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PW Third and Hetherton Engineering ServicesAGREEMENT FOR PROFESSIONAL SERVICES WITH KIMLEY-HORN AND ASSOCIATES, INC. FOR ENGINEERING SERVICES ASSOCIATED WITH THE THIRD STREET AT HETHERTON STREET IMPROVEMENTS PROJECT ARTICLE I INTRODUCTION A. This contract is entered into as of the 1 day of Nove.O\btt', 2018 by and between the following named, hereinafter referred to as CONSULT ANT, and the following named, hereinafter referred to as LOCAL AGENCY: The name of the "CONSULT ANT" is as follows: Kimley-Horn and Associates, Inc., incorporated in or authorized to do business in the State of California. The Project Manager for the "CONS ULT ANT" will be Kevin Aguigui The name of the "LOCAL AGENCY" is as follows: City of San Rafael The Contract Administrator for LOCAL AGENCY will be Bill Guerin, Public Works Director B. The work to be performed under this contract is described in Article II entitled Statement of Work and the approved CONSULTANT's Revised Cost Proposal ("Cost Proposal") dated September 10, 2018. The approved CONSULTANT's Cost Proposal is attached hereto (Exhibit B) and incorporated by reference. If there is any conflict between the approved Cost Proposal and this contract, this contract shall take precedence. C. CONSULTANT agrees to indemnify and hold harmless and defend LOCAL AGENCY, its officers, agents, and employees from any and all claims, demands, costs, or liability arising from or connected with the services provided hereunder due to willful misconduct, recklessness, negligent acts, errors, or omissions of CONSUL TANT. CONSULT ANT will reimburse LOCAL AGENCY for any expenditure, including reasonable attorney fees, incurred by LOCAL AGENCY in defending against claims ultimately determined to be due to willful misconduct, negligent acts, errors, or omissions of CONSUL TANT. In no event shall the cost to defend charged to CONSULTANT exceed the design professional's proportionate percentage of fault. D. CONSULTANT and the agents and employees of CONSULTANT, in the performance ofthis contract, shall act in an independent capacity and not as officers or employees or agents of LOCAL AGENCY. E. Without the written consent of LOCAL AGENCY, this contract is not assignable by CONSUL TANT either in whole or in part. F. No alteration or variation of the terms of this contract shall be valid, unless made in writing and signed by the parties hereto; and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto. G. The consideration to be paid to CONS ULT ANT as provided herein, shall be in compensation for all of CONSUL TANT's expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided. ARTICLE II STATEMENT OF WORK The CONSUL TANT shall perform the services specified in the Revised Scope of Work, dated September 10, 2018, attached hereto as Exhibit A and incorporated herein by reference. If there is any conflict between the terms of the Cost Proposal, attached hereto as Exhibit B, and the terms of this contract, the terms of this contract shall take precedence. Page 1 of 16 4-3-l-l-2 OR GINA. ARTICLE III CONSULTANT'S REPORTS OR MEETINGS A. CONSULT ANT shall submit progress repo11s at least once a month. The report should be sufficiently detailed for the Contract Administrator to detennine, if CONSULT ANT is perfonning 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. CONSULTANT's Project Manager shall meet with LOCAL AGENCY's Contract Administrator, as needed, to discuss progress on the contract. ARTICLE IV PERFORMANCE PERIOD (Verbatim) A. This contract shall go into effect as of the date first hereinabove written, and the CONSULT ANT shall commence work after notification to proceed by LOCAL AGENCY'S Contract Administrator. This Agreement shall end upon completion of the work to the satisfaction of the LOCAL AGENCY'S Contract Administrator. B. CONSUL TANT is advised that any recommendation for contract award is not binding on LOCAL AGENCY until the contract is fully executed and approved by LOCAL AGENCY. ARTICLE V ALLOWABLE COSTS AND PAYMENTS (Verbatim) A. The method of payment for this contract will be based on actual cost plus a fixed fee. LOCAL AGENCY will reimburse CONSULT ANT for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by CONSULTANT in performance of the work. CONSULT ANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set fo1th in the approved CONSULT ANT'S Cost Proposal (Exhibit I 0-H), unless additional reimbursement is provided for by contract amendment. In no event, will CONSULT ANT be reimbursed for overhead costs at a rate that exceeds LOCAL AGENCY's approved overhead rate set fo1th in the Cost Proposal. In the event, that LOCAL AGENCY determines that a change to the work from that specified in the Cost Proposal and contract is required, the contract time or actual costs reimbursable by LOCAL AGENCY shall be adjusted by contract amendment to accommodate the changed work. The maximum total cost as specified in Paragraph "H" shall not be exceeded, unless authorized by contract amendment. B. In addition to the allowable incurred costs, LOCAL AGENCY will pay CONSUL TANT a fixed fee of $5,432.00. The fixed fee is nonadjustable for the term of the contract, except in the event of a significant change in the scope of work and such adjustment is made by contract amendment. C. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal. D. When milestone cost estimates are included in the approved Cost Proposal, CONSUL TANT shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate. E. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of CONSUL TANT's fixed fee will be included in the monthly progress payments. If CONSULT ANT fails to submit the required deliverable items according to the schedule set fo11h in the Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this Contract in accordance with the provisions of Article VI Termination. F. No payment will be made prior to approval of any work, nor for any work perfonned prior to approval of this contract. Page 2 of 16 G. