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HomeMy WebLinkAboutPW Francisco Boulevard East Sidewalk Improvements ____________________________________________________________________________________ FOR CITY CLERK ONLY File No.: 4-3-736 Council Meeting: 08/06/2018 Disposition: Resolution No. 14554 Agenda Item No: 4.e Meeting Date: August 6, 2018 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: Public Works Prepared by: Bill Guerin, Director of Public Works City Manager Approval: __________ File No.: 16.01.241-01 TOPIC: FRANCISCO BOULEVARD EAST SIDEWALK IMPROVEMENTS SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH BKF ENGINEERS FOR RIGHT-OF-WAY ENGINEERING SERVICES ASSOCIATED WITH THE FRANCISCO BOULEVARD EAST SIDEWALK IMPROVEMENT PROJECT, CITY PROJECT NO. 11349, IN AN AMOUNT NOT TO EXCEED $437,216. RECOMMENDATION: Adopt a resolution approving and authorizing the City Manager to execute a professional services agreement with BFK Engineers for right-of-way engineering services associated with the Francisco Boulevard East Sidewalk Improvement Project, City project no. 11349, in an amount not to exceed $437,216. BACKGROUND: The existing sidewalk along Francisco Boulevard East is utilized daily by pedestrians and bicyclists that must navigate the congestion of fire hydrants and power poles. The Francisco Boulevard East Sidewalk Widening Project is a pedestrian and bicycle improvement project that will install an 8-foot wide sidewalk/bike path along Francisco Boulevard East. The sidewalk will be widened between Vivian Street and the Grand Avenue Bridge to provide additional room for pedestrians and bicyclists. In 2006, Congress established the Non-Motorized Transportation Pilot Program, in which specific counties across the nation, including the County of Marin, were awarded federal funds to design and construct facilities that would enhance and encourage non-motorized transportation. The City subsequently entered into an agreement with the County of Marin in 2007 to receive funding to design a widened sidewalk along Francisco Blvd East between Vivian Way and Grand Avenue. In 2008, the City retained Jacobs, an engineering consulting firm, to perform extensive public outreach and produce construction plans, specifications, and an engineer’s cost estimate that were advanced to approximately the 90-percent design level. In August 2013, when additional SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2 federal funding became available, the City retained another consulting firm, CH2M Hill, to obtain environmental clearance and bring the plans and specifications package to the 100-percent design level. The City also obtained environmental clearance (i.e., NEPA) in 2014, at which time the project went dormant due to a lack of funding. In 2016, the City applied for a federal grant through the Active Transportation Program (ATP) administered by Caltrans. The application was favorably received, and subsequently the City was awarded $4,025,000 in construction funds. With construction funding secured, the City desires to move into the next phase of work, which includes coordination with 1) property owners for temporary construction easements, 2) private utility companies, and 3) Caltrans staff to secure a Right-of-Way (ROW) Certification form demonstrating that the project is ready for construction. Right-of-Way Certification refers to the real property rights, which local agencies must possess to construct local assistance transportation projects utilizing federal funds. The provisions apply to all local assistance projects involving federal funds off the State Highway System (SHS), whether or not these funds are expended for purchase of real property rights. Due to the complexity and magnitude of this project, Right-of-Way Certification is best handled by outside professional services, including real estate professionals that can negotiate with property owners for temporary construction easements. In response to this specialized need, Public Works issued a Request for Proposals (RFP) on May 3, 2018 to complete the ROW Certification phase of the project. ANALYSIS: Public Works received two proposals from qualified firms on May 31, 2018. Both proposals were evaluated by City staff based on criteria specified in the RFP. Both firms were interviewed on June 6, 2018 by panel members consisting of City staff. Staff recommends BKF Engineers as the most qualified consultant for this project. BKF Engineers’ proposal was found to be complete and within industry standards. In addition, BKF’s sub- consultants are the same civil, traffic, and landscape architect designers that performed the original design, thus providing continuity from the prior phases of the project. FISCAL IMPACT: The Francisco Boulevard East Sidewalk Improvements project is in the City’s Capital Improvement Program (CIP), which includes the consulting services for this next phase of the project. The consultant’s not-to-exceed fee of $437,216 will be funded by Gas Tax Funds (#206) for this phase of the project. While the proposed contract value is significant, it should be noted that when the City applied for the federal grant, staff estimated a $500,000 commitment from the City for this phase of the work, which was considered when the grant application was favorably reviewed. Staff has negotiated the scope and fee with BKF Engineers to bring the work to within the City’s budget. The contract value includes time to coordinate with property owners for temporary construction easements, but does not include funds for the procurement of said easements. Staff will return to the City Council at a future date, if deemed necessary, for the acquisition of temporary construction easements. Furthermore, the proposed fee includes required work related to public outreach and recertifying the environmental documents. These tasks are critical for a project that has been dormant while construction funding was being secured. It is important to note that public outreach for this project will not include soliciting feedback on what the design should include. Continuous and consistent outreach will be done to inform the public that this project is proceeding toward construction, as well as the construction impacts associated with the project. SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3 OPTIONS: The City Council has the following options to consider relating to this matter: 1. Adopt the resolution authorizing the City Manager to execute a professional services agreement with BKF Engineers for consulting services associated with the Francisco Boulevard East Sidewalk Improvement Project in an amount not to exceed $437,216, in a form approved by the City Attorney. 2. Do not accept the proposal from BKF Engineers and direct staff to reissue the RFP. Reissuing the RFP has the potential, when combined with other potential delays during execution of the work, to significantly impact meeting funding deadlines required by the federal grant. 3. Do not accept the proposal from BKF Engineers and provide further direction to staff. RECOMMENDED ACTION: Adopt a resolution authorizing the City Manager to execute a Professional Services Agreement with BKF Engineers for consulting services associated with the Francisco Boulevard East Sidewalk Improvement Project in an amount not to exceed $437,216, in a form approved by the City Attorney. ATTACHMENT: 1. Resolution Approving Professional Services Agreement with BKF Engineers 2. Exhibit 1 to Resolution: Agreement and corresponding Exhibit A RESOLUTION NO. 14554 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH BKF ENGINEERS FOR RIGHT-OF-WAY ENGINEERING SERVICES ASSOCIATED WITH THE FRANCISCO BOULEVARD EAST SIDEWALK IMPROVEMENT PROJECT, CITY PROJECT NO. 11349, IN AN AMOUNT NOT TO EXCEED $437,216 ______________________________________________________________________________ WHEREAS, the City has determined there is a need to expand the pedestrian and bicycle path/sidewalk along Francisco Boulevard East between Vivian Street and the Canal for safety improvements; and WHEREAS, federal funds from the Non-Motorized Transportation Pilot Program (NTPP) have been granted to the City for pedestrian and bicycle path improvements; and WHEREAS, the City Department of Public Works has procured design and environmental certification for the sidewalk improvements along Francisco Boulevard East; and WHEREAS, the City Department of Public Works needs to acquire Caltrans Right-of- Way Certification for this project prior to construction; and WHEREAS, City staff determined that design services from qualified consultants were required for this project to prepare the Right-of-Way Certification for the Francisco Boulevard East Sidewalk Improvement Project; and WHEREAS, the City staff issued a Request for Proposals (RFP) to multiple design firms to prepare the plans, specifications and estimates for the Francisco Boulevard East Sidewalk Improvement Project; and WHEREAS, BKF Engineers, Inc. provided a proposal for developing construction level documents to support the Francisco Boulevard East Sidewalk Improvement Project; and WHEREAS City Staff reviewed the proposal from BKF Engineers, Inc. and found it responsive to criteria specified in the RFP including, but not limited to, understanding of the work to be done, previous experience with similar projects, qualified personnel, and familiarity with City standards and the local area; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of San Rafael hereby approves and authorizes the City Manager to execute a Professional Services Agreement with BKF Engineers, Inc., in the form attached hereto as Exhibit “1” and incorporated herein by reference, subject to final approval as to form by the City Attorney, in an amount not to exceed $437,216. BE IT FURTHER RESOLVED that funds in the amount of $437,216 will be appropriated from the City Gas Tax Fund (206). BE IT FURTHER RESOLVED that the Director of Public Works is hereby authorized to take any and all such actions and make changes as may be necessary to accomplish the purpose of this resolution. I, LINDSAY LARA, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City on the 6th day of August 2018 by the following vote, to wit: AYES: COUNCILMEMBERS: Bushey, Colin, McCullough & Vice Mayor Gamblin NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Mayor Phillips LINDSAY LARA, City Clerk File No.: 06.01.241.01 AGREEMENT FOR PROFESSIONAL SERVICES WITH BKF ENGINEERS FOR ENGINEERING SERVICES ASSOCIATED WITH THE FRANCISCO BL VD EAST SIDEWALK IMPROVEMENT PROJECT RIGHT-OF-WAY CERTIFICATION ARTICLE I INTRODUCTION A. This contract is entered into as of the 1, i day of ND\/lrllba, 2018 by and between the following named, hereinafter referred to as CONSULT ANT, and the following named, hereinafter referred to as LOCAL AGENCY: The name of the "CONSULT ANT" is as follows: BKF Engineers, incorporated in or authorized to do business in the State of California. The Project Manager for the "CONSULTANT" will be Jason Kirchman The name of the "LOCAL AGENCY" is as follows: City of San Rafael The Contract Administrator for LOCAL AGENCY will be Bill Guerin, Public Works Director B. The work to be performed under this contract is described in Article II entitled Statement of Work and the approved CONSUL TANT's Cost Proposal dated July 20, 2018. The approved CONSULTANT's Cost Proposal is attached hereto (Exhibit B) and incorporated by reference. If there is any conflict between the approved Cost Proposal and this contract, this contract shall take precedence. C. CONSULT ANT agrees to indemnify and hold harmless and defend LOCAL AGENCY, its officers, agents , and employees from any and all claims, demands, costs, or liability arising from or connected with the services provided hereunder due to willful misconduct, recklessness, negligent acts, errors, or omissions of CONSULT ANT. CONSUL TANT will reimburse LOCAL AGENCY for any expenditure, including reasonable attorney fees, incurred by LOCAL AGENCY in defending against claims ultimately determined to be due to willful misconduct, negligent acts, errors, or omissions of CONSULT ANT. In no event shall the cost to defend charged to CONSULT ANT exceed the design professional 's proportionate percentage of fault. D. CONSULT ANT and the agents and employees of CONSULT ANT, in the performance of this contract, shall act in an independent capacity and not as officers or employees or agents of LOCAL AGENCY. E. Without the written consent of LOCAL AGENCY, this contract is not assignable by CONSULT ANT either in whole or in part. F. 