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PW Project and Construction Management Amendment 2SECOND AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES WITH KITCHELL CEM INC. FOR PROJECT AND CONSTRUCTION MANAGEMENT SERVICES THIS SECOND AMENDMENT to "Agreement for Professional Services for Project and Construction Management Services" is made and entered into this _2_tp_ day of 20 10, and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and KITCHELL CEM INC., a California Corporation, (hereinafter "CONTRACTOR"). WHEREAS, on October 1, 2015, the CITY and CONTRACTOR entered into an "Agreement for Professional Services for Project and Construction Management Services" (the "Agreement") pursuant to which CONTRACTOR would provide specified project and construction management services for the Phase I projects (new Fire Stations 52 and 57 and new Public Safety Center) of the CITY'S Essential Facilities Strategic Plan; and WHEREAS, the CITY'S general contractor, Alten Construction, Inc., ("CITY'S General Contractor") is in the process of constructing the Phase 1 projects; and WHEREAS, on June 29, 2017, the CITY entered into an amendment to the Agreement to include additional services and compensation ("First Amendment"); and WHEREAS, CITY and CONTRACTOR now desire to further amend the Agreement to modify the staffing plan for CONTRACTOR'S remaining services in connection with the Phase I projects; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. Section 2 of the Agreement, entitled "DUTIES OF CONTRACTOR", as amended by the First Amendment, is hereby further amended to modify CONTRACTOR'S services and staffing as described in CONTRACTOR'S letter to CITY dated June 21, 2018, attached as EXHIBIT A to this Second Amendment. 2. Section 4 of the Agreement, entitled "COMPENSATION", remains unchanged by the Amendment. 3. Pursuant to a meeting held on April 17, 2018 between the CITY and CONTRACTOR, notes of which are attached as EXHIBIT B to this Second Amendment, EXHIBIT 1 of the Agreement is hereby amended to eliminate fi•orn the Scope of Services CONTRACTOR'S reconciliation of Phase 1 project costs with the CITY "General Ledger" (hereinafter "GL"); and to provide that CONTRACTOR shall maintain an invoice log of all invoices sent to CONTRACTOR for the use of the CITY in reconciling GL with Phase I project expenses, and CONTRACTOR shall be permitted to rely on Cost Reports produced by the CITY for the purposes of updating the Phase 1 project budgets. 4. "Perform Quality Control of Contractor Work" from Section 2 of EXHIBIT 1 of the Agreement ("Construction Administration for Phase 1 Projects") is hereby amended to define Quality Control as administration of the Construction Contract for Phase 1 work specific to ensuring pre- installation conferences are held; and to provide that CONTRACTOR shall perform periodic site observations for general conformance with the Construction Documents and shall be permitted to rely on third party Inspector of Record reports and Special Inspections for more detailed quality reports. The Parties agree that CITY'S General Contractor remains in the best position to perform Quality Control 6Ra�li�AL of their work, and the work of their subcontractors. 5. "Schedule City and special inspections" from Section 2 of EXHIBIT 1 of the Agreement is hereby amended to read "Schedule special inspections upon receipt of inspection request from CITY'S General Contractor. CITY'S General Contractor, as required by the terms of the Construction Permit, is required to schedule inspections with the City Inspector via the automated inspection request line. CONTRACTOR agrees to endeavor to ensure that CITY'S General Contractor schedules the inspections as required. In the event of non -conforming work or a missed inspection, CONTRACTOR agrees to coordinate the work of CITY'S General Contractor with the CITY'S Inspectors as appropriate. 6. Except as specifically amended herein, all of the other provisions, terms and obligations of the Agreement between the parties, as amended by the First Amendment, shall remain valid and shall be in force after this Second Amendment. IN WITNESS WHEREOF, the parties have executed this Second Amendment to Professional Services Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL By: JI SCHUTZ, Ci Manager ATTEST: LINDSAY LARA, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, ity Atto •ney KITCHELL CEM, Inc. By. DAVID GLAVMLLI, Sr. 