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PW Engineering Services for W-Trans TE ServicesAGREEMENT FOR PROFESSIONAL SERVICES WITH W -TRANS FOR ENGINEERING SERVICES This Agreement is made and entered into this V�' day of S , 2018, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and WHITL CK & WEINBERGER TRANSPORTATION, INC, a California corporation, dba W -Trans (hereinafter "CONSULTANT"). RECITALS WHEREAS, the CITY has determined that professional engineering services are required to assist the CITY in traffic engineering services on an as -needed basis; and WHEREAS, the CONSULTANT has agreed to render such services; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 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. Dalene J. Whitlock, PE 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 Proposal dated July 9, 2018, marked as Exhibit "A," attached hereto, and incorporated herein. DUTIES OF CITY. CITY shall compensate CONSULTANT as provided in Paragraph 4, and shall perform the duties as described in Exhibit "A" attached hereto and incorporated herein. 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 at the hourly rates shown in the "2018 Reduced Fee Schedule" included in Exhibit "A" attached hereto, with a total not -to -exceed amount of $30,000 for costs and services of CONSULTANT provided under this Agreement. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. CONSULTANT shall itemize invoices in a manner approved by the PROJECT MANAGER. 5. TERM OF AGREEMENT. The term of this Agreement shall commence upon the date of execution of this Agreement and end on July 31, 2019, 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 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. 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 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: 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 performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONSULTANT's performance 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 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 and worker's compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additional 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 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 form CG20 0104 13. 3. Except for professional liability insurance and worker's compensation 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, CONTRACTOR hereby grants to CITY a waiver of any right to subrogation which any insurer of CONTRACTOR may acquire against CITY by virtue of the payment of any loss under such insurance. CONTRACTOR 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 Form, then, following termination 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. Furthermore, 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 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. 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 attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONSULTANT'S performance 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, 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. 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. In no event shall the cost to defend charged to the design professional exceed the design professional's proportionate percentage of fault. 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 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 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 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 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: Bill Guerin Director of Public Works City of San Rafael 111 Morphew Street San Rafael, CA 94901 Dalene J. Whitlock, PE, PTOE W -Tains 490 Mendocino Ave Suite 201 Santa Rosa, CA 95401 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 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 terms 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 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 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. 6 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 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. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL � r S HUTZ, City ana er ATTEST: �q '�� LINDSAY LARA, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, Atto y CONSULTANT Dalene J. V;Utlock Title: President and [If Contractor is a corporation, add signature of second corporate officer] IN Name: Corinne L. Rasmussen Title: Secretary E Kln,1�I.i_ /k w July 9, 2018 (1W=Trans Ms. Lauren Davin! City of San Rafael Public Works Department 111 Morphew Street San Rafael, CA 94901 Proposal to Provide On -Call Traffic Engineering Services Dear Ms. Davini; W -Trans is pleased to present this proposal for traffic engineering services based on previous staff services work for the City of San Rafael and your request. We have provided a variety of traffic engineering services to the City of San Rafael since 2015. This has included preparing various studies together with assisting staff over the telephone when questions have arisen about traffic issues. While I will be your primary point of contact, other staff members will assist as appropriate to provide the most cost-effective services. I will continue to provide oversight and ensure that your needs are met in a timely manner. Although we will perform services on an as -needed basis, following are some of the areas that we would expect to continue working in. Following is a discussion of the -potential Scope of Services anticipated as part of the contract based on your request. The specific programs and tasks that would be undertaken would need to be determined by staff based on City priorities. 1. Writing RFPs — Assistance will be provided to City staff in preparing Requests for Proposals. It is noted that we would ask not to work on any on which we would otherwise propose. 2. Synchro Updates — New counts, timing updates, and other information that would affect operation as projected in the City's Synchro model will be input to maintain a current database. 