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PW Grand Avenue Pathway Connector Project; Amendment 3 THIRD AMENDMENT AND RESTATEMENT OF PROFESSIONAL SERVICES AGREEMENT WITH SIEGFRIED ENGINEERING, INC., FOR THE GRAND AVENUE PATHWAY CONNECTOR PROJECT IN A TOTAL NOT-TO-EXCEED AMOUNT OF $308,737 THIS THIRD AMENDMENT AND RESTATEMENT OF PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into on the Z2rw1 day of January, 2016, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and SIEGFRIED ENGINEERING, INC., a corporation (hereinafter"CONSULTANT"), RECITALS WHEREAS, pursuant to City Council Resolution No. 13198, the CITY and CONSULTANT entered into a Professional Services Agreement dated July 18, 2011, for design services of the Grand Avenue Pathway Connector Project (the "Project") in an amount not to exceed $158,984; and WHEREAS, pursuant to City Council Resolution No. 13391, on August 6, 2012 the CITY and CONSULTANT entered into an Amendment to the Professional Services Agreement for design services for the Project, expanding the scope of work and increasing the not-to-exceed amount by $21,700 for a total not-to-exceed amount of$180,684; and WHEREAS, pursuant to City Council Resolution No. 13837, on November 3, 2014 the CITY and CONSULTANT entered into a Second Amendment and Restatement of the Professional Services Agreement for design services for the Project, expanding the scope of work and increasing the not-to-exceed amount by $59,528 for a total not-to-exceed amount of $240,212; and WHEREAS, CITY now desires CONSULTANT to provide additional civil and environmental consultation for the Grand Avenue bridge; and AMENDMENT AND RESTATEMENT OF AGREEMENT NOW, THEREFORE, the parties hereby Amend and Restate the Professional Services Agreement for the Grand Avenue Pathway Connector Project between them as follows: 1. PROJECT COORDINATION A. CITY. The Public Works Director shall be the representative of the CITY for all purposes under this Agreement. The Public Works Director is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONSULTANT. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT, Paul J. Schneider is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or ORIGINAL conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 2. TERM OF AGREEMENT. The term of this Agreement shall be from the date of execution until the Project is complete. 3. DUTIES OF CONSULTANT. CONSULTANT has completed the services described in the July 19, 2011 Professional Services Agreement, as amended on August 6, 2012 and October 3, 2014. The amended scope of work for purposes of this Third Amendment and Restatement is described in the proposal from CONSULTANT dated November 5, 2015, marked Exhibit "A" attached hereto and incorporated herein by this reference. CONSULTANT agrees to perform the services outlined in Exhibit "A". 4. DUTIES OF THE CITY. CITY shall perform the duties as described in Exhibit "A" attached hereto and incorporated herein. 5. COMPENSATION; ALLOWABLE COSTS AND PAYMENTS. A. For the full performance of the services described in Exhibit "A" by CONSULTANT, CITY shall pay CONSULTANT on a time and materials basis for services rendered, in accordance with the rates shown on the Work Breakdown Chart for Grand Avenue Pathway Connector Project, attached hereto as Exhibit "B" and incorporated herein, with a not-to- exceed amount of $68,525. With the addition of this amount, the total not- to-exceed amount approved for the Project under the July 19, 2011 Professional Services Agreement, as amended on August 6, 2012, October 3, 2014 and by this Agreement, is increased to $308,737. B. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. 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. C. The CONSULTANT will not be reimbursed for actual costs (direct or overhead costs) that exceed the approved Agreement value as provided in Subsection A above, unless additional reimbursement is provided for by Agreement amendment. In the event that the CITY determines that a change to the work from that specified in this Agreement is required, the Agreement time and/or actual costs reimbursable by the CITY shall be adjusted by Agreement amendment to accommodate the changed work. D. 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 CITY. If CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Exhibit "A", the CITY shall have the right to delay payment and/or terminate this Agreement in accordance with the provisions of Section 19 Termination. 2 E. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this contract. F. The CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit upon receipt by the CITY's PROJECT MANAGER of an itemized invoice. Invoices and progress reports shall be submitted no later than 45- calendar days after the performance of work for which the CONSULTANT is billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall reference this Agreement number and project title. Final invoice must contain the final cost and all credits due the CITY including any equipment purchased under the provisions of Section 10 Equipment Purchase. The final invoice should be submitted within 60-calendar days after completion of the CONSULTANT's work. Invoices shall be mailed to the CITY's PROJECT MANAGER at the following address: City of San Rafael Attention: Dean Allison 111 Morphew Street San Rafael, CA 94901 G. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. H. All subcontracts in excess of$25,000 shall contain the provisions of this Section. 6. FUNDING REQUIREMENTS. A. It is mutually understood between the parties that this Agreement may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the Agreement were executed after that determination was made. B. This Agreement is valid and enforceable only if sufficient funds are made available to the CITY for the purpose of this Agreement. In addition, this Agreement is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or CITY 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 Agreement may be amended to reflect any reduction in funds. D. The CITY has the option to void this Agreement, or by mutual agreement to amend this Agreement to reflect any reduction of funds. 