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HomeMy WebLinkAboutPW Controller Programming and Traffic Signal Testing re SMARTAGREEMENT FOR PROFESSIONAL SERVICES WITH KIMLEY-HORN AND ASSOCIATES, INC., FOR CONTROLLER PROGRAMMING AND TRAFFIC SIGNAL CABINET TESTING This Agreement is made and entered into this 'Z. day of tv'\ C>.rcJn , 2018, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and KIMLEY-HORN AND ASSOCIATES, INC., a corporation authorized to do business in California (hereinafter "CONSULTANT"). RECITALS WHEREAS, in connection with the Sonoma Marin Area Rail Transit District (SMART) project to extend its commuter rail service to Larkpsur Landing, the CITY has purchased new traffic signal cabinets and controllers used to operate traffic signals along the SMART alignment as well as at the intersections of Third Street at Grand Avenue and Fourth Street at Grand Avenue; and WHEREAS, the CITY must program controllers and test all new traffic signal cabinets to ensure their proper function prior to installation in the field; 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. Kevin Aguigui 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 ofthe substitution. 2. DUTIES OF CONSULTANT. CONSULTANT shall perform the duties and/or provide the services described in CONSULTANT'S proposal dated February 21, 2018, marked as Exhibit "A," attached hereto, and incorporated herein. 3. DUTIES OF CITY. CITY shall compensate CONSULT ANT 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. COMPENSA TION. For the full perfonnance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT on a time and materials basis for services rendered in accordance with the rates shown in the "Kimley-Hom Rate Schedule" included in Exhibit "A" attached and incorporated herein, in an amount not to exceed $19,580. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. 5. TERM OF AGREEMENT. The tenn of this Agreement shall commence upon the date of execution of this Agreement and end on December 31, 2019 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 tenninate 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 tennination, 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 ofthe 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. Upon completion of all work under this Agreement, ownership and title to all reports, documents, plans, specifications, and estimates produced as part of this Agreement will automatically be vested in the CITY; and no further agreement will be necessary to transfer ownership to the CITY. CONSULTANT shall furnish to CITY all necessary copies of data needed to complete the review and approval process. 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 2 duties under this Agreement. CONSULT ANT 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 tenn of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/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. 3 . If any licensed professional performs any of the services required to be perfonned 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 CONSULTANT's perfonnance of services under this Agreement. Where CONSULTANT 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 ($1,000,000) per accident for bodily injury or disease. CONSULTANT's worker's compensation insmance 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 ofthis section above shall also meet the following requirements: 1. Except for professional liability and 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 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 3 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 C020 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. 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 of losses 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 4 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. 11. 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 hannless 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 performance of or operations under this Agreement, CONSULT ANT 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. 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 pennitted by law, indemnify, release, defend and hold hannless 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. In no event shall the cost to defend charged to the design professional exceed the design professional's propOliionate percentage of fault. 5 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 tennination 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 perfonn 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 CONSULT ANT 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 tenns 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. 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: Bill Guerin Director of Public Works City of San Rafael 111 Morphew Street San Rafael, CA 94901 Kevin Aguigui Kimley-Hom and Associates, Inc. 1300 Clay Street, Suite 325 Oakland, CA 94612 6 16. INDEPENDENT CONTRACTOR. 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 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, shaII be valid or binding, except by way of a written amendment to this Agreement. D. The tenns and conditions ofthis 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 shaII 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 tenn, covenant or condition of this Agreement, or of any ordinance, law or regulation, shaII not be deemed to be a waiver of any other tenn, 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, shaII not be deemed to be a waiver of any preceding breach or violation by the other party of any tenn, condition, covenant of this Agreement or any applicable law, ordinance or regulation . 