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit upon receipt by LOCAL AGENCY's Contract Administrator of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which CONSULT ANT is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and shall reference this contract number and project title. Final invoice must contain the final cost and all credits due LOCAL AGENCY including any equipment purchased under the provisions of Article XI Equipment Purchase of this contract. The final invoice should be submitted within 60 calendar days after completion of CONSUL TANT's work. Invoices shall be mailed to LOCAL AGENCY's Contract Administrator at the following address: City of San Rafael Public Works Department Bill Guerin 111 Morphew Street San Rafael, CA 94901 H. The total amount payable by LOCAL AGENCY including the fixed fee shall not exceed $64,903.81. I. Salary increases will be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and is approved by LOCAL AGENCY's Contract Administrator. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable. ARTICLE VI TERMINATION (Verbatim) A. LOCAL AGENCY reserves the right to terminate this contract upon thirty (30) calendar days written notice to CONSUL TANT with the reasons for termination stated in the notice. B. LOCAL AGENCY may terminate this contract 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, LOCAL AGENCY may proceed with the work in any manner deemed proper by LOCAL AGENCY. If LOCAL AGENCY terminates this contract with CONSULTANT, LOCAL AGENCY shall pay CONSULTANT the sum due to CONSULTANT under this contract prior to termination, unless the cost of completion to LOCAL AGENCY exceeds the funds remaining in the contract. In which case the overage shall be deducted from any sum due CONSULTANT under this contract and the balance, if any, shall be paid to CONSULT ANT upon demand. C. The maximum amount for which the LOCAL AGENCY shall be liable if this contract is terminated is $0.00 dollars. ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS (Verbatim) A. CONSULT ANT 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 cost allowability of individual items. B. CONSULTANT also agrees to comply with federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. C. Any costs for which payment has been made to CONSULT ANT that are determined by subsequent audit to be unallowable under 49 CFR, Part 18 and 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by CONSULT ANT to LOCAL AGENCY. Page 3 of 16 ARTICLE VIII RETENTION OF RECORDS/AUDIT (Verbatim) For the purpose of determining compliance with Public Contract Code IO 115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of the contract pursuant to Government Code 8546.7; CONSULTANT, Subconsultants, and LOCAL AGENCY shall maintain and make available for inspection all books, documents, papers, accounting records, and other evidence pertaining to the performance of the contract, including but not limited to, the costs of administering the contract. All parties shall make such materials available at their respective offices at all reasonable times during the contract period and for three years from the date of final payment under the contract. The state, State Auditor, LOCAL AGENCY, FHWA, or any duly authorized representative of the Federal Government shall have access to any books, records, and documents of CONSULTANT and it's certified public accountants (CPA) work papers that are pertinent to the contract and indirect cost rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. ARTICLE IX AUDIT REVIEW PROCEDURES (Verbatim) A. Any dispute concerning a question of fact arising under an interim or post audit of this contract that is not disposed of by agreement, shall be reviewed by LOCAL AGENCY'S Finance Director. B. Not later than 30 days after issuance of the final audit report, CONSULTANT may request a review by 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 LOCAL AGENCY will excuse CONSULT ANT from full and timely performance, in accordance with the terms of this contract. D. CONSUL TANT and Subconsultant contracts, including cost proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the contract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is CONSULTANT's responsibility to ensure federal, state, or local government officials are allowed full access to the CPA's work papers including making copies as necessary. The contract, cost proposal, and ICR shall be adjusted by CONSULT ANT and approved by LOCAL AGENCY contract manager to conform to the audit or review recommendations. CONSULT ANT agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, will be considered a breach of contract terms and cause for termination of the contract and disallowance of prior reimbursed costs. ARTICLE X SUBCONTRACTING (Verbatim) A. Nothing contained in this contract or otherwise, shall create any contractual relation between LOCAL AGENCY and any Subconsultant(s), and no subcontract shall relieve CONSULT ANT of its responsibilities and obligations hereunder. CONSUL TANT agrees to be as fully responsible to LOCAL AGENCY for the acts and omissions of its Subconsultant(s) 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 CONSUL TANT. CONSUL TANT's obligation to pay its Subconsultant(s) is an independent obligation from LOCAL AGENCY'S obligation to make payments to the CONSULTANT. B. CONSULT ANT shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this contract shall be subcontracted without written authorization by LOCAL AGENCY's Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. Page 4 of 16 C. CONSULT ANT shall pay its Subconsultants within ten (10) calendar days from receipt of each payment made to CONSULTANT by LOCAL AGENCY. D. All subcontracts entered into as a result of this contract shall contain all the provisions stipulated in this contract to be applicable to Subconsultants. E. Any substitution of Subconsultant(s) must be approved in writing by LOCAL AGENCY's Contract Administrator prior to the start of work by the Subconsultant(s). ARTICLE XI EQUIPMENT PURCHASE (Verbatim) A. Prior authorization in writing, by LOCAL AGENCY's Contract Administrator shall be required before CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or CONSULT ANT services. CONSUL TANT 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 CONSUL TANT's Cost Proposal and exceeding $5,000 prior authorization by LOCAL AGENCY's Contract Administrator; three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified. C. Any equipment purchased as a result of this contract is subject to the following: "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, LOCAL AGENCY shall receive a proper refund or credit at the conclusion of the contract, or if the contract is terminated, CONSUL TANT may either keep the equipment and credit 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 LOCAL AGENCY in an amount equal to the sales price. If CONSULT ANT elects to keep the equipment, fair market value shall be determined at CONSULT ANT's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by LOCAL AGENCY and CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by LOCAL AGENCY." 