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PW SMART Andersen Drive Engineering ServicesAGREEMENT FOR PROFESSIONAL SERVICES FOR ENGINEERING CONSULTING SERVICSES This Agreement is made and entered into this day of /-/a y , 20/6 , by and between the CITY OF SAN IZAFAEL (hereinafter "CITY"), and NADER MANSOURIAN, an individual (hereinafter "CONSULTANT"). RECITALS WHEREAS, CONSULTANT is an experienced engineer and former Public Works Director for CITY; and WHEREAS, through his past work with CITY, CONSULTANT has extensisve background and understanding of the Sonoma Marin Area Rail Transit ("SMART") passenger train service that will soon be serving the Counties of Sonoma and Marin, including stations in CITY; and WHEREAS, CITY has been required to undertake numerous public works projects to enable SMART train to operate as designed within CITY's jurisdiction, including planning for an at -grade rail crossing at Andersen Drive; and WHEREAS, CITY has an immediate need for consulting services in connection with CITY's upcoming application to the California Public Utilities Commission ("CPUC") for approval of CITY's design for the at -grade rail crossing at Andersen Drive; and WHEREAS, CONSULTANT has the knowledge and skills necessary to provide the consulting services needed by CITY; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The Interim Pubilc Works Director is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONSULTANT'S Project Director. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Nader Mansourian is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONSULTANT shall perform the duties and/or provide services as shown in Exhibit A. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and provide CONSULTANT with staff assistance and access to all CITY files and information necessary for CONSULTANT to perform the services required under this Agreement. 4. COMPENSATION. For the full performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT at the rate of $150 per hour, plus necessary out-of-pocket expenses for which CONSULTANT submits substantiating documentation, in a total amount not to exceed Seventy Five Thousand Dollars ($75,000) Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. 5. TERM OF AGRIIEMENT. The term of this Agreement shall commence as fo the date first hereinabove written and shall run through June 30, 2017. Upon mutual agreement of the parties, and subject to the approval in writing of the City Manager, the term of this Agreement may be extended on the same terms for two additional periods of up to six (6) months. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under tliis Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the tern of this Agreement, CONSULTANT shall maintain, at no expense to CITY, an automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. B. CONSULTANT hereby acknowledges the he does not employ any person to perform the services provided under this Agreement. If at any point during the term of this Agreement, CONSULTANT does so employ any person, CONSULTANT shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONSULTANT and CITY against all liability for injuries to CONSULTANT's officers and employees. CONSULTANT's worker's compensation insurance shall be specifically endorsed to waive any right of subrogtion against CITY. C.. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER or CITY's City Attorney Certificates of Insurance evidencing the insurance coverage required in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waivr of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. As partial consideration for CONSULTANT's services under this Agreement, CITY shall, for all services provided by CONSULTANT pursuant to this Agreement, defend and indemnify CONSULTANT in the manner and to the extent provided for defense and 3 indemnification of public employees by a public employer pursuant to Government Code sections 825 825.2, and 995 -996.6. This term shall survive the expiration of this Agreement. 12. NONDISCRIMINATION. CONSULTANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations tinder this Agreement. CONSULTANT shall perforin all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terns and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONSULTANT's Project Director: Kevin McGowan, Interim Director of Public Works City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Nader Mansourian 537 Montecillo Road San Rafael, CA 94903 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, and notwithstanding any other provision of this Agreement. CONSULTANT shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULTANT and CITY expressly intend and agree that the status of CONSULTANT shall be that of an Independent Contractor and not that of and employee of CITY. 17. ENTIRI AGR]?EMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULTANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terins and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any terns, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 5 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Intemal Revenue Service Forin W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICA13LE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL JI SC TZ, City Mai a er ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, C"ity Attorney CONTRACTOR BY", Name: I- �--VW Title: �Gj�Sv�7Iwr Nader Mansourian fan Andersen Drive At -Grade Crossing Project Mmagement Proposal April 25, 2016 Mr. Kevin McGowan Assistant Public Works Director/City Engineer City of San Rafael 111 Morphew Street San Rafael, CA 94901 Subject: Andersen Drive At —Grade Crossing Project Dear Kevin, At your request I have prepared a scope of services to assist the Department of Public Works to manage the Andersen Drive at grade crossing design and CPUC process project. This proposal was prepared with the understanding that SMART has obtained funding approval to extend its operations from Downtown San Rafael to Larkspur. In 1997 the City of San Rafael constructed the Andersen Drive extension and removed the railroad tracks and paved over them north of Francisco Boulevard West. This was approved per 1997 CPUC Decision 97-07-055 (July 16, 1997) Condition 2 is as follow: '2 This authorization to blockade the tracks shall expire upon the scheduling of regular train service over the tracks, which intersect Andersen Drive. Upon such expiration of authority, the City shall take all actions necessary to ensure the unimpeded use of the intersection by the rail service, absent further order of the Commission. " The City is required to obtain CPUC at grade crossing approval once the SMART train operation is scheduled. As City Traffic Engineer and Public Works Director prior to my retirement in March 2015 several steps were taken to address the crossing issue. It included seven conceptual design alternatives, traffic operations analysis, technical discussions with CPUC and SMART staff, technology development with the City's traffic signal system manufacturer and its experts and estimated budget. Project Scope of services 1. Manage the project design team (staff, Kimley Horn Associates, Econolite Control Products and others) for compliance with CPUC and SMART technical and timeline requirements The project also need to comply with City Council resolutions #14065 and #14065 adopted on February 1, 2016 (Adopted Mitigated Negative Declaration and Design Alternative 6) 2. Meet with City staff to resolve project challenges 3. Act as the City's liaison with the CPUC and SMART for the project 4. Seek direction from the City on significant issues developed 5. Review 75% design plans with CPUC and SMART staff 6. Review 90% design plans with CPUC and SMART staff prior to application submittal 7. Assist the City staff to prepare CPUC application submittal 8. Assist the City and its design team to prepare technical reports and responses to CPUC 9. Assist the City to prepare final at grade crossing application and testify at CPUC hearing 10. Provide letter Progress reports Budget and Timeline I estimate the project management, meetings, coordination, assisting city staff with CPUC process and progress reports will take at least 500 hours. My hourly rate is $150.00. I suggest an initial contract budget of $75,000 and a two-year contract term. This is due to coordination with several government entities that each has their own process and timeline. In case the City wishes to extend the contract, scope of services and budget I will be glad to work with you to on the terms and conditions. Please let me know if you have any question. Sincerely Yours Nader Mansourian 2 Auto Insurance Declaration Page Policy Number: 19466-39-93 Effective: 6/10/2016 12:01 AM Expiration: 12/10/2016 12:01 AM Named Insured(s): Nader Mansourian 537 Montecillo Rd San Rafael, CA 94903-3222 Underwritten By: Farmers Insurance Exchange 6301 Owensmouth Ave. Woodland Hills, CA91367 Household Drivers Name Nader Mansourian Vehicle Information FARMERS INSURANCE Premiums/Fees ..................................................... Policy Premium $1,024.10 Fees (*also see Information on Additional $1.76 Fees below) 00- Policy Premium and Fees This is nota bill. Your bill with the amount due will be mailed separately. Driver Status Name Covered Roya Nadji $1,025.86 Driver Status Covered Veh. # Year/Make/Model/VIN Coverage Deductible Limit 1 2007 Mercedes Benz M Class 4D 4X4 M1500 Comprehensive: $500 4jGBB75E07A232808 Collision: $500 2 2007 Bmw 75014D 2Wd Comprehensive: $500 WBAHL83537DT09557 Collision: $500 Coverage Information farmers.com Policy No. 19466-39-93 Questions? Call your agent Ryan Reyes at (415) t 830-9911 or email ° rreyes 1 @farmersagent.com 56-6176 Ist Edition 4-15 4/14/2016 Manage your account: Go to www.farmers.com to access your account any time! Page 1 of 3 Limits .- .