3 7. CONSULTANT'S REPORTS AND/OR MEETINGS. A. The CONSULTANT shall submit progress reports with the progress invoice. The report should be sufficiently detailed for the PROJECT MANAGER to determine, if the CONSULTANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed. B. The CONSULTANT's PROJECT DIRECTOR shall meet with the CITY's PROJECT MANAGER, as needed, to discuss progress on the contract. 8. DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION. A. The CITY has established a DBE goal for this Agreement of 12.0%. B. DBEs and other small businesses are strongly encouraged to participate in the performance of agreements financed in whole or in part with federal funds (See 49 CFR 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs"). The CONSULTANT should ensure that DBEs and other small businesses have the opportunity to participate in the performance of the work that is the subject of this solicitation and should take all necessary and reasonable steps for this assurance. The CONSULTANT shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. C. CONSULTANTS are encouraged to use services offered by financial institutions owned and controlled by DBEs. D. It is the CONSULTANT's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the Department of Transportation's DBE program developed pursuant to the regulations. Particular attention is directed to the following: 1. A DBE must be a small business firm defined pursuant to 13 CFR 121 and be certified through the California Unified Certification Program (CUCP). 2. A certified DBE may participate as a prime contractor, subcontractor, joint venture partner, as a vendor of material or supplies, or as a trucking company. 3. A DBE proposer not proposing as a joint venture with a non-DBE, will be required to document one or a combination of the following: a. The proposer is a DBE and will meet the goal by performing work with its own forces. b. The proposer will meet the goal through work performed by DBE subcontractors, suppliers or trucking companies. 4 c. The proposer, prior to proposing, made adequate good faith efforts to meet the goal. 4. A DBE joint venture partner must be responsible for specific contract items of work or clearly defined portions thereof. Responsibility means actually performing, managing, and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint venture commensurate with its ownership interest. 5. A DBE must perform a commercially useful function pursuant to 49 CFR 26.55, that is, a DBE firm must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work. 6. The proposer shall list only one subcontractor for each portion of work as defined in their proposal and all DBE subcontractors should be listed in the bid/cost proposal list of subcontractors. 7. A prime contractor who is a certified DBE is eligible to claim all of the work in the Agreement toward the DBE participation except that portion of the work to be performed by non-DBE subcontractors. E. CONSULTANT shall adhere to the following regarding subcontracts: 1. Nothing contained in this Agreement or otherwise, shall create any contractual relation between the CITY and any subcontractor, and no subcontract shall relieve the CONSULTANT of his/her responsibilities and obligations hereunder. The CONSULTANT agrees to be as fully responsible to the CITY for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the CONSULTANT. The CONSULTANT's obligation to pay its subcontractors is an independent obligation from the CITY's obligation to make payments to the CONSULTANT. 2. Any subcontract in excess of $25,000, entered into as a result of this Agreement, shall contain all the provisions stipulated in this Agreement to be applicable to subcontractors. 3. CONSULTANT shall pay its subcontractors within ten (10) calendar days from receipt of each payment made to the CONSULTANT by the CITY. 5 4. Any substitution of subcontractors must be approved in writing by the CITY's PROJECT MANAGER in advance of assigning work to a substitute subconsultant. F. The following shall pertain to the performance of DBE consultants and other DBE Subcontractors/Suppliers: 1. A DBE performs a commercially useful function when it is responsible for execution of the work of the Agreement and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a commercially useful function, the DBE must also be responsible with respect to materials and supplies used on the Agreement, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a commercially useful function, evaluate the amount of work subcontracted, industry practices; whether the amount the firm is to be paid under the Agreement is commensurate with the work it is actually performing; and other relevant factors. 2. A DBE does not perform a commercially useful function if its role is limited to that of an extra participant in a transaction, Agreement, or project through which funds are passed in order to obtain the appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate. 3. If a DBE does not perform or exercise responsibility for at least 30 percent of the total cost of its Agreement with its own work force, or the DBE subcontracts a greater portion of the work of the Agreement than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a commercially useful function. G. The following shall pertain to Prompt Payment of Funds Withheld to Subcontractors: 1. No retainage will be held by the CITY from progress payments due the prime contractor. Any retainage held by the prime contractor or subcontractors from progress payments due subcontractors shall be promptly paid in full to subcontractors within 30 days after the subconsultant's work is satisfactorily completed. Federal law (49 CFR26.29) requires that any delay or postponement of payment over the 30 days may take place only for good cause and with the CITY's prior written approval. Any violation of this provision shall subject the violating prime contractor 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, 6 otherwise available to the prime contractor or subconsultant in the event of a dispute involving late payment or nonpayment by the prime contractor, deficient subconsultant performance, or noncompliance by a subconsultant. This provision applies to both DBE and non-DBE prime contractor and subcontractors. 2. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this section. H. The following shall pertain to DBE Records: 1. The CONSULTANT shall maintain records of materials purchased and/or supplied from all subcontracts entered into with certified DBEs. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms. DBE prime consultants shall also show the date of work performed by their own forces along with the corresponding dollar value of the work. 2. Upon completion of the Agreement, a summary of these records shall be prepared and submitted on the form entitled, "Final Report-Utilization of Disadvantaged Business Enterprise (DBE), First-Tier Subcontractors," CEM-2402F (Exhibit 17-F, Chapter 17, of the LAPM), certified correct by the CONSULTANT or the CONSULTANT's authorized representative and shall be furnished to the PROJECT MANAGER with the final invoice. Failure to provide the summary of DBE payments with the final invoice will result in 25% of the dollar value of the invoice being withheld from payment until the form is submitted. The amount will be returned to the CONSULTANT when a satisfactory "Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors" is submitted to the PROJECT MANAGER. I. The following shall pertain to DBE Certification and Decertification Status: 1. If a DBE subconsultant is decertified during the life of the Agreement, the decertified subconsultant shall notify the CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the Agreement, the subconsultant shall notify the CONSULTANT in writing with the date of certification. Any changes should be reported to the CITY's PROJECT MANAGER within 30 days 9. COST PRINCIPLES. A. The CONSULTANT agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the allowability of cost individual items. 7 B. The CONSULTANT also agrees to comply with federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. C. Any costs for which payment has been made to CONSULTANT that are determined by subsequent audit to be unallowable under 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., are subject to repayment by CONSULTANT to the CITY. 10. EQUIPMENT PURCHASE. A. Prior authorization in writing, by the CITY's PROJECT MANAGER shall be required before the CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or CONSULTANT services. The CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs. B. For purchase of any item, service or consulting work not covered in the CONSULTANT's Cost Proposal and exceeding $5,000 prior authorization by the CITY's PROJECT MANAGER; three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified. C. Any equipment purchased as a result of this contract is subject to the following: "The CONSULTANT shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, the CITY shall receive a proper refund or credit at the conclusion of the contract, or if the contract is terminated, the CONSULTANT may either keep the equipment and credit the CITY 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 CITY procedures; and credit the CITY in an amount equal to the sales price. If the CONSULTANT elects to keep the equipment, fair market value shall be determined at the CONSULTANT's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by the CITY and the CONSULTANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by the CITY." 49 CFR, Part 18 requires a credit to Federal funds when participating equipment with a fair market value greater than $5000.00 is credited to the project. D. All subcontracts in excess $25,000 shall contain the provisions in this Section. 11. SAFETY. A. The CONSULTANT shall comply with OSHA regulations applicable to CONSULTANT regarding necessary safety equipment or procedures. The CONSULTANT shall comply with safety instructions issued by the CITY 8 Safety Officer and other CITY representatives. CONSULTANT personnel shall wear hard hats and safety vests at all times while working on the construction project site. B. Pursuant to the authority contained in Section 591 of the Vehicle Code, the CITY has determined that such areas are within the limits of the project and are open to public traffic. The CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code. The CONSULTANT shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Section. 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. 12. INSPECTION OF WORK. The CONSULTANT and any subcontractor shall permit the CITY, the state, and the FHWA if federal participating funds are used in this Agreement; to review and inspect the project activities and files at all reasonable times during the performance period of this Agreement including review and inspection on a daily basis. 13. OWNERSHIP OF DATA. A. Upon completion of all work under this Agreement, ownership and title to all reports, documents, plans, specifications, and estimates produce as part of this Agreement will automatically be vested in the CITY; and no further agreement will be necessary to transfer ownership to the CITY. The CONSULTANT shall furnish the CITY all necessary copies of data needed to complete the review and approval process. B. It is understood and agreed that all calculations, drawings and specifications, whether in hard copy or machine-readable form, are intended for one-time use in the construction of the project for which this Agreement has been entered into. C. The CONSULTANT is not liable for claims, liabilities, or losses arising out of, or connected with the modification, or misuse by the CITY of the machine-readable information and data provided by the CONSULTANT under this Agreement; further, the CONSULTANT is not liable for claims, liabilities, or losses arising out of, or connected with any use by the CITY of the project documentation on other projects for additions to this project, or for the completion of this project by others, except only such use as many be authorized in writing by the CONSULTANT. D. Applicable patent rights provisions described in 41 CFR 1-91, regarding rights to inventions shall be included in the Agreements as appropriate. 9 E. The CITY 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. F. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all of the provisions of this Section. 