MUP Design efforts, will serve as Project Manager and will be supported by a strong breadth staff from Alta, LSA Associates and Coastland Civil Engineering. This is the same team who successfully delivered the previous feasibility study. To meet technical needs we are pleased to expand the team with Cinquini & Passarino for surveying and right-of-way support and W -Trans for traffic analysis. As requested by the City, the scope has been recrafted to meet budget limitations and include an alternative to place the channel or a portion of it in a culvert. The scope focuses on preparing and evaluating preliminary designs and options and the environmental analysis work needed to get as far down the resource agency permit process as possible. Alta looks forward to assisting the City and remain available to provide any additional information or clarification. Please contact me at (415) 482-8660 or maiones(a)altaolannina.com or Paul Klassen at (707) 495-5202 or oaulklassen analtaolannina.com. Sincerely, Michael Jones, MCP CEO, Principal Alta Planning + Design CC: Kevin McGowan, S. Rafael Bill Guerin, S. Rafael Paul Klassen, Alta Francisco Boulevard West Multi -Use Pathway -Second Street to Andersen Drive I Alta Planning+Design Scope of Work (Revised Dec. 15, 2016) Task 1: Project Management and Coordination 1.1 PROJECT INITIATION: CONFIRM SCOPE, SCHEDULE, AND GOALS To get off to a fast and productive project start that is in tune with the City's needs, we propose to meet with City staff (City) and the BPAC to review project goals, scope, key Issues, funding requirements, critical environmental studies, confirm stakeholders, review and collect available Information, and review the project schedule. 1.2 PROJECT MANAGEMENT, QUALITY ASSURANCE, AND QUALITY CONTROL Quality work, cost control, and schedule compliance result from a systematic management program tailored to this project. Prior to the beginning of production work, the Alta's Project Manager, Paul Klassen, will meet with the City to review the work plan. Alta will host monthly project development team meetings, in person or via phone with the consultant team, the City Project Manager and staff, and when appropriate, Include other agencies or stakeholders. Alta will prepare agendas and meeting notes for status meetings. These meetings will allow for close communication on upcoming tasks and review of deliverables. Meetings will be held more frequently when appropriate. Task 1 Deliverables: Project schedule and updates Monthly project progress reports Task 2: Development of Preliminary Plans 2.1 KICK-OFF MEETING, DOCUMENT AND DATA COLLECTION Alta will submit to the City a Request for Information memo outlining potentially pertinent information Including surveys, assessor parcel maps and data, railroad valuation maps, utility mapping, plans for existing and proposed City and SMART Improvements, drainage information and traffic data for crossings and intersections adjacent to crossings. Alta will evaluate existing plans, documents and data, conducting a project kick off meeting and site review with City staff and BPAC members to view the project site constraints and opportunities and the disposition of the drainage channel, street, rail and various structures and improvements on the site and discuss the City's goals and concerns. Task 2.1 Deliverables: Request for information memo Meeting agendas and minutes Including summary of the site visit 2.2 ASSESS EXISTING CONDITIONS CONSTRAINTS AND OPPORTUNITIES The site will be evaluated to determine the physical, regulatory and right-of-way constraints and the current designs for the rail and street alignments for the project site. Based on the information gathered we will develop a Constraints and Opportunities map and corresponding memorandum discussing key findings and considerations including right-of-way, wetlands, utilities, encroachments such as fences and structures including existing and proposed rail and street improvements. We will meet with the City to review our Initial findings and incorporate comments into the final map and memo. Task 2.2 Deliverables: Existing conditions map and memorandum 2.3 TOPOGRAPHIC AND BOUNDARY SURVEYING AND RIGHT-OF-WAY PLAN Cinquim & Passarino, Inc. will prepare supplemental topographic mapping along the southwesterly right-of-way line of the SMART parcel from Irwin Street to Rice Drive. Mapping