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Home My WebLink AboutED Transit Center RelocationC/TYOF Agenda Item No: 4.d n4 Meeting Date: February 16, 2016 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: Economic Development Prepared by: Stephanie Lovette City Manager Approval: Economic Development Manager TOPIC: UTILIZING REMAINING GRANT FUNDING FOR THE STUDY OF THE SAN RAFAEL TRANSIT CENTER RELOCATION SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES IN AN AMOUNT OF $18,320 FOR ADDITIONAL WORK RELATED TO THE TAM GRANT FOR THE FULL OR PARTIAL RELOCATION OF THE SAN RAFAEL TRANSIT CENTER DUE TO THE IMPACT OF SMART RAIL OPERATIONS, AND APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A SUPPLEMENTAL, NON -GRANT FUNDED PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN FOR ADDITIONAL WORK ON THAT PROJECT, AND RESCINDING CITY COUNCIL RESOLUTION NO. 14041. EXECUTIVE SUMMARY: On December 7, 2015, the City Council approved Resolution No. 14041 approving an amendment to an existing professional services agreement with Kimley-Horn and Associates for preparation of San Rafael Transit Center relocation studies, in order to expand the scope of services under that agreement and to increase the funding by $80,000. The Council's action was premised on the condition that the additional $80,000 would come from equal contributions from the City, the Golden Gate Bridge Highway and Transit District, and Marin Transit, and the City Council made clear that they would oppose contributing any additional City funds to this project. The action requested tonight is to correct an inadvertent oversight concerning this expanded scope of work, by rescinding Resolution No. 14041 adopted December 7, 2015, and adopting a new, corrected, resolution that would include, in addition to the $80,000 approved by the City Council in December, an authorization to use $18,320 in Transportation Authority of Marin ("TAM") grant funding that is available for this project. The corrected action would not increase the amount of the City's non -grant funded contribution approved by the City Council in December. RECOMMENDATION: Approve Resolution FOR CITY CLERK ONLY File No.: 4-3-589 Council Meeting: 02/16/2016 Disposition: Resolution 14068 SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2 BACKGROUND: On December 7, 2015, the City Council, on Staff's recommendation, adopted Resolution No. 14041 approving the amendment of an existing professional services agreement with Kimley-Horn and Associates for preparation of studies on the necessary relocation of the C. Paul Bettini Transit Center (SRTC). Staff refers the Council to detailed background concerning the SRTC and the Kimley-Horn professional services agreement, set forth in the December 7, 2015 staff report (See Attachment D). Briefly stated, that report explains that SMART's extension to Larkspur will require the full or partial relocation of the SRTC to assure continued functionality for the transit patrons. Therefore, the City, in conjunction with GGBHTD and Marin Transit District, applied to TAM in December 2013 for a grant for the development of alternatives for the transit center relocation. TAM awarded a total of $288,320 for this project, which included a requirement for $33,330 in local matching funds. The City accepted the grant, with the $33,330 local match to be shared equally by three agencies, the City, the GGBHTD, and Marin Transit. (See Attachment B.) In April 2015, the City Council approved a contract with Kimley-Horn to prepare the grant -funded relocation studies, in a not -to -exceed amount of $270,000. (See Attachment C.) The City Council action left $18,320 of grant funds unallocated. At the Council meeting of December 7, 2015, Staff presented a recommendation to the City Council to amend the Kimley-Horn agreement by authorizing additional funds in the amount of $80,000 to expand the scope of work for the project. Staff indicated that the $80,000 was to be contributed equally by the City, the GGBHTD, and Marin Transit. The City Council approved the $80,000 in funding, but made it clear that it was unwilling to contribute any additional City funds to this project. Unfortunately, the December 7 staff report materials neglected to include mention of the desire and need to also use the remaining $18,320 in TAM grant funds to help fund the expanded scope of work, the total cost of which is expected to be in the range of $90,000. The action requested tonight is to rescind and correct the Council's prior action so as to authorize use of the remaining TAM grant funds in addition to the $80,000 the Council approved. ANALYSIS: The GGBHTD and Marin Transit initiated the request for $80,000 for the additional work, to be split equally among the City of San Rafael, GGBHTD, and Marin Transit. (See Attachment A.) However, the two transit agencies also requested the City of San Rafael allocate the remaining $18,320 of unallocated TAM grant funding for the expanded Kimley-Horn work on the transit center. City Council Resolution No. 14041 did not specifically authorize the allocation of the unexpended grant funding to the Kimley-Horn contract. The City Attorney has advised, and staff concurs, that Resolution 14041 should be rescinded and replaced with a new Resolution that provides specific authorization to amend the original April 2015 Kimley-Horn contract to include the $18,320 unallocated grant funding and to enter into a separate professional services agreement for the non -grant funded $80,000. Staff believes that two contracts are necessary because the grant funds are subject to strict, federally - imposed, contract provisions, while the additional $80,000 being contributed by the Agencies need not be subject to those requirements. FISCAL IMPACT: Staff is requesting that the City Council rescind its prior action and adopt a new Resolution authorizing two actions; a) amendment of the initial April. 2015 Kimley-Horn Agreement to add and authorize use of the unallocated $18,320 of grant funds for some of the services proposed in the expanded scope of work; and b) to enter into a supplemental professional services agreement with the Kimley-Horn in the amount of $80,000 in non -grant funds, as approved by the Council in December. The cost of the $80,000 contract amendment will be allocated equally among the City of San Rafael, GGBHTD and Marin Transit; each agency will be charged a maximum of $26,667 for the work related SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3 to the amendment. The Marin Transit Board and the General Manager of the GGBHTD have approved the additional funding. The City's share of the Transit Center Relocation study, including the original match of $11,110, is a total of $37,777. TAM staff has confirmed that TAM has no additional funding available to cover the additional cost. Staff has identified the City's gas tax fund as the source for the City's total contribution of $37,777 and there are sufficient funds available in that account. OPTIONS: 1) Adopt the Resolution approving an amendment to the April, 2015 Kimley-Horn Agreement in the amount of $18,320 to be funded by the TAM gran, and further authorizing the City Manager to enter into an $80,000 supplemental agreement with Kimley-Horn to be funded equally by the City of San Rafael, GGBHTD and Marin Transit, and rescinding Resolution No. 14041. (Staff recommendation.) 2) Suggest changes to the proposed Resolution 3) Decline to adopt the Resolution. RECOMMENDED ACTION: Adopt the Resolution. ATTACHMENTS: A. December 7, 2015 Staff Report and Resolution 14041 B. Kimley Horn Expanded Scope of Services C. TAM Agreement D. Kimley-Horn contract dated April 2015 RESOLUTION NO. 14068 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES IN AN AMOUNT OF $18,320 FOR ADDITIONAL WORK RELATED TO THE TAM GRANT FOR THE FULL OR PARTIAL RELOCATION OF THE SAN RAFAEL TRANSIT CENTER DUE TO THE IMPACT OF SMART RAIL OPERATIONS, AND APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A SUPPLEMENTAL, NON -GRANT FUNDED PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN FOR ADDITIONAL WORK ON THAT PROJECT, AND RESCINDING CITY COUNCIL RESOLUTION NO. 14041 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 Hubs; 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 ("CAC"), formerly the Citizens' Advisory Committee on Redevelopment, 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 conducted 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, 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 Marin Transit District and the Golden Gate Bridge and Highway District, the owner of the San Rafael Transit Center, 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 the negative impact on the existing transit 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 $254,990 plus a required $33,330 match for a total cost of $288,320 for further studies related to the relocation of the transit center, and $222,491 plus a required local match of $29,082 for a total of $251,573 for the parking and way -finding study; and 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; and 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 the transit center relocation study; and WHEREAS, on February 24, 2015, a team consisting of staff from the City of San Rafael, the Golden Gate Bridge Highway and Transportation District, and the Marin Transit District (hereafter, collectively, the "Agencies"), interviewed three consulting firms for the transit center relocation study, and Kimley-Horn and Associates ("Kimley- Horn") received the highest ranking; and WHEREAS, the Kimley-Horn cost proposal for transit center relocation was for a total of $266,097.93; and WHEREAS, on April 20, 2015 the City Council authorized the City Manager to enter into a professional services agreement with Kimley-Horn in an amount not to exceed $270,000 (the "2015 Kimley-Horn Agreement"), thereby leaving an additional amount of $18,320 in grant funds still available for transit center relocation studies; and WHEREAS, staff of the Agencies and consultants have diligently worked to complete the scope of work; and have recommended that it is necessary to expand the work to be performed in connection with the transit center relocation studies, as set forth in the "Contract Amendment Scope of Services," attached hereto as Exhibit A and incorporated herein by reference; and WHEREAS, staff has recommended that the City Council approve the use of the residual grant funds of $18,320 towards performance of a portion of the services set forth in Exhibit A; and to that end, have recommended that the Council amend the 2015 Kimley-Horn Agreement in that amount; and WHEREAS, staff has also recommended that the City Council approve a supplemental professional services agreement with Kimley-Horn, in the amount of $80,000, to obtain the remainder of the services set forth in Exhibit A that cannot be addressed with grant funds under the 2015 Kimley-Horn Agreement; and WHEREAS, each of the Agencies would be responsible for an equal share of the additional contract amount, in addition to the match required for the TAM grant, for a total contribution from each of the Agencies of $37,777. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SAN RAFAEL as follows: 1. The City Council hereby approves the proposed expanded scope of work set forth in the "Contract Amendment Scope of Services" attached as Exhibit A. 2. The City Council authorizes the City Manager to execute an amendment to the 2015 Kimley-Horn Agreement, in a form approved by the City Attorney, to increase the contract amount thereunder by an additional amount of $18,320 in TAM grant funds, to secure a portion of the services set forth in Exhibit A. 3. The City Council authorizes the City Manager to execute a supplemental professional services agreement with Kimley-Horn, in a form approved by the City Attorney, in an amount not to exceed $80,000 in non -TAM grant funds, for the remaining portion of the services set forth in Exhibit A not covered by the approved amendment of the 2015 Kimley-Horn Agreement. 4. City Council Resolution No. 14041 is hereby rescinded. 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 Tuesday, the 16th of February, 2016, by the following vote, to wit: AYES: COUNCILMEMBERS: Bushey, Colin, McCullough & Mayor Phillips NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Gamblin �A A-- ESTHER BEIRNE, City Clerk AMENDMENT TO AGREEMENT FOR PROFESSIONAL SERVICES WITH KIMLEY-HORN AND ASSOCIATES, INC. FOR SAN RAFAEL TRANSIT CENTER RELOCATION THIS AMENDMENT to Agreement for Professional Services with Kimley-Horn and Associates, Inc. for San Rafael Transit Center Relocation is made and entered into as of the 8t' day of December, 2015, by and between the LOCAL AGENCY OF SAN RAFAEL (hereinafter "LOCAL AGENCY"), and Kenley -Horn and Associates, Inc., a corporation, (hereinafter "CONSULTANT"). RECITALS WHEREAS, LOCAL AGENCY and CONSULTANT entered into a two-year "Agreement for Professional Services with Kimley-Horn and Associates, Inc. for San Rafael Transit Center Relocation" dated May 1, 2015 (the "2015 Agreement"), pursuant to which CONSULTANT agreed to provide designated services to LOCAL AGENCY from May 1, 2015 through May 1, 2017 for the San Rafael Transit Center Relocation project; and WHEREAS, LOCAL AGENCY and CONSULTANT wish to extend and expand the Services covered by the 2015 Agreement and to increase the compensation to CONSULTANT thereunder; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. ARTICLE II of the 2015 Agreement, entitled "STATEMENT OF WORK," is hereby amended to include the additional work described in the "Amendment to Exhibit A Scope of Services from contract dated May 1, 2015" dated December 8, 2015, attached hereto as Attachment "1" and incorporated herein by reference. 