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. G. The consideration to be paid to CONSULT ANT as provided herein, shall be in compensation for all of CONSULT ANT's expenses incurred in the performance hereof, including travel and per diem, unless otherwise expressly so provided . ARTICLE II ST A TEMENT OF WORK The CONSUL TANT shall perform the services specified in the Scope of Services, dated May 31, 2018 , attached hereto as Exhibit A and incorporated herein by reference . If there is any conflict between the terms of the Cost Proposal, attached hereto as Exhibit B, and the terms of this contract, the terms of this contract shall take precedence. Page 1 of 17 R\ \\\iAl ARTICLE III CONSULT ANT'S REPORTS OR MEETINGS A. CONSULT ANT shall submit progress reports at least once a month. The report should be sufficiently detailed for the Contract Administrator to determine, if CONSULT ANT is performing to expectations, or is on schedule; to provide communication of interim findings, and to sufficiently address any difficulties or special problems encountered, so remedies can be developed. B. CONSULTANT's Project Manager shall meet with LOCAL AGENCY's Contract Administrator, as needed, to discuss progress on the contract. ARTICLE IV PERFORMANCE PERIOD (Verbatim) A. This contract shall go into effect as of the date first hereinabove written, and the CONSULT ANT shall commence work after notification to proceed by LOCAL AGENCY'S Contract Administrator. This Agreement shall end upon completion of the work to the satisfaction of the LOCAL AGENCY'S Contract Administrator. B. CONSULT ANT is advised that any recommendation for contract award is not binding on LOCAL AGENCY until the contract is fully executed and approved by LOCAL AGENCY. ARTICLE VALLOW ABLE COSTS AND PAYMENTS (Verbatim) A. The method of payment for this contract will be based on actual cost plus a fixed fee. LOCAL AGENCY will reimburse CONSULT ANT for actual costs (including labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by CONSUL TANT in performance of the work. CONSULT ANT will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits, travel, equipment rental, overhead, and other estimated costs set forth in the approved CONSULTANT'S Cost Proposal (Exhibit 10-H), unless additional reimbursement is provided for by contract amendment. In no event, will CONSUL TANT be reimbursed for overhead costs at a rate that exceeds LOCAL AGENCY's approved overhead rate set forth in the Cost Proposal. In the event, that LOCAL AGENCY determines that a change to the work from that specified in the Cost Proposal and 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 the allowable incurred costs, LOCAL AGENCY will pay CONSULT ANT a fixed fee of $17,042.81. The fixed fee is nonadjustable for the term of the contract, except in the event of a significant change in the scope of services and such adjustment is made by contract amendment. 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, CONSULT ANT shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate . E. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of CONSUL TANT's fixed fee will be included in the monthly progress payments . If CONSUL TANT 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. Page 2 of 17 F. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this contract. G. CONSULT ANT will be reimbursed, as promptly as fiscal procedures will permit upon receipt by LOCAL AGENCY's Contract Administrator of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which CONSULT ANT 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 XI Equipment Purchase of this contract. The final invoice should be submitted within 60 calendar days after completion of CONSULT ANT's work. Invoices shall be mailed to LOCAL AGENCY's Contract Administrator at the following address: City of San Rafael Public Works Department Bill Guerin I I I Morphew Street San Rafael, CA 9490 I H. The total amount payable by LOCAL Agency including the fixed fee shall not exceed $437,216.00. I. Salary increases will be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and is approved by LOCAL AGENCY's Contract Administrator. 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. ARTICLE VI TERMINATION (Verbatim) A. LOCAL AGENCY reserves the right to terminate this contract upon thirty (30) calendar days written notice to CONSULT ANT with the reasons for termination stated in the notice. B. LOCAL AGENCY may terminate this contract with CONSULT ANT should CONSULT ANT 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 CONSUL TANT, LOCAL AGENCY shall pay CONSULT ANT the sum due to CONSULT ANT under this contract prior to termination, unless the cost of completion to LOCAL AGENCY exceeds the funds remaining in the contract. In which case the overage shall be deducted from any sum due CONSULT ANT under this contract and the balance, if any, shall be paid to CONSULT ANT upon demand. C. The maximum amount for which the LOCAL AGENCY shall be liable if this contract is terminated is $0.00 dollars. ARTICLE VII COST PRINCIPLES AND ADMINISTRATIVE REQUIREMENTS (Verbatim) A . CONSUL TANT agrees that the Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter I, Part 31.000 et seq., shall be used to determine the cost allowability of individual items. B. CONSUL TANT 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. Page 3 of 17 C . Any costs for which payment has been made to CONSULT ANT that are detennined by subsequent audit to be unallowable under 49 CFR, Part 18 and 48 CFR, Federal Acquisition Regulations System, Chapter I, Part 31.000 et seq., are subject to repayment by CONSULTANT to LOCAL AGENCY. ARTICLE VIII RETENTION OF RECORDS/AUDIT (Verbatim) For the purpose of determining compliance with Public Contract Code IO 115, 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; CONSULT ANT, Subconsultants, and LOCAL AGENCY shall maintain and make available for inspection 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 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. ARTICLE IX AUDIT REVIEW PROCEDURES (Verbatim) 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 LOCAL AGENCY'S Finance Director. 8. Not later than 30 days after issuance of the final audit report, CONSULT ANT may request a review by LOCAL AGENCY'S Finance Director of unresolved audit issues. The request for review will be submitted in writing. C. Neither the pendency of a dispute nor its consideration by LOCAL AGENCY will excuse CONSULT ANT from full and timely performance, in accordance with the tenns of this contract. D. CONSUL TANT and Subconsultant contracts, including cost proposals and ICR, are subject to audits or reviews such as, but not limited to, a contract audit, an incurred cost audit, an !CR Audit, or a CPA ICR audit work paper review. If selected for audit or review, the contract, cost proposal and ICR and related work papers, if applicable, will be reviewed to verify compliance with 48 CFR, Part 31 and other related laws and regulations. In the instances of a CPA ICR audit work paper review it is CONSULTANT's responsibility to ensure federal, state, or local government officials are allowed full access to the CPA's work papers including making copies as necessary. The contract, cost proposal, and !CR shall be adjusted by CONSULT ANT and approved by LOCAL AGENCY contract manager to conform to the audit or review recommendations. CONSULT ANT 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 CONSULT ANT 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. ARTICLE X SUBCONTRACTING (Verbatim) A. Nothing contained in this contract or otherwise, shall create any contractual relation between LOCAL AGENCY and any Subconsultant(s), and no subcontract shall relieve CONSUL TANT of its responsibilities and obligations hereunder. CONSULT ANT agrees to be as fully responsible to LOCAL AGENCY for the acts and omissions of its Subconsultant(s) 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 CONSULT ANT. CONSUL TANT's obligation to pay its Subconsultant(s) is an independent obligation from LOCAL AGENCY'S obligation to make payments to the CONSULT ANT. Page 4 of 17 B. CONSULT ANT 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 Administrator, except that, which is expressly identified in the approved Cost Proposal. C. CONSULT ANT shall pay its Subconsultants within ten ( I 0) calendar days from receipt of each payment made to CONSULTANT by LOCAL AGENCY. D. All subcontracts 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 Subconsultant(s) must be approved in writing by LOCAL AGENCY's Contract Administrator prior to the start of work by the Subconsultant(s). ARTICLE XI EQUIPMENT PURCHASE (Verbatim) A. Prior authorization in writing, by LOCAL AGENCY's Contract Administrator shall be required before CONSULT ANT enters into any unbudgeted purchase order, or subcontract exceeding $5,000 for supplies, equipment, or CONSUL TANT services. CONSULT ANT 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 CONSUL TANT's Cost Proposal and exceeding $5,000 prior authorization by LOCAL AGENCY's Contract Administrator; three competitive quotations must be submitted with the request, or the absence of bidding must be adequately justified. C. Any equipment purchased as a result of this contract is subject to the following: "CONSUL TANT shall maintain an inventory of all nonexpendable property. Nonexpendable property is defined as having a useful life of at least two years and an acquisition cost of $5,000 or more. If the purchased equipment needs replacement and is sold or traded in, 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, in accordance with established LOCAL AGENCY procedures; and credit LOCAL AGENCY in an amount equal to the sales price. If CONSULT ANT elects to keep the equipment, fair market value shall be determined at CONSULT AN T's expense, on the basis of a competent independent appraisal of such equipment. Appraisals shall be obtained from an • appraiser mutually agreeable to by LOCAL AGENCY and CONSULT ANT, if it is determined to sell the equipment, the terms and conditions of such sale must be approved in advance by LOCAL AGENCY." 