HomeMy WebLinkAboutPW Third Street Safety Improvements - Design and Environmental____________________________________________________________________________________
FOR CITY CLERK ONLY
Council Meeting: 03/02/2020
Disposition: Resolution 14767
Agenda Item No: 4.c
Meeting Date: March 2, 2020
SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Public Works
Prepared by: Bill Guerin,
Director of Public Works
City Manager Approval: __________
TOPIC: THIRD STREET SAFETY IMPROVEMENTS – DESIGN AND ENVIRONMENTAL
SUBJECT: A RESOLUTION APPROVING AND AUTHORIZING THE CITY MANAGER TO
EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-
HORN AND ASSOCIATES, INC. FOR ENGINEERING DESIGN AND
ENVIRONMENTAL CLEARANCE SERVICES ASSOCIATED WITH THE THIRD
STREET SAFETY IMPROVEMENTS PROJECT IN AN AMOUNT NOT TO
EXCEED $280,000
RECOMMENDATION: Adopt the resolution.
BACKGROUND: In 2004, the Transportation Authority of Marin (TAM) established a Measure A
Expenditure Plan (Plan) for a voter-approved sales tax providing funds for major roadway
projects in Marin County. Plan projects were prioritized based on roadway condition, traffic
volumes, transit frequency, and existing bicycle and pedestrian access. In 2016, San Rafael
received a commitment from TAM for $11 million from Measure A and an additional $1.5 million
from the State Local Partnership Program for the purpose of making significant infrastructure
improvements along Third Street.
In 2018, the City applied for federal funding through the Highway Safety Improvement Program
(HSIP) administered by Caltrans. Upon favorable review, the City was awarded $1,575,000 in
funding for Third Street between Lindaro Street and Union Street. As project delivery utilizing
federal funds can be complex and impact timelines, staff subdivided the entire Third Street
corridor into the following two projects:
1. Third Street Rehabilitation Project – Miracle Mile to Lindaro Street; and
2. Third Street Safety Improvements Project – Lindaro Street to Union Street.
The City Council approved the design and environmental work for the Third Street Rehabilitation
Project at their November 18, 2019 meeting.
The Third Street Safety Improvements project consists of roadway and pedestrian
improvements, including but not limited to, street resurfacing, curb ramps, sidewalk, storm drain,
and traffic signal upgrades. Project intersections on Third Street include Lindaro Street, Lincoln
Avenue, Tamalpais Avenue, Irwin Street, and Grand Avenue. These intersections constitute one
of the most heavily congested areas in both San Rafael and Marin County. This is due in part to
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
their proximity to major traffic generators, such as the northbound and southbound on/off-ramps
for US 101, San Rafael Transit Center, SMART station, Caltrans Park-and-Ride lots, Downtown
San Rafael, Montecito Shopping Center, and San Rafael High School.
City staff developed conceptual design drawings for the proposed safety improvements and
subsequently, on May 24, 2019, issued a request for proposals (RFP). The conceptual design
provided a basic framework to potential consultants of the City’s objectives for this project, and
the plans were also utilized to solicit feedback from the City’s Bicycle and Pedestrian Advisory
Committee at their August 7, 2019 meeting. Staff intends to combine the HSIP Grant funding of
$1,575,000 with Traffic Mitigation and Gas Tax funding to construct the traffic safety
improvements and other roadway upgrades between Lindaro and Union Streets.
ANALYSIS: On June 26, 2019, Public Works received three proposals from qualified firms.
Proposals were evaluated by City staff based on criteria specified in the RFP including, but not
limited to, understanding of the Scope of Work, previous experience with similar projects,
qualified personnel, and familiarity with City and federal procedures for project delivery.
On July 11, 2019, the three proposing firms were interviewed by panel members consisting of
City staff. Staff found Kimley-Horn and Associates to be the most qualified consultant for this
project. After successful negotiations, Kimley-Horn and Associates submitted a revised scope
and fee proposal to perform the engineering design and environmental clearance services,
which was found to be complete and within industry standards.
FISCAL IMPACT: The consultant’s fee of $280,000 will be paid for from the available
$1,575,000 of federal grant funds awarded to the City. Upon completion of the design, a
construction cost estimate will be produced.
OPTIONS: The City Council has the following options to consider relating to this matter:
1. Adopt a resolution authorizing the City Manager to execute a professional services
agreement with Kimley-Horn and Associates.
2. Do not accept the proposal from Kimley-Horn and Associates and provide further
direction to staff.
RECOMMENDED ACTION: Adopt the resolution.
ATTACHMENT:
1. Resolution
2. Agreement and corresponding Exhibit A
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RESOLUTION NO. 14767
A RESOLUTION OF THE SAN RAFAEL CITY COUNCIL APPROVING AND AUTHORIZING
THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH
KIMLEY-HORN AND ASSOCIATES , INC. FOR ENGINEERING DESIGN AND
ENVIRONMENTAL CLEARANCE SERVICES ASSOCIATED WITH THE THIRD STREET
SAFETY IMPROVEMENTS PROJECT IN AN AMOUNT NOT TO EXCEED $280,000
WHEREAS, the City desires to implement safety improvements along the Third Street
corridor from Lindaro Street to Union Street; and
WHEREAS, the City was awarded a federal grant through the Highway Safety
Improvement Program administered by Caltrans; and
WHEREAS, the City requires outside professional assistance to design and secure
environmental clearance for the aforementioned project; and
WHEREAS, in response to the request for proposals (RFP), the Department of Public
Works received three proposals and conducted team interviews; and
WHEREAS, staff has reviewed the proposals and identified Kimley-Horn and
Associates, Inc. to be the most qualified firm; and
WHEREAS , the proposal from Kimley-Horn and Associates, Inc. was found to be
complete and within industry standards.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
RESOLVES as follows:
1. The City Council hereby approves and authorizes the City Manager to execute a
Professional Services Agreement with Kimley-Horn and Associates, Inc. for engineering
design and environmental clearance services associated with the Third Street Safety
Improvements Project in the amount not to exceed $280,000, in the form included in the
Staff Report for this resolution, subject to final approval as to form by the City Attorney.
2. Funds totaling $280,000 will be appropriated for this project from the Highway Safety
Improvement Program (HSIP) grant.
3. The Director of Public Works is hereby authorized to take any and all such actions and
make changes as may be necessary to accomplish the purpose of this resolution.
Page 2 of 2
I, LINDSAY LARA, Clerk of the City of San Rafael, hereby certify that the foregoing
resolution was duly and regularly introduced and adopted at a regular meeting of the Council of
said City on Monday, the 2nd day of March 2020, by the following vote, to wit:
AYES: COUNCILMEMBERS: Bushey, Colin, Gamblin & Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: McCullough
_______________________________
LINDSAY LARA, City Clerk
AGREEMENT FOR PROFESSIONAL SERVICES WITH
KIMLEY-HORN AND ASSOCIATES, INC. FOR ENGINEERING SERVICES ASSOCIATED WITH THE
THIRD STREET SAFETY IMPROVEMENTS PROJECT
ARTICLE I INTRODUCTION 0
ZOZp
A. This AGREEMENT is entered into as of the _ day ofy , 29A by and 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 or
authorized to do business in the State of North Carolina.
The Project Manager for the "CONSULTANT" will be Kevin Aauigui
The name of the "LOCAL AGENCY" is as follows: City of San Rafael
The Contract Administrator for LOCAL AGENCY will be Bill Guerin, Public Works Director
B. The work to be performed under this AGREEMENT is described in Article III Statement of Work and the
approved CONSULTANT's Revised Cost Proposal ("Cost Proposal") dated December 5, 2019. The approved
CONSULTANT's Cost Proposal is attached hereto (Exhibit A) and incorporated by reference. If there is any
conflict between the approved Cost Proposal and this AGREEMENT, this AGREEMENT shall take
precedence.
C. CONSULTANT agrees to the fullest extent permitted by law, to indemnify, protect, defend, and hold harmless
LOCAL AGENCY, its officers, agents, and employees and volunteers from and against any and all claims,
damages, demands, liability, costs, losses and expenses, including without limitation, court costs and
reasonable attorney's and expert witness fees, arising out of any failure to comply with applicable law, any
injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise
arising out of the performance of the work described herein, to the extent caused by a negligent act or negligent
failure to act, errors, omissions, recklessness or willful misconduct incident to the performance of this
AGREEMENT on the part of CONSULTANT, except CONSULTANT will not reimburse LOCAL AGENCY
for any such loss or damage which was caused by the sole or active negligence, or willful misconduct of LOCAL
AGENCY, as determined by a Court of competent jurisdiction. In no event shall the cost to defend charged to
the CONSULTANT exceed the CONSULTANT's proportionate percentage of fault. The provisions of this
section shall survive termination or suspension of this AGREEMENT.
D. CONSULTANT in the perfonnance of this AGREEMENT shall act in an independent capacity. It is understood
and agreed that CONSULTANT (including CONSULTANT'S employees) is an independent contractor and
that no relationship of employer-employee exists between the Parties hereto. CONSULTANT'S assigned
personnel shall not be entitled to any benefits payable to employees of LOCAL AGENCY.