2. ARTICLE V of the 2015 Agreement, entitled "ALLOWABLE COSTS AND PAYMENTS" is hereby amended to increase the total amount payable by LOCAL AGENCY under the 2015 Agreement by the sum of Eighteen Thousand Three Hundred Twenty Dollars ($18,320.00), for a total contract amount not -to -exceed Two Hundred Eighty -Eight Thousand Three Hundred Twenty Dollars ($288,320.00), and the following terms shall apply to the 2015 Agreement with respect to the services and fees affected by this Amendment: a. The Fixed Fee is $27,534 for the 2015 Agreement. This Amendment does not increase the fixed fee. 1 b. The remaining Fixed Fee in the 2015 Agreement shall be included with CONSULTANT'S Final Invoice. c. Direct (including direct labor) and indirect charges shall be shown on a cost basis only. d. Overhead, Fringe and Indirect cost rates shall be confirmed by audit to be submitted by CONSULTANT before first invoice. e. Invoices for all direct hours worked shall show employee name, date of work, and hourly pay. f. No markups shall be allowed on direct or indirect costs including sub -consultants. g. CONSULTANT shall be reimbursed for travel costs associated with travel to/from the CONSULTANT'S Bay Area offices to meetings and site visits in San Rafael. CONSULTANT shall not be reimbursed for costs associated with CONSULTANT'S travel between CONSULTANT'S offices. Mileage is allowable under the current IRS rate. Mileage and travel expense will be listed on each invoice. 3. Except as specifically amended herein, all other terms and conditions of the 2015 Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the day, month and year first above written. LOCAL AGENCY OF SAN RAFAEL k .rMSCI Ll ]TZ, LOCAI(A iNCY Manager ATTEST: ESTHER C. BEH?NE, LOCAL AGENCY Clerk APPROVED AS TO FORM: CONSULTANT By: a4'A' Name:_UvA �a,��xi'� , F -JF Title: A-55%0,—,- ROBERT F. EPSTEIN, OCA(AGENCY Attorney 2 ATTACHMENT "1" Dated December 8, 2015 Amendment to Exhibit A Scope of Services from contract dated May 1, 2015 Task 8: Public/General Manager Presentations - One Presentation to Marin Transit Board - Two Presentations to meeting of joint Boards - Two General Manager Meetings - Two rounds of preparation and presentation of a presentation to up to three boards/agencies/commissions 12/8/2015 AGREEMENT FOR PROFESSIONAL SERVICES WITH KIMLEY-HORN AND ASSOCIATES, INC. FOR SAN RAFAEL TRANSIT CENTER RELOCATION STUDY �3acy - Duk ecl as 31TA Mokw THIS AGREEMENT is made and entered as of the 80' day of December, 2015, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Kinley-Horn and Associates (hereinafter "CONSULTANT"). RECITALS WHEREAS, on May 1, 2015, the CITY and CONSULTANT entered into an agreement("2015 Agreement") for a San Rafael Transit Center Relocation Study; and WHEREAS, the funding for the 2015 Agreement was provided by the Transportation Authority of Marin ("TAM") in an amount of $254,990 plus a required $33,330 match for a total cost of $288,320, and the CITY, Marin Transit Authority ("MTA"), and the Golden Gate Bridge Highway and Transit District ("GGBHTD") agreed to jointly fund the required $33,330 local match; and WHEREAS, on December 1, 2014 CITY's City Council accepted the grant from TAM pursuant to Resolution 13844; and WHEREAS, CITY's City Council approved a contract with CONSULTANT on April 20, 2015 for a not to exceed amount of $270,000, to be funded from the TAM grant, leaving a contingency amount of $18,320 between the grant amount and the CONSULTANT award; and WHEREAS, CONSULTANT has diligently pursued the work outlined in the 2015 Agreement, and has requested additional funding to address additional tasks requested by CITY, MTA and GGBHTD; and WHEREAS, on December 7, 2015, the CITY's City Council approved an additional agreement with CONSULTANT in an amount not to exceed $80,000 pursuant to Resolution 14041; and WHEREAS, on February 16, 2016, CITY's City Council rescinded Resolution 14041 and in its place adopted Resolution 14068 approving this Agreement between CITY and CONSULTANT using non -grant funds in an amount not to exceed $80,000, and a separate amendment to the 2015 Agreement in an amount not to exceed $18,320, all for the services of CONSULTANT described in the "Contract Amendment Scope of Services" dated December 8, 2015, attached hereto as Attachment "1" and incorporated herein by reference; and WHEREAS, CITY, MTA and GGBHTD have agreed to jointly fund this $80,000 Agreement between CITY and the CONSULTANT, and the TAM grant will be the source of funding for the $18,320 amendment to the 2015 Agreement. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION. A. CITY'S Project Manager. The Economic Development Manager is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Adam Dankberg is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONSULTANT. Under this Agreement CONSULTANT shall perform all duties and/or provide all services shown in the "Contract Amendment Scope of Services" attached hereto as Attachment "1" and incorporated herein by reference. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and provide overall project management and provide all background materials as requested by the CONSULTANT. 4. COMPENSATION. For the full performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT in an amount not to exceed $80,000. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. Invoices shall detail the work performed on each milestone and each project as applicable. TERM OF AGREEMENT. The term of this Agreement shall be for one year commencing on December 8, 2015 and ending on December 7, 2016. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to one year. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSIIIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 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 perfoilned under this Agreement, a professional liability insurance policy in the minimum amount of two million dollars ($2,000,000) per occurrence/four million dollars ($4,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONSULTANT shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONSULTANT and CITY against all liability for injuries to CONSULTANT's officers and employees. CONSULTANT'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. 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, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under CONSULTANT'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONSULTANT'S policies shall be at least as broad as ISO form CG20 0104 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 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 noncontributoiy basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the 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 CITY or other additional insured parry. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of volicv lanLuaze or specific endorsements evidencinLy the other insurance requirements set forth in this Aereement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONSULTANT'S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT' indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval y of the CONSULTANT's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT'S performance of or operations under this Agreement, CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONSULTANT under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by; the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION. CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSULTANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third parry, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 5 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: Stephanie Lovette City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 TO CONSULTANT's Project Director: Adam Dankberg Kirnley-Horn and Associates, Inc. 1300 Clay Street, Suite 325 Oakland, CA 94612 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terns and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. 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. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL r f JIM SoM% City M er ATTEST: h.c4� e • Zaoc" c ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: La �-- ie, F-67- ROBERT F. EPSTEIN, 4:ity Ate ey CONSULTANT By: az' Name: Acraw� ��t�Cyc Imo• Title: A5S►S-i ATTACHMENT "1" Dated December 8, 2015 Contract Amendment Scope of Services Outline of Remaining Effort Consistent with Updated Budget Summary Task 3: Alternatives Evaluation - Refine Layouts and Operational Configuration of 3 Long -Term Alternatives - Provide to Transit Agencies for Review of Operational Configuration - Based on City's model, identify traffic circulation ramifications on the alternatives and adjust operational and driveway configuration accordingly - Identify potential locations for kiss -and -ride, taxis, shuttles, and Airporters - Calculate changes in revenue miles and estimate bus travel time impacts with each alternative - Calculate the number of transferring crossing major streets for each alternative - Prepare Acquisition Cost Estimates - Evaluation Matrix and Memorandum Task 4: Real Estate Evaluation - Unchanged. Strategic Economics to perform evaluation with support from KHA on land use and access/circulation Task 5: Preparation of the Conceptual Plan - Refinements to the selected alternative - Refinements to the operations of the selected alternative - Placement of ancillary uses (taxis, shuttles, airporters, customer service facilities) - Cost Estimates - Concept Plan Task 6: Transition Strategies - Refinements to Concept 3 and Concept 3 Operations Plan - Meeting with Golden Gate Transit to discuss bus movements and operations - One round of review of operations and layouts from transit agencies - Cost estimates - Assessment of traffic conditions on interim concepts - Compare operational and circulation effects of interim concepts - Prepare memorandum on interim estimates and recommend preferred alternative - Selection of preferred concept and update to illustrative figure - Documentation of overall transition strategy from existing to interim to construction of long- term to long-term solution 12/8/2015 Task 7: Analysis of Reuse Options for Existing Bettini Center - Identification of potential land use plans for Bettini Center - Further investigation of parking garage feasibility Task 9: Draft and Final Report - Draft and Final Report Task 10: Project Management/JPT Meetings - Monthly meetings through February (5 meetings total) 12/8/2015 PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all professional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department Date 1 City Attorney Review, revise, and comment on draft agreement. 3�/ o Ilk 2 Contracting Department Forward final agreement to contractor for their signature. Obtain at least two signed originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Council approval, if Council approval necessary (as defined by City Attorney/City Ordinance*). h"):Pj��en . 2/4A4 City Attorney Review and approve fo f agreement; o bonds, and insurance certificates and N�— endorsements. 11 I 5 City Manager / Mayor / or Agreement executed by Council authorized Department Head official. 6 City Clerk City Clerk attests signatures, retains original -� agreement and forwards copies to the V contracting department. To be completed by Contracting Department: Project Manager: Stephanie Lovette Project Name: Kimley-11orn Contract and Amendment Agendized for City Council Meeting of (if necessary): FPPC: ❑ , check if required 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. a '-5e-fes Attachment A C'r,-o�,. Agenda Item No: 4_c Meeting Date: December 7, 2015 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: Economic Development Prepared by: Stephanie Lovette, Manager City Manager Approval: TOPIC: APPROVAL OF EXPANDED CONSULTANT STUDY FOR RELOCATION OF SAN RAFAEL TRANSIT CENTER SUBJECT: RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES IN AN AMOUNT OF $80,000 FOR ADDITIONAL WORK RELATED TO THE TAM GRANT FOR THE FULL OR PARTIAL RELOCATION OF THE SAN RAFAEL TRANSIT CENTER DUE TO THE IMPACT OF SMART RAIL OPERATIONS RECOMMENDATION: Adopt Resolution. BACKGROUND: The C. Paul Bettini Transit Center (SRTC) is the major regional transit hub for Marin County. The Bettini Center is owned by the Golden Gate Bridge Highway and Transportation District (GGBHTD), which provides regional and inter -county service operated by Golden Gate Transit. Other transportation services operating at the SRTC include: intra - county local service by Marin Transit's contractors; Sonoma County Transit; the Marin Ahporter, which serves San Francisco Airport; the Sonoma Airporter which serves Oakland Airport; and Greyhound. A taxi stand operates inside the center. These services all operate at the SRTC under Revocable License Agreements with GGBHTD. The SRTC accommodates approximately 575 busses per day on an average weekday with service from both public and private transit operators. There are over 4,500 daily passengers that board transit at the SRTC. Sonoma County Transit operates two trips/day to and from Sonoma County; Marin Airporter operates 58 trips/day to and from San Francisco Airport; Sonoma Airporter operates 30 trips/day to and from Oakland Airport; and Greyhound operates one trip/day in each direction linking San Rafael to San Francisco and the 101 corridor cities in Northern California. FOR CITY CLERK ONLY File No.: 4-3-589 Council Meeting: 12/07/2016 Disposition: Resolution 14041 SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2 The SRTC current site is well situated for north -south trips with easy access to Highway 101 and for east -west trips on the aerials of Second and Third Streets. The