- Premiums by Vehicle Coverage _ — (alicable to all vehicles) --� -- -- -- - — Vehicle I - -- _ -- -- -- Vehicle 2 - Bodily Injury Liability $500,000 each person $139.30 $122.90 $1,000,000 each accident Property Damage Liability $100,000 each accident Included Included Medical Coverage $5,000 each person $15.70 $14.90 Uninsured Motorist Bodily $500,000 each person $42.30 $43.30 Injury $1,000,000 each accident Comprehensive $37.60 $64.00 Collision $146.00 $230.00 Additional Equipment $1,000 Included Included Uninsured Motorist Property See Endorsement CA050, $2.90 $3.00 Damage With Collision coverage C-2 Towing and Road Service $12.50 $12.50 farmers.com Policy No. 19466-39-93 Questions? Call your agent Ryan Reyes at (415) t 830-9911 or email ° rreyes 1 @farmersagent.com 56-6176 Ist Edition 4-15 4/14/2016 Manage your account: Go to www.farmers.com to access your account any time! Page 1 of 3 Auto Insurance Declaration Page Policy Number: 19466-39-93 Effective: 12/ 10/2015 12:01 AM Expiration: 6/10/201612:01 AM Named Insured(s): Nader Mansourian 537 Montecillo Rd San Rafael, CA 94903-3222 Underwritten By: Farmers Insurance Exchange 6301 OWenSmoLlth Ave. Woodland Hills, CA91367 Household Drivers Name Driver Status Nader Mansourian Covered Vehicle Information Veh. # Year/Make/Model/VIN 1 2007 Mercedes Benz M Class 4D 4X4 M1500 4]G B B 75 E07A232808 2 2007 Bmw 75014D 2Wd WBAHLB3537DT09557 Coverage Information Limits Coverage (applicable to all vehicles) Bodily injury Liability $500,000 each person Included $1,000,000 each accident Property Damage Liability $100,000 each accident Medical Coverage $5 000 each Iverson Uninsured Motonst Bodily $5-)0,000 each person Injury $1,000,000 each acLident Comprehensive Collision Additional Egtriprnent Uninsured Motorist Property See Endorsement CA050, Damage With Collision coverage C-2 4)k FARMERS INSURANCE Premiums/Fees Policy Premium $1,024.10 Fees ('also see Information on Additional $1.76 Fees below) W- Policy Premium and Fees $1,025.86 This is nota bill. Yuur bill with the amount due will be mailed separately Name Driver Status Roya Nadji Covered Coverage Deductible Limit Comprehensive: $500 Collision: $500 Additional Equipment: $1,000 Comprehensive: $500 Collision: $500 Additional Equipment: $1,000 Premiums by Vehicle Vehicle 1 Vehicle 2 $139.30 $122.90 Included Included $15.70 $1490 $42.30 $4330 $37.60 $64.00 $146.00 $230.00 Included Included $2.90 $3.00 farmers.com Policy No. 19466-39-93 Questions? Manage your account: NIR�1; Call your agent Ryan Reyes dt(415) Go to www.farmers.com to access 830-9911 or email your account any time! rreyes I@farrnersagent.com Nader Mansourian Andersen Drive At -Grade Crossing Project Management Proposal April 25, 2016 Mr. Kevin McGowan Assistant Public Works Director/City Engineer City of San Rafael 111 Morphew Street San Rafael, CA 94901 Subject: Andersen Drive At —Grade Crossing Project Dear Kevin, At your request I have prepared a scope of services to assist the Department of Public Works to manage the Andersen Drive at grade crossing design and CPUC process project. This proposal was prepared with the understanding that SMART has obtained funding approval to extend its operations from Downtown San Rafael to Larkspur. In 1997 the City of San Rafael constructed the Andersen Drive extension and removed the railroad tracks and paved over them north of Francisco Boulevard West. This was approved per 1997 CPUC Decision 97-07-055 (July 16, 1997) Condition 2 is as follow: . This authorization to blockade the tracks shall expire upon the scheduling of regular train service over the tracks, which intersect Andersen Drive. Upon such expiration of authority, the City shall take all actions necessary to ensure the unimpeded use of the intersection by the rail service, absent further order of the Commission. " The City is required to obtain CPUC at grade crossing approval once the SMART train operation is scheduled. As City Traffic Engineer and Public Works Director prior to my retirement in March 2015 several steps were taken to address the crossing issue. It included seven conceptual design alternatives, traffic operations analysis, technical discussions with CPUC and SMART staff, technology development with the City's traffic signal system manufacturer and its experts and estimated budget. 1 Project Scope of services 1. Manage the project design team (staff, Kimley Horn Associates, Econolite Control Products and others) for compliance with CPUC and SMART technical and timeline requirements. The project also need to comply with City Council resolutions #14065 and #14065 adopted on February 1, 2016 (Adopted Mitigated Negative Declaration and Design Alternative 6) 2. Meet with City staff to resolve project challenges 3. Act as the City's liaison with the CPUC and SMART for the project 4. Seek direction from the City on significant issues developed 5. Review 75% design plans with CPUC and SMART staff 6. Review 90% design plans with CPUC and SMART staff prior to application submittal 7. Assist the City staff to prepare CPUC application submittal 8. Assist the City and its design team to prepare technical reports and responses to CPUC 9. Assist the City to prepare final at grade crossing application and testify at CPUC hearing 10. Provide letter Progress reports Budget and Timeline I estimate the project management, meetings, coordination, assisting city staff with CPUC process and progress reports will take at least 500 hours. My hourly rate is $150.00. I suggest an initial contract budget of $75,000 and a two-year contract term. This is due to coordination with several government entities that each has their own process and timeline. In case the City wishes to extend the contract, scope of services and budget I will be glad to work with you to on the terms and conditions. Please let me know if you have any question. Sincerely Yours Nader Mansourian 2