E. LOCAL AGENCY is not required to make deductions or withholdings from the compensation payable to
CONSULTANT under the provisions of the AGREEMENT and is not required to issue W-2 Forms for income
and employment tax purposes for any of CONSULTANT's assigned personnel. CONSULTANT in the
performance of its obligation hereunder, is only subject to the control of direction of the LOCAL AGENCY as
to the designation of tasks to be performed and the results to be accomplished,
F. Any third -party person(s) employed by CONSULTANT shall be entirely and exclusively under the direction,
supervision, and control of CONSULTANT. CONSULTANT hereby indemnifies and holds LOCAL AGENCY
harmless from any and all claims that may be made against LOCAL AGENCY based upon any contention by
any third party that an employer-employee relationship exists by reason of this AGREEMENT.
G. Except as expressly authorized herein, CONSULTANT's obligations under this AGREEMENT are not
assignable or transferable, and CONSULTANT shall not subcontract any work, without the prior written
approval of the LOCAL AGENCY. However, claims for money due or which become due to CONSULTANT
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from LOCAL AGENCY under this AGREEMENT may be assigned to a financial institution or to a trustee in
bankruptcy, without such approval. Notice of any assignment or transfer whether voluntary or involuntary shall
be furnished promptly to the LOCAL AGENCY.
H. CONSULTANT shall be as fully responsible to the LOCAL AGENCY for the negligent acts and omissions of
its contractors and subcontractors or subconsultants, and of persons either directly or indirectly employed by
them, in the same manner as persons directly employed by CONSULTANT.
I. No alteration or variation of the terms of this AGREEMENT shall be valid, unless made in writing and signed by
the parties authorized to bind the parties; and no oral understanding or agreement not incorporated herein, shall
be binding on any of the parties hereto.
J. 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.
ARTICLE II CONSULTANT'S REPORTS OR MEETINGS
A. CONSULTANT shall submit progress reports at least once a month. The report should be sufficiently detailed
for the LOCAL AGENCY's 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. CONSULTANT's Project Manager shall meet with LOCAL AGENCY's Contract Administrator, as needed,
to discuss progress on the AGREEMENT.
ARTICLE III STATEMENT OF WORK
The CONSULTANT shall perform the services specified in the Revised Scope of Work, dated December 5,
2019, attached hereto as Exhibit A and incorporated herein by reference. If there is any conflict between the
terms of the Cost Proposal, attached hereto as Exhibit A, and the terms of this AGREEMENT, the terms of this
AGREEMENT shall take precedence.
ARTICLE IV PERFORMANCE PERIOD
A. This AGREEMENT shall go into effect on the date first hereinabove written, contingent upon approval by
LOCAL AGENCY, and CONSULTANT shall commence work after notification to proceed by LOCAL
AGENCY'S Contract Administrator. The AGREEMENT 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 AGREEMENT award is not binding on LOCAL
AGENCY until the AGREEMENT is fully executed and approved by LOCAL AGENCY.
ARTICLE V ALLOWABLE COSTS AND PAYMENTS
A. The method of payment for this AGREEMENT will be based on actual cost plus a fixed fee. LOCAL AGENCY
will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, travel, equipment
rental costs, overhead and other direct costs) incurred by CONSULTANT in performance of the work.
CONSULTANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee
benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved
CONSULTANT'S Cost Proposal, unless additional reimbursement is provided for by AGREEMENT
amendment. In no event, will CONSULTANT be reimbursed for overhead costs at a rate that exceeds LOCAL
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AGENCY's approved overhead rate set forth in the Cost Proposal. In the event that LOCAL AGENCY
determines that a change to the work from that specified in the Cost Proposal and AGREEMENT is required,
the AGREEMENT time or actual costs reimbursable by LOCAL AGENCY shall be adjusted by AGREEMENT
amendment to accommodate the changed work. The maximum total cost as specified in Paragraph "I" of this
Article shall not be exceeded, unless authorized by AGREEMENT amendment.
B. The indirect cost rate established for this AGREEMENT is extended through the duration of this specific
AGREEMENT. CONSULTANT's agreement to the extension of the 1 -year applicable period shall not be a
condition or qualification to be considered for the work or AGREEMENT award.
C. In addition to the allowable incurred costs, LOCAL AGENCY will pay CONSULTANT a fixed fee of
$20,607.77. The fixed fee is nonadjustable for the term of the AGREEMENT, except in the event of a
significant change in the scope of work and such adjustment is made by AGREEMENT amendment.
D. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved
Cost Proposal.
E. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall obtain prior
written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such
cost estimate.
F. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A
pro rata portion of CONSULTANT's fixed fee will be included in the monthly progress payments. If
CONSULTANT fails to submit the required deliverable items according to the schedule set forth in Article III
Statement of Work, LOCAL AGENCY shall have the right to delay payment or terminate this AGREEMENT.
G. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this
AGREEMENT.
H. CONSULTANT will be reimbursed promptly according to California Regulations upon receipt by LOCAL
AGENCY's Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than
thirty (30) calendar days after the performance of work for which CONSULTANT is billing. Invoices shall
detail the work performed on each milestone and each project as applicable. Invoices shall follow the format
stipulated for the approved Cost Proposal and shall reference this AGREEMENT number and project title.
Final invoice must contain the final cost and all credits due LOCAL AGENCY including any equipment
purchased under the provisions of Article XI Equipment Purchase. The final invoice should be submitted within
sixty (60) calendar days after completion of CONSULTANT's work. Invoices shall be mailed to LOCAL
AGENCY's Contract Administrator at the following address:
City of San Rafael
Public Works Department
Bill Guerin
111 Morphew Street
San Rafael, CA 94901
I. The total amount payable by LOCAL AGENCY including the fixed fee shall not exceed $280,000.00.
J. Salary increases will be reimbursable if the new salary is within the salary range identified in the approved Cost
Proposal and is approved by LOCAL AGENCY's Contract Administrator.
K. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases,
which are the direct result of changes in the prevailing wage rates are reimbursable.
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ARTICLE VI TERMINATION
A. This AGREEMENT may be tenninated by LOCAL AGENCY, provided that LOCAL AGENCY gives not
less than thirty (30) calendar days' written notice (delivered by certified mail, return receipt requested) of intent
to terminate. Upon termination, LOCAL AGENCY shall be entitled to all work, including but not limited to,
reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates perfonned to that
date, whether completed or not, and in accordance with Article XXVI, Ownership of Data.
B. LOCAL AGENCY may temporarily suspend this AGREEMENT, at no additional cost to LOCAL AGENCY,
provided that CONSULTANT is given written notice (delivered by certified mail, return receipt requested) of
temporary suspension. If LOCAL AGENCY gives such notice of temporary suspension, CONSULTANT shall
immediately suspend its activities under this AGREEMENT. A temporary suspension may be issued concurrent
with the notice of termination provided for in subsection A of this section.
C. Notwithstanding any provisions of this AGREEMENT, CONSULTANT shall not be relieved of liability to
LOCAL AGENCY for damages sustained by LOCAL AGENCY by virtue of any breach of this AGREEMENT
by CONSULTANT, and LOCAL AGENCY may withhold any payments due to CONSULTANT until such
time as the exact amount of damages, if any, due LOCAL AGENCY from CONSULTANT is determined.
D. In the event of termination, CONSULTANT shall be compensated as provided for in this AGREEMENT,
except as provided in Article XI, section C. Upon termination, LOCAL AGENCY shall be entitled to all work,
including but not limited to, reports, investigations, appraisals, inventories, studies, analyses, drawings and data
estimates performed to that date, whether completed or not, and in accordance with Article XXVI, Ownership
of Data.
ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS
A. The CONSULTANT agrees that 48 CFR Part 31, Contract Cost Principles and Procedures, shall be used to
determine the allowability of individual items of cost.
B. The CONSULTANT also agrees to comply with Federal procedures in accordance with 2 CFR Part 200,
Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards.
C. Any costs for which payment has been made to the CONSULTANT that are determined by subsequent audit to
be unallowable under 48 CFR Part 31 or 2 CFR Part 200, are subject to repayment by the CONSULTANT to
LOCAL AGENCY.
D. When a CONSULTANT or Subconsultant is a Non -Profit Organization or an Institution of Higher Education,
the Cost Principles for Title 2 CFR Part 200, Uniforn Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards shall apply.
ARTICLE VIII RETENTION OF RECORDS/AUDIT
For the purpose of determining compliance with Gov. Code § 8546.7, the CONSULTANT, Subconsultants, and
LOCAL AGENCY shall maintain all books, documents, papers, accounting records, Independent CPA Audited
Indirect Cost Rate workpapers, and other evidence pertaining to the performance of the AGREEMENT including,
but not limited to, the costs of administering the AGREEMENT. All parties, including the CONSULTANT's
Independent CPA, shall make such workpapers and materials available at their respective offices at all reasonable
times during the AGREEMENT period and for three (3) years from the date of final payment under the
AGREEMENT. LOCAL AGENCY, Caltrans Auditor, FHWA, or any duly authorized representative of the
Federal government having jurisdiction under Federal laws or regulations (including the basis of Federal funding
in whole or in part) shall have access to any books, records, and documents of the CONSULTANT,
Subconsultants, and the CONSULTANT's Independent CPA, that are pertinent to the AGREEMENT for audits,
Page 4 of 21
examinations, workpaper review, excerpts, and transactions, and copies thereof shall be furnished if requested
without limitation.
