Loading...
Almond GrovePREPARED BY: MATT MORLEY DIRECTOR OF PARKS AND PUBLIC WORKS Reviewed by: Assistant Town Manager Town Attorney Finance S\COUNCIL REPORTS\2016\4-19-16\AlmondGrove\staff report V2mm.docx 4-14-2016 9:46 AM MEETING DATE: 04/19/16 ITEM NO: 5 COUNCIL AGENDA REPORT DATE: APRIL 7, 2016 TO: MAYOR AND TOWN COUNCIL FROM: LAUREL PREVETTI, TOWN MANAGER SUBJECT: PPW JOB NO. 13-31 – ALMOND GROVE STREET REHABILITATION PROJECT 411-811-0003 A. AUTHORIZE THE TOWN MANAGER TO NEGOTIATE AND EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES TO COMPLETE THE DESIGN FOR THE REMAINING EIGHT STREETS IN THE ALMOND GROVE PROJECT TO WILSEY HAM IN AN AMOUNT NOT TO EXCEED $809,778, WHICH INCLUDES A 10% CONTINGENCY. B. AUTHORIZE THE TOWN MANAGER TO NEGOTIATE AND EXECUTE AN AGREEMENT FOR CONSTRUCTION DESIGN SERVICES ON A TIME AND MATERIAL BASIS TO SUPPORT FIELD DESIGN CHANGES FOR BROADWAY AND BACHMAN TO WILSEY HAM IN AN AMOUNT NOT TO EXCEED $10,000. RECOMMENDATION: 1. Authorize the Town Manager to negotiate and execute an agreement for professional services (Attachment 1) to complete the design for the remaining eight streets in the Almond Grove project to Wilsey Ham in an amount not to exceed $809,778, which includes a 10% contingency. 2. Authorize the Town Manager to negotiate and execute an agreement for construction design services on a time and material basis (Attachment 2) to support field design changes for Broadway and Bachman to Wilsey Ham in an amount not to exceed $10,000. BACKGROUND: Request for Proposal and Consultant Selection Process On October 20, 2015, the Town Council approved the issuance of a Request for Proposals (RFP) for the design of eight remaining streets in the Almond Grove Historic District. The RFP was to be structured such that the design could accommodate either an asphalt or a concrete reconstruction project. PAGE 2 MAYOR AND TOWN COUNCIL SUBJECT: PPW JOB NO. 13-31 – ALMOND GROVE STREET REHABILITATION PROJECT 411-811-0003 APRIL 7, 2016 BACKGROUND (cont’d): The RFP was also structured to incorporate the direction of the Council, specifically in retaining the curb line at its existing location, complying with the Town’s Tree Ordinance with respect to street trees, and minimizing the replacement of existing infrastructure, such as sidewalks, where possible. At the February 16, 2016 Town Council meeting, staff made a recommendation of a preferred consultant to the Town Council based on the rigorous RFP review process (Attachment 3). Council determined an alternative direction would benefit the Town and approved a motion for staff to approach the second, third, and fourth ranked consultants and request they consider changes to their teams to increase their team’s strength in concrete street design and construction while allowing design completion in time for the next construction cycle in the spring of 2017. These teams included Wilsey Ham (ranked second), HMH (ranked third), and Hatch Mott McDonald (ranked fourth). DISCUSSION: Following the February 16, 2016 Town Council meeting, staff reached out to the second, third, and fourth ranked consultants pursuant to Council direction. Staff asked the consultants to re-evaluate their teams on their strength in concrete design and street reconstruction and to provide an update to their proposals on any necessary changes needed to strengthen their teams. The consultants were informed that this could include adding or changing the original team members. In addition, staff reached out to several companies that specialize in design and construction of concrete pavements, encouraging these companies to contact the remaining consultants to help augment their teams. The evaluation team reviewed the revised proposals and, based on the review, determined that the second ranked consultant, Wilsey Ham, made significant changes to their proposal to strengthen the team in concrete pavement design and construction, incorporating an additional sub-consultant with strong concrete expertise. In addition, Wilsey Ham reduced the estimated project cost by $40,000 to a projected design cost of $736,162 and committed to delivering the project within the timeline necessary to bid the project for construction in the spring of 2017 (see Attachment 4). The third ranked team, HMH, added additional hours to their project estimate in the concrete design category, and did not modify their project team. Because no substantial change was made to the HMH project team to enhance their capabilities in the design of concrete pavements, the HMH proposal was not evaluated further. The proposed HMH project cost remained at $846,000 and the team committed to meeting the revised timeline for construction in spring of 2017. The fourth ranked team, Hatch Mott MacDonald, added additional staff from the company with concrete experience into the project. This team reduced the project cost by about $145,000, but overall project costs remain the highest at $1,039,402. This team also committed to the schedule allowing for construction in the spring of 2017. PAGE 3 MAYOR AND TOWN COUNCIL SUBJECT: PPW JOB NO. 13-31 – ALMOND GROVE STREET REHABILITATION PROJECT 411-811-0003 APRIL 7, 2016 DISCUSSION (cont’d): Although the lowest cost consultant aligns with the staff recommendation, it is important to note that cost should not be the determinative factor in selecting a design firm. In this project, Wilsey Ham has significantly strengthened their design team, adding the design engineering firm of Twining, Inc. to the team. Twining has provided the design and geotechnical services for over 300 concrete pavement projects, including a number of residential concrete streets. Additional Design Proposal Based on staff’s outreach to sub-consultants that specialize in design and construction of concrete pavements, one of these sub-consultants submitted a proposal for the design of the eight remaining Almond Grove streets through Mark Thomas and Company. The proposal provides demonstrated experience in a number of concrete pavement projects. All of the proposals are available for review on the Town’s Almond Grove project website http://www.losgatosca.gov/almondgroveproject. Staff had done outreach to this consultant through the original RFP process and the consultant did not respond. Through the re-evaluation of the proposers, staff had concerns regarding the number of qualified proposers and therefore received the proposal from Mark Thomas and Company to allow for options should they have been necessary. Although qualified based solely on review of the proposal, staff continues to recommend Wilsey Ham as the preferred consultant for the Town. However, the information within the proposal from Mark Thomas and Company helps to demonstrate the viability of the other proposals in terms of expertise, schedule, and cost necessary to complete the project. The proposal and team were not reviewed through the rigorous process of the originally submitted design proposals and staff does not recommend further consideration of this company. Project Scope for the Remaining Eight Streets The ideal time to provide direction to staff on the scope of a project is early in the design process. This helps to avoid potentially costly changes in the project. Staff currently has clear direction from the Council on the design of the project in the areas of materials, street width or curb line location, and trees. Some residents of the Almond Grove have expressed interest in the installation of communications conduits to provide for future use, such as fiber optic or cable upgrades. Others see this as an unneeded cost associated with the project. It is impossible to predict whether or not there will be demand for this type of conduit, although staff has received one inquiry from a communications contractor to pass through the Almond Grove, mostly along Massol. Staff does not believe this particular company will pursue the inquiry, but it does allude to the possibility of future use of conduits. Because of the difficulty in trenching and patching a concrete street, staff included a conduit in the first phase along Broadway and Bachman. PAGE 4 MAYOR AND TOWN COUNCIL SUBJECT: PPW JOB NO. 13-31 – ALMOND GROVE STREET REHABILITATION PROJECT 411-811-0003 APRIL 7, 2016 DISCUSSION (cont’d): There is an opportunity to define the scope relative to the installation of conduit in the design of future