current location is adjacent to roughly 197 free commuter parking spaces in Park -and -Ride lots under US 101 owned by Cal Trans. Additional paid parking is available to commuters in the City's downtown garages located within walking distance of the SRTC. The extension of SMART service to Larkspur will negatively impact the SRTC as the train tracks bisect a portion of the center. Negative impacts include the loss of the bus bays at Platform C, loss of the taxi parking -waiting area, narrowing of the drive aisle width used by the busses to navigate through the transit center and a loss of a significant portion of Platform D. SMART service through the SRTC will also require fencing or other barriers that will eliminate the current pedestrian crossing through the transit center, making the center less useable for the over 1,800 patrons that transfer -daily between bus routes at the SRTC. SMART's extension to Larkspur will require the full or partial relocation of the SRTC to assure continued functionality for the transit patrons. Therefore, the City, in conjunction at GGBHTD and Marin Transit District, applied to the Transportation Authority of Marin ("TAM") in December 2013 for a grant for the development of alternatives for the transit center relocation. TAM awarded a total of $288,320, which consisted of a $254,990 grant and a requirement for $33,330 in local matching fiinds, for the study. The grant was memorialized in a cooperative funding agreement between TAM and the City which was approved by the City Council on December 1, 2014. The City is the lead agency on this contract and the Economic Development Manager is the project manager for the contract with extensive assistance from the Department of Public Works. ANALYSIS: A team consisting of staff from the City of San Rafael, GGBHTD and Marin Transit District interviewed three consulting firms for this study and Kimley Born received the highest ranking. The Kimley-Horn and Associates ("Kimley-Horn") cost proposal was for a total of $266,09793. On April 20, 2015, the City Council approved a professional services agreement with Kimley-Horn to provide the needed services for the transit relocation study. As explained below, it has become necessary to amend this agreement to expand the original scope of work. The proposed expanded scope of work is attached as Attachment A. The primary focus of the original effort was on the future needs of the transit center and identifying a location for a future transit center solution. This sunnner, the General Managers of SMART, GGB1TrD, and Marin Transit requested that the emphasis of the work be shifted to address the irmnediate impact of the SMART extension on the operations at SRTC. The General Managers wanted to assure that SMART construction could begin as soon as the fiunding for the extension was approved. The examination of the impact of the Larkspur extension on SRTC operations required detailed analysis of bus turning movements, bus bay utilization, alternative SMART track aligmnents, SMART operating and construction envelopes, and analysis of the traffic on the streets surround the SRTC. This level of detailed assessment was not anticipated in the original scope of work. In addition, the General Managers of the three transit agencies and the City Manager also requested that the contract scope be increased to provide for additional meetings with the General Managers and the Boards of each of the impacted agencies. SAN RAFAEL CITY COUNCIL AGENDA REPORT / Pa2e: 3 The revised scope of work proposed represents a significant expansion of the original work product to account for planning for both the interim condition and the Larkspur extension construction and operation, as well as for the long term solution for an integrated transit facility. If authorized by the Council, staff will prepare a form of amendment to the original professional services agreement, for execution by the City Manager. FISCAL IMPACT: On December 1, 2014, the City Council approved a fiinding agreement with the Transportation Authority of Marin and authorized the appropriation of $288,320 including a local match of $33,330. Each agency's share of the required match amount of $11,110 was acknowledged by our partners at Golden Gate Transit and Marin Transit at the time the City of San Rafael applied for the TAM grant. The contract amendment will be for an additional $80,000 for the expanded scope of work, the cost of which will be allocated equally among the City of San Rafael, GGBHTD and Marin Transit; each agency will be charged a maximum of $26,667 for the work related to the amendment. The Marin Transit Board and the General Manager of the GGBHTD have approved the additional funding. The City's share of the Transit Center Relocation study, including the original match, is a total of $37,776.67. TAM staff has confirmed that TAM has no additional funding available to cover the additional cost. Staff is recommending that the City's gas tax find be used for the additional $26,667 and there are sufficient Rinds available in that account. OPTIONS: 1) Adopt the Resolution approving an amendment to the contract with Kimley-Horn to provide for the proposed expanded scope of work; 2) Suggest changes to the proposed Resolution; 3) Refiuse to adopt the Resolution ACTION REQUIRED: Adopt the Resolution Authorizing the City Manager to Execute an Amendment to the Professional Services Agreement with Kimley-Hom and Associates in an Amount of $80,000 for Additional Work. Related to the Tam Grant for the full or Partial Relocation of the San Rafael Transit Center Due to the Impact of Smart Rail Operations ATTACHMENTS: A: Kimley-IIorn Expanded Scope of Services for Amendment ATTACHMENT A Updated San Rafael Transit Center Relocation Study Budget Outlook Outline of Remainins Effort Consistent with Updated Budset Summary Task 3: Alternatives Evaluation - Refine Layouts and Operational Configuration of 3 Long -Term Alternatives - Provide to Transit Agencies for Review of Operational Configuration - Based on City's model, identify traffic circulation ramifications on the alternatives and adjust operational and driveway configuration accordingly - Identify potential locations for kiss -and -ride, taxis, shuttles, and Airporters - Calculate changes in revenue miles and estimate bus travel time impacts with each alternative - Calculate the number of transferring crossing major streets for each alternative Prepare Acquisition Cost Estimates Evaluation Matrix and Memorandum Task 4: Real Estate Evaluation - Unchanged. Strategic Economics to perform evaluation with support from KHA on land use and access/circulation Task 5: Preparation of the Conceptual Plan - Refinements to the selected alternative - Refinements to the operations of the selected alternative - Placement of ancillary uses (taxis, shuttles, airporters, customer service facilities) - Cost Estimates - Concept Plan Task 6: Transition Strategies - Refinements to Concept 3 and Concept 3 Operations Plan - Meeting with Golden Gate Transit to discuss bus movements and operations - One round of review of operations and layouts from transit agencies - Cost estimates - Assessment of traffic conditions on interim concepts - Compare operational and circulation effects of interim concepts - Prepare memorandum on interim estimates and recommend preferred alternative - Selection of preferred concept and update to illustrative figure - Documentation of overall transition strategy from existing to interim to construction of long- term to long-term solution Task 7: Analysis of Reuse Options for Existing Bettini Center - Identification of potential land use plans for Bettini Center - Further investigation of parking garage feasibility 10/19/15 - Land value/cost assessment of reuse Task 8: Public/GM Presentations - One Presentation to Marin Transit Board - Two Presentations to Big Kahunas - Two GM Meetings - Two rounds of preparation and presentation of a PPT to up to three boards/agencies/commissions Task 9: Draft and Final Report - Draft and Final Report Task 10: Project Management/JPT Meetings - Monthly meetings through February (5 meetings total) 10/19/15 RESOLUTION NO. 14041 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES IN AN AMOUNT OF $80,000 FOR ADDITIONAL WORK RELATED TO THE TAM GRANT FOR THE FULL OR PARTIAL RELOCATION OF THE SAN RAF AEL TRANSIT CENTER DUE TO THE IMPACT OF SMART RAIL OPERATIONS WIIEREAS, 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 WHERE AS, staff pursued grant fiunding for planning the areas around these stations consistent with General Plan 2020 policies and programs including: G -23b Grants, NII -88a Transit Oriented Development, NII 88b Safe Walkways and Bikeways, NH 36 Hetherton Office District, C17 Regional Transit Options and SMART, Cl8 Local Transit Options, and C20 Intermodal Transit Hubs; and WHEREAS, in 2009, City stall and staff from other agencies met to prepare and submit a Station Area Plan giant 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 ("CAC"), formerly the Citizens' Advisory Committee on Redevelopment, 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 corrununity outreach workshops, and conducted 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, 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 finding and staff resources became available; and WHEREAS, in December 2013, the City of San Rafael, in conjunction with the Marin Transit District. and the Golden Gate Bridge and Highway District, the owner of the San Rafael Transit Center, 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 the negative impact on the existing transit 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 finds in the amount of $254,990 plus a required $33,330 match for a total cost of $288,320 for further studies related to the relocation of the transit center, and $222,491 plus a required local match of $29,082 for a total of $251,573 for the panting and way-fmding study; and 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 i:unds in the Parking Fund to support the $29,082 required match for the parking study; and 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; and 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 the transit center relocation study; and WHEREAS, on February 24, 2015, a team consisting of staff from the City of San Rafael, the Golden Gate Bridge Highway and Transportation District, and the Marin Transit District (hereafter, collectively, the "Agencies"), interviewed three consulting firms for the transit center relocation study, and Kimley-Horn and Associates ("Kimley- Horn") received the highest ranking; and WHEREAS, The Kimlcy-Horn cost proposal for transit center relocation was for a total of $266,097.93; and WHEREAS, On April 20, 2015 the City Council authorized the City Manager to enter into a professional services agreement with Kimley-Horn in an amount not to exceed $270,000, and staff of the Agencies and consultants have diligently worked to complete the scope of work; and WHEREAS, staff from the Agencies now desire to amend the Kimley-Horn professional services agreement to provide for an additional amount of $80,000 for additional work related to the San Rafael Transit Center relocation; and WHEREAS, each of the Agencies would be responsible for an equal share of the additional contract amount, in addition to the match required for the TAM grant, for a total contribution from each of the Agencies of $37,777. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of San Rafael hereby approves the proposed expanded scope of work presented in the staff report for this matter, and authorizes the City Manager to execute an amendment to the April 20, 2015 professional services agreement with Kimley-Horn for the expanded scope of work, in an additional amount not to exceed $80,000 and in a form approved by the City Attorney. I, ESTHER BEIRNE, Cleric 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 seventh of December, 2015 by the following vote, to wit: AYES: COUNCILMFMBERS: Bushey, Colin, Gamblin, McCullough & Mayor Phillips NOES: COUNCILMEMBERS: None ABSENT: COUNCII.MF,MBF,RS: None .