49 CFR, Part 18 requires a credit to Federal funds when participating equipment with a fair market value greater than $5,000 is credited to the project. ARTICLE XII STATE PREVAILING WAGE RATES (Verbatim) A. CONSULT ANT shall comply with the State of California's General Prevailing Wage Rate requirements in accordance with California Labor Code, Section I 770, and all Federal, State, and local laws and ordinances applicable to the work. B. Any subcontract entered into as a result of this contract, if for more than $25,000 for public works construction or more than $15,000 for the alteration, demolition , repair, or maintenance of public works, shall contain all of the provisions of this Article, unless the awarding agency has an approved labor compliance program by the Director of Industrial Relations . C . When prevailing wages apply to the services described in the scope of services, transportation and subsistence costs shall be reimbursed at the minimum rates set by the Department of Industrial Relations (DIR) as outlined in the applicable Prevailing Wage Determination . See http ://www.dir.ca .gov . Page 5 of 17 ARTICLE XIII CONFLICT OF INTEREST (Verbatim) A. CONSULT ANT 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. CONSULT ANT 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. CONSULT ANT 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 contract. C. CONSULTANT hereby certifies that neither CONSULTANT, nor any firrn 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. D . Except for Subconsultants 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 XIV REBATES, KICKBACKS OR OTHER UNLAWFUL CONSIDERATION (Verbatim) CONSULT ANT 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 XV PROHIBITION OF EXPENDING LOCAL AGENCY STATE OR FEDERAL FUNDS FOR LOBBYING (Verbatim) A. CONSULT ANT certifies to the best of his or her know ledge and be) ief that: 1. No state, federal or local agency appropriated funds have been paid, or will be paid by-or-on behalf of CONSUL TANT 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 funds 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; CONSULT ANT shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions. B . This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into . Submission of this certification is a prerequisite for making or entering into this transaction imposed by 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 $ I 0,000 and not more than $100,000 for each such failure . Page 6 of 17 C. CONSULTANT also agrees by signing this document that he or she shall require that the language of this certification be included in all lower-tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. ARTICLE XVI ST A TEMENT OF COMPLIANCE A. CONSULT ANT's signature affixed herein, and dated, shall constitute a certification under penalty of perjury under the laws of the State of California that CONSUL TANT has, unless exempt, complied with, the nondiscrimination program requirements of Government Code Section 12990 and Title 2, California Administrative Code, Section 8 I 03 . 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, 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 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 5applicable regulations promulgated there under (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-t), 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 full. Consultant and its Subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. C. The Consultant shall comply with regulations relative to Title VI (nondiscrimination in federally-assisted programs of the Department of Transportation -Title 49 Code of Federal Regulations, Part 21 -Effectuation of Title VI of the 1964 Civil Rights Act). Title VI provides that the recipients of federal assistance will implement and maintain a policy of nondiscrimination in which no person in the state of California shall, on the basis of race, color, national origin, religion, sex, age, disability, be excluded from participation in, denied the benefits of or subject to discrimination under any program or activity by the recipients of federal assistance or their assignees and successors in interest. D. The Consultant, with regard to the work performed by it during the Agreement shall act in accordance with Title VI. Specifically, the Consultant shall not discriminate on the basis of race, color, national origin, religion, sex, age, or disability in the selection and retention of Subconsultants, including procurement of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the U.S. DOT's Regulations, including employment practices when the Agreement covers a program whose goal is employment. ARTICLE XVII DEBARMENT AND SUSPENSION CERTIFICATION A . CONSUL TANT's signature affixed herein, shall constitute a certification under penalty of perjury under the laws of the State of California, that CONSUL TANT has complied with Title 2 CFR, Part 180, "OMB Guidelines to Agencies on Government wide Debarment and Suspension (non-procurement)", which certifies that he/she or any person associated therewith in the capacity of owner, partner, director, officer, or manager, is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years . Any exceptions to this certification must be disclosed to LOCAL AGENCY . Page 7 of 17 8. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining CONSULT ANT responsibility. Disclosures must indicate to whom exceptions apply, initiating agency, and dates of action. C. Exceptions to the Federal Government Excluded Parties List System maintained by the General Services Administration are to be determined by the Federal Highway Administration. ARTICLE XVIII FUNDING REQUIREMENTS A. It is mutually understood between the parties that this contract may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the contract were executed after that determination was made. 8. This contract is valid and enforceable only if sufficient funds are made available to LOCAL AGENCY for the purpose of this contract. In addition, this contract is subject to any additional restrictions, limitations, conditions, or any statute enacted by the Congress, State Legislature, or LOCAL AGENCY governing board that may affect the provisions, terms, or funding of this contract in any manner. C. It is mutually agreed that if sufficient funds are not appropriated, this contract may be amended to reflect any reduction in funds. D. LOCAL AGENCY has the option to void the contract under the 30-day termination clause pursuant to Article VI, or by mutual agreement to amend the contract to reflect any reduction of funds. ARTICLE XIX CHANGE IN TERMS A. The terms and conditions of this contract, 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. 8. This written contract shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the LOCAL AGENCY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this contract, shall be valid or binding, except by way of a written amendment to this contract. D. The terms and conditions of this contract shall not be altered or modified except by a written amendment to this contract signed by the CONSULT ANT and the LOCAL AGENCY. E. If any conflicts arise between the terms and conditions of this contract, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this contract shall control. F. CONSULT ANT shall only commence work covered by an amendment after the amendment is executed and notification to proceed has been provided by LOCAL AGENCY's Contract Administrator. G. There shall be no change in CONSULTANT's Project Manager or members of the project team, as listed in the approved Cost Proposal , which is a part of this contract without prior written approval by LOCAL AGENCY's Contract Administrator. Page 8 of 17 ARTICLE XX 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. 8. The goal for DBE participation for this contract shall be that stated in the Contract Documents at the time of advertisement. Participation by DBE consultant or Subconsultants shall be in accordance with information contained in the Consultant Proposal DBE Commitment (Exhibit 10-01 ), or in the Consultant Contract DBE Information (Exhibit 10-02) attached hereto and incorporated as part of the Contract. If a DBE Subconsultant is unable to perform, CONSULT ANT must make a good faith effort to replace him/her with another DBE Subconsultant, if the goal is not otherwise met. C. DB Es and other small businesses, as defined in 49 CFR, Part 26 are encouraged to participate in the performance of contracts financed in whole or in part with federal funds. CONSULT ANT or Subconsultant shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. CONSULT ANT shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of US DOT-assisted agreements. Failure by CONSULT ANT to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as LOCAL AGENCY deems appropriate. D. Any subcontract entered into as a result of this contract shall contain all of the provisions of this section. 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, CONSULT ANT must meet the procedural requirements specified in 49 CFR 26.53(f). F. A DBE performs a Commercially Useful Function (CUF) when it is responsible for execution of the work of the contract and is carrying out its responsibilities by actually performing, managing, and supervising the work involved. To perform a CUF, the DBE must also be responsible with respect to materials and supplies used on the contract, for negotiating price, determining quality and quantity, ordering the material, and installing (where applicable) and paying for the material itself. To determine whether a DBE is performing a CUF, evaluate the amount of work subcontracted, industry practices, whether the amount the firm is to be paid under the, contract is commensurate with the work it is actually performing, and other relevant factors. G. A DBE does not perform a CUF if its role is limited to that of an extra participant in a transaction, contract, or project through which funds are passed in order to obtain the appearance of DBE participation. 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 does not perform or exercise responsibility for at least thirty percent (30%) of the total cost of its contract with its own work force, or the DBE subcontracts a greater portion of the work of the contract than would be expected on the basis of normal industry practice for the type of work involved, it will be presumed that it is not performing a CUF. I. CONSUL TANT shall maintain records of materials purchased or supplied from all subcontracts entered into with certified DB Es. The records shall show the name and business address of each DBE or vendor and the total dollar amount actually paid each DBE or vendor, regardless of tier. The records shall show the date of payment and the total dollar figure paid to all firms . DBE prime consultants shall also show the date of work performed by their own forces along with the corresponding dollar value of the work . 