will extend from approximately 20 feet north of the right-of-way line to 20 feet south of the right-of-way line. Additional mapping will extend from Irwin Street north along the existing right-of-way line approximately 250 feet. 12/19/16 Francisco Boulevard West Multi -Use Pathway -Second Street to Andersen Drive I Alta Planning + Design Topographic survey will include all necessary work to produce a topographic map, including features such as, but not limited to buildings, curb lines, water meters, sewer cleanouts, valves, manholes (including rim, invert and pipe information), utility markings on the pavement, utility poles, driveway locations, sidewalks, trees six inches and larger, drip line radii, retaining wall or decorative walls, and any other pertinent information that could apply to the project during design. Task 23 Deliverables: • Topographic map and right-of-way plan in AutoCAD format 2.4 PREPARE PRELIMINARY PLANS AND EVALUATE OPTIONS Using the findings of the constraints and opportunities, Alta will develop conceptual alignment alternatives. The goal of the design effort will be to produce a facility that minimizes right-of-way and environmental impacts while providing a safe, efficient and enjoyable trail experience. Alignment mapping will be developed in sufficient detail to show constraints and opportunities, and to clarify the design and its relationship to existing constraints and opportunities. Because of the limited right-of-way, wetlands and SMART double tracks, we anticipate that alternatives within the SMART right- of-way will mostly consist of pathway cross-section variations and minor alignment options that minimize environmental impacts and an option of putting the existing channel, or a portion of it, in a culvert with the pathway over the top. Alta will submit the draft pathway concepts and alignments to the City staff for review and comment. Once we incorporate the comments, we will revise the plans and present the pathway alignments and options to the City and BPAC. Task 2.4 Deliverables: • Draft concept plans, draft assessment of the options • Memorandum with concept plans, cross sections, preliminary comparative construction cost estimates and assessments of the options 2.5 PREPARE PREFERRED ALTERNATIVE PLANS Based on input received from the City and stakeholders, we will refine the pathway concept to produce a preferred alternative. The preferred trail concept plan will be further refined and Alta will provide a preliminary construction cost estimate for the preferred alignment. Task 2.5 Deliverables: • Preferred pathway alternative alignment drawing and description • Updated preliminary construction cost estimate Task 3: DRAFT CEQA Document TASK 3.1: INITIAL ASSESSMENT/PROJECT DESCRIPTION Following authorization to proceed, the Alta team will conduct an initial assessment of project impacts based on the MUP project description and make a preliminary determination of what documentation will be required. LSA will consult the City of San Rafael regarding these findings and to determine the necessary technical work that will need to be conducted as required. This Scope of Work is based on amending the existing CEQA documents for the initial SMART project and the documents for the Larkspur Extension. Other Technical Studies or Environmental Documents are not Included. Based on the Preferred Trail Design and Concept Plan, the Alta team will prepare a project description with sufficient detail to assess the environmental Impacts of the MUP project in the CEQA Addendum. The project description will outline the proposed changes to the project, including the overall conceptual design and the locations for specific Improvements, access, construction and timing. Task 3.1 Deliverables: Project description for CEQA Addendum TASK 3.2: TECHNICAL STUDIES The project team will evaluate the revised project description for the MUP project and prepare technical studies for the following: 12/19/16 2 Francisco Boulevard West Multi -Use Pathway -Second Street to Andersen Drive I Alta Planning+ Design • Biological Resources • Cultural Resources • Noise • Transportation and Traffic The project team will review the revised project description and prepare technical studies for amending the existing documents. The following technical studies are anticipated: 3.2.3 BIOLOGICAL RESOURCES LSA will update, as