HomeMy WebLinkAboutReso 164-2019 (19-962)City of South San Francisco P.o. Box 711 (city Hall,
400 Grand Avenue)
South San Francisco, CA
City Council
Resolution: RES 164-2019
File Number: 19-962 Enactment Number: RES 164-2019
RESOLUTION APPROVING AND AUTHORIZING THE CITY
MANAGER TO EXECUTE A FUNDING AGREEMENT WITH
CITY/COUNTY ASSOCIATION OF GOVERNMENTS OF SAN
MATEO COUNTY (C/CAG) TO ACCEPT UP TO $360,000 FOR
THE SMART CORRIDOR EXPANSION PROJECT (PROJECT NO.
TR2002) DESIGN PHASE; APPROVING BUDGET AMENDMENT
20.026 WHICH WOULD AMEND THE FISCAL YEAR 2019/20
CAPITAL IMPROVEMENT PROGRAM TO FUND THE SMART
CORRIDORS EXPANSION PROJECT; AND APPROVING AND
AUTHORIZING THE CITY MANAGER TO EXECUTE A
CONSULTING SERVICES AGREEMENT WITH KIMLEY HORN
AND ASSOCIATES TO PERFORM DESIGN SERVICES FOR THE
SMART CORRIDORS EXPANSION PROJECT (PROJECT NO.
TR2002) IN AN AMOUNT NOT TO EXCEED $280,000 FOR A
TOTAL DESIGN BUDGET OF $360,000.
WHEREAS, the C/CAG sponsored San Mateo County Smart Corridor project implements Intelligent
Transportation System (ITS) equipment to provide local cities and Caltrans day-to-day traffic
management capabilities in addressing recurrent traffic congestion as well as provide Caltrans
capabilities for managing the system during non-recurring traffic congestion caused by diverted traffic
due to major incidents on the freeway; and
WHEREAS, South San Francisco's Smart Corridors Expansion Project includes the northwards
extension project from I-380 through the City of South San Francisco and is a joint effort between
C/CAGB City of South San Francisco, and Caltrans; and
WHEREAS, City of South San Francisco is designated as the lead agency for the design phase of the
project with funding to be provided by C/CAG; and
WHEREAS, the estimated project budget includes: $280,000 - Consultant; $56,000 - Contingency;
$24,000 City Staff Time; and
WHEREAS, the project would be entirely funded by C/CAG using STIP and C/CAG Measures M funds,
where $240,000 will come from the State Transportation Improvement Program (STIP) and $160,000
from the C/CAG Measure M - ITS/Smart Corridor funds for a total of $360,000; and
WHEREAS, staff recommends the City enter into a funding agreement, attached hereto as Exhibit A,
with C/CAG to specify each party's obligations for implementing and funding the project; and
City of South San Francisco Page 1
File Number: 19-962 Enactment Number: RES 164-2019
WHEREAS, staff issued a Request for Proposals (RFP) for engineering design services to complete
PS&E bid package for the Smart Corridors Expansion Project on September 23, 2019 on the eBidboard
website. RFP's were also sent directly to five (5) consulting firms offering the Project's professional
services requirements; and
WHEREAS, final bid proposals in response to the RFP were received on the due date of October 15,
2019 from three firms: Kimley-Horn and Associates, Iteris, and TJKM; and
WHEREAS, Staff recommends that the City Council approve an agreement with Kimley-Horn and
Associates, attached hereto as Exhibit B, to perform design services for the Smart Corridors Expansion
Project based upon the firms' experience, qualified staffing, familiarity of South San Francisco, and
positive references.
NOW THEREFORE BE IT RESOLVED, that the City Council of South San Francisco hereby takes the
following actions:
1. Approves a funding agreement with City/County Association of Governments of San Mateo
County (C/CAG), attached hereto as Exhibit A, to accept up to $360,000 for the design
phase of the Smart Corridors Expansion Project.
2. Authorizes the City Manager to execute the funding agreement and to make any revisions,
amendments, or modifications, deemed necessary to carry out the intent of this resolution
which do not materially alter or increase the City's obligations thereunder, subject to
approval as to form by the City Attorney.
