HomeMy WebLinkAboutCC Resolution 14069 (Street Resurfacing Curb Ramps)RESOLUTION NO. 14069
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A
PROFESSIONAL SERVICES AGREEMENT WITH ROBERT A. KARN &
ASSOCIATES, INC. FOR THE DESIGN OF THE 2015-2016 STREET
RESURFACING CURB RAMPS PROJECT, IN AN AMOUNT NOT TO
EXCEED $45,320.
WHEREAS, Resurfacing of City streets is a vital program that improves a portion of the
City's 175 miles of roadways each year; and
WHEREAS, Street Resurfacing 2015-2016 is one of the projects included in the 3 -Year
Capital Improvement Program for Fiscal Years 2015/16 through 2017/18 that was approved by
City Council on March 16, 2015; and
WHEREAS, Under Americans with Disabilities Act (ADA) law, when a street, roadway
or highway is altered, curb ramps must be provided where pedestrian walkways intersect the
altered street; and
WHEREAS, City staff identified 41 locations where ADA -compliant curb ramps will be
required in order to resurface the proposed streets; and
WHEREAS, City staff found that design services from a qualified consultant will be
required for this project; and
WHEREAS, a Request for Proposals was issued in accordance with the San Rafael
Municipal Code and federal standard procedures; and
WHEREAS, City staff has reviewed the proposal from Robert A. Karn & Associates, Inc.
dated January 11, 2016, attached hereto as Exhibit A and incorporated herein by reference, and
finds that it is within industry standards and acceptable.
WHEREAS, Robert A. Karn & Associates, Inc. was determined to be the most qualified
team to complete the designs, with a proposed not -to -exceed fee of $45,320.00;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
RESOLVES as follows:
1. The City Council does hereby authorize the City Manager to execute a professional
services agreement with Robert A. Karn & Associates, Inc. for the work described in
the Proposal in Exhibit A hereto, in a form approved by the City Attorney and in an
amount not to exceed $45,320.00.
2. Funds in the amount of $1,650,000.00 have been appropriated from the Gas Tax Fund
(#206) to support the planned project expenditures.
3. The Director of Public Works is hereby authorized to take any and all such actions and
make changes as may be necessary to accomplish the purpose of this resolution.
I, ESTHER C. BEIRNE, Clerk of the City of San Rafael, hereby certify that the
foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the
Council of said City on the 16th day of February, 2016, by the following vote, to wit:
AYES: COUNCIL MEMBERS: Bushey, Colin, McCullough & Mayor Phillips
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: Gamblin
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ESTHER C. BEIRNE, City Clerk
File No. 16.06.85
AGREEMENT FOR PROFESSIONAL SERVICES WITH
ROBERT A. KARN & ASSOCIATES, INC.
FOR PROFESSIONAL ENGINEERING SERVICES
This Agreement is made and entered into this 16-7W day of tiiG Oo4-"l , 2016, by and
between the CITY OF SAN RAFAEL (hereinafter "CITY"), and ROBERT A. KARN & ASSOCIATES,
INC. (hereinafter "CONTRACTOR").
RECITALS
WHEREAS, the CITY has determined that professional services are required in connection with
the Street Resurfacing 2015-2016 Project; and
WHEREAS, the CONTRACTOR 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. 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. Robert Karn is hereby designated as the PROJECT DIRECTOR 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 the services outlined in the Project
Approach and Schedule in the Proposal dated January 11, 2016 marked as Exhibit "A," attached hereto,
and incorporated herein.
3. DUTIES OF CITY.
CITY shall compensate CONTRACTOR as provided in Paragraph 4, and shall 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 on a time and materials basis for services rendered in accordance with the rates shown
on the "Maximum Not to Exceed Cost" schedule dated January 11, 2016 and included as part of Exhibit
"A" attached and incorporated herein, in an amount not to exceed $45,320.00.
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices
submitted by CONTRACTOR.
5. TERM OF AGREEMENT.
The term of this Agreement shall commence upon the date of execution of this Agreement and end
on February 15, 2017 when the work shall have been completed, unless the parties agree to extend this
Agreement for another 90 days, as approved in writing by City Manager.
6. TERMINATION.
A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30)
days written notice mailed or personally delivered to the other party.
B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written
notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the
cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15)
day time period.
C. Effect of Termination. Upon receipt of notice of 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.
8. 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.
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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, CONTRACTOR shall maintain, at
no expense to CITY, the following insurance policies:
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 two million dollars
($2,000,000) per occurrence/four million dollars ($4,000,000) 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
and employer's liability insurance, as required by the State Labor Code and other applicable laws and
regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to
CONTRACTOR's officers and employees. 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:
Except for professional liability 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 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 01 04 13.
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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. The insurance policies shall be specifically endorsed to provide that the insurance
carrier shall not cancel, tenninate or otherwise modify the terms and conditions of said insurance policies
except upon ten (10) days written notice to the PROJECT MANAGER.
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 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, 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 frill 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.
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The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City
Attorney.
IL INDEMNIFICATION.
A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest
extent pennitted 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 term 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.
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 fill period of time allowed by
law.
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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 performance 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 ten -ns 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 CONTRACTOR's Project Director:
Dean Allison
Director of Public Works
City of San Rafael
111 Morphew Street
San Rafael, CA 94901
Robert Karn
Robert A. Karn & Associates, Inc.
707 Beck Avenue
Fairfield, CA 94533
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 teens 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 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.
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.
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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
JIM SZ, City Maniaer
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ATTEST:
ESTHER C. BEIRNE, City Clerk
APPROVED AS TO FORM:
ROBERT F. EPSTEIN, City ttorne�
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CONTRACTOR
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