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PW Third and Hetherton Traffic Study; Amendment 1FIRST AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES, INC. FOR THE THIRD AND HETHERTON TRAFFIC STUDY THIS FIRST AMENDMENT to the Professional Services Agreement by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and KIMLEY-HORN AND ASSOCIATES, INC. (hereinafter "CONSULTANT"), is made and entered into as of the S day of febn.",Oorj ' 2018. RECITALS WHEREAS, pursuant to City Council Resolution No. 14260, the CITY and CONSULTANT entered into a Professional Services Agreement dated January 17, 2017 to perform preliminary engineering and public outreach in connection with the Third and Hetherton intersection, for an amount not to exceed $59,205.00 (the "Agreement"); and WHEREAS, pursuant to the terms of Section 5 of the Agreement, CITY and CONSULTANT mutually agreed to extend the original tennination date of November 1, 2017 by an additional 90 days, to February 1,2018; and WHEREAS, CITY requires additional review and an updated final report from the CONSUL T ANT to present to City Council, and the CONSULTANT is willing to provide such services; AMENDMENT TO AGREEMENT NOW, THEREFORE, the parties hereby agree to amend the Agreement as follows: 1. Section 2 of the Agreement, entitled "DUTIES OF CONTRACTOR" is hereby amended to include the additional services set f01ih in CONSULTANT's proposal entitled "Third and Hethelion Traffic Study -Additional Services Amendment 1" dated January 22, 2018, attached to this First Amendment as Exhibit "A" and incorporated herein by reference. 2. Section 4 of the Agreement, entitled "COMPENSATION" is hereby amended to include additional compensation payable to CONSULTANT for the services described in Exhibit "A" to this First Amendment, on a labor fee plus expense basis in accordance with the "Hourly Rate Schedule" included in Exhibit "A", in a not-to-exceed amount of $34,830.00, and to change the total not-to-exceed amount under the Agreement to $94,035.00. 3 . Section 5 of the Agreement, entitled "TERM OF AGREEMENT" is hereby amended to further extend the tennination date of the Agreement to August 1, 2018. 4. Except as specifically amended herein, all of the other provisions, telms and obligations of the Agreement between the parties shall remain valid and shall be in full force. IN WITNESS WHEREOF, the parties have executed this First Amendment on the day, month, and year first above written . CITY OF SAN RAFAEL JiJ ATTEST: LIND SA Y LA , Interim CIty Clerk APPROVED AS TO FORM: 2 KIMLEY-HORN AND ASSOCIATES, INC. Title: tkl~~1'" ~ and By: -------------------------- Name: ------------------------ Title: ------------------------ Kimley ») Horn January 22, 2018 Ms. Charmine Soli a City of San Rafael 111 Morphew St San Rafael, CA 94901 RE: Third & Hetherton Traffic Study -Additional Services Amendment 1 Dear Ms. Solla: Exhibit "A" Page 1 of 5 Kimley-Horn and Associates, Inc. ("Kimley-Horn" or "Consultant") is pleased to submit this scope of services to the City of San Rafael ("Client") to provide additional services in conjunction with the Third & Hetherton Traffic Study . PROJECT UNDERSTANDING Kimley-Horn began consulting services for the City of San Rafael on the Third & Hetherton Traffic Improvement project in February 2017. The project was originally envisioned as a 5-month project. With a greater than originally envisioned level of public and stakeholder comment, the project has extended beyond the original project schedule and additional services are requested of Kimley-Horn to continue to advance the project. The scope of services identified below reflects additional services requested of Kimley-Horn beyond the original scope of services, and wholly replaces any remaining tasks on the original scope of services . SCOPE OF SERVICES Task 3 Additional Analysis, Document Revisions, and Meetings Task 3.1: Crosswalk Origin-Destination Evaluation Kimley-Horn will