49 CFR, Part 18 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the project. ARTICLE XII STATE PREVAILING WAGE RATES (Verbatim) A. CONSUL TANT shall comply with the State of California's General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1770, and all Federal, State, and local laws and ordinances applicable to the work. B. Any subcontract entered into as a result of this contract, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Article, unless the awarding agency has an approved labor compliance program by the Director of Industrial Relations. C. When prevailing wages apply to the services described in the scope of work, transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination. See http://www.dir.ca.gov. ARTICLE XIII CONFLICT OF INTEREST (Verbatim) A. CONSULTANT shall disclose any financial, business, or other relationship with LOCAL AGENCY that may have an impact upon the outcome of this contract, or any ensuing LOCAL AGENCY construction project. Page 5 of 16 CONSULTANT shall also list current clients who may have a financial interest in the outcome of this contract, or any ensuing LOCAL AGENCY construction project, which will follow. B. CONSULT ANT 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 contract. C. CONSULT ANT hereby certifies that neither CONSULT ANT, nor any firm affiliated with CONSULT ANT will bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. An affiliated firm is one, which is subject to the control of the same persons through joint-ownership, or otherwise. D. Except for Subconsultants whose services are limited to providing surveying or materials testing information, no Subconsultant who has provided design services in connection with this contract shall be eligible to bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION (Verbatim) CONSULTANT warrants that this contract was not obtained or secured through rebates, kickbacks or other unlawful consideration, either promised or paid to any LOCAL AGENCY employee. For breach or violation of this warranty, LOCAL AGENCY shall have the right in its discretion; to terminate the contract without liability; to pay only for the value of the work actually performed; or to deduct from the contract price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. ARTICLE XV PROHIBITION OF EXPENDING LOCAL AGENCY STATE OR FEDERAL FUNDS FOR LOBBYING (Verbatim) A. CONSULTANT certifies to the best of his or her knowledge and belief that: 1. No state, federal or local agency appropriated funds have been paid, or will be paid by-or-on behalf of CONSULT ANT to any person for influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the awarding of any state or federal contract; the making of any state or federal grant; the making of any state or federal loan; the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid, or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this federal contract, grant, loan, or cooperative agreement; CONSULTANT shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions. B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty ofnot less than $10,000 and not more than $100,000 for each such failure. C. CONSULT ANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower-tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Page 6 of 16 ARTICLE XVI STATEMENT OF COMPLIANCE A. CONSULT ANT's signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that CONSULT ANT has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B. During the performance of this Contract, 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 5applicable regulations promulgated there under (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 Contract by reference and made a part hereof as if set forth in full. Consultant and its Subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. C. The Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally-assisted programs of the Department of Transportation -Title 49 Code of Federal Regulations, Part 21 -Effectuation of Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the state of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. D. The Consultant, with regard to the work performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of Subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT's Regulations, including employment practices when the Agreement covers a program whose goal is employment. ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION A. CONSUL TANT's signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that CONSUL TANT has complied with Title 2 CFR, Part 180, "OMB Guidelines to Agencies on Government wide Debarment and Suspension (non-procurement)", 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 LOCAL AGENCY. B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining CONSULTANT responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. Page 7 of 16 C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal Highway Administration. ARTICLE XVIII FUNDING REQUIREMENTS A. It is mutually understood between the parties that this contract may have been written before ascertaining the availability offunds or appropriation offunds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the contract were executed after that determination was made. B. This contract is valid and enforceable only if sufficient funds are made available to LOCAL AGENCY for the purpose of this contract. In addition, this contract is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or LOCAL AGENCY governing board that may affect the provisions, terms, or funding of this contract in any manner. C. It is mutually agreed that if sufficient funds are not appropriated, this contract may be amended to reflect any reduction