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 Subconsultants" CEM-2402F [Exhibit 17-F, of the LAPM], certified correct by CONSUL TANT or CONSUL TANT's authorized representative and shall be furnished to the Contract Administrator with the final invoice. Failure Page9ofl7 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 CONSUL TANT when a satisfactory "Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subconsultants" is submitted to the Contract Administrator. K. If a DBE Subconsultant is decertified during the life of the contract, the decertified Subconsultant shall notify CONSUL TANT in writing with the date of decertification. If a Subconsultant becomes a certified DBE during the life of the Contract, the Subconsultant shall notify CONSULT ANT in writing with the date of certification. Any changes should be reported to LOCAL AGENCY's Contract Administrator within 30 days. ARTICLE XXI CONTINGENT FEE CONSULT ANT 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 CONSUL TANT 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 from the contract price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee. ARTICLE XXII 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 Administrator and other LOCAL AGENCY representatives who may consider written or verbal information submitted by CONSULTANT. B. Not later than 30 days after completion of all work under the contract, CONSUL TANT may request review by LOCAL AGENCY Governing Board of unresolved claims or disputes, other than audit. The request for review will be submitted in writing. C . Neither the pendency of a dispute, nor its consideration by the committee will excuse CONSULT ANT from full and timely performance in accordance with the terms of this contract. ARTICLE XXIII INSPECTION OF WORK CONSUL TANT and any Subconsultant shall permit LOCAL AGENCY, the state, and the FHW A if federal participating funds are used in this contract; to review and inspect the project activities and files at all reasonable times during the performance period of this contract including review and inspection on a daily basis. ARTICLE XXIV SAFETY A. CONSULT ANT shall comply with OSHA regulations applicable to CONSUL TANT regarding necessary safety equipment or procedures. CONSUL TANT shall comply with safety instructions issued by LOCAL AGENCY Safety Officer and other LOCAL AGENCY representatives. CONSUL TANT personnel shall wear hard hats and safety vests at all times while working on the construction project site. B. Pursuant to the authority contained in Section 591 of the Vehicle Code, LOCAL AGENCY has determined that such areas are within the limits of the project and are open to public traffic. CONSULT ANT shall comply with all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code . CONSULTANT shall take all reasonably necessary precautions for safe operation of its vehicles and the protection of the traveling public from injury and damage from such vehicles. Page 10 of 17 C. Any subcontract entered into as a result of this contract, shall contain all of the provisions of this Article. D. CONSUL TANT must have a Division of Occupational Safety and Health (CAL-OSHA) permit(s), as outlined in California Labor Code Sections 6500 and 6705, prior to the initiation of any practices, work, method, operation, or process related to the construction or excavation of trenches which are five feet or deeper. ARTICLE XXV INSURANCE A. Scope of Coverage. During the term of this Agreement, CONSULT ANT shall maintain, at no expense to LOCAL AGENCY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million 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 perfonns any of the services required to be perfonned under this Agreement, a professional liability insurance policy in the minimum amount ofone million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONSULT ANT's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, LOCAL AGENCY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONSULTANT shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULT ANT's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against LOCAL AGENCY. B. Other Insurance Requirements. The insurance coverage required of the CONSULT ANT m subparagraph A of this section above shall also meet the following requirements: I. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be specifically endorsed to include the LOCAL AGENCY, its officers, agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) 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 LOCAL AG ENCY and shall not call upon LOCAL AGENCY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 01 04 13 . Page 11 of 17 3 . Except for professional liability insurance or worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal lllJUry. 4. By execution of this contract, CONSULT ANT hereby grants to LOCAL AGENCY a waiver of any right to subrogation which any insurer of CONSULT ANT may acquire against LOCAL AGENCY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not LOCAL AGENCY has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Form, then, following termination of this contract, 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 contract. 7 . The limits of insurance required in this contract may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of LOCAL AGENCY (if agreed to in a written contract or agreement) before LOCAL AGENCY'S own insurance or self- insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this contract that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to LOCAL AGENCY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (I) the minimum coverage and limits specified in this contract; 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 Contract Administrator and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or LOCAL AGENCY or other additional insured party. At LOCAL AGENCY's option, the deductibles or self-insured retentions with respect to LOCAL AGENCY shall be reduced or eliminated to LOCAL AGENCY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Subcontractors. CONSUL TANT agrees to include with all subcontractors in their subcontract the same requirements and provisions of this contract regarding indemnity and insurance to the extent they apply to the scope of the subcontractor's work. Subcontractors hired by CONSULTANT agree to be bound to CONSULTANT and LOCAL AGENCY in the same manner and to the same extent as CONSUL TANT is bound to LOCAL AGENCY under this contract. All subcontractors shall provide insurance with a blanket additional insured endorsement or coverage at least as broad as ISO form CB 20 38 04 13, and CONSULT ANT shall provide a copy of such endorsement of policy provision to LOCAL AGENCY. Pagel2ofl7 E. Proof of Insurance. CONSULT ANT shall provide to the Contract Administrator or LOCAL AGENCY'S City Attorney all of the following: (I) Certificates of Insurance evidencing the insurance coverage required in this contract; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this contract. LOCAL AGENCY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSUL TANT. 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 the Contract Administrator and the City Attorney. ARTICLE XXVI OWNERSHIP 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 further agreement will be necessary to transfer ownership to LOCAL AGENCY. CONSUL TANT shall furnish LOCAL AGENCY all necessary copies of data needed to complete the review and approval process. B. It is understood and agreed that all calculations, drawings and specifications, whether in hard copy or machine- readable form, are intended for one-time use in the construction of the project for which this contract has been entered into. C. CONSULT ANT is not liable for claims, liabilities, or losses arising out of, or connected with the modification, or misuse by LOCAL AGENCY of the machine-readable information and data provided by CONSULTANT under this contract; further, CONSULT ANT 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 CONSULT ANT. D. Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27, Subpart 27.3 -Patent Rights under Government Contracts for federal-aid contracts). E. LOCAL AGENCY may permit copyrighting reports or other agreement products. If copyrights are permitted; the agreement shall provide that the FHW A shall have the royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the work for government purposes. ARTICLE XXVII CLAIMS FILED BY LOCAL AGENCY's CONSTRUCTION CONTRACTOR A. If claims are filed by LOCAL AGENCY's construction contractor relating to work performed by CONSULT ANT's personnel, and additional information or assistance from CONSUL TANT's personnel is required in order to evaluate or defend against such claims; CONSULT ANT agrees to make its personnel available for consultation with LOCAL AGENCY'S construction contract administration and legal staff and for testimony, if necessary, at depositions and at trial or arbitration proceedings. B. CONSULT ANT's personnel that LOCAL AGENCY considers essential to assist in defending against construction contractor claims will be made available on reasonable notice from LOCAL AGENCY. Consultation or testimony will be reimbursed at the same rates, including travel costs that are being paid for CONSULT ANT's personnel services under this contract. C . Services of CONSUL TANT's personnel in connection with LOCAL AGENCY's construction contractor claims will be performed pursuant to a written contract amendment, if necessary, extending the termination date of this contract in order to resolve the construction claims. Page 13 of 17 ARTICLE XXVIII CONFIDENTIALITY OF DAT A A. All financial, statistical, personal, technical, or other data and information relative to LOCAL AGENCY's operations, which are designated confidential by LOCAL AGENCY and made available to CONSULT ANT in order to carry out this contract, shall be protected by CONSUL TANT from unauthorized use and disclosure. B. Permission to disclose information on one occasion, or public hearing held by LOCAL AGENCY relating to the contract, shall not authorize CONSULT ANT to further disclose such information, or disseminate the same on any other occasion. C. CONSULT ANT 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, CONSUL TANT's own personnel involved in the performance of this contract, at public hearings or in response to questions from a Legislative committee. D. CONSUL TANT shall not issue any news release or public relations item of any nature, whatsoever, regarding work performed or to be performed under this contract 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. For PS&E contracts, all information related to the construction estimate is confidential, and shall not be disclosed by CONSUL TANT to any entity other than LOCAL AGENCY. ARTICLE XXIX NATIONAL LABOR RELATIONS BOARD CERTIFICATION In accordance with Public Contract Code Section 10296, CONSULT ANT hereby states under penalty of perjury that no more than one final un-appealable finding of contempt of court by a federal court has been issued