14. RETENTION OF RECORDS/AUDIT. For the purpose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of this Agreement pursuant to Government Code section 8546.7; the CONSULTANT, subcontractors, and the CITY shall maintain 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 for inspection 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, the State Auditor, CITY, FHWA, or any duly authorized representative of the federal government shall have access to any books, records, and documents of the CONSULTANT that are pertinent to the contract for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if requested. Subcontracts in excess of$25,000 shall contain the provisions of this Section. 15. 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 CITY'S Finance Director. B. Not later than 30 days after issuance of the final audit report, the CONSULTANT may request a review by the CITY'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 CITY will excuse the CONSULTANT from full and timely performance, in accordance with the terms of this Agreement. 16. INSURANCE. A. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate for death, bodily injury, personal injury, or property damage. 10 2. An automobile liability insurance policy, for owned, non-owned, and hired vehicles, in the minimum amount of one million dollars ($1,000,000) 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 CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY 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 CITY 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 CITY. B. The insurance coverage required of the CONSULTANT in Subsection A above, shall also meet the following requirements: 1. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under CONSULTANT'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self- insurance coverage for any contribution. The "primary and noncontributory" coverage in CONSULTANT'S policies shall be at least as broad as ISO form CG20 01 04 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the CITY's PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 11 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self- insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. 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 CITY's PROJECT MANAGER and CITY'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 CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or 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 CITY in the same manner and to the same extent as CONSULTANT is bound to CITY 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 CITY. E. Proof of Insurance. CONSULTANT shall provide to the CITY's PROJECT MANAGER or CITY's City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right 12 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 CITY Contract Manager and the CITY's City Attorney. 17. INDEMNIFICATION. A. Except as otherwise provided in Subparagraph B below, CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "CITY Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of 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 CITY Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the CITY Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the CITY lndemnitees' 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 CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the CITY 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 CITY Indemnitees or at CITY'S option reimburse the CITY Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONSULTANT under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, that arises out of, pertains to, or relates to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of its duties and obligations under this Agreement. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 13 18. 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 CITY's PROJECT MANAGER and other CITY representatives, who may consider written or verbal information submitted by the CONSULTANT. B. Not later than 30 days after completion of all deliverables necessary to complete the plans, specifications and estimate, the CONSULTANT may request review by the CITY COUNCIL of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. C. Neither the pendency of a dispute, nor its consideration by the committee will excuse the CONSULTANT from full and timely performance in accordance with the terms of this Agreement. 19. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon ten (10) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination notice, to the reasonable satisfaction of the party giving such notice, within thirty (30) days of the receipt of said notice. The CITY 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 CITY may proceed with the work in any manner deemed proper by the CITY. If the CITY terminates this Agreement with the CONSULTANT, CITY shall pay CONSULTANT the sum due the CONSULTANT under this Agreement prior to termination, unless the cost of completion to the CITY 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. C. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 20. CLAIMS FILED BY CITY'S CONSTRUCTION CONTRACTOR. A. If claims are filed by the CITY's construction contractor relating to work performed by CONSULTANT's personnel, and additional information or assistance from the CONSULTANT's personnel is required in order to 14 evaluate or defend against such claims; CONSULTANT agrees to make its personnel available for consultation with the CITY'S construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. B. CONSULTANT's personnel that the CITY considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from the CITY. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for the CONSULTANT's personnel services under this Agreement. C. Services of the CONSULTANT's personnel in connection with the CITY's construction contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this Agreement in order to resolve the construction claims. D. Any subcontract in excess of $25,000 entered into as a result of this Agreement, shall contain all of the provisions of this Section. 