ARTICLE IX AUDIT REVIEW PROCEDURES
A. Any dispute concerning a question of fact arising under an interim or post audit of this AGREEMENT that is
not disposed of by agreement, shall be reviewed by LOCAL AGENCY'S Finance Director.
B. Not later than thirty (30) days after issuance of the final audit report, CONSULTANT may request a review by
LOCAL AGENCY'S Finance Director of unresolved audit issues. The request for review will be submitted in
writing.
C. Neither the pendency of a dispute nor its consideration by LOCAL AGENCY will excuse CONSULTANT
from full and timely performance, in accordance with the terms of this AGREEMENT.
D. CONSULTANT and subconsultant AGREEMENTs, including cost proposals and Indirect Cost Rates (ICR),
may be subject to audits or reviews such as, but not limited to, an AGREEMENT audit, an incurred cost audit,
an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the AGREEMENT, 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, LOCAL AGENCY, or local government officials are
allowed full access to the CPA's work papers including making copies as necessary. The AGREEMENT, cost
proposal, and ICR shall be adjusted by CONSULTANT and approved by LOCAL AGENCY Contract
Administrator 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 AGREEMENT 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, LOCAL AGENCY or local governments have access to CPA
work papers, will be considered a breach of AGREEMENT terms and cause for termination of the
AGREEMENT and disallowance of prior reimbursed costs.
E. CONSULTANT's Cost Proposal may be subject to a CPA ICR Audit Work Paper Review and/or audit by
Caltrans Audits and Investigation (A&I). Caltrans A&I, at its sole discretion, may review and/or audit and
approve the CPA ICR documentation. The Cost Proposal shall be adjusted by the CONSULTANT and
approved by the LOCAL AGENCY Contract Administrator to conform to the Work Paper Review
recommendations included in the management letter or audit recommendations included in the audit report.
Refusal by the CONSULTANT to incorporate the Work Paper Review recommendations included in the
management letter or audit recommendations included in the audit report will be considered a breach of the
AGREEMENT terms and cause for termination of the AGREEMENT and disallowance of prior reimbursed
costs.
During Caltrans A&I's review of the ICR audit work papers created by the CONSULTANT's
independent CPA, Caltrans A&I will work with the CPA and/or CONSULTANT toward a resolution of
issues that arise during the review. Each party agrees to use its best efforts to resolve any audit disputes in
a timely manner. If Caltrans A&I identifies significant issues during the review and is unable to issue a
cognizant approval letter, LOCAL AGENCY will reimburse the CONSULTANT at an accepted ICR until
a FAR (Federal Acquisition Regulation) compliant ICR {e.g. 48 CFR Part 31; GAAS (Generally
Accepted Auditing Standards); CAS (Cost Accounting Standards), if applicable; in accordance with
procedures and guidelines of the American Association of State Highways and Transportation Officials
(AASHTO) Audit Guide; and other applicable procedures and guidelines}is received and approved by
A&I.
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Accepted rates will be as follows:
a. If the proposed rate is less than one hundred fifty percent (150%) - the accepted rate reimbursed will
be ninety percent (90%) of the proposed rate.
b. If the proposed rate is between one hundred fifty percent (150%) and two hundred percent (200%) -
the accepted rate will be eighty-five percent (85%) of the proposed rate.
c. If the proposed rate is greater than two hundred percent (200%) - the accepted rate will be seventy-five
percent (75%) of the proposed rate.
2. If Caltrans A&I is unable to issue a cognizant letter per paragraph E.1. above, Caltrans A&I may require
CONSULTANT to submit a revised independent CPA -audited ICR and audit report within three (3)
months of the effective date of the management letter. Caltrans A&I will then have up to six (6) months to
review the CONSULTANT's and/or the independent CPA's revisions.
3. If the CONSULTANT fails to comply with the provisions of this paragraph E, or if Caltrans A&I is still
unable to issue a cognizant approval letter after the revised independent CPA audited ICR is submitted,
overhead cost reimbursement will be limited to the accepted ICR that was established upon initial
rejection of the ICR and set forth in paragraph E.1. above for all rendered services. In this event, this
accepted ICR will become the actual and final ICR for reimbursement purposes under this
AGREEMENT.
4. CONSULTANT may submit to LOCAL AGENCY final invoice only when all of the following items
have occurred: (1) Caltrans A&I accepts or adjusts the original or revised independent CPA audited ICR;
(2) all work under this AGREEMENT has been completed to the satisfaction of LOCAL AGENCY; and,
(3) Caltrans A&I has issued its final ICR review letter. The CONSULTANT MUST SUBMIT ITS
FINAL INVOICE TO LOCAL AGENCY no later than sixty (60) calendar days after occurrence of the
last of these items. The accepted ICR will apply to this AGREEMENT and all other agreements executed
between LOCAL AGENCY and the CONSULTANT, either as a prime or subconsultant, with the same
fiscal period ICR.
ARTICLE X SUBCONTRACTING
A. Nothing contained in this AGREEMENT or otherwise, shall create any contractual relation between LOCAL
AGENCY and any Subconsultants, and no subagreement shall relieve the CONSULTANT of its responsibilities
and obligations hereunder. The CONSULTANT agrees to be as fully responsible to LOCAL AGENCY for the
acts and omissions of its Subconsultants 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 Subconsultants is an independent obligation from LOCAL AGENCY'S obligation to make
payments to the CONSULTANT.
B. The CONSULTANT shall perform the work contemplated with resources available within its own organization
and no portion of the work shall be subcontracted without written authorization by the LOCAL AGENCY
Contract Administrator, except that which is expressly identified in the CONSULTANT's approved Cost
Proposal.
C. Any subagreement entered into as a result of this AGREEMENT, shall contain all the provisions stipulated in
this entire AGREEMENT to be applicable to Subconsultants unless otherwise noted.
D. CONSULTANT shall pay its Subconsultants within Fifteen (15) calendar days from receipt of each payment
made to the CONSULTANT by the LOCAL AGENCY.
E. Any substitution of Subconsultants must be approved in writing by LOCAL AGENCY Contract Administrator
in advance of assigning work to a substitute Subconsultant.
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ARTICLE XI EQUIPMENT PURCHASEAND OTHER CAPITAL EXPENDITURES
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 five thousand dollars
($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 approved Cost Proposal
and exceeding five thousand dollars ($5,000), with 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:
1. 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 five thousand dollars ($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 AGREEMENT, or if the AGREEMENT 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 determined to sell the equipment, the terms and conditions of such sale must
be approved in advance by LOCAL AGENCY.
2. Regulation 2 CFR Part 200 requires a credit to Federal funds when participating equipment with a fair
market value greater than five thousand dollars ($5,000) is credited to the project.
ARTICLE XII STATE PREVAILING WAGE RATES
A. No CONSULTANT or Subconsultant may be awarded an AGREEMENT containing public work elements
unless registered with the Department of Industrial Relations (DIR) pursuant to Labor Code §1725.5.
Registration with DIR must be maintained throughout the entire term of this AGREEMENT, including any
subsequent amendments.
B. The CONSULTANT shall comply with all of the applicable provisions of the California Labor Code
requiring the payment of prevailing wages. The General Prevailing Wage Rate Determinations applicable to
work under this AGREEMENT are available and on file with the Department of Transportation's
Regional/District Labor Compliance Officer
(littp://www.dot.ca.pov/hq/construe/LaborCompliance/documents/District-Region Map Construction 7-8-
15.pdf). These wage rates are made a specific part of this AGREEMENT by reference pursuant to Labor
Code § 1773.2 and will be applicable to work performed at a construction project site. Prevailing wages will
be applicable to all inspection work performed at LOCAL AGENCY construction sites, at LOCAL
AGENCY facilities and at off-site locations that are set up by the construction contractor or one of its
subcontractors solely and specifically to serve LOCAL AGENCY projects. Prevailing wage requirements do
not apply to inspection work performed at the facilities of vendors and commercial materials suppliers that
provide goods and services to the general public.
C. General Prevailing Wage Rate Determinations applicable to this project may also be obtained from the
Department of Industrial Relations Internet site at http://www.dir.ca.gov.
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D. Payroll Records
1. Each CONSULTANT and Subconsultant shall keep accurate certified payroll records and supporting
documents as mandated by Labor Code § 1776 and as defined in 8 CCR § 16000 showing the name,
address, social security number, work classification, straight time and overtime hours worked each day
and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee
employed by the CONSULTANT or Subconsultant in connection with the public work. Each payroll
record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating
both of the following:
a. The information contained in the payroll record is true and correct.
b. The employer has complied with the requirements of Labor Code §1771, §1811, and §1815 for any
work performed by his or her employees on the public works project.