perform a brief intercept survey of users of the south leg crosswalk at the intersection of 3rd Street & Hetherton Street. The intercept survey will be conducted for up to six hours in the morning and afternoon on a typical weekday/school day. The intercept survey will focus on identifying origins and destinations of crosswalk users. Kimley-Horn will tabulate and briefly summarize the survey findings in a memo to staff. Task 3.2: Updates to Final Report Kimley-Horn will update the previously submitted draft final report to include discussion of the outreach activities performed, a summary of public feedback on improvements, and the intercept survey. Task 3.3: Summary Report Revisions Kimley-Horn will address two rounds of review and comment on the draft summary report. Kimley- Horn will prepare a final report upon addressing the second round of comments on the draft report . 1300 Clay Street, Suite 325, Oakland, CA 94612 510-625-0712 Kimley ») Horn Task 3.4: Meetings Exhibit "A" Page 2 of 5 Page 2 Kimley-Horn will attend up to five (5) additional in-person meetings to discuss the project at City of San Rafael Public Works. Kimley-Horn will summarize meeting discussion in an e-mail or similar bullet list of action items. Task 3.5: Presentations Kimley-Horn will assist with up to one (1) presentation of the project for a City Council Study Session. Attendance of one staff member at the meeting may be requested by City staff. Prior to the presentation, Kimley-Horn will assist the City in addressing one round of comments and revisions to the already-prepared project presentation. Kimley-Horn will assist with and attend up to one (1) presentation of the project at a City Council Meeting. Attendance of one staff member at the meeting may be requested by City staff. Prior to the presentation, Kimley-Horn will assist the City in addressing one round of comments and revisions to the already-prepared project presentation. Additional Services We will, if authorized in writing by you, perform other services, which may be required. Additional services may include attendance at meetings or hearings not included in the scope, additional data collection, traffic signal coordination and timing plans, accident analyses, preliminary engineering or final design of improvement measures, or additional rounds of revisions to report or analyses, and shall be performed on a lump sum or time and materials basis. Any additional efforts, not included in this scope and fee estimate, will be undertaken only upon express prior written authorization by you. FEE AND EXPENSES Kimley-Horn will perform the services in Task 3 on a labor fee plus expense basis, with the maximum labor fee of $34,830. CLOSURE If you concur in all the foregoing and wish to direct us to proceed with the services, please have authorized persons provide the appropriate authorization. We will commence services only after we have received a fully-executed agreement. Fees and times stated in this Agreement are valid for sixty (60) days after the date of this letter. We appreciate the opportunity to provide these services to you. Please contact me if you have any questions. Very truly yours, KIMLEY-HORN AND ASSOCIATES, INC. 1300 Clay Street, Suite 325, Oakland, CA 94612 510-625-0712 Kimley ») Horn Adam Dankberg , P.E. Associate/Project Manager P. E. #C70598 1300 Clay Street, Suite 325, Oakland, CA 94612 Exhibit II All Page 3 of 5 Page 3 510-625-0712 Third & Hetherton Additional Services -1/22/17 Dankberg Aguigu i Wages Engineer Analyst Rate 220 260 185 140 125 ~~/!Y; rortiTillF.1lfDl:fF.1 [om II-Iou I .m,~ I~-• I 'ffit.llr{l'i-"'1 .. m·-lmm~!I~ ~ ~ ~ £lID m 3 .1 Crosswalk Origin-Destination Evaluation 2 4 18 3 .2 Updates to Final Report 4 8 4 3 .3 Summary Report Revisions 10 4 40 10 3.4 Meetings 20 3 8 25 3.5 Presentations 24 12 Total 60 3 12 89 32 tienlor Techn ical Support 140 Hours tiE «lE 4 3 67 3 59 3 39 13 165 Exhibit "A" Page 4 of 5 Expenses Total Fee g ~ $ 100 $ 3,910 $ -$ 2 ,500 $ -$ 10,210 $ 150 $ 10 ,730 $ 100 $ 7,480 $350 $34,830 Kimley ») Horn Hourly Rate Schedule Exhibit "A" Page 5 of 5 The following rates are effective until December 31,2017. These rates are rev iewed yearly and are adjusted as necessary. TECHNICAL SUPPORT ......................................................... $ 105.00 -$125.00 SENIOR TECHNICAL SUPPORT .......................................... $120.00 -$180.00 SUPPORT STAFF ................................................................ $ 85.00 -$105.00 PROFESSIONAL ................................................................. $ 115.00 -$165.00 SENIOR PROFESSiONAL ..................................................... $180.00 -$325.00 PRINCIPAL ......................................................................... $295.00 -$325.00 -. 1300 Clay Street, Suite 325, Oakland, California 94612 5106250712 K~m~ey »)Horn Certificate of Secretary To Whom It May Concern: I am the duly qualified and acting Secretary of Kimley~Horn and Associates, Inc., a North Carolina Corporation. The following is a true copy of a resolution duly adopted by the Board of Directors of the corporation at the Board meeting held on December 14, 2017 and entered in the minutes of such meeting in the minute book of the corporation. "The Board unanimously approved the contract signing authority of employees as presented." (A copy of the employee lists as presented is enclosed.) The resolution is in conformity with the articles of incorporation and bylaws of the corporation, has never been modified or repealed, and is now in full force and effect. Dated: Richard N. Cook, Secretary ~ -I - ATLANTIC NEWPORT NEWS Collins. Carroll E . NORTHERN VIRGINIA Carter, Erica V . Elman, Paul D. Kauppila , John L. Lefton, Steven E . Martin, Robert J. Murphy, Terence T. Sauro , Thomas J . Stevens , Ross S. Whyte , Richard D . Yarnal, Brian D. RICHMOND Brewer, Brian J. Harmon, Amanda R . Lickliter, Ashley C. White , Ti mothy E . VIRG INIA BEACH Chambers , Jon S . France, W illiam D. Mackey, W illiam F. Marscheider, Edward A. Nash, Will iam A. Royal, Jack R. Tewksbury, Carl F . WHITE PLAINS Gibson, Adam T . CALIFORNIA LOS ANGELES DOWNTOWN Blume, Robert D. Fares, Jean B. Kerry, Nicole M. Kyle, Gregory S Phaneuf, Alyssa S. OAKLAND Akwabi, Kwasi Dankberg, Adam J. Durrenberger, Randal R. ORANG E Adrian , Darren J. Ciandella , Serine A . Fares, George B. Hourigan, E. Vincent Matson, Jason B. Melvin, M . Pearse Phillips, Chad E. PLEASANTON Mowery, Michael C . Pulliam, John E. Sowers, Brian E . SACRAMENTO Melvin, Enda Squires, Christopher A. Weir, Matthew D. Kimley-Horn and Associates,lnc. FULL CONTRACT SIGNING AUTHORITY December 14, 2017 SAN DIEGO TAMPA PHOENIX Barlow, Matthew T. Gilner, Scott W. Conrad, John R. Espelet. Leonardo E. White, Wayne E. Hermann, Michael J. Harry, Jennifer L. Kissinger, John C . Kaltsas , Joseph D. VERO BEACH Leistiko, David J . Knapton, Michael J. Cave, Derrick B . Mutti, Brent H. Landaal , Dennis J . Good, Brian A . Noon, Lisa K. Meyerhofer, Peter N Peed, Brooks H . Omais, Ahmad A . Podegracz, Anthony J. Roberson, Kevin M . Perillo, Adam C. Ross, Michael S. Stephens, Britt L. Pretorius, Petrus S . Purtle, Vicki L. SAN JOSE WEST PALM BEACH Schiller, Michael G . Hedayat, Leyla Atz, John C . Smalkoski, Brian R. Venter Frederik J . Barnes, R. Russell Heggen, Christopher W. TUCSON FLORIDA Jackson, Kenneth W. Crowther, Brent C. BOCA-DELRAY Mufleh, Marwan H. Schwartz, Michael F. Rapp, Bryan T . SOUTHEAST Webber, Jason A. Schanen, Kevin M . ALPHARETIA Sumislaski, James M. Fanney, Lawson H . FORT LAUDERDALE Walthall, David W . Hamilton, James R . Alam, Mudassar M. Walker, John D . Capelli , Jill A. MID-WEST Webb, Floyd C. Falce, Christopher T. CHICAGO McWilliams, John J. DOWNTOWN ATLANTA Ratay , Gary R. Dvorak, Jr., W illiam E. James, Alvin B. Saxena, K.K. Morton, Jr., Arthur J. Rushing, Michaell. Wilson , Deborah l. JACKSONVILLE CHICAGO Mecca, Joseph P. SUBURBAN ATLANTA