21. CONFIDENTIALITY OF DATA. A. All financial, statistical, personal, technical, or other data and information relative to the CITY's operations, which are designated confidential by the CITY and made available to the CONSULTANT in order to carry out this Agreement, shall be protected by the CONSULTANT from unauthorized use and disclosure. B. Permission to disclose information on one occasion, or public hearing held by the CITY relating to this Agreement, shall not authorize the CONSULTANT to further disclose such information, or disseminate the same on any other occasion. C. The CONSULTANT shall not comment publicly to the press or any other media regarding this Agreement or the CITY's actions on the same, except to the CITY's staff, CONSULTANT's own personnel involved in the performance of this Agreement, at public hearings or in response to questions from a Legislative committee. D. The CONSULTANT shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this Agreement without prior review of the contents thereof by the CITY, and receipt of the CITY'S written permission. E. Any subcontract entered into as a result of this Agreement shall contain all of the provisions of this Section. F. All information related to the construction estimate is confidential, and shall not be disclosed by the CONSULTANT to any entity other than the CITY. 22. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, 15 without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 23. CONTINGENT FEE. The CONSULTANT warrants, by execution of this Agreement that no person or selling agency has been employed, or retained, to solicit or secure this Agreement upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by the CONSULTANT for the purpose of securing business. For breach or violation of this warranty, the CITY has the right to annul this Agreement without liability; pay only for the value of the work actually performed, or in its discretion to deduct from the Agreement price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee. 24. NATIONAL LABOR RELATIONS BOARD CERTIFICATION. In accordance with Public Contract Code Section 10296, the CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against the CONSULTANT within the immediately preceding two-year period, because of the CONSULTANT's failure to comply with an order of a federal court that orders the CONSULTANT to comply with an order of the National Labor Relations Board. 25. EVALUATION OF CONSULTANT. The CONSULTANT's performance will be evaluated by the CITY. A copy of the evaluation will be sent to the CONSULTANT for comments. The evaluation together with the comments shall be retained as part of the Agreement record. 26. STATEMENT OF COMPLIANCE. The CONSULTANT's signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that the CONSULTANT has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. 27. DEBARMENT AND SUSPENSION CERTIFICATION. A. The CONSULTANT's signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that the CONSULTANT has complied with Title 49, Code of Federal Regulations, Part 29, Debarment and Suspension Certificate, which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. Any exceptions to this certification must be disclosed to the CITY. B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining CONSULTANT responsibility. 16 Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. 28. STATE PREVAILING WAGE RATES. A. The CONSULTANT shall comply with the State of California's General Prevailing Wage Rate requirements in accordance with California Labor Code, Section 1771, and all federal, state, and local laws and ordinances applicable to the work. B. Any subcontract entered into as a result of this Agreement, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition, repair, or maintenance of public works, shall contain all of the provisions of this Section. 29. CONFLICT OF INTEREST. A. The CONSULTANT shall disclose any financial, business, or other relationship with CITY that may have an impact upon the outcome of this Agreement, or any ensuing CITY construction project. The CONSULTANT shall also list current clients who may have a financial interest in the outcome of this Agreement, or any ensuing CITY construction project, which will follow. B. The CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with the performance of services under this Agreement. C. The CONSULTANT hereby certifies that neither CONSULTANT, nor any firm affiliated with the CONSULTANT will bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this Agreement. An affiliated firm is one, which is subject to the control of the same persons through joint-ownership, or otherwise. D. Except for subcontractors whose services are limited to providing surveying or materials testing information, no subcontractor who has provided design services in connection with this Agreement shall be eligible to bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this Agreement. E. Any subcontract in excess of $25,000 entered into as a result of this Agreement, shall contain all of the provisions of this Section. 17 30. REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION. The CONSULTANT warrants that this Agreement was not obtained or secured through rebates, kickbacks or other unlawful consideration, either promised or paid to any CITY employee. For breach or violation of this warranty, CITY shall have the right in its discretion; to terminate this Agreement without liability; to pay only for the value of the work actually performed; or to deduct from the Agreement price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 31. NON-DISCRIMINATION CLAUSE. During the performance of this Agreement, CONSULTANT and its subcontractors 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 subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. CONSULTANT and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated thereunder(California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. CONSULTANT and subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement. 32. NO THIRD PARTY BENEFICIARIES. CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 33. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Dean Allison, (Project Manager) City of San Rafael 111 Morphew Street P.O. Box 151560 San Rafael, CA 94915-1560 TO CONSULTANT: Paul Schneider (Project Director) 111 N. Market Street Suite 300 San Jose, CA 95113 18 34. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 35. CHANGE IN TERMS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. F. There shall be no change in the CONSULTANT's PROJECT DIRECTOR or members of the project team, as listed in the approved Scope of Work, which is a part of this Agreement without prior written approval by the CITY's PROJECT MANAGER. G. The CONSULTANT shall only commence work covered by an amendment after the amendment is executed and notification to proceed has been provided by the CITY's PROJECT MANAGER. 36. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 37. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to I9 be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 38. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 39. CITY BUSINESS LICENSE/OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY 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. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 40. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL SIEGFRIED ENGINEERING, INC. / L 1 1:WA By: IM HUTZ Y MANAGER Title: V• P. ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, City Attorney File No.: 18.06.59 20 EXHIBIT A 16111 MI SIEGFRIED November 5, 2015 Jeff Stutsman, P.E. City of San Rafael, Department of Public Works 111 Morphew Street P.O. Box 151560 San Rafael, CA 94915-1560 RE: GRAND AVENUE BRIDGE SAN RAFAEL, CALIFORNIA PROPOSAL FOR PROFESSIONAL ENGINEERING SERVICES Dear Jeff; We appreciate the opportunity to continue to assist you with the construction of the Grand Avenue Bridge project. Our scope of work, based on previous emails, meetings and phone conversations, is as follows. I. Scope of Work TASK 1 —PROJECT MANAGEMENT AND COORDINATION • Siegfried will communicate regularly with City staff as required. • Siegfried will schedule, chair, and prepare meeting agendas and minutes for up to three (3) meetings • Siegfried will provide all contract management and quality control services throughout the duration of the project. • Siegfried will assist the City with obtaining all necessary permits for the construction of the currently funded grant portion of this project. • Deliverables - Project schedule and updates, meeting agendas and minutes for all design and coordination meetings, and permit applications for City submittal. TASK 2—SUPPLEMENTAL TOPOGRAPHIC SURVEY • Siegfried will conduct all additional field, topographic, and control surveys that are needed due to the revised Grand Ave Bridge project improvements. Previously performed surveys will be utilized however additional information is needed due to expanding the improvement areas at the southwest corner of the existing bridge. TASK 3—35% DESIGN SUBMITTAL • Siegfried will prepare revised street and bridge improvement plans and project specifications that reflect the work depicted in Exhibit A. The plans will generally include the following: o Proposed curb, gutter and sidewalk transitions on the north and south ends of the bridge to accommodate the proposed sidewalk on the west side of the bridge and the future pedestrian bridge on the east side of the bridge. These improvements will fit Corporate Office San Jose Sacramento 3244 Brookside Rd., Ste. 100 111 N. Market St., Ste. 300 111 Scripps Drive Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 t: 209.943.2021 f: 209.942.0214 t:408.754.0121 t: 916.520.2777 F:\11cad111176 Grand Avenue Bridgelwin-doc\Siegfried Agreements and Contracts\11176 Grand Avenue Bridge Revisions Scope and Fee Ver 3.docx ■U• Page2of6 ME SIEGFRIED with the recently proposed Grand Ave and 2nd Street intersection improvements which extend the curb, gutter and sidewalk to the bridge from the north. o Parking lot improvements and a proposed retaining wall along the frontage of the Toyota Dealership with the proposed curb, gutter and sidewalk on the southeastern portion of Grand Avenue just south of the bridge. o Removing the curb ramps and replacing with sidewalk south of the bridge on both sides of Grand Avenue. o Striping modifications to Grand Ave to accommodate the lane shift with the revised curb alignment. • Siegfried will provide a construction cost estimate for the work shown in the revised plans. • Deliverables - Two (2) sets of 35% design plans, and a construction cost estimate. An electronic copy of the plans will be provided in electronic format readable by AutoCAD 2015 and supplied in PDF format. TASK 4—65% DESIGN SUBMITTAL • Siegfried will prepare, for City review, 65% construction drawings, project specifications, and other documents which will incorporate the 35% design review comments by the City. • Siegfried will provide a detailed construction cost estimate based on the 65% design. • Deliverables - Two (2) sets of 65% design plans, and a construction cost estimate. An electronic copy of the plans will be provided in electronic format readable by AutoCAD 2015 and supplied in PDF format. TASK 5—95% DESIGN SUBMITTAL • Siegfried will prepare, for City review, 95% construction drawings, project specifications, and other documents which will incorporate the 65%design review comments by the City. • Siegfried will provide a detailed construction cost estimate based on the 95% design. • Deliverables - Two (2) sets of 95% plans and a construction cost estimate. An electronic copy of the plans will be provided in electronic format readable by AutoCAD 2015 and supplied in PDF format. TASK 6—FINAL DESIGN SUBMITTAL • Siegfried will prepare final construction drawings and contract specifications based upon the approved 95% comments including any adjustments to the program which will be approved by the City. • Siegfried will provide a final detailed construction cost estimate. • Siegfried will submit a complete list of the testing and submittals required for each project. • Deliverables - One (1) set of 22" x 34" original reproducible bond copy of plans signed by the appropriate design engineer. One (1) set of 11" x 17" half size bond copy of plans signed and sealed by the appropriate design engineer. An electronic copy of plans a format readable by AutoCAD 2015 will be provided. One (1) hard copy of the final Corporate Office San Jose Sacramento 3244 Brookside Rd., Ste. 100 111 N. Market St., Ste. 300 111 Scripps Drive Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 t: 209.943.2021 f: 209.942.0214 t: 408.754.0121 t: 916.520.2777 F:\11cad111176 Grand Avenue Bridge\win-doc\Siegfried Agreements and Contracts\11176 Grand Avenue Bridge Revisions Scope and Fee Ver 3.docx I•M Page3of6 U■ SIEGFRIED specification and cost estimate, and an electronic copy of the final specification and cost estimate in Word 2010 will be provided. All electronic files of all deliverables will be delivered in PDF format. TASK 7— ENVIRONMENTAL COMPLIANCE AND