AGR-7101 - KIMLEY-HORN AND ASSOCIATES INC - TRAFFIC ENGINEERING SERVICES FOR GLASSELL_PALMYRA SIGNAL INSTALLATIONPc(—`7 101
PROFESSIONAL SERVICES AGREEMENT
Traffic Engineering Services—GlasselUPalmyra Signal Project]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this day of o exn eX , 2020. (the "Effective Date") by and
between the CITY OF ORANGE, a municipal corporation ("City"), and KIMLEY-HORN AND
ASSOCIATES,INC., a North Carolina corporation("Contractor"), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this. Agreement,
Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit"A,"
which is attached hereto and incorporated herein b.y reference. As a material inducement to City
to enter into this Agreement,.Contractor represents and warrants that it has thoroughly investigated.
and considered the scope of services and fully understands.the difficulties and restrictions in
performing the work. The services which are the subject of this Agreement are not in the usual
course of City's business and City relies on Contractor's representation that it is independently
engaged in the business of providing such services.and is experienced in.performing the work.
Contractor shall perform all services in-a manner reasonably satisfactory to City and in a manrier
in conformance with the standards of quality normally observed by an entity provided such
services to a municipal agency. All services provided:shall conform to all federal, state and local
laws, rules and regulations and to the best professional standards and practices. The terms and
conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A"
to the contrary. In.addition, Contractor must adhere to the Mandatory Fiscal Federal Provisions
and Other Provisions as outlined in Exhibit"B."
Ms. Gabrielle Hayes, Senior Civil Engineer, "City's Project Manager", shall.be the person
to whom Contractor will report for the performance of services hereunder. It is understood that
Contractor's performance hereunder shall be under the supervision of City's Project Manager(or
his/her designee), that Contractor shall coordinate its services hereunder with City's Project
Manager to the.extent required by City's Project Manager,.and that all performances required
hereunder by Contractor shall be performed to the satisfaction of City's Project Manager and the
City Manager.
2. Compensation and Fees:
a. Contractor's total compensation for all services :performed under this
Agreement, shall not exceed TWENTY-SEVEN THOUSAND NINE HLTNDRED NINETY-
TWO DOLLARS and 32/100 ($27,992.32)without the prior written authorization of City.
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administratiye, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
3. Payment.
a, As scheduled services are completed, Contractor shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
b. All such invoices shall state the basis for the amount invoiced, including
services completed,the number of hours spent and any extra work performed.
c.. City will pay Contractor the amount inyoiced within thirty (30).days, but
may withhold 10% of any invoice until all work is completed, which sum shall be paid within
thirty(30) days of completion of the work and receipt:of all deliverables.
d. Payment shall constitute payment in full for alI services, authorized costs
and authorized extra work covered by thaf invoice.
4. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the
services to be perfortned and compensation therefor: All amendments shall set forth the changes
of work, extension of time,and/or adjustment of the compensation to be paid by City to Contractor
and shall be signed by the City's Project Manager, City Manager.or City Council, as applicable.
5. Licenses. Contractor represents that it and any subcontractors it may engage,
possess any and aYl licenses which are required under state or federal law to_perform the work
contemplated by this Agreement and that Contractor and its subcontractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
6. Independent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and not an employee of City. City shall have the
right to control Contractor only insofar as the result of Contractor's services.rendered pursuant to
this Agreement: City shall not have tlie right to control the means by which Contractor
accomplishes services rendered pursuant to this Agreement. _Contractor shall, at its sole cost and
expense, furnish all facilities, materials and equipment which may be required for furnishing
services pursuant to this Agreement. Contractor shall be solely responsible for, and shall
indemnify, defend and save City harmless from all matters .relating to the payment of its
subcontractors, agents and employees,including compliance with social security withholding and
all otfier wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever: ,
Contractor acknowledges that it and any subcontractors, agents or employees employed by
Contractor shall not,under any circumstances,be considered employees of City,and that they shall
not be entitled to any of the benefits or riglits afforded employees of City,includi.ng,but not limited
to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or
health, life, dental,long-term disability or workers' compensation insurance benefits.
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7.Contractor Not A ent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contraotor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Designated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit"A,"shall perform work provided for under tliis Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Contractor
of any part of this Agreement or.of funds to be receiyed under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Time of Comuletion. Consultant agrees to commence the work provided for in
this Agreement within ten(10) days of the:Effective Date and to:diligently prosecute completion
of the work in accordance with the time period set forth in Exhibits "A" and "B" hereto or as
otherwise agreed to by and between the representatives of the parties.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall
do all things necessary and incidental to the prosecution of Contractor's work. Contractor shall
not be deemed in breach of this Agreement, or be liable for any delays, expenses, losses, damages
caused:by any factor outside of its reasonable control, including, but not limited to, natural
disasters, epidemics,pandemics (including COVID 19), adverse weather,or acts of.the City, third
parties, or governrnental agencies.
12. Reserved.
13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its
control, other than those delays caused by City, shall be an extension of time: No matter what the
cause of the delay,Contractor must document any delay and request an extension of time in writing
at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the
length of the delay outside Contractor's control. If Contractor believes that delays caused by City
will cause it to incur additional costs, it must specify, in writing, why tlie delay has caused
additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No
additional costs can be paid that exceed the not to exceed amount stated in Section 2:a, above,
absent a written amendment to this Agreement.
14. Products of Contraetor. The documents, studies, evaluations, assessments,
reports,plans, cifations,materials,manuals, technical data, logs, files, designs and other products
produced or pro ided by Contractor for this Agreement shall become the property.of City upon
receipt. Contractor shall deliver all such products to City prior to payment for same. City may
use,reuse or otherwise utilize such products without restriction. Any modifications made by City
to any of Contractor's documents, or any use, partial use or reuse of the documents,for purposes
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other than those identified in this Agreement, without written authorization or adaptation by
Contractor,will be at City's sole risk and without liability to Contractor, and City shall indemnify,
defend and hold Contractor harmless from all claims, damages, losses and expenses resulting
therefrom.
15. Equal Emulovment Ouportunity. During the performance of this Agreement,
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin,mental or physical.disability, or
any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their.race, color, religion,
sex,national origin,mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include,but not be limited to the following: employment,upgrading, demotion
or transfer,recruihnent or recruitment advertising,layoff or termination,rates of pay or other forms
of compensation and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available.to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability,or any other basis prohibited by,applicable law.
c.Contraetor shall cause the foregoing paragraphs (a)and(b)to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the .
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
Contractor fizrther agrees that it shall not be eligible to.work as the design/build firm for the project
that is the subject ofthis Agreement.