�z 'd-- .,e ESTHER BEIRNE, City Cleric ATTACHMENT B Dated December 8, 2015 Contract Amendment Scope of Services Outline of Remaining Effort Consistent with Updated Budget Summary Task 3: Alternatives Evaluation - Refine Layouts and Operational Configuration of 3 Long -Term Alternatives - Provide to Transit Agencies for Review of Operational Configuration - Based on City's model, identify traffic circulation ramifications on the alternatives and adjust operational and driveway configuration accordingly - Identify potential locations for kiss -and -ride, taxis, shuttles, and Airporters - Calculate changes in revenue miles and estimate bus travel time impacts with each alternative - Calculate the number of transferring crossing major streets for each alternative - Prepare Acquisition Cost Estimates - Evaluation Matrix and Memorandum Task 4: Real Estate Evaluation - Unchanged. Strategic Economics to perform evaluation with support from KHA on land use and access/circulation Task 5: Preparation of the Conceptual Plan - Refinements to the selected alternative - Refinements to the operations of the selected alternative - Placement of ancillary uses (taxis, shuttles, airporters, customer service facilities) - Cost Estimates - Concept Plan Task 6: Transition Strategies - Refinements to Concept 3 and Concept 3 Operations Plan - Meeting with Golden Gate Transit to discuss bus movements and operations - One round of review of operations and layouts from transit agencies - Cost estimates - Assessment of traffic conditions on interim concepts - Compare operational and circulation effects of interim concepts - Prepare memorandum on interim estimates and recommend preferred alternative - Selection of preferred concept and update to illustrative figure - Documentation of overall transition strategy from existing to interim to construction of long- term to long-term solution Task 7: Analysis of Reuse Options for Existing Bettini Center - Identification of potential land use plans for Bettini Center 12/8/2015 Further investigation of parking garage feasibility Land value/cost assessment of reuse Task 8: Public/GM Presentations - One Presentation to Marin Transit Board - Two Presentations to Big Kahunas - Two GM Meetings - Two rounds of preparation and presentation of a PPT to up to three boards/agencies/commissions Task 9: Draft and Final Report - Draft and Final Report Task 10: Project Management/JPT Meetings - Monthly meetings through February (5 meetings total) 12/8/2015 Attachment C FUNDING AGREEMENT NO. 2014-019 COOPERATIVE FUNDING AGREEMENT BY AND BETWEEN THE TRANSPORTATION AUTHORITY OF MARIN AND CITY OF SAN RAFAEL This AGREEMENT is made this fust day of April, 2015 by and between the Transportation Authority of Marin, hereinafter referred to as "TAM," and the CITY of San Rafael, hereinafter referred to as "CITY." This agreement is for the purpose of implementing the CITY's Bus Transit Needs and Relocation of Bus Transit Facilities, hereinafter referred to as "TASK C" and the CITY's Downtown Parking Study, hereinafter referred to as "TASK D," collectively referred to as "TASKS" under TAM's Priority Development Area (PDA) Planning Project ("PROJECT"). RECITALS WHEREAS, MTC is an eligible recipient of Surface Transportation Program ("STP") funds for the San Francisco Bay Region, and as such, may allocate such federal funds to qualified recipients through a variety of projects and programs. WHEREAS, in May 2012, MTC adopted Resolution No. 4035, awarding grants totaling $20 million to nine Bay Area Counties to implement PDA Planning Projects, as a component of the One Bay Area Program. Through this process, MTC set aside $750,000 to TAM as the Administering Agency for Marin County's formula share. WHEREAS, TAM, as Congestion Management Agency ("CMA") for Marin County, assumed the role of programming PDA Planning funds in .Marin and approved the CITY'S TASK C and TASK D in January 2014 and April 2014, respectively. WHEREAS, TAM has assumed the role of sponsor for the overall PDA Planning Project with designated TASKS, containing both TASK C and TASK D. The CITY will work cooperatively with TAM to implement TASK C and TASK D as components of the PROJECT and receive payment of STP funds in accordance with all applicable federal regulations and this AGREEMENT. WHEREAS, the CITY desires to undertake TASKS specifically described in the Scope of Services attached hereto as EXHIBIT A. WHEREAS, TAM and the CITY desire to enter into a cooperative funding agreement to establish a clear understanding of scope, schedule and budget, and for payment of STP funds from TAM to the CITY for costs related to work performed on TASK C and TASK D. WHEREAS, on December t, 2014 the San Rafael City Council adopted a Resolution authorizing the City Manager to execute a cooperative agreement with TAM. WHEREAS, the APPROVAL, DATE for expenditure of funds under this AGREEMENT is the date upon which TAM approves this AGREEMENT, subsequent to the Authorization to Proceed from the California Department of Transportation (Caltrans). NOW, THEREFORE, TAM and the CITY do hereby agree as follows: SECTION I CITY AGREES: To undertake TASK C and TASK D as described in the Scope of Services attached hereto as EXHIBIT A, and to apply STP finds received under this AGREEMENT to said TASKS consistent with the terms and conditions specified in this AGREEMENT and in accordance with the funding amounts specified in Section III, Article 16 of this AGREEMENT. CITY agrees to complete the TASKs and submit a final invoice and closeout documentation within two (2) years from the APPROVAL DATE or December 31, 2016 whichever date comes first, to notify TAM in a timely manner in the event that the CITY determine that the TASKS may be completed at a lower cost than anticipated, and to otherwise comply with the deadlines and all federal requirements. 2. To comply with the requirements of Section 134(h) of Title 23 the United States Code which permits the finding of the TASKS "only if full funding can reasonably be anticipated to be available within the time period contemplated for the completion of the TASKS." CITY also represents to TAM that TASKS meet this requirement and agree to provide information and documentation to evidence the same. To comply with the nonfederal local match requirement which currently requires a local match of 11.47% of the total project cost for the STP funds. CITY shall contribute not less than the required match amount toward the cost of the TASKS and shall document such expenditures in accordance with the procedures shown in EXHIBIT B attached hereto. 4. That as the joint controllers and managers of TASKS, CITY shall be responsible for complying with the funding and use restrictions established by federal statutes from which the STP fiends are derived, by other applicable federal laws and regulations, by applicable state laws and regulations, and by this AGREEMENT. 5. To provide invoices for payment to TAM consistent with the procedures and formats set forth in EXIIIBIT B attached hereto. CITY acluiowledges that the reimbursement of such expenses by TAM with STP funds under this AGREEMENT shall be subject to and not due hereunder unless and until TAM has received such fiends from the United States Department of Transportation (DOT). 6. To submit to TAM progress reports annually on TASKS that are either ongoing, or any STP finds that have yet to be reimbursed. CITY agrees that TAM and any federal funding agencies shall have the right to reproduce, publish or otherwise use, or authorize others to use the information developed from TASKS. 7. To provide management of certain components of the TASKS that may require 2 CITY's oversight, including responsibility for schedule, budget, and oversight of services performed by others and to be responsible for evaluation, selection, and management of consultants and contractors. .Upon request, to provide copies to TAM of all executed contracts and other documents between CITY and others .involved in TASKS. Copies of such executed contracts shall be retained by CITY for four (4) years following completion of TASKS. 9. To comply with CITY's Policy on Disposition of Surplus Personal Property Acquired by or Recipient of Program Funds and No Longer Required for TASKS (the "Surplus Personal Property Policy") with respect to the disposal of any surplus property acquired in whole or part with STP funds. To the extent that surplus personal property has been purchased in whole or in part with STP funds, CITY shall comply with the provisions of applicable . law with respect to that pro rata portion of the surplus personal property. 10. In the performance of services under this Agreement, CITY shall not discriminate against any persons or group of persons on the grounds of race, religious creed, color, national origin, age, ancestry, physical disability, medical condition, marital status or sex, in any manner prohibited by federal, state or local laws. CITY will comply with all applicable provisions of Executive Order 11246 as amended by Executive Order 11375 and as supplemented by Department of Labor regulations. 11. That it is the policy of MTC and DOT to ensure nondiscrimination in the award and administration of DOT -assisted contracts and to create a level playing field on which disadvantaged business enterprises, as defined in 49 C.F.R. Part 26, can compete fairly for contracts and subcontracts relating to MTC's procurement and professional services activities. In connection with the performance of this Agreement, CITY will cooperate with MTC and TAM in meeting these commitments and objectives. CITY shall not discriminate on the basis of race, color, national origin, or sex in the perforrnance of this Agreement. CITY shall carry out applicable requirements of 49 C.F.R. Part 26 in the award and administration of DOT -assisted contracts. Failure by CITY to carry out these requirements is a material breach of the contract, which may result in the termination of this Agreement or such other remedy as TAM deems appropriate. 12. That the CITY and its contractors and subcontractors agree to comply with all the applicable requirements imposed by: (i) Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000(d)) and the regulations of the DOT issued thereunder (49 C.F.R. Part 21), which are incorporated herein by reference; (ii) the regulations governing Grants and Cooperative Agreements to State and Local Governments as set forth in 49 C.F.R. Part 13 (including but not limited to, compliance with 49 C.F.R. §18.36(i) which governs contracts between grantees and sub grantees); and (iii) Office of Management and Budget ("OMB") Circular A-87, Cost Principles for State and Local Governments. 13. To comply with any and all applicable laws, statutes, ordinance, rules, regulations or requirements of the federal, state or local govetnrnent, and of any agency thereof, which relate to or in any manner affect the performance of this Agreement. Title 49 Code of Federal Regulations Part 18, "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," Title 23 Code of Federal Regulations Parts 420 ("Planning and Research Program Administration") and 450 ("Planning Assistance and Standards"). Those requirements irnposcd upon MTC or TAM as "Recipient" are hereby, hu turn, imposed upon CITY, and those rights reserved by DOT or 1vITC are hereby reserved by MTC'and TAM: Any costs for which the CITY has received payment or credit that are determined by subsequent audit to be unallowable under OMB Circular A-87, Title 48 C.F.R. Part 31 "Federal Acquisition Regulations System, Chapter 1", or Title 49 Code of Federal Regulations Part 18, "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments" are subject to repayment by the CITY to TAM. Should the CITY fail to repay the same within thirty (30) days of demand, TAM is authorized to withhold future payments due CITY from any source. 14. CITY's -contractors and subcontractors agree that the Contract Cost Principles and Procedures, 'Title 48 C.F.R., Federal Acquisition Regulations System, Chapter 1, Part 31 et. seq., shall be used to determine the allowability of individual TASK cost items. 15. CITY acknowledges that TAM or MTC may redirect STP fiords in the event that TASKs are delayed or fail to be completed. CITY shall use its best efforts to notify TAM in writing in the event that it encounters difficulty that is expected to delay the timely performance of the TASKS, and TAM agrees to cooperate with the CITY to work out a mutually satisfactory course of action with CITY, MTC, Caltrans, and DOT. 16. RECORDS AND AUDITS: A. RECORDS: CITY shall maintain frill and adequate books, records, accounts, and any and all work products, materials, and other data relevant to its performance under this Agreement for a minimum of three (3) years following final payment by TAM of STP funds pursuant to this Agreement and, if any litigation, claire, negotiation, audit, or other action has been started prior to the end of such three (3) years, then until the completion of the action and any resolution of all issues which arise from it, or the end of the three (3) year period, whichever is later. Books and accounts shall be maintained by CITY, its contractors and subcontractors in accordance with generally accepted accounting principles (GAAP), enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. For the purpose of determining compliance with Title 21, California Code of Regulations, Section 2500 et. seq., when applicable, and other matters in connection with the perfonnance of CITY'S contracts with third parties pursuant to Government Code Section 8546.7, CITY and its contractors and subcontractors shall each maintain all books, documents, papers, accounting records, and other 4 evidence pertaining to the performance of such contracts and make the same available at their respective offices at all reasonable times during the contract period and for three (3) years from the date of final payment by TAM hereurnder. TAM, MTC, Caltrans, the California State Auditor, DOT, Comptroller General of the United States or federal auditors shall have access to any books, records, and documents that are pertinent to this AGREEMENT or TASKS for audits, examinations, excerpts, and transactions and copies thereof shall be furnished by the CITY if requested. B. AUDITS: The CITY will provide thorough and complete accounting for all funds expended in the performance of this work, to the extent that such funds are provided by TAM to CITY under this AGREEMENT, to the degree necessary to permit regular examination by TAM, MTC, Caltrans, the California State Auditor, the ComptYoller General of the United States or federal auditors and consistent with 49 Code of Federal Regulations, Part 18. CITY shall permit authorized representatives of DOT, the Comptroller General of the United States, DOT, MTC, Caltrans, and TAM to inspect and audit all data and records relating to CITY performance under this Agreement, including data and records pertaining to subcontracts. All accounting records, data, and supporting documentation will remain available for review and audit for a period of not less than three years after submission by TAM of the final expenditure report for federal contracts providing funds udder this Agreement. CITY shall be responsible for meeting audit requirements of the "Single Audit Act of 1984" as implemented by OMB Circular A-133 and any revision or supplement thereto. CITY shall annually submit to TAM and MTC one copy of its audit completed in accordance with the above- described single audit requirements within 30 days after completion of the audit, but no later than one year after the end of the audit period. If CITY fails to comply with the above audit requirement, TAT! is not required to provide any STP fiords under this Agreement until such audit has been submitted. C. CITY agrees to insert clauses in its contracts funded by STP fiends to effect subparagraphs A. and B. of this Article 16 of Section I. SECTION II TAM AGREES: To reimburse CITY for reimbursable eligible expenses incurred by CITY in connection with the TASKS. TAM's payment to CITY shall be consistent with SECTION I, paragraph 5 and with the procedures specified in EXHIBIT B. Reimbursement of CITY's eligible expenses shall be conditioned upon TAM's prior receipt of such STP FUNDS from DOT and limited to the amounts set forth in Section lll, paragraph 16. 