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PW Andersen Dr. Rail CrossingAGREEMENT FOR PROFESSIONAL SERVICES WITH KIMLEY-HORN AND ASSOCIATES, INC. FOR THE ANDERSEN DRIVE RAIL CROSSING IMPROVEMENTS PROJECT ARTICLE I INTRODUCTION A. This contract is between the following named, hereinafter referred to as, CONSULTANT and the following named, hereinafter referred to as, LOCAL AGENCY: The name of the "CONSULTANT" is as follows: KIMLEY-HORN AND ASSOCIATES, INC. Incorporated in the State of CALIFORNIA The Project Manager for the "CONSULTANT" will be JO:,!.IN,_PULLIAM The name of the "LOCAL AGENCY" is as follows: CITY OF SAN RAFAEL The Contract Administrator for LOCAL AGENCY will be 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 Cost Proposal dated June 30, 2015 (Revised September 2, 2015). 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. Except as otherwise provided in Paragraph B., CONSULTANT shall, to the fullest extent pennitted by law, indemnify, release, defend with counsel approved by LOCAL AGENCY, and hold harmless LOCAL AGENCY, its officers, agents, employees and volunteers (collectively, the "LOCAL AGENCY Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONSULTANT'S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the LOCAL AGENCY Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the LOCAL AGENCY Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the LOCAL AGENCY Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT's work or work product by the LOCAL AGENCY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the LOCAL AGENCY Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT'S performance of or operations under this Agreement, CONSULTANT shall provide a defense to the LOCAL AGENCY Indemnitees or at LOCAL AGENCY'S option reimburse the LOCAL AGENCY Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. D. Where the services to be provided by CONSULTANT under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONSULTANT shall, to the fullest extent pennitted by law, indemnify, release, defend and hold harmless the LOCAL AGENCY Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of LOCAL AGENCY. Page 1 of 17 1 J kj,� 11 Ulf 1 E. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. F. CONSULTANT and the agents and employees of CONSULTANT, in the performance of this agreement, shall act in an independent capacity and not as officers or employees or agents of LOCAL AGENCY. G. Without the written consent of LOCAL AGENCY, this contract is not assignable by CONSULTANT either in whole or in part. H. 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. I. The consideration to be paid to CONSULTANT as provided herein, shall be in compensation for all of CONSULTANT's expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided. The LOCAL AGENCY may terminate this agreement with CONSULTANT should CONSULTANT fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, the LOCAL AGENCY may proceed with the work in any manner deemed proper by the LOCAL AGENCY. If the LOCAL AGENCY terminates this agreement with the CONSULTANT, LOCAL AGENCY shall pay CONSULTANT the sum due the CONSULTANT under this agreement prior to termination, unless the cost of completion to the LOCAL AGENCY exceeds the funds remaining in the contract. In which case the overage shall be deducted from any sum due the CONSULTANT under this agreement and the balance, if any, shall be paid the CONSULTANT upon demand. ARTICLE II STATEMENT OF WORK A. Consultant Services: The approved CONSULTANT's Scope of Work is attached hereto (Exhibit A) and incorporated by reference. If there is any conflict between the approved Scope of Work and this contract, this contract shall take precedence. ARTICLE III CONSULTANT'S REPORTS AND/OR MEETINGS A. The CONSULTANT shall submit progress reports at least once a month. The report should be sufficiently detailed for the Contract Administrator to determine, if CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed. B. The CONSULTANT's Project Manager shall meet with the LOCAL AGENCY's Contract Administrator, as needed, to discuss progress on the contract. ARTICLE IV PERFORMANCE PERIOD A. This contract shall go into effect upon execution by both parties, and CONSULTANT shall commence work after notification to proceed by the LOCAL AGENCY'S Contract Administrator. The contract shall end upon completion of the work to the satisfaction of the LOCAL AGENCY'S Contract Administrator. B. CONSULTANT is advised that any recommendation for contract award is not binding on the LOCAL AGENCY until the contract is fully executed and approved by the LOCAL AGENCY. Page 2 of 17 ARTICLE V ALLOWABLE COSTS AND PAYMENTS A. The LOCAL AGENCY will reimburse the CONSULTANT based on a time and materials basis with a maximum "not to exceed" fee as set forth in the CONSULTANT's Cost Proposal attached hereto as Exhibit B and incorporated herein, as being the maximum cost to perform all work. Tasks identified in the CONSULTANT's Scope of Work as "optional," (i.e. Construction Support) shall only be performed after receipt of LOCAL AGENCY approval