needed, the Biological Resources Technical Report -Sonoma-Marin Area Rail Transit Downtown San Rafael - Larkspur Extension (April 2013; updated June 2014) to reflect current site conditions, the updated/verified wetland delineation report (see below), and current California Natural Diversity Data Base (CNDDB) information for the vicinity. An updated official U.S. Fish and Wildlife Service species list for the corridor will also be Inserted. The report update will be based on a site visit by an LSA biologist to determine if any habitat conditions documented in the previous technical report have changed. Impacts of the MUP to jurisdictional areas (as preliminarily described by LSA in the 2016 Alta Planning Multi -Use Pathway Feasibility Study) and special status species will be described; and appropriate avoidance, minimization, and mitigation measures will be identified. These measures will reflect the input received from the Corps of Engineers, RWQCB, and CDFW at the inter -agency meeting held for the project on March 16, 2016. LSA will update as needed the current draft wetland delineation report and map (Draft Preliminary Delineation of Waters of the United States, Including Wetlands - Sonoma -Marin Area Rail Transit Downtown San Rafael -Larkspur Extension, dated July 2014) and submit to the Army Corps of Engineers (Corps) for verification. The LSA wetland delineation specialist will determine if site conditions have changed since 2014 and revise the report and maps, or if no revisions are needed, LSA will prepare an addendum memo documenting the site visits and the unchanged conditions. Task 3.2.3 Deliverables: Revised biological resources technical report • Revised wetland delineation report and maps, or addendum memo 3.2.4 CULTURAL RESOURCES LSA will prepare a Cultural Resources technical memorandum as follows: LSA will perform a records search at the Northwest Information Center of the California Office of Historic Preservation's California Historical Resources Information System and conduct a literature review of archaeological, ethnographic, historical, and environmental publications and maps relevant to the project. Qualified cultural resource staff will conduct an archaeological survey of the project alignment upon completion of the records search and literature review. LSA will conduct consultation with potentially interested parties in accordance with the requirements of Section 106 of the National Historic Preservation Act of 1966. This consultation will include contacting the Native American Heritage Commission in Sacramento for (1) a review of the Sacred Lands File to determine if the project alignment contains any listed sites, and (2) a list of Native American contacts who may have concerns about the project alignment. 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. LSA will also contact the Marin History Museum and San Rafael Heritage. Task 3.2.4 Deliverables: • LSA will prepare Cultural Resources Technical Memorandum 3.2.5 NOISE ANALYSIS TECHNICAL MEMORANDUM LSA will prepare a technical memorandum for noise impact analysis. The memorandum would include an analysis of the potential construction noise impacts and recommendation of abatement measures, as needed. Analysis requirements will be based on the sensitivity of the area and follow the Noise Ordinance specifications of the City. Task 3.2.5 Deliverables: Draft noise technical memorandum 12/19/16 Francisco Boulevard West Multi -Use Pathway -Second Street to Andersen Drive I Alta Planning+Design 3.2.6 TRAFFIC STUDY W -Trans will collect peak hour vehicle turning movement counts at the four study intersections (2nd Street/Francisco Boulevard W, Francisco Boulevard W/Irwin Street, Francisco Boulevard W/Rice Drive and Francisco Boulevard W/Andersen Drive) and use in the traffic study. The unsignalized crossings at Irwin Street and Rice Drive will be reviewed to determine the appropriate traffic crossing devices warranted for each location based on traffic volume, speed and site distance. W -Trans will evaluate the impacts of pathway users on the signalized intersection crossings at either end of the project (2nd Street/Francisco Boulevard W and Francisco Boulevard W/Andersen Drive). This analysis will consist of an Intersection operational analysis to determine any operational impacts of the added crosswalks and pedestrian crossing signal timing. W -Trans will prepare a traffic impact memorandum summarizing existing conditions at the four intersection crossings and any operational changes to any impacts identified in the previous CEQA/NEPA documents. The warrant analysis, safety assessment and recommendations for the Irwin Street and Rice Drive crossings will also be Included. Task 3.2.6 Deliverables: . Traffic impact memorandum TASK 3.3: PREPARE DRAFT CEQA EIR ADDENDUM LSA will prepare a DRAFT Addendum to the 2008 Supplemental EIR for the proposed MUP project pursuant to Section 15164 of the CEQA Guidelines. Section 15164 states that an Addendum is permitted when a project (ora project's circumstances) change, or new information is available, but these conditions result in no new environmental impacts and do not Increase the severity of existing Impacts. An EIR Addendum will be prepared in accordance with CEQA and the CEQA Guidelines and will consist of: 1) background Information related to the previously certified 2008 Supplemental EIR and the inclusion of the MUP project; 2) a description of the currentiy-proposed MUP project; 3) a brief discussion of the environmental effects of the proposed changes to the previously approved project; and 4) a conclusion that the effects of these changes would meet the requirements of Section 15164 of the CEQA Guidelines. The discussion of the anticipated environmental effects of the changes to the previously approved project will include analysis for each of the environmental topics discussed in the 2008 Supplemental EIR. The EIR Addendum will focus mainly on the following resource topics: Air Duality and Greenhouse Gases LSA will determine if the proposed MUP project would result in any changes to the identified construction impacts or operation - related air quality or greenhouse gas emission effects. LSA will provide a discussion of how the analysis in the 2008 Supplemental EIR applies to the current MUP project. LSA will evaluate the project including a quantitative assessment of project construction impacts using the Roadway Emissions Estimator Model. Mitigation measures that from the 2008 Supplemental EIR that would be applicable to the current MUP project will be Identified. Biological Resources LSA will describe and analyze the effects of the proposed MUP project on San Rafael Creek, the unnamed drainage ditch, and the seasonal wetland located immediately south of the ditch. LSA will summarize our biological effects analysis shown in the 2016 Alta Planning Multi -Use Pathway Feasibility Study, and expand the analysis to identify all significant impacts which will likely consist of the following: (1) loss of drainage ditch bank above the ordinary high water line and associated ruderal vegetation; (2) possible shading impacts to the ditch from the cantilevered overhang; (3) potential for temporary Indirect impact to San Rafael Creek during removal of the existing suspended pedestrian bridge and replacement with the new bridge; (4) possible loss of a portion of the seasonal wetland located Immediate south of the drainage ditch's Hwy 101 culvert connection to San Rafael Creek (see Prepare Permit Applications below); (5) potential for temporary indirect effects during construction to green sturgeon, and direct effects to western pond turtle, bat species, and nesting birds (if work is conducted in the breeding season). The same avoidance and minimization measures previously identified forgreen sturgeon and other special status species in the 2013/2104 Biological Resources Technical Report would apply to the MUP project. However there will likely be the need for additional compensatory mitigation for the loss of the ditch bank, possible shading impacts, and for the possible loss of a portion of the seasonal wetland. As discussed with the regulatory agencies during the inter -agency meeting of March 16, 2016, the most 12/19/16 4 Francisco Boulevard West Multi -Use Pathway -Second Street to Andersen Drive I Alta Planning+Design likely form of such mitigation would entail channel enhancements through riparian plantings, streambank enhancement or possible removal of existing streambed or bank fills elsewhere. Cultural Resources Based on the Cultural Resources Technical Memorandum, LSA will compare the baseline conditions, as identified in the 2008 Supplemental EIR, with the current technical analysis to determine if there is the