2. To provide timely notice if any audit which is to be conducted relating to this AGREEMENT and CITY'S receipt of STP FUNDS. 3. To comply with state and federal funding requirements as applicable to TAM. SECTION III THE PARTIES MUTUALLY AGREE: TERM; The Termination Date for this AGREEMENT shall be 24 months fiom the effective date this AGREEMENT or December 31, 2016 whichever- date comes first, unless terminated earlier by the written consent of all the parties hereto. The Termination Date may be modified only if mutually agreed to in writing by each CITY and TAM. Any appropriated but unexpended fiends related to this AGREEYIENT as of the Tei7nination Date shall revert first to TAM and shall be available for other eligible uses within the scope of the PROJECT. 2. DISCHARGE: This AGREEMENT shall be subject to discharge as follows: Any party may terminate this AGREEMENT at any time for cause pursuant to a power created by the AGREEMENT or by law, otherwise than for breach, by giving written notice of termination to the other party which shall specify both the cause and the effective date of termination. Notice of termination under this provision shall be given at least ninety (90) days before the effective date of such termination. Payment shall be made by the TAM for all services rendered by CITY pursuant to this AGREEMENT up to the time of termination, subject to any expenditure limits applicable to this AGREEMENT. This AGREEMENT may be canceled by a party for breach of any obligation, covenant, or condition hereof by the other party, upon written notice to the breaching party. With respect to any breach that is reasonably capable of being cured, the breaching party shall have 30 days from the date of the notice to initiate steps to cure. If the breaching party diligently pursues cure, such party shall be allowed a reasonable time to cure, not to exceed thirty (30) days from the date of the initial notice, unless a fiirther extension is granted by the non -breaching party. On cancellation, the non - breaching party retains the same rights as a party exercising its right to terminate under the provisions of Section III, paragraph 2a, except that the canceling -party also retains any remedy for breach of the whole contract or any unperformed balance. By written consent of all the parties, this AGREEMENT may be terminated at any time. 3. FUNDING: Qualified expenditures for the TASKS under this AGREEMENT shall be eligible for - reimbursement from STP FUNDS when incurred after the APPROVAL DATE, subsequent to the Authorization to Proceed from the California Department of Transportation (Caltrans), provided they are consistent with the terms and conditions of this AGREEMENT and applicable federal and state laws and regulations (including, but not limited to, 23 U.S.C. §133 and OMB Circular A-37 Revised "Cost 6 Principles Applicable for State, Local and Indian Tribunal Governments"), provided Rirther that all requests for reimbursement are submitted to TAM staff no later than the date which is 24 months from the APPROVAL DATE. In no event shall any portion of STP FUNDS exceed the STP FUNDS amount set forth in Section III, paragraph 16. All finding by TAM -will be provided in accordance with EXHIBIT B, and Section I, paragraph 6 of this AGREEMENT. 4. INDEMNITY: It is mutually understood and agreed, relative to the reciprocal indemnification of TAM and CITY: A. CITY shall indemnify, defend, and hold harmless TAM and TAM's board, representatives, agents, officers and employees from and against all claims, injury, suits, demands, liability, losses, damages and expenses, whether direct or indirect (including any and all costs and expenses in connection therewith), incurred by reason of any act or failure to act of such CITY, its officers, employees or agents, or subcontractors or any of them by reason of anything done *or omitted to be done by such CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this AGREEMENT. It is also understood and agreed that, pursuant to Government Code Section 895.4, CITY shall Rilly indemnify and hold TAM harmless from any liability imposed for injury and damages (as defined by Government Code Section 810.8) or environmental obligations or duties occur ing by reason of -anything done or omitted to be done or imposed by obligation of law or assumed by CITY tinder this AGREEMENT or in connection with, any .work, authority, or jurisdiction delegated to CITY tinder this AGREEMENT. B. TAM shall inderrunify, defend, and hold harmless CITY and CITY's board, representatives, agents, officers and employees from and against all claims, injury, suits, demands, liability, losses,. damages and expenses, whether direct or indirect (including any and all costs and expenses in connection therewith), incurred by reason of any act or failure to act of TAM, its officers, employees or agents, or subcontractors or any of them by reason of anything done or omitted to be done by TAM under or in connection with any work, authority or jurisdiction delegated to TAM under this AGREEMENT. It is also understood and agreed that, pursuant to -Government Code Section 895.4, TAM shall frilly indemnify and hold CITY harmless from any liability imposed for injury and damages (as defined by Governinent Code Section 810.8) or environmental obligations or duties occurring by reason of anything done or omitted to be done or imposed by obligation of law or assumed by TAM under this AGREEMENT or in connection with any work, authority, or jurisdiction delegated to TAM tinder this AGREEMENT. NOTICE: Any notice which may be required under this AGREEMENT shall be in writing, shall be effective when received, and shall be given by personal service or by certified or registered mail, return receipt requested, to the addresses set forth below, or to such addresses which may be specified in writing by the parties hereto. - TAM: Scott McDonald Senior Transportation Planner Transportation Authority of Marin 781 Lincoln Avenue, Suite 160 San Rafael, CA 94901 CITY: Kevin McGowan Acting Public Works Director CITY of San Rafael 1400 Fifth Avenue SAN RAFAEL, CA 94915 By executing this AGREEMENT, each of the parties acknowledges and agrees that the persons identified above, or any other person designated by a party to this AGREEMENT by notice to the other parties, is authorized to execute doe- unents and to bind such party with respect to .this AGREEMENT in accordance with the procedures set forth in Section III, paragraphs 6 through 12 below. 6. Additional Acts and Documents: Each party agrees to do all such things and take all such actions and to make, execute, and deliver such other docuihents and instruments as shall be reasonably requested to carry out the provisions, intent, and purpose of the AGREEMENT. 7. Integration: This AGREEMENT represents the entire AGREE IMENT of the parties with respect to the subject natter hereof No representations, warranties, inducements, or oral agreements have been made -by any of the parties except as expressly set forth herein or in other contemporaneous written agreements. Amendment: This AGREEMENT may not be changed, modified, or rescinded except in writing, signed by all parties hereto, and any attempt at oral modification of this AGREEMENT shall be void and of no effect. 9. Independent Agency: CITY and TAM renders its services under this AGREEMENT as an independent agency. None of the agents or employees of a party shall be agents or employees of the other parties. 10. Assignment: This AGREEMENT may not be assigned, transferred, hypothecated, or pledged by any party without the express written consent of the other parties. 11. Binding Effect: This AGREEMENT shall be binding upon the successor(s), assignee(s), or transferee(s) of TAM or CITY as the case may be. This provision shall 8 not be construed as an authorization to assign, transfer, hypothecate, or pledge this AGREEMENT other than as provided above. 12. Severability: Should any part of this AGREEMENT be determined to be unenforceable, invalid, or beyond the authority of either party to enter into or carry out, such determination shall not affect the validity of the remainder of this AGREEMENT which shall continue in full force and effect, provided that the remainder of this AGREEMENT can, absent the excised portion, be reasonably interpreted to give effect to the intentions of the parties. 13. Limitation: All obligations of TAM - under the terms of this AGREEMENT are expressly subject to the TAM continued authorization to pass-through STP funds for TASKS pursuant to applicable funding mechanisms through DOT, Caltrans, and MTC. If for any reason TAM's right to the STP funds should be reduced, terminated, or suspended in whole or part, TAM shall promptly notify CITY, and the parties shall consult on a course of action. If, after twenty-five (25) business days, a course of action is not agreed upon by the parties, this AGREEMENT shall be deemed terminated by consent of the parties without further obligation or liability to TAM. 14. E)94IBITS: EXIIIBITS A through B are hereby incorporated by reference and made a part of this AGREEMENT. The exhibits are as follows: e EXHIBIT A: Scope of Work; m EXHIBIT B: Invoicing Procedure. 15. SURVIVAL: The following provisions in this AGREEMENT shall survive the discharge or termination of this AGREEMF,NT: a. As to CITY: Section I, paragraphs 8, 9, and 16. b. As to TAM: Section II, paragraphs 1, 2 and 3. C. As to both parties: Section III, paragraphs 2, 4, 5 and 15. 16. TOTAL COST: The total funding commitment of this AGREEMBNT is $477,481.40 and will not exceed that amount unless amended in writing by all parties. Funds for the STY Funding portion shall be made available through this AGR13EIVIENT by TANI to CITY. Funds for 1',ocal Match shall be expended by CITY and documentation of Local Match expenditures shall be submitted to TAM in accordance with EXHIBIT B: The following table shows the STP funding allocation for TASK C and TASK D. The local match of 11.47% is in addition to the ftndirng shown below and must be expended in advance of, or concurrent with the expenditure of STP funds by the CCTY. Local match fiords must be expended by CITY through a non-federal funding source. STP Funding Local Match LGrand Total TASK C TASK D $254,990 $222,491 $33,330 $29,082 $288,320 $251,57 3 TRANSPORTATION AUTHORITY OF MARIN- i by., Dianne St er L Executive Director to CITY OF SAN RAFAEL Nancy Mackle City Manager ATTEST: by: -,64A6.P e-- - e• .1 Esther C. Benne, City Clerk APPR,VED AS 1TO FORM: Lisa Goldfien, Assistant C ty Attorney It - EXHIBIT A SCOPE OF SERVICES CITY shall work to perform the following scope of services, in whole or in part, either jointly or separately within each party's respective jurisdiction, using in-house staff time, consultants, or a combination thereof, for the purposes of irnplemcnting TASKS C & D below: TASK C DETAIL: Planning for an integrated transit center in Downtown San Rafael Task summary: Planning for an Integrated transitcenter that accommodates current and future bus and rail operations that provides safe and easyaccess for pedestrians and bicyclists and has minimal impact to the Downtown. Tasks will include site selection/sultabilityanalysis for individual and multiple parcels, options for potential parcel assembly, highest and bestuse analysis of the potential sites, analysis of physical and operational constraints and financial analysis. Schedule: I5tartDate: IMonth-Year IEndDate: IMonth-Year Activities/ 1 Develop scope of work and prepare RFPs for consultants in conjunction with GGTD & Marin Transit. Anticipate needing two or more firms with expertise in transit operations- traffic analysis and real estate expertise. M a r c h 2015 Deliverable is RFP Deliverables: I 2 (Select consultant teamwith GGtDand Marin Transit. May 2015 Deliverable is contract J 3 IPrepareoperational analysis report. August 2015 Deliverable Is written report 4 Prepare alternative scenarios report for transit operations -existing bus & rail, existing + bus expansion opportunities, existing with operational restructuring opportunities. August 2015 -April 2016 Deliverable is report 5 Prepare Capacity& Design work to assure transit center will have sufficient capacityto accommodate current & future growth. S e p t 6 m b e r 2 015 Deliverable is draft report 6 Site evaluation and parcel consolidation analysis. August2015-November 2015 Deliverable is draftreport y Development feaslbllityanalysis for existing transitcenter December 2015 Deliverable is report l 8 I Review of draft analysis fromsteps 6 W. November 2015 9 Completion of final written plan summarizing analysis. January 2016 Deliverable Is I written nlan J Staff Costs. i Staff Time I I Hours I Rate I Total $ � 1 i Task Notes: The difference between the consultant I Staff Costs: 1$ 22,222 costs and the total grant amount will be Consultant Costs: I $ 266,098 absorbed by staff costs. Total Staff/Consultant Costs: I$ 288,320 EXHIBIT B INVOICING PROCEDURE PROCEDURE FOR INVOICES PREPARED BY CITY FOR SUBMITTAL TO TAM: 1. CITY shall prepare and submit invoices to TAM on a monthly basis; 2. Each invoice shall include a cover letter signed by the CITY authorized representative that includes the following: - reference to this AGREEMENT, including Funding Cooperative Agreement number; - a sequential billing number (1, 2, 3, ...etc.) - the monthly period for which the invoice applies; - a breakdown of costs incurred by CITY staff and Project Manager, consultant costs, total costs incurred, costs for which CITY is seeking reimbursement and local match; - Expenditure Summary Report described in paragraph 4 below; - a listing of attachments; - contact person and information. 