17. Indemnitv.
a. To the fullest extent permitted by law, Contractor agrees to indemnify,
defend and hold City, its City Council and each member thereof, and the officers, officials, agents
and employees of City(collectively the "Indemnitees") entirely harmless from all liability arising
out of
1) Any and all claims under workers' compensation acts and other
employee benefit acts with,respect to Contractor's employees or Contractor's subcontractor's
employees arising out of Contractor's work under this Agreement, including any and all claims
under any law pertaining to Contractor or its employees' status as an independent contractor and
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any and all claims under Labor Code section 1720.related to the payment of prevailing wages for
public works projects; and •
2) Any claim, loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission other than a professional act or omission of
Contractor, or person, firm or corporation employed by Contractor, either directly or by
independent contract, including all damages due to loss or theft sustained by any person, firm or
corporation including the Indemnitees, or any of them, arising out of, or in any way connected
with the work or services which are the subject of this Agreement, including injury or damage
either on or off City's property;but not for any loss, injury, death or damage caused by the active
negligence or willful misconduct of Gity. Contractor, at its own expense, cost and risk, shall
indemnify any and all claims, actions, suits or other proceedings that may be.brought or instituted
against.the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that niay be rendered against the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. To the fullest extent permitted by law, and as limited by California Civil
Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability
arising out of any claim, loss, injury to or death of persons or damage to property to the extent
caused by its negligent professional act or omission in the performance of professional services
pursuant to this Agreement.
c. Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission, or termination of this Agreement, and shall continue to be binding and in full force and
effect in perpeiuity with respect to Contractor and its successors.
18. Insurance.
a. Contractor shall carry workers' compensation insurance as required by law
for the protection of its employees during the progress of the work. Contractor understands that it
is an independent contractor and not entitled to any workers' compensation benefits under any
City program.
b. Contractor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the
insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover
bodily injury, death and property damage and be written on an occurrence basis.
c.Contractor sha11 maintain during the life of this Agreement, the following
minimuxn amount of automotive liability insurance: the greater of(1) a combined single limit of
One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or
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available to Contractor. Said insurance shall cover bodily injury, death and property damage for
all owried,non-owned and hired vehicles and be written on an occurrence liasis.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be available
to City. No representation is made that the minimum insurance requirements of this Agreement
are sufficient to cover the obligations of Contractor under this Agreement.
e. Each policy of general liabili.ty and automotive liability shall provide that
City, its officers, officials, agents, and employees are declared to be additional insureds under the
terms of the policy, but only with respect to the work performed by Contractor under this
Agreement. A policy endorsement to that effect shall be provided to City along with the certificate
of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies)which evidences
that City is an additional insured as a contracting party. The minimum coverage required by
Subsection 18.b and c, above, shall apply to City as an additional insured.
f.Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of One Million Dollars ($1,000,000)per:claim. Contractor agrees to keep
such.policy in force and effect for at least five (5) years from the date of completion of this
Agreement.
g. The insurance policies maintained by Contractor sha11 be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
h. Before Coniractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City,which
shall provide that the insurance in force will not be canceled or allowed to lapse without at least
ten(10) days'prior written notice to City.
i.Except for professional liability insurance coverage that may be required by
this Agreement,.all insurance maintained by Contractor shall,be issued by companies admitted to
conduct the pertinent line of insurance business ui California and having a rating of Grade A or
better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best rating.
j Contractor shall immediately notify City if any required insurance lapses or
is otherwise modified and cease performance of this Agreement unless otherwise direcfed by City.
In such a case, City may procure insurance or self-insure the risk and charge Contractor for such
costs. and any and all damages resulting therefrom, by way of set-off from any sums owed
Contractor.
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k, Contractor agrees that in the event of loss due to any of the perils for which
it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.
Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor
or City with respect to the services of Contractor herein,a waiver of any right to subrogation which
any sucfi insurer may acquire against City by virtue of the payment of any loss under such
insurance.
1.Contractor shall include all subcontractors, if any, as insureds under its.
policies or shall furnish separate certificates and endorsements for each subcontractor to City for
review and approval. All coverages for subcontractors shall be.subject to all of the requirements
stated herein.
19. Termination. City may for any reason terminate this Agreement by giving
Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such
notice, Contractor shall immediately cease work, unless the notice from,City provides otherwise.
Upom the termination of this Agreement, City shall pay Contractor for services satisfactorily
provided and all allowable reimbursements incurred to the date of termination in cornpliance with
this Agreement, unless termination by City shall be for cause; in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Insnection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting reeords, and other information (collectively, the
records")pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Contractor's records regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3) years after termination or completion of
this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during normal business hours and upon three(3)days'notice from City, and copies thereof
shall be furnished if.requested.
21. C_o_mpliance with all Laws/Immigration Laws.
a. Contractor shall.be knowledgeable of and comply with all local,-state and
federal laws which may apply to the performance of tHis Agreement.
b. If the work provided for in this Agreement constitutes a"public works," as
that term is defined in Section 1720 of the Galifornia Labor Code,for which prevailing wages must
be paid, Yo the extent Contractor's employees wili perform any work that falls within any of the
classifications for which the Department of Labor Relations of the State of California promulgates
prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it,
shall pay not less than the specified prevailing rates of wages to all such workers. The general
prevailing wage deternunations for crafts can be located on the website of the Department of
Industrial Relations (www dir:ca.ov/DLSR). Additionally,to perform wor-k under this Contract,
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Contractor must meet all State registration requirements and criteria,including project compliance
monitoring.
c.Contractor represents and warrants that Contractor:
1) Has complied and shall at all times during the term of this
Agreement comply; in all respects, with all immigration laws, regulations, statutes,:rules, codes,
and orders, including, without limitatiori, the Immigration Reform and Control Act of 1986
IRCA);and
2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement; and
3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including, ,
without limitation, the completion and maintenance of the Form I-9 for each of Contractor's
employees; and
4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form T-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to make the
same representations and warranties as sef forth in Subsection 21.c.
e.Contraetor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide,to the reasonable satisfaction of City;verification
that all such employees are eligible to work in the United States. All costs associated with such
verification shall be borne by Contractor. Once sueh request has been made; Contractor may not
change employees working under this Agreement without written notice to_City, accompanied by
the verification required herein for such employees.
f.Contractor shall require all s.ubcontractors or sub-consultants to make the
same verification as set forth in Subsection 21.e.
g. If Contractor or subcontractor knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
follow federal laws to deterniine the status of such employee,that shall constitute a material breach
of this Agreement and may be cause for immediate termination of this Agreement by:City.
h. Contractor agrees to indemnify and hold City, its officers, officials, agents
and employees hartnless for, of and from any loss,including but not limited to fines,penalties and
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corrective measures City may sustain by reason of Contractor's failure to comply with said laws,
rules and regulations in connection with the performance of this Agreement.
