San Marino City Council
July 26, 2024

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PROFESSIONAL SERVICES AGREEMENT
between
The City of San Marino
2200 Huntington Drive
San Marino, CA 91108
&

Z&K CONSULTANTS
17130 VAN BUREN BOULEVARD, SUITE 122
RIVERSIDE, CA 92504
This Professional Service Agreement (“the Agreement”) is made as of July 26, 2024 (the “Effective Date”), by and between Z&K CONSULTANTS (“Consultant”), and the City of San Marino (“City”), a California municipal corporation, (collectively, “the Parties”).

RECITALS
A. City desires certain professional services as specified in this Agreement.

B. Consultant represents that it is qualified and able to provide City with such services.

NOW THEREFORE, in consideration of the Parties’ performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows:

AGREEMENT

1.0 Scope of Services

1.1. Consultant shall provide those services (“Services”) set forth in the attached Exhibit A.

1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.

1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local laws, ordinances, codes, and regulations.

1.4. Consultant shall not be compensated for any work performed unless it is specified in Exhibit A or City authorizes such work in advance and in writing. Any work so authorized by City shall become part of the Services for purposes of this Agreement.

2.0 Term
The term of this Agreement shall commence as of the Effective Date and shall continue through June 30, 2025 unless sooner terminated as provided in Section 5.0 of this Agreement.

3.0 Consultant’s Compensation
City will pay Consultant in accordance with the fee schedule set forth in Exhibit B but in no event will the City pay more than $199,996. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit B, unless otherwise approved by City in writing.

Pursuant to Section 02.06.05 of the San Marino City Code, this Agreement shall not be effective unless previously approved by the City Council if it is for professional services of greater than Thirty Thousand Dollars($30,000).

4.0 Method of Payment

4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end 2 of 14
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of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant all undisputed charges within 30 days of receiving Consultant’s invoice.

City will not withhold any applicable federal or state payroll and other required taxes, or other required or authorized deductions from payments made to Consultant.

4.2. Upon 24-hour notice from City, Consultant shall allow City or City’s agents or representatives to inspect at Consultant’s offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City’s rights under this Section 4.2 shall survive for two years following the expiration or earlier termination of this Agreement.

5.0 Termination

5.1. City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least thirty (30) calendar days before the termination is to be effective.

5.2. Consultant may terminate this Agreement for cause in the event City fails to cure a default under this Agreement within thirty (30) days after Consultant has given City notice of such default.

5.3. Upon termination of this Agreement, Consultant shall cease all work under this Agreement and deliver to City all materials, reports, documents, notes or other written materials compiled through the last working day this Agreement is in effect. City shall pay Consultant for all services satisfactorily rendered through the last working day this Agreement is in effect; provided that in no event, including but not limited to termination, shall Consultant be entitled to receive more than the maximum compensation set forth in Section 3. Neither party shall have any other claim against the other party by reason of termination pursuant to this Section 5.0.

6.0 Reports, Information, and Work Product

6.1. Consultant shall deliver to City: (1) any reports on the status of the Services upon City’s request and in such time and in such form as City may require; and (2) all material furnished to Consultant by City upon City’s request and/or upon the expiration or termination of this Agreement.

6.2. Unless the Parties agree in writing, all draft and final reports, documents, and other written material, and any and all images, ideas, concepts, designs including without limitation any website designs, source code, object code, electronic data and files, and/or other media whatsoever created or developed by Consultant in the performance of this Agreement (collectively, “Work Product”) shall be considered to be “works made for hire” for the benefit of City. All Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final 4 of 14
payment being made. Consultant shall not obtain or attempt to obtain copyright protection as to any of the Work Product. Consultant hereby assigns to City all rights of ownership to the Work Product, including but not limited to any and all related intellectual property and proprietary rights that are not otherwise vested in the City pursuant to this paragraph.

6.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals necessary to the production of the Work Product, and that upon final payment, City shall have full legal title to the Work Product, and full legal authority and the right to use and reproduce the Work Product for any purpose.

Consultant shall defend, indemnify, and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city officials, harmless from any loss, claim, or liability in any way related to a claim that any use by the City of any of the Work Product violates federal, state, or local laws, or any contractual provisions, or any rights or laws relating to trade names, licenses, franchises, copyrights, patents, or other means of protecting intellectual property rights, and/or interests in products, ideas, or inventions.

Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret, or trademarked documents, materials, equipment, devices, or processes in connection with its provision of the Work Product produced under this Agreement. If any use by city of any of the Work Product or other deliverables is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (a) secure for City the right to continue using such Work Product and/or other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (b) modify the Work Product and other deliverables so that they become noninfringing while remaining in compliance with the requirements of this Agreement.

6.4. Consultant’s obligations under this Section 6.0 shall survive the expiration or termination of this Agreement.

7.0 Party Representatives

7.1. City’s representative for purposes of this Agreement is the City Manager or the person designated in writing by the City Manager. The City Manager’s designee may exercise the authority of the City Manager provided in this Agreement excepting approval of any expenditure that would exceed a total compensation allowed under the Agreement.

7.2. Crystal Fraire is Consultant’s representative for purposes of this Agreement.

8.0 Notices

8.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses:
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To City: City of San Marino
2200 Huntington Drive
San Marino, California 91108
Attn: City Manager
To Consultant: Z&K Consultants
17130 Van Buren Blvd. Suite 122
Riverside, CA 92504
Attn: Crystal Fraire

8.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

9.0 Independent Consultant

9.1. Consultant is an independent contractor and not an employee of City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

9.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from Consultant’s personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section. All duties of Consultant under this Section

9.2 shall survive termination of this Agreement.

9.3. In the event that Consultant provides any of the Services by or through any employee or any person whose work under this Agreement becomes cause for any payment or contribution required by law, including but not limited to the California Public Employees' Pension Reform Act (PEPRA), to the Public Employee Retirement System, Consultant shall be solely responsible for all such payments or contributions.

Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from Consultant’s failure to make any such payment or contribution. City shall have the right to offset against the amount of 6 of 14
any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section. All duties of Consultant under this Section

9.3 shall survive termination of this Agreement.

10.0 Subcontractors
Unless otherwise specified in Exhibit A, no portion of this Agreement shall be subcontracted without the prior written approval of the City Manager. Consultant is fully responsible to City for the performance of any and all subcontractors, if any.

11.0 Assignment
Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City Manager. Any purported assignment without such consent shall be void and without effect.

12.0 Insurance

12.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements, including but not limited to additional insured endorsements, effecting coverage required by this Agreement on forms satisfactory to City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City, if requested. All certificates and endorsements shall be received and approved by City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

12.2. General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

12.3 Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned, or rented vehicles, in an amount not less than 1,000,000 combined single limit for each accident.

12. 4 Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in 7 of 14
the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.

12.5 Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).

Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, employees, and volunteers.

12.6 Cyber security and privacy liability. Consultant shall procure and maintain insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including but not limited to personally identifiable information (PII), protected health information (PHI), security codes, access codes, passwords, etc.
b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks. c. Liability arising from introducing a computer virus into or otherwise causing damage to vendor (first-party) or customer’s (third party) computer, computer system, network, or similarly related property and the data, software, and programs. d. Liability arising from professional misconduct or lack of the requisite skill required for performing services defined in the contract or agreement. e. Costs associated with restoring, updating, or replacing data. f. Costs associated with a privacy breach, including notification costs, customer support, forensics, crises management, public relations consulting, legal services of a privacy attorney, credit monitoring, and identity fraud resolution services for affected individuals.