2. The payroll records enumerated under paragraph (1) above shall be certified as correct by the
CONSULTANT under penalty of perjury. The payroll records and all supporting documents shall be
made available for inspection and copying by LOCAL AGENCY representatives at all reasonable hours
at the principal office of the CONSULTANT. The CONSULTANT shall provide copies of certified
payrolls or permit inspection of its records as follows:
a. A certified copy of an employee's payroll record shall be made available for inspection or furnished to
the employee or the employee's authorized representative on request.
b. A certified copy of all payroll records enumerated in paragraph (1) above, shall be made available for
inspection or furnished upon request to a representative of LOCAL AGENCY, the Division of Labor
Standards Enforcement and the Division of Apprenticeship Standards of the Department of Industrial
Relations. Certified payrolls submitted to LOCAL AGENCY, the Division of Labor Standards
Enforcement and the Division of Apprenticeship Standards shall not be altered or obliterated by the
CONSULTANT.
c. The public shall not be given access to certified payroll records by the CONSULTANT. The
CONSULTANT is required to forward any requests for certified payrolls to the LOCAL AGENCY
Contract Administrator by both email and regular mail on the business day following receipt of the
request.
3. Each CONSULTANT shall submit a certified copy of the records enumerated in paragraph (1) above, to
the entity that requested the records within ten (10) calendar days after receipt of a written request.
4. Any copy of records made available for inspection as copies and furnished upon request to the public or
any public agency by LOCAL AGENCY shall be marked or obliterated in such a manner as to prevent
disclosure of each individual's name, address, and social security number. The name and address of the
CONSULTANT or Subconsultant performing the work shall not be marked or obliterated.
5. The CONSULTANT shall inform LOCAL AGENCY of the location of the records enumerated under
paragraph (1) above, including the street address, city and county, and shall, within five (5) working days,
provide a notice of a change of location and address.
6. The CONSULTANT or Subconsultant shall have ten (10) calendar days in which to comply subsequent
to receipt of written notice requesting the records enumerated in paragraph (1) above. In the event the
CONSULTANT or Subconsultant fails to comply within the ten (10) day period, he or she shall, as a
penalty to LOCAL AGENCY, forfeit one hundred dollars ($100) for each calendar day, or portion
thereof, for each worker, until strict compliance is effectuated. Such penalties shall be withheld by
LOCAL AGENCY from payments then due. CONSULTANT is not subject to a penalty assessment
pursuant to this section due to the failure of a Subconsultant to comply with this section.
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E. When prevailing wage rates apply, the CONSULTANT is responsible for verifying compliance with
certified payroll requirements. Invoice payment will not be made until the invoice is approved by the
LOCAL AGENCY Contract Administrator.
F. Penalty
1. The CONSULTANT and any of its Subconsultants shall comply with Labor Code § 1774 and § 1775.
Pursuant to Labor Code § 1775, the CONSULTANT and any Subconsultant shall forfeit to the LOCAL
AGENCY a penalty of not more than two hundred dollars ($200) for each calendar day, or portion
thereof, for each worker paid less than the prevailing rates as determined by the Director of DIR for the
work or craft in which the worker is employed for any public work done under the AGREEMENT by the
CONSULTANT or by its Subconsultant in violation of the requirements of the Labor Code and in
particular, Labor Code §§1770 to 1780, inclusive.
2. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on
consideration of mistake, inadvertence, or neglect of the CONSULTANT or Subconsultant in failing to
pay the correct rate of prevailing wages, or the previous record of the CONSULTANT or Subconsultant
in meeting their respective prevailing wage obligations, or the willful failure by the CONSULTANT or
Subconsultant to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing
to pay the correct rates of prevailing wages is not excusable if the CONSULTANT or Subconsultant had
knowledge of the obligations under the Labor Code. The CONSULTANT is responsible for paying the
appropriate rate, including any escalations that take place during the term of the AGREEMENT.
3. In addition to the penalty and pursuant to Labor Code § 1775, the difference between the prevailing wage
rates and the amount paid to each worker for each calendar day or portion thereof for which each worker
was paid less than the prevailing wage rate shall be paid to each worker by the CONSULTANT or
Subconsultant.
4. If a worker employed by a Subconsultant on a public works project is not paid the general prevailing per
diem wages by the Subconsultant, the prime CONSULTANT of the project is not liable for the penalties
described above unless the prime CONSULTANT had knowledge of that failure of the Subconsultant to
pay the specified prevailing rate of wages to those workers or unless the prime CONSULTANT fails to
comply with all of the following requirements:
a. The AGREEMENT executed between the CONSULTANT and the Subconsultant for the performance
of work on public works projects shall include a copy of the requirements in Labor Code §§ 1771,
1775, 1776, 1777.5, 1813, and 1815.
b. The CONSULTANT shall monitor the payment of the specified general prevailing rate of per diem
wages by the Subconsultant to the employees by periodic review of the certified payroll records of the
Subconsultant.
c. Upon becoming aware of the Subconsultant's failure to pay the specified prevailing rate of wages to
the Subconsultant's workers, the CONSULTANT shall diligently take corrective action to halt or
rectify the failure, including but not limited to, retaining sufficient funds due the Subconsultant for
work performed on the public works project.
d. Prior to making final payment to the Subconsultant for work performed on the public works project,
the CONSULTANT shall obtain an affidavit signed under penalty of perjury from the Subconsultant
that the Subconsultant had paid the specified general prevailing rate of per diem wages to the
Subconsultant's employees on the public works project and any amounts due pursuant to Labor Code
§1813.
5. Pursuant to Labor Code §1775, LOCAL AGENCY shall notify the CONSULTANT on a public works
project within fifteen (15) calendar days of receipt of a complaint that a Subconsultant has failed to pay
workers the general prevailing rate of per diem wages.
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If LOCAL AGENCY determines that employees of a Subconsultant were not paid the general prevailing
rate of per diem wages and if LOCAL AGENCY did not retain sufficient money under the
AGREEMENT to pay those employees the balance of wages owed under the general prevailing rate of
per diem wages, the CONSULTANT shall withhold an amount of moneys due the Subconsultant
sufficient to pay those employees the general prevailing rate of per diem wages if requested by LOCAL
AGENCY.
G. Hours of Labor
Eight (8) hours labor constitutes a legal day's work. The CONSULTANT shall forfeit, as a penalty to the
LOCAL AGENCY, twenty-five dollars ($25) for each worker employed in the execution of the
AGREEMENT by the CONSULTANT or any of its Subconsultants for each calendar day during which such
worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40)
hours in any one calendar week in violation of the provisions of the Labor Code, and in particular § § 1810 to
1815 thereof, inclusive, except that work performed by employees in excess of eight (8) hours per day, and
forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess
of eight (8) hours per day and forty (40) hours in any week, at not less than one and one-half (1.5) times the
basic rate of pay, as provided in § 1815.
H. Employment of Apprentices
1. Where either the prime AGREEMENT or the subagreement exceeds thirty thousand dollars ($30,000),
the CONSULTANT and any subconsultants under him or her shall comply with all applicable
requirements of Labor Code §§ 1777.5, 1777.6 and 1777.7 in the employment of apprentices.
2. CONSULTANTS and subconsultants are required to comply with all Labor Code requirements regarding
the employment of apprentices, including mandatory ratios of journey level to apprentice workers. Prior
to commencement of work, CONSULTANT and subconsultants are advised to contact the DIR Division
of Apprenticeship Standards website at https://www.dir.ca.gov/das/, for additional information regarding
the employment of apprentices and for the specific journey -to- apprentice ratios for the AGREEMENT
work. The CONSULTANT is responsible for all subconsultants' compliance with these requirements.
Penalties are specified in Labor Code § 1777.7.
ARTICLE XIII CONFLICT OF INTEREST (Verbatim)
A. During the term of this AGREEMENT, the CONSULTANT shall disclose any financial, business, or other
relationship with LOCAL AGENCY that may have an impact upon the outcome of this AGREEMENT or any
ensuing LOCAL AGENCY construction project. The CONSULTANT shall also list current clients who may
have a financial interest in the outcome of this AGREEMENT, or any ensuing LOCAL AGENCY construction
project, which will follow.
B. CONSULTANT certifies that it has disclosed to LOCAL AGENCY any actual, apparent, or potential conflicts
of interest that may exist relative to the services to be provided pursuant to this AGREEMENT.
CONSULTANT agrees to advise LOCAL AGENCY of any actual, apparent or potential conflicts of interest
that may develop subsequent to the date of execution of this AGREEMENT. CONSULTANT further agrees
to complete any statements of economic interest if required by either LOCAL AGENCY ordinance or State
law.
C. 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.
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D. The CONSULTANT hereby certifies that the CONSULTANT or subconsultant and any firm affiliated with
the CONSULTANT or subconsultant that bids on any construction contract or on any Agreement to provide
construction inspection for any construction project resulting from this AGREEMENT, has established
necessary controls to ensure a conflict of interest does not exist. An affiliated firm is one, which is subject to
the control of the same persons, through joint ownership or otherwise.
ARTICLE XIV 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 LOCAL AGENCY employee. For breach or violation
of this warranty, LOCAL AGENCY 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.