in writing. The Cost Proposal fee shall include all direct costs and overhead such as, but not limited to, transportation, communications, subsistence and materials, and any subcontracted items of work. B. The CONSULTANT will not be reimbursed for actual costs (direct or overhead costs) that exceed the approved CONSULTANT'S Cost Proposal fee, unless additional reimbursement is provided for by contract amendment. In the event that the LOCAL AGENCY determines that a change to the work from that specified in the Cost Proposal and contract is required, the contract time and/or actual costs reimbursable by the LOCAL AGENCY shall be adjusted by contract amendment to accommodate the changed work. The maximum total cost as specified in the approved CONSULTANT'S Cost Proposal shall not be exceeded, unless authorized by contract amendment. C. Progress payments will be made monthly based on actual hours, hourly costs, and support service costs charged to the project. Progress payments will only be processed upon receipt of itemized invoice and progress report submitted to the LOCAL AGENCY. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in the Statement of Work, the LOCAL AGENCY shall have the right to delay payment and/or terminate this Agreement in accordance with the provisions of Article VI Termination. D. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this contract. E. The CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit upon receipt by the LOCAL AGENCY's Contract Manager of an itemized invoice. Invoices and progress reports shall be submitted no later than 45 -calendar days after the performance of work for which the CONSULTANT is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall reference this contract number and project title. Final invoice must contain the final cost and all credits due the LOCAL AGENCY including any equipment purchased under the provisions of Article XVI Equipment Purchase of this contract. The final invoice should be submitted within 60 -calendar days after completion of the CONSULTANT's work. Invoices shall be mailed to the LOCAL AGENCY's Contract Manager at the following address: City of San Rafael Attention: Public Works Director 111 Morphew Street San Rafael, CA 94901 F. All subcontracts in excess of $25,000 shall contain the above provisions. G. CONSULTANT agrees that LOCAL AGENCY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes LOCAL AGENCY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. Page 3 of 17 ARTICLE VI TERMINATION A. LOCAL AGENCY reserves the right to tenninate this contract upon thirty (30) calendar days written notice to CONSULTANT with the reasons for tennination 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 CONSULTANT upon demand. ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS A. CONSULTANT agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the 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 CONSULTANT 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 CONSULTANT to LOCAL AGENCY. D. All subcontracts in excess of $25,000 shall contain the above provisions. ARTICLE VIII RETENTION OF RECORDS/AUDIT E. For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of the contract pursuant to Government Code 8546.7; 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. Subcontracts in excess of $25,000 shall contain this provision. A. Subcontracts in excess of $25,000 shall contain this provision. Page 4 of 17 ARTICLE IX AUDIT REVIEW PROCEDURES A. Any dispute concerning a question of fact arising under an interim or post audit of this contract that is not disposed of by agreement, shall be reviewed by the LOCAL AGENCY'S FINANCE DIRECTOR. B. Not later than 30 days after issuance of the final audit report, the CONSULTANT may request a review by the LOCAL AGENCY'S FINANCE DIRECTOR of unresolved audit issues. The request for review will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by the LOCAL AGENCY will excuse the CONSULTANT from full and timely performance, in accordance with the terms of this contract. D. CONSULTANT 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 CONSULTANT and approved by LOCAL AGENCY contract manager to conform to the audit or review recommendations. CONSULTANT 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 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 CONSULTANT of its responsibilities and obligations hereunder. CONSULTANT 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 CONSULTANT. CONSULTANT's obligation to pay its subconsultant(s) is an independent obligation from LOCAL AGENCY'S obligation to make payments to the CONSULTANT. B. CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this contract shall be subcontracted without written authorization by LOCAL AGENCY's Contract Administrator, except that, which is expressly identified in the approved Cost Proposal. C. CONSULTANT shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to CONSULTANT by LOCAL AGENCY. D. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all the provisions stipulated in this contract to be applicable to subcontractors. A. Any substitution of subconsultants must be approved in writing by the LOCAL AGENCY's Contract Administrator prior to the start of work by the subconsultant(s). Page 5 of 17 ARTICLE XI EQUIPMENT PURCHASE 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 CONSULTANT services. CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs. B. For purchase of any item, service or consulting work not covered in CONSULTANT'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, CONSULTANT 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 CONSULTANT elects to keep the equipment, fair market value shall be determined at CONSULTANT's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by LOCAL AGENCY and CONSULTANT, if it is detennined 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. D. All subcontracts in excess $25,000 shall contain the above provisions. ARTICLE XII STATE PREVAILING WAGE RATES A. The CONSULTANT shall comply with the State of California's General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 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. 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 A. The CONSULTANT shall disclose any financial, business, or other relationship with LOCAL AGENCY that may have an impact upon the outcome of this contract, or any ensuing LOCAL AGENCY constriction project. The CONSULTANT shall also list current clients who may have a financial interest in the outcome of this contract, or any ensuing LOCAL AGENCY construction project, which will follow. Page 6 of 17 B. The CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the perfonnance of services under this agreement. C. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all of the provisions of this Article. D. The CONSULTANT hereby certifies that neither CONSULTANT, nor any firm affiliated with the CONSULTANT will bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. An affiliated firm is one, which is subject to the control of the same persons through joint -ownership, or otherwise. E. Except for subcontractors whose services are limited to providing surveying or materials testing information, no subcontractor who has provided design services in connection with this contract shall be eligible to bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. ARTICLE XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION 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 tenninate 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 A. CONSULTANT certifies to the best of his or her knowledge and belief that: No state, federal or local agency appropriated funds have been paid, or will be paid by -or -on behalf of CONSULTANT 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. 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 Fonn-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 of not less than $10,000 and not more than $100,000 for each such failure. Page 7 of 17 C. CONSULTANT also agrees by signing this document that lie 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. ARTICLE XVI STATEMENT OF COMPLIANCE A. CONSULTANT's signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that CONSULTANT 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 perfonnance 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 applicable 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. CONSULTANT's signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that CONSULTANT has complied with Title 2 CFR, Part 180, "OMB Guidelines to Agencies on Government wide Debarment and Suspension (nonprocurement)", 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, Page 8 of 17 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. 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 of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the 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. This contract may be amended or modified only by mutual written agreement of the parties. B. 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. C. There shall be no change in CONSULTANT'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 9 of 17 B. The goal for DBE participation for this contract is 7.71%. Participation by DBE consultant or subconsultants shall be in accordance with information contained in the Consultant Proposal DBE Commitment (Exhibit 10-01), or in the Consultant Contract DBE Information (Exhibit 10-02) attached hereto and incorporated as part of the Contract. If a DBE subconsultant is unable to perform, CONSULTANT 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. CONSULTANT 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, CONSULTANT 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. 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. 