7 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the tenns 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 Fonn W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE 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 ATTEST: ~'FH£R: c. B~~<ff3, City Clerk L-, r"\ d66.i lO"('O"'. APPROVED AS TO FORM: 8 CONSULTANT~ By:r2iE -- Printed Name~'7 ])vu-ll.L~ Title of Corporate Officer: Sr. V, ~ r;;~ ~ and, By: ~ Printed Name: MATT V\J A.~e:s Title of Corporate Officer: A'i5~S.tc",-t C;e.c.~ tU1 Kimley») Horn February 21, 2018 (via email) Mr. Hunter Young City of San Rafael -Department of Public Works 111 Morphew Street San Rafael, CA 94915 -1560 Exhibit A RE: Proposal for Traffic Signal Assessment, Controller Programming, and Cabinet Testing Services Dear Hunter, We are very pleased to submit our proposal to provide professional services to assess traffic signals, program traffic signal controllers, and test traffic signal controller cabinets for the City. We have prepared our Scope of Services, Schedule, and Fee Estimate based on discussions with you, and our understanding of the needs and desired outcomes for the project. Our scope of work follows this letter. We thank you for the opportunity to provide these professional services. If you have any questions or concerns with any part of this proposal. please do not hesitate to contact me at (510) 350-0227 or at matt.wages@kimley-horn.com. We look forward to working with you and the City. Sincerely, Matt Wages, P.E. Project Manager Kevin Aguigui, P.E. Vice President 1300 Clay Street, Suite 325 , Oakland, CA 94612 I 5106250712 Kimley ») Horn Page 2 SCOPE OF SERVICES TASK 1 -TRAFFIC SIGNAL ASSESSMENT AND RECOMMENDATIONS The City has identified seven (7) traffic signals in need of upgraded controllers and controller cabinets. We will work with the City to assess the existing traffic signal equipment at these locations, and to develop recommendations for what improvements are necessary to deploy new traffic signal controllers and controller cabinets at these intersections. This task is expected to include assessment of controller cabinet foundations condition, location, and ability to accept new cabinets. The recommendations are expected to include descriptions and/or exhibits detailing necessary improvements required to deploy new controllers and cabinets. These improvements will be completed by others. TASK 2 -CONTROLLER PROGRAMMING AND CABINET TESTING Kimley-Horn will convert the existing signal timing databases, currently operating at the project intersections, to databases compatible with the City's new Cobalt traffic signal controllers. We will program and bench test the controllers to confirm expected operations. In addition, we will test and complete a "burn-in" of the new controller cabinets in the City's traffic signal shop. The controller cabinets will be tested for expected operations using the programmed traffic signal controllers for each intersection. Testing results will be documented and provided to the City. PROPOSED STAFF • Kevin Aguigui, Contract Manager • Matt Wages, Project Manager • Shawn Rainey, Intersection Assessment and Recommendations • Brendan Pittman, Traffic Signal Controller Programming and Cabinet Testing • Other qualified staff as needed SCHEDULE Kimley-Horn is prepared to begin work immediately upon receipt of the notice to proceed (NTP). The schedule for each controller and cabinet pair will be coordinated with the City based on the proposed dates of deployment, and as communicated by the City. FEE Kimley-Horn will provide the professional services as outlined in the tasks of the Scope of Services for a Time and Materials fee not to exceed $19,580. This fee includes labor cost and expenses (direct and I 1300 Clay Street, Suite 325, Oakland, CA 94612 5106250712 Kimley ») Horn Page 3 indirect) incurred in performing these services. Other direct expenses, if any are necessary, will not be incurred without prior authorization. , , {,--. ~~in;l~y-ho~n.com 1300 Clay Street, Suite 325, Oakland, CA 94612 5106250712 Kimley ») Horn Kimley-Horn Rate Schedule Rates valid through 6/30/18 CADD rt En En En En lanner IV En nner IV PIC/Sr. Tech Advisor $100 -$125 $100 -$125 $120 -$150 $105 -115 $110 -$125 $175 $170 -$200 $195 -$215 $210 -$230 Other Direct Costs: Outside Printing/Reproduction, Delivery Services/USPS, Mise. Field Equipment/Supplies, and Travel Expenses will be billed at actual Cost. Mileage will be billed at the Federal Rate. 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 Young Extension: 3408 Contractor Name: Kimley-Horn (Traffic Signal Cabinet Testing) Contractors Contact: Matt Wages Contact's Email: matt.wages@kimley-horn .com D FPPC: Check if Contractor/Consultant must file Form 700 Step 1 2 3 4 5 6 7 8 9 RESPONSIBLE DEPARTMENT Project Manager City Attorney Project Manager Project Manager PRINT Project Manager City Attorney City Attorney City Manager / Mayor City Clerk vt5 DESCRIPTION a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor Forward three (3) originals of final agreement to contractor for their signature When necessary, * contractor-signed agreement agendized for Council approval *PSA > $20,000; or Purchase> $35,000; or Public Works Contract> $125,000 Date of Council approval CONTINUE ROUTING PROCESS WITH HARD COPY Forward signed original agreements to City Attorney with printed copy of this routing form Review and approve hard copy of signed agreement Review and approve insurance in PINS, and bonds (for Public Works Contracts) Agreement executed by Council authorized official Attest signatures, retains original agreement and forwards copies to Project Manager COMPLETED DATE N/A 2/23/2018 2/23/2018 2/23/2018 2/23/2018 ~ N/A Or Click here to enter a date. 2/27/2018 REVIEWER Check /In itial ~ LG ~ LG ~ HY D HY