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
the CONSULTANT, to any person for influencing or attempting to influence an officer or employee of
any local, 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 or making of this AGREEMENT, or with the extension,
continuation, renewal, amendment, or modification of this AGREEMENT.
2. If any funds other than Federal appropriated funds have been paid, or will be paid to any person for
influencing or attempting to influence an officer or employee of any agency, a Member of Congress,
an officer or employee of Congress, or an employee of a Member of Congress in connection with this
AGREEMENT, the CONSULTANT shall complete and submit Standard Form -LLL, "Disclosure
Form to Report Lobbying", in accordance with its instructions.
B. This certification is a material representation of fact upon which reliance was placed when this transaction
was made or entered into. Submission of this certification is a prerequisite for making or entering into this
transaction imposed by 31 U.S.C. §1352. Any person who fails to file the required certification shall be
subject to a civil penalty of not less than ten thousand dollars ($10,000) and not more than one hundred
thousand dollars ($100,000) for each such failure.
C. The CONSULTANT also agrees by signing this document that he or she shall require that the language of this
certification be included in all lower tier subagreements, which exceed one hundred thousand dollars ($100,000)
and that all such subrecipients shall certify and disclose accordingly.
ARTICLE XVI NON-DISCRIMINATION AND STATEMENT OF COMPLIANCE
A. 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 CONSULTANT Inas, unless exempt, complied with the
nondiscrimination program requirements of Gov. Code §12990 and 2 CCR § 8103.
B. During the performance of this AGREEMENT, CONSULTANT and its subconsultants shall not deny the
AGREEMENT's benefits to any person on the basis of race, religious creed, color, national origin, ancestry,
physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender
identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they unlawfully
discriminate, harass, or allow harassment against any employee or applicant for employment because of race,
Page 11 of 21
religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic
information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military
and veteran status. CONSULTANT and subconsultants shall insure that the evaluation and treatment of their
employees and applicants for employment are free from such discrimination and harassment.
C. CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and
Housing Act (Gov. Code § 12990 et seq.), the applicable regulations promulgated there under (2 CCR § 11000
et seq.), the provisions of Gov. Code §§11135-11139.5, and the regulations or standards adopted by LOCAL
AGENCY to implement such article. The applicable regulations of the Fair Employment and Housing
Commission implementing Gov. Code § 12990 (a -fl, set forth 2 CCR §§8100-8504, are incorporated into this
AGREEMENT by reference and made a part hereof as if set forth in full.
D. CONSULTANT shall permit access by representatives of the Department of Fair Employment and
Housing and the LOCAL AGENCY upon reasonable notice at any time during the normal business hours,
but in no case less than twenty-four (24) hours' notice, to such of its books, records, accounts, and all other
sources of information and its facilities as said Department or LOCAL AGENCY shall require to ascertain
compliance with this clause.
E. 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.
F. CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all
subcontracts to perform work under this AGREEMENT.
G. The CONSULTANT, with regard to the work performed under this AGREEMENT, shall act in
accordance with Title VI of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq.). Title VI provides that
the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no
person in the United States 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.
H. The CONSULTANT shall comply with regulations relative to non-discrimination in federally -assisted
programs of the U.S. Department of Transportation (49 CFR Part 21 - Effectuation of Title VI of the Civil
Rights Act of 1964). Specifically, the CONSULTANT shall not participate either directly or indirectly in the
discrimination prohibited by 49 CFR §21.5, including employment practices and the selection and retention
of Subconsultants.
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 the CONSULTANT or any person associated therewith in the capacity of
owner, partner, director, officer, or manager:
1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility
by any federal agency;
2. Has not been suspended, debarred, voluntarily excluded, or detennined ineligible by any federal
agency within the past three (3) years;
3. Does not have a proposed debarment pending; and
4. Has not been indicted, convicted, or had a civil j udgment rendered against it by a court of competent
jurisdiction in any matter involving fraud or official misconduct within the past three (3) years.
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B. Any exceptions to this certification must be disclosed to LOCAL AGENCY. Exceptions will not necessarily
result in denial of recommendation for award but will be considered in determining responsibility. Disclosures
must indicate to whom exceptions apply, the initiating agency, and the dates of agency action.
C. Exceptions to the Federal Government Excluded Parties List System maintained by the U.S. General Services
Administration are to be determined by FHWA.
ARTICLE XVIII DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION
A. This AGREEMENT is subject to 49 CFR Part 26 entitled "Participation by Disadvantaged Business
Enterprises in Department of Transportation Financial Assistance Programs". CONSULTANTs who enter
into a federally -funded agreement will assist the LOCAL AGENCY in a good faith effort to achieve
California's statewide overall DBE goal.
B. The goal for DBE participation for this AGREEMENT is 3.3 %. Participation by DBE CONSULTANT
or subconsultants shall be in accordance with information contained in Exhibit 10-01: Consultant Proposal
DBE Commitment, or in Exhibit 10-02: Consultant Contract DBE Commitment attached hereto and
incorporated as part of the AGREEMENT. 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. CONSULTANT can meet the DBE participation goal by either documenting commitments to DBEs to meet
the AGREEMENT goal, or by documenting adequate good faith efforts to meet the AGREEMENT goal. An
adequate good faith effort means that the CONSULTANT must show that it took all necessary and
reasonable steps to achieve a DBE goal that, by their scope, intensity, and appropriateness to the objective,
could reasonably be expected to meet the DBE goal. If CONSULTANT has not met the DBE goal, complete
and submit Exhibit 15-H: DBE Information — Good Faith Efforts to document efforts to meet the goal. Refer
to 49 CFR Part 26 for guidance regarding evaluation of good faith efforts to meet the DBE goal.
D. DBEs and other small businesses, as defined in 49 CFR Part 26 are encouraged to participate in the
performance of AGREEMENTs financed in whole or in part with federal funds. The LOCAL AGENCY,
CONSULTANT or subconsultant shall not discriminate on the basis of race, color, national origin, or sex in
the performance of this contract. The CONSULTANT shall carry out applicable requirements of 49 CFR
part 26 in the award and administration of DOT -assisted contracts. Failure by the CONSULTANT to carry
out these requirements is a material breach of this AGREEMENT, which may result in the termination of
this AGREEMENT or such other remedy as the LOCAL AGENCY deems appropriate, which may include,
but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying the contractor from future bidding as non -responsible
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 tennination,
CONSULTANT must meet the procedural requirements specified in 49 CFR §26.53(f). 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.
F. Consultant shall not be entitled to any payment for such work or material unless it is performed or supplied
by the listed DBE or by other forces (including those of Consultant) pursuant to prior written authorization
of the LOCAL AGENCY's Contract Administrator.
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G. A DBE is only eligible to be counted toward the AGREEMENT goal if it performs a commercially useful
function (CUF) on the AGREEMENT. CUF must be evaluated on an agreement by agreement basis. A DBE
performs a Commercially Useful Function (CUF) 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 CUF, 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 CUF, 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.
H. A DBE does not perform a CUF 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.
1. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) 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 CUF.
J. 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 CONSULTANT's shall also show the date
of work performed by their own forces along with the corresponding dollar value of the work.
K. Upon completion of the AGREEMENT, a summary of these records shall be prepared and submitted on the
form entitled, Exhibit 17-F: Final Report -Utilization ofDisadvantgged Business Enterprise (DBE) First -
Tier Subconsultants, 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.
L. If a DBE subconsultant is decertified during the life of the AGREEMENT, 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 AGREEMENT, the subconsultant shall notify CONSULTANT in
writing with the date of certification. Any changes should be reported to LOCAL AGENCY's Contract
Administrator within thirty (30) calendar days.
M. Any subcontract entered into as a result of this AGREEMENT shall contain all of the provisions of this
section.
ARTICLE XIX INSURANCE
A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to
LOCAL AGENCY, the following insurance policies:
1. A commercial general liability insurance policy in the minimum amount of two million dollars
($2,000,000) per occurrence/four million dollars ($4,000,000) aggregate, for death, bodily injury, personal injury, or
property damage.
Page 14 of 21
2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the
minimum amount of one million dollars ($1,000,000) dollars per occurrence.
3. If any licensed professional performs any of the services required to be performed under this
Agreement, a professional liability insurance policy in the minimum amount of two million dollars ($2,000,000) per
occurrence/four million dollars ($4,000,000) aggregate, to cover any claims arising out of the 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 insurance,
as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less
than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULTANT's worker's
compensation insurance shall be specifically endorsed to waive any right of subrogation against LOCAL AGENCY.
B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in
subparagraph A of this section above shall also meet the following requirements:
1. Except for professional liability insurance or worker's compensation insurance, the insurance
policies shall be specifically endorsed to include the LOCAL AGENCY, its officers, agents, employees, and volunteers,
as additional insureds (for both ongoing and completed operations) under the policies.
2. The additional insured coverage under CONSULTANT'S insurance policies shall be
"primary and noncontributory" 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.
3. Except for professional liability insurance or worker's compensation insurance, the insurance
policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury.
4. By execution of this Agreement, CONSULTANT hereby grants to LOCAL AGENCY a
waiver of any right to subrogation which any insurer of CONSULTANT may acquire against LOCAL AGENCY
by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement
that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not
LOCAL AGENCY has received a waiver of subrogation endorsement from the insurer.