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 Page 10 of 17 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 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 CONSULTANT warrants, by execution of this contract that no person or selling agency has been employed, or retained, to solicit or secure this contract upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by CONSULTANT 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 the LOCAL AGENCY's Contract Administrator and other LOCAL AGENCY representatives, who may consider written or verbal information submitted by the CONSULTANT. B. Not later than 30 days after completion of all work under the contract, CONSULTANT may request review by the LOCAL AGENCY GOVERNING BOARD of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. C. Neither the pendency of a dispute, nor its consideration by the committee will excuse the CONSULTANT from full and timely performance in accordance with the terms of this contract. ARTICLE XXIII INSPECTION OF WORK The CONSULTANT and any subcontractor shall pen -nit the LOCAL AGENCY, the state, and the FHWA if federal participating funds are used in this contract; to review and inspect the project activities and files at all reasonable times during the performance period of this contract including review and inspection on a daily basis. ARTICLE XXIV SAFETY A. CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding necessary safety equipment or procedures. CONSULTANT shall comply with safety instructions issued by LOCAL AGENCY Safety Officer and other LOCAL AGENCY representatives. Page 11 of 17 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. ARTICLE XXV INSURANCE A. During the tenn of this Agreement, CONSULTANT shall maintain, at no expense to LOCAL AGENCY, the following insurance policies: A commercial general liability insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence/two million dollars ($2,000,000) aggregate for death, bodily injury, personal injury, or property damage. An automobile liability insurance policy, for owned, non -owned, and hired vehicles, in the minimum amount of one million ($1,000,000) dollars per occurrence. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of two million ($2,000,000) dollars per occurrence/four million dollars ($4,000,000) aggregate to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, LOCAL AGENCY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONSULTANT shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONSULTANT and LOCAL AGENCY against all liability for injuries to CONSULTANT's officers and employees. CONSULTANT'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against LOCAL AGENCY. B. The insurance coverage required of the CONSULTANT in Subparagraph A above, shall also meet the following requirements: Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the LOCAL AGENCY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under CONSULTANT'S insurance policies shall be primary with respect to any insurance or coverage maintained by LOCAL AGENCY and shall not call upon LOCAL AGENCY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONSULTANT'S policies shall be at least as broad as ISO form CG20 0104 13. Page 12 of 17 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, tenninate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the LOCAL AGENCY Contract Manager. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of LOCAL AGENCY (if agreed to in a written contract or agreement) before LOCAL AGENCY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to LOCAL AGENCY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the LOCAL AGENCY's Contract Manager and LOCAL AGENCY's City Attorney, and shall not reduce the limits of liability. Policies containing any self- insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or LOCAL AGENCY or other additional insured party. At LOCAL AGENCY's option, the deductibles or self-insured retentions with respect to LOCAL AGENCY shall be reduced or eliminated to LOCAL AGENCY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Subcontractors. CONSULTANT agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement regarding indemnity and insurance to the extent they apply to the scope of the subcontractor's work. Subcontractors hired by CONSULTANT agree to be bound to CONSULTANT and LOCAL AGENCY in the same manner and to the same extent as CONSULTANT is bound to LOCAL AGENCY under this Agreement. All subcontractors shall provide insurance with a blanket additional insured endorsement or coverage at least as broad as ISO form CB 20 38 04 13, and CONSULTANT shall provide a copy of such endorsement of policy provision to LOCAL AGENCY. E. Proof of Insurance. CONSULTANT shall provide to the LOCAL AGENCY's Contract Manager or LOCAL AGENCY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) Page 13 of 17 excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. LOCAL AGENCY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by LOCAL AGENCY Contract. Manager and the LOCAL AGENCY City Attorney. ARTICLE 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. B. It is understood and agreed that all calculations, drawings and specifications, whether in hard copy or machine-readable form, are intended for one-time use in the construction of the project for which this contract has been entered into. C. CONSULTANT 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 CONSULTANT under this contract; further, CONSULTANT 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 CONSULTANT. 