HomeMy WebLinkAboutReso 130-2016 (16-901) City of South San Francisco
P.O. Box 711 (City Hall,
400 Grand Avenue)
= South San Francisco,CA
O
Resolution: RES 130-2016
File Number: 16-901 Enactment Number: RES 130-2016
RESOLUTION APPROVING A CONSULTANT SERVICES
AGREEMENT WITH KITCHELL OF SAN JOSE, CALIFORNIA FOR
PROGRAM MANAGEMENT SERVICES FOR THE COMMUNITY
CIVIC CENTER PROJECT IN AN AMOUNT NOT TO EXCEED
$5,377,557 FOR A TERM THROUGH JUNE 30, 2021 WITH A
ONE-YEAR EXTENSION OPTION, CONTINGENT ON BUDGET
APPROVAL IN FUTURE YEARS AND AUTHORIZING THE CITY
MANAGER TO EXECUTE SAID AGREEMENT.
WHEREAS, on June 11, 2016, City of South San Francisco ("City") staff issued a Request for
Qualifications ("RFQ") for program management services for the delivery of the Measure W
Community Civic Center Program; and
WHEREAS, on July 11, 2016, staff received proposals from five (5) firms; and
WHEREAS, after reviewing and evaluating each firm for their expertise and capacity, key personnel,
qualifications and project experience, and local familiarity, staff shortlisted three (3) firms to continue in
the selection process; and
WHEREAS, staff interviewed three (3) firms during the months of August and September and selected
the firm based on individual qualifications/experience, team qualifications/experience, relevant project
experience,project understanding and approach; and
WHEREAS,the top rated firm was Kitchell of San Jose, California; and
WHEREAS, staff checked references of Kitchell and found the firm and key personnel to have excellent
references; and
WHEREAS, staff recommends approving a consulting services agreement, attached hereto as "Exhibit
A", for program management services to Kitchell in an amount not to exceed $5,377,557 which includes
a contingency amount of$488,869; and
WHEREAS, sufficient funding for the first year of the agreement estimated to be $167,280 is provided
by the Community Civic Center Plaza CIP Project number pfl 707; and
WHEREAS, additional funding for the whole amount of the agreement will be contingent on budget
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File Number: 16-901 Enactment Number: RES 130-2016
approval in future years.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of South San Francisco that
the City Council hereby approves a consulting services agreement for program management services for
the Civic Center project with Kitchell of San Jose, California, in an amount not to exceed $5,377,557 for
a term through June 30, 2021 with a one-year extension option, subject to sufficient budget appropriation
in future fiscal years.
BE IT FURTHER RESOLVED, that the City Council hereby authorizes the City Manager, or his
designee, to execute the consulting services agreement with Kitchell of San Jose, California, on behalf of
the City Council in an amount not to exceed $5,377,557 for a term through June 30, 2021, with a
one-year extension option, subject to sufficient budget appropriation in future fiscal years and
conditioned on Kitchell's timely execution of the agreement and submission of all required documents,
including but not limited to, certificates of insurance and endorsements, in accordance with the
agreement, subject to approval as to form by the City Attorney.
BE IT FURTHER RESOLVED, that the City Manager, or his designee, is authorized to take any other
related action necessary to further the intent of this Resolution.
* * * * *
At a meeting of the City Council on 11/9/2016, a motion was made by Pradeep Gupta, seconded by Liza
Normandy, that this Resolution be adopted.The motion passed.
Yes: 4 Councilmember Normandy, Councilmember Matsumoto, Vice Mayor Gupta,
and Mayor Addiego
Absent: 1 Councilmember Garbarino
Attest by ik it tc.i-
Krista Martine i
Page 2
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF SOUTH SAN FRANCISCO AND
KITCHELL
THIS AGREEMENT for consulting services is made by and between the City of South San
Francisco ("City") and Kitchell ("Consultant") (together sometimes referred to as the "Parties") as of
November 7, 2016(the"Effective Date").
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit A, attached hereto
and incorporated herein, at the time and place and in the manner specified therein. In the event of a
conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall
prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on June 30, 2021, the date of completion specified in Exhibit A, and Consultant shall
complete the work described in Exhibit A prior to that date, unless the term of the
Agreement is otherwise terminated or extended,as provided for in Section 8. The time
provided to Consultant to complete the services required by this Agreement shall not affect
the City's right to terminate the Agreement, as provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged in the geographical area in
which Consultant practices its profession. Consultant shall prepare all work products
required by this Agreement in a substantial, first-class manner and shall conform to the
standards of quality normally observed by a person practicing in Consultant's profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Sections 1.1 and 1.2 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed five million
three hundred seventy seven thousand five hundred fifty seven ($5,377,557), for services to be performed
and reimbursable costs incurred under this Agreement, based on the hourly rates set forth in the
Compensation Schedule, attached here to as Exhibit B, and incorporated herein. In the event of a conflict
between this Agreement and the Compensation Schedule, attached as Exhibit B, the main body of this
Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the
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time and in the manner set forth herein. The payments specified below shall be the only payments from
City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to
City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City
for duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant's estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once per month during
the term of this Agreement, based on the cost for services performed and reimbursable
costs incurred prior to the invoice date. Invoices shall contain the following information:
• Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice,
etc.);
• The beginning and ending dates of the billing period;
• A task summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement, and
the percentage of completion;
• At City's option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing
the work, the hours spent by each person, a brief description of the work, and
each reimbursable expense;
• The total number of hours of work performed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder;
• The amount and purpose of actual expenditures for which reimbursement is
sought;
• The Consultant's signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have thirty (30) days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant. City shall have no obligation to pay invoices
submitted ninety(90)days past the performance of work or incurrence of cost.
