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PW Traffic Signal - Lucas Valley Road at Los Gamos DriveLUCAS VALLEY ROAD AT LOS GAMOS DRIVE TRAFFIC SIGNAL MAINTENANCE AGREEMENT THIS AGREEMENT is made and entered into, by and between County of Marin. hereinafter referred to as "COUNTY" and the City of San Rafael, hereinafter referred to as "CITY", for the maintenance of the traffic signal located at the intersection of Lucas Valley Road and Los Gamos Drive in San Rafael, Marin County, hereinafter referred as "TRAFFIC SIGNAL" WHEREAS, Kaiser Permanente developed an environmental document for their Medical Office Building improvement project located at 1650 Los Gamos Drive which indicated traffic impacts to the Lucas Valley Road and Los Gamos Drive intersection requiring the intersection to be signalized; and; WHEREAS, Kaiser Permanente proposes to construct the TRAFFIC SIGNAL at the Lucas Valley Road and Los Gamos Drive intersection; and WHEREAS, at the intersection of Lucas Valley Road and Los Gamos Drive, Lucas Valley Road is within the COUNTY's jurisdiction and Los Gamos Road is within the CITY's jurisdiction such that the COUNTY has jurisdiction over two legs/approaches of the intersection while the CITY has jurisdiction over one leg of the intersection; and WHEREAS, as part of the TRAFFIC SIGNAL improvement plans, CITY and COUNTY agree that the CITY will perform maintenance of the TRAFFIC SIGNAL as herein described; and WHEREAS, COUNTY agrees to compensate CITY in accordance with the terms of this AGREEMENT. NOW THEREFORE, COUNTY and CITY mutually agree as follows: 1. This AGREEMENT shall be in effect in perpetuity unless modified or terminated by mutual agreement in writing by both parties. 2. CITY shall pay the cost of electric current required to operate the TRAFFIC SIGNAL. COUNTY will reimburse CITY for 2/3 (two-thirds) of electrical cost to operate the TRAFFIC SIGNAL. 3. CITY shall provide all maintenance required for TRAFFIC SIGNAL including routine maintenance, non -routine maintenance and emergency repairs. CITY currently contracts out traffic signal maintenance to a licensed electrical contractor and may continue to contract out these services. A. ROUTINE MAINTENANCE. Routine maintenance shall include, T:',CITY COUNCIL AGENDA I I'ENIS1Ayenda Itern Approval Process12019.05-201PW - Lucas Valley Traffic Sional Maintenance AgreeinentlE :nihit 1 to Resolution Nlain:enance Ayreement_(05 02'19 rev).docx without limitation hereby, a short interval service and annual service as outlined herein, and the annual replacement of TRAFFIC SIGNAL bulbs or cleaning of the faces of LED indications. I. CITY shall replace TRAFFIC SIGNAL LED bulbs as necessary in accordance with proper wattage for TRAFFIC SIGNAL. II. CITY shall maintain a written record of the date and time of all routine maintenance and provide COUNTY with a copy thereof upon request. B. NON -ROUTINE MAINTENANCE. Non -routine maintenance shall be defined as all work not included in routine maintenance which is necessitated by TRAFFIC SIGNAL malfunctioning or not operating as planned (including any indication outages). CITY shall maintain a written record of the date and time of all non -routine maintenance and provide COUNTY with a copy thereof upon request, along with itemized statements as required in this AGREEMENT. C. EMERGENCY MAINTENANCE. CITY shall also provide all emergency maintenance and repairs required for TRAFFIC SIGNAL. Emergency repairs shall include responding to a reported malfunctioning or damaged TRAFFIC SIGNAL. Emergency calls will be paid under non -routine maintenance. Emergency calls shall be performed in accordance with the following: I. The response by CITY to an emergency call shall be initiated within two (2) hours of receipt of notifications. ll. Any damaged or inoperative signal shall not be left unattended. The signal may be placed on flashing status control while repairs are being completed. III. CITY shall be responsible for notifying the appropriate police/sheriff departments in the event that emergency traffic control is needed. IV. CITY shall maintain records and provide reports about emergency calls. A log of all emergency calls shall be maintained for a minimum of three years by CITY and shall indicate the following: a. Name of person or agency reporting b. Location c. Nature of complaint d. Time and Date of notification e. Time and date of response f. Action taken 4. CITY will inform COUNTY when alterations to existing signal installations are made, except in case of emergency when TRAFFIC SIGNAL is out of 2 -MCITY COUNCIL AGENDA ITEPMAgenda Item Approval Process12019-05-201PW - Lucas Valley Traffic Signal iUlaintenance AgreementlExhibit 1 to Resolution Maintenance Agreement _(05 02 19 rev).docx operation. 