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 pen -nit copyrighting reports or other agreement products. If copyrights are permitted; the agreement shall provide that the FHWA shall have the royalty -free nonexclusive and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the work for government purposes. F. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all of the provisions of this Article. ARTICLE 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 CONSULTANT's personnel, and additional information or assistance from CONSULTANT'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. B. 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. Page 14 of 17 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. D. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all of the provisions of this Article. ARTICLE 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 CONSULTANT from unauthorized use and disclosure. B. Pennission to disclose information on one occasion, or public hearing held by LOCAL AGENCY relating to the contract, shall not authorize CONSULTANT to further disclose such information, or disseminate the same on any other occasion. C. CONSULTANT 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 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 perfonned 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. F.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, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT within the immediately preceding two-year period, because of CONSULTANT's failure to comply with an order of a federal court that orders CONSULTANT to comply with an order of the National Labor Relations Board. ARTICLE XXX EVALUATION OF CONSULTANT The CONSULTANT's performance will be evaluated by the LOCAL AGENCY. A copy of the evaluation will be sent to the CONSULTANT for comments. The evaluation together with the comments shall be retained as part of the contract record. ARTICLE XXXI RETENTION OF FUNDS A. Any subcontract entered into as a result of this Contract shall contain all of the provisions of this section. Page 15 of 17 B. No retainage will be withheld by the Agency from progress payments due the prime consultant. Retainage by the prime consultant or subconsultants is prohibited, and no retainage will be held by the prime consultant from progress due subconsultants. Any violation of this provision shall subject the violating prime consultant or subconsultants to the penalties, sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime consultant or subconsultant in the event of a dispute involving late payment or nonpayment by the prime consultant or deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to both DBE and non -DBE prime consultants 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: CONSULTANT: Kimley-Horn and Associates, Inc. John Pulliam, Project Manager 6150 Stoneridge Mall Road, Suite 200 Pleasanton, CA 94588 LOCAL AGENCY: City of San Rafael Public Works Director 111 Morphew Street San Rafael, CA 94901 ARTICLE XXXIII CONTRACT The two parties to this agreement, who are the before named CONSULTANT and the before named LOCAL AGENCY, hereby agree that this agreement constitutes the entire agreement which is made and concluded in duplicate between the two parties. Both of these parties for and in consideration of the payments to be made, conditions mentioned, and work to be performed; each agree to diligently perform in accordance with the terms and conditions of this agreement as evidenced by the signatures below. ARTICLE XXXIV LOCAL AGENCY BUSINESS LICENSE / OTHER TAXES CONSULTANT shall obtain and maintain during the duration of this Agreement, a LOCAL AGENCY business license as required by the San Rafael Municipal Code. CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. LOCAL AGENCY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided LOCAL AGENCY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). ARTICLE XXXV SIGNATURES CITY OF SAN RAFAEL 4JAEISM. SCHUTZ anager [CONSULTANT NAME] p( i1Astoc By:..�, br is n E • 5W"S Page 16 of 17 ATTEST: G - Pµc ESTHER C. BEIRNE City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN City Attorney Page 17 of 17 Kimley»>Horn Andersen Drive Rail Crossing Improvements Scope of Services 9/2/2015 Kimley-Horn will provide the professional engineering design services to develop final design plans for the Andersen Drive Crossing, and assistance coordinating on behalf of the City with SMART for the Francisco Boulevard West Flop. We have reviewed the City's proposed Scope of Work, and offer the following scope. Task 1: Project Management and Coordination This task includes project management related tasks and meetings to consist of preparation of invoices, budget oversight, adherence to project scheduling, and general project coordination. We will work with the City at the start of the project to establish and understand the standards and policies which will guide the project development. Our scope and