potential for any additional impacts to cultural resources. Optional Task -AB 52 Consultation 1'1: Assembly Bill 52 (AB 52), which became law January 1, 2015, now requires that local agencies formally consult with recognized California Native American Tribes during the CEC.A process. Prior to the release of a Draft Environmental Impact Report Addendum, the City must initiate consultation with tribes that are traditionally and culturally affiliated with the geographic area of the proposed project if (1) the tribe requested of the City, in writing, to be informed through formal notification of proposed projects in the geographic area that is traditionally and culturally affiliated with the tribe; and (2) the tribe responds, in writing, in 30 days of receipt of the formal notification of a proposed project and requests consultation with the City (Public Resources Code Section 21080.3.1(b)). If the City has not received a request from a tribe to be notified of projects pursuant to AB 52, consultation is not required. However, should the City have received such a request, LSA can assist with the Native American consultation requirements, pursuant to AB 52. Therefore, we propose the following optional scope of work to comply with AB 52: Pursuant to the AB 52 provisions, and on behalf of the City,' LSA will draft a letter for City mailing on official letterhead to designated tribal representatives describing the proposed project and providing a formal notification of the 30 -day opportunity to request consultation. If a tribe requests consultation in response to the City's letter, LSA will, at the City's discretion, attend one meeting (not to exceed 8 hours) with City staff and a tribal representative to discuss the project's potential impacts on, and appropriate mitigations for, tribal cultural resources. The optional AB 52 consultation can be done for a budget not to exceed $1,800 (additional cost). Noise Based on the Noise Analysis Technical Memorandum, LSA will determine if the revised project would result in any changes to the identified construction or traffic noise impacts. LSA will provide a discussion of how the analysis in the 2008 Supplemental EIR applies to the current MUP project. Transportation and Circulation LSA will use the updated technical information provided by W -Trans to determine if the revised project would result in any changes to the identified transportation and circulation impacts and will prepare the EIR Addendum section pertaining to transportation and circulation. LSA will amend the Draft EIR Addendum based on a single set of consolidated non -contradictory comments from the City staff and the client. The City would be responsible for any public noticing. Task 3.3 Deliverables: EIR DRAFT Addendum will be provided to the City in digital format • Two interim drafts for review and comment by City staff prior to finalizing the EIR Addendum • DRAFT Final EIR Addendum will be provided to City staff. TASK 3.4 PERMITS AND AGENCY COORDINATION It is unlikely the project can be designed to fully avoid the seasonal wetland located south of the Highway 101 culvert connection that flows into the ditch. Therefore, we assume that at least some Corps jurisdictional wetlands will be impacted and consequently permits from the Corps as well as CDFW and RWQCB will be required. We propose to schedule a second inter -agency meeting (the first was held on March 16, 2016) to discuss the proposed project design, Impact minimization measures, and our recommended compensatory mitigation approaches. The meeting should be ' Please note that LSA will make the initial contact with the tribes on behalf of the City and will assist with, but cannot wholly assume, the formal government -to -government consultative responsibilities during the consultation. We recommend that the City remain the lead point of contact after notification. 