streets. This can include providing connectivity for both sides of the streets (more conduit), eliminating the conduit completely, or providing options for one or several north to south and east to west connections to facilitate communications cabling end to end through the neighborhood. The Council should provide design direction on this and other project elements as needed. Without specific direction, staff will evaluate the future design and determine the best long term solution for the Town, including future potential impacts to infrastructure and upfront costs relative to the project budget. Value Engineering for Bachman and Broadway Value engineering efforts are common in association with construction projects. These are most often seen in the area of schedule, phasing, or product specification; however, engineered solutions are also opportunities for saving costs and time in a project. Where alternative engineering solutions are proposed, the review of the value engineering considers the best value for the Town in regards to the effectiveness, longevity, and cost of the proposed solution. The contractor (Vanguard) for the Broadway and Bachman phase of the project has provided value engineering proposals that could reduce the schedule and cost of the project. These changes significantly modify the concrete pavement design and are made possible due to specialized equipment that Vanguard owns. To determine the viability of this and other value engineering options, staff needs the assistance of engineers with experience in concrete paving. Typically the original design engineering firm provides this work as a line item fee. Staff requested that Wilsey Ham provide a proposal for these services and they have committed to providing these services. Staff is recommending a separate contract with Wilsey Ham in an amount not to exceed $10,000 for a time and materials contract to provide engineering services within the Broadway and Bachman phase of the project. Because overall engineering costs on the second phase of the project are below the staff estimate, including cost reductions in the Wilsey Ham proposal, and because of the potential for saving in construction costs, staff recommends proceeding with this additional agreement (see Attachment 2). CONCLUSION/NEXT STEPS: Award of this consultant agreement will allow for the design of the remaining eight streets in the Almond Grove historic district. Staff recommends that the Council: 1. Authorize the Town Manager to negotiate and execute an agreement for design professional services to complete the design for the remaining eight streets in the Almond Grove project to Wilsey Ham in an amount not to exceed $809,778, which includes a 10% contingency. PAGE 5 MAYOR AND TOWN COUNCIL SUBJECT: PPW JOB NO. 13-31 – ALMOND GROVE STREET REHABILITATION PROJECT 411-811-0003 APRIL 7, 2016 CONCLUSION/NEXT STEPS: 2. Authorize the Town Manager to negotiate and execute an agreement for construction design services on a time and material basis to support field design changes for Broadway and Bachman to Wilsey Ham in an amount not to exceed $10,000. ALTERNATIVES: The Council could alternatively:  Award the contract without a contingency, requiring contract amendments be approved by Council for changes.  Award the contract to a different consultant.  Choose not to award a contract.  Provide other direction to staff. These alternatives have not been recommended due to the strength of the RFP process associated with this project and the identification of the most qualified and most cost effective service provider. Contingencies are typical in projects such as this one and if a contract amendment needed to be approved by Council, the project would likely be delayed. COORDINATION: This report has been coordinated with the Town Attorney and the Finance Department. FISCAL IMPACT: The project budget includes sufficient funds for this contract as demonstrated in the chart below. The Fiscal Year 2016/17 Capital Improvement Budget will include the additional funds identified by the Council towards construction of the additional eight streets. PAGE 6 MAYOR AND TOWN COUNCIL SUBJECT: PPW JOB NO. 13-31 – ALMOND GROVE STREET REHABILITATION PROJECT 411-811-0003 APRIL 7, 2016 FISCAL IMPACT (cont’d): ENVIRONMENTAL ASSESSMENT: This is not a project as defined under CEQA, and no further action is required. Attachments: 1. Agreement for Consultant Services – Design Professional Services 2. Agreement for Consultant Services – Construction Design Services 3. February 16, 2016 Council Agenda Report 4. Wilsey Ham revised proposal Adopted *Expended/Approved Proposed Budget Encumbered 15%Available Consultant FY 2015/16 Fiscal Impact FY 2015/16 FY 2015/16 Contingency Balance Costs Almond Grove Street Rehabilitation 3,742,619$ 2,422,834$ 354,271$ 965,514$ 819,778$ *Includes Carryforward Budget Consultation Services 56,822$ Advertising 2,898$ Blueprint/Copy/Postage 1,307$ Construction 2,361,806$ TOTALS 2,422,834$ TOTAL EXPENDITURES/ENCUMBRANCES BY CATEGORY: ALMOND GROVE STREET REHABILITATION PROJECT 811-0003 Draft Agreement Page 1 of 16 Design Professional Services for Almond Grove Street Reconstruction Project ATTACHMENT 1 AGREEMENT FOR DESIGN PROFESSIONAL SERVICES BY AND BETWEEN THE TOWN OF LOS GATOS, CALIFORNIA AND WILSEY HAM THIS AGREEMENT is made and entered into on April 20, 2016 by and between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and Wilsey Ham (“Consultant”), whose address is 3130 La Selva Street, Suite 100, San Mateo, CA 94403. This Agreement is made with reference to the following facts. I. RECITALS 1.1 The Town desires to engage Consultant to provide design services for the Almond Grove District Street Reconstruction Project for Bean Avenue, Nicholson Avenue (N. Santa Cruz to Glen Ridge Avenue), Almendra Avenue, Wilder Avenue, Tait Avenue, Bayview Avenue, Massol Avenue and Glen Ridge Avenue (Bachman Avenue to Hernandez Avenue). The work includes the preparation of plans and specifications for the replacement of damaged/non-ADA conforming sidewalks, curb and gutter, landscape areas, and the replacement of the concrete streets. 1.2 The Consultant represents and affirms that it is willing to perform the desired work pursuant to this Agreement. 1.3 Consultant warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Consultant acknowledges Town has relied upon these warranties to retain Consultant. II. AGREEMENTS 2.1 Scope of Services. Consultant shall provide services as described in Exhibit A, summarized from that certain document titled: Proposal for Design Services, Almond Grove Street Reconstruction Project, Town Project #13-31, sent to the Town on December 18, 2015, and amended March 16, 2016, which is hereby incorporated by reference. 2.2 Term and Time of Performance. This contract will remain in effect from April 20, 2016 to December 31, 2022. Consultant shall perform the services described in this agreement as follows: prepare Plans, Specifications and an Engineer’s Estimate (PS&E) to facilitate the reconstruction of streets in the Almond Grove District of Los Gatos. These streets include Bean Avenue, Nicholson Avenue (N. Santa Cruz to Glen Ridge Avenue), Almendra Avenue, Wilder Avenue, Tait Avenue, Bayview Avenue, Massol Avenue and Glen Ridge Avenue (Bachman Avenue to Hernandez Avenue), as further described in Exhibit A of this agreement. Draft Agreement Page 2 of 16 Design Professional Services for Almond Grove Street Reconstruction Project ATTACHMENT 1 2.3 Compliance with Laws. The Consultant shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Consultant represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos. 2.4 Sole Responsibility. Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. 