22. Governing Law and Venue. This Agreement shall be construed in accordance
with and govemed by the laws of the State of California and Contractor agrees to submit to the
jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County, California.
23. Inte ration.. This Agreement constitutes the entire agreement of the parties. No
other agreement,.oral or written,pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed by:both parties. Any work performed
which. is_ inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed.below. Either party may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3) days of deposit ui the U.S. Mail,whichever is earlier. Notiees sent by e-
mail shall be deemed received on the date of the e-mail transmission.
CONTRACTOR" CITY"
Kimley-Horn and Associates, Inc. City of Orange
765 The City Drive, Suite 200 300 E. Chapman Avenue
Orange, CA 92868 Orange, CA 92866-1591
Attn.: Jason Melchor Attn.: Gabrielle Hayes
Telephone: 714-705-1331 Telephone: 714-744-5561
E-Mail: Jason.Melchor@kimley-horn.com E-Mail: ghayes@cityoforange.org
25. Counternar.ts. This Agreement may be executed in one or more counterparts,each
of wliich shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsixnile and electronic mail shall have the satne effect as
original signatures:
Remainder of page intentionally left blank; signatures on nezt page]
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IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
CONTRACTOR" CITY"
KIMLEY-HORN AND ASSOCIATES, INC.,CITY OF ORANGE, a municipal corporation
a North Carolina corporation
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By: i By:
Printed Name: 17I N 61t.btS Otto, City Manager
Title: 1/.p. PE. b3aL/
By: b% /1/1.—
Printed Name: `J a,SO I M eI o/' APPROVED AS TO FORM:
Title: s.S,1-a .-f S'r.C_--a,/
t
Mary E. Bi ing
Senior Assistant City Attorn
NOTE:City requires the following signature(s) on behalf of the Contractor:
1)the Chairman of the Board,the President or a Vice-President,AND (2)the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office,please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement, must be provided to
City.
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EXHIBIT "A"
SCOPE OF SERVICES
Beneath this sheet.]
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Kimley-Horn understands the City of Orange(City)is interested in improving the safety at the Glassell Street at Palmyra Avenue intersection by
installing a new traffic signal as a countermeasure to broadside-type crashes and adding exclusive left-turn pockets in both northbound and
southbound directions,which would be a countermeasure to rear-end coliisions along Glassell Street.The addition of the traffic signal will provide
pedestrian signals for pedestrians to cross east-west across Glassell Street and north-south across Palmyra Avenue during the appropriate green
signal phases.As mentioned in the RFP,the City has received a funding grant through the Caltrans Call for Project Applications for the Federal
Highway Safety Improvement Program(HSIP)Cycle 9. Kimtey-Hnrn has curnpleted nunteraus HSIP pro/ects ranging from signal
intersectir ns, s,nril,r tv thi,5 pru/er,t, tr,m ltrple intersection corridors. We understand that being familiar with the coordinativn and
apprnval process s the key fn t rr ety completion ot these projects.
At the Glassell Street and Palmyra Avenue intersection,vehicles generally have good sight distance due to the intersection of straight streets, but with
nearly 20,000 ADT(Average Daily Traffic)along Glassell Street, gaps in traffic for east-west crossing vehicles may have been infrequent during peak
times and drivers may tend to aggressively utilize a less than sufficient gap to cross.While the project application was being prepared,submitted, and
reviewed in 2018, as a temporary countermeasure to reduce the broadside collisions,the City added delineators and signage along the east and west
leg approaches on Paimyra Avenue to restrict the eastbound/westbound left-turns and straight movements.
Glassell Street and Palmyra Avenue are both designated as a two-lane undivided Collector Street in the City's General Plan in the vicinity of the project
intersection, Glassell Street is posted 30 mph and provides motorists a north-south thoroughfare across the center of Orange,from the Santa Ana
River at the north end,through downtown,to SR-22 at the south entl of the Ciry. Palmyra Avenue is a posted 25 mph east-west street that traverses
from Flower Street on the west end,through the Old Towne Orange area to Tustin Street on the east end.
From our preliminary field observations at the intersection,to accommodate north-south left-turn pockets,a few parking spaces may be impactetl
along Glassell Street. Review of left-turning traffic volumes will be important here to size the pocket properly so as not to impact more parking than is
necessary.The proposed 2-phase signal operation as identifietl in the RFP will be verified as that will confirm the size of the signal poles and mast
arms that will be required.
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At the northeast corner,there is available space for a proposed Type 1-A signal pole, but the Ciry
will need to avoitl the existing fire hydrant catch basin near the BCR.At the northwest corner, the ,1 " J,
existing globe street light will neetl to be removed or relocated to allow for the placement of a
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new Type 1-A signal pole.At the southwest corner,the existing Type 19-2-70 signal pole and . -;,
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equipment will neetl to be removed and salvaged. During the design phase,we will look to
V... . ... _
identify a new signal pole antl foundation location that is ADA accessibie to the pedestrian push k---.. _ - - `
button, an area with a maximum slope of two percent(2%), so that the existing foundation does
not need to be removetl completely.
Along the south leg of the intersection on Glassell Street,existing OCTA bus stops serving Lines
56 antl 59 will neetl to be maintained during the construction of the traffic signal. Coordination with OCTA will be required prior to construction but
also in case they may need to be temporarily relocated upstream or downstream.
In review of potential traffic signal cabinet locations,the west leg approach along Palmyra Avenue,
in the grass area adjacent to the property on the southwest corner would be a good location that
provides an area for maintenance staff to park on the less busy street of the two. Maintenance r ' = . "
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staff would have clear visibiliry to the intersection when conducting work in the cabinet.A traffic *z g --. ,
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signal cabinet here would be clear of sight lines for right-tums onto Glassell Street from Palmyra
Avenue. Lastly,the traffic signal cabinet would not be in front of a residential property, nor would
it be in front of the accesses to the properry at the southwest corner.
We untlerstantl all the elements involved in this project,especially with the improvements for
ADA at the intersection. Figure 1 on the following page shows our preliminary field observations. Our completed design work on the Glassell Street
Left-turn Modifications and the East Coast Highway Signai Rehabilitation project that was constructed with zero change orders are comparable nearby
Kimley-Horn projects and feature the similar components we will encounter here.