3. Project Support — Staff would be available to assist in the development of solutions to traffic engineering issues, followed by the preparation and review of plans to implement these solutions, Other tasks that may be performed, if requested, could include the following. 4. Grant Services — Proactive assistance could be provided in applying for grant funding to pay for engineering, design and construction of transportation -related improvements, fulfilling grant reporting requirements and applying for funding reimbursements. 5. Resident Request Program Assistance — We could assist in investigating, evaluating, and resolving traffic concerns raised by City residents and businesses. This task could also include drafting responses to inquiries, accompanying staff on resident meetings, and/or documentation of the inquiries. 6. Land Development Support — Input could be provided on miscellaneous issues that require traffic engineering consultation. Examples include reviewing street lighting levels; providing comments or participating in preliminary project impact brain -storming sessions; and surveying street operations to determine if changes are warranted, including signs, markings, lighting, tree -trimming, to name a few. 7. Construction Traffic Control —Technical assistance could be provided to staff inspecting temporary traffic controls for private development projects and/or reviewing work zone traffic control plans. 490 Mendocino Avenue, Suite 201 Santa Rosa, CA 95401 707.542.9500 w-trans.com SANTA ROSA - OAKLAND - SAN JOSE F_xln;1)& H Ms. Lauren Davini Page 2 July 9, 2018 8. Traffic Signal and Lighting Plans— Capital improvement project and land development project improvements could be reviewed for conformance with State standards, Public Works preferences, and sound engineering practice. Commonly this work would include review of proposed traffic signal phasing, equipment layout, intersect)Sp geometrics, signing, operations, software programming and equipment specifications, followed by discussing intended operations with engineering and public safety personnel. Land development projects typically include queuing and capacity calculations which would also be reviewed when made available. 9. Traffic Signal Timing — Operations of the City's traffic signals could be reviewed, and suggested changes to Improve operation or meet industry/legal standards brought to the attention of Engineering and/or Street Maintenance staff. Signal operations could also be reviewed in response to staff or resident requests. 10. Presentations — Depending on the technical issue or timing, all W Trans senior staff are available for presentations. The appropriate person for the presentation will be discussed with City staff depending on their need. 11. GIS Mapping Information — We could provide transportation -related data in GIS map format to enable San Rafael staff to publish the information for use by the community. Efforts for other agencies have included developing speed zone maps and average daily traffic maps. Truck routes, bridge load limitations and other transportation permit factors would also be good candidates for mapping. 12. Evaluating Pedestrian and Bicycle Safety — W Trans is a strong advocate for implementation of pedestrian and bike plans wherever possible. We understand the need for pedestrian and bicycle facility enhancements, and could assist Public Works staff in reviewing and implementing existing policies and plans. It is understood that the City has allocated $30,000 for this work. Billings will be provided monthly, and will Include line items for the various tasks worked on. As is our practice for other staff service contracts, we offer our reduced rates that reflect a 10 percent discount from our normal billing rates. This proposal is a firm offer for a 90 -day period. We look forward to the continuing to serve the City of San Rafael. Sincerely, ry tel. Dalene J. Whitlock, , PTOE Principal DJW/djw/SRA901.P1 Enclosure: 2018 Reduced Fee Schedule F-xIn,64 11*"� �W Trans Reduced Fee Schedule 2018 Staff Billing Rates Position Principal Billing Rate (per hour) $184.50 - $261 Associate Principal $166.50 - $184.50 Senior Engineer/Planner $157.50- $180 Engineer/Planner $135 - $157.50 Associate Engineer/Planner $117-$135 Assistant Engineer/Planner $90-$117 Technician/Administrative $76.50-$90 Intern $27-$72 Field Technician $18-$36 2018 Expense Charges Item Charge Mileage $0.60/mile* Services and Expenses 10% surcharge These rates are valid for work initiated prior to December 31, 2018. Work initiated after January 1, 2019, and any subsequent year may be billed at the revised rates established for that year. * Mileage charge will be based on the IRS Standard Mileage Rate (set at $0.545 effective January 1, 2018; subject to change) plus 10 percent. 490 Mendocino Avenue, Suite 201 SANTA ROSA CA 95401 707.542.9500 505 171" Street, 2`"' Floor OAKLAND, CA 94612 510.444.2600 1276 Lincoln Avenue, Suite 204 SAN JOSE, CA 95125 650.314.8313 w-tra ns.com . t 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: Department of Public Works Project Manager: Lauren Davini Extension: x3361 Project Name: W -Trans TE Services Contractor Name: W -Trans Contractor's Contact: Dalene Whitlock Contact's Email: dwhitlock@w-trans.com Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to enter a date. ® LD b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 7/10/2018 2 City Attorney a. Review, revise, and comment on draft agreement 7/18/2018 ® LAG and return to Project Manager b. Confirm insurance requirements, create Job on 7/18/2018 ® LAG PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to ❑ LD contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement ® N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or ❑ LD Public Works Contract > $125,000 Click here to Date of Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City ❑ LD Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed ����, agreement 7 City Attorney Review and approve insurance in PINS , and bonds (for Public Works Contracts) 712 -YIN 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and C' � forwards copies to Project Manager )I - 3- x-5 0