3. Approves Budget Amendment 20.026 which would amend the Fiscal Year 2019/20 Capital
Improvement Program to fund the Smart Corridors Expansion Project (Project No. tr2002)
and authorizes the City Engineer to approve the plans and specifications for said project
prior to advertising the project for public bids.
4. Authorizes the Finance Department to establish the Project Budget consistent with the
information contains in the staff report.
5. Approves a consulting services agreement for design services for the Smart Corridors
Expansion Project (Project No. tr2002), attached hereto as Exhibit B, in an amount not to
exceed $280,000 and authorizing a total design budget of $360,000 conditioned on Kimley-
Horn and Associates' timely execution of the consultant services agreement and submission
of all required documents, including but not limited to, certificates of insurance and
endorsements in accordance with the Project documents.
6. Authorizes the City Manager to execute the consulting services agreement in substantially
the same form as Exhibit B, and any other related documents on behalf of the City upon
timely execution by Kimley-Horn and Associates' signed contract and all other documents,
subject to approval by the City Attorney
City of South San Francisco Page 2
File Number: 19-962
Enactment Number. RES 164-2019
7. Authorizes the City Manager to take any other related actions consistent with the intention of
the Resolution.
At a meeting of the City Council on 12/11/2019, a motion was made by Vice Mayor Addiego, seconded by
Councilmember Matsumoto, that this Resolution be approved. The motion passed.
Yes: 5 Mayor Garbarino, Vice Mayor Addiego, Councilmember Nagales, Councilmember
Nicolas, an Councilmember Matsumoto
Attest by
4
sa Govea Acosta, City Clerk
City of South San Francisco Page 3
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Attachment #5
FUNDING AGREEMENT BETWEEN
CITY/COUNTY ASSOCIATION OF GOVERNMENTS OF SAN MATEO COUNTY
AND
CITY OF SOUTH SAN FRANCISCO
FOR DESIGN OF THE SMART CORRIDOR EXTENSION PROJECT
THIS AGREEMENT, entered into this day of 2019, by and
between the CITY/COUNTY ASSOCIATION OF GOVERNMENTS OF SAN MATEO
COUNTY, a Joint Powers Agency within the County of San Mateo, hereinafter called “C/CAG,”
and the CITY OF SOUTH SAN FRANCISCO, a public agency, hereinafter called “CITY” (each
a “Party” and collectively the “Parties”).
WITNESSETH
WHEREAS, the C/CAG sponsored San Mateo County Smart Corridor Project (Smart
Corridor) is an Intelligent Transportation System (ITS) project that extends along El Camino
Real and major local streets connecting to US-101 and enables cities and the California
Department of Transportation (Caltrans) to proactively manage daily traffic and non-recurring
traffic congestion caused by diverted traffic due to major incidents on the freeway; and
WHEREAS, C/CAG, City of South San Francisco, and Caltrans desire to extend the
Smart Corridor into the City of South San Francisco which includes the installation of fiber optic
communication network as well as deployment of an interconnected traffic signal system, closed
circuit video cameras, trailblazer/arterial dynamic message signs, and vehicle detection systems
(South San Francisco Smart Corridor Extension Project); and
WHEREAS, CITY is designated as the Lead Agency for the design and construction
phases, including contract administration, and construction inspection for the South San
Francisco Extension Project.
WHEREAS, the cost to design the South San Francisco Smart Corridor Extension
Project, hereinafter referred to as “PROJECT”, including consultant fees, City staff time, and
contingency is $360,000; and
WHEREAS, the C/CAG Board of Directors, by resolution on November 14, 2019,
approved the provision of up to $240,000 in State Transportation Improvement Program (STIP)
funds and $120,000 in Measure M Vehicle Registration Fee funds to CITY; and
WHEREAS, C/CAG and the CITY desire to enter into a funding agreement to specify
each party’s obligations for implementing and funding the Project.
NOW, THEREFORE, IT IS HEREBY AGREED by the Parties hereto, as follows:
1. SCOPE OF SERVICES
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The CITY shall serve as the lead agency for the PROJECT as described in Exhibit A.