TQTc mo n n I ;fi,f n.,.,a Ki mlau>>)Hnrn
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Figure 1—Preliminary Field Observations
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r .-_ install 2-phase traffic signal.Consider
decoralive signal equipment similar to
a '•`s ; j° other Oltl To vne Orange installations
Stripe new crosswalks
E isting 30 mph posted speed limit ''`- '
e..,.«M+..4fl s
i a:n • Fxisting parking may be impacfed ir
Remove pedestrian ahead warning order to accommodate north-south
signs and post left-turn pockets
Remove PED XING markings
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Remove dehi eators and mairfy stnping
Upgrade ra np io currentADA standards -= I' Remove STOP,RIGHT TURN ONLY,
Remove existing street light to and tum reslrichon signage
accommodate new signal pole placement .
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Existing catch basin and fire hydrant '
No R/W take anhcipatetl f -` ' to be prot cted in pl c
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Potential signal cabinet location in
landscape area along Palmyra Protect in-place existing street light pole
Remove delineators and moclif r stnping Protect-in-place existing bus stop antl
Remove STOP,RIGHTTURN ONLY,
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and turn restriction signage A/a ' • ; , _.`' 'Remove exis6ng waming signs and post
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Protect-in-place existing church monwnent sign and will help visibility
Existin g parking may be impacted in order tor...
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Task 1 —Project Management and Coordination.This task includes project management related tasks such as budget oversight,adherence
to project scheduling, and general project coortlination.We will communicate with designated City staff(via phone,e-mail,etc.)to provide
coordination between the Ciry and Kimley-Horn staff.
Task 2—Field ti lork and Base Map Preparation. Kimley-Horn will perform a fieltl review of observable conditions,We wili collect field notes
for the preparation of signing and striping and traffic signal modification plans consisting of street geometrics, lane configurations and widths, digital
photographs, and inventory and location of existing facilities that may impact placement of equipment,pull boxes,and conduit runs.We will conduct
an as-built recortl research at the City of Orange and County of Orange offices to supplement project base mapping.
Task 3—Survey.Kimley-Horn will provide a design level Topographic Survey at the project intersections.The rights-of-way will be shown for
reference based upon available record maps.We will walk the project intersections with the Ciry's Project Manager prior to beginning work.The
topographic survey will include:
The vertical control will be based on Spot elevations of grade breaks of Location of existing signing, striping,
a local municipai vertical elevation curbs,gutters,flow lines,and catch antl traffic control signals
datum, if available basins Location of trees over six feet in
The horizontal control will be based Location,elevation, size, and type of height, regartlless of caliper
on the California State Plane existing visible utilities antl Topo will be prepared at 20-scale to
Coordinate System of 1983(NAD improvements include areas 10 feet beyontl the
83)by using Counry of Orange GPS Flow line invert elevations and sizes street right-of-way
horizontal control points of existing sanitary sewer and storm Notes will be on 8/z x11" bond
s Survey observations will be taken on drain manholes paper,3-ring binder
50-foot street cross sections to s Existing driveways and intersections
create 1'contour intervals
Taslc 4—Traffic Evaluation, Kimley-Horn will evaluate appropriateness of signal phasing at the project intersection,We will collect intersection
peak hour traffic counts at the project intersection.if traffic counts cannot be collected due to the traffic conditions impacted by COVID-19,we will
review/utilize available historical counts at the intersection. We will conduct a queueing analysis to determine left-turn pocket storage requirements
along the Glassell Street approaches.We will provide a Queueing Summary Memorandum to document the results.
Task 5—Prepare Signing and Striping Plans. Kimley-Horn will prepare signing and striping plans for the project intersection.At Glassell Street
at Palmyra Avenue,we will incorporate crosswalk and left-turn pocket modifications.The signing and striping plan will be prepared with current City of
Orange and Caltrans standards,and will be prepared at 40 scale(1"=40')using AutoCAD 2020 version drafting sofiware on a 22"x 34",full-size sheet.
Task 6—Prepare Traffic Signal Prtodification Plan. Kimley-Horn will prepare a traffic signal modification plan at S. Glassell Street at Palmyra
Avenue to upgrade the existing pedestrian beacon to a new traffic signal,traffic signal controller and cabinet,and service pedestal, Plans at a
minimum will show pole schedule,conductor schetlule,sensor schedule, IISNS, phase diagram, pole location detail,general notes, and construction
notes.The traffic signal motlification plan will be prepared in accordance with current City of Orange and Caltrans standards and will be prepared at
20-scale(1"=20')on a 22"x 34",full-size sheet using AutoCAD 2020 version drafting software.We witl prepare a separate detail sheet for curb
ramps to be modified at the intersections.
Task 7—Utility Coordination. Kimley-Horn will coordinate with affected utility agencies during the design phase.This entails sending utility
notification letters to utility agencies identified from readily available City information and the field observation.These letters will notify the utility
agency of the project, describe anticipated impacts and identify action required.We will provide follow-up calls to non-responsive agencies and
generate a utility disposition matrix to serve as tlocumentation and aid in tracking this task.Since the intersection currently has a pedestrian beacon,a
new service point with SCE may not be needed, but coordination is required wiith the placement of a new Type III service enclosure.
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Task 8—Specifications.Kimley-Horn will prepare technical specifications based upon the Special Provisions boilerplate supplied by the City. Bid
items required by the plans or otherwise neetled to accomplish project construction will be thoroughly tlescribetl in the General Provisions and
included in the Contractor's bid list.Technical provisions will contain atlequate detaii in coordination with the plans and will reference the Caltrans or
other appropriate specifications.Specifications will be preparetl using Microsoft Office Word 2016.
Task 9—Opinion of Probable Construction Cost. Kimley-Horn will prepare an opinion of probable construction cost, using Microsoft Excel
2016,for verification of project budget and assistance during the contractor's bidding process. Measurement of units will be containetl in the
specifications with additional detail for lump sum items as necessary. Unit prices will be tlerived from current bid information on similar work within the
area. Backup information will be submitted along with the estimate if requested for City recortl and concurrence.
Task 10—Meetings.We have assumed three(3) meetings with City staff during the course of the project:one"kick-off" meeting and two project
progress meetings.The meeti gs couid include discussion on project status and design submittals,or to present issues/findings.
Task 11 —Bid Stage Services.Kimley-Horn will provide services during the bid stage by responding in writing to requests for clarifications.We will
assist the City in the issuance of Addenda to the bid package.Design changes are not included.We are budgeting up to four(4)hours of effort on this task.
Task 12—Construction Stage Services
Canstruction Support—Kimley-Horn will assist the City during the construction period by attending meetings, answering contractor's RFIs,
reviewing submittals, reviewing shop drawings,conducting fieltl observations and preparing addendums and clarifications.This aiso includes assisting
in interpretation of bid documents, review of change orders and review of changed conditions in the field.We are budgeting up to four(4)hours of
effort for construction support.