5. If the insurance is written on a Claims Made Forn, then, following termination of this
Agreement, said insurance coverage shall survive for a period of not less than five years.
6. The insurance policies shall provide for a retroactive date of placement coinciding with the
effective date of this Agreement.
7. The limits of insurance required in this Agreement may be satisfied by a combination of primary
and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision
that such coverage shall also apply on a primary and noncontributory basis for the benefit of 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. Furthennore, the requirements for coverage and limits shall be: (1)
the minimurn 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. No representation
is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the
CONSULTANT under this agreement.
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C. Deductibles and SIR'S. Any deductibles or self-insured retentions in CONSULTANT's insurance
policies must be declared to and approved by the PROJECT MANAGER and City Attorney and shall not reduce the
limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide
that the SIR may be satisfied by either the named insured or 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. Proof of Insurance. CONSULTANT shall provide to the PROJECT 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) 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 fonn and sufficiency by PROJECT
MANAGER and the City Attorney.
ARTICLE XX 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 LOCAL
AGENCY 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
LOCAL AGENCY governing board that may affect the provisions, terms, or finding of this AGREEMENT
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. LOCAL AGENCY has the option to terminate the AGREEMENT pursuant to Article VI Termination, or by
mutual agreement to amend the AGREEMENT to reflect any reduction of funds.
ARTICLE XXI CHANGE IN TERMS
A. This AGREEMENT 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 AGREEMENT without prior written approval by LOCAL
AGENCY's Contract Administrator.
ARTICLE XXII CONTINGENT FEE
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 CONSULTANT for the purpose of securing
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business. For breach or violation of this warranty, LOCAL AGENCY 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.
ARTICLE XXIII DISPUTES
Prior to either party commencing any legal action under this AGREEMENT, the parties agree to try in good faith,
to settle any dispute amicably between them. If a dispute has not been settled after forty-five (45) days of good -
faith negotiations and as may be otherwise provided herein, then either party may commence legal action against
the other.
A. Any dispute, other than audit, concerning a question of fact arising under this AGREEMENT that is not
disposed of by agreement shall be decided by a committee consisting of LOCAL AGENCY's Contract
Administrator and other LOCAL AGENCY representatives who may consider written or verbal information
submitted by CONSULTANT.
B. Not later than thirty (30) days after completion of all work under the AGREEMENT, CONSULTANT may
request review by LOCAL AGENCY Governing Board of unresolved claims or disputes, other than audit. The
request for review will be submitted in writing.
C. Neither the pendency of a dispute, nor its consideration by the committee will excuse CONSULTANT from
full and timely performance in accordance with the terms of this AGREEMENT.
ARTICLE XXIV INSPECTION OF WORK
CONSULTANT and any subconsultant shall permit LOCAL AGENCY, 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.
ARTICLE XXV 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. CONSULTANT personnel shall wear
hard hats and safety vests at all tirnes while working on the construction project site.
B. Pursuant to the authority contained in Vehicle Code §591, 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. CONSULTANT must have a Division of Occupational Safety and Health (CAL -OSHA) permit(s), as outlined
in California Labor Code §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 (5) feet or deeper.
ARTICLE XXVI OWNERSHIP OF DATA
A. It is mutually agreed that all materials prepared by CONSULTANT under this AGREEMENT shall become
the property of LOCAL AGENCY, and CONSULTANT shall have no property right therein whatsoever.
Immediately upon termination, LOCAL AGENCY shall be entitled to, and CONSULTANT shall deliver to
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LOCAL AGENCY, reports, investigations, appraisals, inventories, studies, analyses, drawings and data
estimates performed to that date, whether completed or not, and other such materials as may have been
prepared or accumulated to date by CONSULTANT in performing this AGREEMENT which is not
CONSULTANT's privileged information, as defined by law, or CONSULTANT's personnel information,
along with all other property belonging exclusively to LOCAL AGENCY which is in CONSULTANT's
possession. Publication of the information derived from work performed or data obtained in connection with
services rendered under this AGREEMENT must be approved in writing by LOCAL AGENCY.
B. Additionally, it is agreed that the Parties intend this to be an AGREEMENT for services and each considers
the products and results of the services to be rendered by CONSULTANT hereunder to be work made for
hire. CONSULTANT acknowledges and agrees that the work (and all rights therein, including, without
limitation, copyright) belongs to and shall be the sole and exclusive property of LOCAL AGENCY without
restriction or limitation upon its use or dissemination by LOCAL AGENCY.
C. Nothing herein shall constitute or be construed to be any representation by CONSULTANT that the work
product is suitable in any way for any other project except the one detailed in this AGREEMENT. Any
reuse by LOCAL AGENCY for another project or project location shall be at LOCAL AGENCY's sole risk.
D. Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as
appropriate (48 CFR 27 Subpart 27.3 - Patent Rights under Government Contracts for federal -aid contracts).
E. LOCAL AGENCY may permit copyrighting reports or other agreement products. If copyrights are
permitted; the AGREEMENT shall provide that the FHWA shall have the royalty -free nonexclusive and
irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the work for
government purposes.
ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY's CONSTRUCTION CONTRACTOR
A. If claims are filed by LOCAL AGENCY's construction contractor relating to work performed by
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 AGREEMENT.
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 AGREEMENT in order to resolve the construction claims.
ARTICLE XXVIII CONFIDENTIALITY OF DATA
A. All financial, statistical, personal, technical, or other data and information relative to LOCAL AGENCY's
operations, which are designated confidential by LOCAL AGENCY and made available to CONSULTANT in
order to carry out this AGREEMENT, shall be protected by CONSULTANT from unauthorized use and
disclosure.
B. Permission to disclose infornation on one occasion, or public hearing held by LOCAL AGENCY relating to
the AGREEMENT, shall not authorize CONSULTANT to further disclose such information, or disseminate
the same on any other occasion.
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C. CONSULTANT shall not comment publicly to the press or any other media regarding the AGREEMENT or
LOCAL AGENCY's actions on the same, except to LOCAL AGENCY'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. 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
LOCAL AGENCY, and receipt of LOCAL AGENCY'S written permission.
E. All information related to the construction estimate is confidential and shall not be disclosed by
CONSULTANT to any entity, other than LOCAL AGENCY, Caltrans, and/or FHWA. All of the materials
prepared or assembled by CONSULTANT pursuant to performance of this AGREEMENT are confidential
and CONSULTANT agrees that they shall not be made available to any individual or organization without
the prior written approval of LOCAL AGENCY or except by court order. If CONSULTANT or any of its
officers, employees, or subcontractors does voluntarily provide information in violation of this
AGREEMENT, LOCAL AGENCY has the right to reimbursement and indemnity from CONSULTANT for
any damages caused by CONSULTANT releasing the information, including, but not limited to, LOCAL
AGENCY's attorney's fees and disbursements, including without limitation experts' fees and disbursements.
ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION
In accordance with Public Contract Code §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
CONSULTANT's performance will be evaluated by LOCAL AGENCY.A copy of the evaluation will be sent to
CONSULTANT for comments. The evaluation together with the comments shall be retained as part of the
AGREEMENT record.
ARTICLE XXXI RETENTION OF FUNDS
No retainage will be held by the LOCAL AGENCY from progress payments due the CONSULTANT. Any
retainage held by the CONSULTANT or subconsultants from progress payments due subconsultants shall be
promptly paid in full to subconsultants within thirty (30) days after the subconsultant's work is satisfactorily
completed. Federal law (49 CFR §26.29) requires that any delay or postponement of payment over thirty (30)
calendar days may take place only for good cause and with the LOCAL AGENCY's prior written approval. Any
violation of this provision shall subject the violating CONSULTANT or subconsultant to the penalties, sanctions
and other remedies specified in Business and Professions Code §7108.5. These requirements shall not be construed
to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the CONSULTANT
or subconsultant in the event of a dispute involving late payment or nonpayment by the CONSULTANT, deficient
subconsultant performance, or noncompliance by a subconsultant. This provision applies to both DBE and non -
DBE CONSULTANT and subconsultants.
Page 19 of 21
ARTICLE XXXII NOTIFICATION
All notices hereunder and communications regarding interpretation of the terms of this AGREEMENT 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.
Kevin Aguigui, Project Manager
1300 Clay Street, Suite 325
Oakland, CA 94612
LOCAL AGENCY: City of San Rafael
Bill Guerin, Contract Administrator
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 perforin in accordance with the terms and
conditions of this AGREEMENT as evidenced by the signatures below.
ARTICLE XXXIV NO THIRD PARTY BENEFICIARIES
LOCAL AGENCY and CONSULTANT do not intend, by any provision of this contract, to create in any third party,
any benefit or right owed by one party, under the terms and conditions of this AGREEMENT, to the other party.
ARTICLE XXXV COSTS AND ATTORNEY'S FEES
The prevailing party in any action brought to enforce the terns 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.
