HomeMy WebLinkAboutCC Resolution 13913 (TAM Grant Transit Center Relocation)RESOLUTION APPROVING A PROFESSIONAL SERVICES AGREEMENT
WITH KIMLEY-HORN CONSULTANTS IN AN AMOUNT NOT TO EXCEED
$270,000 FOR WORK RELATED TO THE TAM GRANT FOR THE FULL OR
PARTIAL RELOCATION OF THE SAN RAFAEL TRANSIT CENTER DUE TO
IMPACT OF SMART RAIL OPERATIONS
WHEREAS, in 2004, the City Council adopted General Plan 2020, which
included a number of policies related to the two planned Sonoma Marin Area Rail Transit
("SMART") rail stations in San Rafael, to be located in Downtown and at the Civic
Center; and
WHEREAS, staff pursued grant funding for planning the areas around these
stations consistent with General Plan 2020 policies and programs including: G -23b
Grants, NH -88a Transit Oriented Development, NH 88b Safe Walkways and Bikeways,
NH 36 Hetherton Office District, C17 Regional Transit Options and SMART, C18 Local
Transit Options and C20 Intermodal Transit flubs; and
WHEREAS, in 2009, City staff and staff from other agencies met to prepare and
submit a Station Area Plan grant application to the Metropolitan Transportation
Commission ("MTC"). The public agency partners for the Downtown Station Area Plan
were the City of San Rafael, SMART, Golden Gate Bridge Highway and Transportation
District, Marin Transit District and the Transportation Authority of Marin ("TAM"),
collectively the Joint Project Team ("JPT"); and
WHEREAS, the JPT partner agencies provided grant matching funds in the
amount of $97,000. The City of San Rafael provided matching funds of $1,000, SMART
provided $41,000, Golden Gate Bridge Highway and Transportation District provided
$33,000, Marin Transit District provided $20,000, and the Transportation Authority of
Marin provided $2,000; and
WHEREAS, on May 3, 2010, the City Council authorized the City Manager to
Accept and Expend a Grant in the Amount of $528,000 from the Metropolitan
Transportation Commission for Station Area Plans for the Downtown and Civic Center
San Rafael Stations, of which a total of $488,000 was for the Downtown Station Area
Plan; and
WHEREAS, the City Council appointed the Citizens Advisory Committee on
Economic Development and Affordable Housing, formerly the Citizens' Advisory
Committee on Redevelopment ("CAC") which represents neighborhood, business, and
property owners in San Rafael, including the Downtown, to work with the community to
develop the Downtown San Rafael Station Area Plan and to advise the City Council on
such Area Plan; and
WHEREAS, between July 2010 and March 2012, the CAC worked on the Draft
Station Area Plan at sixteen meetings; reviewed background data; participated in two
walking tours of the area; hosted two community outreach workshops, and a series of
presentations on the Draft Station Area Plan including presentations to the Boards of
TAM and Marin Transit, the Transportation Committee of the Golden Gate Bridge and
Transportation District, and the San Rafael Design Review Board and the San Rafael
Planning Commission; and
WHEREAS, on April 2, 2012, the CAC presented its recommended Downtown
San Rafael Station Area Plan to the City Council, and the City Council accepted the Plan;
and
WHEREAS, on April 2, 2012 the City Council of the City of San Rafael also
directed staff to pursue implementation of the Station Area Plan as infrastructure grant
funding and staff resources became available; and
WHEREAS, in December 2013, the City of San Rafael in conjunction with the
Golden Gate Bridge and Highway District, the owner of the Bettini Transit Center, and
Marin Transit applied to TAM for a Priority Development Area ("PDA") grant to study
options for an integrated transit center in Downtown San Rafael. This study is necessary
due to negative impact on the existing Bettini Center from the future SMART extension
to Larkspur; and
WHEREAS, in December 2013, the City of San Rafael also applied to TAM for
a Priority Development Area ("PDA") grant to study parking and way finding in and
around the Downtown SMART Station; and
WHEREAS, TAM approved funds in the amount of $288,320 including a
required "local match" in the amount of $33,330 for further studies related to the
relocation of the transit center and $251,573 including a $29,082 local match for the
parking and way finding study.