PERMITTING NEPA/Caltrans Assumptions The City will prepare the Caltrans Preliminary Environmental Studies (PES) Form (and supporting information) for submittal to Caltrans. The City can then schedule the Field Review. The PES Form will be used by Caltrans to determine the environmental studies required for the project. Because the Field Review has not yet been conducted, the following Scope of Work describes the studies that Siegfried believes could ultimately be required by Caltrans, based on our recent experience. Should any of the studies not be required, this scope will be narrowed. This scope includes time for project management and coordination with City staff and Caltrans on the PES Form and Field Review. Siegfried will invoice on a time and materials basis only for actual work completed. It is also assumed that a Categorical Exclusion (Cat Ex) is the appropriate document for the project under NEPA. Siegfried will coordinate the preparation of all the necessary technical reports/memos required for the Cat Ex, as described below. The cost estimate includes one revision to each report. Once the reports are approved, Caltrans will compile them into one document that becomes the NEPA Cat Ex. Report Preparation and Caltrans Coordination Based on the Field Review, project plans, and any previously completed studies, Siegfried will prepare technical reports per City standards and Caltrans' Standard Environmental Review (SER) formats for such reports. Siegfried will submit the reports to Caltrans as they are prepared. Below is a discussion of all reports/ memos we expect Caltrans to require: Water Quality Study Siegfried will prepare a Water Quality Study (Memo) according to the requirements of Caltrans. The memorandum will focus on the measures and best management practices (BMPs) included in the project to reduce water quality impacts, based upon information provided to Siegfried by the Project Team. The memorandum will also describe how the project will comply with the latest regulations designed to prevent or reduce water quality impacts. Corporate Office San Jose Sacramento 3244 Brookside Rd., Ste. 100 111 N. Market St., Ste. 300 111 Scripps Drive Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 t: 209.943.2021 f: 209.942.0214 t: 408.754.0121 t: 916.520.2777 F:111cad111176 Grand Avenue Bridge\win-doc\Siegfried Agreements and Contracts111176 Grand Avenue Bridge Revisions Scope and Fee Ver 3.docx U . Page4of6 M■ SIEGFRIED Biological Resources Technical Memo Siegfried will prepare a Biological Resources Technical Memo, which will describe the lack of known biological resources in San Rafael Canal. The memo will also evaluate any impacts to trees and the project's consistency with the Migratory Bird Treaty Act, and will identify mitigation measures, if needed. Community Impact Memo Siegfried will prepare a Community Impact Memo to address right-of-way take and planned road closures/detours during construction. Section 106 Compliance(Cultural Resources) Because the project would include sub-surface excavation, it is anticipated that the completion of the Section 106 (Historic Preservation Act) process will be required. This process will be completed by Archaeological/Historical Consultants, as a subconsultant to Siegfried, per Caltrans requirements. It should be noted that the scope below does not include any mechanical testing. If required, this process can be added to this scope as an additional work item. The Section 106 process will include the following tasks and incorporate the results of previously completed analyses in the project area, to the extent feasible: • An archaeological Area of Potential Effect(APE) map will be prepared by the City for use by Archaeological/Historical Consultants in the preparation of cultural resources reports. The APE map will be submitted to Caltrans for approval and signature. • A records search will be conducted at the Northwest Information Center of the California Historical Resources Information System (NWIC) by Archaeological/Historical Consultants of all cultural resources and studies within one-quarter mile of the APE and any additional resources or investigations that might be applicable. This will include archival research and review of maps and literature on file. Existing information will be used to the extent possible. • Native American consultation will be conducted with representatives from the Graton Rancheria. • An archaeological survey and land use history research will be conducted for 711 and 375 Grand Avenue. • An Archaeological Survey Report(ASR) and Historic Properties Survey Report(HPSR) will be prepared based on Caltrans guidelines and consultation with their Professionally Qualified Staff(PQS). The ASR will include a summary of the records search results, Native American consultation, and the field survey. Although it is not anticipated that any structures will be affected by the project, an HPSR will be required per Caltrans Corporate Office San Jose Sacramento 3244 Brookside Rd., Ste. 100 111 N. Market St., Ste. 300 111 Scripps Drive Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 t: 209.943.2021 f: 209.942.0214 t: 408.754.0121 t: 916.520.2777 F:111 cad111176 Grand Avenue Bridge\win-doc\Siegfried Agreements and Contracts111176 Grand Avenue Bridge Revisions Scope and Fee Ver 3.docx U . Page5of6 U■ SIEGFRIED requirements. These reports will be submitted to Caltrans's PQS for review. The cost estimate assumes only one round of Caltrans review. Other Technical Memos/Reports This scope assumes the following technical memos/reports will also be required by Caltrans and prepared either by the City or other members of the project team under separate contract to Siegfried, as indicated. • Initial Site Assessment(project team) • Location Hydraulic Study (project team) • Equipment Staging Memo (City) • Visual Impact Assessment(City) Deliverables- Preliminary and final memos and documents for submittal by the City and preliminary and final NEPA documentation for submittal by the City. TASK 8—BIDDING AND CONSTRUCTION ASSISTANCE Perform the following services as directed by the City of San Rafael. Additional services may be performed upon written approval by the city per the attached rate sheet. • Assist the Client with plan interpretation during call for bids and prepare minor addenda as