5. CITY shall keep a record of all hours of labor and all hours of equipment used in maintaining and repairing the TRAFFIC SIGNAL and will submit an itemized statement for each written report attached to an executed claim voucher. CITY shall bill COUNTY annually at the beginning of each calendar year for reimbursement of COUNTY's share of electric costs under Section 2 and COUNTY's share of costs (as set forth in Section 6) for routine, non -routine and emergency maintenance described in Section 3 for the previous year. 6. COUNTY shall pay CITY for 2/3 (two-thirds) of the cost for routine, non- routine and emergency maintenance and repairs based on the actual hours of labor and equipment used. The rates shall be based on those specified in the traffic signal maintenance contract between CITY and its traffic signal electrical contractor in effect during the applicable year. Rates used for work on the TRAFFIC SIGNAL shall be the same as generally applied to work on other signals in the CITY. 7. COUNTY hereby grants CITY and CITY's contractors the right to enter upon COUNTY right-of-way as reasonably necessary for the performance of the work described in this AGREEMENT. 8. Mutual Indemnity and Insurance. 8.1 Claims Arising from Sole Acts or Omissions of CITY. CITY does hereby agree to defend, indemnify and hold harmless COUNTY from and against any third -party claim, demand, action or cause of action arising solely out of the acts or omissions of CITY in the performance of this AGREEMENT. CITY shall notify COUNTY promptly of any claim, action or proceeding and cooperate fully in the defense. 8.2Claims Arising from Sole Acts or Omissions of COUNTY. COUNTY does hereby agree to defend, indemnify and hold harmless CITY from and against any third -party claim, demand, action or cause of action arising solely out of the acts or omissions of COUNTY in the performance of this AGREEMENT. COUNTY shall notify CITY promptly of any claim, action or proceeding and cooperate fully in the defense. 8.3Claims Arising from Concurrent Acts or Omissions. COUNTY hereby agrees to defend itself, and CITY hereby agrees to defend itself from any claim, action or proceeding alleged to have arisen out of the concurrent acts or omissions of COUNTY and CITY. In such cases, COUNTY and CITY agree to retain their own legal counsel, bear their own defense costs, and waive their right to seek reimbursement of such costs, except as provided in Section 8.4 below. 3 T:ICITY COUNCIL AGEPID1 ITEPAS1Agenda Item Approval Process120'19.05-201P1j1/ - Lucas Valley Traffic Signal Main?mance Agreementic:thihit 1 to Resolution Maintenance a:Ureement J05 02 19 revj.docx 8.4 Reimbursement and/or Reallocation Where a trial verdict or arbitration award allocates or determines the comparative fault of the parties, COUNTY and CITY shall be entitled to reimbursement and/or reallocation of defense costs including reasonable attorneys' fees, settlement payments, judgments and awards, consistent with such comparative fault. 8.51nsurance In addition, CITY shall require that any contractor utilized by CITY for any traffic signal maintenance covered by this AGREEMENT, and any of such contractor's subcontractors, obtain and maintain insurance meeting the following minimum requirements: A. Workers' compensation insurance as per statutory requirements and employer's liability insurance in an amount not less than One Million Dollars ($1,000,000) per occurrence. B. Commercial general liability insurance covering bodily injury and property damage in an amount not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate. Said commercial general liability insurance policy shall be