Record Drawings—Kimley-Horn will update the approved design drawings based on a redline markup provided by the Contractor or City staff.
independent verification is not inclutled.Significant deviations from the original design tlocuments are not anticipated.The purpose is to create a
deliverable that will represent the built condition for City's records,We are budgeting up to four(4)hours of effort for updating recortl drawings.
y Deliverables
Title Sheet Bid Proposai and Specifications Electronic file of all project document
Traffic Signal Improvement Plan, Curb Project Files and Correspondence on a USB drive
Ramp,and Traffic Detail Sheets Preliminary and Final Cost Estimates Plan Check Submittals(30%,60%and
Signing antl Striping Plans Utility Notification, Research Materials,
100%)three(3)sets each submittal
Topo Survey,Survey Field Book,Notes,and Correspondence DBE Participation Documents
and Horizontal and Vertical Control Final Mylar Construction Plan Set
AssumptionslLimitations
No dips on manholes or catch basins Street lighting photometric analysis is Street lighting plans are not
are included not included included
Traffic control plans are not included Signal timing modifications are not
included
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Kimley-Horn is a full-service engineering, planning,and environmental consulting firm providing a comprehensive range of services to public and
private clients nationwide, Founded in 1967,we have grown from a small group of traffic engineers and transportation planners to a multidisciplinary
firm of more than 4,300 professionals in 92 offices nationwide, including 11 offices in California.This project wiil be led by the local team in our
Orange office,opened in 1988.We provide our clients with the local knowledge antl responsiveness of a small organization, backetl by the tlepth of
resources oniy a national firm can offer.
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As a recognized nationwide leader in engineering consulting services, Kimley-Horn's professionals have significant experience in traffic signal
upgrades and operations,and can develop informed solutions tailored to this project.We have an extensive history of completing similar signal
modification projects successfully, on time,and within budget. Our technical qualifications and strengths cover a wide variety of project types and
design requirements that can support this project.
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Traffic Signals/Traffic Control Devices
Signal design and construction is one of the cornerstones of Kimley-Horn's professional practice. Over the past —
five decades,we have developed signal designs at thousands of intersections for state departments of
transportation and municipalities nationwide, Our experience in advancetl traffic management projects include i
citywitle signal system designs,transportation control centers,electronic toll facilities and revenue control i
systems,and innovative transit and public transportation systems. Each of our systems is designed not only to
address current needs, but also to accommodate future growth and advances in technology.We have been
responsibie for virtually every aspect of traffic systems, including Plans,Specifications&Estimates(PS&E)
packages, conceptual designs,operationai feasibility,communication architecture, system design,software
development, and deployment and implementation plans.
Road+Nay antl Intersection Improvements
A roatlway intersection is a dynamic element in your transportation infrastructure.The efficiency of intersection '
operation maximizes the efficiency of the entire roadway system. Every intersection has a unique combination of ' r
features—roadway layout, signal equipment,and mix and volume of vehicles, pedestrians,and bicycles.As a
result, every intersection requires careful study to develop and apply safe, efficient,and flexible design solutions.
Our in-house staff untlerstantls all aspects of roatlway design, induding intersection geometrics, utility relocations, -'
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traffic control, signalizations, signing and marking,antl erosion control, allowing us to be an eificient and
coordinated partner with the City.
Signing and Pavement Nlarkinc s
As a component to roadway design and traific engineering, Kimley-Horn has prepared numerous signing and pavement marking plans for various
projects.These projects range from single intersections to e ensive signing and pavement marking plans for urban and rural roadway projects. Our
goal is to successfully maintain the safety of pedestrians and vehicular traffic. In addition, Kimley-Horn has the capabilities to prepare these plans in
accordance with the Manual of Uniform Traffic Control Devices and Caltrans Design Standards.
ADA Compliance
Kimley-Horn engineers are on the forefront of ADA compliance, helping municipalities upgrade aging infrastructure to meet applicable ADA standards
and ordinances. Our experience ranges from curb ramp and sidewalk design to pedestrian-dedicated paths and walkways. Kimley-Horn understands
how to implement improvements that benefit our clients,as well as the general public.
Bidding and Construction Support
Kimley-Horn routinely serves clients during the construction phases of their project, providing bidding and construction support services to make sure
our clients' projects are successful through to completion.We can assist in preparing and distributing bid documents for the City, review contractor
bids,and prepare bid tabulation and contractor recommendations.Although our aim is to prepare a plan set that can stand by itself,we will respond to
contractor requests for information and clarification in a timely manner. Our experience with construction contract administration has made our traffic
and transportation designs more cost effective and practical,and gives us the abiliry to problem-solve in the fieltl during construction.
AL DIIIC)N ll t3 N Fl r
Schedule and Cost Control
Kimley-Horn knows how important cost control is to the City of Orange.We are organized to effectively manage and administer your project, and are
prepared to commit the resources necessary to ensure the success of your efforts.
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Moreover,we also have the tools that tell us exactly how and when to implement these resources.While this KIMLEY-HORN
can be perceived as an internal issue to Kimley-Horn,the tools we use to manage antl administer a project QUALITY CONTROL IS
are for the benefit of our clients.These tools allow us to establish a reliable basis for on-time,within-budget
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delivery of all services.Schetlule and budget are extremely important to Kimley-Horn, and our established
methods and procedures ailow us to meet the goals established for your project.
Quality Assurance and Quality Control
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Since its founding, Kimley-Horn has aggressively pursued its commitment to qualiry for every task,
Jdeliverable,and service provided by the firm. Recognizing the importance of carefui qualiry control, Kimley-
Horn developed a quality control/quality assurance(QC/QA)manual that every project manager is required to
know antl use.We strive for our procedures to facilitate the delivery of high-qualiry services that satisfy your
needs.There will be no learning curve relative to quality for the Kimley-Horn team.
REFERENCE PROJEC T S'
Our clients know that with Kimley-Horn,they have a better experience.The following projects represent just some of our experience in developing
traffic signal and intersection solutions for local clients,all of whom have a long history of working with Kimley-Horn to effectively deliver key
transportation improvement projects.We invite you to contact them regarding our work history and quality of service.