WHEREAS, there are sufficient funds in the General Fund to support the
$33,330 required match for the transit center relocation study, and there are sufficient
funds in the Parking Fund to support the $29,082 required match for the parking study;
WHEREAS, on December 1, 2014 the San Rafael City Council accepted a grant
from TAM pursuant to cooperative funding agreement No. 2014-019 between the City of
San Rafael and TAM for the two grants;
WHEREAS, the City Council's action on December 1, 2014 to accept the two
grants from TAM pursuant to cooperative funding agreement No. 2014-019, also
approved the appropriation of $33,330 from the General Fund for the required local
match for this contract; and
WHEREAS, City staff worked with TAM staff to establish a Disadvantaged
Business Enterprise ("DBE) goal of 6% for this consulting contract; and
WHEREAS, on February 24, 2015, a team consisting of staff from the City of
San Rafael, Golden Gate Bridge Highway and Transportation District, Marin Transit
District interviewed three consulting firms for the Transit Center relocation study and
Kimley Horn received the highest ranking;
WHEREAS, The Kimley Horn cost proposal for transit center relocation was for
a total of $266,097.93 including work conducted by Strategic Economics, Inc. (DBE)
firm whose work represents 15.62% of the total contract amount.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
San Rafael approves and authorizes the City Manager to execute a contract with Kimley-
Horn for the transit center relocation in an amount not to exceed $270,000 in a form
approved by the City Attorney;
I, ESTHER BEIRNE, 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 City Council of said City held on Monday, the twentieth day of April, 2015 by the
following vote, to wit:
AYES: COUNCILMEMBERS: Bushey, Colin, Gamblin and Vice -Mayor McCullough
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Mayor Phillips
ESTHER BEIRNE, City Clerk
AGREEMENT
FOR PROFESSIONAL SERVICES WITH EDIILEY-HORN AND ASSOCIATES, INC.
FOR SAN RAFAEL TRANSIT CENTER RELOCATION STUDY
ARTICLE I INTRODUCTION
A. This Agreement is entered into the first of May 2015, 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: I DALEY-HORN AND
ASSOCIATES, INC.
Incorporated in the State of NORTH CAROLINA
The Project Manager for the "CONSULTANT" will be ADAM DANKBERG
The name of the "LOCAL AGENCY" is as follows:THE CITY OF SAN
RAFAEL
The Contract Manager for the LOCAL AGENCY will be STEPHANIE
LOVETTE
B. The work to be performed under this contract is described in Article Il entitled Statement of Work.
C. CONSULTANT shall indemnify, release, defend and hold harmless LOCAL AGENCY, its officers,
and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind,
including attorney's fees, arising out of or resulting in any way, in whole or in part, fiom any acts or
omissions, intentional or negligent, of CONSULTANT or CONSULTANT's officers, agents and
employees in the performance of their duties and obligations under this Agreement.
Where the services to be provided by CONSULTANT under this Agreement are design professional
services to be performed by a design professional as that term is defined under Civil Code Section
2782.8, CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend and
hold harmless LOCAL AGENCY, its officers, and employees, against any claim, demand, suit,
judgment, loss, liability or expense of any kind, including attorney's fees, that arises out of, pertains
to, or relates to the negligence, recklessness, or willful misconduct of CONSULTANT in the
performance of its duties and obligations under this Agreement.
D. CONSULTANT and the agents and employees of CONSULTANT, in the performance of this
agreement, shall act in an independent contractor capacity and not as officers or employees or agents
of the LOCAL AGENCY.
E. The LOCAL AGENCY may terminate this agreement with CONSULTANT should CONSULTANT
fail to perform the covenants herein contained at the time and in the manner herein provided. lin the
event of such termination, the LOCAL AGENCY may proceed with the work in any manner deemed
proper by the LOCAL AGENCY. If the LOCAL AGENCY terminates this agreement with the
CONSULTANT, LOCAL AGENCY shall pay CONSULTANT as set forth in Article VI.
F. Without the written consent of the LOCAL AGENCY, this agreement is not assignable by
CONSULTANT either in whole or in part.
G. No alteration or variation of the terms of this contract shall be valid, unless made in writing and
signed by the parties hereto; and no oral understanding or agreement not incorporated herein, shall be
binding on any of the parties hereto.
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C. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the
approved Cost Proposal.
D. When milestone cost estimates are included in the approved Cost Proposal, CONSULTANT shall
obtain prior written approval for a revised milestone cost estimate from the Contract Manager before
exceeding such cost estimate.
E. Progress payments will be made monthly in arrears based on services provided and allowable
incurred costs. CONSULTANT's fixed fee will be included in the monthly progress payments as
shown in Exhibit B. If CONSULTANT fails to submit the required deliverable items according to the
schedule set forth in the Statement of Work, LOCAL AGENCY shall have the right to delay payment
or terminate this Contract in accordance with the provisions of Article VI Termination.
F. No payment will be made prior to approval of this contract, nor for any work performed prior to
approval of this contract.
G. CONSULTANT will be reimbursed, as promptly as fiscal procedures will permit upon receipt by
LOCAL AGENCY's Contract Manager of itemized invoices in triplicate. Invoices shall be submitted
no later than 45 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 contract
number and project title. Final invoice must contain the final cost and all credits due LOCAL
AGENCY including any equipment purchased under the provisions of Article XVI Equipment
Purchase of this contract. The final invoice should be submitted within 60 calendar days after
completion of CONSULTANT's work. Invoices shall be mailed to LOCAL AGENCY's Contract
Manager at the following address:
City of San Rafael
Attn: Stephanie Lovette
P.O. Box 151560
San Rafael, CA 94915-1560
H. The total amount payable by LOCAL AGENCY including the fixed fee shall not exceed Two -
Hundred Seventy -Thousand Dollars ($270,000.00).