fee assume a 12 month project design duration. In addition, we assume there will be 3 in-person meetings with the City, and also '/z hour status calls each week, that will be attended by both the roadway and signal team leads. An initial Kick -Off Meeting will be arranged with City staff to review to discuss some of the elements associated with project and develop a consensus on the overall project approach. The Kimley-Horn project manager and one additional staff person will attend the meeting. With the City's involvement, we will review the proposed project approach and deliverables, and will set timetables for deliverables, City review periods, and other administrative details. Our key design team members will meet regularly with the City to present design options, review design alternatives, go over deliverable reviews, discuss project progress, and review other specific project related items. In addition to team meetings, Kimley-Horn anticipates communicating frequently with the City Project Manager. We will develop and maintain a critical path schedule using Microsoft Project, and we will provide monthly schedule updates in Microsoft Project format. Once the initial schedule has been approved by the City, we will baseline the schedule and continuously track the progress of each task against the baseline. Kimley-Horn, assisted by subconsultant Forbes Traffic Solutions, will coordinate with SMART, Caltrans, and the CPUC, including in person meetings with these external agencies, to move the project through those agencies and gain the needed approvals, Kemley>»Horn Page 2 including a Caltrans Encroachment Permit and SMART Right -of -Entry Permit. We have assumed a total of 8 in-person SMART meetings will be necessary. Deliverables: • Meeting agendas and minutes for all coordination meetings (internal and external) • Project schedule (monthly updates) Task 2: Preliminary Studies and Research The Kimley-Horn team will provide a coordinated effort to efficiently perform field reconnaissance and gather the data and information required for project development. Our team will perform field reviews to prepare base data for the project, including walking the entire project site to collect relevant field information. The City will review and provide relevant as-builts and other record drawings to Kimley-Horn, including drainage inventories, of the project area. Kimley-Horn will conduct field reconnaissance to verify existing equipment in place, such as traffic signal controller cabinets, signal poles, pull boxes, and other traffic signal furniture that are located behind the face of curb. Kimley-Horn understands that the City will send letters to utilities and will collect existing utility information from the private service providers who may have facilities in the project area (e.g., AT&T and PG&E). The City will determine the appropriate list of utilities to notify within the project area. Kimley-Horn will provide a utility letter template to the City for their use. The City will draft up the utility request and submitted to the utility companies, and will provide the received utility information to Kimley-Horn for our use. We will review and incorporate this utility information into the design plans. Kimley-Horn will also assist the City with negotiating with utilities for relocation or adjustment work, including creating displays and attending meetings. We have assumed a total of 40 hours for utility coordination work. Our subconsultant, Chaudhary & Associates, will prepare a topographic base map using a combination of conventional surveying using total stations and digital levels along with data obtained using their terrestrial LiDAR scanner system. Limits of topographic survey will be based on the footprint of the project provided in the project RFP. Right of way surveys will consist of a search for record monuments in the project limits noted previously. Record right of way maps will be input into the base map based on found monuments. Our base scope and fee assumes there will be no right-of-way takes necessary for this project. As an optional task, Chaudhary & Associates will create plats, legals and appraisal maps for identified properties. The topographic base map and record right of way data will be compiled in Autocad Civil 3D. 0 �/\ e � ® Page 3 Our subconsultant, PARIKH Consultants, will perform geotechnical testing and analysis, and will produce a Pavement Design Report for the Andersen project. Three locations will be drilled to collect subgrade soil samples for the proposed trail and street widening (if any). Three R -value samples will be collected, one from each boring. Traffic control is not expected as most of the work can be performed along the open dirt areas. We assume that the City will provide a no fee encroachment permit. Depending on the soil conditions, they expect to test up to two samples for R -value for this scope. Based on the readily available or provided Traffic Index values, PARIKH will provide pavement deign recommendations using Caltrans standards. The summary of the field work will be provided