If coverage is maintained on a claims-made basis, consultant shall maintain such coverage for an additional three (3) years following termination of the contract.

12.7 Cyber technology errors and omissions. Consultant shall procure and maintain insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which shall include the following coverage:
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a. Liability arising from the unauthorized release of information for which an entity has the legal obligation to keep private, such as personally identifiable information (PII) and protected health information(PHI).
b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks. c. Liability arising from the failure of technology products (software and hardware) required under the contract for Consultant to properly perform the intended services. d. Claims alleging the failure of computer security that result in the transmission of malicious code, deletion, destruction or alteration of data, or the denial of service. e. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights. f. Liability arising from the rendering, or failure to render, professional services. g. Defense costs in regulatory proceedings (state and federal) involving a violation of privacy laws or intellectual property rights.
h. Crisis management and other expert services.

If coverage is maintained on a claims-made basis, the Consultant shall maintain such coverage for an additional three (3) years following termination of the contract.

Other provisions or requirements

12.8. Proof of insurance. Consultant shall provide certificates of insurance and required endorsements to Agency as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by Agency’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with Agency for the contract period and any additional length of time required thereafter. Agency reserves the right to require complete, certified copies of all required insurance policies, at any time.

12.9 Duration of coverage. Consultant shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Consultant, their agents, representatives, employees, or sub-consultants.

12.10Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by Agency shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall 9 of 14
also apply on a primary and non-contributory basis for the benefit of Agency before the Agency’s own insurance or self- insurance shall be called upon to protect it as a named insured.

12.11 Agency’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Agency has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by Agency will be promptly reimbursed by Consultant or Agency will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Agency may cancel this Agreement.

12.12 Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the Agency’s Risk Manager.

12.13 Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against Agency, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against Agency and shall require similar written express waivers and insurance clauses from each of its subconsultants.

12.14 Enforcement of contract provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the Agency to inform Consultant of non-compliance with any requirement imposes no additional obligations on the Agency nor does it waive any rights hereunder.

12.15 Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency.

12.16 Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide the Agency with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Consultant’s insurers 10 of 14
are unwilling to provide such notice, then Consultant shall have the responsibility of notifying the Agency immediately in the event of Consultant’s failure to renew any of the required insurance coverages, or insurer’s cancellation or non-renewal.

12.17 Additional insured status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that Agency and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies.

12.18 Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to Agency and approved of in writing.

12.19 Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any crossliability exclusions.

12.20 Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively “Subcontractor”), provide the same minimum insurance coverage and endorsements required of Consultant under this Agreement. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event Consultant’s Subcontractor cannot comply with this requirement, which proof must be submitted to the Agency, Consultant may still be able to utilize the Subcontractor provided Consultant shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Subcontractor’s scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with the Consultant’s requirements under this Agreement. This provision does not relieve the Consultant of its contractual obligations under the Agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Consultant with the ability to utilize a Subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Consultant under this Agreement given the limited scope of work or services provided by the subcontractor.

Consultant agrees that upon request, all agreements with Subcontractors, and others engaged in the project and/or services, will be submitted to Agency for review.

12.21 Agency’s right to revise specifications. The Agency reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of 11 of 14
such change. If such change results in substantial additional cost to the Consultant, the Agency and Consultant may renegotiate Consultant’s compensation.

12.22 Self-insured retentions. Any self-insured retentions must be declared to and approved by Agency. Agency reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter.

12.23 Timely notice of claims. Consultant shall give Agency prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

12.24 Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

Indemnification, Hold Harmless, and Duty to Defend

12.25 To the maximum extent permitted by law, Consultant shall defend, indemnify, and hold City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively “Indemnitees”) free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, its agents, or its subcontractors in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant’s own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.

Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement.

12.26 Consultant must obtain executed indemnity agreements with provisions identical to those in Section 13.1 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of the Services. If Consultant fails to obtain such indemnities, Consultant shall be fully 12 of 14
responsible and indemnify, hold harmless, and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged, or threatened, arising or claimed to arise out of, pertaining to, or relating to the acts or omissions of Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors, or their respective officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties.

13.0 Equal Opportunity
Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.

14.0 Labor Certification

14.1. By its signature hereunder, Consultant certifies it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code. Consultant shall provide evidence of such coverage before commencing the performance of the Services.

14.2. Consultant certifies that in the performance of the Services, Consultant shall not, in any manner, employ any person or contract with any person so that any Services so performed by such person would be subject to the workers’ compensation laws of the State of California unless and until Consultant gives City a certificate of consent to self-insure or a certificate of Workers' Compensation Insurance Coverage.

14.3. In the event Consultant hires a subcontractor who has employees to perform the Services or any part thereof, then Consultant shall either require the subcontractor to obtain Workers’ Compensation Insurance Coverage, or must obtain Workers’ Compensation Insurance Coverage for the subcontractor’s employees.

14.4. Any Workers’ Compensation Insurance Coverage required by or for this Agreement shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, its agents, and its subcontractors.

15.0 Entire Agreement
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 13 of 14

16.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.

17.0 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California.

18.0 No Third Party Rights
No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement.

19.0 Waiver
No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.

20.0 Headings
Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.

21.0 Force Majeure
Consultant shall not be liable for any failure to perform any obligation under this Agreement if Consultant presents that City in its sole judgment deems acceptable that such failure was due to strikes, lockouts, labor disputes, embargoes, acts of God, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.

22.0 Final Payment Acceptance Constitutes Release
Consultant’s acceptance of City’s final payment under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for the Services or anything done or furnished relating thereto. Neither City’s payment to Consultant nor approval of payment constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, sub-contractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such or payment or approval be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.
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23.0 Prohibited Interests; Conflict of Interest

23.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services.

Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant “financially interested” (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained.

23.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift.

23.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited “conflict of interest” under applicable laws as described in this subsection.

24.0 Attorneys’ Fees
If either party commences any legal, administrative, or other action against the other party arising out of or in connection with this Agreement, the prevailing party in such action shall be entitled to have and recover from the losing party all of its attorneys’ fees and other costs incurred in connection therewith.

25.0 Exhibits
Each exhibit referenced in this Agreement is hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control.
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26.0 Corporate Authority

26.1. Each person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of Consultant and that by his or her execution, Consultant is formally bound to the provisions of this Agreement.

26.2. Consultant certifies it is aware of the requirements of Sections 313 of the California Corporations Code. If Consultant is a corporate entity, it shall either:
(a) provide City written proof that each person executing this Agreement on Consultant’s behalf is duly authorized to bind Consultant; or (b) provide two signatories to this Agreement, of whom the first must be Consultant’s chairman of the board, president, or a vice president and the second must be Consultant’s secretary, an assistant secretary, its chief financial officer, or an assistant treasurer.

IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the Effective Date.