CITY shall follow the procedures established by Caltrans in administering the
Architectural and Engineering (A&E) Consultant contract for work performed for this
PROJECT as applicable to being reimbursed STIP funds.
2. TIME OF PERFORMANCE
This Agreement is effective as of the date first written above and will terminate on
December 30, 2020. Either Party may terminate the Agreement without cause by
providing thirty (30) days’ advance written notice to the other.
3. FUNDING AND METHOD OF PAYMENT
a) C/CAG agrees to reimburse the CITY up to $360,000 for the PROJECT on a
reimbursement basis. If C/CAG terminates this Agreement pursuant to Section 2,
C/CAG shall reimburse the CITY, per the cost-share arrangement agreed to herein,
for costs incurred up to the date of termination.
b) The CITY shall submit billings accompanied by the activity reports and paid invoices
issued by the CITY’s contractor or the CITY’s progress payments as proof that
PROJECT services were rendered and paid for by the CITY. Such invoices and
accompanying documentation shall be delivered or mailed to C/CAG as follows:
C/CAG
555 County Center, 5th Floor
Redwood City, CA 94063
Attention: John Hoang
c) Upon receipt and approval of the invoice and its accompanying documentation,
C/CAG shall pay the amount claimed under each invoice, up to the maximum amount
available pursuant to this Agreement, within thirty (30) days of C/CAG’s receipt and
approval of the invoice.
d) Subject to duly executed amendments, it is expressly understood and agreed that in no
event will C/CAG’s total funding commitment under this Agreement exceed
$360,000, unless revised in writing and approved by C/CAG and the CITY.
4. AMENDMENTS
Any changes in the services to be performed under this Agreement shall be incorporated
in written amendments, which shall specify the changes in work performed and any adjustments
in compensation and schedule. All amendments shall be executed by C/CAG and the CITY. No
claim for additional compensation or extension of time shall be recognized unless contained in a
duly executed amendment.
5. NOTICES
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All notices or other communications to either Party by the other shall be deemed given
when made in writing and delivered or mailed to such Party at their respective addresses as
follows:
To C/CAG: C/CAG
555 County Center, 5th Floor
Redwood City, CA 94063
Attention: John Hoang
To The CITY: City of South San Francisco
P.O. Box 711
South San Francisco, CA 94083
Attention: Eunejune Kim, Public Works Director
6. INDEPENDENT CONTRACTOR
The Parties agree and understand that the work/services performed by either of the
Parties or any consultant or contractor retained by either of the Parties under this Agreement are
performed as independent contractors and not as employees or agents of the other Party.
Nothing herein shall be deemed to create any joint venture or partnership arrangement
between the CITY and C/CAG.
7. MUTUAL HOLD HARMLESS
a. The CITY shall defend, save harmless, and indemnify C/CAG, and its directors,
officers, agents, and employees, from any and all claims for injuries or damage to
persons and/or property which arise out of the terms and conditions of this Agreement
and which result from the negligent acts or omissions of the CITY, its directors,
officers, agents, and/or employees.
b. C/CAG shall defend, save harmless, and indemnify the CITY, and its directors,
officers, agents, and employees, from any and all claims for injuries or damage to
persons and/or property which arise out of the terms and conditions of this Agreement
and which result from the negligent acts or omissions of C/CAG, its directors,
officers, agents, and/or employees.
c. In the event of concurrent negligence of the CITY, its directors, officers, agents,
and/or employees, and C/CAG, its directors, officers, agents, and/or employees, then
the liability for any and all claims for injuries or damage to persons and/or property
which arise out of terms and conditions of this Agreement shall be apportioned
according to the California theory of comparative negligence.
d. This indemnification provision will survive termination or expiration of this
Agreement.
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8. GOVERNANCE
This Funding Agreement will be governed by the laws of the State of California, and
any suit or action initiated by any Party must be brought in the County of San Mateo,
California.
IN WITNESS WHEREOF, the Agreement has been executed by the Parties hereto as of
the day and year first written above.