necessary to clarify plan intent. • Attend the preconstruction meeting. • Assist contractor with plan interpretation during construction. • Prepare minor addendums to clarify plan intent. • Review site development submittals and shop drawings related to the design scope of work. • Provide up to five (5) site visits during construction excluding the final punch list walk. • Provide site review at project completion to aid Client in developing a final site punch list. Exceptions to the scope Itis understood that the following are not included in the Scope: a. Environmental Impact Report or IS MND; b. hazardous waste testing, monitoring and contingency plan; c. Phase / Environmental Assessment, Phase II Subsurface Investigation, asbestos and lead containing material investigation and report; d. geotechnical investigation, report and monitoring; e. permit application and plan check fees; f. construction inspection, supervision, and scheduling; g. Inspection services outside the above scope of work as described above; Corporate Office San Jose Sacramento 3244 Brookside Rd., Ste. 100 111 N. Market St., Ste. 300 111 Scripps Drive Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 t: 209.943.2021 f: 209.942.0214 t:408.754.0121 t: 916.520.2777 F:\11cad\11176 Grand Avenue Bridge\win-doc\Siegfried Agreements and Contracts111176 Grand Avenue Bridge Revisions Scope and Fee Ver 3.docx U . Page6of6 UI SIEGFRIED h. Jobsite safety services; i. Soils engineering services; j. Preparation of post-construction BMPs including meeting local or Regional Board sizing criteria; k. The engineering design of temporary sedimentation basins; II. Fee Proposal Task Description Total 1Project Management and Coordination $5,000 .._.... .... .... 2 Supplemental Topographic Survey ( $4,500 3 35% Design Submittal $20,000 4 65% Design Submittal $10,000 5 95% Design Submittal $5,000 6i Final Design Submittal T $3,000 7 _.- _..._. Environmental Compliance and $12,525 Permitting 8 [ Bidding and Construction Assistance I $7,000 Estimated Reimbursable Expenses $1,500 TOTAL NOT TO EXCEED Fee for Tasks 1-8 $68,525 including reimbursable expenses We look forward to working with you and your team. If you have any questions regarding this proposal, please do not hesitate to call me directly. We will commence work upon your authorization to proceed and the execution of your contract documents. Sincerely, 6./Pq—cL Paul J. Schneider, QSD, QSP, P.E. SIEGFRIED Attachments: Exhibit A–Street and Bridge Concept Plan.pdf • Corporate Office San Jose Sacramento 3244 Brookside Rd., Ste. 100 111 N. Market St., Ste. 300 111 Scripps Drive Stockton, CA 95219 San Jose, CA 95113 Sacramento, CA 95825 t: 209.943.2021 f: 209.942.0214 t: 408.754.0121 t: 916.520.2777 F:111 cad\11176 Grand Avenue Bridge\win-doc\Siegfried Agreements and Contracts\11176 Grand Avenue Bridge Revisions Scope and Fee Ver 3.docx WORK BREAKDOWN CHART FOR EXHIBIT B GRAND AVENUE BRIDGE PROJECT NOVEMBER 5, 2015 Siegfried Engineering, Inc. GRAND AVENUE BRIDGE PROJECT - GRANT REVISIONS Lo Lo = Z o 0 ■ a a F E 4 II -SIEGFRIED a 4 a z z O � 1- 0 4 2 a � 0 Ir acc a w 0 0 _ _ _ m 0 n z W u) 0 H H co oo co O J 0 O 0 Lo w 2 z Q cn U) m z F z U o: w z a e cc z C7 (7 C� O a ~ z z I w L.' U) 2 a z U.1 WO N W C' ct M D a 0 In O 7C1 O CC a n 2 NF y OW Q J Y -7 Y O. > J a co O O to a cc v) oa N o VoC cn a U) > 0 worn F- a tt z anm aur acn aLn < 2 422 < Q0O 0 0 Classification i- a s 1- cn cn - ch I- co 1- m 1- LL t- w F m a a I = 1- p P 1 ,:I -C : ,iall= 4 2 2 2 18 $214 $3,852 Structural En, neer 16 8 6 2 48 $214 $10,272 Pro ect Land Su or 4 --- - 4 $152 $608 � Associate CM E •ineer 24 2 16 8 4 64 $163 $10,432 En,ineerI 4 70 20 14 10 124 $123 $15,252 One man Surve Crew 12 ----- 12 $163 $1,956 Senior Technician 12 16 --- 28 $120 $3,360 Technician II El 30_ 20 8 5 83 $93 $7,719 Clerical 4 4 4 4 2 18 $67_ $1,206 Environmental Consultant MINEM $12,525 $12,525 32 34 152 78 38 23 42 399 Category,Total $5,036 $4,498 $19.996 $9,952 $5,098 $3,011 $12,525 $7,066 $67,182 __ Not-To-Exceed Fee $67,182 Reimbursables $300 $100 $150 $150 $150 $200 $150 $300 Including Reimbursables $68,682 ----------- ncuzo oiELF ■ IN JAN 14 2016 LETTER OF TRANSMITTAL ■ PUBLIC VWDRKS DEPT. CITY OF�,' 'AFAEL DATE: JOB NO. & PHASE NO.: SIEGFRIED January 11, 2016 11176 3244 Brookside Road, Suite 100 ATTENTION: Jeff Stutsman STOCKTON, CALIFORNIA 95219 RE: Grand Avenue Bridge (209) 943-2021 Project FAX (209) 942-0214 TO: City of San Rafael Public Works CLIENT PHONE NO.: 111 Morphew Street 415-485-3342 P.O. Box 151560 San Rafael CA 94915-1560 WE ARE SENDING YOU: ® Attached ❑ Under separate cover via the following items: ❑ Shop Drawings ❑ Prints ❑ Plans ❑ Samples ❑ Copy of Letter ❑ Change Order ❑ Geotechnical Report ❑ Specifications Copies Date No. Description 4 01-11-2016 Third Amendment to Agreement - Signed THESE ARE TRANSMITTED as checked below: ❑ For Approval ❑ Approved as submitted ❑ Resubmit Copies for approval ❑ For your use ❑ Approved as notes ❑ Submit Copies for distribution ® As requested ❑ Returned for corrections ❑ Return Corrected prints ❑ For review and comment ❑ ❑ FOR BID DUE ❑ PRINTS RETURNED AFTER LOAN TO US REMARKS COPY TO: FROM: Adam K. Merrill, P.E. If enclosures are not as noted kindly notify us at once. F:\11cad\11176 Grand Avenue Bridge\win-doc\LETTER OF TRANSMITTAL 01-11-2016.doc ov SAN RA A‘9 L 1FOlk\- 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 Departmentar,Date 1 City Attorney Review, revise, and comment on d• agreementseseme h f 2 Contracting Department Forward final agret to contracto for "J their signature. Obtain at least two signed originals from contractor. 3 Contracting Department Agendize contractor-signed agreement for Cc Council approval, if Council approval (N 6 necessary(as defined by City Attorney/City Ordinance*). 4 City Attorney Review and approve form of agreement; o sY"" 41114, sk bonds, and insurance certificates and endorsements. " "N .tin .1144 5 City Manager/Mayor/or Agreement executed by Council authorized Department Head official. 4FW 6. City Clerk City Clerk attests signatures,retains original agreement and forwards copies to the fyb . l,>.0v contracting department. ftla To be completed by Contracting Department: Project Manager: +6i/in '- Q_&' owa.r) Project Name: (1onttd-Ame ndr}1 d- 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.