ARTICLE XXXVI LOCAL AGENCY BUSINESS LICENSE / OTHER TAXES
CONSULTANT shall obtain and maintain during the duration of this contract, a LOCAL AGENCY business license
as required by the San Rafael Municipal Code. 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 contract,
until CONSULTANT has provided LOCAL AGENCY with a completed Internal Revenue Service Fonn W-9 (Request
for Taxpayer Identification Number and Certification).
ARTICLE XXXVII WAIVERS
The waiver by either party of any breach or violation of any teen, covenant or condition of this AGREEMENT, or of
any ordinance, law or regulation, shall not be deemed to be a waiver of any other tern, 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, perfonnance, or other consideration which
Page 20 of 21
may become due or owing under this AGREEMENT, shall not be deemed to be a waiver of any preceding breach or
violation by the other party of any teen, condition, covenant of this contract or any applicable law, ordinance or
regulation.
ARTICLE XXXVIII APPLICABLE LAW
The laws of the State of California shall govern this 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, indenmify and hold harmless LOCAL AGENCY, its officers, agents and
employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance
or violation of any laws, ordinances, codes or regulations.
ARTICLE XXXIX SIGNATURES
CITY OF SAN RAFAEL
Ji Sch tz
Ci ager
ATTEST:
LINDSAY LARA
City Clerk
APPROVED AS TO FORM:
ROBERT F. EPSTEIN
City Attorney
KIMLEY-HORN AND ASSOCIATES, INC.
and
KIMLEY-HORN AND ASSOCIATES, INC.
Title: Assistant Secretary
Page 21 of 21
By:
Title: Assistant Secretary
Page 21 of 21
Exhibit A
Third Street Safety Improvements Project
Federal Project No. HSIPL 5043 (043)
Revised Scope of Work
December 5, 2019
Task 1: Project Management and Coordination
Kimley-Horn will provide project management and quality control for delivery of high-quality
products within budget and on schedule. We will also coordinate closely with the Third Street
Rehabilitation Project through attendance at monthly meetings. We have assumed that Kimley-
Horn will attend up to twelve (12) face-to-face meetings with the City and/or the City's
consultant leading the Third Street Rehabilitation Project. These meetings can either be
coordination meetings with the Third Street Rehabilitation Team, meetings on the Third Street
Safety Improvements project, or other meetings with the City or other stakeholders.
We will prepare monthly progress reports, invoices, and updated project schedules that will
reflect our progress on the detailed design. Progress reports provided with each invoice will, at a
minimum, include:
• A summary of work completed and an updated percent complete for each task
• Budget status for tasks
• Issues that have been identified along with possible resolutions
• Identification of any out -of -scope work that may have an impact on the scope, schedule,
and/or budget of the project
If an unforeseen issue arises, Kimley-Horn will address the City to ensure everyone is in
agreement for next steps before resuming work
Deliverables:
• Monthly progress reports, invoices, and project schedule updates
• Meeting agendas and minutes for up to twelve (12) design coordination meetings
Task 2: Design
As part of this task, the Kimley-Horn team will complete the full design of the project using the
City's 35% design as a basis. Additionally, the Kimley-Horn team will study, and potentially
incorporate, comments City staff received during the August 2019 Bicycle and Pedestrian
Advisory Committee (BPAC). The City's 35% design did not yet incorporate boundary survey on
the south side of Third Street at the intersections of Lindaro Street and Ritter Street or
topographic survey on the south side of Third Street between Irwin Street and Grand Avenue.
This additional survey work will be City -furnished for the Kimley-Horn team to incorporate into
the AutoCAD base mapping.
We will conduct a detailed site visit that will focus on identifying any issues such as right-of-way
constraints, environmental concerns, accessibility, and drainage. We will conduct this site visit
with City staff if necessary. Our findings will be summarized in a brief memo documenting the
issues and any recommendations identified at the time.
Kimley 0 Horn Page 1
Third Street Safety Improvements Project
Federal Project No. HSIPL 5043 (043)
Revised Scope of Work
December 5, 2019
Coordination with regulatory agencies — we will focus on coordination with all agencies involved
in the development of this project. The City will provide a list of contact information for relevant
stakeholders to coordinate with.
Lighting Analysis
We will perform lighting analyses at each of the five project intersections focusing on the
photometrics and lighting levels using the City's standard luminaries. We will confirm that
minimum lighting levels and uniformity ratios are met, providing the City with recommendations
on light placement in order to meet these minimums.
We will prepare a lighting analysis summary memorandum including the photometrics output
and documentation on compliance with guidelines. This analysis will be updated for each of the
design stage submittals (65%, 95% and 100% designs).
Public Outreach
Our team will assist the City in conducting public outreach for the project. Kimley-Horn, together
with our subconsultant Lowe Consulting Group, will coordinate public outreach as directed by the
City.
The Kimley-Horn team will reach out to pertinent regulatory agencies, stakeholders, and the
public. This outreach will include participation in up to three (3) meetings with some or all of
the following groups:
• Project stakeholders
• SMART
• San Rafael High School
• Business/property owners
• Transit agencies
• BPAC
• City Council
This public outreach may be in the form of public meetings, workshops, City Council, and other
meetings. Per the City's direction, we will assume that the public outreach may include a total of
two meetings. The Kimley-Horn team will coordinate with the City and the City's consultant
leading the Third Street Rehabilitation Project to ensure the two City projects on Third Street are
seamlessly coordinated and that the public message is consistent. We will provide maps, graphics,
and narratives to the City for use on their web page to inform the community of the project's
progress.
Pavement Assessment
The City's consultant leading the Third Street Rehabilitation Project will likely retain Pavement
Engineering, a pavement design consultant, to perform deflection testing and analysis
Kimley >> Horn Page 2
Third Street Safety Improvements Project
Federal Project No. HSIPL 5043 (043)
Revised Scope of Work
December 5, 2019
consistent with California Test Method 356 and the California Highway Design Manual Chapter
630, topic 635. At select intervals along Third Street between Miracle Mile and Lindaro Street,
Pavement Engineering will core the pavement to determine the existing thickness. In addition
to deflection testing, they will quantity and qualify the engineering properties of the subgrade.
The Kimley-Horn team will review and extract applicable test results from this other City project
to the Third Street Safety Improvement Project for the purpose of assisting in pavement design
as directed by the City. Pavement related improvements will be included in the construction
drawings prepared by the Kimley-Horn team.
Utility Survey
The City will furnish the Kimley-Horn team with a ground penetrating radar (GPR) scan along
Third Street between Lindaro Street and Union Street and on Grand Avenue between Second
Street and Fourth Street to locate horizontally and vertically the existing utilities as well as any
underlying concrete slab below the asphalt surfaced roadway.
The City will request facility mapping and/or as-builts from the local utility companies. The
Kimley-Horn team will review the facility maps and GPR scan to confirm underground and aerial
utility lines included in the City's 35% design are correctly shown in their approximate locations.
Where necessary, the Kimley-Horn team will map additional underground utilities, especially on
Third Street between Irwin Street and Grand Avenue.
PS&E Documents
We will prepare the 65% and 95% design packages and the final bid documents, including traffic
signal interconnect (fiber optic) plan sheets. These sheets will include at a minimum, fiber cable
routing, fiber optic splice diagrams, and other related details and documents. The design
packages and bid documents will include technical specifications/special provisions as well as a
detailed cost estimate for the proposed improvements.
The cost estimate will be provided in the format of the schedule of bid items. Final bid documents
will be developed incorporating comments from all previous reviews provided by the City; these
documents will include signatures of the engineer -in -charge of the design.
Using the City's 35% design plans as a basis, Kimley-Horn will revise the drawings and produce
the 65% PS&E documents. The 65% construction cost estimate will include bid item detailed
breakdowns including measurement and payment provisions, which will be included in the
project specifications.
We will submit 65% PS&E to the City in PDF format, via e-mail. While the Kimley-Horn team will
allocate up to three weeks for the City to review the 65% submittal, the team understands that
the City may wish to bring the 65% plans before the BPAC in which case additional review time
will be necessary. We will meet with the City to review 65% PS&E comments and to receive
Kimley » Horn Page 3
Third Street Safety Improvements Project
Federal Project No. HSIPL 5043 (043)
Revised Scope of Work
December 5, 2019
further direction to complete the 95% design. Kimley-Horn will prepare meeting agenda and
notes. The anticipated breakdown of sheets for the 65% plans is as follows:
• Title Sheet
• General Note Sheet
• Demolition Plan Sheets
• Construction Layout Sheets
• Pavement Rehabilitation Sheets
• Grading and Drainage Sheets
• Construction Detail Sheets
• Traffic Signal Removal Sheets (if not included on the Traffic Signal Modification Sheets)
• Traffic Signal Modification Sheets
• Traffic Signal Schedule Sheets
• Traffic Signal Interconnect Sheets (Fiber Optic)
• Signing and Striping Sheets
• Electrical Detail Sheets
• Traffic Handling/Management Sheets
Based on the City's comments and direction on the 65% PS&E, Kimley-Horn will revise the 65%
PS&E to produce the 95% PS&E submittal. We will prepare a 65% comment response matrix and
allocate up to three weeks for City review of the 95% submittal.