GtASSFLL STREET LEFT-TURN SIGNAL MODIFICATIDNS, ORANGE, CA
Kimley-Horn completetl design for the City of Orange to improve safety at the intersections of Glassell Street at Meats Avenue and Glassell Street at Collins
Avenue.The project is adding left-turn phasing in both the northbound antl southbound directions along Glassell Street as a countermeasure to broadside
type crashes.The added left-turn phasing also removes the conflict with petlestrians crossing,as pedestrians can currently only cross with the through
movement phase.Scope of work for this project includes survey,signing and striping plans,traffic signal modifications plans, utility coortlination,
specifications,and opinion of probable construction cost.This project is funded in part through Caltrans Call for Projects for the HSIP Cycle 7.
G i nt:Eduardo Lopez,Associate Civi!Engineer, Crry of Orange, 714J44.5525
SANTA ANA BOULEVARD AND 5TH STREET PROTECTED BIKF LANE, SANTA ANA, CA
Kimley-Horn is providing PS&E to the City of Santa Ana to construct approximately 2 miles of one-way median protected cycle track,and 0.4 miles of
two-way median protected cycle track to connect cyclists from the Santa Ana Regional Transportation Center to the downtown and Civic Center areas
along Santa Ana Boulevard and 5th Street.This project is an important element of the Ciry's efforts to promote Complete Streets with multiple
transportation options.The bike lane integrates into the OC Streetcar Project on Santa Ana Boulevard,with bikeways along the corridor which
Kimley-Horn is also working on.The project scope includes signing and striping and modification of three traffic signals to implement bike signals.
Clrent Jason Gabriel,Principal Civil Engineer, City of Santa Ana, 714.647.5653
ANAHFIIVI BOULEUARD/SANTA ANA STREET TRAFFIC SIGNAL MODIFICATlOrJS, ANAHEI A, CA
Kimley-Horn is providing PS&E to the City of Anaheim to modify the traffic signal at Anaheim Boulevard and Santa Ana Street to install protected
left-turn phasing in the northbound and southbound approaches along Anaheim Boulevard.This intersection has experienced a number of broadside
type crashes and installing the protectetl left-turn phasing will provide a safety benefit. Our scope included a traffic signal modifications plan, utility
coordination,specifications,and opinion of probable construction cost, In addition,we realigned crosswalks at the intersection to improve alignment
with the existing curb ramps.
t,'r;,r Anastasia Sanchez,Associate Engineer, Crty ofAnaheim, 714J65,4439
OCTA, NFWPORT AVFNUE NORTH TtiAFFIC SIGNAL SVNCHRONIZATION PROGRAI 1 (TSSP), ORANGF
COUNTY, CA
As part of our On-Call Traffic Engineering Services contract, Kimley-Horn has been assisting OCTA with signal synchronization of 24 signals along
Newport Avenue North.The project involves developing signal synchronization plans for the peak traffic conditions and provides several key upgrades
along the corritlor inclutling communication network and signal systems.We are currently coordinating with OCTA, Caltrans,the City of Tustin, and the
County of Orange to tlevelop a communication plan for enhancing corridor operations.
C1ren r Amy Tran,Principal Transportation Analyst, OCTA, 714.560.6282
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OCTA, CHAPMAN AVFNUE TRAFFIC S/GNAL SYNCHRONIZATION PROGRAM, ORANGE COUNTY, CA
Kimley-Horn completetl the design and implementation of various ITS improvements at 55 traffic signals along Chapman Avenue in Orange County,
This design builtl traffic signal synchronization project included traffic signal controller upgrades,traffic signal cabinet upgrades and replacement,
communications system upgrades,pedestrian equipment upgrades,detection upgrades, CCN, EVP,and ATMS(Centracs).These improvements were
made to provide more functionality to the existing equipment, allow for enhanced safety at each intersection, improve the ability to monitor incidents
within the intersections, antl also improve real time communication with city traffic control systems.The project also involved McCain traffic signal
controllers,cabinet,antl communication system upgratles at 7 Caltrans ramps. Kimley-Horn prepared design pians for traffic signal and
communication upgrades and worked closely with the contractor during permitting and construction phases to respond to RFis and complete this
project in a record time.
S Cl ent Amy Tran, Principal Transportation Analyst, OCTA, 714.560.6282
EAST COAST HIGHWAY SIGNAL RFHABILITATION DESIGN, NEWPORT BFACH, CA
Kimley-Horn provided traffic engineering design PS&E services to the City of Newport Beach to upgrade signal equipment at nine intersections along
East Coast Highway.The project included median modifications at five intersections,ramp modifications at two intersections,signing and striping,
crosswalk removal evaluation,and evaluation of intersection street light photometrics at six locations to upgrade safety lighting with decorative street
lights, Minor witlening design to the pork chop median is also being completed at the north leg of Avocado Avenue and East Coast Highway to
accommodate dual left-turn lanes and a through lane at the intersection.The project design was completed within budget and on schedule.
Gtier t Brad Sommers, City of Newport Beach, 949.644.3326
By selecting the Kimley-Horn team,the City
will have confitlence in knowing the selectetl t°FP°,pc
professionals are experienced in providing
engineering design services to clients localiy
and throughout California, q 2y,
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Led by project manager
Jason Melchor,P.E.,who has managed
many similar local projects, we have
Sri Chakrava thy,P.E.,tE.ason Meic _ •-
assembled a team of professionals who
nor,P.E. Jean Fares,FE.
possess relevant experience, proven project
management capabilities, and the abi ity to
provide you with timely, cost effective, and Camden Cabrinha,P s
high-quality deliverables.The organization
arvo Rad,P.E.,QSD/P Tim Chan,P.E. Jamie Bertchume,P s
Trevor Briggs,P.E. Cabrinha,Hearn&Associates
chart to the right identifies and outlines our RyaJean Castillo,EIT
team members and their responsibilities,
Full resumes are provided in the Appendix.
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Over the past 44 years, Cabrinha,Hearn&Associates(CH&A)(CH&A)has successfully provided land surveying and mapping services on five-and
six-figure work orders on hundreds of projects throughout Southern California.They provide quality surveying and mapping services to their clients in a
timely fashion, maintain consistent and clear communication with clients,and use the latest technology in
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F'u surveying equipment and methods. CH&A is a DBE/SBE/LBE/LSBE/CBE/SB Micro certified corporation.They arei\5 n•P r'e
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x«• ' Signatory to IUOE Local 12,and are registered with the California Department of Intlustrial Relations
1000021302).
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QTY OF ORANGE
5.Glassell Street at Palmyra Avenue
New Traffic Signal Project(SP4114)
HSIPL-5073(093)
Kimley-Horn and Associates,Inc.
Jean Fares
ason Sri
Sr. Kimley
Name
Melchor Chakravarthy professional
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Professional Analyst
PfOJe
Horn Kimley-Horn
CH&A
H&ATotal
PROJER
pROJECTProfessionalISupportTotalTOTAL
Q
Project Principal-in- II Total Total Cost Cost TOTAL COST
Category/Title Mana er Char e
Hours
ast HOURS
Billing Rate $288.02 $218.56 $226.36 $264.64 $220.16 $170.15 $130.86 $111.93
Phase 1 and 2(6 weeks-City Review
1 4 2 24 59 2 92 $ 13,630.78 42 $ 6,022.14 134 $ 19,652.922weeks,1 meeting)
A. Project Design and Kick off and Research 2 2 1 1 6 $ 1,02012 6 $ 1,020.22
8. Field Review 4 4 $ 523.44 4 $ 523.44
C. Utility Coordination 2 8 10 $ 1,387.18 10 $ 1,387.18
D. Survey 1 1 130.86 14 $ 2,123.05 15 $ 2,253.91
E. Base Mapping 1 5 6 824.45 28 $ 3,899.09 34 $ 4,723.54
F. Interim Signing and Striping,Traffic Signal Plans and
Details(Over-the-Shoulder,60%)
1 1 1 IS 38 1 57 $ 8,363.59 57 $ 8,363.59
G. Interim Bid Proposal Boak incl.Specifications 1 1 3 5 $ 949.17 5 $ 949.17
H. Preliminary Cost Estimates 1 2 3 431.87 3 $ 431.87
Phase 3(4 weeks)-City Review
1 week,1 meeting)
1 3 1 2 9 20 1 37 $ 5,909.15 37 $ 5,909.15
A. Final Plans,Specifications and Estimates(100Y) 1 1 1 3 15 1 22 $ 3,356.50 22 $ 3,356.50
e. Final Bid Proposal Book 1 1 4 0 6 $ 1,119.32 6 $ 1,119.32
C. Final Utility Coordination Records 1 1 130.86 1 $ 130.86
D. Final Cost Estimate 1 1 2 4 8 $ 1,302.46 8 $ 1,302.46
Phase 4(3 weeks)-Bid Package 2 1 5 15 5 2,430.26 15 $ 2,430.26
A. Plans,Specifications,and Estimates 1 2 6 9 $ 1,351.82 9 $ 1,351.82
B. Bid Proposal Book 1 1 218.56 1 $ 218.56
C. Utility Coordination Records 1 1 $ 130.86 1 $ 130.86
D. Computer Disks and File Index 1 1 $ 170.15 1 $ 170.15
E. Project Files and Correspondence 1 2 3 558.87 3 $ 558.87
TOTAL HOURS 2 9 1 1 4 38 86 3 144 42 186
Subtotal Labor by KH Staff: $ 576.04 $ 1,967.08 $ 226.36 $ 264.64 $ 880.62 $ 6,465.71 $11,253.94 $ 335.79
TOTAL COST: 21,970.18 6,022.14 27,992.32
EXHIBIT "B"
MANDATORY FISCAL,FEDERA.L AND OTHER PROVISIONS
Beneath this.sheet.]
12
EXHIBIT `B"
FISCAL,FEDERAL AND OTHER PROVISIONS
1. PERFORMANCE PERIOD
This Agreement shall go into effect on the Effective Date and Gontractor shall commence work
within ten(10) days thereafter. The Agreement shall end on Deceinber 1,2022;unless extended
by mutual agreement of the parties.
2. TERMINATION
A. Upon termination, City shall be entitled to all work, including but not limited to, reports,
investigations, appraisals, inventories, studies, . analyses, drawings and data estimates
performed to that date,whether completed or not.
B. City may temporarily suspend this AGREEMENT, at no additional cost to City,provided that
Contractor is given written notice of temporary suspension. If City gives such notice of
temporary suspension, Cantractor shall immediately suspend its: activities under this
Agreement. A temporary suspension may be issued concurrent with a notice of teinunation.
C. Notwithstanding any provisions of tlus Agreement, Contractor shall not be relieved of liability
to City for damages sustained by City by virtue of any breach of this Agreement by Contractor,
and City may withhold any payments due to Conlxactor until such time as the exact axnount of
damages, if any, due City from Contractor is determined.
3. COST PRINCIPLES AND ADMINISTRATIVE REQUIREME1vTS
A. Contractor agrees that 48 CFR Part 3:1, Contract Cost Principles and Procedures, shall be used
to determine the allowabiliry of individual terms of cost.
B. Contractor also agrees to comply with federal procedures in accordance with 2 CFR Part 200,
Uniform Administrative Requirements, Cost Prineiples, and Audit Requirements for Federal
Awards.
C. Any costs for which payment has been made to Contractor that are determined by subsequent
audit to be unallowable under 48 CFR Part 31 or 2 CFR Part 200 are subject to repayment by
Contractort o.City.
D. When a Contractor or subcontractor 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..
Exhibit"B"
Page 1 of 5
4. AUDIT REVIEW PROCEDURES
A. Contractor and subcontractor Agreements, including cost proposals and Indirect_Cost Rates
ICR),may be subject to audits or reviews. If selected for audit the document will be
reviewed to verify compliance with 48 CFR Part 31 and other related laws and regulations.
The document shall be adjusted by Contractor and approved by City's Project Manager to
conform to the audit ar review recommendations.
B. Neither the pendency of an audit dispute nor its.consideration by City will excuse Contractor
from full and timely performance, in accordance with the terms of this Agreement.
5. SUBCONTRACTING
A. Any subcontract entered into as a result of this Agreement, shall contain all the provisions
stipulated in this entire Agreement to be applicable to subcontractors unless otherwise noted.
B. Contractor shall pay its subcontractors within fifteen (15) calendar days from receipt of each
payment made to Contractor by City.
C. Ariy substitution of subcontractors must be approved in writing in advance by the City's
Project Manager.
6. CONFLICT OF INTEREST
A. Contractor sha11 disclose any fmancial,business, or other relationship with City that may have
an impact upon the outcome of this Agreement or any ensuing City construction project.
Contractor shall also list current clients who may have a financial interest in the outcome of
this Agreement ox any ensuing City construction project which will follow.
B. Contractor shall disclose to City any actual,appaxent,or potential conflicts of interest that may
exist relative to the services to be provided pursuant to this Agreement. Contractor shall advise
City of any actual, apparent or potential conflicts of interest that may develop subsequent to
the date of execution of this Agreement. Contractor further agrees to complete any statements
of economic interest if required by either City ordinance or state law.
C. Contractor hereby certifies that it does not now have nor shall it acquire any fmancial or
business interest-that would conflict with the performance of services under this Agreement.