CITY OF SAN MARINO
By:_________________________
Philippe Eskandar
City Manager
Attest:

By:_________________________
City Clerk
Approved as to Form:

By:_________________________
Joseph Montes
City Attorney

CONSULTANT
By:_____________________________ (Sign)
Name:__________________________ (Print)
Title: __________________________ (Print)
By:_____________________________ (Sign)
Name:__________________________ (Print)
Title: __________________________ (Print)
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Exhibit A
Scope of Services
See next page

PROPOSED APPROACH & PERFORMANCE CRITERIA
The Z&K Team has been working diligently to understand every aspect of the project, including performing a constructability review for the City. This involvement provides us with a deeper understanding of the challenges and the key elements that the project may be facing and familiarity with the site and stakeholders. This knowledge and preliminary legwork will help us to hit the ground running and help the contractor understand the project better, preventing possible issues. Our Team has the ability, capacity, and skill to perform the contract and effectuate the work. We understand the project construction scope of work includes, but is not limited to the following: mobilization; traffic control and construction signage; removal and replacement of concrete curb and gutter, concrete cross gutter and concrete driveway approaches; installation of ADA compliant curb ramps; clearing and grubbing; removal and preparation of native subgrade materials; removal and disposal of Macadam base materials; localized pavement repairs; construction of cold-milling asphalt concrete pavement and overlay with hot mix asphalt (HMA); surface reconstruction; full reconstruction; removal and restoration of traffic markings and striping; painting curb house numbering and curb face painting.

The City's Parks and Public Works Department is responsible for the maintenance and repair of 59.8 centerline miles of public streets, including 21.4 miles of arterial streets, 5.6 miles of collector streets and 32.9 miles of local streets. The Department is also responsible for the maintenance and repair of 12 parking lots and 22 alleyways. The Project is a citywide roadway pavement rehabilitation project consisting of 26 segments of on various residential, collector, and arterial streets throughout the City of San Marino with a PCI of 53 or below.

We understand that the Project will be advertised for construction bid in May 2024 with construction anticipated to begin in Summer 2024 and be completed within 90 working days.

CAPITAL IMPROVEMENT PROGRAM | Since 2018 the City has completed an annual street rehabilitation project as part of its overall Street Rehabilitation Program. The goal of the Council-adopted Pavement Management Plan is to move the City to a maintenance-only footing by 2032. The annual project helps improve resident and pedestrian safety by improving the condition of the streets.

CONSTRUCTABILITY REVIEW & LESSONS LEARNED | The Z&K Team has been working diligently to understand every aspect of the project. We provided a constructability review to the City to integrate improvements to the plans prior to bidding. We reviewed the plans, specifications, and cost estimate provided by the City. We were pleased to see that many of the comments and lessons learned that we had on previous projects were addressed and implemented by NCE. Our comments are a follows:

Z&K thoroughly reviewed the plans and specifications and recommend adding language for the following items:
• Clarify all trucking routes with City approval prior to starting any asphalt removals / dig outs and prior to any slurry sealing or asphalt placement.
• Contractor will use a flagman / overwatch for all trucks operating in the vicinity of any trees. The flagman will monitor all trucks to ensure that raising or lowering truck beds do not come in contact with existing trees and do not damage trees.
• Contractor shall not perform truck operations where existing trees are in the vicinity of trucks without the supervision of the Inspector to ensure no trees are damaged during construction activities.

Z&K is recommending the following language revisions:

Inspector will video all adjacent intersections and approved trucking routes prior to asphalt operations to memorialize all adjacent streets and all striping for asphalt tracking and damage to striping.

This is included in the Plans (Sheet 2 of 7), General Notes Item 12 includes “The Contractor shall restore any and all pavement and other facilities outside limits of work affected by the construction operations at no additional cost.

It is the Contractor’s responsibility to videotape or document existing conditions prior to start of work to substantiate any previous damage; copies of which shall be provided to the Engineer.

We recommend revising this to the following and also adding it to the specifications. “The Contractor shall restore any and all pavement and other facilities outside limits of work affected by the construction operations at no additional cost. It is the Contractor’s responsibility to videotape or document existing conditions prior to start of work to substantiate any previous damage; copies of which shall be provided to the Engineer for approval.

We recommend updating the following section:
3-5.1.7 Curb Ramps | 3. Prior to the start of construction, the Contractor shall provide all required construction surveying and layout work for installation of an ADA-compliant curb ramp including ADA-compliant slopes. The construction surveying and layout work shall be reviewed by the Engineer and Construction Manager. The Plans note an assumed Caltrans Standard Plan installation “Case” for each location, but it shall be the Contractor’s responsibility to coordinate with the Engineer and Construction Manager to field fit the curb ramp installation and the Engineer shall make a final determination as to a suitable ramp “Case”. (TP-18)

7. In the case the Contractor believes it is not technically feasible to develop an ADA-compliant curb ramp, the Contractor shall note the site design exceptions and furnish to the Engineer the best fit layout for approval in writing prior to demolition of the existing improvements and layout of the new curb ramp. (TP-19) [REPLACE WITH]

7. In the case the Contractor believes it is not technically feasible to develop an ADA-compliant curb ramp per the standard Caltrans cases, the ramps shall be laid out and modified to fit field conditions with the Engineer and Construction Manager to achieve ADA compliant slopes.

In Addition to adhering to the American Public Works Association “Tree Protection & Preservation.” (TP-23) and Section 400-1.2.9 Excavation (TP-25), Contractor shall be responsible for conducting a tree inspection and survey with the City Arborist and inspector prior to any construction activity to ascertain if any trees need to be trimmed for truck access below 14 feet and to ensure any tree or tree root removal has been reviewed and approved. Any tree root removal will be under the direct supervision of the City Arborist.

Any trees damaged by the contractor or any subcontractors will be evaluated for restoration as well as monetary fines to the contractor. Any tree repairs and/or damage shall be reviewed and approved by the City Arborist. Add that language to the following section:
400-1.2.13 Repair and Replacement

1. General: Repair or replace trees, shrubs and other vegetation damaged by construction operations within 1 working day.

2. Trees: Remove and replace trees indicated to remain that are more than 25-percent dead or in unhealthy condition damaged by construction operations.
a. Provide new trees of the same size and species.

3. Soil Aeration: Aerate surface soil compacted during construction 10-ft. beyond dripline and no closer than 3-ft. from tree trunk.

Below are important items to note that were already added to the specifications from lessons learned from previous projects.

Contractor will be required to use non-tracking tack and use a water truck during all asphalt and slurry operations to prevent asphalt tracking to adjacent streets.

16. Tack Coat. The Contractor shall place trackless tack coat on all cold-milled surfaces to be paved, between HMA or ARHM lifts, and against all AC or PCC vertical surfaces against which new HMA or ARHM is to be placed. Tack coat shall be applied at a uniform rate of 0.05 to 0.10 gallons per square yard. (TP-15)

13. Watering of area to prevent tracking of material will be allowed if no water enters the storm drain system and the Contractor adheres to all local and state water quality regulations, and these Contract Documents. (TP-14) Concrete replacement will adhere to the City concrete color guides for all curbs, gutters and sidewalks. c. Color shall match existing and shall be “Half Fawn”, using an integral concrete colorant. Contractor shall submit a color sample to the City for approval prior to ordering materials. (TP-6) Any concrete curbs / gutters removed and replaced will require the replacement completed without standing water and water drainage with a running water test approved by the inspector.