CITY OF SOUTH SAN FRANCISCO CITY/COUNTY ASSOCIATION OF
GOVERNMENTS OF SAN MATEO COUNTY
______________________________ _________________________________
City Manager Maryanne Moise Derwin, C/CAG Chair
Approved as to form: Approved as to form:
_______________________________ _________________________________
Legal Counsel Legal Counsel for C/CAG
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EXHIBIT A
City of South San Francisco Smart Corridor Extension Project
PROJECT DESCRIPTION
The City of South San Francisco Smart Corridor Extension Project (Project) will expand the San
Mateo County Smart Corridors concept north into the City of South San Francisco and includes
the following arterial streets: Airport Boulevard, Oyster Point Road, Gateway Boulevard, and
Grand Avenue (the Project). The Project will encompass the design of the Intelligent
Transportation System (ITS) infrastructure that will support the overall San Mateo County Smart
Corridors program.
This Project continues the implementation efforts of the San Mateo County Smart Corridors
effort, initiated by the City/County Association of Governments (C/CAG) and the San Mateo
County Transportation Authority, as a means to develop an alternate routes plan for the San
Mateo County US-101 corridor system. The Project focuses on predefining emergency alternate
routes to be used in an event of a major traffic incident along Highway 101 that causes traffic to
divert off the freeway and onto the local street network. The alternate routes provide diverting
freeway traffic a clear path around major freeway incidents thereby minimizing the impact to
residents and businesses of local jurisdictions caused by major traffic incidents. The overall
Smart Corridor Project aims to provide local agencies remote access to ITS elements while
providing the capability for the Caltrans District 4 Traffic Management Center (in Oakland) to
manage the ITS elements and the roadway network during major incidents.
SCOPE OF SERVICES
The City of South San Francisco is responsible for the preparation of detailed Plan,
Specifications and Estimates (PS&E) for construction and deployment of the Project, which
includes bidding assistance and design support during construction. The San Mateo County
Smart Corridors South San Francisco Expansion project includes the design of fiber optic cable
in new conduit, wireless communications, traffic signal controller upgrades and replacement,
Closed Circuit Television (CCTV) cameras, system detection, Arterial Dynamic Message Signs
(ADMS), Arterial System Detection / Microwave Vehicle Detection System (MVDS) and
Trailblazer Signs along the project corridors, which include: Airport Boulevard from San Bruno
Avenue to north City limits, Oyster Point Boulevard from Gateway Boulevard to Airport
Boulevard, Gateway Boulevard from Airport Boulevard to Oyster Point Boulevard, and Grand
Avenue from Airport Boulevard to Canal Street via Spruce Avenue (which serves as a
communications connection point to the City Public Works building). The corridors and
preliminary field device locations are shown below.
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The South San Francisco Expansion project will utilize previous Smart Corridor Projects as the
basis for design, particularly the fiber assignments. It is estimated that a portion of work will be
located on the state right of way and that the project will follow the Caltrans Permit Engineering
Evaluation Report (PEER) delivery process.
COST
C/CAG will reimburse the City in an amount not to exceed $360,000, pursuant to the provisions
of Section 3 of the Agreement. The estimated project budget includes: $280,000 – Consultants;
$56,000 – Contingency; $24,000 City Staff Time.
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Attachment #4
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF SOUTH SAN FRANCISCO AND
Kimley-Horn and Associates, Inc.
THIS AGREEMENT for consulting services (“Agreement”) is made by and between the City of
South San Francisco (“City”) and Kimley-Horn and Associates, Inc. (“Consultant”) (together sometimes
referred to as the “Parties”) as of 11 December, 2019 (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 31st December 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 to 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 $280,000,
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
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Consultant for services rendered pursuant to this 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.
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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.
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 are considered included in the various task listed in the Fee Proposal.
Reimbursable expenses shall not exceed $280,000. 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.
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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.
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
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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.
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
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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
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 certificate of insurance and all required
endorsements. The certificates of insurance 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 on Consultants’ General
and Auto Liability policies 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, except professional
liability 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.
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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, except Professional
Liability insurance under Section 4.3 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;
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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. 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, by the willful misconduct or negligent acts or omissions of Consultant or its
employees, subcontractors, or agents. 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 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
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
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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
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.