2.5 Information/Report Handling. All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town’s property and shall be delivered to the Town upon the completion of Consultant's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Consultant shall not make any of the these documents or information available to any individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and Town's use of the information contained in the reports prepared by the Consultant in connection with other projects shall be solely at Town's risk, unless Consultant expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant. 2.6 Compensation. Compensation for Consultant's professional services shall not exceed $736,162 inclusive of all costs. Payment shall be based upon Town approval of each task. 2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the service and shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form. Payment shall be net thirty (30) days. All invoices and statements to the Town shall be addressed as follows: Invoices: Town of Los Gatos Attn: Accounts Payable P.O. Box 655 Los Gatos, CA 95031-0655 2.8 Availability of Records. Consultant shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Draft Agreement Page 3 of 16 Design Professional Services for Almond Grove Street Reconstruction Project ATTACHMENT 1 Consultant shall make these records available to authorized personnel of the Town at the Consultant's offices during business hours upon written request of the Town. 2.9 Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town. 2.10 Independent Contractor. It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and not an agent or employee of the Town. As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Consultant shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultant's negligent performance or wrongdoing. 2.11 Conflict of Interest. Consultant understands that its professional responsibilities are solely to the Town. The Consultant has and shall not obtain any holding or interest within the Town of Los Gatos. Consultant has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Consultant warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest, should it discover it has done so and shall, at the Town's sole discretion, divest itself of such interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in thi s performance of this Agreement. If after employment of a person, Consultant discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship. 2.12 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act. Draft Agreement Page 4 of 16 Design Professional Services for Almond Grove Street Reconstruction Project ATTACHMENT 1 III. INSURANCE AND INDEMNIFICATION 3.1 Minimum Scope of Insurance: i. Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. iii. Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences. iv. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $1,000,000 which is sufficient to insure Consultant for professional errors or omissions in the performance of the particular scope of work under this agreement. General Liability: i. The Town, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant. This requirement does not apply to the professional liability insurance required for professional errors and omissions. ii. The Consultant's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self-insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. iv. The Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. 3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt Draft Agreement Page 5 of 16 Design Professional Services for Almond Grove Street Reconstruction Project ATTACHMENT 1 requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk. 3.3 Workers’ Compensation. In addition to these policies, Consultant shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for their respective employees. 3.4 Indemnification. The Consultant shall save, keep, hold harmless and the Town its officers, agent, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may arise or be set up because of damages to property or personal injury in the course of performing work which is due to the willful or negligent act or omission of the Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant. IV. GENERAL TERMS 4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 4.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara. 4.3 Termination of Agreement. The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen days (15) written notice of termination. In the event of termination, the Consultant shall deliver to the Town all plans, files, documents, reports, performed to date by the Consultant. In the event of such termination, Town shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. 4.4 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Consultant. 4.5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, including costs of appeal. Draft Agreement Page 6 of 16 Design Professional Services for Almond Grove Street Reconstruction Project ATTACHMENT 1 4.6 Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: Town of Los Gatos Wilsey Ham Attn: Town Clerk Attn: Jeff Peterson 110 E. Main Street 3130 La Selva Street, Suite 100 Los Gatos, CA 95030 San Mateo, CA 94403 or personally delivered to Consultant to such address or such other address as Consultant designates in writing to Town. 4.7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect of the Products or Services and any attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attachments or other writings. 4.8 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement. Town of Los Gatos by: Consultant, by: Laurel Prevetti Name Town Manager Title Recommended by: Matt Morley Director of Parks and Public Works Approved as to Form: Robert Schultz Town Attorney Draft Agreement Page 7 of 16 Design Professional Services for Almond Grove Street Reconstruction Project ATTACHMENT 1 AGREEMENT FOR DESIGN PROFESSIONAL SERVICES BY AND BETWEEN THE TOWN OF LOS GATOS, CALIFORNIA AND WILSEY HAM EXHIBIT A SCOPE OF SERVICES The Services to be performed for the Town by the Consultant under this Agreement are more fully described in the Consultant’s proposal entitled: Proposal for Design Services Almond Grove Street Reconstruction Project Town Project #13-31 December 18, 2015, and amended March 16, 2016 PROJECT BACKGROUND Wilsey Ham will design all of the street reconstruction projects as described under “Project Description” as one to be bid out in early 2017. Construction is to take place in spring and summer months to minimize the construction impacts in the downtown area for the Cat’s Hill Classic Bicycle Race in early May and during the holiday season and winter months. The improvements as part of this project will include:  Reconstruction of streets in concrete  Replacement of damaged curb & gutter and curb and gutter that does not match proposed grades, maintaining curb line locations  Replacement of damage sidewalks and sidewalks that do not match proposed grades, maintaining as much ADA accessible sidewalk as possible  Replacement of driveway approaches as needed  Driveway and walkway conforms  Removal of unsuitable street trees (per Town tree ordinance)  Planting new street trees The consultant is expected to:  Coordinate with utility companies, including the location of existing utilities  Provide Ground Penetrating Radar (GPR) as necessary to locate utilities  Provide soil testing to determine if soil will need to be off-hauled to a classified site  Design proper conforms to existing private improvements  Analyze drainage and design any required storm drainage system upgrades.  Provide as-built drawings at the end of construction  The Construction General Permit and SWPPP are to be assigned to the General Contractor Draft Agreement Page 8 of 16 Design Professional Services for Almond Grove Street Reconstruction Project ATTACHMENT 1 PROJECT DESCRIPTION Consultant will prepare Plans, Specifications and an Engineer’s Estimate (PS&E) to facilitate the reconstruction of streets in the Almond Grove District of Los Gatos. These streets include Bean Avenue, Nicholson Avenue (N. Santa Cruz to Glen Ridge Avenue), Almendra Avenue, Wilder Avenue, Tait Avenue, Bayview Avenue, Massol Avenue and Glen Ridge Avenue (Bachman Avenue to Hernandez Avenue). DESCRIPTION OF REQUIRED SERVICES The Town wishes to engage the services of an engineering firm (“CONSULTANT”) to prepare design and construction documents, bid and award, as well as construction and post construction support services for the Almond Grove District Street Reconstruction Project including the replacement of damaged/non-ADA conforming sidewalks, curb and gutter, driveway approaches, landscape areas, and the replacement of the concrete streets (“PROJECT”). This project is exempt under CEQA. Basic services shall include all professional services required to construct the Project. This will include, but is not limited to, the following: Task 1: Project Management and Coordination The Consultant shall: Coordinate with the Town throughout