'ce President C XITCHELL June 21, 2018 Jim Schutz City Manager, City of San Rafael 1400 Fifth Avenue, Room 203 San Rafael, California 94915-1560 Re: Revised Staffing Plan for the Phase 1 Projects - Public Safety Center, Fire Station 52 and the Fire Station 57 Dear Mr. Shutz, This letter is a follow-up to our letter written February 20th, 2018 and our discussion with Cristine Allilovich and Bill Guerin on June 5th. Despite our recommendation against reducing Kitchell's originally contracted staffing hours, per your request, we have completed an evaluation of the staffing levels required to stay in line with the current contract values without added cost while still maintaining coverage throughout the duration of the projects. Below is a revised staffing plan for Fire Stations 52/57 and the Public Safety Center project to achieve the request of completing the current projects within the current contract values, accompanied by our recommendation to authorize the amendment. 1. Revised Staffing Plan - Summary by Total Hours: Projected hours for project staff are revised below. These are the hours necessary to stay within the bounds of the original fee proposal if the add service is rejected as a whole. Please reference the project coverage section below for a description of how these hours impact site coverage. The overall program staffing is reduced in order to meet the current contract values. Program Director time is reduced to 40 hours a month until January 2020. Similarly, Executive time will be limited to approx. 8 hours per month in 2018 and then to 4 hours per month in until completion. Project Scheduler time will continue. Jamie Milliner's hours from 6/18 through 8/18 have been relocated to Hank Dagenais and the reimbursable budget of $79,497 is used for Hank from December 2018 through February 2019. 2. Revised Staffing Plan - Presented by Project Coverage: Fire Station 52 and 57: Reduced to a single Project Manager. These projects have both proceeded far enough along in construction that there is less risk of unforeseen conditions. Therefore, while not ideal, reduced management of these projects is possible with a single PM at no additional cost. This assumes no additional delays beyond the Kitchell's control. Fire Station Role May 38 Jun 38 Jul 18 Aug 18 Sep 18 Oct 18 Nov 18 Dec 18 2018 Total 2019 Total 2020 Total DAGENAIS JR, HENRY G PM 160 160 200 160 160 200 160 160 1848 320 0 MEZA, JORGE PM 160 160 200 160 160 200 160 160 2008 2040 320 MILLINER,JAMESC PM 160 0 0 0 0 0 0 0 768 0 0 TOYAMA, AUSTIN PE 160 160 200 160 160 200 160 160 1816 1800 0 JOHAL, BILLS Exec. 16 1 8 1 8 8 8 8 8 1 8 172 48 8 JOHN WATICINS I PD 52 40 1 40 1 40 40 1 40 40 40 589 480 39 SCHEDULING I op. 8 8 1 8 1 8 8 1 8 J 8 1 8 90 96 32 The overall program staffing is reduced in order to meet the current contract values. Program Director time is reduced to 40 hours a month until January 2020. Similarly, Executive time will be limited to approx. 8 hours per month in 2018 and then to 4 hours per month in until completion. Project Scheduler time will continue. Jamie Milliner's hours from 6/18 through 8/18 have been relocated to Hank Dagenais and the reimbursable budget of $79,497 is used for Hank from December 2018 through February 2019. 2. Revised Staffing Plan - Presented by Project Coverage: Fire Station 52 and 57: Reduced to a single Project Manager. These projects have both proceeded far enough along in construction that there is less risk of unforeseen conditions. Therefore, while not ideal, reduced management of these projects is possible with a single PM at no additional cost. This assumes no additional delays beyond the Kitchell's control. Fire Station Jun 16 Jul 18 Aug 18 Sep 18 Oct 18 Nov 18 Dec 18 Jan 19 Feb 19 52 & 57 Hank/Intern Hank/Intern Hank/Intern Hank Hank Hank Hank Hank Final Kitchell CEM 2450 Venture Oaks Way I Suite 500 1 Sacramento, CA 95833 1 Phone 916.648.9700 1 Fax 916.648.6534 1 www.kitchell.com C KITCHELL In order to mitigate some of the risk to the FS 52 & 57 project, Kitchell has proposed staffing a Project Engineer Intern full time from June 2018 through August 2018. This will help ensure that the full time PM on FS 52 & 57 is able to focus their full attention on management activities while the Project Engineer Intern manages administrative items. The Project Engineer Intern is very familiar with the San Rafael projects as she provided similar project assistance on FS 52 and 57 last summer. Without this individual, the onsite Project Manager and Program Director will be spending their time on administrative tasks at much higher bill rates while deprioritizing management tasks. We highly recommend that the City allow this additional staff member to help during this transitional period. Public Safety Center and Fire Station 51 have been revised, see the below table. Jorge Meza will oversee construction through completion of the project. The project engineer will leave the site in mid-November 2019. Onsite staffing during interior finishes and closeout are reduced to a single full time PM. PSC/FS 5! 