3. TAM shall reimburse CITY for costs of staff time expended to fulfill the responsibilities of Project Manager, Project Administrator, and technical and administrative support. Costs incurred by CITY staff, Project Manager, and Project Administrator shall be shown on a separate attachment and shall list the name of each person, position title, hours worked, and rate charged. Overhead rate for CITY staff and Project Manager costs shall not exceed 50% above actual hourly wages and benefits paid. CITY's staff costs, and staff costs incurred by CITY'S local partners may also be used to fulfill the federal local match requirement. Local match expenditures must be incurred prior to seeking reimbursement for services provided. 4. EXPENDI'T'URE SUMMARY REPORT The invoice shall include an Expenditure Surntnary Report that includes the following information by TASK: 4.1 Budget 4.2 Previous Expenditures 4.3 'total Expenditures This Period 4.4 Reimbursement Requested 4.5 Total Expenditures to Date (including this Invoice) 4.6 Local Match 4.7 Totals Labor Costs shall be based on Federal Acquisition Regulations (FAR), and shall include three elements: the Direct Salary Costs (actual wages paid), the Multiplier, and the Fee. All should be shown on the invoice by TASK in the following manner: 2.1 The Direct Salary Cost calculations should be shown as follows: 2.1.1 Employee name and position. 2.1.2 Hourly rate paid. 2.1.3 Number of hours worked. 2.1.4 Total amount paid to employee. 2.1.5 Sum of all amounts paid to all employees. 2.2 The FAR Multiplier should be stated and applied to the result obtained in item 2.1.5, except as allowed for FAR for small businesses. 2.3 The Fee (not to exceed 10%) should be applied to the result obtained in item 2.2. The results of this operation are the Total Direct Labor Costs. 3. DIRECT COSTS Direct Costs are those costs directly identifiable with the performance of the specific work of the Agreement which are not included in the Direct Salary Costs, the Multiplier or the Fee. Costs not identified as Direct Costs in the Agreement will not be reimbursed, Direct Costs should be invoiced by TASK as follows: 3.1 For items for which a unit rate exists in the Agreement, show the following: 3.1.1 Description of item. 3.1.2 Rate per unit in Agreement. 3.1.3 Number of units for which compensation is claimed. 3.1.4 Total charge for item. 3.1.5 Sum of all charges for all items having a unit rate in the Agreement. 3.2 For items such as sub -consultants chargeable tinder the Agreement at the actual cost invoiced to consultant (usually furnished by a third party), show and provide the following: 3.2.1 Description of item. 3.2.2 Name of provider of item. 3.2.3 Amount being charged for each item. 3.2.4 A copy of the invoice for an item or a single month's billing of $500 or more. 3.2.5 Sum of all charges for "at invoiced cost" items. Transportation Authority of Marin 781 Lincoln Avenue Suite 160 San Rafael California 94901 Phone: 415/226-0815 Fax: 415/226-0816 www.tam.ca.gov Belvedere Sandra Donnell Corte Madera Diane Furst Fairfax John Reed Larkspur Dan Hillmer Mill Valley Stephanie Moulton -Peters Novato Madeline Kellner Ross P. Beach Kuhl San Anselmo Ford Greene San Rafael Gary Phillips Sausalito Tom Theodores Tiburon Alice Fredericks County of Marin Damon Connolly Katie Rice Kathrin Sears Steve Kinsey Judy Arnold July 23, 2015 R cO'VF OrPMEHT 4 Kevin McGowan, Acting Public Works Director City of San Rafael Public Works Department P.O. Box 15150 San Rafael, CA 94915 Re: Funding Agreement No. 2014-019 Cooperative Funding Agreement by and between the Transportation Authority of Marin and the City of San Rafael Kevin, Attached is (1) one original agreement as noted above for your files. If you have any additional questions, please contact Scott McDonald, Senior Transportation Planner, at 1 (415) 226-0826 or smcdonaldna.tam.ca.gov. Sincerely, Nannette Brown Administrative Assistant Attachment Making the Most of Marin County Transportation Dollars Attachment D AGREEMENT FOR PROFESSIONAL SERVICES WITH IGMELEY-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: KIMLEY-HORN AND ASSOCIATES, INC. Incorporated in the State of NORTII CAROLINA The Project Manager for the "CONSULTANT" will be ADAM DANKBERG The name of the "LOCAL AGENCY" is as follows: TIIE 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 Ii entitled Statement of Work. C. CONSULTANT shall indemnify, release, defend and hold harmless LOCAL AGENCY, its officers, and employees, against any claim, demand, shit, judgment, loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, it whole or in part, from any acts or omissidns, 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 tinder 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 LOCAs, 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. In the event of such termination, the LOCAL AGENCY may proceed with the work in any manner deemed proper by the LOCAL AGENCY. If the LOCAL AGENCY terminates this agreement with the CONSULTANT, LOCAL AGENCY shall pay CONSULTANT 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. Page 1 of 16 H. 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 STATEMENT bF WORD The CONSULTANT shall perform the services as described in the Scope of Services attached hereto and incorporated herein as Exhibit A, and in the Cost Proposal attached hereto and incorporated hereon as Exhibit B. If there is a conflict between the text of this Agreement and any of the Exhibits to this Agreement, the text of this Agreem6nt shall take precedence.' ARTICLE III CONSULTANT'S REPORTS AND/OR MEETINGS A. CONSULTANT shall submit progress reports at least once a month with the progress invoice. The report should be sufficiently detailed for the Contract Manager 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 call be developed. B. CONSULTANT's Project Manager shall meet with the LOCAs, AGENCY's Contract Manager, as . needed, to discuss progress on the contract. ARTICLE IV PERTORMANCE PERIOD A. This Agreement shall go into effect on tine date first herinabove written, and and CONSULTANT shall commence work after notification to proceed by LOCAL AGENCY'S Contract Manager, The contract shall end on May 1, 2017, unless extended by contract amendment. B. The CONSULTANT is advised that any recommendation for contract award is not binding oil the LOCAL AGENCY until the contract is fully executed and approved by the LOCAL AGENCY. ARTICLE V ALLOWABLE COSTS AND PAYMENTS A. .rhe method of payment for this contract will be based on actual costs plus a fixed fee. LOCAL AGENCY will reimburse CONSULTANT for actual costs (including labor costs, employee benefits, travel costs associated with travel to/from meetings and site visits in San Rafael, equipment rental costs, overhead and other direct costs) incurred by CONSULTANT in performance of tine work. In no event, will CONSULTANT be reimbursed for overhead costs at a rate that exceeds LOCAL AGENCY's approved overhead rate set forth in the Cost Proposal. Audits of CONSULTANT and Subconsultants (not to exceed two years old) are to be submitted to LOCAL AGENCEY prior to submission of fust invoice to substantiate overhead rates. In the event, that LOCAL AGENCY determines that a change to the work fi•om that specified in the Cost Proposal and contract is required, the contract time or actual costs reimbursable by LOCAL AGENCY shall be adjusted by contract amendment to accommodate the changed work. The maximum total cost as specified in. Paragraph "H" shall not be exceeded, unless authorized by contract amendment. B. In addition to tine allowable incurred costs, LOCAL AGENCY will pay CONSULTANT a fixed fee of Twenty -Seven Thousand, Five -hundred, Thirty -Four Dollars ($27,534.00). The fixed fee is nonadjustable for the term of the contract, except hr the event of a major and significant change in tine scope of work and such adjustment is made by contract amendment. Additional fixed fee is not to be charged by any subconsultant. Marls -ups are not allowed for any costs including subcousultant labor. Page 2 of 16 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 perforined 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- I Hundred Seventy -Thousand Dollars ($270,000.00). I 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 bya. subconsultant. This provision applies to both DBE and non -DBE consultants and subconsultants. Page 3 of 16 ARTICLE VI TERMINATION A. LOCAL AGENCY reserves the right to terminate this contract upon thirty (30) calendar days written notice to CONSULTANT with the reasons for termination stated in -the notice. B. LOCAL AGENCY may terminate this contract with CONSULTANT should CONSULTANT fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, LOCAL AGENCY may proceed with the work in any manner deemed proper by LOCAL AGENCY. If LOCAL AGENCY terminates this contract with CONSULTANT, LOCAL AGENCY shall pay. CONSULTANT the sum due to CONSULTANT under this contract prior to termination, unless the cost of completion to LOCAL AGENCY exceeds the funds remaining unpaid under the Agreement.. In which case the overage shall be'deducted from any sum due CONSULTANT under this contract and the balance, if any, shall be paid to CONSULTANT upon demand. C. The maximum amount for which LOCAL AGENCY shall be liable if this contract is terminated is limited to work performed. The Fixed Fee shall be reduced by a ratio equal to the total invoices divided by the not to exceed amount listed In Article V, Paragraph H of this Agreement. ARTICLE VII FUNDING RE, QUIERE, RE,ME NTS A. It is mutually understood between the parties that this contract may have been written before ascertaining tho 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 enforecablo only, if sufficient funds aro made available to LOCAL AGENCY for the purpose of this contract. In addition, this agreement is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or LOCAI. AGENCY governing board that may affect the provisions, terms, or fielding of this contract in any manner. C. It is mutually agreed that if sufficient finds are not appropriated, this contract may be amended to reflect any reduction in funds. D. The LOCAL AGENCY has the option to void the contract under the 30 -day cancellation clause, or by mutual agreement to amend the contract to reflect any reduction of fiends. ARTICLE VIII CHANGE, IN TERMS A. This contract may be amended or modified only by mutual written agreement of the parties. B. The CONSULTANT shall only commence work covered by an amendment after the amendment is executed and notification to proceed has been provided by the LOCAL AGENCY's Contact Manager. C. There shall be no change in the CONSULTANT's Project Manager or members of the project team, as listed in the approved Cost Proposal, which is a part of this contract without prior written approval by the LOCAL AGENCY's Contract Manager. Page 4 of 16 AR11CLL M 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 Information, 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 ue encouraged to participate in the performance of contracts financed in whole or in part with federal funds. CONSULTANT or subconsultant shall not discriminate on tine 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 contact 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 arnount 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 tine appearance of DBE participation. In determining whether a DBE is such an extra participant, examine similar transactions, particularly those in which DBEs do not participate. H. If a DBE docs not perform or exercise responsibility for at least thirty percent (30%) of tie total cost of its contract with its own work force, or the DBE subcontracts a greater portion of tine work of the contract than would be expected oil 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 bushiess 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 consultants shall also show the date of work performed by their own forces along with the corresponding dollar value of the 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), First -Tier Page 5 of 16 Subconsultauts" CEM -2402F [Exhibit 17-F, of the LAPM], certified correct by CONSULTANT or CONSULTANT's authorized representative and shall be furnished to the Contract Manager 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 Manager. K. If a DBE subconsultant is decertified during the life of the contract, the decertified subconsultant shall notify CONSULTANT in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the Contract, the subconsultant shall notify CONSULTANT in writing with the date of certification. Any changes should be reported to LOCAL AGENCY'S Contract Manager within 30 days. ARTICLE X COST PRINCIPLES A. CONSULTANT agrees that the Conti -act Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31.000 et seq., shall be used to determine the allowability of cost individual items. B. CONSULTANT also agrees to comply with federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. C. Any costs for which payment has been made to CONSULTANT that ate determined by subsequent audit to be unallowable under 48 CFR, Federal Acquisition Regulations System, Chapter • 1, Part 31.000 et seq., are subject to repayment by CONSULTANT to LOCAL AGENCY. D. All subcontracts in excess of $25,000 shall contain the above provisions. ARTICLE XI CONTINGENT FEE The CONSULTANT warrants, by execution of this contract that no person or selling agency has been employed, or retained, to solicit or secure this contract upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees, or bona fide established commercial or selling agencies maintained by CONSULTANT.