the duration of the project as well as the Quality Assurance/Quality Control (QA/QC) activities for project deliverables. Manage its team and overall project activities consistent with the direction from the Town in order to meet the project schedule and budget. Prepare a work plan phase schedule in either MS Excel or MS Project 2013 format. Schedule shall show significant milestones for the project. Update the schedule monthly and notify the Town if there are delays in any phase of the project. In such cases, Consultant shall make up the schedule in subsequent phases of the project or provide information to the Town substantiating a time extension. Prepare for, and attend in person project meetings with the Town to discuss project progress, decisions and direction, and to coordinate activities, as required. The meetings shall include: ▪ Kick-off Meeting (on site) ▪ Monthly Status Meetings with the Town to review project progress and data collected to date (can be completed via conference call). Be available to Town staff for consult by phone, or email to discuss project activities and schedules, or as required through the duration of project. Conduct QC reviews in accordance with its QA Program guidelines. Consultant shall provide a copy of its QA Program guidelines and shall provide a QC report at the end of each Task. Draft Agreement Page 9 of 16 Design Professional Services for Almond Grove Street Reconstruction Project ATTACHMENT 1 Deliverables: 1. Monthly progress schedule in MS Excel or MS Project 2010 format (three hard copies and one electronic file). 2. QA Program guidelines and QC reports for each task (three hard copies). 3. Workshop and meeting agendas, preparation materials, and meeting minutes 4. Monthly progress reports and invoices (three hard copies). Invoices shall indicate but not be limited to the following (Line items below shown as minimum required on invoice): a. Invoice Number b. Complete Title of Project c. Period for work performed d. Listed Tasks per the Contract/Agreement e. Hours and percentage of Work Performed to Date of Invoice f. Balance of Account from Previous Invoices Task 2: Data Collection and Review The Consultant shall: Review as-built documents and any other project information available for the Project site. Coordinate. Verify existing conditions and current code requirements. Visit the site to view and inspect site conditions and existing facilities. Keep topographic, photographic and video documentation of project areas, and vicinity where relevant. Perform necessary site analysis in order to identify opportunities and constraints. Meet with Town staff and residents to obtain additional information and input as needed. Obtain topographic information via detailed field survey. Locate and verify depths of utilities including Ground Penetrating Radar (GPR), and potholing as needed. Prepare and submit, for Town’s review and approval, Schematic Design and thirty-five percent (35%) plan submittal. The submittal shall consist of plans, a general narrative description of basic components, and other documents necessary to illustrate the scale and relationship of Project components. Deliverables: 1. Report of site conditions, findings, observations, analysis and recommendations of site visit, to include topographic, photographic and/or video documentation of project area. Draft Agreement Page 10 of 16 Design Professional Services for Almond Grove Street Reconstruction Project ATTACHMENT 1 2. Thirty-five percent (35%) complete plans [five (5) sets of D-size 24”x36” and three (3) sets of B-size, 11”x17” hard copies as well as electronic copies prepared in PDF format]. 3. Preliminary Construction Cost Estimate [five (5) hardcopies as well as MS Excel file]. 4. Design Schedule in MS Excel or MS Project [five (5) hardcopies and in PDF format]. 5. Draft and Final meeting minutes with action items, identifying responsible parties and scheduled completion dates for each task. Meeting minutes shall also be prepared in PDF format. 6. All required environmental clearance documents for Town signature and/or process. Task 3: Construction Documents (at 70%, 100%, 100% completed construction documents and submittals) Based on the approved Schematic Design documents and any adjustments authorized or directed by Town staff, the Consultant shall develop and refine the design, and prepare construction documents to fix and describe the size and character of the Project. The following sequence of document preparation will be performed for the project: Prepare seventy percent (70%) complete construction documents and supporting information, which may include but is not limited to: a) Plans with details of major design components such as: ▪ Site Plans ▪ Landscape/Irrigation Plan (if required) ▪ Elevations ▪ Wall Sections (if required) ▪ Civil Drawings (including cross-sections and profiles) ▪ Bid Alternates (if required) ▪ Cost Estimate b) Draft technical specifications and required input on Town’s specifications c) Preliminary Estimate of Probable Construction Cost Submit the seventy percent (70%) complete plans, draft specifications and preliminary estimate of probable construction cost for Town review. Prepare an updated construction cost estimate. If the cost estimate prepared at this point differs from the preliminary construction budget approved at the end of the Schematic Design Phase, the Consultant shall explain and justify the difference and if increased, shall submit a list of proposed modifications to bring the cost within budget. Meet with Town staff as needed to review Town comments on 70% submittal, and gain concurrence as to how the documents will be revised as appropriate to incorporate Town comments. Draft Agreement Page 11 of 16 Design Professional Services for Almond Grove Street Reconstruction Project ATTACHMENT 1 Plan, coordinate, schedule and produce meeting minutes with action items for all meetings with the Town as deemed necessary to efficiently complete this phase of the design in a timely manner. Deliverables: 1. Seventy Percent (70%) Complete Plans conforming to Town Standard Drawings format [five (5) sets of D-size (24”x36”) and two (2) sets of B-size (11”x17”) hard copies]. Electronic copies of 70% plans shall also be made available to Town in PDF format. 2. Seventy Percent (70%) Draft Technical Specifications [five (5) sets]. Specifications shall be prepared in MS Word and PDF formats. 3. Preliminary Estimate of Probable Construction Cost [five (5) copies]. Estimates shall be prepared in MS Excel and PDF formats. 4. Miscellaneous Project information as requested. 5. Draft and Final meeting minutes with action items, identifying responsible parties and scheduled completion dates for each task. Meeting minutes shall also be prepared in PDF format. Provide the Town with Project documentations, as required, for the public/residents information. Schedule resident meetings for each street to discuss frontage changes. Total of 8 meetings. Prepare and submit 100 percent (100%) complete plans that incorporate comments/revisions to the plans and specifications as directed by Town staff. Deliverables: 1. 100 Percent (100%) Plans [five (5) sets of D-size (24”x36”) and two (2) sets of B-size (11”x17”) hard copies]. Electronic copies of 100% plans shall also be made available to Town in in PDF format. 100 Percent (100%) Technical Specifications [five (5) sets]. Specifications shall be prepared in MS Word and PDF formats. 2. 100 Percent (100%) Construction Cost Estimate [five (5) copies]. Estimates shall be prepared in MS Excel and PDF formats. 3. 100 Percent (100%) Construction Schedule [five (5) copies]. Project schedule shall be prepared in MS Project and/or MS Word, and PDF formats. 4. Written responses to Town and others’ review of 100% construction documents [one (1) copy]. 5. Bid alternates, if required [five (5) copies]. Prepare and submit 100 percent (100%) Complete Construction Documents that incorporate final comments/revisions to the plans and specifications as directed by Town staff. The Construction Documents must be stamped, signed, and dated by each person licensed to practice said discipline in the State of California, who will assume responsibility for the design. Deliverables: 1. 100 Percent (100%) Complete Construction Document Plans [five (5) sets of D-size (24”x36”) and two (2) sets of B-size (11”x17”) hard copies]. Electronic copies of 100% plans shall also be made available to Town in in PDF format. 