3. Conclusion As you can see from the analysis above, we have satisfied your request to reallocate the staffing for the Phase 1 projects to stay in line with the current contract values. However, the levels of project support for the remaining duration of the Phase 1 projects have been significantly reduced. Equally significant is the reduction of program and senior level oversight along with project controls. Finally, effective November 2019, we will be down to a single PM on the $35M PSC project for the final five months of the project. With this level of staff reduction, our team will not be able to provide the same level of services that were agreed to at the onset of this project. Therefore, this revised staffing plan will require the City's Project Manager to take a more active role in the completion of the construction phase at Fire Station 57 along with an increased role in the Closeout activities for Fire Stations 52, 57, and the PSC project. The following items will not be covered by the Kitchell team and will need to be handled by the City's Project Manager, 1. Invoicing/Cost Control of City's Accounting, GL maintenance 2. Full Coordination of Offsite Contractors/Vendors 3. Owner Requested Changes at FS 52/57, e.g. fueling station, roofing revisions at tower, etc... 4. Utility Coordination offsite, i.e. PG&E for offsite utility installation, Comcast, etc... In addition, we will require the City's Project Manager to take a major active role in the Closeout process for FS 52/57 and PSC. The items will include, 1. Assisting with Punch list scope in coordination with Kitchell 2. Receipt and management of the project closeout documentation, including 0&M's and Warranties 3. Certificate of Occupancy Coordination with Public Entities 4. NOC filing with the County 5. Move -in Coordination Kitchell CEM 2450 Venture Oaks Way I Suite 500 1 Sacramento, CA 95833 1 Phone 916.648.9700 1 Fax 916.648.6534 1 www.kitchell.com Jan 18 Jorge Feb 18 Jorge Mar 18 Jorge Apr 18 Jorge May 18 Jorge Jun 18 Jorge Jul 18 Jorge Aug 18 Jorge Sep 18 Jorge Oct 18 Jorge Nav 18 Jorge Dec 18 Jorge Austin Austin Austin Austin Austin Austin Austin Austin Austin Austin Austin Austin Jan 19 Feb 19 Mar 19 Apr 19 May 19 Jun 19 Jul 19 Aug 19 Sep 19 Oct 19 Nov 19 Dec 19 it Jorge Jorge Jorge Jorge Jorge Jorge Jorge Jorge Jorge Jorge Jorge Jorge Austin Austin Austin Austin Austin Austin Austin Austin Austin Austin Jan 20 Feb 20 Mar 20 Apr 20 May 20 Jun 20 Jul 20 Aug 20 Sep 20 1 Oct 20 Nov 20 Dec 20 Jorge Final 3. Conclusion As you can see from the analysis above, we have satisfied your request to reallocate the staffing for the Phase 1 projects to stay in line with the current contract values. However, the levels of project support for the remaining duration of the Phase 1 projects have been significantly reduced. Equally significant is the reduction of program and senior level oversight along with project controls. Finally, effective November 2019, we will be down to a single PM on the $35M PSC project for the final five months of the project. With this level of staff reduction, our team will not be able to provide the same level of services that were agreed to at the onset of this project. Therefore, this revised staffing plan will require the City's Project Manager to take a more active role in the completion of the construction phase at Fire Station 57 along with an increased role in the Closeout activities for Fire Stations 52, 57, and the PSC project. The following items will not be covered by the Kitchell team and will need to be handled by the City's Project Manager, 1. Invoicing/Cost Control of City's Accounting, GL maintenance 2. Full Coordination of Offsite Contractors/Vendors 3. Owner Requested Changes at FS 52/57, e.g. fueling station, roofing revisions at tower, etc... 4. Utility Coordination offsite, i.e. PG&E for offsite utility installation, Comcast, etc... In addition, we will require the City's Project Manager to take a major active role in the Closeout process for FS 52/57 and PSC. The items will include, 1. Assisting with Punch list scope in coordination with Kitchell 2. Receipt and management of the project closeout documentation, including 0&M's and Warranties 3. Certificate of Occupancy Coordination with Public Entities 4. NOC filing with the County 5. Move -in Coordination Kitchell CEM 2450 Venture Oaks Way I Suite 500 1 Sacramento, CA 95833 1 Phone 916.648.9700 1 Fax 916.648.6534 1 www.kitchell.com C KITC H E LL' At these revised staffing levels there is no capacity to take on any non -contract scope, including off-site utilities, management of Owner procurements beyond coordination with City staff, coordination of MERA and dispatch functions, and invoice/budget management. City staff should assume management of these activities. Per the City's request, if there is a desire to reduce costs by an additional $100K in order to have an allowance should the PSC extend past the current February 2020 completion date, then one option to achieve this would be to reduce PE staffing on the PSC by an additional five months in 2019. We suggest monitoring