12/19/16 5 Francisco Boulevard West Multi -Use Pathway -Second Street to Andersen Drive I Alta Planning+ Design scheduled prior to preparation of the permit application packages so that agency recommendations and preferences can be incorporated to the extent feasible. Assuming that the channel will not be culverted, the likely form of Corps approval needed will be Nationwide Permit 14 (Linear Transportation Projects) which requires preparation of a notification package if any jurisdictional wetlands are affected. LSA will prepare the notification package that includes a copy of the updated Biological Resources Technical Report. This report will demonstrate that the project is not likely to adversely affect any federally -listed species. We believe that the Corps will concur with this conclusion and therefore formal Section 7 Endangered Species Act consultation will probably not be required. We assume that the loss of wetlands would be very minor and could be compensated for through an on-site mitigation and monitoring plan (MMP). If the budget allows, LSA will prepare the on-site MMP. The cultural resources documentation described above will be used to satisfy Corps Section 106 requirements. If the project becomes the alternative that culverts the channel, then an individual permit from the Corps will be required. This would require preparation of a Section 404(b) (1) Alternatives Analysis (AA) to demonstrate that the non-culverted alternatives are not practicable (the RWQCB would also require this analysis). Assuming that the AA could demonstrate to the satisfaction to both the Corps and RWQCB that the non-culverted alternatives are non -practicable, then preparation of an off-site wetland mitigation and monitoring plan (MMP) would also be required as compensation for the loss of the channel and wetland habitat. The preparation of an AA and an off-site MMP are not Included in this scope and budget. Water Quality Certification from the RWQCB (San Francisco Bay Region) will be required pursuant to Section 401 of the Clean Water Act and a Streambed Alteration Agreement will be required from CDFW pursuant to Section 1600 of the California Fish and Game Code. Both application packages will describe the project and its impacts to water of the state (including the ditch bank), a copy of the Corps NWP application, figures depicting the type and extent of impacts, evidence of CEQA compliance, and an application filing/processingfees (to be paid by the City). Both agencies are likely to require hydrological documentation (e.g., modelling of pre- and post -project ditch flows — this work is not in this Scope of Work) to verify the project will not adversely affect the ditch's current storm drainage capacity, as well as engineering analysis to demonstrate post -project bank stability. Both agencies are also likely to require preparation of an on-site MMP for minor impacts to the ditch bank and wetlands under a non- culverted alternative. If the budget allows, LSA will prepare the on-site MMP. If the project becomes the alternative that culverts the channel, then both the RWQCB and CDFW would require the City to demonstrate that a non-culverted alternative is not practicable (for the RWQCB, the AA described above would serve this purpose). Both agencies would also require preparation of an off-site mitigation and monitoring plan (MMP) to compensate for the loss of the channel and wetland habitat. The preparation of an AA and off-site MMP are not included in this scope and budget. Once the permit applications have been submitted, Alta and LSA will assist the City with processing the applications for the pathway work through the respective agencies' review processes. However, if the project becomes the alternative that culverts the channel, Alta and LSA will be able to assist with the agency application review process only to the extent that the budget allows. Task 3.4 Deliverables: Draft environmental permit drawings and background documentation Permit applications as budget allows. 3,5 DESIGN AND ENVIRONMENTAL MEETINGS Project team staff will attend up to five (5) meetings with the City staff, the BPAC, stakeholders and community to review the project and receive input. Task 3.5 Dellverables: Meeting agendas and summaries 12/19/16 Project Schedule Revised San Rafael Pathway Project - restructured Dec. 9, 2016 Task 1: Initiation and Project Management 1.1 Scope Confirmation 1.2 & 1.3 Project Management, QA/QC 1.4 Monthly Progress Reports Task 2: Prepare Preliminary Plans 2.1 Kick-off Meeting,Data Collection, Review Existing Conditions 2.2 Surveying 2.2.1 ROW Mapping 2.3 Existing Conditions Map and Memorandum 2.4 Prepare Alternatives, Evaluate, Refine Concepts 2.5 Develop Preferred Alternative Task 3: CEQA/NEPA Documentation 3.1 PES/APE MAP/Project Description 3.2 Technical Studies review and revisions 3.3 Prepare NEPA Categorical