I. 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.
J. All subcontracts in excess of $25,000 shall contain the above provisions.
K. No retainage will be withheld by the Local Agency from progress payments due the consultant.
Retainage by the consultant or subconsultants is prohibited, and no retainage will be held by the
consultant from progress due subconsultants. Any violation of this provision shall subject the
violating consultant or subconsultants to the penalties, sanctions, and other remedies specified in
Section 7108.5 of the California Business and Professions Code. This requirement shall not be
construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available
to the consultant or subconsultant in the event of a dispute involving late payment or nonpayment by
the consultant or deficient subconsultant performance, or noncompliance by a subconsultant. This
provision applies to both DBE and non -DBE consultants and subconsultants.
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ARTICLE IX DISADVANTAGED BUSINESS ENTERPRISES (DBE) PARTICIPATION
A. This contract is subject to 49 CFR, Part 26 entitled "Participation by Disadvantaged Business
Enterprises in Department of Transportation Financial Assistance Programs". Consultants who
obtain DBE participation on this contract will assist Caltrans in meeting its federally mandated
statewide overall DBE goal.
B. The goal for DBE participation for this contract is 6.00%. DBE participation under this Agreement
shall be in accordance with the Consultant Contract BDE hiformation, attached hereto as
Exhibit E/Exhibit 10-02. If a DBE subconsultant is unable to perform, CONSULTANT must make a
good faith effort to replace him/her with another DBE subconsultant, if the goal is not otherwise met.
C. DBEs and other small businesses, as defined in 49 CFR, Part 26 are encouraged to participate in the
performance of contracts financed in whole or in part with federal Rinds. CONSULTANT or
subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the
performance of this contract. CONSULTANT shall carry out applicable requirements of 49 CFR, Part
26 in the award and administration of US DOT -assisted agreements. Failure by CONSULTANT to
carry out these requirements is a material breach of this contract, which may result in the termination
of this contract or such other remedy as LOCAL AGENCY deems appropriate.
D. Any subcontract entered into as a result of this contract shall contain all of the provisions of this
Article.
E. A DBE firm may be terminated only with prior written approval from LOCAL AGENCY and only
for the reasons specified in 49 CFR 26.53(f). Prior to requesting LOCAL AGENCY consent for the
termination, CONSULTANT must meet the procedural requirements specified in 49 CFR 26.53(f).
F. A DBE performs a Commercially Useful Function (CUF) when it is responsible for execution of the
work of the contract and is carrying out its responsibilities by actually performing, managing, and
supervising the work involved. To perform a CUF, the DBE must also be responsible with respect to
materials and supplies used on the contract, for negotiating price, determining quality and quantity,
ordering the material, and installing (where applicable) and paying for the material itself. To
determine whether a DBE is performing a CUF, evaluate the amount of work subcontracted, industry
practices, whether the amount the firm is to be paid under the, contract is commensurate with the
work it is actually performing, and other relevant factors.
G. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction,
contract, or project through which funds are passed in order to obtain the appearance of DBE
participation. hn determining whether a DBE is such an extra participant, examine similar
transactions, particularly those in which DBEs do not participate.
H. If a DBE docs not perform or exercise responsibility for at least thirty percent (30%) of the total cost
of its contract with its own work force, or the DBE subcontracts a greater portion of the work of the
contract than would be expected on the basis of normal industry practice for the type of work
involved, it will be presumed that it is not performing a CUF.
I. CONSULTANT shall maintain records of materials purchased or supplied from all subcontracts
entered into with certified DBEs. The records shall show the name and business address of each DBE
or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The
records shall show the date of payment and the total dollar figure paid to all ferns. DBE consultants
shall also show the date of work performed by their own forces along with the corresponding dollar
value ofthe•work.
J. Upon completion of the Contract, a summary of these records shall be prepared and submitted on the
form entitled, "Final Report -Utilization of Disadvantaged Business Enterprise (DBE), Fust -Tier
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it's certified public accountants (CPA) work papers that are pertinent to the contract and indirect cost
rates ("ICR') for audit, examinations, excerpts, and transactions, and copies thereof shall be furnished if
requested.
Subcontracts in excess of $25,000 shall contain this provision.
ARTICLE XIII DISPUTES
A. Any dispute, other than audit, concerning a question of fact arising under this contract that is not
disposed of by agreement shall be decided by a committee consisting of LOCAL AGENCY's
Contract Manager and other City representatives, who may consider written or verbal information
submitted by the CONSULTANT.