against CONSULT ANT within the immediately preceding two-year period, because of CONSUL TANT's failure to comply with an order of a federal court that orders CONSULT ANT to comply with an order of the National Labor Relations Board. ARTICLE XXX EVALUATION OF CONSULT ANT CONSUL TANT's performance may be evaluated by LOCAL AGENCY at LOCAL AGENCY'S discretion. If performed, a copy of the evaluation will be sent to CONSUL TANT for comments. The evaluation together with the comments shall be retained as part of the contract record. ARTICLE XXXI RETENTION OF FUNDS A. Any subcontract entered into as a result of this Contract shall contain all of the provisions of this section. B. No retainage will be held by the LOCAL AGENCY from progress payments due the prime CONSUL TANT. Any retainage held by the prime CONSUL TANT or Subconsultants from progress payments due Subconsultants shall be promptly paid in full to Subconsultants within 30 days after the Subconsultant's work is satisfactorily completed . Federal law ( 49 CFR 26 .29) requires that any delay or postponement of payment over the 30 days may take place only for good cause and with the LOCAL AGENCY 's prior written approval. Any violation of this provision shall subject the violating prime CONSUL TANT or Subconsultant to the penalties, sanctions and other remedies specified in Section 7108.5 of the Business and Professions Code. These requirements shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the prime CONSUL TANT or Subconsultant in the event of a dispute involving Pagel4ofl7 late payment or nonpayment by the prime CONSULTANT, deficient Subconsultant performance, or noncompliance by a Subconsultant. This provision applies to both DBE and non-DBE prime CONSULT ANT and Subconsultants. ARTICLE XXXII 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: LOCAL AGENCY: BKF Engineers Jason Kirchman, Project Manager 200 4th Street, Suite 300 Santa Rosa, CA 9540 I City of San Rafael Bill Guerin, Contract Administrator I I 1 Morphew Street San Rafael, CA 94901 ARTICLE XXXIII CONTRACT The two parties to this contract, who are the before named CONSULT ANT and the before named LOCAL AGENCY, hereby agree that this contract constitutes the entire agreement which is made and concluded in duplicate between the two parties. Both of these parties for and in consideration of the payments to be made, conditions mentioned, and work to be performed ; each agree to diligently perfonn in accordance with the terms and conditions of this contract as evidenced by the signatures below. ARTICLE XXXIV NO THIRD PARTY BENEFICIARIES LOCAL AGENCY and CONSULTANT do not intend, by any provision of this contract, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. ARTICLE XXXV COSTS AND ATTORNEY'S FEES The prevailing party in any action brought to enforce the terms and conditions of this contract, or arising out of the performance of this contract, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action . ARTICLE XXXVI LOCAL AGENCY BUSINESS LICENSE/ OTHER TAXES CONSUL TANT shall obtain and maintain during the duration of this contract, a LOCAL AGENCY business license as required by the San Rafael Municipal Code . CONSULT ANT shall pay any and all state and federal taxes and any Page 15 of 17 other applicable taxes. LOCAL AGENCY shall not be required to pay for any work performed under this contract, until CONSULT ANT has provided LOCAL AGENCY with a completed Internal Revenue · Service Form W-9 (Request for Taxpayer Identification Number and Certification). ARTICLE XXXVII WAIVERS The waiver by either party of any breach or violation of any term, covenant or condition of this contract, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other tenn, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, perfonnance, or other consideration which may become due or owing under this contract, 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 contract or any applicable law, ordinance or regulation. ARTICLE XXXVIII APPLICABLE LAW The laws of the State of California shall govern this contract. CONSULT ANT 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 contract. CONSULT ANT shall perform all services under this contract in accordance with these laws, ordinances, codes and regulations. CONSULT ANT shall release, defend, indemnify and hold harmless LOCAL AGENCY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. ARTICLE XXXIX SIGNATURES CITY OF SAN RAFAEL ATTEST: LINDSAY LARA City Clerk BKF ENGINEERS and BKF ENGINEERS By,A/~& Title:_/;_,.,_c:~-.s~/c~~~O __ 7 Page 16 of17 APPROVED AS TO FORM: ~ (2~~ L.,~FE R BERT F . EPSTEIN 'D ....... City Attorney Page 16 of 17 !EXHIBIT A I PROJECT APPROACH AND LEVEL OF EFFORT !:~Bkf Proposal -Francisco Blvd East Sidewalk Improvement Project SCOPE OF SERVICES The BKF Team will assist the City of San Rafael (City) in completing final design engineering, Public Outreach, Utility Coordination, Environmental Re-Validation services to prepare the project to be ready to list. CONSULTANT will also provide bid support and services during construction. Design Criteria The work produced under this Scope of Services must meet the laws and regulations administered by federal, state, and regional agencies, as well as local jurisdictions. The most current version of the following design standards/guidelines/criteria at the time this contract is executed will be used to complete the final design. Caltrans HDM Marin County Uniform Construction Standards California MUTCD 2014 Caltrans Standard Plans and Specifications 2015 Standard Specifications -Cities and County of Marin American with Disabilities Act (ADA) Caltrans Plans Preparation Manual Caltrans Local Assistance Procedures Manual (LAPM) Caltrans Bridge Design Specifications, Division of Structures Caltrans Memo to Designers, Division of Structures Caltrans Bridge Design Aids Manual, Division of Structures Caltrans Bridge Design Details Manual, Division of Structures Caltrans Bridge Design Practice Manual, Division of Structures Caltrans Seismic Design Criteria Caltrans Foundation Report Preparation for Bridge Foundations Caltrans Office of Specially Funded Projects, Information and Procedures Guide Caltrans Landscape Architecture Standards Manual Caltrans Right-of-Way Manual Caltrans Survey Manual Caltrans Safety Manual State Resources Control Board, NPDES General Permit for Stormwater Discharges Associated with Construction and Land Disturbance Activities, Order No. 2009-0009-DWQ, NPDES No. CAS000002 AASHTO, A Policy on Geometric Design of Highways and Streets AASHTO, Roadside Design Guide AASHTO LRFD Bridge Design Specifications with 2006 Interims and Caltrans Addenda (Blue Sheets) General As sumptions The following assumptions and clarifications have been made as part of the development of this Scope of !May 31, 2018 I Services and are being highlighted to further define all parties' expectations and limits of tasks for this phase of work (see the scope task descriptions for assumptions not listed here). During the life of the project, each assumption will be revisited, when appropriate, to ascertain its validity. Where assumptions are no longer applicable due to new, overriding conditions, the impact to scope, schedule, and budget will be assessed with the City. 1. The City will retain a construction contractor to USA the project site and pothole critical utilities. The BKF Team need not be present in the field during pothole operations. 2. City will provide CAD files for the Grand Avenue Pathway Connector Project for The BKF Team to use as reference for conform limits and as reference drawings in the plans. 3. The City will provide updated right-of-way (R/W) CAD files reflecting the relinquishments performed. 4. Geotechnical data developed during the original contract will be used for this scope of services. The geotechnical reports from adjacent projects will be referenced for the purposes of providing soil recommendations for retaining walls. 5. Because the project was designed to 100% before Caltrans relinquished R/W to the City, Caltrans standards will be maintained where currently present in the plans. 6. Topography from the original 2008 will be utilized for final plans. Inconsistencies or changed conditions will be addressed by the City and CH2M during construction. TASK 1: PROJECT MANAGEMENT AND COORDINATION BKF will provide project management and coordination services for the completion of work including: 1. Project management, coordination, and communication with the City and subconsultant team 2. Monthly progress reports and invoicing 3. Quality Control (QC) 4. Coordination meetings and communication with City Task 1.1 Project Management, Coordination, cmcl Communicc1tion BKF will perform administrative functions, including filing, word processing, meeting coordination, and mailings. BKF will manage the project and coordinate 5 PROJECT APPROACH AND LEVEL OF EFFORT !:~BkF Proposal -Francisco Blvd East Sidewalk Improvement Project technical design, public outreach, and R/W tasks through correspondence, project meetings, and memoranda. The project manager; Jason Kirchmann, will be the City's primary point of contact. Whenever unforeseen issues arise that affect the scope, schedule, and budget of the project, they will be brought to the attention of the City immediately for discussion and direction. Items of work required to address these Team project manager will work with the City and Caltrans to adapt the QC processes, consistent with the Caltrans Quality Management Handbook, to accommodate Caltrans' available resources during reviews by Caltrans Functional Units. The QC tasks include providing senior review, input and support for key deliverables and decision-making, including all aspects of the project deliverables. issues that are not otherwise part of the Scope of Task 1.4 Coordination Meetings Services will be identified and presented to the City. Upon -The BKF Team will : approval of the out-of-scope work requirements, a scope, Coordinate, attend, and document coordination schedule, and budget will be prepared for the task(s) and meetings to track and monitor project progress negotiated separately with the City. Provide updates to the City regarding project status, Deliverables Meeting agendas and notes Task 1.2 Monthly Progress Reports cmd Invoicing The BKF Team will prepare monthly invoices and progress reports and submit these to the City. The invoice formatting will be established with the City for contract compliance and will follow appropriate federal accounting guidel i nes. Each invoice will include a copy of subconsultants' invoices, a breakdown of hours and charge rates by grade classification, and a summary of expenses by category. The accompanying monthly progress report and spreadsheet will include items such as a summary of activities performed, budget status by task, task percentage of completion, project estimate at completion (EAC), issues identified/resolved during the billing period, and anticipated work during the next period. As part of the monthly progress reporting, a status of any out-of- scope work items that have been identified to have an impact on the project scope, schedule, and budget, will be