4. Prior to demolition of any PCC driveway approach associated with a curb and gutter repair, the Contractor shall perform a field survey taking adequate measurements of the existing driveway approach including but not limited to measurement of the existing longitudinal and cross (transverse) slope and flowline slope, or sufficient spot elevations to determine these slopes. (TP-17)
3-12.3 Noise Control

1. A noise level limit of 65 dbA at a distance of 50 feet shall apply to all construction equipment on jobsite regardless of ownership. Use of excessively loud warning signals shall be avoided except in cases required for personnel protection.
300-2 Unclassified Excavation
a. Macadam Base: Macadam base pavement exists in localized areas within the project site. The project plans indicate where macadam base was encountered during preliminary pavement coring and the approximate thickness of macadam base. However, the location and thickness of existing macadam base may not be consistent throughout the project site. The work for removal and disposal of macadam base shall be included in the Contractor’s bid price for unclassified excavation and remove surfacing and base.

SCHEDULE & CLAIMS
Our Team has won several binding arbitrations on behalf of our clients for issues ranging from concurrent time delay claims, loss of production claims, differing site condition claims, rock claims, and defective concrete. We have served as an Expert Witness for underground claims and scheduling issues. Our construction support services team gives considerable attention to monitoring project schedules. We will coordinate, review and make recommendations for changes to the Critical Path Method (CPM) schedule generated by the contractor. As changes or discrepancies occur between the CPM schedule and as-built conditions, the project schedule and cost estimates will be updated. We will review the contractor's schedule on a weekly basis. We will track critical milestones, and if the contractor has missed or is tracking to miss a particular milestone, we will work closely with the contractor to formulate a recovery plan so as to minimize any potential impacts. Finally, we will maintain our own as-built schedule, typically on P3 or MS Project platform, reflecting actual durations and completion dates.

We have found this to be a very powerful tool in any potential schedule claims made by the contractor. Indeed, it saves our team from having to reconstruct actual timelines forensically (from inspection reports or inspector diaries).

PRELIMINARY SCHEDULE
We have prepared a draft construction schedule below.

Activity ID Activity Name Original Duration Start Finish SMPR CI SMPR CITY OF SAN MARINO - STREET REHABILITATION PROGRAM 90 17-Jun-24 22-Oct-24 SMPR.3 SMPR.3 ADMINSTRATION A 90 17-Jun-24 22-Oct-24
SMPR.3.1 NTP CONTRACT MILESTONES 90 17-Jun-24 22-Oct-24 C1005 CONSTRUCTION NTP - PROPOSED CONTRACT DURATION 90 WORKING DAYS 90 17-Jun-24* 22-Oct-24 C1015 CONSTRUCTION START DATE NTP JUNE 17, 2024 0 17-Jun-24* SMPR.3.2 PREPARE/SUBMIT/REVIEW SUBMITTALS 0 17-Jun-24 17-Jun-24 A1035 CONSTRUCTION SCHEDULE 0 17-Jun-24*
A1036 NOTIFICATION TO RESIDENTS 0 17-Jun-24*
A1120 CONCRETE MIX DESIGNS 0 17-Jun-24*
A1130 AC MIX DESIGNS 0 17-Jun-24*
A1140 SIGNING, STRIPING AND CURB PAINTING 0 17-Jun-24*
SMPR.11 SMPR.11 CONSTRUCTION 82 17-Jun-24 10-Oct-24
A1410 MOBILIZATION 5 17-Jun-24* 21-Jun-24
SMPR.11.2 CONCRETE IMPROVEMENTS 1 28 24-Jun-24 01-Aug-24 A1420 REMOVE AND REPLACE CURB AND GUTTER 26 24-Jun-24* 30-Jul-24 A1430 REMOVE AND REPLACE CONCRETE DRIVEWAYS 9 24-Jun-24 05-Jul-24 A1450 REMOVE AND REPLACE CURB RAMPS AND CROSS GUTTER 28 24-Jun-24 01-Aug-24 SMPR.11.3 AC IMPROVEMENTS 1 24 02-Aug-24 05-Sep-24
SMPR.11.3.1 STREET SEGMENTS 2,3,9, 10 R 3 02-Aug-24 06-Aug-24 A1540 ORLANDO SEG 10 REMOVE AND INSTALL 2" ARHM 1 02-Aug-24 02-Aug-24 A1600 ORLANDO SEG 9 REMOVE AND INSTALL 2" ARHM 1 05-Aug-24 05-Aug-24 A1610 LOMBARDY SEG 2&3 REMOVE AND INSTALL 2.5" ARHM 1 06-Aug-24 06-Aug-24 SMPR.11.3.3 STREET SEGMENTS 7,8,22 R 9 07-Aug-24 19-Aug-24 A1620 ORLANDO RD SEG 7 & 8 REMOVE 4" INSTALL 4" 5 07-Aug-24 13-Aug-24 A1630 OXFORD SEG 22 RD REMOVE 3.5" INSTALL 3.5" 4 14-Aug-24 19-Aug-24 SMPR.11.3.2 STREET SEGMENTS 15,13,6 R 3 20-Aug-24 22-Aug-24 A1550 ASHBOURNE SEG 15 REMOVE 2 INSTALL 2" ARHM 1 20-Aug-24 20-Aug-24 A1560 OLD MILL RD SEG 6 REMOVE 4 " INSTALL 2" HMA 1 21-Aug-24 21-Aug-24 A1570 URMSTROM PL SEG 13 REMOVE 4" INSTALL 2" HMA 1 21-Aug-24 21-Aug-24 A1580 OLD MILL RD SEG 6 INSTALL 2" ARHM 1 22-Aug-24 22-Aug-24 A1590 URMSTROM PL SEG 13 INSTALL 2" ARHM 1 22-Aug-24 22-Aug-24 SMPR.11.3.4 STREET SEGMENTS 4 & 14 R 2 23-Aug-24 26-Aug-24 A1645 MESA RD SEG 4 REMOVE 2.5" INSTALL 2.5" ARHM 1 23-Aug-24 23-Aug-24 A1650 ST ALBANS SEG 14 REMOVE 4" INSTALL 2" HMA 2 23-Aug-24 26-Aug-24 SMPR.11.3.5 STREET SEGMENTS 16,17,23 R 2 27-Aug-24 28-Aug-24 A1660 CANTEBURY RD SEG 16 REMOVE 2" INSTALL 3" 2 27-Aug-24 28-Aug-24 A1670 CHAUCER RD SEG 17 REMOVE 3.5" INSTALL 3.5" 2 27-Aug-24 28-Aug-24 A1680 RALEIGH DR SEG 23 REMOVE 5" INSTALL 5" 2 27-Aug-24 28-Aug-24 SMPR.11.3.6 STREET SEGMENTS 1 R 2 29-Aug-24 30-Aug-24
A1690 DEL MAR AVE SEG 1 REMOVE 4.5" INSTALL 4.5" 2 29-Aug-24 30-Aug-24 SMPR.11.3.7 STREET SEGMENTS 11,12,24,25,26 R 3 03-Sep-24 05-Sep-24 A1700 ROANOKE RD SEG 11 REMOVE 5.5" INSTALL 5.5" 2 03-Sep-24 04-Sep-24 A1710 ROANOKE RD SEG 12 REMOVE 4" INSTALL 4" 2 03-Sep-24 04-Sep-24 A1720 SHERWOOD RD SEG 24,25,26 REMOVE 2.5" INSTALL 2.5" 1 05-Sep-24 05-Sep-24 SMPR.11.8 STRIPING AND PUNCHLIST 1 25 06-Sep-24 10-Oct-24 A1490 LAYOUT AND STRIPING, CURB MARKINGS 15 06-Sep-24 26-Sep-24 A1530 PUNCHLIST 10 27-Sep-24 10-Oct-24
Jul Aug Sep Oct Nov Dec
2024
22-Oct-24, SMPR CITY OF SAN MARINO - STREET REHABILITATION PROGRAM 22-Oct-24, SMPR.3 ADMINSTRATION
22-Oct-24, SMPR.3.1 NTP CONTRACT MILESTONES
CONSTRUCTION NTP - PROPOSED CONTRACT DURATION 90 WORKING DAYS CONSTRUCTION START DATE NTP JUNE 17, 2024, 17-Jun-24*
17-Jun-24, SMPR.3.2 PREPARE/SUBMIT/REVIEW SUBMITTALS
CONSTRUCTION SCHEDULE, 17-Jun-24*
NOTIFICATION TO RESIDENTS, 17-Jun-24*
CONCRETE MIX DESIGNS, 17-Jun-24*
AC MIX DESIGNS, 17-Jun-24*
SIGNING, STRIPING AND CURB PAINTING, 17-Jun-24*
10-Oct-24, SMPR.11 CONSTRUCTION