Exclusion 3.4 Prepare CEQA EIR Addendum 3.5 Environmental Permits Client/ Agency Review LEGEND Task Progress X Meeting / Workshop ' Deliverable Client/ Agency Review Project Budget (Revised) City of San Rafael -Andersen Dr. to 2nd St. Pathway 14 -Dec -16 1016Hourly Rate` $290 $215 $160 $130 $105 $75 $200 $130 $785 $130 $100 $185 1. Project Management and Coordination 4 24 32 8 0 24 0 0 0 0 0 0 7.1 Project Management (16 Weeks), QA, QC 4 24 32 B 24 2. Develop Preliminary Plans 6 74 152 136 76 23 0 0 3 4 0 0 2.1 Kick-off Meeting; Collecting Existing Plans and Data 2 12 12 10 4 16 2 2.2 Assessment of Existing Conditions and Constraints 2 8 8 6 8 2 1 4 23 Identify& obtain additional Topo & Boundary Data 4 4 4 1 2.4 Prepare Preliminary Plans& Evaluate Options 2 26 64 60 30 2 25 Prepare Preferred Altemative Plans 24 64 60 30 2 3 CEQA Environmental Clearance (& Meetings) 5 43 64 21 29 5 46 102 40 80 102 12 3.1- Intial Assessment/Project Description 4 8 8 12 4 32- Technical Studies 12 24 6 8 4 8 24 12 3.3 Prepare DRAFT CEQA EIR Addendum 6 6 16 72 4 8 12 3A Permit Agency Coordination& Review, Draft Permit Applications 6 8 24 2 16 64 66 3.5. Design& Environmental Meetings (5) 5 15 18 15 5 5 12 18 12 Staff Hours 15 141 248 165 105 52 46 102 43 84 102 12 Reimbursable Expenses & Travel Project Sub -Total $4,350 $30,315 $39,680 $21,450 $17,025 $3,900 $9,200 $73,260 $7,955 $10,920 $10,200 $2,220 `Hours and staHasslgnments can be adjusted by the consultant as needed to Implement thetasles descrlbed during the course of the prole¢ • Hourly rates are for co lend ar year 2016, and will be adjusted If work Is continued Into subsequent yea s). $120 $170 $100 $100 $175 $145 $125 $179 $144 $85 $200 $235 $200 $150 $100 $90 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 92 $14,280 92 $14,280 0 0 0 0 48 148 38 12 8 51 20 2 1 6 0 2 810 $118p25 8 16 82 $12,090 20 20 24 1 1 6 2 113 $16,970 12 8 51 20 104 $13,630 16 72 10 282 $42,000 4 40 4 1 229 $33,735 60 12 92 32 8 8 0 0 0 0 0 4 2 12 8 20 807 $109,705 36 $6,040 60 12 28 32 4 2 12 8 20 276 $36,180 24 148 $20,190 40 226 $27,370 8 8 121 $19,925 60 12 92 32 56 156 38 12 8 51 20 6 3 18 8 22 1709 $242,410 $4,000 $7,200 $2,040 $9,200 $3,200 $9,800 $22,620 $4,750 $2,148 $1,152 $4,335 $4,000 $1,410 $600 $2,700 $800 $1,980 $246,410 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Department of Public Works Project Manager: Kevin McGowan/Hunter Young Extension: x3389 Project Name: FRANCISCO BLVD WEST MULTI -USE PATHWAY — SECOND TO ANDERSEN DRIVE Contractor Name: Alta Planning and Design Contractor's Contact: Michael Jones Contact's Email: mgjones@altaplanning.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to enter a date. ® KM b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 1/10/2017 2 City Attorney a. Review, revise, and comment on draft agreement 1/10/2017 ® LAG and return to Project Manager b. Confirm insurance requirements, create Job on 1/10/2017 ® LAG PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to 1/10/2017 Z KM contractor for their signature 4 Project Manager When necessary, * contractor-siened agreement ❑ N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ® KM Public Works Contract > $125,000 1/17/2017 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 1/17/17 ® KM Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed 1 j�Q IIS 4, agreement 7 City Attorney Review and approve insurance in PINS, and bonds / '1� (for Public Works Contracts) /� "IQ 8 City Manager/ Mayor Agreement executed by Council authorized official f _Z Lf- / -7 r__ 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager i-2 S - /- ► 711 SE Grand Ave Portland, OR 97214 (503) 230-9862 www.altaplanning.com Tuesday, January 10, 2017 City of San Rafael 111 Morphew Street San Rafael, CA 94915-1560 Dir: (415) 485-3408 Attn. Hunter Young RECEIVED JAN 1, 7* 2017 PUBLI: 170RKS DEPT. CITY 0E SAN RAFAEL Re: 00 2017 013 San Rafael, CA Francisco Boulevard West Multi Use Pathway Second Street to Anderson Drive Dear Hunter, Enclosed are three (3) wet -signed (by two officers) contracts for the above -referenced, as per your request. Please let us know if you have any questions. Thank you! Best regards, Christopher Buckingham Contract Administrator Alta Planning + Design, Inc. 711 SE Grand Avenue, Portland OR 97214 Phone: 503.230.9862 Email: christopherbuckingham@altaplanning.com www.altaplanning.com