2.3 Final Payment. City shall pay the last ten percent(10%) of the total sum due pursuant to
this Agreement within sixty(60) days after completion of the services and submittal to City
of a final invoice, if all services required have been satisfactorily performed.
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2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Hourly Fees. Hourly fees for work performed pursuant to the Agreement by Consultant on
an hourly basis shall not exceed the amounts shown in Exhibit B.
2.6 Reimbursable Expenses. Expenses not listed below are not chargeable to City.
Reimbursable expenses are included in the total amount of compensation provided under
this Agreement that shall not be exceeded.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes. Contractor
represents and warrants that Contractor is a resident of the State of California in
accordance with California Revenue & Taxation Code Section 18662, as may be
amended, and is exempt from withholding. Contractor accepts sole responsible for
verifying the residency status of any subcontractors and withhold taxes from non-California
subcontractors as required by law.
2.8 Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets in order to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant's use while consulting with City employees and reviewing records and
the information in possession of the City. The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve
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incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and
amounts of insurance listed below against claims for injuries to persons or damages to property that may
arise from or in connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall
provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit D, indicating that
Consultant has obtained or currently maintains insurance that meets the requirements of this section and
under forms of insurance satisfactory, in all respects, to the City. Consultant shall maintain the insurance
policies required by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any
subcontract until Consultant has obtained all insurance required herein for the subcontractor(s).
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers'
Compensation Insurance and Employer's Liability Insurance shall be provided with limits of
not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the alternative,
Consultant may rely on a self-insurance program to meet those requirements, but only if
the program of self-insurance complies fully with the provisions of the California Labor
Code. Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator (as defined in
Section 10.9). The insurer, if insurance is provided, or the Consultant, if a program of self-
insurance is provided,shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under this
Agreement.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this
Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00)
per occurrence, combined single limit coverage for risks associated with the work
contemplated by this Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be
performed under this Agreement or the general aggregate limit shall be at least
twice the required occurrence limit. Such coverage shall include but shall not be
limited to, protection against claims arising from bodily and personal injury,
including death resulting there from, and damage to property resulting from
activities contemplated under this Agreement, including the use of owned and non-
owned automobiles.
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4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 or GL 0002 (most recent editions) covering comprehensive General
Liability and Insurance Services Office form number GL 0404 covering Broad
Form Comprehensive General Liability. Automobile coverage shall be at least as
broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90)
Code 8 and 9. No endorsement shall be attached limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the policy
shall not affect coverage provided to City and its officers, employees,
agents,and volunteers.
4.3 Professional Liability Insurance.
4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed
professionals'errors and omissions. Any deductible or self-insured retention shall
not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $150,000 per claim.
4.3.2 Claims-made limitations. The following provisions shall apply if the professional
liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of the Agreement or
the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant must provide extended reporting coverage for
a minimum of five (5)years after completion of the Agreement or the work.
The City shall have the right to exercise, at the Consultant's sole cost and
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expense, any extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to the City
prior to the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with complete copies of all policies delivered to
Consultant by the insurer, including complete copies of all endorsements attached
to those policies. All copies of policies and certified endorsements shall show the
signature of a person authorized by that insurer to bind coverage on its behalf. If
the City does not receive the required insurance documents prior to the Consultant
beginning work, it shall not waive the Consultant's obligation to provide them. The
City reserves the right to require complete copies of all required insurance policies
at any time.
4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement
shall be attached to all insurance obtained pursuant to this Agreement stating that
coverage shall not be suspended, voided, canceled by either party, or reduced in
coverage or in limits, except after thirty (30) days' prior written notice by certified
mail, return receipt requested, has been given to the City. In the event that any
coverage required by this section is reduced, limited, cancelled, or materially
affected in any other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than ten (10)
working days after Consultant is notified of the change in coverage.
4.4.4 Additional insured; primary insurance. City and its officers, employees, agents,
and volunteers shall be covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on behalf of Consultant,
including the insured's general supervision of Consultant; products and completed
operations of Consultant, as applicable; premises owned, occupied, or used by
Consultant; and automobiles owned, leased, or used by the Consultant in the
course of providing services pursuant to this Agreement. The coverage shall
contain no special limitations on the scope of protection afforded to City or its
officers, employees, agents,or volunteers.
