HomeMy WebLinkAboutPW Pedestrian Crossing; Kimley-HornAGREEMENT FOR PROFESSIONAL SERVICES
FOR PEDESTRIAN CROSSINGS
This Agreement is made and entered into this '29��Iday ofNBgR, 2016, 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 "CONTRACTOR").
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. Kevin Aguigui 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 services as follows:
All project management services detailed as "Task 1" in the proposal dated November 10,
2016 attached hereto as Exhibit "A", and incorporated herein by reference.
3. DUTIES OF CITY.
CITY shall cooperate with CONTRACTOR as provided in Exibit "A" and pay the
compensation as provided in Paragraph 4.
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 in a total contract amount not to exceed $11,700.
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized
invoices submitted by CONTRACTOR.
TERM OF AGREEMENT.
The term of this Agreement shall be for one (1) year commencing on the date of this
agreement. Upon mutual agreement of the parties, and subject to the written approval of the City
Manager, the term of this Agreement may be extended for an additional period of up to one (1) year.
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 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. OWNERSIIIP 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 ALJDIT.
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.
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.
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10. INSURANCE.
A. Scope of Coverage. During the terrn 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 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:
1. 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 0104 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. The insurance policies shall be specifically endorsed to provide that the
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insurance carrier shall not cancel, terminate 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 Forn, 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 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.
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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 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
perfonnance 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
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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 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 CONTRACTOR's Project Director:
16. INDEPENDENT CONTRACTOR.
Bill Guerin, Director of Public Works
City of San Rafael
1400 Fifth Avenue
P.O. Box 151560
San Rafael, CA 94915-1560
Kevin Aguigui
Kimley Horn and Associates
1300 Clay Street, Suite 325
Oakland, CA 94612
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.
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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 teens 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 terrn, covenant, condition, ordinance, law or regulation, or of any subsequent breach or
violation of the same or other teen, 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).
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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
JIMSC TZ, City an er
ATTEST:
Pau IPS -
ESTHER C. BEIRNE, City Clerk
APPROVED AS TO FORM:
��' ) �� -�- 'e. f /-�
ROBERT F. EPSTEIN, City Attorney
CONTRACTOR
By:
Name:
l
Title: r, V c -.e P.e 'L
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EXHIBIT A
Kimlep Horn
November 10, 2016
Jeff Stutsman
City of San Rafael
111 Morphew Street
San Rafael, CA 94901
RE: Proposal for Professional Engineering Services
Dear Jeff.
We are very pleased to submit our proposal to provide professional services to prepare an
update to the crosswalk evaluation and prioritization process. 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. Please do not hesitate
to contact me should there be any questions or concerns with any part of our proposal. I can be
reached at (510) 350-0217 (office), (510) 393-6232 (cell) or kevin.aauioui(@kimley-horn.com.
Sincerely,
Kevin Aguigui, P.E., T.E., E.E., CSEP
Senior Engineer
Kimley>>)Horn
SCOPE OF SERVICES
Page 1
TASK 1 — DEVELOP EVALUATION CRITERIA AND UPDATE EVALUATION PROCESS
We will work with the City to identify and incorporate criteria for the evaluation of the crosswalks that
will lead up to the scoring and ranking of each crosswalk for modifications/improvements. A major
part of this task is the identification of the types of data that will be necessary to conduct an evaluation
of each crosswalk. For each of the evaluation criteria the City will be able to apply weighting factors to
each of the criteria to account for any unique or special conditions at a crosswalk.
As part of this effort of updating the evaluation process, we will conduct a literature research of
crosswalk ranking criteria that have been used by other agencies or have been documented in
technical documents. We will also conduct a review of the existing city crosswalks noting the different
configurations and types to develop the specific evaluation criteria that should be applied. The
outcome of this literature research and existing crosswalk review is a draft list of evaluation criteria.
Once we have prepared the draft criteria including a list of the types of data that will be needed, we
will meet with the City to discuss the draft criteria. Based on comments received by the City, we will
finalize the criteria.
Once the criteria has been finalized, we will update and edit the prioritization spreadsheet to
incorporate the criteria and making it more user friendly and streamlined. We will edit the spreadsheet
such that it will be expanded to include all criteria that can be used to evaluate, score and rank each
crosswalk.
We will also revise and update the process flowchart to include the additional steps of the evaluation
process including the collection of data, conducting checks against the criteria, applying any weighting
factors and ranking the crosswalks based on the criteria.
We will finally revise the prioritization spreadsheet and flowchart based on input received by the BPAC.
Task 1 Deliverables:
• Evaluation Criteria — draft and final
• Updated Prioritization Spreadsheet
• Updated Evaluation Process Flowchart
SCHEDULE
Kimley-Horn is prepared to begin work immediately upon receipt of the notice to proceed (NTP) and
will endeavor to meet your scheduling needs. Kimley-Horn will complete our services in accordance
with the schedule as follows:
Kimley»)Horn
Prepare draft evaluation criteria and list of required data
Prepare final evaluation criteria and updated prioritization
spreadsheet
FEE
Page 2
Three weeks from NTP
Two weeks from receipt of comments on
draft criteria (City and BPAC)
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 $11,700, as shown in the table below. The fees include labor
cost and expenses incurred in performing these services. Other direct expenses, if any are necessary,
will not be incurred without authorization.
Task 1 - Develop Evaluation Criteria and Update Evaluation Process
Expenses
TOTAL
$11,500
$200
$11,700
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: Jeff Stutsman
Extension: x3342
Contractor Name: Kimley Horn and Associates
Contractor's Contact: Kevin Aguigui
Contact's Email: Kevin.Aguigui@kimley-horn.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 ❑
11/17/2016
b. Email contract (in Word) & attachments to City
Atty c/o Laraine.Gittens@cityofsanrafael.org
2 City Attorney a. Review, revise, and comment on draft agreement 11/18/2016 N ETD
and return to Project Manager 11/18/2016 ❑x ETD
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3 Project Manager Forward three (3) originals of final agreement to - ❑
contractor for their signature
4 Project Manager When necessary, * contractor -signed agreement ❑x N/A
agendized for Council approval
*PSA > $20,000; or Purchase > $35,000; or Or ❑
Public Works Contract > $125,000
Date of Council approval Click here to
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�y>.�/rG G J �—
agreement
7 City Attorney Review and approve insurance in PINS, and bonds
(for Public Works Contracts)
8 City Manager/ Mayor Agreement executed by Council authorized official 2,1 2 0//b
9 City Clerk Attest signatures, retains original agreement and /
forwards copies to Project Manager 1 �IsI l 1�3