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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.
8.4.1 Subcontracting
A. Nothing contained in this Agreement or otherwise, shall create any contractual
relationship between City and any subconsultant(s), and no subcontract shall
relieve Consultant of its responsibilities and obligations hereunder. Consultant
agrees to be as fully responsible to City for the acts and omissions of its
subconsultant(s) and of persons either directly or indirectly employed by any of
them as it is for the acts and omissions of persons directly employed by
Consultant. Consultant’s obligation to pay its subconsultant(s) is an
independent obligation from City’s obligation to make payments to the
Consultant.
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B. Consultant shall perform the work contemplated with resources available within
its organization and no portion of the work pertinent to this contract shall be
subcontracted without written authorization by City’s Contract Administrator,
except that, which is expressly identified in the approved Scope of Work.
C. Consultant shall pay its subconsultants within ten (10) calendar days from
receipt of each payment made to Consultant by City.
D. Any subcontract in excess of $25,000 entered into as a result of this contract
shall contain all the provisions in this contract to be applicable to subconsultants.
E. Any substitution of subconsultant(s) must be approved in writing by City’s
Contract Administrator prior to the start of work by the subconsultant(s).
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
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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. Consultant is not liable for claims, liabilities, or losses
arising out of, or connected with the modification, or misuses by City of the machine
readable information and data provided by Consultant under the Agreement; further,
Consultant is not liable for claims, liabilities, or losses, or losses arising out of, or
connected with any use by City of the project documentation on other projects for additions
to this project, or for the completion of this project by others, except only such use as may
be authorized in writing by Consultant, additions to this project, or for the completion of this
project by others, except only such use as may be authorized in writing by Consultant.
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.
9.3.1 Retention of Records/Audit
For the purpose of determining compliance with Public Contract Code 10115, et
seq. and Title 21, California Code of Regulations, Chapter 21, Section 2500 et seq.,
when applicable and other matters connected with the performance of the contract
pursuant to Government Code 8546.7; Consultant, subconsultants, and City shall
maintain and make available for inspection all books, documents, papers,
accounting records, and other evidence pertaining to the performance of the
Agreement, including but not limited to, the costs of administering the Agreement.
All parties shall make such materials available at their respective offices at all
reasonable times during the term of the Agreement and for three years from the
date of final payment under the Agreement. The state, State Auditor, City, FHWA,
or any duly authorized representative of the Federal Government shall have access
to any books, records, and documents of Consultant and its certified public
accountants (CPA) work papers that are pertinent to the contract and indirect cost
rates (ICR) for audit, examinations, excerpts, and transactions, and copies thereof
shall be furnished if requested. Subcontracts in excess of $25,000 shall contain the
provision.
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9.3.2 Audit Review Procedures.
A. Any dispute concerning a question of fact arising under an interim or post audit
of this Agreement that is not disposed of by agreement, shall be reviewed by
City’s Finance Director.
B. Not later than 30 days after issuance of the final audit report, Consultant may
request a review by City’s Finance Director of unresolved audit issues. The
request for review will be submitted in writing.
C. Neither the pendency of a dispute nor its consideration by City will excuse
Consultant from full and timely performance, in accordance with the terms of this
contract.
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 attorney’s 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.
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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.
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.
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10.9 Contract Administration. This Agreement shall be administered by Bianca Liu, Senior
Engineer, City of South San Francisco ("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:
Consultant:
Kimley-Horn and Associates, Inc.
1300 Clay Street, Suite 325
Oakland, California. 94541
Attention: Kwasi Akwabi, Project Manager
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.
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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.
10.15 No Third Party Beneficiaries. This Agreement is made solely for the benefit of the
Parties hereto with no intent to benefit any non-signatory third parties.
10.16 Cost Principles and Administrative Requirements.
A. The CONSULTANT agrees that 48 CFR Part 31, Contract Cost Principles and
Procedures, shall be used to determine the allowability of individual terms of cost.
B. The CONSULTANT also agrees to comply with Federal procedures in accordance with
2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards.