in funds. D. LOCAL AGENCY has the option to void the contract under the 30-day termination clause pursuant to Article VI, or by mutual agreement to amend the contract to reflect any reduction of funds. ARTICLE XIX CHANGE IN TERMS A. The terms and conditions of this contract, 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 contract. B. This written contract 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 contract, shall be valid or binding, except by way of a written amendment to this contract. D. The terms and conditions of this contract shall not be altered or modified except by a written amendment to this contract signed by the CONSUL TANT and the LOCAL AGENCY. E. If any conflicts arise between the terms and conditions of this contract, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this contract shall control. F. CONSULTANT shall only commence work covered by an amendment after the amendment is executed and notification to proceed has been provided by LOCAL AGENCY's Contract Administrator. G. There shall be no change in CONSUL TANT's Project Manager or members of the project team, as listed in the approved Cost Proposal, which is a part of this contract without prior written approval by LOCAL AGENCY's Contract Administrator. ARTICLE XX DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION A. This contract is subject to 49 CFR, Part 26 entitled "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs". Consultants who obtain DBE participation on this contract will assist Caltrans in meeting its federally mandated statewide overall DBE goal. Page 8 of 16 B. The goal for DBE participation for this contract shall be that stated in the Contract Documents at the time of advertisement. Participation by DBE consultant or Subconsultants shall be in accordance with infonnation contained in the Consultant Proposal DBE Commitment (Exhibit 10-01), or in the Consultant Contract DBE Information (Exhibit I 0-02) attached hereto and incorporated as part of the Contract. If a DBE Subconsultant is unable to perform, CONSULT ANT must make a good faith effort to replace him/her with another DBE Subconsultant, if the goal is not otherwise met. C. DBEs and other small businesses, as defined in 49 CFR, Part 26 are encouraged to participate in the performance of contracts financed in whole or in part with federal funds. CONSULTANT or Subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. CONSULT ANT shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT-assisted agreements. Failure by CONSULTANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as LOCAL AGENCY deems appropriate. D. Any subcontract entered into as a result of this contract shall contain all of the provisions of this section. E. A DBE firm may be terminated only with prior written approval from LOCAL AGENCY and only for the reasons specified in 49 CFR 26.53(f). Prior to requesting LOCAL AGENCY consent for the termination, CONSUL TANT must meet the procedural requirements specified in 49 CFR 26.53(f). F. A DBE performs a Commercially Useful Function (CUF) when it is responsible for execution of the work of the contract and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible with respect to materials and supplies used on the contract, 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 CUF, evaluate the amount of work subcontracted, industry practices, whether the amount the firm is to be paid under the, contract is commensurate with the work it is actually performing, and other relevant factors. G. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, contract, 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. H. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its contract with its own work force, or the DBE subcontracts a greater portion of the work of the contract 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 CUF. I. CONSULTANT shall maintain records of materials purchased 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. J. Upon completion of the Contract, a summary of these records shall be prepared and submitted on the form entitled, "Final Report-Utilization of Disadvantaged Business Enterprise (DBE), First-Tier Subconsultants" CEM-2402F [Exhibit 17-F, of the LAPM], certified correct by CONSULTANT or CONSULTANT's authorized representative and shall be furnished to the Contract Administrator with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in twenty-five percent (25%) of the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be returned to CONSULTANT when a satisfactory "Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subconsultants" is submitted to the Contract Administrator. K. If a DBE Subconsultant is decertified during the life of the contract, the decertified Subconsultant shall notify CONSULTANT in writing with the date of decertification. If a Subconsultant becomes a certified DBE during Page 9 of 16 the life of the Contract, the Subconsultant shall notify CONSULTANT in writing with the date of certification. Any changes should be reported to LOCAL AGENCY's Contract Administrator within 30 days. ARTICLE XXI CONTINGENT FEE CONSULT ANT warrants, by execution of this contract that no person or selling agency has been employed, or retained, to solicit or secure this contract upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by CONSULT ANT for the purpose of securing business. For breach or violation of this warranty, LOCAL AGENCY has the right to annul this contract without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the contract price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee. ARTICLE XXII DISPUTES A. Any dispute, other than audit, concerning a question of fact arising under this contract that is not disposed of by agreement shall be decided by a committee consisting of LOCAL AGENCY's Contract Administrator and other LOCAL AGENCY representatives who may consider written or verbal information submitted by CONSULT ANT. B. Not later than 30 days after completion of all work under the contract, CONSUL TANT may request review by 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 CONSULT ANT from full and timely performance in accordance with the terms of this contract. ARTICLE XXIII INSPECTION OF WORK CONSULTANT and any Subconsultant shall permit LOCAL AGENCY, the