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PW Fehr and Peers Freitas-Las Gallinas ImprovAGREEMENT FOR PROFESSIONAL SERVICES WITH FEHR & PEERS FOR TRAFFIC ENGINEERING SERVICES ASSOCIATED WITH THE MANUEL T. FREITAS PARKWAY AND LAS GALLINAS AVENUE INTERSECTION IMPROVEMENT PROJECT This Agreement is made and entered into this 1,... day of M 0.. vc,'.t.. ,2018, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and FEHR & PEERS, a corporation authorized to do business in California (hereinafter "CONSULTANT"). RECITALS WHEREAS, in connection with the installation of new traffic signal equipment at the intersection of Freitas Parkway and Las GaIIinas Avenue, the CITY has determined that professional engineering design services are required in connection with developing and implementing traffic signal timing sheets associated with the Freitas Parkway and Las Gallinas Avenue Intersection Improvements Project; and WHEREAS, the CONSULTANT has agreed to render such services; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The Director of Public Works 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. Josh Petennan 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 CONSULTANT. CONSULTANT shall perform the duties and/or provide the services described in CONSULTANT'S letter dated December 21, 2017, marked as Exhibit "A," attached hereto, and incorporated herein. 3. DUTIES OF CITY. CITY shall compensate CONSULTANT as provided in Paragraph 4, and shall provide assistance and site access to CONSULTANT as described in Exhibit "A" attached hereto and incorporated herein. 4. COMPENSATION. For the full performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT on a time and materials basis for services rendered in accordance with the hourly billing rates shown in the "Detailed Budget" dated December 21, 2017, included in Exhibit" A" attached and incorporated herein, in an amount not to exceed $8,600.00. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. 5. TERM OF AGREEMENT. The term of this Agreement shall commence upon the date of execution of this Agreement and end on June 1, 2018 when the work shall have been completed, unless the parties agree to extend this Agreement for another 90 days, as approved in writing by City Manager. 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 tennination, 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 CONSULT ANT 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. CONSULTANT shall not 2 be liable or responsible for any use, reuse, or modification of, or derivation from, any part of said property, or copies thereof, made without Consultant's written consent, other than for the purposes contemplated by Consultant's scope of work in 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 this 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 term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: I. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per OCClln'ence /two million dollars ($2,000.000) aggregate. for death, bodily injury, personal injury, or property damage. 2. 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. To the extent CONSULTANT does not own a vehicle, the related provision is waived. 3. If any licensed professional peliorms any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per claim/two million dollars ($2,000,000) aggregate. to cover any claims arising out of the CONSUL T ANT's performance of services under this Agreement. Where CONSULT ANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section . 4. If it employs any person, CONSULTANTshall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($ I ,000,000) per accident for bodily injury or disease. 3 CONSULTANT's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) under the policies .. 2. The additional insured coverage under CONSULTANT'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONSULTANT'S policies shall be at least as broad as ISO fonn CG20 01 04 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury . 4. By execution of this Agreement, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Fonn, then, following tennination of this Agreement, said insurance coverage shall survive for a period of not less than five years . 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement 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 also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured . 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthennore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. 4 C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment oflosses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONSULTANT shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth 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 waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. I I . INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to reasonable attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONSULTANT'S perfonnance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSULTANT's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT'S perfonnance of or operations under this Agreement, CONSULTANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. 5 B. Where the services to be provided by CONSULTANT under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 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 perfonnance 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 perfonnance of its duties and obligations under this Agreement. CONSULTANT shall perform 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 applicable 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 terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or pennitted 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. 6 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: 16 . INDEPENDENT CONTRACTOR. Bill Guerin Director of Public Works City of San Rafael 1 1 1 Morphew Street San Rafael, CA 94901 Josh Petennan Fehr & Peers 332 Pine Street, 4t11 Floor San Francisco, CA 94104 For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers , agents and employees 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, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT --AMENDMENTS . A. The tenns 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 ofthis 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 tenns 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 tenns and conditions of this Agreement, and the tenns and conditions of the attached exhibits or the documents expressly incorporated by reference, the tenns and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULT ANT 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. 