• for the purpose of securing business. For breach or violation of this warranty, LOCAL AGENCY has the right to annul this contract without liability; pay only for the value of the work. actually performed, or in its discretion to deduct Rom the contract price or consideration, or otherwise recover the fiull amount of such commission, percentage, brokerage, or contingent fee. ARTICLE XII RETENTION OF RE, CORDS/AUDIT For the propose of determining compliance with Public Contract Code 10115, et seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq., when applicable and other matters connected with the performance of the contract pursuant to Government Code 8546.7; CONSULTANT, subconsultants, and LOCAL AGENCY shall maintain all books, documents, papers, accounting records, and other evidence• pertaining to the performance of the contract, including but not limited to, the costs of administering the contract. All parties shall make such materials available at their respective offices at all reasonable times during the contract period and for three years from the date of final payment under the contract. The state, State Auditor, LOCAL AGENCY, FHWA, or any duly authorized representative of the Federal Government shall have access to any books, records, and documents of CONSULTANT and Page 6 of 16 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 fi•om full and timely performance in accordance with the terms of this contract. ARTICLE XIV AUDIT REVIEW PROCE DURES 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 frill and timely performance, in accordance with the terms of this contract. CONSULTANT and subconsultant contracts, including cost proposals and ICR, arc 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 malting copies as necessary.. The contract, cost proposal, and ICR shall be adjusted by CONSULTANT and approved by LOCAL AGENCY contract manager to conform to the audit or review recommendations. CONSULTANT agrees that individual terms of costs identified in the audit report shall be incorporated into the contract by this reference if directed by LOCAL AGENCY at its sole discretion, Refusal by CONSULTANT to incorporate audit or review recommendations, or to ensure that the federal, state or local governments have access to CPA work papers, will be considered a breach of contract terms and cause for termination of the contract and disallowance of prior reimbursed costs. ARTICUK XV SUBCONTRACTMG A. Nothing contained in this contract or otherwise, shall create any contractual relation between LOCAL AGENCY and any subcousultant(s), and no subcontract shall relieve CONSULTANT of its responsibilities and obligations hereunder. CONSULTANT agrees to be as fully responsible to Pago 7 of 16 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 CONSULTANT. CONSULTANT's obligation to pay its subconsultants) is an independent obligation from LOCAL AGENCY'S obligation to make payments to the CONSULTANT. B. CONSULTANT shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this contract shall be subcontracted without written authorization by LOCAL AGENCY's Contract Manager, except that which is expressly identified in the approved Cost Proposal. C. CONSULTANT shall pay its subconsultants within ten (10) calendar days from receipt of each payment made to CONSULTANT by LOCAL AGENCY. D. Any subcontract in excess of $25,000 entered into as a result of this contract shall contain all the provisions stipulated in this contract to be applicable to subconsultants. E. Any substitution of subconsultants) must be approved in writing by LOCAL AGENCY's Contract Manager prior to the start of work by the subconsultant(s). ARTICLE XVI EQUIPME, NT PURCHASE A. Prior authorization in writing by LOCAL AGENCY's Contract Manager shall be required before the CONSULTANT enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or CONSTJLTANT services. The CONSULTANT shall provide an evaluation of the necessity or desirability of incurring such costs. B. For purchase of any item, service or consulting work not covered in tine CONSULTANT's Cost Proposal and exceeding $5,000 prior authorization by the LOCAL AGENCY's Contract Manager; three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified. C. Any equipment purchased as a result of this contract is subject to the following: "CONSULTANT shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a usefiil life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, LOCAL AGENCY shall receive a proper refund or credit at the conclusion of the contract, or if the contract is terminated, CONSULTANT may either keep the equipment and credit LOCAL AGENCY in an amount equal to its fair market value, or sell such equipment at the best price obtainable at a public or private sale, un 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 hrdepondent appraisal of such equipment. Appraisals shall be obtained from an appraiser mutually agreeable to by LOCAL AGENCY and CONSiA,TANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved iu advance by LOCAL AGENCY." 49 CFR, Part 18 requires a credit to Federal fluids when participating equipment with a fair market value greater than $5,000.00 is credited to the project. D. All subcontracts in excess $25,000 shall contain the above provisions. ARTICLE XVII INSPECTION OF WORD The CONSULTANT and any subconsultant shall permit LOCAL AGENCY, the state, and the FHWA if federal participating funds are used in this contract; to review and inspect the project activities and files at Page 8 of 16 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 persormel 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 aic 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 talce 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) pernnit(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 XIX INSURANCE A. During the term of this Agreement, CONSULTANT shall maintain, at no expense to LOCAL AGENCY, the following insurance policies: 1, A cornmerciat general liability insurance policy in tine 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 hired 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 the minimum amount of two million dollars ($2,000,000) per occufrence/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 reservos die 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, shalt also meet the following requirements: 1. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal hnjury. 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 Poge 9 of 16 be primary with respect to any insurance or coverage maintained by LOCAL AGENCY and shall not call upon LOCAL AGENCY's insurance or coverage for any contribution. 3. CONSULTANT shall provide to the LOCAL AGENCY PROJECT MANAGER 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 speck endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the LOCAL AGENCY Attorney. 4. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terns and conditions of said insurance policies except upon ten (10) days written notice to LOCAL AGENCY's Project Manager. 5. If the insurance is written on a Claims Made Form, such policy shall be retroactive to, or prior to, the effective date of this Agreement, and CONSULTANT shall maintain the same policy in effect for a period ending not than less than five years following termination of this Agreement. CONSULTANT shall also continue to provide LOCAL AGENCY with Certificates of Insurance evidencing the insurance coverage required herein, and showing the retroactive date required herein, for five years after substantial completion of services. If coverage is canceled or non-rcncwed, it shall be replaced with another claims -made policy form with a retroactive date of or prior to tine effective date of this Agreement, or else CONSULTANT must purchase "extended reporting" coverage for a minimum of five (5) years after completion of work. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. Tire insurance shall be approved as to form and sufficiency by PROJECT MANAGER and LOCAL AGENCY Attorney. C. If it employs any person', CONSULTANT shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONSULTANT and LOCAL AGENCY against all liability for injuries to CONSUL`IANT's officers and employees. CONSULTANT'S workers compensation insurance shall be specifically endorsed to waive any right of subrogation against LOCAL AGENCY. D. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by LOCAL AGENCY's Risk Manager and (lie LOCAL AGENCY Attorney. 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. ARTICLE XX OWNERSMP OF DATA A. Upon completion of all work under this contract, ownership and title to all reports, documents, plans, specifications, and estimates produce as part of this contract will automatically be vested in LOCAL AGENCY; and no fill ther agreement will be necessary to transfer ownership to LOCAL AGENCY. CONSULTANT shall furnish LOCAL AGENCY all necessary copies of data needed to complete the review and approval process. Page 10 of 16 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 Iiable 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 ace permitted; the agreement shall provide that the FIIWA. 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 AGE, NCY'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 contact 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, htchiding travel costs that are being paid for the CONSULTANT's personnel set -vices under this agreement. C. Services of CONSULTANT's personnel un 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 agrccment in order to resolve the construction claims. D. Any subcontract in excess of $25,000 entered into as a result of this contract, shall contain all of the provisions of this Article. ARTICLE :KXII CONFIDENTIALITY OF DATA A. All financial, statistical, personal, technical, or other data and informatioin relative to LOCAL AGENCY's operations, which are designated confidential by LOCAL AGENCY and made available to CONSULTANT in order to carry out this contract, shall be protected by CONSULTANT from unauthorized use and disclosure. Page 11 of 16 B. Permission to disclose information on one occasion, or public hearing held by LOCAL AGENCY relating to the contract, shall not authorize CONSULTANT to fin Cher disclose such information, or disseminate the same on any other occasion. C. CONSULTANT shall not comment publicly to the press or any other media regarding the contract or LOCAL AGENCY's actions on the same, except to LOCAL AGENCY's staff, CONSULTANT's own personnel involved in the performance of this contract, at public hearings or in response to questions from a Legislative committee. D. CONSULTANT shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this contact without prior review of the contents thereof by LOCAL AGENCY, and receipt of LOCAL AGENCY'S written permission. E. Any subcontract entered into as a result of this contract shall contain all of the provisions of this Article. F. All information related to the construction estimate is confidential, and shall not be disclosed by CONSULTANT to any entity other than LOCAL AGENCY. ARTICLE XXM NATIONAL LABOR RELATIONS BOARD CERTII+ICATION In accordance with Public Contract Code Section 10296, CONSULTANT hereby states under penalty of perjury that no more than one final unappealable finding of contempt of court by a federal court has been issued against CONSULTANT within the immediately preceding two-year period, because of CONSULTANT's failure to comply with an order of a federal court that orders CONSULTANT' to comply with an order of the National Labor Relations Board. l ARTICLE XXIV EVALUATION OF CONSULTANT CONSULTANT's performance will be evaluated by LOCAL AGENCY. A copy of the evaluation will be sent to CONSULTANT far• cormnents. The evaluation together with tine comments shall be retained as part of the contract record. ARTICLE XXV STATE TME, NT OF COMPLIANCE A. CONSULTANT's signature affixed herein, and dated, shall constitute a certification under penalty of pctjury tinder the laws of the State of California that CONSULTANT has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8103. B. During the performance of this Contract, CONSULTANT and its subconsultants shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religions creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. CONSULTANT and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. CONSULTANT and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a -f) et seq.) and the applicable regulations promulgated there tinder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a -f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in firll. CONSULTANT and its Pnge 12 of 16 subconsultants shall give written notice of their obligations tinder 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 1116 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 tho Agreement shall act hl 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 CERTWICATION 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. Arty 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 business 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. Page 13 of 16 D. CONSULTANT hereby certifies that neither CONSULTANT, nor any firm affiliated with CONSULTANT will bid on any construction contract, or on any contract to •provide construction inspection for any construction project resulting from this contract. An affiliated firm is one, which is subject to the control of the same persons through joint ownership, or otherwise. E. Except for subconsultauts whose services are limited to providing surveying or materials testing information, no subconsultant who has provided design services in connection with this contract shall be eligible to bid on any construction contract, or on any contract to provide construction inspection for any construction project resulting from this contract. ARTICLE XXVIII RE, BATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION CONSULTANT warrants that this contract was not obtained or secured through rebates, kickbacks or other unlawful consideration, either promised or paid to any LOCAL AGENCY employee. For breach or violation of this warranty, LOCAL AGENCY shall have the right in its discretion; to terminate the contract without liability; to pay only for the value of the work actually performed; or to deduct from the contract. price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. ARTICLE XXJX 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: { 1. No state, federal or local agency appropriated finds have been paid, or will be paid by -or -on 1} behalf of CONSULTANT to any person for influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the awarding of any state or federal contract; the making of any state or federal grant; the making of any state or federal loan; the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. 