state, and the FHWA if federal participating funds are used in this contract; to review and inspect the project activities and files at all reasonable times during the performance period of this contract including review and inspection on a daily basis. ARTICLE XXIV SAFETY A. CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding necessary safety equipment or procedures. CONSUL TANT shall comply with safety instructions issued by 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, LOCAL AGENCY has determined that such areas are within the limits of the project and are open to public traffic. CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. CONSULTANT shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Article. D. CONSULTANT must have a Division of Occupational Safety and Health (CAL-OSHA) permit(s), as outlined in California Labor Code Sections 6500 and 6705, prior to the initiation of any practices, work, method, operation, or process related to the construction or excavation of trenches which are five feet or deeper. Page 10 of 16 ARTICLE XXV INSURANCE A. Scope of Coverage. During the term of this Agreement, CONSULT ANT shall maintain, at no expense to LOCAL AGENCY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars($ I ,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 two million dollars ($2,000,000) per occurrence/four million dollars ($4,000,000) aggregate, to cover any claims arising out of the CONSULT ANT's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, LOCAL AGENCY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONSULT ANT shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits ofno less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULT ANT's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against LOCAL AGENCY. 8. Other Insurance Requirements. The insurance coverage required of the CONSUL TANT in subparagraph A of this section above shall also meet the following requirements: I. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be specifically endorsed to include the LOCAL AGENCY, its officers, agents, employees, and volunteers, as additional insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONSULTANT'S insurance policies shall be primary with respect to any insurance or coverage maintained by LOCAL AGENCY and shall not call upon LOCAL AGENCY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 01 04 13. 3. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. By execution of this contract, CONSULTANT hereby grants to LOCAL AGENCY a waiver of any right to subrogation which any insurer of CONSULT ANT may acquire against LOCAL AGENCY by virtue of the payment of any loss under such insurance. CONS ULT ANT agrees to obtain any endorsement that Page 11 of 16 may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not LOCAL AGENCY has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Form, then, following termination of this contract, 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 contract. 7. The limits of insurance required in this contract 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 contract 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: (I) the minimum coverage and limits specified in this contract; 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 Contract Administrator 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 LOCAL AGENCY or other additional insured party. At LOCAL AGENCY's option, the deductibles or self-insured retentions with respect to LOCAL AGENCY shall be reduced or eliminated to LOCAL AGENCY's satisfaction, or CONSUL TANT 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 contract regarding indemnity and insurance to the extent they apply to the scope of the subcontractor's work. Subcontractors hired by CONSULT ANT agree to be bound to CONSULT ANT and LOCAL AGENCY in the same manner and to the same extent as CONSULTANT is bound to LOCAL AGENCY under this contract. 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 CONSULT ANT shall provide a copy of such endorsement of policy provision to LOCAL AGENCY. E. Proof of Insurance. CONSULTANT shall provide to the Contract Administrator or LOCAL AGENCY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this contract; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this contract. LOCAL AGENCY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULT ANT. 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 the Contract Administrator and the City Attorney. Page 12 of 16 ARTICLE XXVI OWNERSHIP OF DATA A. Upon completion of all work under this contract, ownership and title to all reports, documents, plans, specifications, and estimates produce as part of this contract will automatically be vested in LOCAL AGENCY; and no further agreement will be necessary to transfer ownership to LOCAL AGENCY. CONSULTANT shall furnish LOCAL AGENCY all necessary copies of data needed to complete the review and approval process. 8. It is understood and agreed that all calculations, drawings and specifications, whether in hard copy or machine- readable form, are intended for one-time use in the construction of the project for which this contract has been entered into. C. CONSUL TANT is not liable for claims, liabilities, or losses arising out of, or connected with the modification, or misuse by LOCAL AGENCY of the machine-readable information and data provided by CONSULT ANT under this contract; further, CONSULT ANT is not liable for claims, liabilities, or losses arising out of, or connected with any use by 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 CONSULT ANT. D. Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27, Subpart 27.3 -Patent Rights under Government Contracts for federal-aid contracts). E. LOCAL AGENCY may permit 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 . ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY's CONSTRUCTION CONTRACTOR A. If claims are filed by LOCAL AGENCY's construction contractor relating to work performed by CONSUL TANT's personnel, and additional information or assistance from CONSUL TANT's personnel is required in order to evaluate or defend against such claims; CONSULTANT agrees to make its personnel available for consultation with LOCAL AGENCY'S construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. 