MOBILIZATION
01-Aug-24, SMPR.11.2 CONCRETE IMPROVEMENTS

REMOVE AND REPLACE CURB AND GUTTER

REMOVE AND REPLACE CONCRETE DRIVEWAYS

REMOVE AND REPLACE CURB RAMPS AND CROSS GUTTER
05-Sep-24, SMPR.11.3 AC IMPROVEMENTS
06-Aug-24, SMPR.11.3.1 STREET SEGMENTS 2,3,9, 10
ORLANDO SEG 10 REMOVE AND INSTALL 2" ARHM
ORLANDO SEG 9 REMOVE AND INSTALL 2" ARHM
LOMBARDY SEG 2&3 REMOVE AND INSTALL 2.5" ARHM
19-Aug-24, SMPR.11.3.3 STREET SEGMENTS 7,8,22
ORLANDO RD SEG 7 & 8 REMOVE 4" INSTALL 4"
OXFORD SEG 22 RD REMOVE 3.5" INSTALL 3.5"
22-Aug-24, SMPR.11.3.2 STREET SEGMENTS 15,13,6
ASHBOURNE SEG 15 REMOVE 2 INSTALL 2" ARHM
OLD MILL RD SEG 6 REMOVE 4 " INSTALL 2" HMA
URMSTROM PL SEG 13 REMOVE 4" INSTALL 2" HMA
OLD MILL RD SEG 6 INSTALL 2" ARHM
URMSTROM PL SEG 13 INSTALL 2" ARHM
26-Aug-24, SMPR.11.3.4 STREET SEGMENTS 4 & 14
MESA RD SEG 4 REMOVE 2.5" INSTALL 2.5" ARHM
ST ALBANS SEG 14 REMOVE 4" INSTALL 2" HMA
28-Aug-24, SMPR.11.3.5 STREET SEGMENTS 16,17,23
CANTEBURY RD SEG 16 REMOVE 2" INSTALL 3"
CHAUCER RD SEG 17 REMOVE 3.5" INSTALL 3.5"
RALEIGH DR SEG 23 REMOVE 5" INSTALL 5"
30-Aug-24, SMPR.11.3.6 STREET SEGMENTS 1
DEL MAR AVE SEG 1 REMOVE 4.5" INSTALL 4.5"
05-Sep-24, SMPR.11.3.7 STREET SEGMENTS 11,12,24,25,26
ROANOKE RD SEG 11 REMOVE 5.5" INSTALL 5.5"
ROANOKE RD SEG 12 REMOVE 4" INSTALL 4"
SHERWOOD RD SEG 24,25,26 REMOVE 2.5" INSTALL 2.5"
10-Oct-24, SMPR.11.8 STRIPING AND PUNCHLIST

LAYOUT AND STRIPING, CURB MARKINGS

PUNCHLIST

CITY OF SAN MARINO STREET REHABILITATION PROGRAM
PROJECT NO 22/23-9271
Actual Level of Effort
Actual Work
Remaining Work
Critical Remaining Work
Milestone
summary

MANAGEMENT APPROACH
The team proposed on this project have over 25 years of experience in construction management and construction inspection. We have successfully utilized CM Agency delivery on a host of projects. Through this experience we have developed project management procedures that promote collaboration and teamwork, improve quality and maximize the value of the above project. Z&K’s past performance with Cities, Counties, and other agencies show our remarkable ability to control costs, guarantee great quality of work, and meet all project deadlines.

We understand the importance of Schedule Control and are known in the industry for assisting the contractor to cut the project schedule and to yield significant savings for our clients through reduction of overhead construction management and construction costs. The most significant saving is less inconvenience to the traveling public and less City exposure due to shortened construction duration. This will help extend excess project funds into other important projects.

Z&K Consultants, Inc. provides proven professional construction management techniques to ensure the safe construction of a quality project completed on time and within budget. Z&K accomplished this by establishing the systems, policies, and procedures necessary to ensure adequate project controls are in place. The Construction Manager must ensure all parties understand the basic responsibilities and interrelationships of all team member such as the Owner (both project management and operations), the Design Engineer, the Contractor, and the construction management team. Additionally, a good Construction Manager must have the knowledge and experience to effectively understand the interrelationships between the key management components of time, information, cost, and quality. Decision making, including obtaining sufficient information to make reasoned decisions, is the key element leading to a successful project. the project. The Z&K approach is founded on a thorough understanding of each of the management components critical to the project.

TIME MANAGEMENT | Time management uses scheduling to accurately manage and track the restrictive elements of time and resources throughout the project. The key to a successfully implemented and managed schedule is the development of an accurate, detailed, and realistic baseline schedule. Z&K will review the Contractor’s baseline schedule to ensure it is accurate and reasonable. Activity durations and logic ties will be examined for accuracy and constructability.

The schedule logic and activity durations will also be analyzed to ensure the Contractor does not use float suppression techniques. Schedule float is a valuable resource for the Owner and the Contractor.

Schedule implementation and administration is the next step in proper time management. The Contractor’s actual progress will be documented daily. The Z&K Team will review the progress with the Contractor at the weekly meetings. The Contractor’s three-week-look-ahead schedule will be compared with the work plan on the record schedule to ensure the Contractor continues to use the record schedule as a management tool. We will check the record schedule for activities with start dates that did not begin during the review period. This proactive approach flags potential delay issues for further discussion.

COST MANAGEMENT | Z&K will take the lead to ensure a cost management system is properly implemented and maintained. Z&K’s cost management role will be in two parts. The first is to track the value of the completed work to ensure accurate and detailed monthly progress billing by the contractor. Secondly, Z&K will proactively manage the change order process. The monthly progress billing may be tied to the construction schedule. A cost loaded critical path method (CPM) schedule is a valuable management tool. Each month, the Construction Inspector will review and approve the updated cost loaded CPM. Work activities and material deliveries will be assigned the correct completion percentage by the Contractor.

This will be reviewed by the Construction Inspector and discrepancies will be addressed.