7. REBATES,KICKBACKS OR OTHER UNLAWFUL CONSIDERATION
Contractor 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 this Agreement
without liability, to pay only for the value of the work actually performed, or to deduct from this
Agreement price or otherwise recover the full amount of such rebate, kickback or other unlawful
consideration.
8. DESARMENT AND SUSPENSION CERTIFICATION
A. Contractor's signature affixed herein shall constitute a certification under penalty of
perjury under the laws of the State of California, that the Contractor or any person
associated therewith in the capacity of owner,partner, director, officer or manager:
Exhibit"B"
Page 2 of S.
1. Is not currently under suspension,debarment,voluntary exclusion,or determination
of ineligibility by any federal agency;
2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible
by any federal agency within the past three(3)years;
3_.Does not have a.proposed debarment:pending; and
4. Has not been indicted, convicted, or had a civil judgment rendered against it by a
court of competent jurisdiction in any matter involving fraud or official misconduct
within the past three(3)years.
B. Any exceptions to this certification must be disclosed to City: Exceptions will not
necessarily result in denial of recommendation for award, but will be considered in
determining responsibility. Disclosures must indicate the party to whom the exceptions
apply,the initiating agency, and the dates of agency action.
C. Exceptions to the Federal Govemment Excluded Parties List System maintained by the
U.S. General Services Administration are to be deterniined by FHWA.
9. DISADVANTAGED BUSINESS ENTERPRISES (DBE)PARTICIPATION
A. This Agreement is subject to 49 CFR Part 26, "Participation by Disadvantaged Business
Enterprises in Department of Transportation Financial Assistance Programs."Contractor shall
assist City in a good faith effort to achieve California's statewide overall DBE goal.
B. The goal for DBE participation for this Agreement is 19;%. Participation by DBE Contractor
or subcontractors shall be in accordance with information contained in Exhibit 10-01:
Consultant Proposal DBE Commitment , or in Exhibit 10-02: Consultant Contract DBE
Commitment attached hereto and incorporated as part of the Agreement. If a DBE
subcontractor is unable to perform, Gontractor must make a good faith effort to replace it with
another DBE subcontractor, if the goal is not otherwise met:
C. Contractor can meet the DBE participation goal by either documenting commitments to DBEs
to meet the Agreement goal, or by documenting adequate good faith efforts to meet the
Agreement gbal. An adequate good faith effort means that Contractor must show that it took
all necessary and reasoriable steps to achieve a.DBE goal that, by their scope, intensity, and
appropriateness to the objective, could reasonably be expected to meet the DBE goal. If
Contractor has not met the DBE goal, complete and submit Exhibit 15-H: DBE Information—
Good Faith Efforts to document efforts to meet the goal. Refer to 49 CFR Part 26 for guidance
regarding evaluation of good faith efforts to meet the DBE goal.
D. Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and
administration of DOT-assisted contracts. Failure by Contractor to carry out these
requirements is a material breach of this Agreement.
E. A DBE firm may be terminated only with prior written approval from City and only for the
reasons specified in 49 CFR §26.53(fl. Prior to requesting City consent for the termination,
Contractor must meet the procedural requirements specified in 49 CFR.§26.53(fl. If a DBE
subcontractor is unable to perform, Contractor must make a good faith effort to replace it with
another DBE subcontractor,if the goal is not otherwise met.
Exhibit"B"
Page 3 of 5
F. Contractor shall not be entitled to any payment for such work or material unless it is performed
or supplied by the listed DBE or by other forces (including those of Contractor) pursuant to
prior written authorization of City's Project Manager.
G. A DBE is only eligible to be counted toward the Agreement goal if it performs a commercially
useful function (CUF). A DBE performs a CUF when it is responsible for execution of the
work of the Agreement and is carrying out its responsibilities by actually performing,
managing, and supervising the work involved. To perform a CUF, the DBE. must also be
responsible, with respect to materials and supplies used on the Agreement, for negotiating
price,determining quality and quantity,ordering the material and installing(where applicable);
and paying for the material itself. To determine whether a.DBE is perfornung a CIJF, evaluate
the amount of work subcontracted, industry practices, whether the amount the firin is to be
paid under the Agreemerit is commensurate with the work it is actually performing, and other
relevant factors.
H. A DBE does not perform a CUF if its role is limited to that of an extra participant in a
transaction, Agreement, or project through which funds are passed in order to obtain the
appearance of DBE participation. In determining whether a DBE is such an extra participant,
examine similar transactions,particularly those in which DBEs do not participate:
I. If a DBE does not perform or exercise responsibility for at least thirty percent (30%) of the
total cost of its Agreement with its own work force, or the DBE subcontracts a greater portion
of the work of the Agreement than would be expected on the basis of normal industry practice
for the type of work involved, it will be presumed that it is not performing a CUF.
J. Contractor shall maintain records of materials purchased or supplied from all subcontracts
entered into with certified DBEs. The records shall show the name anci business address of
each DBE or vendor and the total dollar amount actually paid:each DBE or vendor,r:egardless
of tier. The reeords shall show the date of payment and the total dollar figure paid to all firms.
DBE prime Contractors shall also show the date of work performed by their own forces along
with the corresponding dollar value of the work.
K. Upon completion of the Agreemerit, a summary of these. records shall be prepared and
submitted on the form entitled, Exhibit 17-F: Final Report-Utilization of Disadvanta
Business Enterprise (DBE) First-Tier Subconsultants, certified correct by Contractor or
Contractor's authorized representative_and shall be furnished to the City's Project.Manager
with the final:invoice. Failure to provide the summary of DBE payments with the final invoice
will result in twenty-five percent(25%)of the dollar value of the invoice being withheld from
payment until the form is submitted. The amount will be returned to Contractor when a:
satisfactory "Final Report-Utilization of Disadvantaged Business Enterprises (DBE), First-
Tier Subconsultants"is submitted to the City's Project Manager.
L. If a DBE subcontractor is decertified during tlie life of the Agreement, the decertified
subcontractor shall notify Contractor in writing with the date of"decertification. If a
subcontractor becomes a certified DBE during the life of the Agreement, the subcontractor
shall notify Contractor in writing with the date of certification.Any changes should be reported
to:City's Project Manager within thirty(30) ca endar days.
M. After submitting an invoice for reimbursement that includes a payment to a DBE, but no later
than the 10'of the following month,the prime contractor shall complete and email Exhibit 9- I
Exhibit"B"
Page 4 of S.
F: Disadvantaged Business Enterprise Running Tally of Payments to
business.su port.unit ;dot.ca. ov with.a copy to City. I
N. Any subcontract entered into as a result of this Agreement shall contain all of the provisions
of this section.
Exhibit"B"
Page 5 of 5