8. CONSULTANT's personnel that LOCAL AGENCY considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from LOCAL AGENCY. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for CONSULTANT's personnel services under this contract. C. Services of CONSULTANT's personnel in connection with LOCAL AGENCY's construction contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this contract in order to resolve the construction claims. ARTICLE XXVIII CONFIDENTIALITY OF DATA A. All financial, statistical, personal, technical, or other data and information relative to LOCAL AGENCY's operations, which are designated confidential by LOCAL AGENCY and made available to CONSULTANT in order to carry out this contract, shall be protected by CONS ULT ANT from unauthorized use and disclosure. 8. Permission to disclose information on one occasion, or public hearing held by LOCAL AGENCY relating to the contract, shall not authorize CONS ULT ANT to further disclose such information, or disseminate the same on any other occasion. C. CONSUL TANT shall not comment publicly to the press or any other media regarding the contract or LOCAL AGENCY's actions on the same, except to LOCAL AGENCY's staff, CONSULTANT's own personnel Page 13 of 16 involved in the performance of this contract, at public hearings or in response to questions from a Legislative committee. D. CONSULTANT shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this contract without prior review of the contents thereof by LOCAL AGENCY, and receipt of LOCAL AGENCY'S written permission. E. Any subcontract entered into as a result of this contract shall contain all of the provisions of this Article. F. For PS&E contracts, all information related to the construction estimate is confidential, and shall not be disclosed by CONSULTANT to any entity other than LOCAL AGENCY. ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, CONSUL TANT hereby states under penalty of perjury that no more than one final un-appealable finding of contempt of court by a federal court has been issued against CONSUL TANT within the immediately preceding two-year period, because of CONSUL TANT's failure to comply with an order of a federal court that orders CONSUL TANT to comply with an order of the National Labor Relations Board. ARTICLE XXX EVALUATION OF CONSULTANT CONSULTANT's performance may be evaluated by LOCAL AGENCY at LOCAL AGENCY'S discretion. If performed, a copy of the evaluation will be sent to CONSULTANT for comments. The evaluation together with the comments shall be retained as part of the contract record. ARTICLE XXXI RETENTION OF FUNDS A. Any subcontract entered into as a result of this Contract shall contain all of the provisions of this section. B. No retainage will be held by the LOCAL AGENCY from progress payments due the prime CONSULTANT. Any retainage held by the prime CONSULT ANT 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 CFR 26.29) 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 CONSUL TANT 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 CONSULT ANT or Subconsultant in the event of a dispute involving late payment or nonpayment by the prime CONSUL TANT, deficient Subconsultant performance, or noncompliance by a Subconsultant. This provision applies to both DBE and non-DBE prime CONSULT ANT and Subconsultants. ARTICLE XXXII NOTIFICATION All notices hereunder and communications regarding interpretation of the terms of this contract and changes thereto, shall be effected by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid, and addressed as follows: Page 14 of 16 CONSUL TANT: LOCAL AGENCY: Kimley-Horn and Associates, Inc. Kevin Aguigui, Project Manager 1300 Clay Street, Suite 325 Oakland, CA 94612 City of San Rafael Bill Guerin, Contract Administrator 111 Morphew Street San Rafael, CA 94901 ARTICLE XXXIII CONTRACT The two parties to this contract, who are the before named CONSULT ANT and the before named LOCAL AGENCY, hereby agree that this contract constitutes the entire agreement which is made and concluded in duplicate between the two parties. Both of these patties 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 contract as evidenced by the signatures below. ARTICLE XXXIV NO THIRD PARTY BENEFICIARIES LOCAL AGENCY and CONSULTANT do not intend, by any provision of this contract, 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 XXXV COSTS AND ATTORNEY'S FEES The prevailing party in any action brought to enforce the terms and conditions of this contract, or arising out of the perfonnance of this contract, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. ARTICLE XXXVI LOCAL AGENCY BUSINESS LICENSE/ OTHER TAXES CONSULTANT shall obtain and maintain during the duration of this contract, a LOCAL AGENCY business license as required by the San Rafael Municipal Code. CONSUL TANT 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 perfonned under this contract, until CONSULTANT has provided LOCAL AGENCY with a completed Internal Revenue Service Fonn W-9 (Request for Taxpayer Identification Number and Certification). ARTICLE XXXVII WAIVERS The waiver by either party of any breach or violation of any term, covenant or condition of this contract, 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 tenn, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may Page 15 of 16 become due or owing under this contract, 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 contract or any applicable law, ordinance or regulation. ARTICLE XXXVIII APPLICABLE LAW The laws of the State of California shall govern this contract. CONSUL TANT 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 contract. CONSUL TANT shall perform all services under this contract in accordance with these laws, ordinances, codes and regulations. CONSULT ANT 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 XXXIX SIGNATURES CITY OF SAN RAFAEL ATTEST: LINDSAY LARA City Clerk APPROVED AS TO FORM: L Ci.Y,.;___ ,l ~ fFC ROBERTF.EPSTEI ,, City Attorney KIMLEY-HORN AND ASSOCIATES, INC. B Title: Sr. Vice President and KIMLEY-HORN AND AS SOCIA TES, INC. By:_____,__,AfM~~-- Title: Assistant Secretary Page 16 of 16 THIRD STREET AT HETHERTON STREET IMPROVEMENTS PROJECT Revised Sco pe of Work 9/10/2018 Exhibit A Kimley-Horn will provide the professional engineering design services to develop final