construction progress in 2018 and early 2019 to determine if this is necessary, however, we would recommend against this action as the reduction on Kitchell staff would add additional workload for the City's PM. Thank you for the opportunity to provide these services. If this revised staffing plan is acceptable to the City, I would request a No Cost contract amendment to document changes to staffing levels and scope within our current contract with the City of San Rafael. If you have any questions, please do not hesitate to contact me at this office. Sincerely, Bill Johal Executive Director Kitchell CEM 2450 Venture Oaks Way I Suite 500 1 Sacramento, CA 95833 1 Phone 916.648.9700 1 Fax 916.648.6534 1 www.kitchell.com EXHIBIT B John Watkins From: John Watkins Sent: Tuesday, April 17, 2018 8:42 PM To: Bill Guerin; Van Bach; Christine Foster, Fabiola Guillen-Urfer Cc: 'Bill Johal (bjohal@kitchell.com); Jamie Milliner amilliner@kitchell.com) Subject: Reconciliation Meeting Summary Bill/Van/Christine/Faby, Thank you for a productive meeting today, and thank you to Bill/Van for recognizing the need to meet. After discussions, as a team we were able to recognize where each other's difficulties were and come away with a modified process that suits everyone's needs. I'm sure we'll need to tweak it along the way, but the following is what I came away with: 1. GL is aligning with Budget Report currently — there are no reconciliation issues. 2. San Rafael PW will enter Kitchell Coding into Vendor Description. This will help us isolate the vendor in reports that are provided by the City. To start this will be on a "Go Forward", all agreed there was no benefit to retroactive entry at this time. 3. Kitchell to provide a "Google Doc" Invoice Log that can be edited in real time by San Rafael PW. When check runs are complete, San Rafael PW will add the check run number in its own column next to the invoices paid in that check run. If there are any discrepancies in the future this will aid Kitchell in understanding what is paid, and ultimately the City has a reference as to what else is coming. 4. San Rafael Finance manages assets in securities, meaning draws must be planned in advance. Now that bonds are sold, the current cashflow will become a static "snap shot". We suggested an approach of keeping sufficient cash on hand to cover a 2 month "rolling average" of the largest months in order to cover cash needs. a. Kitchell to provide copies of our monthly schedule reviews that contain a ROM cash flow for Alten's billings only. As Alten is the largest cash draw each month, this will help ensure that any impacts to cash flow due to delays are understood by San Rafael Finance. b. Other potential impacts to be discussed in advance. 5. Reconciliation should be relatively straight forward, unless there are issues moving forward. a. With the revised process, more directed questions should be able to be asked in the event of a discrepancy. Apologies if I missed anyone on this email, please forward to any other attendees for comment. RAP ►1 2 �o r�TyH'H Pd``' IT 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: DPW Project Manager: Faby Guillen Extension: 3_435 Project Name: FS 52, 57 and PSC Contractor's Contact: Kitchell CEM Contact's Email: fabiolag@cityofsanrafael.org T RESPONSIBLE Step I DEPARTMENT DESCRIPTION COMPLETED DATE I REVIEWER (initials) 1 2 3 4 5 6 7 8 9 10 11 a. Email PINS Introductory Notice to Contractor NA b. Email Contract (in Word) & attachments to City Attorney co Project Manager Laraine.Gittens a cityofsanrafael.org 10/26/2018 FG a. Review, revise and comment on draft agreement and return to Project Manager 10/30/2018 b. Confirm insurance requirements, create Job on PINS, send PINS City Attorney insurance notice to contractor. A Department Approval of final agreement form to send to contractor. (Provide Dept. Director Director Financial Summary wl Agreement) ' I Forward three (3) originals of final agreement to contractor for their Project Manager signature. 12/20/2018 FG When necessary, contractor -signed agreement agendized for Council approval 01-qu i Council approval requiredfor Professional Senuces Agreements and purchases of goods and services that erceecl S75, 000 aid for Phhhlic IParks Project Manager Contracts that exceed 5175,000 (Enter date of Council Afeeting) NA PRINT CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreement to City Attorney with printed copy of Project Manager this routing form FG 1i12/20/2018 City Attorney Review and approve hard copy of signed agreement City Attorney Review and approve insurance in PINS, and bonds (for public worksk contracts) / b %/ City `� Manager/Mayor Agreement executed by Council authorized official 1 Attest signatures, retains original agreement and forwards copies to project City Clerk manager 1 12A I I a Project Manager Forward Final Copy to Contractor