100 Percent (100%) Technical Specifications [five (5) sets]. Specifications shall be prepared in MS Word and PDF formats. Draft Agreement Page 12 of 16 Design Professional Services for Almond Grove Street Reconstruction Project ATTACHMENT 1 2. 100 Percent (100%) Complete Construction Document Construction Cost Estimate [five (5) copies]. Estimates shall be prepared in MS Excel and PDF formats. 3. 100 Percent (100%) Complete Construction Document Construction Schedule [five (5) copies]. Project schedule shall be prepared in MS Project and/or MS Word, and PDF formats. 4. Written responses to Town and others’ review of 100% construction documents [one (1) copy]. 5. Bid alternates, if required [five (5) copies]. 6. Bid Set: Stamped, signed, and dated 100 Percent (100%) Complete Plans, Specifications, Construction Cost Estimate, and Construction Schedule [three (3) sets of hard copies as well as in PDF format]. 7. One original set of plans, including the wet-signed cover sheet, shall be on reproducible vellum. 8. Tracking Log of Town Comments and Approval Status [two (2) sets]. 9. Final meeting minutes with action items, identifying responsible parties and scheduled completion dates for each task. 10. Electronic copies of final approved Bid-ready set of Plans and Specifications in PDF format. Task 4: Bidding and Award (as needed) Consultant shall assist in providing information to Town during the Bidding and Award Phase, to answer questions from bidders, to help and prepare exhibits for addenda when necessary, assist Town in evaluation of bids received, and provide a written recommendation for the award of contract. Should Town, after receipt of bids, determine that it is not in its best interests to award the construction contract, Town may terminate the Agreement in accordance with Section 11 of the Agreement. The Consultant shall: Assist Town with responses to bidder’s inquiries through the Town’s Project Manager. Assist Town with addenda to the Construction Documents as needed to respond to bidder’s inquiries and clarify the intent of Bid Documents. Assist Town in evaluating bids. Deliverables: 1. Written response to bidder’s inquiries [three (3) copies]. 2. Support information for Addenda [original for Town printing, plus 5 copies]. 3. Written recommendation letter to award of contract for the Project. 4. Conformed Contract Documents incorporating any and all Addenda [Original for Town printing, plus five (5) copies, and electronic copy in MS Word and/or MS Excel and in PDF format]. Task 5: Construction Administration (as needed) Consultant’s responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the “Notice to Proceed” (NTP) of the Contract for Construction, Draft Agreement Page 13 of 16 Design Professional Services for Almond Grove Street Reconstruction Project ATTACHMENT 1 and terminates on the date the Town Council approves the Certificate of Completion of the Project. Consultant will assist Town in providing administration of the Contract for Construction. Duties, responsibilities and limitation of authority of Consultant shall not be restricted, modified, or extended without written agreement of the Town and Consultant. Consultant shall attend the pre-construction meeting. Consultant shall visit the site as required for the benefit of the Project during this phase. For purposes of cost evaluation criteria, Consultant shall assume weekly site visits. During these site visits, Consultant shall attend any job progress meetings, pre-submittal meetings, pre-installation meeting, and other meetings as required by the Town. Consultant’s subconsultants shall visit the site as required when work related to their engineering discipline is in progress. Consultant shall review Contractor’s submittals, including Shop Drawings, Product Data and Samples. The Consultant’s action shall be taken with such reasonable promptness so as to cause no delay in the work, while allowing sufficient time in Consultant’s judgment to permit adequate review. The Consultant will be allowed a maximum of seven (7) calendar days for review of submittals. Consultant’s review shall not constitute review of safety precautions or, unless otherwise specifically stated by Consultant, of construction means, methods, techniques, sequences or procedures. Consultant’s review of specific items shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, Consultant shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. Consultant shall respond to Contractor’s requests for information (RFI). Interpretations and decisions of Consultant shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, Consultant shall secure faithful performance by both Town and Contractor and shall not show partiality to either. Consultant will be allowed a maximum of seven (7) calendar days to provide a written response. The Consultant shall prepare the scope of work, including sketches for all Field Instructions/change order issued to the Contractor. The Consultant shall review change order pricing and provide written responses for the Town’s review and approval. Consultant shall review Contractor’s proposed substitutions and provide written responses for the Town’s review and approval. Consultant will be allowed a maximum of three (3) calendar days to provide a written response. Construction Support is to be provided in the years as shown in the project schedule. Consultant’s fee for this service should reflect any anticipate costs increases over the project duration to provide these services. Draft Agreement Page 14 of 16 Design Professional Services for Almond Grove Street Reconstruction Project ATTACHMENT 1 Deliverables: 1. Responses to RFI’s. 2. Reviewed Contractor Submittal/Shop Drawings. 3. Field Sketches, as required, and clarifications. 4. Contract Change Order Scope and Evaluation. 5. Field Reports by Consultant and sub-consultants. Task 6: Record Drawings and Project Close-Out The Consultant shall: 6.1 At completion of Project and with no additional compensation, Consultant shall provide the Town with one set of Record Drawings (24” x 36”) that reflect the changes to the work during construction based upon any issued ASI’s or other documents issued by the Architect and upon marked up prints, drawings, and other data furnished by the Contractor and Town. If Consultant adds additional sheets to the plans, these shall be properly numbered, properly referenced on other affected drawings and included in the drawing index. Consultant shall also provide Town a complete hard copy set of Record Drawings and one soft copy on CD/DVD in PDF format. Consultant may, at its own expense, prepare and retain a copy of each drawing for its permanent file. 6.2 Deliverables: 1. Record Drawings on CD/DVD in PDF format and AutoCAD format. 2. Record Drawings (24” x 36”) produced on a good quality bond (minimum 20-lb weight paper). Draft Agreement Page 15 of 16 Design Professional Services for Almond Grove Street Reconstruction Project ATTACHMENT 1 AGREEMENT FOR DESIGN PROFESSIONAL SERVICES BY AND BETWEEN THE TOWN OF LOS GATOS, CALIFORNIA AND WILSEY HAM EXHIBIT B SCHEDULE OF FEES Consultant shall provide a schedule of rates and fees which includes all billing amounts and costs as follows (if applicable), such as: Basic Services: Compensation shall be on a time and materials basis in proportion to services rendered to complete the tasks and deliverables identified in Exhibit A to the satisfaction of the Town and shall be billed monthly as percentages of completion for each Task as follows: Task 1: Project Management and Coordination.................................................$ 37,872 Task 2: Data Collection and Review (35%) ......................................................$ 305,779 Task 3: Construction Documents: 70% & 100% A. 70% Complete Plans ............................................................................$ 138,913 B. 100% Complete Plans ............................................................................$ 101,210 C. 100% Complete Construction Documents ..............................................$ 24,374 Task 4: Bidding and Award (as requested by the Town) ....................................$ 8,446 Task 5: Construction Administration (as requested by the Town) ...................