in a table. No Log of Test Borings are planned for the shallow borings. The results of the field work, and the pavement deign will be provided in a letter report. Our scope assumes the City will provide 24-hour speed/classification traffic counts along Andersen Drive and Francisco Boulevard, as well as morning, mid-day, and afternoon peak period vehicle turning movement, pedestrian and bicycle counts at the intersections of Andersen Drive/Francisco Boulevard, Francisco Boulevard/US 101 southbound ramp, Andersen Drive/Dubois Street, Andersen Drive/mid-block driveway (signalized intersection) and Andersen Drive/Bellam Boulevard. This information will be used to model traffic flows and progressions along the corridor to minimize the impacts of various preemption operating strategies. Finally, as part of this task, our team will perform a Multi -Modal Analysis for the Andersen Drive project, considering alternative modes of transportation including transit, bicycle, and pedestrians. The report will consider ADA and accessibility best practices. Necessary and reasonable multi -modal facilities and improvements will be recommended for inclusion into the design. Some possible improvements could include bicycle lane and bicycle boxes, colored pavements, and alternative signal timing and phases (including bus signal priority and leading pedestrian interval). Deliverables: • Utility letter template • Draft and Final Pavement Design Letter Report • Multi -Modal Analysis Task 3: Environmental Compliance and Permitting Kimley-Horn environmental staff will identify any additional information or data that may needed to support the environmental document. We will work with the City and the City's environmental consultant to determine the appropriate roles and responsibilities for Kimley»>Horn Page 4 completion of these requirements. Kimley-Horn will also work with the City and the City's environmental consultant to identify the required environmental permits from appropriate State, local, and jurisdictional agencies. We will be responsible for preparing, submitting, and obtaining the environmental permits, as needed. Since the number of permits and additional information needs are undefined at this stage, we have budgeted a total of 160 hours for completion of these tasks. Once the roles and responsibilities are determined, and the environmental documentation and permitting needs are identified, we can more closely define the scope and budget in conjunction with the City. This task only covers environmental permitting work, and we assume this work will be performed as directed by the City. Task 4: Andersen Drive Crossing Design The Kimley-Horn team will prepare design plans and estimate at the 35% phase, and plans, specifications, and estimate (PS&E) at 65%, 95%, and 100% (final) stages. We will also perform a preliminary assessment to analyze the project area for potential critical issues, such as right-of-way constraints, environmental issues, accessibility, and drainage. We have assumed a total of about 40 sheets will be necessary for the Andersen Drive project. This includes sheets for: • Cover • Notes • Typical Sections • Demolition Plans • Plan/Profile • Construction Details • Curb Return Profiles • Utilities/Drainage • Erosion Control/Temporary Water Pollution Control Plans • Stage Construction/Traffic Handling Plans • Traffic Signal Plans • Traffic Signal Details (including Railroad Preemption) • Signal Interconnect Plans • Fiber Routing Plan • Fiber Optic Splicing Details • Signing and Striping Kimley)))Horn Page 5 Technical specifications will be developed using the 2010 Caltrans Standard Specifications as the base, written in the City's style. As part of the design work, our team will determine if right-of-way is necessary. We will focus on developing design alternatives in order to possibly eliminate the need for right-of- way acquisition. After each submittal, we will prepare and submit a comment response matrix to track each of the comments and responses to ensure that all comments are addressed property. The comment matrix will include the original comments, Kimley-Horn's response to each of the comments, and a final resolution to each of the comments. We will design the communications system to interconnect the traffic signals at 5 locations including Andersen Drive/Francisco Boulevard, Andersen Drive/US101 SB ramps (to the extent possible), Andersen Drive/Dubois Street, Andersen Drive/mid-block signal and Andersen Drive/Bellam Boulevard. We will prepare the detailed designs including the conduit routing, pull box and fiber vault placements, fiber cable routings, splice diagrams and all necessary equipment to interconnect the traffic signals and other ITS field devices (e.g., variable message signs and CCTV cameras). We will work with the City to determine the placement of any variable message signs and CCTV cameras at the traffic signals or other locations along the corridor. The designs will include plans and specifications for the installation and integration of these ITS field devices. We will prepare the railroad