Kimley-Horn will make any necessary revisions to the 95% submittal to develop the 100% (Bid)
Documents, plans and specifications, and submit to the City. Bid documents will be wet sealed
and signed by the Engineer of Record. Bid plans will be plotted full size (22"x34") on bond
paper.
Deliverables.-
0
eliverables:• Lighting analyses exhibits and memorandum (65%,95% and 100%)
• 65% PS&E submittal set in PDF format
• 95% PS&E submittal set in PDF format
• Final Bid submittal in PDF format as well as one full size, wet sealed set of plans
• Public outreach materials, including agendas, minutes, display boards, etc.
• PS&E Checklist (Caltrans LAPM Exhibit 12-D)
Task 3: Environmental Compliance and Permitting
Kimley-Horn will prepare all appropriate environmental documentation. This will include all
pertinent National Environmental Policy Act (NEPA) and California Environmental Quality Act
(CEQA) documents and any associated technical studies required. Kimley-Horn will prepare,
submit, and obtain all required permits and environmental documentation required by State,
local, or jurisdictional agencies.
Kimley » Horn Page 4
Third Street Safety Improvements Project
Federal Project No. HSIPL 5043 (043)
Revised Scope of Work
December 5, 2019
In addition, we will coordinate with the Federated Indians of Graton Rancheria (FIGR) regarding
any potential cultural resources. This will include preparation of any exhibits and letters
necessary to address any concerns during construction. The Kimley-Horn team will be
completing this task with the assistance of Archaeological Historical Consultants (A/HC). Aside
from coordinating with the FIGR, some of the anticipated efforts identified by A/HC include the
preparation of an Archaeological Survey Report (ASR) and a Historic Properties Survey Report
(HPSR).
The Kimley-Horn team understands that the City's consultant leading the Third Street
Rehabilitation Project is required to provide CEQA on Third Street from Miracle Mile to Grand
Avenue. The Kimley-Horn team will provide any cultural resource reports to the other consultant
team for inclusion in their CEQA documents. Likewise, relevant information from the other
consultant team will be shared with the Kimley-Horn team.
Deliverables:
• Preliminary and final permit applications
• Preliminary and final NEPA/CEQA documentation
• Documentation of FIGR resources to be addressed during construction
Task 4: Right -of -Way Certification
In this task, Kimley-Horn will ensure that the City obtains Caltrans approved Right of Way
Certification (LAPM Exhibit 13-13). As a result of street resurfacing on Third Street within Caltrans
right of way and since MMWD's water main installation may be part of the City's project, also
within Caltrans right of way, the Kimley-Horn team will prepare and submit for a Caltrans
encroachment permit. As noted in the City's RFP, it is anticipated that the team will address and
resolve up to three rounds of Caltrans -furnished comments on the PS&E package. Any
conditions of approval that Caltrans requires will be incorporated into the contract documents.
Street resurfacing on Third Street will encroach within Sonoma -Marin Area Rail Transit (SMART)
right of way. As such, this task also includes coordination with SMART for procurement of a
Right of Entry Permit with any associated fees to be paid directly to SMART by the City. Any
conditions of approval that SMART requires will be incorporated into the contract documents.
Utility Coordination
As noted in Task 2, Utility Survey subsection, the City will request facility mapping and/or as-
builts from the local utility companies for inclusion into the design plans.
Kimley-Horn will review plans to confirm no conflicts exist between proposed improvements
(e.g., traffic signal pole foundations, curb ramp improvements, catch basins, etc.) and existing
utilities. Kimley-Horn will assist the City with negotiating with utilities for relocation or
adjustment work, including creating displays and attending meetings.
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Third Street Safety Improvements Project
Federal Project No. HSIPL 5043 (043)
Revised Scope of Work
December 5, 2019
Kimley-Horn will coordinate with the necessary utility agencies to identify potential conflicts.
Should there be any potential utility conflicts identified, Kimley-Horn will draft Notice to Owner
(NTO) letters. Upon approval from the Caltrans Local Assistance Right of Way Programs, the
NTO will be sent to the City for City submittal of the NTO to the utility agencies.
Kimley-Horn will prepare any necessary utility mapping with proposed improvements to any
relocated/adjusted facilities. We will draft Utility Notification letters to the utility companies
showing limits of the relocation/adjustment. These notifications will be included with the NTOs
and sent to the City for signatures.
The Kimley-Horn team understands that designs prepared by the San Rafael Sanitation District
(SRSD) and Marin Municipal Water District (MMWD) for sewer and water improvements,
respectively, may be included in the plan set for this project. We will coordinate with the City,
and the utility district's respective design consultants (if applicable) on how to incorporate these
third -party construction plans into this project for the purpose of having one contractor for both
the transportation and sewer/water improvements along this segment of the corridor.
The Kimley-Horn team will coordinate in conference calls with SRSD and MMWD as necessary to
ensure a seamless, single project from the public's perspective. This task also includes
preparation of Utility Agreements with SRSD and MMWD per Caltrans Local Assistance
Procedures Manual requirements. City staff will prepare and mail a letter to property owners
along the project corridor requesting they televise and/or rehabilitate privately owned sewer
laterals prior to any street resurfacing or rehabilitation.
Based upon a utility coordination meeting held at the Department of Public Works on October
31, 2019, it is not anticipated that Comcast or AT&T will have a major role in this project with the
exception of coordination for minor adjustments of utility boxes within sidewalks. If Comcast or
AT&T facilities are impacted, the Kimley-Horn team will coordinate with these utilities per
Caltrans Local Assistance Procedures Manual requirements to the extent feasible without
requesting additional budget. Should Comcast or AT&T coordination require more than a total
of ten man-hours combined between the two utilities, additional coordination will be considered
out of scope work to be performed at an additional fee.
Rights to Enter
Our team will prepare standard right to enter for improvements located on private property
such as conforms to sidewalk and driveway within the public right of way. This will include a
plat map and standard City form for up to five (5) locations. We will meet with the property
owners and coordinate their signature of the agreement.
Easement Acquisition Assistance
To accommodate sidewalk, curb ramp, or retaining curbs/walls (if necessary), the project may
require acquisition of temporary construction easements or right of way acquisition. For two (2)
locations, we will complete the following:
Kimley >> Horn
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Third Street Safety Improvements Project
Federal Project No. HSIPL 5043 (043)
Revised Scope of Work
December 5, 2019
1) Boundary Survey. Our team will complete a formal boundary survey at each location
requiring an easement. We will provide a copy of the survey to the property owner for
their record.
2) Record of Survey. If the boundary determined by our team is not consistent with record
information, we will file a record of survey with the County as required by the California
law. We assume two will be required for this project.
3) Mapping: Our team will prepare a plat map and legal description for each location.
4) Nominal Value Waiver. Our team acquisition representative will prepare a Waiver
Valuation in lieu of an appraisal, to evaluate the fair market value of the easement. The
owner or a designated representative will be invited to accompany the representative
during the inspection of the property. Waiver valuations are not appraisals and cannot
be used to support an eminent domain proceeding.
5) Negotiations/ Acquisitions/ Closure: Our team will prepare acquisition documents,
including, offer letter, valuation summary statement, summary statement pertaining to
the acquisition of real property or an interest therein, purchase agreement, deed and
public acquisition brochure. If settlement with owners and other required interests is
reached, our team will prepare a Memorandum of Settlement for transmittal. Our team
will establish with the City a process of coordinating escrow closings and reviewing
escrow instructions.
6) Right of Way Certification: Our team will provide Caltrans Right of Way Certification
support. Our team will prepare a Draft Right of Way Certification for approval by the City,
in accordance with the Caltrans Right of Way Manual. Supporting documentation will be
submitted along with the Right of Way Certification (e.g. right of way contracts, diary
notes, Right of Way Sufficiency forms, Agreements for Possession and Use, and deeds).
Deliverables:
• Utility Coordination Letters
• Notice to Owner (NTO) as necessary
• Caltrans Encroachment Permit
• Utility Agreements with SRSD and MMWD
• SMART Right of Entry Permit Coordination
• Rights to Enter
• Boundary Survey for Two Properties
• Record of Survey for Two Properties
• Appraisal and Acquisition for up to Two Temporary and/ or Permanent Construction
Easements
• Caltrans approved Right -of -Way Certification (Exhibit 13-B)
Kimley »Horn Page
Third Street Safety Improvements Project
Federal Project No. HSIPL 5043 (043)
Revised Scope of Work
December 5, 2019
Assumptions
1) The detailed designs will be developed for the improvements between Grand Avenue
and Lindaro Street.
2) Environmental CEQA documents will be prepared by others. Kimley-Horn will provide
applicable information to support those documents, primarily on cultural resources.
3) No geotechnical studies or reports will be included in this scope of services
4) No additional traffic data collection or analysis is required.
5) The following applies to the right of way engineering phase:
a) The scope of work includes up to two easements.
b) The project will not impact structures and not displace occupants.
c) No preliminary title reports will be necessary.
d) No permanent right of way acquisition will be required.
6) The Waiver Valuations will be appropriate, and no parcels will require formal
appraisal/acquisition services for Government Code offers.
Kimley >) Horn Page 8
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