7 19. W AIYERS. 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 tenn, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, perfonnance, 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 term , condition, covenant of this Agreement or any applicable law, ordinance or regulation. 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 perfonnance 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 perfonned under this Agreement, until CONSULTANT has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW . The laws of the State of California shall govern this Agreement. 8 IN WITNESS WHEREOF, the partics havc cxccutcll this Agreement as of the day, month and year tirst above written. CITY OF SAN RAFAEL ATTEST: -E~TIIER C. BElR~IE, City Clerk L\'r\C~o..,/ Lo...r-lL l) CONSULTANT anu , BY12u~ Printcd Name: ru&.nvf GrltAtJ 01, Title of Corporate Officer: ~ t-t P ~ December 21,2017 Hunter Young, P.E . City of San Rafael 111 Morphew Street San Rafael, CA 94901 FEHRfPEERS Subject: Las Gallinas I Manuel T. Freitas Parkway Intersection Controller Scope of Work Dear Hunter, This letter includes the scope of work and budget to complete transportation engineering support for the Las Gallinas Avenue / Manuel T. Freitas Parkway Intersection Improvement Project in the City of San Rafael. Specifically, based on our conversation, we have prepared a scope of work and budget to assist the City in programming the new traffic signal controller at the Las Gallinas Avenue / Manuel T. Freitas Parkway intersection. Scope of Work Task 1: Develop Timing Sheets In this task, Fehr & Peers will use the existing Synchro traffic operations model to develop base timings for non-coordinated periods, and will also develop AM and PM peak period phase splits and offsets. The AM and PM peak period intersection splits will be based on data collected in 2014 , and will assume that the cycle length for the group of intersections will stay the same. Timing parameters will include base timing, preemption and time-of-day plans . Clearance intervals will be based on posted speed and CAMUTCD policies on clearance intervals for cyclists and pedestrians . We will present our recommendations to the City for review . Once reviewed and accepted we will prepare the controller for deployment. Task 2: Controller Test & Download Using Econolite 's Virtual Controller, we will use the signal timings developed in Task 1 to test and adjust signal timings. This is to ensure no software faults are detected based on clearance intervals . Once tested, Fehr & Peers will install timings, to the extent possible, into the controller. Please note Fehr & Peers does not have a testing facility or cabinet; we cannot test the controller in a cabinet I , II , , I) J 1f'1 EXHIBIT A Hunter Young, City of San Rafael December 21,2017 Page 2 of 2 environment to see the interaction between the controller and detector inputs and outputs. We assume that we will take the controller and test at our office, unless the City prefers completing testing at the City offices. We assume that the City will have a Cobalt controller ready for testing and download upon receipt of a signed contract. Task 3: Controller Implementation Once the signal timings are tested, Fehr & Peers will coordinate controller implementation with the City of San Rafael at the Las Gallinas Avenue / Manuel T. Freitas Parkway intersection. We assume up to 8 hours for the initial controller turn on and fine-tuning timings under the initial turn on. Additionally, we have assumed an additional 8 hours (16 hours total) for subsequent meetings and signal timing adjustments. Schedule & Budget Due to the holiday schedule, we assume we will have a signal controller ready for field implementation (Task 3) within four weeks of a fully executed contract. We will perform the above work for a fee not to exceed $8,600. We will begin work upon receipt of a written notice to proceed; however, we will not complete Task 3, without a fully executed contract. Additional services outside of this agreement, such as additional submittals, would require an additional scope of work revision and budget augmentation. If the terms of this scope of work and budget are agreeable to you , please issue us a contract for review and signature. Please contact Sarah with questions or if you need additional information. We look forward to continue working with you on this project. Sincerely, FEHR & PEERS Sarah Nadiranto Chan, PE TE Transportation Engineer SF14 -0781 Josh Peterman, PE Principal FEHR f PEERS Detailed Budget Las Gallinas Avenue I Manuel T. Freitas Parkway Intersection Improvement CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER Contracting Department: Public Works Project Manager: Hunter Youn~ Extension: 3408 Project Name: Freitas and Las Gallinas Intersection Improvements Contractor's Contact: Sarah Chan Contract's Email: s.chan@fehrandpeers.com RESPONSIBLE Step DEPARTMENT DESCRIPTION " r-111~;1 PIN" ln1rndllct o ~· Nn1I["p III 'nntrOlc : Ih I:1Il ~l ll nnirOlCI rin \\ nrll) <'I:. Olttacil1!lC ll t<; 10 City A tr0fl._ " I ~rO l ~C l 1\ j al1J ~c r I Lamme .Glttcns II 'Clt\'OISanralclc 1'1. ",,\1<,,\. I'" 1>" allli ~U11l11l~11' UII umlt agl ""ill"lIL UIIU i "lurn In ,'nl,_ Manager b, Confirm insurance requirements, create Job on PINS, send PINS 2 City Attorney insurance notice to contractor. Forward three (3) originals of final agreement to contractor for their 3 Project Manager signature. When necessary, * contractor-signed agreement agendized for Council approval * PSA > $20,000 or Purchase> $35,000: or Public Works Contract> 4 Project Manager $125,000 PRINT CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreement to City Attorney with printed copy of 5 Project Manager this routing fornl 6 City Attorney Review and approve hard copy of signed agreement Review and approve insurance in PINS, and bonds (for public works 7 City Attorney contracts) City 8 Manager/Mayo.r A~reement executed by Council authorized official Attest signatures, retains original agreement and forwards copies to 9 City Clerk project manager 10 Project Manager Forward Final Copy to Contractor COMPLETED DATE , ~i t: 12/21120]7 I/S/20 I S liS/I S-LMM-under review III 11201S NIA 1129/20 IS ~(Z1(ttO ~II~ J--(~ .3/1-/\'0 REVIEWER Initial I :~ ., HY t LMM LMM HY NI A HY ~ ~