M IDTOWN Roland, George E. Antony, Dean M. Fink, Kenneth l. Heinen, Andrew N. Meador, Emily H. LAKELAND Montanye, Emmeli ne F. Bulloch, Kelly B. INDIANAPOLIS Ross, Robert A. Wilson, Mark E. Butz, Jr., William A . Stricklin , David L. MIAMI TWIN CITIES CHARLOTIE Baldo , Burt L. Bishop, Mark C . Blakley, Jr., Stephen W. Buchler, Aaron E. Coyle, Daniel J . Edwards, Matthew A . Campbell, David C. Danielson, Paul B. Hume, Robert M. Coll ier, Julio A . Horn, Jon B. W il helm, William R. Fernandez, Jorge l. Leverett, Christopher C . Matzek, William D . DURHAM DOWNTOWN OCALA W illiamson, Sarah T . Beck, Chadwick W . Bryant, M. Lewis Busche, Richard V . MOUNTAIN MEMPHIS DENVER Collins , James F. ORLANDO Colvin, Scott W. Danley, Drake E. Chau , Hao T . Krell, Gabriel M . Jackson, Jay R. Phelps, Randall J. NASHVILLE Martin, Jonathan A. Rowe , Curtis D . Dufour, Zachary J . Mingonet, Milton S. Salvag io, Robin Rhodes, Christopher D . Thigpen, Jonathan D. Valentine, Brian W. RALEIGH SARASOTA LAS VEGAS Adams, Richard C. Nadeau, Gary J. Ackeret, Kenneth W . Barber, Barry l. Schmid , Seth E. Colety, Michael D. Burchett, Thomas F. Stovall, Thomas M . Byrd , Michael N. MESA Cook, Richard N. TALLAHASSEE Margetts, Sterling T. Deans , Neil T. Barr, Richard R. Ma ri n, Laura S. Dunzo , Mark W. Sewell, Jon S. Walnum, Nathan C. Flanagan, Tammy L. Kuzenski , John McEntee, David L. Nuckols, Charles A. Penny, H. Dean ... • t# RALEIGH CONT. Rohrbaugh, Richard R. Sutter, Karl V. Venters, Samantha Wilson, Jon E. Wilson, Mark S. TEXAS AUSTIN Boecker, Brian C. Van Leeuwen, Andrew DALLAS Hall , James R. Henigsman, Dean A. Hoppers, Kevin P. Nathan, Aaron W. Smith, Eric Z. Swindler, Roderick P. Wilshire, Roy L. FORT WORTH Arnold, Scott R. Gary, Glenn A. James, Jeffery FRISCO Brignon, Brit A. McCracken, Paul D. HOUSTON Frysinger, Chris V. Gu ill ory, Michael B. LASCOLINAS Tribble, Guy B. Kimley-Horn and Associates, Inc. STANDARD CONTRACT SIGNING AUTHORITY December 14,2017 These persons have authority to sign contracts using unmodified Kimley-Horn forms (not client-drafted contracts). ATLANTIC SAN DIEGO CHICAGO SUBURBAN COLUMBIA SAN ANTONIO BALTIMORE Koopman, Jennifer R. Kaufman, Philip R. Guy, Jonathan R. Cox, B. Matthew Falk, Katherine W. McCormick, Matthew Rahman, M. Anees Iser, Christopher M. Farnsworth, Jeffrey A . Kraft, Jonathan H. McWhorter, Samuel L. Sjogren, Timothy Holscher, Nicholas F. Sorenson, David K. DURHAM DOWNTOWN NEWPORT NEWS COLUMBUS Lewellyn, Earl R. THE WOODLANDS Weist, Jamie H. SAN JOSE Muller, Justin M. Freeman, Jr., Steven C . Johnson, Miles R. ROCHESTER LEXINGTON NEW YORK Worthington-Forbes, Payne, Lucas C. Heustess, Aaron M. Van Hise, Kevin Laura MEMPHIS TWIN CITIES Monroe, Kenneth W. NORTHERN VIRGINIA FLORIDA Henderson, Benjamin J. Albright, Michael R. BOCA-DELRAY Libby, Jonathan N. NASHVILLE Ameel, Adrienne C. Spruce, Michael D. Lincoln, Thomas J. Boles, Brendan Giffin, Geoffrey D. Pertzsch, Jerry D. Creasman, Brett Harris, Michael J. FORT LAUDERDALE Sieh, Patricia D. McMaster, Ryan Markham, Daniel C. Dabkowski, Adrian K. Witzig, Jeanne M. Teague, M. Zach Robertson, Stewart E. RALEIGH MOUNTAIN Bostic, Christopher O. PHILADELPHIA FORT MYERS DENVER Cochran, Adam P. Caponigro, Anthony A. Van Buskirk, Peter T. Steder, Matthew C. Gresham, Teresa R. Turner, Meaghan M. Hachem, Stephan ie L. RICHMOND JACKSONVILLE Howell, Cory J. Ellington, David B. Brenny, Martin T. LAS VEGAS Moore, Jeffrey W. McPeters, Brian A. Schilling, William J. Belsick, Jody Reed, Elizabeth A. Musarra, Salvatore J. Moles, Richard A. Robinson, Larry D. LAKELAND VIRGINIA BEACH Lewis, Jason A. MESA TEXAS Brich, Stephen C. Grandy, Michael L. AUSTIN Crum, Katie E. MOBILE Mason, Sean R. Farthing, Andrew P. Walker, Jordan W . PHOENIX Neal, Trey A. Jucksch, Rebecca R. Burgess, Lisa M. Parker, Brian J. Mertig, Karl E. ORLANDO Burns, Leslie D. Smith, Robert J. Miller, Edward W. Burkett, Leon F. Delmarter, Michael L. Niss, Robyn M. Tamang, Edwin L. Haney, Stephen