included. The BKF Team will work with the City to develop the project progress reporting format to ensure it is comprehensive and adequate to measure progress. Assumptions Twelve (12) monthly progress reports/invoices are estimated Deliverables Progress reports and monthly invoices Project schedule and updates Tcisk 1.3 Quc11ity Control The BKF Team will provide the technical resources and QC process for the project. The Quality Management Plan prepared as part of the original contract will be referenced for team guidance on the project. The BKF any data requests, and to discuss the path forward Provide meeting notices, prepare meeting materials and agenda as needed, and attend/participate and prepare meeting notes for approximately twenty-four (24) Coordination Meetings. Assumptions It is anticipated that coordination meetings will occur as often as weekly and no less than monthly, on an as-needed basis Meetings are expected to take no more than 1 hour and will primarily be held via conference call. In- person meetings will be provided when warranted or requested by the City. Two members of the BKF Team will attend coordination meetings Deliverables Preparation and distribution of meeting agendas and notes for coordination meetings (up to 24) TASK 2: REVIEW AND UPDATE 100% PLANS, SPECIFICATIONS, AND ENGINEER'S ESTIMATE Task 2.1 Uf?dc1te 100% Plcms cmd Spe1;i tic ntinns The BKF Team will review the 100% plans to determine changes necessary to meet current standard plans. We will supplement the 100% plans prepared as part of the original contract with updates to reflect changes in Right- of-Way, outdated standard plans, and utility conflicts identified during potholing services. The plans will also be updated to conform to the Grand Avenue Pathway Connector Project crossing over the canal (prepared by others). Plans will be updated to replace expired Professional Engineer stamps and CH2M will also update the plans per markups provided by the City. It is assumed that the changes will be minor in nature and that plans were thoroughly reviewed and approved by the City during the original contract. Significant changes to the 6 PROJECT APPROACH AND LEVEL OF EFFORT !:~BkF Proposal -Francisco Blvd East Sidewalk Improvement Project 100 · ::~·-~~•, ... .a .. 11 . .111111 design are not anticipated or included in this scope of services. The BKF Team will provide responses to City comments. Retaining wall plans will be reviewed and checked by structural engineers for compliance with current codes. A geotechnical engineer will review previously prepared geotechnical reports from adjacent projects to prepare earth pressure and bearing capacity recommendations for the retaining walls. Services are anticipated to include : Review of geotechnical engineering report Verification of wall geometry Review and update plans Reinforced Concrete Wall Design and Details Update Quantities, bid items, and unit costs Quantity Check Senior QC Review of plans CH2M will provide support for developing and coordinating specifications with the City. It is understood that the City will furnish a bid booklet, including boiler plate and technical specifications, and maintain responsible charge of the specifications. Assumptions Up to 140 hours for design and drafting revisions related to City redlines, and as a result of potholing results Up to 40 hours for developing and coordination specifications with the City. Two rounds of review comments from the City Design changes will be focused on City redlines, pothole analysis, R/W updates, and conformance to the Grand Avenue Pathway Connector Project only. Utilities identified to be in conflict with the design will be relocated One (1) site visit to assess current project conditions for the purposes of design. It is assumed that three (3) members of the project design team will attend the site visit The City will furnish a bid booklet, including boiler plate and technical specifications. previously prepared specifications for this project Plans will be updated to comply with Caltrans Standard Plans 2015 Deliverables Draft and Final 100% Plans Responses to City Comments Internal QC Documentation PS&E RTL Checklist (Caltrans LAPM Exhibit 12-D) Task 2.2 Quantities and Estimate CH2M will conduct a thorough review of quantities, bid items, and unit prices. The engineer's estimate will be prepared using the most recent and relevant Caltrans Cost Data as well as the City's historic cost data, if available. Caltrans standard bid items will be used per the 2015 Standard Plans and Specifications. Deliverables Draft and Final 100% Engineer's Estimate TASK 3 PUBLIC OUTREACH The goal of the public outreach task will be to inform, engage, and manage concerns and expectations of stakeholders, particularly property owners adjacent to City Right-of-Way, in anticipation of upcoming construction activities. Task 3.1 Public Participation and Communication Plans The BKF Team will develop and implement a comprehensive public participation and communications plan with input from the City. Throughout the public participation process, the BKF Team will manage the expectations of stakeholders by defining project parameters, clarifying and addressing stakeholders' concerns, and communicating how the project decisions reflect the purpose and need of the planned project. Elements of the plan include the following: Communication schedule including project milestones, frequency of interaction, and the settings for interactions outlined Public participation activities including the sequence of activities that will be conducted throughout the project duration. These activities are anticipated to include one-on-one and small group stakeholder meetings, public meetings, as well as other communication methods Assumptions The City will provide an updated list and contact information of relevant stakeholders in the project area, including property owners, businesses, business owners' or tenants' names, addresses and contact information (phone numbers, email, etc.) Deliverc1bles Public participation and communications plan Task 3.2 Stakeholder Outreach, Matrix and Meetings, and Project Database Stakeholder meetings will provide an opportunity for the City to communicate with landowners, businesses, and other interested parties that may be affected by the project regarding their concerns, issues, and expectations. 7 PROJECT APPROACH AND LEVEL OF EFFORT !:~Bkf Proposa l -Francisco Blvd East Sidewalk Imp, ovement Project It is anticipated that stakeholder meetings will be informal one-on-one or small group focus meetings. The BKF Team will serve as an extension of City staff and will be the primary point of contact for all stakeholders and interested parties . The intent of the stakeholder meetings will not be to solicit feedback with respect to the planned project but rather to keep interested parties informed on the City's plans as it relates to schedule, anticipated temporary construction impacts, and any right of way concerns associated with those construction impacts. Assumptions The design team will not implement design changes requested by or because of feedback provided during stakeholder meetings City representative(s) will be available during various stakeholder meetings to help answer questions/ address concerns The BKF Team will work with the City to identify suitable meeting locations in the project vicinity The project will not require any project branding or development of project-specific logos, websites, or media releases A maximum of 6 exhibits will be prepared for stakeholder meetings Reproduction costs associated with presentation materials will be reimbursed by the City Costs for meeting rooms, direct mail, and advertising placement will be the responsibility of the City It is assumed that a public meeting complying with Caltrans PDPM Chapter 11-Public Hearings is not required. Deliverables Information and presentation materials for stakeholder meetings including PowerPoint presentations, flyers/ handouts, and/or exhibit boards Meetings agendas and summaries with action item lists Schedule and interview stakeholders Provide stakeholder feedback Task 3 .3 Communication Materials The BKF Team will provide a fact sheet to update interested parties on project development and available information on the project development process . Materials will be provided to the City for approval prior to distribution. Assumptions The City will be responsible for distributing fact sheet materials Dellverc1bles One (1) Draft and Final fact sheet for City approval. TASK 4: RIGHT-OF-WAY SERVICES Task 4.1 Utility Coordination The BKF Team will prepare and send utility coordination letters with exhibits to all known utilities within the project limits and follow up with those in conflict with the proposed design. The BKF Team will prepare and submit to Caltrans the Report of Investigation, Utility Agreements, Notice to Owners, and all other documents as required by the local assistance process. The BKF Team will coordinate with the Caltrans Local Assistance representative(s) to obtain approval on approved language in the NTOs and coordinate with the City to obtain signatures. Assumptions Utility owners are liable for relocations Deliverables Utility Relocation Exhibit for each owner in conflict Utility Coordination Letters Report of Investigation, Utility Agreements, and Notice to Owners, as needed Task 4.2 Righi-of-Way Appraisal and Acquisition Bender-Rosenthal (BRI) will develop complete appraisals for the City that will state the estimated fair market value of the interests to be acquired from each referenced property. The appraisal reports will be summary appraisal reports that will be prepared in conformance with and subject to the requirements of the Code of Professional Ethics and the Standards of Professional Practice of the Appraisal Institute, which fully incorporate the Uniform Standards of Professional Appraisal Practice (USPAP) of the Appraisal Foundation . Jurisdictional exceptions may apply in some cases. The Code of Federal Regulations [49 CFRs 24 .102 (c) 2] provides that an appraisal is not required for parcels estimated at $10,000 or less. Use of this method assumes the valuation problem is uncomplicated and the fair market value is estimated at $10,000 or less based on a review of available data. The $10,000 amount includes severance damages but excludes any insignificant construction contract work. The "Waiver Valuation" is not an appraisal and is to be used merely for documentation in support of the estimated compensation to be paid to the property owner. Criteria considered in making the determination as to "uncomplicated" valuations included: 1. An appraisal review is not required if this method is selected; 2. There is no serious question as to the highest and 8 PROJECT APPROACH AND LEVEL OF EFFORT !:~Bkf Proposal -Francisco Blvd East Sidewalk Improvement Project best use; 3. There is adequate market data available; 4. There are no substantial damages and benefits involved; 5. All interests in parcels are estimated to be valued at less than $10,000; and 6. There is no substantial decrease in market value due to the presence of hazardous material/waste. Please