$ 111,018 Task 6: Record Drawings and Project Close-Out ..............................................$ 8,550 TOTAL (Not-To-Exceed) .................................................................................$ 736,162 In no event shall the amount billed to Town by Consultant for services under this Agreement exceed $736,162 subject to budget appropriations. Consultant Rate Schedule: See attached from Consultant’s Proposal Draft Agreement Page 16 of 16 Design Professional Services for Almond Grove Street Reconstruction Project ATTACHMENT 1 Draft Agreement Page 1 of 8 Construction Design Services for Almond Grove Street Reconstruction Project ATTACHMENT 2 AGREEMENT FOR CONSTRUCTION DESIGN SERVICES BY AND BETWEEN THE TOWN OF LOS GATOS, CALIFORNIA AND WILSEY HAM THIS AGREEMENT is made and entered into on April 20, 2016 by and between TOWN OF LOS GATOS, a California municipal corporation, (“Town”) and Wilsey Ham (“Consultant”), whose address is 3130 La Selva Street, Suite 100, San Mateo, CA 94403. This Agreement is made with reference to the following facts. I. RECITALS 1.1 The Town desires to engage Consultant to provide construction services for the Almond Grove Street Reconstruction Project Phase I for Broadway and Bachman Avenue. The work includes various design services or responses to requests for information as needed. 1.2 The Consultant represents and affirms that it is willing to perform the desired work pursuant to this Agreement. 1.3 Consultant warrants it possesses the distinct professional skills, qualifications, experience, and resources necessary to timely perform the services described in this Agreement. Consultant acknowledges Town has relied upon these warranties to retain Consultant. II. AGREEMENTS 2.1 Scope of Services. Consultant shall provide services as described in Exhibit A, summarized from that certain document titled: Proposal for Construction Services, Almond Grove Street Reconstruction Project – Phase 1 - Town Project #13-31, sent to the Town on April 8, 2016, which is hereby incorporated by reference. 2.2 Term and Time of Performance. This contract will remain in effect from April 20, 2016 to December 31, 2022. Consultant shall perform the services described in this agreement as follows: provide construction services as further described in Exhibit A of this agreement. 2.3 Compliance with Laws. The Consultant shall comply with all applicable laws, codes, ordinances, and regulations of governing federal, state and local laws. Consultant represents and warrants to Town that it has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of the Town of Los Gatos. 2.4 Sole Responsibility. Consultant shall be responsible for employing or engaging all persons necessary to perform the services under this Agreement. Draft Agreement Page 2 of 8 Construction Design Services for Almond Grove Street Reconstruction Project ATTACHMENT 2 2.5 Information/Report Handling. All documents furnished to Consultant by the Town and all reports and supportive data prepared by the Consultant under this Agreement are the Town’s property and shall be delivered to the Town upon the completion of Consultant's services or at the Town's written request. All reports, information, data, and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential until released by the Town to the public, and the Consultant shall not make any of the these documents or information available to any individual or organization not employed by the Consultant or the Town without the written consent of the Town before such release. The Town acknowledges that the reports to be prepared by the Consultant pursuant to this Agreement are for the purpose of evaluating a defined project, and Town's use of the information contained in the reports prepared by the Consultant in connection with other projects shall be solely at Town's risk, unless Consultant expressly consents to such use in writing. Town further agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant. 2.6 Compensation. Compensation for Consultant's professional services shall not exceed $10,000.00 inclusive of all costs. Payment shall be based upon time and material costs for each required work item. 2.7 Billing. Billing shall be monthly by invoice within thirty (30) days of the rendering of the service and shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date. Also, plans, specifications, documents or other pertinent materials shall be submitted for Town review, even if only in partial or draft form. Payment shall be net thirty (30) days. All invoices and statements to the Town shall be addressed as follows: Invoices: Town of Los Gatos Attn: Accounts Payable P.O. Box 655 Los Gatos, CA 95031-0655 2.8 Availability of Records. Consultant shall maintain the records supporting this billing for not less than three years following completion of the work under this Agreement. Consultant shall make these records available to authorized personnel of the Town at the Consultant's offices during business hours upon written request of the Town. 2.9 Assignability and Subcontracting. The services to be performed under this Agreement are unique and personal to the Consultant. No portion of these services shall be assigned or subcontracted without the written consent of the Town. 2.10 Independent Contractor. It is understood that the Consultant, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor Draft Agreement Page 3 of 8 Construction Design Services for Almond Grove Street Reconstruction Project ATTACHMENT 2 and not an agent or employee of the Town. As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s). With prior written consent, the Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement. Consultant shall be compensated for its costs and expenses in preparing for, traveling to, and testifying in such matters at its then current hourly rates of compensation, unless such litigation is brought by Consultant or is based on allegations of Consultant's negligent performance or wrongdoing. 2.11 Conflict of Interest. Consultant understands that its professional responsibilities are solely to the Town. The Consultant has and shall not obtain any holding or interest within the Town of Los Gatos. Consultant has no business holdings or agreements with any individual member of the Staff or management of the Town or its representatives nor shall it enter into any such holdings or agreements. In addition, Consultant warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of the Town in the subject of this Agreement, and it shall immediately disassociate itself from such an interest, should it discover it has done so and shall, at the Town's sole discretion, divest itself of such interest. Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ a person having such an interest in this performance of this Agreement. If after employment of a person, Consultant discovers it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, Consultant shall promptly notify Town of this employment relationship, and shall, at the Town's sole discretion, sever any such employment relationship. 2.12 Equal Employment Opportunity. Consultant warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age, sex, color, race, marital status, sexual orientation, ancestry, physical or mental disability, national origin, religion, or medical condition, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment & Housing Act. Draft Agreement Page 4 of 8 Construction Design Services for Almond Grove Street Reconstruction Project ATTACHMENT 2 III. INSURANCE AND INDEMNIFICATION 3.1 Minimum Scope of Insurance: i. Consultant agrees to have and maintain, for the duration of the contract, General Liability insurance policies insuring him/her and his/her firm to an amount not less than: one million dollars ($1,000,000) combined single limit per occurrence for bodily injury, personal injury and property damage. ii. Consultant agrees to have and maintain for the duration of the contract, an Automobile Liability insurance policy ensuring him/her and his/her staff to an amount not less than one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage. iii. Consultant shall provide to the Town all certificates of insurance, with original endorsements effecting coverage. Consultant agrees that all certificates and endorsements are to be received and approved by the Town before work commences. iv. Consultant agrees to have and maintain, for the duration of the contract, professional liability insurance in amounts not less than $1,000,000 which is sufficient to insure Consultant for professional errors or omissions in the performance of the particular scope of work under this agreement. General Liability: i. The Town, its officers, officials, employees and volunteers are to be covered as insured as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of Consultant, premises owned or used by the Consultant. This requirement does not apply to the professional liability insurance required for professional errors and omissions. ii. The Consultant's insurance coverage shall be primary insurance as respects the Town, its officers, officials, employees and volunteers. Any insurance or self-insurances maintained by the Town, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. iii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the Town, its officers, officials, employees or volunteers. iv. The Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer's liability. 