E. BRYAN/COLLEGE Williams, Kyle D. Tate, Jr., S. Clif STATION RENO Harris, Joseph C. WHITE PLAINS SARASOTA O'Brien, Molly M. Cann ing, T. John Conerly, William E. DALLAS Klepper, B. Kelley SALT LAKE CITY Galloway, Steven D. CALIFORNIA Pankonin, James R. Johnson, Zachary A. Gaskey, Kevin S. LOS ANGELES DT Harris, Mark E. Chakravarthy, Srikanth TALLAHASSEE TUCSON Kacir, Kent C. Choi, Michael Wetherell, Ryan S. Solis, Richard P. Lucas, Matthew A. Underwood, Sarah M. OAKLAND TAMPA SOUTHEAST Dean, Felicia C . Hatton, Christopher C. ALPHARETTA FORT WORTH Lee, Nathan Q. Fanney, Angela L. Morales, Hugo ORANGE West, Brian B. Holst, Tyler J. VERO BEACH FRISCO Melchor, Jason J. Husainy, Kinan F. ATLANTA Dickey, Kyle A. Regueiro , Eric Kiefer, Michael E. Newton, Gary T. Millner, Daniel C. Van Rens, Peter J. Safford, Ryan C. PLEASANTON ATLANTA MIDTOWN Carley , Daniel C. WEST PALM BEACH Bosman, Eric S. HOUSTON Whaley , Tyler J . Fa irchild, Angelina Coleman, Sean H. Frysinger, Ashley M. Potts, John E. Johnston, Sean P. Kirkland, Mark R. SACRAMENTO Strychalski, Raymond P. Klein, Paul A. MIDWEST Warfield, M. Casey LAS COLINAS Pittalwala, Fareed S. CHICAGO DOWNTOWN Delmotte, Ryan M. Tait, Zachary T. Lemmon, Peter CHARLOTTE Marnell, Colleen L. Taylor, Benjamin S. MCKINNEY Watts, Austin L. Riccardi, Joseph C. 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: Charmine Solla Extension: x3473 Project Name: Third and Hetherton Traffic Study (First Amendment) Contractor Name: Kimley-Horn and Associates, Inc. Contractor's Contact: Robert Paderna Contact's Email: Robert.paderna@ kimley-horn.com Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine .Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval ·PSA > $20,000; or Purchase> $35,000; or Public Works Contract> $125 ,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager / Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE (lid. here to enter a date. 12/5/2017 12/5/2017 12/5/2017 -<: ~I/~ itJl;tJ96 enter a date 1/26/18 "/16 ))~ 2j7rIJ~ '7; qf/~ REVIEWER Check/Initial ~ CS ~ LAG ~ LAG D CS D CS ~ CS ,.. lUa- W ~ AGREEMENT FOR PROFESSIONAL SERVICES WITH KIMLEY-HORN AND ASSOCIATES, INC. FOR THE THIRD AND HETHERTON TRAFFIC STUDY This Agreement is made and entered into this 11-Ot day of d~''''t u.", 1!7 ,2017, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and KIMLEY-HORN AND ASSOCIATES, INC., a corporation authorized to do business in California (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY has detennined that a professional traffic engineering study is required in connection with the Third and Hetherton Intersection; and WHEREAS, the CONTRACTOR has agreed to render such services; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Managel·. The Director of Public Works is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Adam Dankberg is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days ofthe substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perfonn the duties and/or provide the services outlined in CONTRACTOR's Proposal Dated October 28, 2016, marked as Exhibit "A," attached hereto, and incorporated herein. 3. DUTIES OF CITY. CITY shall compensate CONTRACTOR as provided in Paragraph 4, and shall perform the duties as described in Exhibit "A". 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR on a time and materials basis for services rendered in accordance with the rates shown on the "Cost Proposal" dated October 28, 2016 included in Exhibit "B" attached and incorporated herein, in an amount not to exceed $59,205 .00. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall commence upon the date of execution of this Agreement and end on November 1, 2017 when the work shall have been completed, unless the parties agree to extend this Agreement for another 90 days, as approved in writing by City Manager. 