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to the City and its officers, officials, employees and
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volunteers, and that no insurance or self-insurance maintained by the City shall be
called upon to contribute to a loss under the coverage.
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and
obtain the approval of City for the self-insured retentions and deductibles before
beginning any of the services or work called for by any term of this Agreement.
Further, if the Consultant's insurance policy includes a self-insured retention that
must be paid by a named insured as a precondition of the insurer's liability, or
which has the effect of providing that payments of the self-insured retention by
others, including additional insureds or insurers do not serve to satisfy the self-
insured retention, such provisions must be modified by special endorsement so as
to not apply to the additional insured coverage required by this agreement so as to
not prevent any of the parties to this agreement from satisfying or paying the self-
insured retention required to be paid as a precondition to the insurer's liability.
Additionally, the certificates of insurance must note whether the policy does or
does not include any self-insured retention and also must disclose the deductible.
During the period covered by this Agreement, only upon the prior express written
authorization of Contract Administrator, Consultant may increase such deductibles
or self-insured retentions with respect to City, its officers, employees, agents, and
volunteers. The Contract Administrator may condition approval of an increase in
deductible or self-insured retention levels with a requirement that Consultant
procure a bond, guaranteeing payment of losses and related investigations, claim
administration, and defense expenses that is satisfactory in all respects to each of
them.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.4.7 Wasting Policy. No insurance policy required by Section 4 shall include a
"wasting"policy limit.
4.4.8 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverage, scope, limits, and forms of
such insurance are either not commercially available, or that the City's interests
are otherwise fully protected.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant's breach:
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a. Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
b. Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
c. Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall
indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers,
employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions,
damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to
property, or any violation of any federal, state, or municipal law or ordinance,to the extent caused, in whole
or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees,
subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character
of their work. The foregoing obligation of Consultant shall not apply when (1)the injury,loss of life, damage
to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its
officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees,
subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or
violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the
duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance
certificates and endorsements required under this Agreement does not relieve Consultant from liability
under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall
apply to any damages or claims for damages whether or not such insurance policies shall have been
determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the
provisions of this Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services
under this Agreement is determined by a court of competent jurisdiction or the California Public Employees
Retirement System (PERS)to be eligible for enrollment in PERS as an employee of City, Consultant shall
indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions
for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would otherwise be the responsibility of
City.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of City. City shall have the
right to control Consultant only insofar as the results of Consultant's services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
however, otherwise City shall not have the right to control the means by which Consultant
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accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and
all claims to, any compensation, benefit, or any incident of employment by City, including
but not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent or to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals, including from City, of what-so-ever nature that are legally required to
practice their respective professions. Consultant represents and warrants to City that
Consultant and its employees, agents, any subcontractors shall, at their sole cost and
expense, keep in effect at all times during the term of this Agreement any licenses,
permits, and approvals that are legally required to practice their respective professions. In
addition to the foregoing, Consultant and any subcontractors shall obtain and maintain
during the term of this Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the
basis of a person's race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
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Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement for cause upon 30 days' written notice to City and
shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the date of notice of termination; City, however, may condition payment of
such compensation upon Consultant delivering to City all materials described in Section
9.1.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1 for an initial one (1) year extension.
Any such extension shall require a written amendment to this Agreement, as provided for
herein. Consultant understands and agrees that, if City grants such an extension, City
shall have no obligation to provide Consultant with compensation beyond the maximum
amount provided for in this Agreement. Similarly, unless authorized by the Contract
Administrator, City shall have no obligation to reimburse Consultant for any otherwise
reimbursable expenses incurred during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not assign or subcontract any
portion of the performance contemplated and provided for herein, other than to the
subcontractors noted in the proposal, without prior written approval of the Contract
Administrator.
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8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City's remedies shall include, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
City would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. Consultant hereby agrees to deliver
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use. City and Consultant agree that, until
final approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
parties unless required by law.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of three (3) years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
Consulting Services Agreement between November 7, 2016
City of South San Francisco and
Kitchell Page 11 of 15
the City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the
Agreement shall be subject to the examination and audit of the State Auditor, at the
request of City or as part of any audit of the City, for a period of three (3) years after final
payment under the Agreement.
9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All
responses to a Request for Proposals (RFP) or invitation to bid issued by the City become
the exclusive property of the City. At such time as the City selects a bid, all proposals
received become a matter of public record, and shall be regarded as public records, with
the exception of those elements in each proposal that are defined by Consultant and
plainly marked as"Confidential," "Business Secret"or"Trade Secret."
The City shall not be liable or in any way responsible for the disclosure of any such
proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or
"Business Secret,"or if disclosure is required under the Public Records Act.
Although the California Public Records Act recognizes that certain confidential trade secret
information may be protected from disclosure,the City may not be in a position to establish
that the information that a prospective bidder submits is a trade secret. If a request is
made for information marked"Trade Secret" or"Business Secret," and the requester takes
legal action seeking release of the materials it believes does not constitute trade secret
information, by submitting a proposal, Consultant agrees to indemnify, defend and hold
harmless the City, its agents and employees, from any judgment, fines, penalties, and
award of attorneys fees awarded against the City in favor of the party requesting the
information, and any and all costs connected with that defense. This obligation to
indemnify survives the City's award of the contract. Consultant agrees that this
indemnification survives as long as the trade secret information is in the City's possession,
which includes a minimum retention period for such documents.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including arbitration or an
action for declaratory relief, to enforce or interpret the provision of this Agreement, the
prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief
to which that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County San Mateo or in the United States District Court for
the Northern District of California.
Consulting Services Agreement between November 7, 2016
City of South San Francisco and
Kitchell Page 12 of 15
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a "conflict of interest," as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12)
months, an employee, agent, appointee, or official of the City. If Consultant was an
employee, agent, appointee, or official of the City in the previous twelve (12) months,
Consultant warrants that it did not participate in any manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation of
Government Code§1090 et.seq., the entire Agreement is void and Consultant will not be
entitled to any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, and Consultant will be required to reimburse the City for any
sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it
may be subject to criminal prosecution for a violation of Government Code § 1090 and, if
applicable,will be disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by Marian Lee,
Assistant City Manager("Contract Administrator"). All correspondence shall be directed to
or through the Contract Administrator or his or her designee.
Consulting Services Agreement between November 7, 2016
City of South San Francisco and
Kitchell Page 13 of 15
10.10 Notices. All notices and other communications which are required or may be given under
this Agreement shall be in writing and shall be deemed to have been duly given (i)when
received if personally delivered; (ii)when received if transmitted by telecopy, if received
during normal business hours on a business day(or if not,the next business day after
delivery) provided that such facsimile is legible and that at the time such facsimile is sent
the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery
to a domestic address by recognized overnight delivery service (e.g., Federal Express);
and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In
each case notice shall be sent to the respective Parties as follows:
Consultant:
Kitchell
1180 Coleman Avenue, Suite 202
San Jose, CA, 95110
Attn: Dolores Montenegro
City:
City Clerk
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
10.11 Professional Seal. Where applicable in the determination of the contract administrator,
the first page of a technical report, first page of design specifications, and each page of
construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled
"Seal and Signature of Registered Professional with report/design responsibility," as in the
following example.
Seal and Signature of Registered Professional with
report/design responsibility.
10.12 Integration. This Agreement, including all Exhibits attached hereto, and incorporated
herein, represents the entire and integrated agreement between City and Consultant and
supersedes all prior negotiations, representations, or agreements, either written or oral
pertaining to the matters herein.
Consulting Services Agreement between November 7, 2016
City of South San Francisco and
Kitchell Page 14 of 15
10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
10.14 Construction. The headings in this Agreement are for the purpose of reference only and
shall not limit or otherwise affect any of the terms of this Agreement. The parties have had
an equal opportunity to participate in the drafting of this Agreement; therefore any
construction as against the drafting party shall not apply to this Agreement.
The Parties have executed this Agreement as of the Effective Date.
CITY OF SOUTH SAN FRANCISCO KITCHELL
Mike Futrell, City Manager NAME:
TITLE:
Attest:
Krista Martinelli, City Clerk
Approved as to Form:
City Attorney
2725735.1
Consulting Services Agreement between November 7, 2016
City of South San Francisco and
Kitchell Page 15 of 15
EXHIBIT A
SCOPE OF WORK
The Scope of Work is comprised of a number of services, and grouped by Tasks. The Tasks for this
Scope of Work are as follows::
1.0 GENERAL
2.0 PROGRAM MANAGEMENT
3.0 PRE-CONSTRUCTION SERVICES
4.0 BIDDING
5.0 CONSTRUCTION ADMINISTRATION
6.0 CLOSE-OUT
1.0 GENERAL
Consultant shall provide program, and project specific pre-construction, and construction
management services for the design, public outreach, bidding, construction administration, and
closeout of the new Measure W Program/Projects (hereinafter `PROGRAM"). The organizational
chart for the Consultant providing services for the PROGRAM is listed in Exhibit C. The estimated
budget and hours needed to complete the PROGRAM is listed below. Note that the costs and
hours are strictly estimates and can be allocated as needed to complete the PROGRAM, as long
as the total cost does not exceed $5,377,557.
Task Estimated Estimated
Nos. Program Tasks Cost Hours
2,3,4 Pre-Construction $391,440 2,488
2,3 Design/Constructability Review $751,408 5,248
2,5 Construction Management $3,710,960 25,944
2,6 Close-Out $34,880 232
Contingency $488,869 TBD
Total $5,377,557 33,912
1.1 The performance of all services by Consultant shall be to the satisfaction of the City.
1.2 All of the services to be furnished by the Consultant under this AGREEMENT from the
inception of the AGREEMENT November 7, 2016 until June 30, 2021 with a one (1) year
optional extension. All services performed by Consultant shall be in compliance with all
Consulting Services Agreement between November 7, 2016
City of South San Francisco and
Kitchell - Exhibit A Page 1 of 9
applicable federal, state and local codes, rules and regulations which are in force at the
time such services are rendered.
1.3 Consultant shall coordinate all services with and communications between the City's
Assistant City Manager or City's designated representative, and City's separate
contractors and consultants performing work on this PROGRAM.
1.4 Consultant shall schedule and/or attend all meetings necessary, and as directed by City's
Assistant City Manager, in order to complete all services to the satisfaction of the City.
1.5 Consultant shall exercise its best professional efforts to, through the construction
contractors, and consultants, ensure attendance of all appropriate personnel at all
meetings and presentations, as necessary, including, but not limited to, consultants,
contractors, all sub-consultants, subcontractors, or employees or persons under the
direction or control of a consultant or construction contractor.
1.6 Consultant shall exercise its best efforts to coordinate the activities of the City of South
San Francisco, such that City's Assistant City Manager may provide timely decisions to
reach mutually agreed upon decisions on matters affecting the progress of the work, and
to coordinate City's input and decisions that affect the performance of the overall
PROGRAM and specific projects.
2.0 PROGRAM/CONSTRUCTION MANAGEMENT
Consultant shall document all procedures; provide reports and controls as follows:
2.1 Develop and maintain a filing system for all Program related phase/project documents
consistent with City's requirements
2.2 Develop and issue, requests for proposals to procure professional services of architects,
engineers, or other specialty consultants, as necessary to ensure successful delivery of
the Measure W Program.
2.3 Prepare a Communications Plan that when approved by the City will support City's effort to
communicate activities and milestone of the Measure W Program. The format and content
of the Communications Plan shall be reviewed and approved by the City before its
publication. Communications Plan shall serve to identify strategies to enhance
engagement and transparency throughout the Program including design and construction.
A webpage has been created at http://www.ssf.net/2317/Measure-W and email address
MeasureW @ssf.net with information about the Measure W Program. Each project may
undergo additional outreach, with neighbors and other stakeholders to review operational
and design considerations. Opportunities for community participation include workshops
as well as public meetings with the Measure W Citizen Oversight Committee, Planning
Commission and the City Council. The Plan may require adjustments from time to time to
Consulting Services Agreement between November 7, 2016
City of South San Francisco and
Kitchell - Exhibit A Page 2 of 9
address City communication needs. All communications and media used for such
communications shall be, as discussed and approved by the City
2.4 Prepare the Program Implementation Plan (PIP). The PIP is the document that will
establish the overall requirements for the management and delivery of Measure W
Program ensuring the Program is on schedule, within budget, and meets stakeholder
expectations.
2.5 Prepare the Responsibility Matrix (RM). Working with the Assistant City Manager and
Citizen's Oversight Committee, as appropriate or directed, prepare and establish an
organizational chart along with a tabular roles and responsibility matrix which defines the
assignments of each member on the Program team.
2.6 Prepare and maintain a Program Master Schedule in cooperation with the City; obtain all
Project schedules, including construction contractor Critical Path Method ("CPM")
schedules; and create Master Schedule progress graphs for each phase of construction
and the overall Program.
2.7 Prepare and maintain a system which organizes and tracks all Project documents,
including all procurement of professional services including but not limited to; design,
consultant and prime construction contracts which affect the construction, plans and
specifications, project schedules, progress graphs, cost estimates, requests for
information, architectural supplemental instructions, proposal requests, change orders,
contract drawings and submittals of any kind, Project correspondence, meeting notes,
inspection deficiency notices, records of tests and test results, inspection reports and
notices, and any other items deemed necessary by the City ("Project Documentation").
2.8 Maintain one (1) complete set of Program and Project Documentation at a location
designated by the City,with all updates current to within one(1)week of issuance.
2.9 Develop a monthly Project reporting format, "Monthly Report", which shall include a
detailed accounting of monies paid to date on each contract, monies approved for payment
on each contract, current calculations of contract sum for each contract as affected by
change orders, current project schedules for each contractor as affected by change orders,
current job progress, milestones achieved, progress photos, areas of concern and other
items of general interest. Provide five (5) copies of the Monthly Report to City's Assistant
City Manager on the tenth (10th) day of each month beginning with the start of
construction for each project.
2.10 Organize and maintain file of warranties and closeout items by contract and contract
specification sections.
2.11 Assist City in local entitlement, design review, and permitting processes, including but not
limited to the following:
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City of South San Francisco and
Kitchell - Exhibit A Page 3 of 9
2.11.1 Assist City in obtaining CEQA approval and integrating CEQA requirements
into the bid documents.
2.11.2 Meet with City planning and building staff as required.
2.11.3 Prepare Project applications, as necessary.
2.11.4 Monitor City approval process.
3.0 PRE-CONSTRUCTION SERVICES: SCHEMATIC, DESIGN DEVELOPMENT AND CONSTRUCTION
DOCUMENT PHASES DEPENDENT ON PROCUREMENT METHOD SELECTED
3.1 Consultant shall provide the following pre-construction services for the Program:
Participate in a sustainability goal setting charrette with the result of confirming
sustainability standards and goals applicable to each project within the Program.
3.2 Perform value engineering, cost reduction and Life Cycle cost analyses in coordination
with City's Assistant City Manager and architects and consultants concurrent with the
design of each Project. Value Engineering will be performed at 100% Design
Development. Consultant shall also address lead time issues on green building materials,
deconstruction and construction waste management opportunities. Perform all necessary
technical evaluations of designed and specified products and construction techniques
shown on all Project design documents to assure constructability of the design.
Constructability reviews shall be performed at 50%or 75% Construction Documents and
back-check at 100%Construction Documents and provide written recommendations to the
City and Design Team(s). Consultant is not responsible for the design or construction
contractor's means and methods of construction.
3.3 Prepare, update and refine overall project cost estimates from the schematic design phase
through the construction document phase for each set of design documents. Construction
cost estimates should be coordinated with and, unless otherwise directed by City's
Assistant City Manager, be in a format approved by City. Consultant shall prepare the cost
estimates in detail appropriate to the stage of the documents. Consultant shall prepare at
most one (1) construction cost estimate during the Schematics Design Phase, two (2)
estimates during the Design Development Phase, and up to two (2) estimates during the
Construction Document Phase. Consultant shall reconcile Consultant's cost estimates
with that of City's separate consultants or contractors.
3.4 Review Construction and Demolition Waste (C+D) specification with
recycling/salvage/reporting requirements and C&D Waster Management Plan Submittal.
3.5 Advise City's Assistant City Manager regarding staging areas, temporary facilities, and
other Program/Project requirements common to all phases of the work.
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City of South San Francisco and
Kitchell - Exhibit A Page 4 of 9
3.6 Schedule and attend regular design and design review meetings, LEED compliance
meeting with architects, commissioning agent, contractors and other meetings as
necessary and directed by City's Assistant City Manager. Provide recommendations to
City's Assistant City Manager on construction feasibility, availability of materials and labor,
availability of green building materials and time requirements for installation and
construction.
3.7 Prepare and review Program and Project specific schedules and recommend to City's
Assistant City Manager revisions to reflect current conditions or mitigation plans to
maintain Program schedule. Prepare a detailed Program master schedule in approved
format of all design, procurement, bidding and construction activities, through system
testing and occupancy. Identify and include major Program and Project milestones.
Inform City's Assistant City Manager of adverse impacts to the Program master schedule.
Recommend to City's Assistant City Manager corrective action where necessary. Provide
regular updates to City's Assistant City Manager.
3.8 Provide ongoing schedule monitoring and update the Program's master schedule monthly.
Continually(at least bi-weekly) report on schedules, delays and conflicts and advise City of
all events impacting the Program master schedule. Develop and implement City-approved
mitigation plans, as required to maintain the Program master schedule.
3.9 Consultant is not obligated to perform any activity which requires a professional design
license.
4.0 BIDDING
Consultant shall provide the following services necessary for the coordination and successful delivery
of the City's Measure W Program including, facilitating the bid process for each project and assist City
in the preparation of award required contracts for construction of each Project:
4.1 Consultant shall assemble Bidding Documents (other than the technical specifications and
drawings that will be prepared and assembled by the City's architects and consultants),
and Project Procedures Manual (defined herein at section 5.0) for submission to the City
for approval and use in City's assembling of the construction bid packages.
4.2 Advise potential bidders of bidding requirements and bid document availability. Assist City
in developing the advertisement for bids and a list of publications recommended for
advertising.
4.3 Assist City in distribution of the bid documents to potential bidders, and maintain
distribution list.
4.4 Receive written questions from bidders and prepare and assemble written responses in
coordination with architects for City's approval. Prepare written addenda, if necessary,
Consulting Services Agreement between November 7, 2016
City of South San Francisco and
Kitchell - Exhibit A Page 5 of 9
and distribute City-supplied copies of addenda to all bidders in accordance with specified
time limits.
4.5 Conduct and document the pre-bid and post-bid conferences.
4.6 At the bid openings, record all bids and prepare bid tabulation. Review bids for
completeness and responsiveness and advise City's Assistant City Manager of any
irregularities in the bids or in the bidding process.
4.7 Assist City in the contract award and in issuing the Notice to Proceed.
5.0 CONSTRUCTION ADMINISTRATION
Consultant shall provide all services necessary for the administration of the construction contract
consistent with the General Conditions of the Contracts for Construction for each Project specific
component of the PROGRAM, including, without limitation, the following:
5.1 Establish written procedures for the PROGRAM and upon City-approval of written
procedures, prepare and revise as necessary a Project Procedures Manual for City's
review and comment. Update this manual as necessary to keep current with Project
progress within two (2)weeks of an event giving rise to a change. The Project Procedures
Manual shall include, at a minimum, discussion of the following:
• lines of communication;
• protocol for processing budget revisions;
• protocol for processing contingency revision;
• procurement guidelines;
• job progress meetings;
• processing payment requests;
• site security;
• storage of materials and staging of construction;
• owner directed changes during construction; and protocol for processing RFI's, review
of submittals or substitutions, submittals for project compliance, requests for equitable
adjustments and any changes to the contract sum or contract time
5.2 Conduct weekly coordination meetings between construction contractors, architects and
engineer(s)which will include discussion of LEED compliance and credit documentation.