endorsed as follows: I. The CITY and COUNTY and their respective officers and employees, shall be named as additional insureds for all liability arising out of the on-going and completed operations related to this agreement by or on behalf of the named insured. II. The inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverage afforded shall apply as though separate policies had been issued to each insured, but the inclusion of more than one insured shall not operate to increase the limits of the company's liability. III. The insurance provided shall be primary and non-contributory coverage to the CITY and COUNTY with respect to any insurance or self-insurance programs maintained by the CITY and COUNTY. C. Automobile liability insurance covering bodily injury and property damage in an amount no less than One Million Dollars ($1,000,000) combined single limit for each occurrence. Said insurance shall include coverage for owned, hired, and non -owned vehicles. Each policy of insurance required above shall be with a company holding a certificate of authority issued by California State Insurance Commissioner to do business in the state. Each policy of insurance required above shall not be cancelled or materially changed without first giving thirty (30) days prior written notice to the CITY'S T:%CITY COUNCIL AGENDA ITEPJIS1Agenda Item Approval Process12019-05.201PW - Lucas Valley Traffic Signal P:laintenance AgreementlExhibit 1 to Resolution Maintenance Agreement _(05 02 19 rev).docx Public Works Director and the COUNTY'S Department of Finance. Properly executed endorsements and Certificates of Insurance clearly evidencing all coverages and limits required above shall be submitted to the CITY'S Public Works Director and County Department of Finance prior to the performance by such contractor or subcontractor of any traffic signal maintenance work covered by this AGREEMENT. This Agreement shall be construed and enforced in accordance with the laws of the State of California. This Agreement contains the entire agreement between the parties. This Agreement shall only be amended by an instrument in writing executed by both parties. County of Marin: City of San Rafael: Kathrin Sears Print N me Jim Schu z City Mana e President, Board of Supervisors `J Approved as to form: Print Name County of Marin, Deputy County Counsel Print Name �s,,Q µ, IG, San Rafael City Attorney 5 TACT T Y COUNCIL AGENDA ITEMSlAgenda Item Approval Process12019-05-20TIPJ - Lucas Valley Traiiic Signal PJlaintenance!`.greemenflE:,hibit'I to ?esolution Maintenance Agrcement_(05 02 i5 rev).docx P� RAFq� z r�rY WITH P R-7!1�,11; 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: Maintenance Agreement for Lucas Valley/Los Gamos Traffic Signal Contractor's Contact: N/A Contact's Email: N/A ❑ FPPC: Check if Contractor/Consultant must file Form 700 -- Step RESPONSIBLE L_ DEPARTMENT .... ..... ..— _ DESCRIPTION COMPLETED DATE REVIEWER Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor N/A ❑X HY b. Email contract (in Word) and attachments to City Attorney c/o Laraine.Gittens@cityofsanrafael.org 4/26/2019 ❑X HY 2 City Attorney a. Review, revise, and comment on draft agreement 5/14/2019 ❑X LG and return to Project Manager b. Confirm insurance requirements, create Job on N/A ❑X LG PINS, send PINS insurance notice to contractor Approval of final agreement form to send to ❑ 3 Department Director N/A Project Manager contractor Forward three (3) originals of final agreement to 4 ❑ HY Project Manager contractor for their signature When necessary, contractor -signed agreement ❑ N/A 5 agendized for City Council approval *City Council approval required for Professional Services ❑X HY Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 Date of City Council approval 5/20/2019 PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 5/21/2019 ❑x HY Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed agreement 5�29//� N/A ❑X LG 8 1 City Attorney Review and approve insurance in PINS , and bonds (for Public Works Contracts) 9 i City Manager/ Mayor Agreement executed by City Council authorized 0-0 official 10 City Clerk r Attest signatures, retains original agreement and forwards copies to Project Manager �rA IQ )nC