note, waiver valuations cannot be used to condemn. Should court action be determined necessary, an Appraisal Report will be required, resulting in the assessment of additional fees. Based on our review of the project's real property requirements, all 9 parcels may fall into the narrative appraisal category and 10 parcels may be eligible for waiver valuations. In the event the major improvements are located on the remainder and not subject to potential severance damages, the appraiser may elect not to value these improvements. This is assumed to be the case for most of the properties affected by this project. If it is later determined that the improvements are affected, additional fees will be indicated. Ultimately, the fair market value opinions and conclusions within the appraisal report or waiver valuation will be used as the basis for the City to establish the offer of just compensation as required by law. This scope specifically excludes any goodwill appraisals, dual appraisals, furniture/ fixture/equipment appraisals, and detailed construction cost estimates for site reconfiguration or building reconstruction. Items that may affect the appraisal process include: Complexity of the valuation; Impact of the interests to be acquired (e.g. Temporary Construction Easements, Sidewalk Easements and Public Utility easements). Damage Analysis (Severance Damage, Cost to Cure, etc.) Assumptions No residential or business relocation is involved. Full documentation to Federal and State standards for all tasks. No expert witness testimony. No Coordination with State or Federal RW departments, other than listed in scope. Notice of Decision to Appraise letters will be sent within 5 days of Notice to Proceed. No significant severance damages are anticipated. No damage analysis for loss of parking is required. Plats and Legal Descriptions provided by the Client. Preliminary Title Reports will be provided by the Client. Deliverables One electronic copy of each Appraisal Report; hard copy to be provided if requested -up to 10 Task 4.3 Appraisal Review Per Federal and State regulations, (Uniform Act) a qualified reviewing appraiser shall examine all appraisals to assure that they meet applicable appraisal requirements and shall, prior to acceptance, seek necessary correction or revisions. In addition, the review appraiser shall certify that the opinion of fair market value is reasonably supported by an acceptable appraisal. Assumptions No residential or business relocation is involved. Full documentation to Federal and State standards for all tasks. No expert witness testimony. No Coordination with State or Federal RW departments, other than listed in scope . Notice of Decision to Appraise letters will be sent within 5 days of Notice to Proceed. No significant severance damages are anticipated. Plats and Legal Descriptions provided by the Client. Preliminary Title Reports provided by the Client. Deliverables Review certification appraisal reports -up to 10 Task 4.4 Acquisition Services BRI will develop all necessary contracts, conveyance documents and escrow instructions necessary to make offers in accordance with state and federal laws and following our client's processes. BRI will prepare the offer letter based on the "Just Compensation" value determined by the City staff. BRI will meet with the owners and convey documents until acceptance or impasse is reached regarding necessary acquisitions and easements. BRI will contact each property owner at least six (6) times within the first 60 days of approval to proceed. BRI will attempt to meet with each owner at least one time in person and may make additional contacts by phone, e-mail or through the postal service. Steps within the acquisition process are outlined below and will be tailored to the City's need for services: Review the project concept and design with staff and other consultants. Review appraisals, title reports, maps and descriptions of the required parcels. 9 PROJECT APPROACH At'-1D LEVEL OF EFFORT ~~Bkf Proposal -Francisco Blvd East Sidewalk Improvement Project Conduct field review of the project area. Prepare right-of-way contracts and other acquisition documents. Meet with the property owners to discuss the project in general; review of maps and legal descriptions; confirm information about occupants/owners and make the official First Written Offer to owner. The acquisition task assumes a settlement by the sixth contact either in person, telephone, or e-mail. A recommendation to client will be made after impasse has been reached. To reach impasse: l. Go through the acquisition steps outlined; plus 2. Make up to six attempts to contact the owner (personal call , letter or phone call) in any combination. Contact attempts will be made at least once each week; plus 3. Respond to property owner inquiries verbally and in writing within two business days . 4. Deliver signed purchase agreement and signed and acknowledged documents for a closed transaction or deliver a memorandum explaining impasse. 5. If the property owner provides a counter-offer, BRI staff will prepare a recommendation to the client to accept, reject, or modify the counter- offer. 6. If the client accepts the counter-offer, BRI will prepare up to one (1) Administrative Settlement that complies with State and Federal guidelines. 7. Work with all parties to encourage acquisition within 60 days of the approval of the appraisal. Maintain a parcel diary to document all interactions with property owners and their tenants. Prepare escrow instructions for Title to clear exceptions as needed The following items are excluded from this proposal but can be add at the client's request: Obtaining tenant consent/releases or quit claim deeds Providing support for Resolutions of Necessity and/or condemnation activities Continued negotiations with property owners after the RON is obtained Deliverables Signed Purchase Agreements and Permanent Easement or Temporary Construction Easement Deeds from up to 10 parcels Task 4.5 Escrow Services To facilitate the closing of the various RW transactions, the project will need escrow and title support as part of the scope of work. This task is very difficult to quantify for a scope. Tasks available to be considered include: Review existing easements and permits. Prepare escrow instructions to clear title exceptions as necessary. Review legal descriptions and plats for the project. Title Company to draft consent to easement, and/or subordination agreement. Title Company to follow through with appropriate lenders, beneficiaries and trustees. Prepare and send Request for Invoice and Demand to the Title Company. Copy and forward fully executed easement deed and purchase agreement to City for acceptance. Receive approved fully executed purchase agreement from the City. Forward approved executed copy to property owner. Review the Final Policy of Title to assure that all Title has cleared all exceptions indicated in the escrow instructions. BRI will also coordinate escrow closings. Send all executed acquisition documents through escrow and transmit to the appropriate parties, (property owner and City) Prepare transmittal and forward closed files to the City's Project Manager. Does not include research and securing owner's Trust Certificates and Statement of Identities. Assumptions All R/W Activities are to conform to Caltrans Standards, Practices, Policies and Manuals Full documentation to Federal and State standards for all tasks Deliverables Facilitate Title and Escrow support as outlined above for up to 10 parcels. Task 4.6 Construction Easements BKF will prepare one (1) overall R/W Exhibit including limits of anticipated permanent and temporary construction easements. BKF will prepare up to nineteen (19) easement exhibits for individual parcels impacted by the project for the purposes of developing legal descriptions. Assumptions Preparation of legal descriptions is not included in this scope of services Deliverables One (1) Overall R/W Exhibit · Individual easement exhibits by parcel (up to 9) 10 PROJECT APPROACH AND LEVEL OF EFFORT !:~BkF Proposal -Francisco Blvd East Sidewalk Improvement Project TASK 5: ENVIRONMENTAL COMPLIANCE RE-VALIDATION CH2M will review the supplemental plans under Task 2 and compare these to the original 100% plans submitted under the original contract to determine if substantial changes merit an environmental re-validation under CEQA and/or NEPA If a project re-validation is recommended, CH2M will coordinate with the Caltrans Local Assistance Office to update technical studies submitted under original contract to support a Caltrans revalidation using Caltrans SERS forms, templates and guidance. It is assumed that existing conditions of the project corridor have not changes substantially or significantly since NEPA was first granted. As such, it is assumed that the City will not be required to reopen Section 106 (Cultural) or modify any of the previously submitted technical memoranda or other environmental reports. Assumptions One (1) Site visit to review existing conditions. It is assumed that one person from the environmental team will attend One round of Caltrans comments Deliverc1bles Draft and Final Re-Validation Form Reponses to Caltrans Comments TASK 6: FINAL BID PHASE AND BID PHASE SUPPORT The BKF Team will support the City during the bid phase of the project by attending the pre-bid meeting (if requested by the City), responding to RFls during bidding, and preparing contract addenda, if required. The BKF Team will assist in the review of construction bids and make a recommendation to the City for award of the construction contract. Assumptions Only one bid period and one contract will be needed The advertising, Award, and Administration will be provided by the City Bid support will occur for up to 2 months Deliverc1bles Provide support information for pre-bid meeting, answer bidder questions, and provide addenda as needed Attend one (1) pre-bid meeting TASK 7: CONSTRUCTION SUPPORT SERVICES The BKF Team will provide the following construction support services : 1. Attend regularly scheduled construction meeting, including the pre-construction meeting, to respond to questions concerning the plans, specifications, and estimate. 2. Be available to be on-site to respond to questions arising from the progress of work. 3. Review material submittals and shop drawings as required by the Special Provisions. 