6. TERMINATION . A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may tenninate 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 ofthis Agreement without the prior written consent ofthe other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONfRACTOR'S documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7 . OWNERSHIP OF DOCUMENTS . The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8 . INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance 2 of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or trartsfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONTRACTOR'S performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR'S officers and employees. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A ofthis section above shall also meet the following requirements: I. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 3 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY'S insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 010413. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. FUlthennore, 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 CONTRACTOR'S insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability . Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party . At CITY'S option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY'S satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in tlus Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNlFICA TION. A. Except as otherwise provided in Paragraph 8., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR'S obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR'S indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR'S indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR 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 sale negligence or willful misconduct of CITY. 5 C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRlMINA TION. CONTRACfOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS . CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations . CONTRACfOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES . CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party . 15 . NOTICES . All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONTRACTOR's Project Director: Bill Guerin Director of Public Works City of San Rafael 111 Morphew Street San Rafael, CA 94901 Adam Dankberg Kimley Hom Associates 1300 Clay Street, Suite 325 OakJand, CA 94612 6 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, ofthis Agreement, CONTRACTOR, its officers, agents and employees shaH act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -AMENDMENTS. A. The terms and conditions of this Agreement, aH exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions ofthis Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of tins 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 tenn, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 7 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 2 1. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Fonn W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL ATTEST: ~~-~~ ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: 8 CONTRACTOR By auh ALty/~e Name : AJDtVVl D~II\"-hel'a, P. E . ~7D5'1'? Title: A-ntS-"" .... S'(;.(,re"7 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: Jeff Stutsman Extension: 3342 Contractor Name: Kimley Horn and Associates Contractor's Contact: Adam Dankberg Contact's Email: adam.dankberg@kimley-horn.com o FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 I Project Manager When necessary, * contractor-signed agreement agendized for Council approval ·PSA> $20,000 ; or Purchase> $35,000; or Public Works Contract> $125,000 I Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager / Mayo r Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies .to Project Manager COMPLETED DATE Cit e!.. here to enter adak 1/9/2016 1/9/2017 1/9/2017 (I c( here to enter a dat e 0 N/A Or 1/17/2017 1/25/17 I/'J...~ fi 7 I/'l.~/I, {-L-'~(l , ~3 o '--'1 REVIEWER Check/Initial 0 JS 0 181 LAG IZl LAG 0 0 JAS ~ P: ~ '~ ~/g