2. if any funds other than federal appropriated Rinds have been paid, or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this federal contract, grant, loan, or cooperative agreement; CONSULTANT shall complete and submit Standard Folin -LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions. B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. C. CONSULTANT also agrees by signing this dominent that lie or she shall require that the language of this certification be included in all lower -tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Page 14 of 16 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 I-imley-Horn and Associates, Tine. 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 MM 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 niade, 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-DISCREMNATION CLAUSE During the performance of this Agreement, CONSUL'T'ANT 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 insure that the evaluation alld 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 (lie Fahr 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 fill. CONSULTANT and subconsultants shall give written notice of thein obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. CONSULTANT shall include the nondiscrinination and compliance provisions of this clause in all subcontracts to perform work under the Agreement. Page 15 of 16 ARTICLE XXXM NO TEUIRD PARTY BENEFICIARIES LOCAL AGENCY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the otlier 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 / OTIIGR 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 brternal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). ARTICLE XXXVI SIGNATURES CITY OF SAN RAFAEL Nancy Macl e City Manager ATTEST: ESTIIER C. BEIRNE City Cleric APPROVED AS TO FORM: ROBERT F. EPSTEIN City Attorney Page 16 of 16 CON AN By 1 / Title: V/c e.. 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 Klmley-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 planned facilities and future traffic forecasts (also provided by the City of San Rafael). This task does not include any new traffic analysis. Kimley-Horn will coordinate with City of San Rafael staff to understand traffic operations modifications associated with the addition of SMART Phase 1 and Phase 2 (to the extent available). Changes to bus circulation times associated with routes that cross the SMART tracks will be estimated and a range calculated. It is assumed that limited Information will be available regarding changes in auto traffic patterns with the addition of the SMART crossings. Task 1.6: Operational Analysis Report Klmley-Horn will prepare a Draft Operational Analysis Report, summarizing the findings of this task, Including graphics and tables. The Draft Operational Analysis Report will be provided in PDF format to the Agencies for review and comment. A meeting will be held to discuss Agency comments on the report and develop consensus on any revisions to the Report. Kimley-Horn will prepare a Final Operations Analysis Report and submit to the Agencies in PDF format. Deliverable: Draft and Final Operational Analysis Report Task 2: New Transit Center Land Requirements and Related Operational Considerations Task 2.1: Identify Transit Center Amenities and Space Requirements Based on the route analysis and service provider interviews performed in Task 1, Klmley-Horn will estimate the total bay needs and stop location considerations for each of the routes serving the transit center under existing and planned conditions. This will include bay sizes. Planned conditions will include with SMART Phase 1 and with SMART Phase 2. Based on the service provider interviews in Task 1 and the bay quantities, Klmley-Horn will develop a list of amenities and accompanying land area requirements for the future transit center. Task 2,2: Estimate Pedestrian Flows Based on information collected in Task 1, Kimley-Horn will estimate pedestrian flows amongst the various services planned for the transit center and to nearby land uses. This information will be summarized on a cartoon graphic. Task 2.3: Land Use Requirements Technical 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 Land Use Requirements Memorandum Task 3: Alternatives Evaluation Task 3.1: Identify Screening Criteria Kimley-Horn will propose screening criteria to be utilized in the alternative evaluation. The screening criteria will be summarized in a brief memorandum and provided for Agency comment. Task 3.2: Site identification Kimley-Horn will identify potential sites and curb space that would be available for use in a transit center. Sites will be identified based on acreage, access, and existing use. These sites will be identified on a graphic. The graphic will be distributed to the Agencies for review and comment. Tasic 3.3: Develop Long -Term Transit Center Configuration Alternatives 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. Klmley-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 panning 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 Strategic Economics will estimate the potential value that might be generated from up to three transit center relocation scenarios that include a private development component. These scenarios might include private development on the Bettini Transit Center site as well as other properties, with a focus on uses determined to be most likely to be financially feasible and/or desired by the client. Task 4.3: Real Estate Evaluation Assessment This task 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. Deliverable: Draft and Final Real Estate Evaluation Memorandum Task 5: Preparation of the Conceptual Plan Task 5.1: Develop Conceptual Plan Based on the site selected in Task 3.7, Kimley-Horn will prepare a conceptual pian for the long-term configuration of the transit center. The conceptual plan will be a plan view graphic, to scale, of the proposed transit center and will Include bus bay configuration, the location of amenities, access and circulation roadways, and bicycle and pedestrian facilities. The plan will identify bus bay assignments and the location of shuttle, taxi, and Greyhound and Airporter services. Concept plans will be drawn for up to three alternative configurations of the same site(s). In addition to the conceptual plan, a graphic will be prepared showing bicycle and pedestrian circulation within and to/from the transit center location(s). Task 5.2: Conceptual Plan Workshop A workshop will be held with the Agencies to discuss the conceptual plan. Kimley-Horn will prepare and distribute meeting minutes that will contain agreed-upon revisions to the plan. Task 5.3: Revisions to the Conceptual Plan Kimley-Horn will implement the revisions to the plan agreed upon in Task 5.2 for one alternative. Task 5.4: Cost Estimates Kimley-Horn will prepare an opinion of probable cost for the construction of the conceptual plan and amenities accompanying the proposed transit center based on similar recent projects in the Bay Area. Deliverables: Conceptual Plan Workshop minutes, Conceptual Plan, Revised Conceptual Plan, Cost Estimates Task 6: Transition Strategies Task 6,1: Transition Strategies Based on existing operations (documented in Task 1) and the Conceptual Plan developed in Task 5, Kimley-Horn will identify one operating concept for each of the following scenarios: • SMART Phase 1 Operation • SMART Phase 2 Construction • Transit Center Construction (if affecting existing or Interim transit center operations) The concepts will be illustrated in not -to -scale graphics. Constraints to operations will be identified for each alternative. Task 6.2: Workshop on Transition Strategies 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 scenarlo 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 7.9: 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 w'II 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 A Kimley-Horn will prepare a Draft Transit Center Relocation Study Report in PDF'format, aggregating the technical memorandums and deliverables developed in Tasks 1 through 7. Kimley-Horn will address one round of non -conflicting comments from the Agencies to prepare a Final Transit Center Relocation Study Report. Up to four hard copies and a PDF format copy of the Final Report will be provided Task 10: Project Management Kimley-Horn will perform project management duties, including regular client coordination, monthly Invoicing, staff management, and work plan management. 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 10-02 CONSULTANT CONTRACT DBE INFORMATION (inclusive ofall DBEs listed at contract award. Refer to instructions on the reverse side of this form) Consultant to Complete this Section y of San Rafael 1. Local Agency Name: Cit 2. Project Location: San Rafael, CA 3. Project Description: Transit Center_ Relocation Study 4. Total Contract Award Amount: $ 270,000 5. Consultant Name: _ Kimley_Horn and Associates, Inc. _ 6. Contract DBE Coal %: 6% 7. Total Dollar Amount for all Subconsultants: $ 41,500 8. Total Number oral[ Subconsultants: 1 Award DBE/DBE Information 9. Description of Services to be Provided 10. DBF./DRF Firm 11. DAF Cert. 12. DBE Dollar Contact Information Number Amount Real Estate/Economic Planning Strategic Economics, Inc. 33062 $41,500 2991 Shattuck Ave, Ste. 203 Berkeley, CA 94705 Local Agency to Complete this Section 13. Total Dollars 20. Local Agency Contract Number: Claimed 41,500 21. Federal -aid Project Number: _ Id. Total 22. Contract Execution Date: % Claimed 15.37 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) 24. Local Agency Representative Signature — 25. Date 15. Preparer's Signature 26. Local Agency Representative Title 27. (Area Code) Tel. No. Randal Durrenberger 16. Preparer's Name (Print) Caltrans to Complete this Section Vice President Caltrans District Local Assistance Engineer (DLAE) certi ties that this form 17. Preparer's Title has been reviewed for completeness: 1/21/15 (510) 625-0712 18. Date 19. (Area Codc) Tel. No. 28. DLAIi Name (Print) 29. DLAE Signature 30. Date Distribution: (1) Copy— Email a copy to the Caltrans District Local Assistance Engineer (DLA ) within 30 days of contract award. Failure to send a copy to the DLAF. within 30 days of contract award may result in delay of payment. (2) Copy— Include in award package sent to Caltrans DLAE (3) Original— Local agency files Page 1 28 ROUTING SLIP / APPROVAL FORM INSTRUCTIONS: Use this cover sheet with each submittal of a staff report before approval by the City Council. Save staff report (including this cover sheet) along with all related attachments in the Team Drive (T:) 4 CITY COUNCIL AGENDA ITEMS 4 AGENDA ITEM APPROVAL PROCESS 4 [DEPT - AGENDA TOPIC] Agenda Item # Date of Meeting: 2/16/2016 From: Stephanie Lovette Department: Economic Development Date: 2/10/2016 Topic: APPROVAL OF UTILIZING REMAINING GRANT FUNDING FOR EXPANDED CONSULTANT SERVICES FOR THE STUDY OF THE RELOCATION OF SAN RAFAEL TRANSIT CENTER Subject: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES IN AN AMOUNT OF $18,320 FOR ADDITIONAL WORK RELATED TO THE TAM GRANT FOR THE FULL OR PARTIAL RELOCATION OF THE SAN RAFAEL TRANSIT CENTER DUE TO THE IMPACT OF SMART RAIL OPERATIONS, AND APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A SUPPLEMENTAL, NON -GRANT FUNDED PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN FOR ADDITIONAL WORK ON THAT PROJECT Type: X Resolution ❑ Ordinance ❑ Professional Services Agreement X Other: Staff Report APPROVALS X Finance Director Remarks: approved - MM with minor edits to staff report X City Attorney Remarks: LG -Approved 2/10/16 as revised. M Author, review and accept City Attorney / Finance changes Remarks: ❑ City Manager Remarks: FOR CITY CLERK ONLY File No.: Council Meeting: Disposition: