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HomeMy WebLinkAboutReso 53-2018 (18-294)City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA Igo City Council Resolution: RES 53 -2018 File Number: 18 -294 Enactment Number: RES 53 -2018 RESOLUTION APPROVING A CONSULTING SERVICES AGREEMENT WITH FEHR & PEERS OF SAN FRANCISCO, CALIFORNIA FOR THE EAST OF 101 TRANSPORTATION PLAN IN AN AMOUNT NOT TO EXCEED $150,000, AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT, AND AUTHORIZING A BUDGET OF $150,000. WHEREAS, the City of South San Francisco (City) has identified the need to conduct a thorough analysis of existing traffic congestion within the East of 101 employment campus; and WHEREAS, the City is seeking ways to better manage growth in the industrial and research development parks in the East of 101 area to ensure a high - quality employment environment; and WHEREAS, the development and implementation of the East of 101 Transportation Plan ( "Project ") aims to explore a range of transportation improvements in order to address current congestion, and accommodate continued growth and development; and WHEREAS, the City issued a Request for Proposals (RFP) for Professional Services on November 29, 2017, received four qualified proposals, and interviewed all proposing consultants on January 25, 2018; and WHEREAS, based on the interviews and the qualifications submitted, Fehr & Peers demonstrated they have the staffing availability and expertise to provide the transportation planning services that will guide the City's infrastructure and policy development within the East of 101 area. 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, attached hereto as Exhibit A, with Fehr & Peers of San Francisco, California in an amount not to exceed $150,000, conditioned on the timely execution of the consulting services agreement and submission of all required documents, including but not limited to, certificates of insurance and endorsements, in accordance with the Project documents. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the Finance Department to establish the Project budget consistent with the information contained in the staff report. City of South San Francisco Page 1 File Number: 18 -294 Enactment Number: RES 53 -2018 BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the agreement and any other related documents on behalf of the City upon timely submission by Fehr & Peers of signed contract and all other documents, subject to approval as to form by the City Attorney. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to take any other required actions consistent with the intent of this resolution, that do not materially increase the City's obligations. At a meeting of the City Council on 4/11/2018, a motion was made by Mark Addiego, seconded by Pradeep Gupta, that this Resolution be adopted. The motion passed. Yes: 3 Mayor Normandy, Councilmember Gupta, and Councilmember Addiego Absent: 2 Mayor Pro Tern Matsumoto, and Councilmember Garbarino Attest by Kris 'M inelli i City of South San Francisco Page 2 Consulting Services Agreement between [Rev:11.14.2016] February 16, 2018 City of South San Francisco and Fehr & Peers Page 1 of 16 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND FEHR & PEERS THIS AGREEMENT for consulting services is made by and between the City of South San Francisco (“City”) and Fehr & Peers (“Consultant”) (together sometimes referred to as the “Parties”) as of March 28, 2018 (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 December 31, 2018, 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 exercise the care, skills, and diligence exercised by other professionals in similar circumstances and shall prepare all work products required by this Agreement 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 reasonable 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 One Hundred and Fifty Thousand Dollars ($150,000.00), notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal, attached as Exhibit A, or Consultant’s compensation schedule attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Consulting Services Agreement between [Rev:11.14.2016] February 16, 2018 City of South San Francisco and Fehr & Peers Page 2 of 16 Agreement at the 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, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds eight hundred (800) hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A;  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. Consulting Services Agreement between [Rev:11.14.2016] February 16, 2018 City of South San Francisco and Fehr & Peers Page 3 of 16 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. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto and incorporated herein as Exhibit B. 2.6 Reimbursable Expenses. The following constitute reimbursable expenses authorized by this Agreement: project-related travel, meals, data collection and purchasing, communications, and reproduction. Reimbursable expenses shall not exceed $10,700. Expenses not listed above are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under Section 2 of this Agreement that shall not be exceeded. 2.7 Payment of Taxes, Tax Withholding. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit D. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non-California resident subcontractor and shall submit written documentation of compliance with Consultant’s withholding duty to City upon request. 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. Consulting Services Agreement between [Rev:11.14.2016] February 16, 2018 City of South San Francisco and Fehr & Peers Page 4 of 16 2.10 Prevailing Wage. Where applicable, the wages to be paid for a day’s work to all classes of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be not less than the prevailing rate for a day’s work in the same trade or occupation in the locality within the state where the work hereby contemplates to be performed as determined by the Director of Industrial Relations pursuant to the Director’s authority under Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by Consultant or by any subcontractor shall receive the wages herein provided for. The Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor Code Section 1775, as may be amended, per day penalty for each worker paid less than prevailing rate of per diem wages. The difference between the prevailing rate of per diem wages and the wage paid to each worker shall be paid by the Consultant to each worker. An error on the part of an awarding body does not relieve the Consultant from responsibility for payment of the prevailing rate of per diem wages and penalties pursuant to Labor Code Sections 1770-1775. The City will not recognize any claim for additional compensation because of the payment by the Consultant for any wage rate in excess of prevailing wage rate set forth. The possibility of wage increases is one of the elements to be considered by the Consultant. a. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the Consultant shall post at appropriate conspicuous points at the site of the project a schedule showing all determined prevailing wage rates for the various classes of laborers and mechanics to be engaged in work on the project under this contract and all deductions, if any, required by law to be made from unpaid wages actually earned by the laborers and mechanics so engaged. b. Payroll Records. Each Consultant and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by the Consultant in connection with the public work. Such records shall be certified and submitted weekly as required by Labor Code Section 1776. 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 incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Consulting Services Agreement between [Rev:11.14.2016] February 16, 2018 City of South San Francisco and Fehr & Peers Page 5 of 16 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 C, 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. 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 Consulting Services Agreement between [Rev:11.14.2016] February 16, 2018 City of South San Francisco and Fehr & Peers Page 6 of 16 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 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. Consulting Services Agreement between [Rev:11.14.2016] February 16, 2018 City of South San Francisco and Fehr & Peers Page 7 of 16 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 (except professional services); 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 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 Consulting Services Agreement between [Rev:11.14.2016] February 16, 2018 City of South San Francisco and Fehr & Peers Page 8 of 16 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, except professional liability insurance, 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: 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 Consulting Services Agreement between [Rev:11.14.2016] February 16, 2018 City of South San Francisco and Fehr & Peers Page 9 of 16 c. Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. To the fullest extent permitted by law, 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. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises from the gross negligence or willful misconduct of the City or its officers, employees, agents, or volunteers. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 and Section 2782.8 of the California Civil Code. In no event shall the cost to defend charged to the design professional exceed the design professional's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the design professional shall meet and confer with other parties regarding unpaid defense costs. 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 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 Consulting Services Agreement between [Rev:11.14.2016] February 16, 2018 City of South San Francisco and Fehr & Peers Page 10 of 16 (“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 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. Consulting Services Agreement between [Rev:11.14.2016] February 16, 2018 City of South San Francisco and Fehr & Peers Page 11 of 16 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. 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. 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; Consulting Services Agreement between [Rev:11.14.2016] February 16, 2018 City of South San Francisco and Fehr & Peers Page 12 of 16 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 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 Consulting Services Agreement between [Rev:11.14.2016] February 16, 2018 City of South San Francisco and Fehr & Peers Page 13 of 16 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. 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. Consulting Services Agreement between [Rev:11.14.2016] February 16, 2018 City of South San Francisco and Fehr & Peers Page 14 of 16 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 Tony Rozzi, Principal Planner (“Contract Administrator”). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 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: Consulting Services Agreement between [Rev:11.14.2016] February 16, 2018 City of South San Francisco and Fehr & Peers Page 15 of 16 Consultant: Eric Wolmeldorff, PE Principal Fehr & Peers 332 Pine Street, 4th Floor San Francisco, CA 94104 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. 10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties.. 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. Consulting Services Agreement between [Rev:11.14.2016] February 16, 2018 City of South San Francisco and Fehr & Peers Page 16 of 16 CITY OF SOUTH SAN FRANCISCO FEHR & PEERS ____________________________ ____________________________ City Manager Eric Wolmeldorff, PE Principal Attest: City Clerk Approved as to Form: City Attorney 2729962.1 EXHIBIT A SCOPE OF SERVICES Task 1: Project Management & Coordination Fehr & Peers will facilitate an in-person kickoff meeting with City staff to review the project schedule, scope of work, and data needs, as well as our approach to community and stakeholder engagement. We will facilitate biweekly project management calls over the course of the project with City staff. We assume up to five in-person project management meetings in addition to the outreach efforts discussed in Task 2. Fehr & Peers will prepare meeting agendas, notes, and action items. Over the course of the study, we will continue our coordination efforts with ongoing transportation and land use projects in the East of 101 area, including the City Traffic Model, Caltrain Station relocation, TDM monitoring program, Oyster Point and Genentech plans, and various street improvements. Deliverables: Facilitation of five in-person meetings and biweekly coordination calls Task 2: Community and Stakeholder Engagement Fehr & Peers will collaborate with the City to conduct community and stakeholder outreach. Outreach will occur in three phases: 1. Community Vision & Goals: In coordination with Task 3, we will convene a Stakeholder Advisory Group with major employers and landowners and administer an online survey and webmap to seek input on the plan’s vision and goals. 2. Concept Review: We will review current performance (Task 4) and potential improvement concepts (Task 5) with the Stakeholder Advisory Group as well as the City’s Bicycle and Pedestrian Advisory Committee, Planning Commission, and City Council. We will seek input to confirm that these concepts align with the community vision and goals identified in Task 3. 3. Plan Review: Upon completion of a draft plan, we will participate in a third round of outreach to the Stakeholder Advisory Group, Planning Commission, and City Council to review the draft recommendation of the plan. Deliverables: Online survey and webmap results; participation in eight meetings (three Stakeholder Advisory Group meetings, one Bicycle and Pedestrian Advisory Committee meeting, two Planning Commission meetings, and two City Council meetings) Task 3: Vision, Goals, and Performance Measures At the project kickoff meeting and initial stakeholder outreach meeting, Fehr & Peers will lead visioning workshops to identify goals and performance measures for the study. We will facilitate three key exercises during these workshops: 1. TrendLab+ City staff and stakeholders will forecast how changing trends may affect future travel patterns using our Trendlab+ tool. Trendlab+ allows staff to input expectations of economic growth, fuel prices, autonomous vehicles, TNCs, vehicle ownership rates, and other factors to explore how various issues (known and unknown) may influence travel in the future. This exercise will serve as a starting point for identifying goals and performance measures in the East of 101 area. 2. Values and Priorities Assessment City staff and stakeholders will participate in a values and priorities assessment to identify what type of environment they want to create, avoid, and preserve in the East of 101 area. Concurrently, Fehr & Peers will work with the City and stakeholders to distribute an online values survey that features a similar set of questions as well as an interactive webmap to identify improvements consistent with this vision. The values assessment will help inform the problem statement and clear, specific goals and performance measures such that proposed transportation strategies can be directly evaluated against what is important to the City and community. 3. Draft Problem Statement Brainstorming Session City staff and stakeholders will formulate a draft problem statement based on the discussion of values, priorities, and trends. Based on the results of the project kickoff meeting and initial stakeholder outreach efforts, Fehr & Peers will refine the problem statement and develop a set of goals and performance measures. We expect the performance measures will cover key metrics such as person throughput, mode share, VMT, and safety. We will submit a draft goals and performance measures chapter to the City for review. We will incorporate one round of consolidated comments into the draft report (Task 7). Deliverables: Draft Goals and Performance Measures Chapter Task 4: Review and Analyze Existing & Future Transportation Systems Fehr & Peers will review existing and future transportation conditions to establish baseline performance measures for the East of 101 area. The establishment of existing and future baselines will inform the identification and evaluation of projects and programs in Task 5. Our extensive local knowledge of current conditions and future plans in the East of 101 area will help us synthesize this information and effectively communicate opportunities and challenges. We will review, analyze, and map current and future transportation system performance. This analysis will build upon the City’s previous plans, traffic model, and other available data sources. With the exception of purchasing additional Streetlight Location-Based Services data, we will not conduct additional data collection. We will analyze the following: Active Transportation Conditions • Current and planned bicycle network • Bicycle Level of Traffic Stress • Current sidewalk gaps and planned pedestrian improvements • Bicycle and pedestrian injury collisions data (past five years) Vehicle Conditions • Existing and future street volumes and capacities at the district’s four main gateways – Oyster Point Boulevard, Grand Avenue, Airport Boulevard, and Utah Avenue • Freight & goods movement routes • Vehicle injury collisions (past five years) Transit Conditions • Transit routes, stops, and stations • Transit frequency, ridership, and productivity Land Use Conditions • Projected future land use growth • Presence of TDM programs and performance (if information is available from the City) Travel Patterns • Mode Shares: Existing AM and PM peak period mode shares for employees (using transit ridership data, the City’s 2016 counts, and available survey information) • Origin-Destination Patterns: Existing origin and destination patterns for employees and projected future patterns for residents (using Streetlight location-based services data) • VMT: 2020 and 2040 daily VMT per capita for employees and potential residents (using the MTC Model) We will assess the implications of key regional transportation projects and transportation innovations on the East of 101 area. We will consider how the Caltrain electrification, the US-101 Managed Lanes, and California High Speed Rail projects, autonomous vehicles, TNCs, and private ferry services may affect travel patterns. Fehr & Peers will prepare a draft Baseline Conditions chapter for the City’s review. We will incorporate one round of consolidated comments into the draft report (Task 7). Deliverables: Draft Baseline Conditions Chapter Task 5: Identify and Evaluate Transportation Projects and Programs Fehr & Peers will work with City staff and stakeholders to identify projects and programs which address the problem statement and goals of the study. We will identify these projects and programs based on previous plans, our Task 4 analysis, and direction from City staff, the Stakeholder Advisory Group, and community feedback (Task 2). Based on preliminary analysis that we’ve conducted, we expect the City may consider possible projects and programs including: • Transportation demand management program enhancements, such as creation of an East of 101 Transportation Management Agency (TMA), stronger monitoring of the City’s TDM ordinance, and implementation of new strategies such as subsidies for Scoop, LimeBike/Spin, or shared Uber/Lyft rides • Transit improvements, such as the expansion of Caltrain, ferry, shuttle, and SamTrans services as well as changes to Caltrain, ferry, and bus facilities • Street circulation and active transportation upgrades, such as the Produce/Utah Avenue interchange, Railroad Avenue extension, intelligent transportation systems (ITS), low stress bikeways, and other improvements identified in recent plans • Land use scenarios, such as mixed-use office or housing developments Fehr & Peers will evaluate these projects and programs using performance measures identified in Task 3. We will evaluate up to 15 projects and programs with up to eight performance measures. We will quantify potential costs, person throughput, mode shifts, and VMT reductions for each strategy under a near-term and long-term horizon year, incorporating our understanding of local travel models and the latest research from the California Air Pollution Control Officers Association’s Quantifying Greenhouse Gas Mitigation Measures. We will qualitatively assess possible risks and multimodal tradeoffs for each project or program. The resulting list of prioritized projects will inform the Implementation Plan (Task 6). We will summarize the results in a draft Transportation Strategies Evaluation chapter for the City’s review. We will incorporate one round of consolidated comments into the draft report (Task 7). Deliverables: Draft Transportation Strategies Evaluation Chapter Task 6: Implementation Plan Fehr & Peers will work with City staff to develop an implementation plan for priority projects and programs identified in Task 5. The implementation plan will consider funding options, project schedules, and monitoring. We will specifically identify strategies which the City can implement on its own (such as changes to policies, transportation impact fees, or street typologies), and strategies where the City will need to work with its partner agencies and stakeholders to move forward (such as expansions in Caltrain service or formation of a TMA). The implementation plan will also determine how the City seeks to implement SB-743, including its preferred analysis approach, forecasting methodology, thresholds, and coordination approach across CEQA disciplines. Fehr & Peers will prepare a draft Implementation chapter for the City’s review. We will incorporate one round of consolidated comments into the draft report (Task 7). Deliverables: Draft Implementation Chapter Task 7: Documentation Fehr & Peers will prepare a draft East of 101 Transportation Plan for the City’s review. We intend for the plan to be concise and graphically-oriented for a non-technical audience, building upon the interim deliverables of Tasks 2-6. We will respond to one round of consolidated comments prior to submitting a final plan. Possible Optional Tasks Fehr & Peers is prepared to support the City in a range of additional tasks that may arise during the plan. Such tasks could include: • Conceptual design of street improvements, such as changes to Grand Avenue or access to the relocated Caltrain Station • Traffic operations simulations of street or intersection improvements • Updates to the East of 101 model to incorporate transportation or land use changes • Renderings of proposed improvements • Development of a project website • Implementation of pop-up events or quick-build projects • Updates to the City’s TDM ordinance or monitoring program EXHIBIT B COMPENSATION SCHEDULE EXHIBIT C INSURANCE CERTIFICATES [OPTIONAL] EXHIBIT D FORM 590