If necessary, the Contractor will revise and resubmit the schedule of values. This process ensures the Owner is accurately billed for the completed work monthly. Changes in work and unforeseen conditions will be closely monitored. Any costs for changes will be managed by the Z&K construction management team. An ongoing log of potential change issues will be maintained. These issues will be discussed and updated at each weekly meeting.

FUNDING MANAGEMENT | Z&K will ensure that the City has all necessary information to comply with the funding requirements. Our team is experienced in complying with funding reporting and filing requirements. We pay close attention to these requirements and deadlines so that project funding remains unaffected and so that file audits are conducted quickly and efficiently. Our team is also experienced in ensuring that project documents show compliance with DBE reporting requirements, DBE goals, and/or good faith effort documented. Proper Project documentation is key in any audits.

QUALITY MANAGEMENT | Quality management is an inherent CM responsibility. Z&K is knowledgeable and capable in all aspects of quality management. Quality assurance is the application of systematic methods to verify the effective implementation of quality control procedures. Z&K will manage the quality of the project by taking the quality assurance lead role and implementing the Z&K quality assurance program, which allocates quality control responsibilities to the various project participants to ensure the constructed product conforms to the contract plans and specifications. This includes a detailed inspection plan, inspection procedures, and documentation procedures for all inspection and test reports. Z&K will review the Contractor’s quality control procedures to ensure adequacy. Quality control issues will be discussed at each weekly meeting. An ongoing deficiencies/corrective items list will be maintained, reviewed, and updated weekly.

Quality assurance includes quality of the constructed work as well as the quality of the Contractor’s document processes (such as the Contractor’s submittals and RFIs). In Z&K’s experience, lack of quality in the paperwork with items such as poor submittals and unanswered RFIs may lead to lack of quality in the constructed product. Deficiencies in submittal quality control by the Contractor often leads to incorrect or inferior equipment and materials being installed. Z&K will be proactive with the Contractor to ensure the quality of their submittals. Likewise, lax procedures for the processing of RFIs may lead to misunderstandings and delays.

Z&K will take a proactive approach with the Contractor and the Design Engineer to ensure the quality of the RFI process is maintained. Finally, Z&K regularly performs internal audits of its field operations to ensure the proper implementation of procedures for Z&K’s quality assurance program.

INFORMATION MANAGEMENT | Proper information flow is crucial to the success of a project. A construction project generates a large amount of information, which must be distributed to all parties on a timely basis. The source of this information will cover the full spectrum including contracts, meeting minutes, drawings and specifications, submittals, requests for information (RFIs), pay requests, invoices, inspection reports, and so forth. Z&K, as CM, will act as the hub for the management of all information flow. Z&K has extensive experience providing document management solutions for its clients. Z&K’s approach to information management also includes building a communication framework to continually foster partnering and teamwork relationships for all the project stakeholders. Z&K builds this framework from the start of the project with an all-inclusive kick-off meeting where the lines of communication and project responsibilities will be clearly explained to all the project stakeholders.

The emphasis on project communication continues throughout the project with the weekly construction meetings. At each weekly meeting, all ongoing issues will be reviewed and discussed. All project stakeholders will be invited to the meetings.

An agenda of meeting topics will be distributed in advance and include items such as safety, old business, updated progress of the work, RFIs, submittals, testing and inspection reports, non-conformance notices, environmental monitoring, change orders, three-week-look-ahead schedule, pay requests, and so forth. Unresolved issues will be carried over to the next week’s meeting until a final resolution is obtained.

CODES & PROCEDURES MANAGEMENT | Z&K has a strong knowledge of the City, County, State, and Federal codes and procedures that are required to deliver a successful project. Z&K will ensure that all codes and procedures are properly followed for the City’s Project.

Some of the requirements are as follows:
o Project Construction Documents
o City Standards and Design Manuals
o California Building Code
o California Plumbing Code
o California Mechanical Code
o California Electrical Code
o California Building Energy Efficiency Standards
o Title 24, Part 2, 2.5, 3, 4, 5, 6, 11
o California Fire Code
o California Residential Code
o California Green Building Code
o California Disabled Regulations
o City Codes & Ordinances
o City Grading Code & Manual
o APWA “Greenbook” Standard Specifications for
Public Works Construction
o Caltrans Standards, Specifications, and
Procedures
o Caltrans Construction Manual
o Caltrans Safety Manual
o OSHA Construction Safety
Orders
o 10/30-hr OSHA Training
Certification
o Local Assistance Procedures
Manual (LAPM)
o State and Federal Building Codes (Site
Accessibility)
o County Procedures and Guidelines
o Work Area Traffic Control Handbook (WATCH)
Manual
o Manual of Uniform Traffic Control Devices
(MUTCD)
o Project Safety Plan (PSP)
o Site Health and Safety Plan
o Activity Hazard Analysis (AHA)

SCOPE OF SERVICES
Our Team’s relevant experience allows them to provide overall administration of the construction process based on their unique ability to fully understand the construction process, work proactively to identify problems early, and to mitigate each risk before it affects the project performance goals. Z&K has thoroughly reviewed the RFP; we confirmed our team will provide all scope of work tasks as outlined in the RFP scope of services. The Z&K Team will provide excellent Construction Inspection, services for the City of San Marino’s Street Rehabilitation Program. Z&K acknowledges our ability to meet the contract requirements for the work listed under the scope of services, along with any additional services that the City should require. The Z&K Team, at a minimum, will perform the following:

PRE-CONSTRUCTION PHASE
Preconstruction Conference | Z&K will schedule, coordinate, and conduct a pre-construction conference with the City, affected agencies, and the Contractor, as well as the design engineer, utilities and other agencies. An agenda will be prepared in advance to notify attendees of key items for discussion. At the pre-construction conference, we will discuss special contract and/or concerns, and establish the protocol to be used throughout the project. The meeting will highlight the contractor’s responsibility for items such as order of work, permit and environmental agreements, safety and access, progress pay requests, labor compliance, submittals, RFIs, CCOs, quality control, materials certification, schedule updates, and weekly meetings. Z&K will review the baseline schedule and verify that it meets all the required information prior to issuing the Notice to Proceed to the Contractor. Z&K will prepare and promptly distribute meeting minutes to all attendees.

Z&K has carefully selected this "A-Team" of and committed our most qualified staff for the duration of the contract to deliver a successful project. All assigned Z&K Inspectors and Construction Managers are committed to provide their services at all times required by the contract. Our proposed personnel have successfully provided construction management and inspection for a variety of projects. The Z&K Inspectors are on site daily to observe construction operations and materials and compare them with the project plans and specifications.

CONSTRUCTION PHASE
Construction Inspection Services | Z&K Inspectors have experience providing inspection services for numerous capital improvement projects, including storm drain and pipeline relocations, street improvements, traffic signal improvements, roadway widenings, striping, traffic control, and utility protection, and are well aware of how important project quality control is to the overall success of a project. Throughout each project, the inspectors will review contract documents, plans, and permits. Inspectors will monitor and enforce construction noticing requirements. The Z&K Inspectors will use their expertise to provide field conflict resolutions. The Inspectors’ primary duties will be to inspect and verify all work in place meets the requirements of the contract plans and specifications, traffic control plans, shop drawings, change orders, and O&M manuals as well as maintenance of project documentation. In addition to the construction activities, the project team must also review and enforce the requirements stipulated in the permits issued by regulatory and environmental agencies. Our team has extensive experience with working with the State Department of Fish and Wildlife, Department of Water Resources, and other state and federal agencies that may have input on the project.