C. Any costs for which payment has been made to the CONSULTANT that are determined
by subsequent audit to be unallowable under 48 CFR Part 31 or 2 CFR Part 200 are
subject to repayment by the CONSULTANT to LOCAL AGENCY.
D. When a CONSULTANT or Subconsultant is a Non-Profit Organization or an Institution
of Higher Education, the Cost Principles for Title 2 CFR Part 200, Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards shall apply.
10.17 Rebates, Kickbacks or Other Unlawful Consideration. Consultant warrants that this
Agreement was not obtained or secured through rebates, kickbacks or other unlawful
consideration, either promised or paid to any City employee. For breach or violation of this
warranty, City shall have the right in its discretion; to terminate the Agreement without
liability; to pay only for the value of the work actually performed; or to deduct from the total
compensation stated in this Agreement; or otherwise recover the full amount of such
rebate, kickback or other unlawful consideration.
10.18 Statement of Compliance.
A. Consultant’s signature affixed herein, and dated, shall constitute a certification under
penalty of perjury under the laws of the State of California that Consultant has, unless
exempt, complied with the nondiscrimination program requirements of Government
Code Section 12990 and Title 2, California Administrative Code, Section 8103.
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B. During the performance of this Agreement, Consultant and its subconsultants shall not
unlawfully discriminate, harass or allow harassment against any employee or applicant
for employment because of sex, race, color, ancestry, religious creed, national origin,
physical disability (including HIV and AIDS), mental disability, medical condition (e.g.,
cancer), age (over 40), marital status, and denial of family care leave. Consultant and
subconsultants shall insure that the evaluation and treatment of their employees and
applicants for employment are free from such discrimination and harassment.
Consultants and subconsultants shall comply with the provisions of the Fair
Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable
regulations promulgated there under (California Code of Regulations, Title 2, Section
7285 et seq.). The applicable regulations of the Fair Employment and Housing
Commission implementing Government Code §12990 (a-f), set forth in Chapter 5 of
Division 4 of Title 2 of the California Code of Regulations, are incorporated into this
Contract by reference and made a part hereof as if set forth in full. Consultant and its
subconsultants shall give written notice of their obligations under this clause to labor
organizations with which they have a collective bargaining or other Agreement.
C. The Consultant shall comply with regulations relative to Title VI (nondiscrimination in
federally-assisted programs of the Department of Transportation – Title 49 Code of
Federal Regulations, Part 21 – Effectuation of Title VI of the 1964 Civil Rights Act).
Title VI provides that the recipients of federal assistance will implement and maintain a
policy of nondiscrimination in which no person in the State of California shall, on the
basis of race, color, national origin, religion, sex, age, disability, be excluded from
participation in, denied the benefits of or subject to discrimination under any program or
activity by the recipients of federal assistance of their assignees and successors in
interest.
D. The Consultant, with regard to the work, performed by it during the Agreement shall act
in accordance with Title VI. Specifically, the Consultant shall not discriminate on the
basis of race, color, national origin, religion, sex, age, or disability in selection and
retention of Subconsultants, including procurement of materials and leases of
equipment. The Consultant shall not participate either directly or indirectly in the
discrimination prohibited by Section 21.5 of the U.S. DOT’s Regulations, including
employment practices when the Agreement covers a program whose goal is
employment.
10.19 Debarment and Suspension Certification.
A. Consultant’s signature affixed herein, shall constitute a certification under penalty of
perjury under the laws of the State of California, that Consultant has complied with Title
2 CFR, Part 180, “OMB Guidelines to Agencies on Government wide Debarment and
Suspension (nonprocurement)”, which certifies that he/she or any person associated
therewith in the capacity of owner, partner, director, officer, or manager, is not currently
under suspension, debarment, voluntary exclusion, or determination of ineligibility by
any federal agency; has not been suspended, debarred, voluntarily excluded, or
determined ineligible by any federal agency within the past three (3) years; does not
Consulting Services Agreement between [Rev: 10.19.2019] 11 December, 2019
City of South San Francisco and Kimley-Horn and Associates, Inc. Page 19 of 20
have a proposed debarment pending; and has not been indicted, convicted, or had a
civil judgment rendered against it by a court of competent jurisdiction in any manner
involving fraud or official misconduct within the past three (3) years. Any exceptions to
this certification must be disclosed to City.