4. Respond to RFls from the contractor at the request of the City and prepare modifications or revisions to the contract documents 5. Assist the City in preparation of contract change orders, if necessary 6. Participate in the final walk through of the constructed project and assist in the preparation of "punch list" items in need of work. 7. Prepare record drawings following construction markups by the contractor and the resident engineer. It is our understanding that the City does not intend to acquire new topographic survey as part of this phase of the project. Due to the existing flat grades and potential for settlement over time, grades shown on the plans are at risk to conflict with current site conditions. BKF/ CH2M will make reasonable efforts to respond to RFls and modify the design as needed, but significant design changes resulting from differences in site conditions and surveyed topography are not included in this scope of services. Assumptions Up to 40 submittals Up to 25 RFis Resident Engineer services to be provided by the City. Deliverc1bles Attend up to 40 meetings during construction, including the pre -con meeting with the contractor Provide responses to RFis (up to 25) Attend one (1) pre-con meeting Review and approval of submittals and shop drawings (up to 40 assumed) Record drawings (22" x 34" PDFs and AutoCAD format) TASK 8: CONDUCT "BEFORE" AND "AFTER" PEDESTRIAN AND BICYCLE COUNTS The BKF Team will provide the following construction support services: 11 PROJECT APPROACH Al\10 LEVEL OF EFFORT ~Bkf Proposal -Francisco Blvd East Sidewalk Improvement Project 100•:=~~~ .,, ..... '1,U\4.tf TJKM will collect pedestrian and bicycle counts at specified locations under "Before" and "After" construction conditions for a duration of 15-hours on a typical weekday when schools are in session. Bicycle and pedestrian count data will be collected from 6:00 a.m. to 9:00 p.m. TJKM can collect weekend counts upon discussion with the stakeholders as an optional task. The counts will be collected as specified below: 1. "Before" pedestrian and bicycle counts will be collected within 12-months of beginning of construction activities and completed by May 1, 2019. 2. "After" pedestrian and bicycle counts will be collected by at least 6-months after the end of construction activities. TJKM will review the data collected and develop "Before" and "After" data collection summary reports, which include description of the method(s) used to collect data as well as a summary of findings. All counts and reports shall be performed in accordance with standard industry practice and satisfy ATP requirements. Deliverables "Before" Construction Conditions Technical Memorandum and Raw Data "After" Construction Conditions Technical Memorandum and Raw Data , , 12 !EXHIBIT B Locul .-\ssistunce Procedures i\lnnunl EXHIBIT 10-H COST PROPOSAL (EXAMPLE #1) PAGE I OF 2 ACTUAL COST-PLUS-FIXED FEE CONTRACT (DESIGN. ENGINEERING AND ENVIRONMENTAL STUDIES) Cost Pro os11l Note : Mark-ups are Not Allowed Consultant BKF Engineers Date 7120 12018 Project No. _______ _ Contract No. DIRECT LABOR Classification/Title Name hours Actual Hourlv Rat1 Total Greg Hurd 24 S9l.93 S2,206.32 Gordon Sweet 12 S76.96 S923.52 Jason Kirchmann 200 S73.81 S1-U62 .00 Bryan Jackson 204 S58.00 SI 1.832 .00 Leslie Mola 97 S42.50 S4 ,122.50 Alfredo Gomez 84 S43.23 S3,631.32 Greg Gardea 84 S36.22 S3,042.48 Aubrey Garaghan 210 S38.00 S7.980.00 Daniel Condon 48 S29.00 S1.392.00 LABOR COSTS a) Subtotal Direct Labor Costs S49,892.14 b) Anticipated Salary Increases (see page 2 for sample) S 1.608.52 c) TOTAL DIRECT LABOR COSTS J(a) + (b)j ____ -'-S_5 l....:.,)_-o_0_.6_6 FRINGE BENEFITS d) Fringe Benefits INDIRECT COSTS f) Overhead (Rate_: ____ _ (Rate : 176.0U"" h) General and Administrative (Rate : ____ ~ e) Total Fringe Benefits [(c l x (d)] _____ s_o_.o_o g) Overhead [(c ) x (f)] ____ S9_0-'-,6_4_1_.1_7 i) Gen & Admin [(c) x (h)] _____ S_0_.U_0 j) Total Indirect Costs [(e) + (g) + (i)] $90,641.17 ---------FEE (Profit) (Rate: I l.99°·n k) TOTAL FIXED PROFIT [(c) + (j)] x (q)] _____ $_17_,04_2_.8_1 i) CONSULT ANT OTHER DIRECT COSTS (ODC) Description Unit(s) Unit Cost Total Mileage Costs Equipment Rental and Supplies Pem1it Fees Plan Sheets Test Other 349 S0.55 Sl9l.95 SO.OD SO.OD S0 .00 SO.OD 200 S0.36 S72.00 I SO.OD SO.OU S499.96 S499.96 J i) Total Other Direct Costs [(I)+ (m) + (n) + (o)+(p) + (q)+(r)] ______ S_7_63_._9_1 m) Subconsultant Cost NOTES . LPI' 15-01 Subconsuhant I: Jacobs CH2M Hill Subconsuhant 2: Bcndcr-Roscn lha l Subconsullanl ): Merrill Morri s r unners Suhconsuhan1 4: Y &C Tran,pnr1a1ion Consuhanls Subconsullant 5: T JK1'I Subconsultant 6: Cons truction En ginci:ring Consulting Group. Inc. $79,151.00 S 174 .230.04 SI 1,248.00 S6,000.00 S6,638.00 SO.DO m) Total Subconsultant ____ Sc....2_7_7,:....2_67_._04_ n) TOTAL OTHER DIRECT COSTS INCLUDING SUBCONSULTANTS (i) + (m) S278,030.95 TOTAL COST [(c) + (jl +(kl+ (n)l ____ S_4_3_7._2_15_._58_ Key pcrsonnelfil!!il.be marked w ith an asterisk(•) and employees that arc subject 10 prevailing wage requirements must he marked with two asterisks(*•). All costs must comply with the redeml cost principles. Subconsullants will pro vide their own cost proposals. The co,1 proposal format s ha ll not be a mended. Indirect cost rJtes shall be updat ed on an annual basis in accordance wnh the consuham ·, annual accounting peri od and established by a cogni,ant agency or accepte d by C altmns . Antic i pated salary increases calculation (page 2) must accompany. Exhibit 10-H Junuury 14, 2015 Local Assistance Procedures i\lanual EXHIBIT l0-H COST PROPOSAL (EXAMPLE #1) PAGE 2 OF 2 ACTUAL COST-PLUS-FIXED FEE CONTRACT (SAMPLE CALCULATIONS FOR ANTICIPATED SALARY INCREASES) I. Calculate Average Hourly Rate for 1st )'ear of the contract (Direct Labor Subtotal divided by total hours) Direct Labor Subtotal per Cost Proposal S49,892.14 Total Hours per Cost Proposal 963 Avg Hourly Rate $51.81 5 Year Contract Duration Year I Avg Hourly Rate 2. Calculate hourly rate for all years (Increase the A,·erage Hourly Rate for a year by proposed escalation~ Avg Hourly Rate Proposed Escalation Year I S51.81 + 4 .0%, S53.88 Year 2 Avg Hourly Rate Year 2 S53.88 + 3 .0°0 S55 .50 Year 3 Avg Hourly Rate Year 3 S55.50 + 3 .011 ~, S57.16 Year4 Avg Hourly Rate Year4 S57.16 + 3.0°0 S58 .88 Y car 5 Avg Hourly Rate 3. Calculate estimated hours per year (i\lultiply estimate% each year by total hours) Estimated 0,., Total Hours Total Hours Completed Each Year per Cost Proposal per Year Year I 35.00°,o * 963.0 337.1 Estimated Hours Year I Year 2 45.0011 11 * 963,0 433.4 Estimated Hours Year 2 Year 3 20.U0'l·11 * 963.0 192.6 Estimated Hours Y car 3 Ycar4 0.00°•11 * 963.0 0.0 Estimated Hours Y car 4 Year 5 0.0011 ·0 * 963.0 0.0 Estimated Hours Y car 5 Total 100% Total 963.0 4. Calculate Total Costs including Escalation (i\lultipl)· A,·erage Hourly Rate by the number of hours) Year I Year 2 Year 3 Ycar4 Year 5 NOTES: Lrr 1s-01 Avg Hourly Rate Estimated hours (calculated above) (calculated above) S51.81 * 337 S53.88 * 433 S55.50 * 193 S57.16 * () S58.88 * 0 Total Direct Labor Cost with Escalation Direct Labor Subtotal before Escalation Estimated total of Direct Labor Salary Increase Cost per Year S 17.462.25 S23.349.5 2 S10.688.89 SO.DO S0.00 S51.500.66 S49,892.14 $1,608.52 Estimated Hours Year I Estimated Hours Y car 2 Estimated Hours Year 3 Estimated Hours Year 4 Estimated Hours Year 5 Transfer to Page I This is not the only way to L-stimate salary increases. Other methods will be accepted if they clearly indicate the% increase, the # of years of the contract. and a breakdown of the labor to be perfonned each year. An estimation that is based on direct labor multiplied by salary increase"'• multiplied by the# of yea rs is not acceptable. ( i.e. S250.000 x 2"" x 5 yrs -S25,000 is not an acceptable methodology) This assumes that one year will be worked at the rate on the cost proposal before salary increases arc granted. Exhibit 10-H .lanUUI') I~. 2015 Local Assistance Procedures Manual EXHIBIT 10-Hl COST PROPOSAL Pagd nn Certification of Direct Costs: EXHIBIT IO-HI Cost Proposal I, the undersigned, certify to the best ofmy knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are actual, reasonable, allowable, and allocable to the contract in accordance with the contract terms and the following requirements : I . Generally Accepted Accounting Principles (GAAP) 2 . Tenns and conditions of the contract 3. Title 23 United Sta tes Co de Sectio n I I 2 -Letting of Contracts 4. 48 Code of Fede ral Regu lat ion s Pa rt 31 -Contract Cost Principles and Procedures 5 . 73 Code of Fede ral Regul ation s Pa rt I 7J -Procurement, Management, and Administration of Engineering and Design Related Service 6 . 48 Code of Fede ral Regul ati ons Part 9 90 4 -Co st Accou nting Stan dards Boa rd (when applicable) All costs must be applied consistently and fairly to all contracts . All documentation of compliance must be retained in the project files and be in compliance with applicable federal and state requirements . Costs that are noncompliant with the federal and state requirements are not eligible for reimbursement. Local governments are responsible for applying only cognizant agency approved or Calt rans accepted Indirect Cost Rate(s). Prime Consultant or Subconsultant Certifving: Name: Greg Hurd Title*: Principal/Executive Vice President S . ~'7,.-,, ..,/....,,... D t·c .fi . ( m/dd / 7/20/2018 tgnature : ~~/~~ ate o ert1 1cat1on m yyyy): _____ _ Email : ghurd@bkf.com Phone Number: 707-583-8500 Address: 711 Grand Avenue, Suite 240, San Rafael, CA 94901 * An individual executive or financial officer of the consultant's or subconsultant's organization at a level no lower than a Vice President or a Chief Financial Officer, or equivalent. who has authority to represent the financial information utilized to establish the cost proposal for the contract. Civil Engineering, Land Surveying, Public Outreach and Project Management Page 3 of9 January 2018 RECEIVED I• NOV O 6 2018 r' " .. ENGINEERS . SURVEYORS . PLANNERS PUBLIC WORKS DEPT. ,I CITY OF SAN RAFAEL i-: , .• LETTER TRANSMITTAL TO: City of San Rafael DPW 111 Morphew Street San Rafael, CA 94915 DATE 10/30/2018 I JOB NO. ATTENTION Dave Nicholson 20180622-10 RE: Francisco Blvd East Sidewalk Improvements We are sending you: □ Drawings D Specifications □ Reports ~ Other Via: □ Overnight ~ Regular Mail □ Will Call ~Ad Deli.E,y Purpose: ~ For Signature □ For Review/Comment ~ For Approval □ For Your File D At Your Request NUMBER NUMBER DATE DESCRIPTION OF COPIES OF PAGES 3 -17 Partially Executed Professional Services Agreement REMARKS: Dave, Attached please find three (3) partially executed Professional Service Agreements for the Francisco Blvd East Sidewalk Improvements project. These have been revised to reflect reduced Professional Liability Limits as we have agreed to. Upon execution, please return one (1) copy for our records. Should you require anything further at this time, please let us know. Thank you . Regards, COPY TO: ATTACHMENTS: Project Assistant 200 Fourth Street, Su ite 300, Santa Rosa, CA 95401 I 707.583 .8500 If enclosures are not as noted, kindly notify us at once. K:\BKF Forms CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: DPW Project Manager: Kevin McGowan Extension: 3389 Contractor Name: BkF Engineering Contractor's Contact: Jason Kirchmann Contact's Email: jkirchamann@bkf.com 0 FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b . Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Rev i ew, revise, and comment on d r aft agreement and return to Project Manager b . Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval *PSA > $75,000; or Purchase> $35,000; or Public Works Contract> $175,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE Click here to enter a date . 7/11/2018 7/25/2018 7/25/2018 7/26/2018 □ N/A Or 8/6/2018 1t /~71,~ ll /2..1 11 g 1/i ~j-) ~ I I \\ltB /l <o REVIEWER Check/Initial 0 0 0 LG 0 LG 0 0 ~ ~ ~ ~~