B. Not later than 30 days after completion of all deliverables necessary to complete the plans,
specifications and estimate, CONSULTANT may request review by the LOCAL AGENCY
Governing Board of unresolved claims or disputes, other than audit. The request for review will be
submitted in writing.
C. Neither the pendency of a dispute, nor its consideration by the committee will excuse the
CONSULTANT from full and timely performance in accordance with the terms of this contract.
ARTICLE XIV AUDIT REVIEW PROCEDURES
A. Any dispute concerning a question of fact arising under an interim or post audit of this contract that is
not disposed of by agreement, shall be reviewed by the LOCAL AGENCY'S Finance Director. Not
later than 30 days after issuance of the final audit report, CONSULTANT may request a review by
LOCAL AGENCY'S Finance Director of unresolved audit issues. The request for review will be
submitted in writing. Neither the pendency of a dispute nor its consideration by LOCAL AGENCY
will excuse the CONSULTANT from full and timely performance, in accordance with the terms of
this contract. CONSULTANT and subconsultant contracts, including cost proposals and ICR,
are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost
audit, an ICR Audit, or a CPA ICR audit work paper review. If selected for audit or review,
the contract, cost proposal and ICR and related work papers, if applicable, will be reviewed
to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the
instances of a CPA ICR audit work paper review it is CONSULTANT's responsibility to
ensure federal, state, or local government officials are allowed full access to the CPA's work
papers including making copies as necessary. • The contract, cost proposal, and ICR shall be
adjusted by CONSULTANT and approved by LOCAL AGENCY contract manager to
conform to the audit or review recommendations. CONSULTANT agrees that individual
terns of costs identified in the audit report shall be incorporated into the contract by this
reference if directed by LOCAL AGENCY at its sole discretion. Refusal by CONSULTANT
to incorporate audit or review recommendations, or to ensure that the federal, state or local
goven-iments have access to CPA work papers, will be considered a breach of contract tears
and cause for termination of the contract and disallowance of prior reimbursed costs.
ARTICLE XV SUBCONTRACTING
A. Nothing contained in this contract or otherwise, shall create any contractual relation between LOCAL
AGENCY and any subconsultant(s), and no subcontract shall relieve CONSULTANT of its
responsibilities and obligations hereunder. CONSULTANT agrees to be as fully responsible to
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all reasonable tunes during the performance period of this contract including review and inspection on a
daily basis.
ARTICLE XVIII 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 times while working on the
construction project site.
B. Pursuant to the authority contained in Section 591 of the Vehicle Code, LOCAL AGENCY has
determined that such areas are within the limits of the project and are open to public traffic. The
CONSULTANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and
15 of the Vehicle Code. The CONSULTANT shall take all reasonably necessary precautions for safe
operation of its vehicles and the protection of the traveling public from injury and damage from such
vehicles.
C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this
Article.
D. CONSULTANT must have a Division of Occupational Safety and Health (CAL -OSHA) pennit(s), as
outlined in California Labor Code Sections 6500 and 6705, prior to the initiation of any practices,
work, method, operation, or process related to the construction or excavation of trenches which are
five feet or deeper.
ARTICLE= INSURANCE
A. 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 one million
($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage.
2. An automobile liability insurance policy, for owned, non -owned, and lured vehicles, in the
minimum amount of one million ($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 tho 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
reserv6s the right to require CONSULTANT to provide professional liabililty insurance pursuant to
this section.
B. The insurance coverage required of the CONSULTANT in Paragraph A above, shall also meet the
following requirements:
1. Except for professional liability insurance, the insurance policies shall be, endorsed for
contractual liability and personal it jury.
2. Except for professional liability insurance, the insurance policies shall provide in their text or
shall be specifically endorsed to name the LOCAL AGENCY, its officers, agents, employees, and
volunteers, as additionally named insureds under the policies, and to provide that the insurance shall
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B. It is understood and agreed that all calculations, drawings and specifications, whether in hard copy or
machine-readable form, are intended for one-time use in the construction of the project for which this
contract has been entered into.
C. CONSULTANT is not liable for claims, liabilities, or .losses arising out of, or connected with the
modification, or misuse by LOCAL AGENCY of the machine-readable information and data
provided by CONSULTANT under this agreement; further, CONSULTANT is not liable for claims,
liabilities, or losses arising out of, or connected with any use by LOCAL AGENCY of the project
documentation on other projects for additions to this project, or for the completion of this project by
others, except only such use as many be authorized in writing by CONSULTANT.
D. Applicable patent rights provisions described in 41 CFR 1-91, regarding rights to inventions shall be
included in the Agreements as appropriate.
E. The LOCAL AGENCY may permit the copyrighting of reports or other agreement products. If
copyrights are permitted; the agreement shall provide that the Fll'WA shall have the royalty -free
nonexclusive and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to
use, the work for government purposes.
F. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all of the
provisions of this Article.
ARTICLE XXI 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 the 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 the LOCAL
AGENCY. Consultation or testimony will be reimbursed at the same rates, including travel costs that
are being paid for the CONSULTANT's personnel services under this agreement.
C. Services of CONSULTANT's personnel hi connection with the 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.
D. Any subcontract in excess of $25,000 entered into as a result of this contact, shall contain all of the
provisions of this Article.
ARTICLE XXII 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 un order to carry out this contract, shall be protected by CONSULTANT from
unauthorized use and disclosure.
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subconsultants shall give written notice of their obligations under this clause to labor organizations
with which they have a collective bargaining or other Agreement.
C. The CONSULTANT shall comply with regulations relative to Title VI (nondiscrimination in
federally -assisted programs of the Department of Transportation — Title 49 Code of Federal
Regulations, Part 21 - Effectuation of Title VI of the 1964 Civil Rights Act). Title VI provides that
the recipients of federal assistance will implement and maintain a policy of nondiscrimination in
which no person in the state of California shall, on the basis of race, color, national origin, religion,
sex, age, disability, be excluded from participation in, denied the benefits of or subject to
discrimination under any program or activity by the recipients of federal assistance or their assignees
and successors in interest.
D. The CONSULTANT, with regard to the work performed by it during the Agreement shall act in
accordance with Title VI. Specifically, the CONSULTANT shall not discriminate on the basis of
race, color, national origin, religion, sex, age, or disability in the selection and retention of
Subconsultants, including procurement of materials and leases of equipment. The CONSULTANT
shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the
U.S. DOT's Regulations, including employment practices when the Agreement covers a program
whose goal is employment.
ARTICLE XXVI DEBARMENT AND SUSPENSION CERTIFICATION
A. The CONSULTANT's signature affixed herein, shall constitute a certification under penalty of
perjury under the laws of the State of California, that the CONSULTANT has complied with Title 49,
Code of Federal Regulations, Part 29, Debarment and Suspension Certificate, which certifies that
he/she or any person associated therewith in the capacity of owner, partner, director, officer, or
manager, is not currently under suspension, debarment, voluntary exclusion, or determination of
ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or
determined ineligible by any federal agency within the past three (3) years; does not have a proposed
debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it
by a court of competent jurisdiction in any matter involving fraud or official misconduct within the
past three (3) years. Any exceptions to this certification must be disclosed to the LOCAL AGENCY.
B. Exceptions will not necessarily result in denial of recommendation for award, but will be considered
in determining CONSULTANT responsibility. Disclosures must indicate to whore exceptions apply,
initiating agency, and dates of action.
ARTICLE XXVII CONFLICT OF INTEREST
A. CONSULTANT shall disclose any financial, business, or other relationship with LOCAL AGENCY
that may have an impact upon the outcome of this contract, or any ensuing LOCAL AGENCY
construction project. CONSULTANT shall also list current clients who may have a financial interest
in the outcome of this contract, or any ensuing LOCAL AGENCY construction project, which will
follow.
B. CONSULTANT hereby certifies that it does not now have, nor shall it acquire any financial or
busirness interest that would conflict with the performance of services under this agreement.
C. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all of the
provisions of this Article.
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T�
ARTICLE XXX NOTIFICATION
All notices hereunder and communications regarding interpretation of the terms of this contract and
changes thereto, shall be effected by the mailing thereof by registered or certified mail, return receipt
requested, postage prepaid, and addressed as follows:
CONSULTANT:
Adam Dankberg
Kimley-Horn and Associates, Inc.
1300 Clay Street, Suite 325
Oakland, CA 94612
LOCAL AGENCY:
Stephanie Lovette
City of San Rafael
P.O. Box 151560
San Rafael, CA 94915-1560
ARTICLE XXXI AGREEMENT
The two parties to this agreement, who are the before named CONSULTANT and the before named
LOCAL AGENCY, hereby agree that this Agreement and its Exhibit A Consultant Scope of Services,
Exhibit B Cost Proposal, and Exhibit E/Exhibit 10-02 constitute the entire agreement which is made
and concluded in duplicate between the two parties. Both of these parties for and in consideration of the
payments to be made, conditions mentioned, and work to be performed; each agree to diligently perform
in accordance with the terms and conditions of this agreement as evidenced by the signatures below.
ARTICLE XXXII NON-DISCREVMATION CLAUSE
During the performance of this Agreement, CONSULTANT and its subconsultantss shall not unlawfully
discriminate, harass, or allow harassment against any employee or applicant for employment because of
sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS),
mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care
leave. CONSULTANT and subconsultants shall unsure that the evaluation and treatment of their
employees and applicants for employment are free from such discrimination and harassment.
CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and
Housing Act (Gov. Code §12990 (a -f) et seq.) and the applicable regulations promulgated thereunder
(California Code of Regulations, Title 2, Section 7285 et seq.).
The applicable regulations of the Fair Employment and Housing Commission implementing Government
Code Section 12990 (a -f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of
Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in
full. CONSULTANT and subconsultants shall give written notice of their obligations under this clause to
labor organizations with which they have a collective bargaining or other Agreement.
CONSULTANT shall include the nondiscrimination and compliance provisions of this clause in all
subcontracts to perform work under the Agreement.
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ARTICLE XXXM NO TEMW PARTY BENEFICIARIES
LOCAL AGENCY and CONSULTANT do not intend, by any provision of this Agreement, to create in any
thud party, any benefit or right owed by one party, under the terns and conditions of this Agreement, to the
other party.
ARTICLE XXXIV COSTS AND ATTORNEY'S FEES
The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising
out of the performance of this Agreement, may recover its reasonable costs (including claims administration)
and attorney's fees expended in connection with such action.
ARTICLE XXXV LOCAL AGENCY BUSINESS LICENSE / OTHER TAXES
CONSULTANT shall obtain and maintain during the duration of this Agreement, a LOCAL AGENCY
business license as required by the San Rafael Municipal Code. CONSULTANT shall pay any and all state
and federal taxes and any other applicable taxes. LOCAL AGENCY shall not be required to pay for any
work performed under this Agreement, until CONSULTANT has provided LOCAL AGENCY with a
completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and
Certification).
ARTICLE XXXVI SIGNATURES
CITY OF SAN RAFAEL
Nancy Macre
City Manager
ATTEST:
/ICIL- Z".(
ESTHER C. BEIRNE
City Clerk
APPROVED AS TO FORM:
2 Dz,, e—
ROBERT F. EPSTEIN
City Attorney
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By:
Title: 1
Page 16 of 16
Exhibit A
San Rafael Transit Center Relocation Study
Kimley-Horn Scope of Services
Task 1: Operational Analysis
Task 1.1: Obtain Background Information
Kimley-Horn will obtain the following information from the City of San Rafael, Marin Transit, and Golden
Gate Bridge Highway and Transportation District ("GGBHTD") (collectively, the Agencies):
- Existing bus schedules and routing
- Existing ridership by trip for all transit services operating at the existing transit center
- Existing on-time performance
- Existing and planned vehicle types
- Recent on -board survey and other analysis of trip origins and destinations for users of the transit
center
- Current planned and anticipated service modifications
- Recent vehicle, pedestrian, and bicycle counts for intersections in the vicinity of the transit center
- Property ownership, easements and agreements
- Existing and future level of service analysis in the vicinity of the transit center
- SMART Phase 1 and Phase 2 design plans and operating assumptions
- SMART station ridership projections
- Planned roadway, bicycle and pedestrian improvements in the vicinity of the station
- Downtown San Rafael Station Area Plan
- Planned development projects
- Any recent market analyses or other background information related to the real estate market
Task 1.2: Site Visit
Kimley-Horn will conduct one site visit with staff from the Agencies to review existing operations, parcel
ownership and relationship to SMART. Kimley-Horn will take minutes from the site walk and provide to the
Agencies for review.
Kimley-Horn will perform observations during the AM and PM peak commute periods to observe transit
center activity and estimate kiss -and -ride, taxi, shuttle and non -Agency activity levels.
Task 1.3: Transit Service Provider Interviews
Kimley-Horn will have one meeting each with Marin Transit and GGBHTD staff to discuss desired
amenities, and planned near-term and long-term operations at the San Rafael Transit Center. Meeting
minutes will be prepared after each of the interviews
Task 1.4: Route Analysis
Based on the information provided in Task 1.1, Kimley-Horn will prepare a brief fact sheet for each route
that currently serves the transit center. The fact sheet will contain the route alignment, frequency,
ridership, vehicle type, transfer characteristics (to the extent information is available from Task 1.1), and
identify any planned modifications to the route. A map will be prepared depicting bus volumes by general
approach direction.
Task 1.5: Baseline Circulation
Kimley-Horn will prepare graphics depicting existing facilities and circulation paths for bicycle, pedestrian
and auto movements into and out of the area in the vicinity of the transit center. A graphic will be
prepared displaying traffic volumes and peak period approach delays (assumed to be provided by the
City of San Rafael in Task 1.1) in the vicinity of the transit center. Similar graphics will be prepared for
Exhibit A
Kimley-Horn will develop up to nine alternatives of transit center configurations (including combinations of
on -street and off-street facilities) utilizing the potential sites identified in Task 3.1. Each alternative will be
shown on a conceptual graphic, not to scale, depicting approximate bus bay locations and configurations.
Bus, affiliated vehicle (i.e. kiss -and -ride, taxi and other vehicles serving the transit center), pedestrian,
and bicycle circulation graphics will be prepared for each concept depicting circulation with that concept.
A summary graphic will be prepared for each alternative highlighting conflict and control points for modal
interactions. For each alternative, a graphic will be prepared that provides a preliminary bay assignment
for each route serving the transit center.
Task 3.4: Bus Circulation Analysis
Using the Baseline Circulation analysis performed in Task 1.5, Kimley-Horn will estimate changes in
circulation times for each bus route serving the transit center from baseline conditions with each of the
proposed concepts. The changes in circulation times will be factored by bus frequency and summed to
quantify a change in circulation time from baseline conditions with each concept.
Task 3.5: Prepare Alternative Scenarios Report
Based on the screening criteria developed in Task 3.1, Kimley-Horn will prepare an evaluation of the
alternatives. The evaluation is anticipated to be primarily qualitative in nature. A matrix will be developed
comparing the performance of each of the alternatives.
Tasks 3.1 through 3.5 will be summarized in a technical memorandum. Kimley-Horn will provide a PDF
format draft of the memorandum for Agency review and comment. One round of non -conflicting Agency
comments will be addressed and a final technical memorandum prepared and provided to the Agencies in
PDF format.
Task 3.6: Alternatives Workshop
Kimley-Horn and the Agencies will hold a workshop to discuss the alternatives and the screening
evaluation. One preferred configuration will be identified, which may include one site or a combination of
sites. Kimley-Horn will prepare and distribute meeting minutes documenting the outcome of the
workshop.
Deliverables: Screening Criteria Memorandum, Sites for Consideration graphic, Draft and Final
Alternative Scenarios Report, Alternatives Workshop minutes
Task 4: Real Estate Evaluation
Task 4.1: Existing Conditions Assessment
Kimley-Horn will review the existing and potential access for the sites identified in Task 3.2, given the
existing transportation network and the alternatives developed in Task 3.3. Limitations to auto, pedestrian
and bicycle access for those sites will be identified on a graphic. Kimley-Horn will identify existing zoning
and planning requirements for those properties and display on a graphic.
Strategic Economics will conduct initial targeted analysis of market conditions in the study area as a
means to:
• Identify the most viable types of private development that might be considered as part of
subsequent tasks (e.g., office, residential, other uses); and
• Understand a range of likely land value s for sites considered as part of the alternatives analysis.
Task 4.2: Transit Center Integration
Kimley-Horn will evaluate the feasibility of integrating a transit center onto the identified sites given
existing and planned uses and the available transportation network, and identify the resulting effect on
existing and planned uses.
Exhibit A
A workshop amongst the Agencies and Kimley-Horn will be held to discuss the configuration of the transit
facility during each of the transition scenarios. Kimley-Horn will prepare and distribute meeting minutes
from the workshop.
Task 6.3: Refinement of Transition Configurations
Based on the refinements to the alternatives discussed in Task 6.2, Kimley-Horn will prepare conceptual
drawings. Each transition scenario will have one plan view drawing of the bay locations, amenities and
access roadways. Capital cost estimates will be prepared for each of the preferred transition
configurations.
Task 6.4: Transition Strategy Memorandum
A technical memorandum will be prepared summarizing the findings of this task. Also included in the
memorandum will be a discussion on operational considerations associated with the transition from one
scenario to the next and a graphical schedule summarizing the transition plan relative to triggering
events. Kimley-Horn will provide a PDF format draft of the memorandum for Agency review and comment.
One round of non -conflicting Agency comments will be addressed and a final technical memorandum
prepared and provided to the Agencies in PDF format.
Deliverable: Draft and Final Transition Strategy Memorandum
Task 7: Analysis of Reuse Options for Existing Bettini Center
Task 7.1: Land Plan
Kimley-Horn will develop up to three alternative land use scenarios for re -use of the existing Bettini
Transit Center. The land use scenarios will include potential densities by use, massing, and
access/egress points. Graphics will be prepared to illustrate the land use scenarios and access
configurations. A comparison matrix will be prepared to compare the three scenarios.
Task 7.2: Economic Evaluation
Building on information collected during Task 4, Strategic Economics will conduct pro forma analysis to
estimate the potential value that might be generated through sale or ground lease of the Bettini property.
This analysis will utilize the development scenarios created in Task 7.1, as well as assumptions about
construction costs, revenues from private development and other factors. The financial model may also
be used to test the sensitivity of development feasibility to key inputs such as on-site parking
requirements or other factors.
Task 7.3: Bettini Site Development Feasibility Memorandum
Kimley-Horn will prepare a draft technical memorandum in PDF format summarizing the findings of this
task. One round of non -conflicting, consolidated comments will be addressed and a final technical
memorandum will be prepared in PDF format.