B. Exceptions will not necessarily result in denial of recommendation for award, but will be
considered in determining Consultant responsibility. Disclosures must indicate to whom
exceptions apply, initiating agency, and dates of action.
C. Exceptions to the Federal Government Excluded Parties List System maintained by the
General Services Administration are to be determined by the Federal Highway
Administration.
Consulting Services Agreement between [Rev: 10.19.2019] 11 December, 2019
City of South San Francisco and Kimley-Horn and Associates, Inc. Page 20 of 20
The Parties have executed this Agreement as of the Effective Date.
CITY OF SOUTH SAN FRANCISCO CONSULTANT
____________________________ _____________________________________
City Manager
Name: _______________________________
Title: ________________________________
Attest:
_____________________________
City Clerk
Approved as to Form:
____________________________
City Attorney
2729962.1
EXHIBIT A
SCOPE OF SERVICES
Task 1 – Project Management and Coordination
Deliverables:
· Project Schedule
· Meeting Notes, Agendas, and Meeting Materials
· Permit Applications
· Funding Allocation/Authorization Materials
· Quality Control/Quality Assurance Plan
Task 2 – Preparation of Detailed PS&E for Construction and Deployment
Deliverables:
· Preliminary Device Placement Summary Memo
· 65%, 95%, and Final Bid-Ready PS&E (6 hard copies and electronic)
· Caltrans Encroachment Permit Application
· Prepare Request for Funding Allocation documents
· Draft and Final TMC Procurement Documents
· Base mapping and utility information (incorporated into plans)
· Comment Resolution Meeting and Summary Notes
Task 3 – Bidding Assistance
Deliverables:
· Attend one (1) Pre-bid Meeting and Site Walk-through
· Prepare Bid Addendum (one anticipated)
· Prepare response to Bidder Questions
· Bid Evaluation Support
Task 4 – Design Support during Construction
Deliverables:
· Attendance at Pre-Construction Meeting
· Prepare Responses to RFIs
· Maintain log of RFIs
· Prepare Construction Change Orders (budget for up to 3)
· Conduct Field Support
· Prepare Record Drawings
Task 5 – System Integration and Development
Deliverables:
· Set up KITS on City
EXHIBIT B
COMPENSATION SCHEDULE
Kimley-Horn and Associates, Inc.
Exhibit B
Optional Task
Position Title Hourly
Rate
Project
Management &
Coordination
Preparation for
Construction &
Deployment
Bidding
Assistance
Design Support
During
Construction
KITS
Integration
Support
Principal In-
charge
$97.60 6 29 0 6 0
Project Manager $72.12 40 119 20 40 0
QC/QA $95.44 4 50 0 4 0
Sr. Professional
II
$84.74
0 38 0 8 4
Sr. Professional
I
$77.47
0 20 0 0 0
Professional II $66.72 0 64 30 24 0
Professional I $57.82 16 116 32 0 16
Analyst II $45.00 6 225 20 54 0
Analyst I $38.00 0 172 20 0 0
Sr. Project
Support
$46.52
18 0 0 0 0
Project Support $34.74 20 20 0 8 0
Total Hours 110 883 122 144 20
Total Cost $ 21,293.63 $ 163,898.43 $ 22,508.57 $ 28,607.36 $ 240,399.05
Other Direct
costs
$4,004.99
TOTAL COST $ 244,404.04
Optional Task
Positon Title Fiber Conduct Design
Principle In-charge 4 4
Project Manager 30 30
QC/QA 8 8
Sr. Professional II 0 0
Sr. Professional I 2 2
Professional II 4 4
Professional I 15 15
Analyst II 48 48
Analyst I 30 30
Sr. Project Support 0 0
Project Support 0 0
Total Hours 141 141
Total Cost $25,591.88 $25,591.88
TOTAL COST WITH OPTIONAL
TASKS
$269,995.92
EXHIBIT C
INSURANCE CERTIFICATES
EXHIBIT D
FORM 590