design for the Third Street at Hetherton Street Improvement Project, Federal Project no. HSIPL 5043 (040). We have prepared many design plans for roadway and traffic signal improvements for the City. We will use this experience to successfully deliver this project. The final product of this project will be construction contract documents including plans, specifications, and cost estimates ready for bid. We have reviewed the City's proposed Scope of Work, and offer our approach to that scope below. If selected, our team will work with the City to develop a comprehensive and complete Scope of Work based on the tasks that follow. Task 1: Project Management and Coordination Kimley-Horn will provide project management and quality control to insure delivery of a high-quality product within budget and on schedule. To accomplish this, Kimley-Horn will conduct face-to-face meetings with the City and project team. We will prepare monthly progress reports, invoices and updated project schedules that will reflect our progress on the detailed design. Progress reports will, at a minimum, include: • A summary of work completed and an updated percent complete for each task • Budget status for tasks • Issues that have been identified along with possible resolutions • Identification of any out-of-scope work that may have an impact on the scope, schedule, and/or budget of the project If an unforeseen issue arises, Kimley-Horn will address the City to provide everyone with information and work toward an agreement for next steps before resuming work. Deliverables: • Monthly progress reports, invoices and project schedule updates • Meeting agendas and minutes for design coordination meetings Task 2: Design Task 2.1 -Agency Coordination and Public Outreach Kimley-Horn will contact pertinent regulatory agencies, stakeholders, and the public. This outreach is expected to include participation in meetings with some of the following groups: • Stakeholders • Business owners • Golden Gate Bridge, Highway and Transportation District • BPAC City of San Rafael 9/10/2018 Kimley>>> Horn . • ... ·,;-. .... . -:-_. .. ~ :- THIRD STREET AT HETHERTON STREET IMPROVEMENTS PROJECT ~~-:._ •• ··.·-· .. ··' • ·:.··; .• :. • ·-• •<. ... ~ • -· • •· •·. -~, • • • ···-. ,.-,'-·'· .:..· ••• :.. •• • City Council Task 2.2 -Design Domments {PS&E} Given that Kimley-Horn prepared the 3rd and Hetherton Traffic Study Report , we have most of the information needed to complete this preliminary assessment. To that effect, we propose to conduct a field assessment with the City to identify and re-confirm potential issues. These issues could include right-of- way constraints, environmental issues, accessibility issues, and drainage issues. To complete this, Kimley-Horn will perform detailed review of the project intersection as well as review prior studies/reports conducted. Kimley-Horn will develop engineering design documents for the improvements on the project intersection . The drawings will include elements of the design addressed in the 3rd and Hetherton Traffic Study Report . 65% Plans Specifications, and Opinion of Probable Construction Costs (PS&E): Kimley-Horn will prepare the 65% design level plans, specifications, and opinion of probable construction costs (PS&E). The 65% design level opinion of probable construction costs , or estimate, will include bid item detailed breakdowns including measurement and payment provisions, which will also be included in the project specifications. If requested, we will meet with City staff to review the 65% submittal and discuss any comments , provided a clear and agreed upon path to complete the 95% design. The anticipated breakdown of plan sheets for the 65% design level plans is as follows: • Title Sheet • General Note Sheet • Demolition Plan Sheet • Construction Layout Sheet • Grading and Drainage Sheet • Construction Detail Sheet • Traffic Signal Removal Sheet • Traffic Signal Modification Sheet • Traffic Signal Schedule Sheet • Signing and Stripi ng Sheet • Electrical Detai l Sheet • Traffic Handling and Traffic Control Sheet 95% Plans Specifications, and Opinion of Probable Construction Costs (PS&E): Based on City's comments and direction on the 65% submittal, Kimley-Horn will revise the 65% PS&E to produce the 95% PS&E submittal. In addition, we will prepare a 65% comment response matrix that will be submitted for the City 's use with the 95% design submittal. Final Bid Documents: Kimley-Horn will make the necessary revisions to the 95% submittal to develop final, bid-ready design documents. These will include plans, specifications, and an opinion of probable construction costs . The bid documents will be signed and sealed and provided to the City for bidding . City of San Rafael 9/10/2018 2 Kimley>>>Horn THIRD STREET AT HETHERTON STREET IMPROVEMENTS PROJECT Deliverables: • 65% PS&E submittal • 95% PS&E submittal • Final Bid Documents • Public outreach materials, including agendas, minutes, display boards, etc. • PS&E Checklist (Caltrans LAPM Exhibit 12-D) Task 3: Environmental Compliance and Permitting Kimley-Horn will prepare appropriate environmental documentation. This will include pertinent National Environmental Policy Act (NEPA) and California Environmental Quality Act (CEQA) documents and any associated technical studies required. Kimley-Horn will prepare, submit, and obtain required permits and environmental documentation required by State, local, or jurisdictional agencies. In addition, we will coordinate with the Federated Indians of Graton Rancheria (FIGR) regarding any potential cultural resources. This will include preparation of any exhibits and letters necessary to address any concerns during construction. Deliverables: • Preliminary and final permit applications • Preliminary and final NEPNCEQA documentation • Documentation of FIGR resources to be addressed during construction Task 4: Right-of-Way Certification Assistance In this task, Kimley-Horn will take the proper steps to for the City to obtain Caltrans approved Right of Way Certification (LAPM Exhibit 13-B). Kimley-Horn will coordinate with the Caltrans Office of Permits to get a Caltrans Encroachment Permit. This permit will allow the City to undergo construction within Caltrans Right-of-Way. This task assumes three rounds of addressing comments