Deliverable: Draft and Final Site Development Feasibility Memorandum
Task 8: Public Meetings and Outreach
Task 8.1: Team Meetings
Kimley-Horn will attend up to 8 monthly meetings amongst the Agencies to discuss project status and
coordination. Kimley-Horn will prepare and distribute meeting minutes.
Deliverable: Meeting minutes
Task 9: Draft and Final Report
EXHIBIT B
Cost Proposal
1. Agreement Fixed Fee is $27,543. No additional fee or profit is allowable.
2. Fixed Fee to be invoiced $4,589 for initial five invoices.
3. Remaining Fixed Fee to be included with Final Invoice.
4. Direct (including direct labor) and indirect charges to be shown on a cost basis only.
5. Overhead, Fringe and Indirect cost rates to be confirmed by audit to be submitted by
CONSULTANT before first invoice.
6. Invoices for all direct hours worked are to show employee name, date of work, and
hourly pay.
7. No markups are allowed on direct or indirect costs including sub consultants.
8. Travel costs associated with travel to/from the Contractor's Bay Area offices to meetings
and site visits in San Rafael. The City will not pay costs associated with contractor
travel between contractor offices. Mileage is allowable under the current IRS rate.
Mileage and travel expense will be listed on each invoice.
EXHIBIT E:
EXHIBIT 10-02 CONSULTANT CONTRACT DBE INFORMATION
(Inclusive of all DBEs listed at contract award. Refer to instructions on the reverse side of this form)
Consultant to Complete this Section
i. Local Agency Name: City San Rafael
_......... .--_____ .... _ ...... m....._..
2. Project Location: San Rafael, CA
3. Project Description: Transit Center Relocation Study
4. Total Contract Award Amount: $ __2 0 QOO
5. Consultant Name: Kimley -Horn and Associates, Inc.
6. Contract DBE Goal 16: 6%
7. Total Dollar Amount for all Subconsultants: $ 41,,500
8. Total Number of all Subconsultants: 1
Award DBE/DBE Information
9. Description of Services to be Provided 10. DBE'DBE Finn 11. DBE Cert.
Contact Information Number
Real Estate/Economic Planning Strategic Economics, Inc. 33062
2991 Shattuck Ave, Ste. 203
Berkeley, CA 94705
Local Agency to Complete this Section
20. Local Agency Contract Number:
21. Federal -aid Project Number:
22. Contract Execution Date
Local Agency certifies that all DBE certifications are valid and the
information on this form is complete and accurate:
23. Local Agency Representative Name (Print)
13. Total
Dollars
Claimed
14. Total
°'o Claimed
12. DQE Dollar
Amount
$41,500
q
$ 41,500
15.37 %
24. Local Agency Representative Signature 25. Date
............, .0-. .... 15. Preparer's Signature
26. Local Agency Representative Title 27. (Area Code) Tel. No.
Randal Durrenber_ger
16. Preparer's Name (Print)
Caltrans to Complete this Section Vice President
Caltrans District Local Assistance Engineer (DLAE) certifies that this form 17. Preparer's Title
has been reviewed for completeness: 1/21/15 (510) 625-0712
18. Date 19. (Area Code) Tel. No
28. DLAE Name (Print) 29. DLAE Signature 30. Date
Distribution: (1) Copy Email a copy to the Caltrans District Local Assistance Engineer (DLAE) %%ithin 30 days of contract award. Failure
to send a copy to the DLAE within 30 days of contract award muy result in delay of payment.
(2) Copy Include in award package sent to Caltrans DLAE (3) Original— Local agency files
Page 128
,1
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PROFESSIONAL SERVICES AGREEMENT/CONTRACT
COMPLETION CHECKLIST AND ROUTING SLIP
Below is the process for getting your professional services agreements/contracts finalized and
executed. Please attach this "Completion Checklist and Routing Slip" to the fiont of your
contract as you circulate it for review and signatures. Please use this form for all professional
services aLyreements/contracts (not just those requiring City Council approval).
This process should occur in the order presented below.
Step Responsible
Department
1 City Attorney
2 Contracting Department
3 ' Contracting Department
4 City Attorney
g
5 City Manager / Mayor / or
,Department Bead
6 City Clerk
Description
Review, revise, and comment on draft
agreement.
Forward final agreement to contractor for
their signature. Obtain at least two signed
originals from contractor.
Agendize contractor -signed agreement for
Council approval, if Council approval
necessary (as defined by City Attorney/City
Ordinance*).
Review and approve form of agreement;
bonds, and insurance certificates and
endorsements.
Agreement executed by Council authorized
official.
City Clerk attests signatures, retains original
agreement and forwards copies to the
contracting department.
Completion
Date �
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To be completed by Contracting Department:
Project Manager: Project Name: P• c M I ey ®E } r
Agendized for City Council Meeting of (if necessary):
If you have questions on this process, please contact the City Attorney's Office at 485-3080.
*Council approval is required if contract is over $20,000 on a cumulative basis.
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