Z&K Inspectors have the knowledge, skill, and experience to inspect all the anticipated construction operations that this contract may require. Inspectors will verify that all work in place meets the requirements of the contract plans and specifications, traffic control plans, shop drawings, change orders, and O&M manuals as well as maintenance of project documentation. Z&K will verify that all work conforms with the requirements and identify any issues of non-compliance with the applicable codes. Inspectors will meet with the project design team and City staff to work out any issues and resolve them quickly and efficiently. Z&K proposed staff will complete daily reports, including equipment, crews/personnel, and photos (before, during and after construction). The Construction Manager will review the inspectors’ daily reports and provide copies to the City upon project completion.

Z&K will review the contractor’s work for compliance with contract and environmental documents. Z&K will perform labor compliance tasks as needed, including verifying certified payroll reports, DBE utilization, subcontractor utilization, and labor interviews. Z&K will review the contractor’s submittals for compliance with contract documents. Z&K will review the contractor’s RFIs and either provide information from contract documents or route the request to the Engineer for resolution.

Z&K will review the contractor’s pay requests and recommendations to the City as to the acceptability of the requests.

Schedule Control | The Z&K Team will review and monitor the Contractor’s schedule and evaluate work in progress each week. All findings that may require enforcement or corrective actions will be reported to the City for consideration. These weekly work in progress status updates will be reflected in the master project schedule. Z&K will regularly update this schedule to reflect construction progress and provide updates on anticipated closure, detours, etc. The Team will also provide updates to the City on any other pertinent project information affecting the construction schedule. This update will show current conditions and revisions required by actual progress.

Daily Documentation | The Z&K proposed staff will complete and maintain field file bound workbooks including daily, weekly, and monthly reports logging any working day reports, change order documentation, equipment on site, crews/personnel, and photographs (before, during and after construction). A monthly Construction Manager progress report will include an overview of work accomplished during the previous month, an overview of work to be accomplished the following month, an updated schedule (based on the Contractor’s schedule of values), a list of problem areas, if any, and proposed corrective actions, and a bar graph comparing the monthly and cumulative invoiced amounts with the total authorized CM budget. These reports will be submitted via email and/or hardcopy.

Utility Coordination | The Z&K Team will provide ongoing coordination with public utilities to resolve any questions or conflicts, and to avoid any potential delays or additional costs to the project. Any conflicts with utilities will be reported to the utility company and Z&K will work to coordinate the relocation or removal of the utility. The resolution will be reported to the City. Our team will ensure that the Contractor is aware of all existing underground utilities by ensuring that Dig Alert tickets are current and up to date prior to excavation. We will keep track of hazardous and non-hazardous and conflicting utilities during our progress meetings. Additionally, we will communicate with utilities early since various utilities may need to be adjusted by the Owner and require utility coordination.

Communication | Z&K will establish coordination and a line of communication to be used among participants throughout the project. Our Construction Manager, Zack Faqih, PE will serve as the City’s representative in charge of project communication and coordination with Z&K, City staff, the design engineer, and the contractor throughout the construction phase. Z&K will document all necessary communications throughout the project and will ensure that all questions and inquiries are fulfilled in a timely manner. The emphasis on project communication continues throughout the project with the weekly construction meetings. At each weekly meeting, all ongoing issues will be reviewed and discussed. All project stakeholders will be invited to the weekly meeting. An agenda of meeting topics will be distributed in advance and include items such as safety, old business, updated progress of the work, request for information (RFIs), submittals, testing and inspection reports, non-conformance notices, contract issues, procedures, environmental monitoring, change orders (COs), look-ahead schedule for upcoming work, pay requests, and so forth. Unresolved issues will be carried over to the next week’s meeting until a final resolution is obtained. Z&K will prepare and promptly distribute meeting minutes.

Constructability Review | The Z&K Team is aware that prompt constructability reviews and implementation of value engineering methods allow for cost and schedule savings. Upon notice-to-proceed (NTP), the Z&K Team will conduct a thorough constructability review that will focus on anticipating issues in the field and resolve them through fast and flexible problem solving. This approach will result in timely completion of the work, claims avoidance, and the reduction of public inconvenience. The Z&K Team will maintain a master project schedule to include all completed and scheduled work. Z&K will provide updates on anticipated closure, detours, etc. The Team will also provide updates to the City on construction progress and any other pertinent project information.

Public Outreach | Z&K will assist the City in providing concierge-level services to impacted residents as it relates to their access into and out of their property, noise, dust, and general disruption to the neighborhood. Z&K will form and maintain good relations with residents and businesses in surrounding neighborhood by providing community outreach and a contact person to manage public relations for the duration of the project. At a minimum, the Z&K team will establish and manage a construction 24-hour hotline (toll free number), website, and email address for project stakeholders, property owners, interested parties, and the public to call with construction issues and concerns. All calls and public complaints will be documented and investigated, and a monthly report will be provided to the City.

Permitting Requirements | Throughout the project, the inspectors will review all required federal and state forms, permitting requirements, agency requirements, local regulations, and any other contract documents or plans to ensure the project’s compliance. Inspectors will monitor and enforce construction noticing requirements. The Inspectors’ primary duties will be to inspect and verify all work in place meets the requirements of the contract plans and specifications, traffic control plans, shop drawings, change orders, and O&M manuals as well as maintenance of project documentation. In addition to the construction activities, the project team must also review and enforce the requirements stipulated in the permits issued by any regulatory and environmental agencies involved in the project. Our team has extensive experience with working with the State Department of Fish and Wildlife, Department of Water Resources, and other state and federal agencies that may have input on the project.

Critical Path Method Schedule | The Team will review the Contractor’s critical path method schedule to monitor the project progress, define the critical path tasks, and provide, on a monthly basis, an update of accomplishments and projected project schedule goals for the following month. We will check the schedule for activities with start dates that did not begin during the review period. This proactive approach flags potential delay issues for further discussion. The Z&K Team has extensive experience in dealing with changes from unforeseen conditions, owner-initiated changes, and other types of delays. The Contractor will be required to submit a time impact analysis for any issue with the potential to delay the overall progress of the work. Z&K will mitigate the delay as the first course of action Weekly Progress Meetings | Z&K will schedule, coordinate, and conduct weekly construction meetings with City representatives, contractors, and other agencies related to the project. At each weekly meeting, all ongoing issues will be reviewed and discussed. All project stakeholders will be invited to the weekly meeting. An agenda of meeting topics will be distributed in advance and include items such as safety, old business, updated progress of the work, request for information (RFIs), submittals, testing and inspection reports, non-conformance notices, contract issues, procedures, environmental monitoring, change orders (COs), look-ahead schedule for upcoming work, pay requests, and so forth. Unresolved issues will be carried over to the next week’s meeting until a final resolution is obtained. Z&K will prepare and promptly distribute meeting minutes to all attendees.