5.3 Document all meetings and verbal directives and provide copies to City's Assistant City
Manager within five(5)working days.
5.4 Enforce contractor compliance with Construction and Debris Waste Plan and Indoor Air
Quality Plan.
Consulting Services Agreement between November 7, 2016
City of South San Francisco and
Kitchell - Exhibit A Page 6 of 9
5.5 Receive and review all project payment requests, and make recommendations as to
payment.
5.6 Receive and review all written requests from construction contractors for additional time or
money and make recommendations to City's Assistant City Manager regarding same.
5.7 Document any conditions which a construction contractor alleges is an unforeseen
condition by photograph, videotape, or written memorandum. Advise City's Assistant City
Manager of the alleged unforeseen condition as soon as it is reported. Coordinate the
timely exchange of information regarding the condition, including supplemental instructions
and proposal requests between the architect and contractor to avoid delays and resulting
claims for additional time and costs. When requested by City's Assistant City Manager,
evaluate contractor assertions of unforeseen conditions and provide a recommendation
regarding resolution of same.
5.8 Document any observed safety violation, hazardous condition, or incident of bodily injury
or property damage. Advise City's Assistant City Manager, and construction contractor of
the observation on the same day it is noted in the daily log. Coordinate the timely
exchange of information regarding the condition to avoid injury, damage, delays and
resulting claims for additional time and costs. When requested by City's Assistant City
Manager, evaluate contractor refusals to comply with contract safety specifications and
provide a recommendation regarding resolution of same.
5.9 Evaluate Project document changes issued by architect prior to issuing them to the
contractor(s) and make recommendations to the City for the appropriate Architect's
Supplemental Instructions or Proposal Requests designation. When the contractor
submits requests for compensation for a proposed change in scope, Program/Project
Manager shall review and submit written recommendations to City's Assistant City
Manager including any analysis thereof.
5.10 In the event lack of clarity, ambiguity, errors, or omissions in the construction contract
documents become apparent, Consultant will evaluate all assertions regarding the Project
Documentation and advise City's Assistant City Manager, if necessary, as to merit of
assertion and need for clarification of Project Documentation, if any.
5.11 Review construction contractors' cost estimates, and negotiate changes to the contract
consistent with City's direction; and, at City's request and by mutual agreement of the
parties, prepare cost analysis or estimate of work described in the proposed change order.
5.12 Receive and review all contractor submittals and shop drawings for general conformance
with Project submittal requirements prior to architect review and approval.
Consulting Services Agreement between November 7, 2016
City of South San Francisco and
Kitchell - Exhibit A Page 7 of 9
5.13 Receive and review all contractor submittals for compliance with project sustainability
requirements, if applicable.
5.14 On a monthly basis, monitor contractor's schedule(s) and advise City of schedule impacts
and deviations from contractors' critical path(s).
5.15 Assist City in obtaining building permits as may be required for the Project. Consultant is
not responsible for preparation and/or payment of any permits required for each Project.
5.16 Coordinate all on site services of persons or entities under contract with City, including but
not limited to, contractors, architects, engineers, site surveyors, commissioning agent and
material testing lab services. In the case of professional services, coordinate means to
inform a party of the need for their service with sufficient advance notice that the service
can be provided on the required date, schedule the service with the professional, ensure
site access and availability of resources or other Project personnel who may be required
for the professional's work, and keep City advised of same.
5.17 Observation and monitoring of the construction contracts consistent with the General
Conditions of the Contracts for Construction for the Project, including, without limitation,
the following:
5.17.1 Consultant, with architect's concurrence, shall take appropriate action to direct that
each construction contractor performs all work in accordance with the Project
Documentation.
5.17.2 Attend construction contractor's field quality assurance inspection(s) and review,
for compliance with contract documents and coordinate special inspections
required by the work of City's separate contractors/consultants.
5.17.3 Assure that construction contractor(s)coordinates and completes all required code
compliance inspections, field tests and sign-offs required by City and any other
regulatory or testing and inspection firms/agencies.
5.17.4 Review construction contractor's as-built documentation and ensure it is up-to-
date to within two(2)weeks of construction and installation.
5.17.5 Coordinate construction activities and master Project schedule.
5.17.6 Maintain a complete set of files in the Project office containing a complete record
of construction. The files shall contain all Project correspondence, meeting and
telephone notes, inspection deficiency notices, inspection diaries, records of tests
and test results, and AHJ inspection reports and notices, etc.
5.17.7 Use best efforts to make jobsite alcohol and drug free.
Consulting Services Agreement between November 7, 2016
City of South San Francisco and
Kitchell - Exhibit A Page 8 of 9
6.0 CLOSE-OUT
Consultant shall provide all services necessary for the close-out of each construction contract
consistent with the General Conditions of the Contracts for Construction of each Project, including,
without limitation,the following:
6.1 Prepare schedule of all closeout activities, checkout items, and check-off list, noting
construction contractor document requirements as set forth in Project documents.
6.2 Schedule, coordinate and supervise final tests and start-up of all building systems
including supervision of all Commissioning Agent functions. For the purposes of this
paragraph, coordinate means to inform all relevant parties with sufficient advance notice of
the inspection or startup date, ensure site access and availability of resources or other
Project personnel who may be required for the work, and keep City advised of same.
6.3 Ensure that construction contractor(s) have provided all Project records, drawings, O&M
manuals, warranties and guarantees, and test reports as required and as directed by City.
Assist Commissioning Agent in the coordination of contractor's complete videotape training
of City personnel on all building systems. For the purposes of this paragraph, coordinate
means to inform all relevant parties with sufficient advance notice of the training date,
review training for completeness and accuracy, ensure availability of resources or other
Project personnel who may be required for the training, and keep City advised of same.
6.4 Consultant shall monitor and coordinate the architect's preparation of a detailed listing of
construction contractor omissions and defects (commonly referred to as a punch list) and
final inspection of each Project. Consultant shall schedule, coordinate and supervise the
inspection of the Project for conformance with Project documents, and distribute a joint
final inspection with the City, other agencies, and any other parties as are necessary
and/or required. The final inspection shall list all deficiencies and that the Consultant shall
direct the contractor to correct them within thirty (30) calendar days and Consultant in
conjunction with Commissioning Agent shall check utilities, operating systems and
equipment for operational readiness.
6.5 Prepare all necessary documentation for City's final acceptance each Project, contract
closeout and final report.
6.6 Upon completion of construction of the Project, Consultant shall provide a written
statement verifying to the City that, to the best of Consultant's knowledge, the Project has
been completed in accordance with the construction contract documents and any change
orders thereto, and in accordance with any and all applicable codes and ordinances. This
verification does not relieve the contractor(s) or architects of their responsibility to certify
compliance or completion of the work in accordance with the contract documents.
Consulting Services Agreement between November 7, 2016
City of South San Francisco and
Kitchell - Exhibit A Page 9 of 9
EXHIBIT B
COMPENSATION SCHEDULE
The Consultant shall bill the City for the work according to the Compensation Schedule outlined below,
which include the position titles, hourly rates, and estimated hours that are need to complete the Scope of
Work described in Exhibit A.
Position Title Hourly Rate Estimated Hours
Program Manager $182 1,640
Project Manager $170 5,360
Project Engineer(s) $145 7,040
Construction Manager(s) $150 10,800
Clerical Support $ 75 4,036
Engineering/Architectural Support Services
EAS Services Manager(s) $182 176
Architect $147 587
Structural Engineer $147 302
Mechanical Engineer $147 365
Electrical Engineer $147 302
Civil Engineer $147 257
Specification Reviewer $147 257
Constructability Reviews $147 362
Interdisciplinary $110 210
Estimating Manager $182 170
Estimators $147 1,140
Value Engineering
EAS Services Manager $182 52
Architect/Engineers $147 564
Estimators $147 140
Clerical $ 75 152
Contingency$488,869
Total Not to Exceed Amount$5,337,557
Consulting Services Agreement between November 7, 2016
City of South San Francisco and
Kitchell -Exhibit B Page 1 of 1
EXHIBIT C
PROGRAM ORGANIZATIONAL CHART
in-house Suwon Staff
MAYOR&CITY COUNCIL CITIZENS Mansour Aliabadi,am,Err
CITY MANAGER • OVERSIGHT
ASSISTANT CITY MANAGER COMMITTEE i rincila1 in Chatgt"
Bill Johal,(CM,DBIA
[,',rnl;i`,€1V: fl Ll( lly t>eI idlltt
Ross Cooper Rob Thacker
Pro,ert Plrector Lint M3X11,3,
Gordon Rogers,AIA,CBCP,LEED AP BD+C
.ore' m Fstgin £•riff Arr9it+>Mtai5f>r1ceSPt 1,1,—)gcr
Dolores Montenegro,(CM, Audrey Mills,LEED AP
t.an;1 Al"It;i,, l?Spncla l)t
ASSf)(IAl t URiA,I(F U i=itt f N A,SCX IAl E
Program Manager
Kevin Pokrywa,Err
Steve Dewan,LEED AP Lind 4i,q∎i lc n�pnc )!i5t
Senior Project Manager
Tim Prechel
Ibrahim Eyad,EIT stan,a„nt;
Project Engineer John Armstrong
Consulting Services Agreement between November 7, 2016
City of South San Francisco and
Kitchell -Exhibit C Page 1 of 1
EXHIBIT D
INSURANCE CERTIFICATES
Consulting Services Agreement between November 7, 2016
City of South San Francisco and
Kitchell -Exhibit D Page 1 of 1