preemption calculations for the Andersen Drive/Francisco Boulevard crossing once the preferred intersection configuration has been determined. We will coordinate with the City to submit the calculations to SMART for their review. One the calculations have been approved by the City and SMART, we will prepare the GO -88B application and submit to the City for review. We will coordinate with the City on the submittal of the GO -88B application to CPUC. Depending on the CPUC preference, our team will meet with the CPUC in the field before or after the GO -88B package is submitted. Kimley-Horn will prepare the Caltrans Encroachment Permit application and the SMART Right of Entry Permit application. We will work proactively with both to address the comments as we move forward with the design. Kimley-Horn will prepare traffic signal timing sheets for the intersections identified in the City's Scope of Work. We will also coordinate with Caltrans for implementing railroad pre- emption requirements at the Francisco Boulevard West/ US101 SB Ramps intersection. Kimley-Horn will provide support during the bidding phase of the project once it is advertised. This will consist of responding to City questions during bid preparation, and p y�wuav�u�;�w,�iiNftiwPHl�n�wwi�WaldG6�I�,wriofl�%M!: �u���+�tl��u iwwu�Ru�aiyt�armuww�a�w���,�i,�� ql%("� 0O�,C16y�!StreefAas�ice325 u8akla�m�✓fds R9r4 12 1k /r';y 'r`f i KimilepMorn Page 6 answering questions from bidders or the City to clarify plans and/or specifications. It also includes the preparation of bid addendums. We have assumed a total of 80 hours. Deliverables: u Preliminary Assessment (Memo) 35% Plans and Estimate Y 65% PS&E 0 95% PS&E C 100% (final) PS&E Response Matrix after each City review 0 Encroachment Permit Applications (SMART and Caltrans) G Signal Timing Sheets (up to 5 intersections) e Bid Addendums Task 5: Francisco Boulevard West "Flop" Design Kimley-Horn understands that SMART will lead the design of the flop alternative. Our role will be to coordinate with SMART on behalf of the City. We have assumed a total of 120 hours for this coordination. Additional hours beyond this will be considered as additional services. Task 6: Public Outreach and Stakeholder Meetings Kimley-Horn, supported by Subconsultant Apex Strategies, will assist the City with public outreach. We understand the City desires up to four public meetings. Apex Strategies will lead the public outreach process. At the start of the project, our team will work with the City to determine the appropriate meeting formats, and we will prepare the agenda, press releases, and meeting notification postcards. We assume the City will prepare and mail letters for the meeting, including coming up with an appropriate mailing list; the Kimley-Horn team providing the letter content. Our team will also create and edit meeting materials, including PowerPoint presentations. Out team will facilitate the four meetings. This includes attendance by up to two Kimley-Horn team members and one person from Apex Strategies. We assume the City will provide and reserve meeting locations for all meetings. Our team will provide minutes to the City for each meeting. Our scope includes up to 48 hours for Apex Strategies. Additional hours beyond this will be considered as additional services. �S ��ew��0akluaddCWAiu9r�6Hrrr2��r� J r30 9%CIaYtfetF Deliverables: Page 7 Presentation materials (agendas, press releases, meeting notification postcards) PowerPoint presentations Meeting minutes R, a TF 0 Z y g N J 0 Q N N LL,aE2 2 N W OU Z >.N UI Q N LL, Cs W Q M 7 ui J � Q LL 9 Q N W O U • M% O, V S �; II Os O+ lei. / N O' 0V% LLJ O, O Mi ✓ti • ILO M1 fM 7 /00 % NP /Lo;,;/p moi" CF); N • /Ci �//%/ • i Dia /C7 IR / LU Lli CD / • /i// / // • • %/ / i fill 'M mill®® I I PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all professional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department :Date 1 City Attorney Review, revise, and comment on draft agreement. 2 Contracting Department Forward final agreement to contractor for their signature. Obtain at least two signed originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Council approval, if Council approval necessary (as defined by City Attorney/City Ordinance*). 4 City Attorney Review and approve form of agreement; Or bonds, and insurance certificates and �D/$ endorsements. / 5 City Manager / Mayor / or Agreement executed by Council authorized Department Head official. A5 — 6 City Clerk City Clerk attests signatures, retains original agreement and forwards copies to the 1 j7 contracting department. d�'y To be completed by Contracting Department: (61I111/ _116x)' ) ProjectMana Manager: �_.,', �iol�� �w �.i..... Project Name: i'��"t.t3rNw�r..� �a J g _ _.._.__...... ..... =.. J......................................................................................................................................__...............1.._ :a Agendized for City Council Meeting of (if necessary): If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is required if contract is over $20,000 on a cumulative basis.