from Caltrans Staff. Kimley-Horn will also coordinate with necessary utility agencies to identify potential conflicts. Once any potential conflicts have been identified, Kimley-Horn will submit Notice to Owner (NTO) to show the affected utility. Upon approval from the Caltrans Local Assistance Right of Way Programs, the NTO will be sent to the City for further coordination with the utility agencies. Kimley-Horn shall prepare any necessary utility mapping with proposed improvements to any relocated/adjusted facilities. We will draft Utility Notification letters to the utility companies showing limits of the relocation/adjustment. These notifications will be included with the NTOs and sent to the City of signatures. Kimley-Horn will review plans to confirm no conflicts exist between proposed improvements (e.g., traffic signal pole foundations, curb ramp improvements, catch basins, etc.) and existing utilities. Deliverables: • Utility coordination letters and NTOs • Caltrans Encroachment Permit • Caltrans approved Right-of-Way Certification (Exhibit 13-B) City of San Rafael 9/10/2018 3 Kimley >>>Horn t11ae1a.'f'.i.,~■~,.1.,r.i.,11R,11-1 THIRD STREET AT HETHERTON STREET IMPROVEMENTS PROJECT rl!l l!?_ __ J!~sk Na.~-Dura:ion J~ __ _ 1 day MOIi 10/8/lB ~is_!:! ____ Js~e ·rn l c•e1·ia .L N0·, 16J Dce ts .ton'19 :eb 1c. Ma· 1~1>.~r 19 2 3 4 5 6 7 B 9 10 11 12 13 14 15 16 Notice to Proceed (NTP) Task 1: Project Management and Coordination PrCJECt M3mlgemer.t Task 2: Design Task 2.1: Preli'Tl1n3ry ~ssmant Field ..:.=ssment R,;;\~ewo: Prier .Studie,/Rei;\'.Jrts Ta1k 2.2: Ager,l:'1• Cocr d.na:1cn and Dublic Outreach Meetings iask 2.3: C1:;:gn Documents 6S% PSS:.E CtyRe-.,1ew 95.% PSS:.E City Re\•iew Fina l Bid ;):icuments (submi: RF..; Pa~k;;ai;;e) E-76 fc.• Cc,ns~rumon [Ad\•ert 1sementf 17 I Task 3: Environmental Compliance & Permits 18 I NEPA and CEQA Darumental1or. 19 I FIGR Coon:i1n3t1on 20 I Task 4: Right-of-Way Cenification Assistance 21 I Ca llrar-.; Encrnacr.mer.t Perm it 22 I Ut•li:y Coordmat1on and NT05 City of San Rafael 9/10/2018 102 days Mon 10/8/18 :02 Co'/5 /-.'.c,n W/E/18 101 days Tue 10/9/18 :o.=a't': Sda·,•; :OC:1',-; 2Qd3•,"! De'.•,:; 9~<:3'1• !<Jc:1·,-s .:5d!i 1t"! :sea·,~ :sc.~:; Sda·,•; : da·~• 40days ~Jd3•,-s 20C:3'/'; 75 day:s. 45d!i•,-:s ~.o ca•,•; Tue lD/9/18 Tue 10/9/18 iue 10/9/18 Tue 10/23/18 Tu2 1{1/21/ 18 Tue 10/23/18 Tue 1:J,IE/18 iue E/6/18 Tue 1:/27/ 18 Tue H/15/18 Tue l/29/19 iue 2/26/19 Tue 10/23/18 iue 10,.'23/!B Tue :o/n/18 Tue 10/16/18 Tue 11/27/18 Tue 10/16./18 4 Manl0/8/18 Tue 2(26/19 l 1· ., -ue 2/~f,,119 Tue 2(26/19 , Mon 10/21/18 Man 10/15/13 Mon 10/12/13 Mon 11/lS/18 Mon ll/lS/18 -u;; 2/26/19 Mon 11/5/:8 Men 11/26/18 Mon 12/17/lS l\1on 1/7/19 Mon 2/4/19 -us-2l25/19 Man 12/17/18 M □n 12/17/13 Mon 11/ 19/ 18 Mon 1/28/19 Mon 1/2~./:S Mon ll/Zf/18 Kimley>>>Horn 195.24% Overhead% Name Kevin Aguigui Adam Dankberg ---- Project Pr lncipal-in - 194.67% Overhead% w/o FCCM Category/Title Manager Charge/QA/QC 10% Fee % Direct Rate $91.36 $67 .32 Billing Rate $296.65 $218.59 Task 1: Project Management & Coordination 10 2 1.1 Project Management & Coordination 10 2 Task 2: Design 6 8 2.1 Outreach 6 2.2 GS% PS&E 4 2 2.2 95% PS&E 2 2.2 Final Bid Docum ents Task 3: Environmental Compliance & Permitting 0 0 3 .1 NEPA and CECA Cle ar anc e Task4 Right-of-Way Certification Assistance 0 0 4 .1 Caltra ns Encroa chment permit Coordin;atlon 4 .2 Utility Coordination TOTAL HOURS 16 10 Subtotal Labor: $ 4,746.44 $ 2,185.93 Other Direct Costs Labor Escalat io n Travel/Tolls Archeological/Historical Con sultants TOTAL COST: CITY OF SAN RAFAEL D"5ign Services for the Third Street at Hetherton Street Improvements Project Federal Project No. HSIPL 5043(040) REVISED COST PROPOSAL September 10, 2018 Kimley~Horn and Associates, Inc.. Alex Jewell Karina Fidler Matt Wages Shawn Rainey Jake Hermie Sr. Profess ional Sr . Sr. Professional Profe ssion al ti Profess ioni11 I Professiona l I Profess ional I II Professional I I $64.68 $64.92 $54 .34 $43 .28 $41.60 $69.40 $59.14 $210.02 $210.80 $176.45 $140,53 $135 ,08 $225.35 $192.03 0 0 0 8 0 0 0 8 0 0 26 52 22 4 4 10 16 24 8 2 2 8 24 4 2 2 2 4 8 8 0 2 0 0 0 8 8 2 0 0 2 8 0 0 0 2 4 4 8 8 28 70 22 4 4 $ 1,680.16 $ 1,686.40 $ 4,940.48 $ 9,837.32 s 2,971 .72 $ 90139 $ 768 .13 Exhibit B Project Admln Professiona l I Analyst Support Support $46.64 $40.40 $42 .56 $31.60 $151.44 $131.18 $138.20 $102.61 Total Hours Total Cost 0 0 2 2 24 $ 5,009.58 2 2 24 s 5,009.58 48 134 0 8 312 $ 45,733 .68 2 18 $ 2,867.55 24 60 4 146 $ 21,651.07 16 60 2 120 $ 17,251.94 8 14 28 $ 3,963.11 0 0 1 2 21 $ 3,991.04 1 2 21 $ 3,991.04 0 24 0 2 36 $ 4,830 .73 16 2 24 $ 3,219.15 8 12 $ 1,611.59 48 158 3 14 393 $ 7,269.28 $ 20,726.70 $ 414.59 $ 1,436.50 $ 59,565 .03 $ 5,338.78 $ 297.83 s 200.00 $ 4,840.95 $ 64,903 .81 Kimley J>) Horn 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: Public Works Project Manager: Hunter Young Extension: 3408 Contractor Name: Kimley-Horn and Associates Contractor's Contact: Kevin Aguigui Contact's Email: kevin.aguigui@kimley-horn.com D 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. b. Email contract (in Word) and attachments to City 9/11/2018 Attorney c/o Laraine.Gittens@cityofsanrafael.org ~ HY 2 City Attorney a. Review, revise, and comment on draft agreement 9/11/2018 ~ LG and return to Project Manager b. Confirm insurance requirements, create Job on 9/11/2018 ~ LG PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to 9/12/2018 ~ BG contractor 4 Project Manager Forward three (3) originals of final agreement to 9/12/2018 ~ HY contractor for their signature 5 Project Manager When necessary, contractor-signed agreement □ N/A agendized for City Council approval * *City Council approval required for Professional Services ~ HY Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 10/1/2018 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 9/17/2018 ~ HY Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed 11/1,/J~ fJ4__ agreement 8 City Attorney Review and approve insurance in PINS, and bonds 11/t /lfr {%-(for Public Works Contracts) 9 City Manager/ Mayor Agreement executed by City Council authorized 11 /,'k IX< official 10 City Clerk Attest signatures, retains original agreement and .......... ~ _/) \\ h'--\-h 91 forwards copies to Project Manager (7\. [/\; I