Safety Compliance | Z&K Consultants take extreme pride for being a very safety conscious organization implementing a safe environment both in our offices and on our project sites. We monitor the Contractor and their subcontractors for safety compliance for meeting local, state, and federal safety requirements. We also ensure the trades and the Contractor are always safety conscious in everything they do in the Project. Z&K will review the Contractor’s compliance with workplace safety and health standards and notify the City of non-compliance. The Z&K Team is knowledgeable with the Caltrans Safety Manual and the Cal/OSHA Construction Safety Orders. The Inspectors will attend the Contractor’s Safety Meetings and promote safety throughout the life of our contract. Z&K will review, monitor, document and enforce contractor safety procedures for compliance with all safety laws and regulations. If any safety violations occur, Z&K will take immediate action to correct the issue and report any incidents to the City. All Z&K staff will observe construction safety, public safety and convenience. Z&K Inspection staff is knowledgeable with the Caltrans Safety Manual and the OSHA Construction Safety Orders.

Progress Payments | The Z&K staff bring a detailed understanding of the City processes for administering Contractor progress payments per the City’s standards & procedures. We will work closely under the direction of the City and with the contractor to verify that the contractor’s payments are processed, provide recommendations, and ensure they are executed promptly by the contract documents and City’s procedures. Z&K will reconcile the work done with the pay requests. Z&K will work with the Contractor on required corrections to the pay requests and ensure that they are in the format and forms required by the City. The pay requests will be submitted to the City with a statement that they have been reviewed. Z&K will keep accounts of all pay requests including amounts retained, dates submitted, dates paid, actual payments, changes in contract amounts, and any other pertinent information.

Document Control | Quality assurance includes quality of the constructed work as well as the quality of the Contractor’s document processes (such as the Contractor’s submittals and RFIs). In Z&K’s experience, lack of quality in the paperwork with items such as poor submittals and unanswered RFIs may lead to lack of quality in the constructed product. Deficiencies in submittal quality control by the Contractor often leads to incorrect or inferior equipment and materials being installed. Z&K will be proactive with the Contractor to ensure the quality of their submittals. Likewise, lax procedures for the processing of RFIs may lead to misunderstandings and delays. The Z&K CM will take a proactive approach with the Contractor and the Design Engineer to ensure the quality of the RFI process is maintained. Finally, Z&K regularly performs internal audits of its field operations to ensure the proper implementation of procedures for Z&K’s quality assurance program.

Z&K will ensure that the City complies with federal and state reporting requirements. Our team is experienced in complying with both state and federal grant reporting and filing requirements. We pay close attention to these requirements and deadlines so that project funding remains unaffected and so that file audits are conducted quickly and efficiently. Our team is also experienced in ensuring that project documents show compliance with DBE reporting requirements, DBE goals, and/or good faith effort documented. Z&K is extremely familiar with Federal-Aid implementation and the Caltrans’ Local Assistance Procedures. Proper Project documentation is key in audits conducted by the Federal Highway Administration (FHWA) and Caltrans.

Our Inspectors know that a complete record of the project must include a full set of all contract drawings, addenda, specifications, change orders, logs, submittals, and RFI’s. Filing will include correspondence with all stakeholders and permit agencies, reports (daily, weekly, monthly) showing all day-to-day operations, the contractor's workforce, and equipment. In addition to the materials on hand, materials testing reports and sampling, copies of all permits, SWPPP plan, all reports, updates, and all other contract documents related to the construction of the project will be documented. Our internal QA/QC process is simple and does not require additional time demands of the City. Routinely, our Construction Manager or Inspectors will conduct independent reviews of the project records for their adherence to the required policies and procedures. Z&K will coordinate preparation of the as-built plans with the Design Engineer.

CLOSE-OUT PHASE
Our Construction Manager will take a proactive approach at processing close-out documentation by preparing a final punch list of items, which typically include guarantees/warranties, subcontractor liens, retention, and final acceptance/certificates of completion, orderly transfer of key records and documents, resolution of outstanding issues, final payment preparation and processing along with final acceptance or record drawings. Z&K will verify the completion of the final punch list when the contractor has certified and demonstrated the work is substantially complete. Upon completion of the project and all items on the final punch-list (including all warranties, guarantees, and operation and maintenance manuals, in addition to subcontractor liens, retention, and final acceptance/certificates of completion), Z&K will provide the City with both hard and electronic copies of project documentation. Z&K will conduct a final inspection and walk-through including City staff, Contractor, maintenance/service personnel, and project architect/design consultant.

Upon completion of the project and following the final inspection and walkthrough, Z&K will provide the City with both hard and electronic copies of project documentation, including a report stating that the installation of all improvements required by the project have been completed in accordance with the plans and specifications. Z&K will calculate the amount of final payment due to the prime Contractor and prepare the proposed final estimate. Z&K will also review and process the release of retention. Z&K will obtain evidence of certification of the release of all liens and stop notices. Z&K will obtain certification of delivery of record drawings to the City and design engineer. Z&K will advise the City when the Notice of Completion (NOC) should be filed.

Z&K will also provide the City with necessary data needed for acceptance of the project, such as release of retention, certification of release of all liens and stop notices, certification of delivery of record drawings.

Z&K will conduct a final inspection and walk-through including City staff, Contractor, maintenance/service personnel, and project architect/design consultant, and applicable agencies. Z&K will calculate the amount of final payment due to the prime Contractor and prepare the proposed final estimate. Z&K will also review and process the release of retention. Z&K will obtain evidence of certification of the release of all liens and stop notices. Z&K will obtain certification of delivery of record drawings to the City and design engineer. Z&K will advise the City when the Notice of Completion (NOC) should be filed.

Z&K will prepare the final punch list when the contractor has certified and demonstrated the work is substantially complete

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Exhibit B
Fee Schedule
See next page
Z&K Consultants, Inc. | www.zandkconsultants.com | 951.310.7470

NOT-TO-EXCEED FEE SCHEDULE
The fee proposal is based on a not-to-exceed fee for a construction period of 90 Working Days. This is based on the following assumptions:
• Senior Construction Manager - 15 hours a week (3 hours a day) • Senior Construction Inspector - 40 hours a week (8 hours a day) • Project Manager – 12.5 hours a week (2.5 hours a day) • Labor Compliance Officer – 3 hours a week (0.6 hours a day) Z&K Consultants, Inc. is flexible to redistribute or revise these hours per the City’s preference.

Our proposed and fully committed team is fully capable and exceptionally qualified. They have held many leadership roles and supervisory management positions in many local agencies including the private and public sectors. All can multi-task, are multi-disciplined, and have a full understanding of all aspects of the proposed project requirements.

PRICING PROPOSAL: REQUEST FOR QUALIFICATIONS/REQUEST FOR PROPOSALS FOR

PROJECT MANAGEMENT/CONSTRUCTION INSPECTION SERVICES FOR THE STREET REHABILITATION PROGRAM Task/ Classification
Senior
Construction
Manager
(Hrs)
Senior
Construction
Inspector
(Hrs)
Project Manager
(Hrs)
Labor
Compliance
Officer
(Hrs)
Material
Testing
Services
(Converse)
Total Cost
Hourly Rate $165.00 $156.00 $144.00 $132.00 -
Pre-Construction Phase 16 16 24 4 - $9,120.00
Construction Phase 270 720 225 - $28,770 $218,040.00
Close-out Phase 16 24 24 4 - $10,368.00
Labor Compliance - - - 54 - $7,128.00
TOTAL HOURS 302 760 273 62 - -
TOTAL COST $49,830.00 $118,560.00 $39,312.00 $8,184.00 $28,770.00 $244,656.00