3.2 All Coverages. Each insurance policy required in this item shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt Draft Agreement Page 5 of 8 Construction Design Services for Almond Grove Street Reconstruction Project ATTACHMENT 2 requested, has been given to the Town. Current certification of such insurance shall be kept on file at all times during the term of this agreement with the Town Clerk. 3.3 Workers’ Compensation. In addition to these policies, Consultant shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of such policy to the Town before beginning services under this Agreement. Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers' Compensation insurance for their respective employees. 3.4 Indemnification. The Consultant shall save, keep, hold harmless and the Town its officers, agent, employees and volunteers from all damages, liabilities, penalties, costs, or expenses in law or equity that may arise or be set up because of damages to property or personal injury in the course of performing work which is due to the willful or negligent act or omission of the Consultant, or any of the Consultant's officers, employees, or agents or any subconsultant. IV. GENERAL TERMS 4.1 Waiver. No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 4.2 Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of Santa Clara. 4.3 Termination of Agreement. The Town and the Consultant shall have the right to terminate this agreement with or without cause by giving not less than fifteen days (15) written notice of termination. In the event of termination, the Consultant shall deliver to the Town all plans, files, documents, reports, performed to date by the Consultant. In the event of such termination, Town shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to the Town bears to completed services contemplated under this Agreement, unless such termination is made for cause, in which event, compensation, if any, shall be adjusted in light of the particular facts and circumstances involved in such termination. 4.4 Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by the Town and the Consultant. 4.5 Disputes. In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, including costs of appeal. Draft Agreement Page 6 of 8 Construction Design Services for Almond Grove Street Reconstruction Project ATTACHMENT 2 4.6 Notices. Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid, and addressed to: Town of Los Gatos Wilsey Hamm Attn: Town Clerk Attn: Jeff Peterson 110 E. Main Street 3130 La Selva Street, Suite 100 Los Gatos, CA 95030 San Mateo, CA 94403 or personally delivered to Consultant to such address or such other address as Consultant designates in writing to Town. 4.7 Order of Precedence. In the event of any conflict, contradiction, or ambiguity between the terms and conditions of this Agreement in respect of the Products or Services and any attachments to this Agreement, then the terms and conditions of this Agreement shall prevail over attachments or other writings. 4.8 Entire Agreement. This Agreement, including all Exhibits, constitutes the complete and exclusive statement of the Agreement between the Town and Consultant. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by the party to be bound, shall be binding on either party. IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement. Town of Los Gatos by: Consultant, by: Laurel Prevetti Name Town Manager Title Recommended by: Matt Morley Director of Parks and Public Works Approved as to Form: Robert Schultz Town Attorney Draft Agreement Page 7 of 8 Construction Design Services for Almond Grove Street Reconstruction Project ATTACHMENT 2 AGREEMENT FOR DESIGN PROFESSIONAL SERVICES BY AND BETWEEN THE TOWN OF LOS GATOS, CALIFORNIA AND WILSEY HAM EXHIBIT A Draft Agreement Page 8 of 8 Construction Design Services for Almond Grove Street Reconstruction Project ATTACHMENT 2 AGREEMENT FOR DESIGN PROFESSIONAL SERVICES BY AND BETWEEN THE TOWN OF LOS GATOS, CALIFORNIA AND WILSEY HAM EXHIBIT A PREPARED BY: MATT MORLEY DIRECTOR OF PARKS AND PUBLIC WORKS Reviewed by: Assistant Town Manager Town Attorney Finance MEETING DATE: 02/16/16 ITEM NO: 8 COUNCIL AGENDA REPORT DATE: FEBRUARY 5, 2016 TO: MAYOR AND TOWN COUNCIL FROM: LAUREL PREVETTI, TOWN MANAGER SUBJECT: PPW JOB NO. 13-31 – ALMOND GROVE STREET REHABILITATION PROJECT 411-811-0003 AUTHORIZE THE TOWN MANAGER TO NEGOTIATE AND EXECUTE AN AGREEMENT FOR DESIGN PROFESSIONAL SERVICES (ATTACHMENT 1) TO COMPLETE THE DESIGN FOR THE REMAINING EIGHT STREETS IN THE ALMOND GROVE PROJECT TO NICHOLS CONSULTING ENGINEERS (NCE) IN AN AMOUNT NOT TO EXCEED $762,190, WHICH INCLUDES A 10% CONTINGENCY. RECOMMENDATION: Staff recommends that the Town Council authorize the Town Manager to negotiate and execute an agreement for design professional services (Attachment 1) to complete the design for the remaining eight streets in the Almond Grove project to Nichols Consulting Engineers (NCE) in an amount not to exceed $762,190, which includes a 10% contingency. BACKGROUND: Request for Proposal and Consultant Selection Process On October 20, 2015, the Council approved the issuance of a Request for Proposals (RFP) for the design of eight remaining streets in the Almond Grove Historic District. The RFP was to be structured such that the design could accommodate either an asphalt or a concrete reconstruction project, with the decision on the material expected to be made with the agenda item immediately preceding this one. The RFP was also structured to incorporate the direction of the Council, specifically in retaining the curb line at its existing location, comply with the Town’s Tree Ordinance with respect to street trees, and minimize the replacement of existing infrastructure such as sidewalks where possible. PAGE 2 MAYOR AND TOWN COUNCIL SUBJECT: PPW JOB NO. 13-31 – ALMOND GROVE STREET REHABILITATION PROJECT 411-811-0003 FEBRUARY 5, 2016 BACKGROUND (cont’d): On November 18, 2015, staff distributed the RFP to ten engineering consultants that provide street reconstruction design services and posted the RFP on the Town’s website so that other qualified firms could also participate. The availability of the RFP was also posted under “What’s New” on the Town’s website. RFP submittals were due on December 18, 2015 and the Town received five submittals from the firms of Hatch Mott MacDonald, HMH, Nichols Consulting Engineers, Sandis, and Wilsey Ham. Detailed plans and specifications are required for construction projects by California Public Contract Code and the professional design of street reconstruction projects are critical to the successful delivery of those projects and leads to the request for award in this staff report. A professional design will: 1. Integrate locations where compliance with the Americans with Disability Act (ADA) requires changes in existing conditions. This is most evident at corner ramp locations. Although these ramps may appear to be straightforward, the requirements and tolerances of the ADA are absolute, giving the design of these ramps far reaching implications. Meeting the requirements can create impacts to multiple streets as the ramps force changes in the flow line of the gutter, elevation of the street, alignment of the adjacent sidewalk, and relation of that sidewalk to residential walkways. Combined, these elements create a puzzle that requires continued modification and engineering calculations throughout the design process to ensure the infrastructure all works together. 