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PW Cal Trans Harbor Bridge Replacement Project ConsultingPROFESSIONAL SERVICES AGREEMENT FOR CONSULTING ON THE NORTHBOUND HIGHWAY -101 OFF -RAMP TERMINAL TO CENTRAL SAN RAFAEL, ASSOCIATED WITH THE CALTRANS HARBOR BRIDGE REPLACEMENT PROJECT This Agreement is made and entered into this �_ day of 50_?kgn1 of , 20_ib, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Parisi/CSW Design Group, a general partnership (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY has determined that certain specialized professional services are required for conducting an initial assessment of potentially widening elements of the northbound Highway -101 off -ramp as it approaches 2"d and Irwin Streets; and WHEREAS, CONTRACTOR is well qualified to assist the City with the preparation of the roadway design consulting services; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The CITY's Assistant Director of Public Works, Kevin McGowan 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. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Al Cornwell and David Parisi are hereby designated as the PROJECT DIRECTORS for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as follows: CONTRACTOR shall perform the duties and/or provide services outlined in the CONTRACTOR'S proposal for consulting services for assessment of potentially widening the northbound Highway -101 off -ramp to 2"d and Irwin Streets dated June 6, 2018, marked as Exhibit "A", attached hereto, and incorporated herein. 3. DUTIES OF CITY. ' ORfGINAC. CITY shall pay the compensation as provided in Paragraph 4 of this document, and perform the duties as described in Exhibit "A" attached hereto and incorporated herein. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as follows: On a time and materials basis for services rendered at the hourly rates shown in CONTRACTOR'S Hourly Rates and Billing Policy Schedule, effective on July 9, 2018, attached hereto as Exhibit "B" and incorporated herein, in a total contract amount not to exceed $19,900.00. Payment will be made upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. TERM OF AGREEMENT. The term of this Agreement shall be for six (6) months commencing on the above Agreement date and ending 6 -months after. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of 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 CONTRACTOR and any and all of CONTRACTOR'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 CONTRACTOR 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. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 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, CONTRACTOR 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 mullion dollars ($2,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. Where CONTRACTOR is a professional not required to have a professional license, CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONTRACTOR shall 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. CONTRACTOR'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 CONTRACTOR 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 CONTRACTOR'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 CONTRACTOR'S policies shall be at least as broad as ISO form CG20 0104 13. 3. Except for professional insurance, the insurance policies shall include, contractual liability and personal injury. liability insurance or worker's compensation in their text or by endorsement, coverage for 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 years. ,gyp 2 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 CONTRACTOR'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, 4 the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR 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 CONTRACTOR. 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., CONTRACTOR 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 CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR'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 CONTRACTOR'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 CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR 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 CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that tern is defined under Civil Code Section 2782.8, CONTRACTOR 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 CONTRACTOR 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. CONTRACTOR 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. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the perfomlance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR 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 CONTRACTOR 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: Bill Guerin, Director of Public Works City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 TO CONTRACTOR's Project Directors: David Parisi/Al Cornwell Parisi -CSW Design Group 1750 Bridgeway, Suite B208 Sausalito, CA 94965 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, 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 CONTRACTOR 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 CONTRACTOR and the CITY. E. If any conflicts arise between the terns and conditions of this Agreement, and the ten -ns 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. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR 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. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR 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 CONTRACTOR 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 ��JWL - JIM "TZ' City a ager ATTEST: LINDSAY LARA, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, ity A rney CONTRACTOR By: Name: �a� s a i�la R -t S Title: [If Contractor is a corporation, add signature of second corporate officer] i Name: Title: I = EXHIBIT A CSW I DESIGN GROUP June 6, 2018 Kevin McGowan Assistant Public Works Director/City Engineer City of San Rafael 1 1 1 Morphew Street San Rafael, CA 94901 Subject: Northbound Highway 101 Off -Ramp Terminal to Central San Rafael Dear Kevin: Pursuant to your request, the Parisi CSW Design Group has prepared the following brief work scope to conduct an initial assessment of potentially widening elements of the northbound Highway 101 off -ramp as it approaches Second and Irwin Streets in Central San Rafael. The assessment will carry through to the ramp terminal intersection, as well. The intent of the assessment is to develop a conceptual design plan, identify opportunities and constraints, evaluate its traffic performance, and identify next steps necessary to potentially advance a project to final design for near-term implementation during the Caltrans' Harbor Bridge replacement project. Our scope of work includes the following tasks: ■ Review Caltrans' right-of-way maps (available as part of the Harbor Bridge project) to determine the relationship between existing physical features and available right-of-way. ■ Review the adjacent property's condition of title guarantee for the former Cal Land building now owned by California Acquisition LLC to determine status of current pedestrian easement and the potential for encroachment from potential ramp terminal widening (we will obtain a condition of title guarantee as part of our work). ■ Review Caltrans' Harbor Bridge plans to determine conform conditions for drainage and grading. ■ Develop a conceptual design plan at 1" = 20' scale using Caltrans' right-of-way information and available construction plans for the bridge replacement as well as topographic information, and digitized aerials. The plan will show the potential for widening the off -ramp to accommodate an additional lane before and over the new Harbor Bridge and approaching the ramp terminal with Second and Irwin Street. The plan will evaluate the potential to reconfigure the approach to the intersection to contain five 1750 Bridgeway, Suite B208, Sausalito, CA 94965 www.parisi-csw.com July 6, 2018 lanes: three through lanes, one shared through/right-turn lane, and one right -turn lane. In addition, the plan will consider crosswalk and traffic signal modifications. • The conceptual plan will be prepared to conform to Caltrans' standards pursuant to the Highway Design Manual. If design standards cannot be met at one or more locations, we will identify potential modifications that could require Design Exceptions. ■ As part of the development of the conceptual plan, we will identify potential issues to be addressed during final design. These could consist of, but not be limited to, grading and physical conditions associated with potential widening along the west side of the off -ramp, pedestrian walkway easement considerations, and traffic signal phasing. ■ Using weekday p.m. peak hour traffic volume data and signal timing information provide by the City of San Rafael, we will evaluate the potential project's performance compared to existing conditions. Analysis will be conducted using Synchro 10.0. The focus of the analysis will be on motorist delays and off -ramp queuing along the northbound off -ramp. The Parisi -CSW Design Group can initiate the above work on Monday, July 9, 2018 assuming receipt of authorization to proceed by that date. We can complete the work within a four-week timeframe, i.e., by July 23, 2018. Our estimated fee for performing the above tasks is $19,900. We look forward to working with the City of San Rafael on this important project. Please let me know if you have any questions. Sincerely, Parisi CSW Design Group David Parisi, PE, TE Managing Partner Al Cornwell, PE, LEEP AP Partner Page 2 C= CSW I DESIGN GROUP Berkeley o Novato • Sausalito- Redwood City o Richmond e Sacramento EXHIBIT B HOURLY RATES AND BILLING POLICY Effective May 1, 2018, Parisi -CSW Design Group, which is a joint venture between CSW I Stuber-Stroeh Engineering Group, Parisi Transportation Consulting, and Highland Design Group will charge the following hourly rates for services rendered. (Rates subject to change): CIVIL/TRANSPORTATION ENGINEERING HOURLY RATES Principal $ 260.00 Engineer Manager $ 235.00 Project Engineer V $ 205.00 Project Engineer IV $193.00 Project Engineer III $175.00 Project Engineer II $158.00 Project Engineer 1 $153.00 Engineer IV $140.00 Engineer III $128.00 Engineer II $110.00 Engineer 1 $100.00 Designer V $153.00 Designer IV $141.00 Technician IV $110.00 Project Coordinator II $145.00 Project Coordinator 1 $120.00 Project Assistant II $ 88.00 Project Assistant 1 $ 85.00 SURVEYING Land Surveying Manager 2 -Man Survey Field Crew 1 -Man Survey Field Crew $153.00 $ 275.00 $190.00 Filing fees, checking fees, prints, and other outside costs (such as agency submittal/permit fees etc.) will be charged at cost, plus service charges at the rate of 10%. Billing will be monthly. Invoices are due and payable upon presentation. Interest at the rate of 1.5% per month commencing thirty (30) days after invoice date will be charged on delinquent accounts. Parisi -CSW Design Group reserves the right to suspend work on any project when invoices have not been paid within thirty (30) days after having been rendered. 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: DPW Project Manager: Kevin McGowan Extension: 3389 Contractor Name: Parisi/CSW Design Group Contractor's Contact: Al Cornwell Contact's Email: acomwell@cswst2.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor Click here to ❑X enter a date. b. Email contract (in Word) & attachments to City 7/10/2018 Atty c/o Laraine.Gittens@cityofsanrafael.org ❑x 2 City Attorney a. Review, revise, and comment on draft agreement 7/18/2018 ❑X LG and return to Project Manager 7/18/2018 ❑x LG b. Confirm insurance requirements, create Job on Project Manager PINS, send PINS insurance notice to contractor ❑X 3 Forward three (3) originals of final agreement to 7/30/2018 Project Manager contractor for their signature 4 When necessary, * contractor -signed agreement ❑x N/A agendized for Council approval *PSA > $75,000; or Purchase > $35,000; or Or ❑X Public Works Contract > $175,000 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 Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed / �f I agreement 7 City Attorney Review and approve insurancq in PINS , and bonds 1 g (for Public Works Contracts)4 8 City Manager/ Mayor Agreement executed by Council authorized official 91 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager gi lJ g � -2,- i-55