2. Ensure the constructability of the project from one end to the other. This includes addressing aspects of the existing conditions such as mature trees and utilities that must be accounted for and accommodated in the design. 3. Calculate a structural pavement design, including thickness of paving material, supporting base material, areas for reinforcement, and jointing that will hold up to the anticipated traffic and meet the needs of the community for years to come. 4. Develop these concepts into plans and specifications that provide a quality product for the Town. The work behind developing these documents is time consuming and intense and differs substantially from the skills and resources the Town has on staff. DISCUSSION: The RFP process is designed specifically to select providers of professional services, such as engineering services. California Code provides that procurement of professional services be based on the demonstrated competence and professional qualifications of the firms. Cost should only factor to supplement the qualifications analysis. In order to convert a potentially subjective analysis into a quantifiable analysis, staff established an evaluation process in advance of receiving RFP submittals. This type of detailed process is not required PAGE 3 MAYOR AND TOWN COUNCIL SUBJECT: PPW JOB NO. 13-31 – ALMOND GROVE STREET REHABILITATION PROJECT 411-811-0003 FEBRUARY 5, 2016 DISCUSSION (cont’d): for all RFPs; however, staff recognized that an increased rigor and attention to detail in the evaluation would benefit the process. The evaluation process began with inviting professionals to participate on a balanced evaluation team that understands the needs of a street reconstruction project. The evaluation team consisted of Michelle Quinney (retired City Engineer, City of Campbell), Thomas Supan (retired Senior Civil Engineer, City of Santa Clara and current part time Los Gatos employee), and Matt Morley (Director of Parks and Public Works, Town of Los Gatos). Scoring criteria were established prior to the receipt of any proposal (Attachment 2). The evaluation team conducted the evaluation in the following phases: Phase 1 – Submittal Review  Conduct an independent review of RFP submittals from the five firms by the evaluation team.  Discuss qualifications of the firms, aggregate scoring, and identification of qualified firms by the team. Phase 2 - Cost Application  Apply formula based cost criteria to the qualifications scores resulting in an overall ranking. Phase 3 - Interview  Conduct interviews with each firm’s project team and score the interview for each firm.  Determine final qualifications based aggregate scoring of the firms. Through this process, two firms did not advance to the interview stage. One firm was eliminated in Phase 1 of the evaluation process as the submittal was deemed insufficient due do a lack of demonstrated qualifications. Input from the evaluation team identified factors including a weak project team, inexperience in demonstrated street reconstruction projects, lack of demonstrated understanding of the project, and repeating the RFP document without adding substantive information. A second firm was eliminated after the cost factor was applied in Phase 2 of the evaluation process. The RFP review focused on the quality of the proposals and the firms as is required. However, cost did play a role and was handled with specific intent through the review. The RFP requested that costs be provided separately in a sealed envelope. This allowed for direct removal of any influencing factors specific to costs by the evaluation team. The team finished the Phase 1 qualifications based analysis without knowing the associated costs and the cost factors were applied after that review to establish the final ranking. Twenty points (out of 100 possible points) were allocated to the cost element. The lowest cost received the full 20 points and the other proposals received points based on the percentage increase over the lowest cost proposal. For example, a cost that was 25% higher than the low cost would receive 25% fewer points or 15 points. Scoring inclusive of the application of the cost element is reflected on Attachment 3. As noted above, the cost influenced the outcome by dropping a qualified company out of contention due to high costs in that company’s cost proposal. Each submittal and interview was reviewed and scored on its own merit. The scoring progression reflects this and based on the RFP process, Nichols Consulting Engineers (NCE) is the recommended consultant. Although NCE scored third on the first phase of the evaluation, the addition of the cost PAGE 4 MAYOR AND TOWN COUNCIL SUBJECT: PPW JOB NO. 13-31 – ALMOND GROVE STREET REHABILITATION PROJECT 411-811-0003 FEBRUARY 5, 2016 DISCUSSION (cont’d): element moved them to the highest ranking. The interview stage, where NCE provided a strong pavement team, demonstrated the firm’s superior knowledge of pavement solutions with an experienced team. Most notably, NCE demonstrated strength in the area of concrete roadway construction where the other consultants had minimal or no experience. Costs to Complete Plans and Specifications In budgeting and forecasting costs to complete the plans and specifications for the remaining eight Almond Grove streets, the industry standard is to relate design costs to construction costs. Based on the Town’s experience with the design costs for the first phase of the Almond Grove (Broadway and Bachman), plans and specifications were prepared at a total cost of $328,500 including the cost for 70% design of Tait Avenue. The portion of the first phase design attributable to Broadway and Bachman was approximately $213,525. In relation to the construction costs received in the bids described in the prior agenda item (not including contingencies), the proposed NCE agreement equates to between 9% (if the project is built in concrete) and 11% (if the project is built in asphalt). Road construction projects of this size typically budget costs of between 8% and 14%. The Town Engineer’s estimate for design costs on the next phase of Almond Grove has been 10% of the construction cost. A survey of twelve roadway projects in the greater Bay Area demonstrated design costs of between 5% and 18%. The larger second phase of the Almond Grove project has projected design costs of between 6% and 8% based on the results of this RFP. These costs are lower than anticipated most likely due to economies of scale by including the eight streets in a single project. CONCLUSION/NEXT STEPS: Award of this consultant agreement will allow for the design of the remaining eight streets in the Almond Grove historic district. Staff recommends that the Town Council award a consultant agreement to Nichols Consulting Engineers in an amount not to exceed $762,190, which includes a 10% contingency. ALTERNATIVES: The Council could alternatively:  Award the contract without a contingency, requiring a contract amendment to be approved by Council.  Award the contract to a different consultant.  Choose not to award a contract.  Provide other direction to staff. These alternatives have not been recommended due to the strength of the RFP process associated with this project and the identification of the most qualified and most cost effective service provider. PAGE 5 MAYOR AND TOWN COUNCIL SUBJECT: PPW JOB NO. 13-31 – ALMOND GROVE STREET REHABILITATION PROJECT 411-811-0003 FEBRUARY 5, 2016 ALTERNATIVES (Cont’d): Contingencies are typical in projects such as this one and if a contract amendment needed to be approved by Council, the project would likely be delayed. COORDINATION: This report has been coordinated with the Town Attorney and the Finance Department. FISCAL IMPACT: ENVIRONMENTAL ASSESSMENT: This is not a project as defined under CEQA, and no further action is required. PUBLIC COMMENTS Public comments are contained in Attachment 4. Staff will be prepared to address the written and any verbal comments made at the Council meeting. Attachments: 1. Draft Consultant Services Agreement including Nichols Consulting Engineers RFP Submittal (Scope of Services). 2. RFP Scoring Criteria. 3. RFP Ranking Summary. 4. Public Comment received through 11:00 a.m. Thursday, February 11, 2016.