HomeMy WebLinkAboutPW West End Bike Lane Installation StudyAGREEMENT FOR PROFESSIONAL SERVICES
WITH BKF ENGINEERS
FOR ENGINEERING SERVICES
This Agreement is made and entered into this 10 day of J u V1 t , 2019, by
and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and BKF ENGINEERS, a
California Corporation (hereinafter "CONSULTANT").
RECITALS
WHEREAS, the CITY has determined that professional engineering services are required to
assist the CITY in studying the installation of a bike lane for the West End; and
WHEREAS, the CONSULTANT has agree 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. 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. Jason Kirchmann 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 services outlined in the
CONSULTANT'S proposal entitled "Third Street Rehabilitation: Bike Layout East Avenue to West
End," dated April 10, 2019, and marked as Exhibit "A" attached hereto and incorportated herein.
3. DUTIES OF CITY.
CITY shall compensate CONSULTANT as provided in Paragraph 4, and shall perform the
duties as described in Exhibit "A" attached hereto.
4. COMPENSATION.
For the full performance of the services described herein by CONSULTANT, CITY
shall pay CONSULTANT on a lump -sum basis in a total contract amount not to exceed $7,800.
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices
submitted by CONSULTANT.
5. TERM OF AGREEMENT.
The term of this Agreement shall commence upon the date of execution of this Agreement
and end on December 31, 2019, or on such earlier date 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
(3 0) 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.
The written documents and materials prepared by the CONSULTANT 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, 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, CONSULTANT 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. 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 or worker's compensation
insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers,
agents, employees, and volunteers, as additional insureds (for both ongoing and completed
operations) under the policies.
2. The additional insured coverage under CONSULTANT'S insurance policies
shall be "primary and noncontributory" 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 or 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, CONSULTANT hereby grants to CITY
a waiver of any right to subrogation which any insurer of CONSULTANT may acquire against
CITY by virtue of the payment of any loss under such insurance. CONSULTANT 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. No representation is made that the minimum
Insurance requirements of this agreement are sufficient to cover the obligations of the
CONSULTANT under this agreement.
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
4
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.
11. 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, then, to the extent permitted by law including without limitation, Civil
Code sections 2782, 2782.6 and 2782.8, CONSULTANT shall indemnify and hold harmless the
CITY and its officers, officials, and employees (collectively City Indemnitees) from and against
damages, liabilities or costs (including incidental damages. Court costs, reasonable attorney's fees
as may be determined by the Court, litigation expenses and fees of expert witnesses incurred in
connection therewith and costs of investigation) to the extent they are caused by the negligence,
recklessness, or willful misconduct of CONSULTANT, or any subconsultants, or
subCONSULTANT or anyone directly or indirectly employed by them, or anyone for whom they
are legally liable (collectively Liabilities). Such obligation to hold harmless and indemnify any
indemnity shall not apply to the extent that such Liabilities are caused in part by the negligence or
willful misconduct of such City Indemnitee.
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:
Bill Guerin
Public Works Director
111 Morphew Street
San Rafael, CA 94901
TO CONSULTANT's Project Director: Jason Kirchmann
BKF Engineers
4040 Civic Center Drive, Suite 530
San Rafael, CA 94903
16. INDEPENDENT CONSULTANT.
For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers,
agents and employees shall act in the capacity of an Independent CONSULTANT, 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 CONSULTANT 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.
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. SURVIVAL OF TERMS.
Any terms of this Agreement that by their nature extend beyond the term (or termination) of
this Agreement shall remain in effect until fulfilled, and shall apply to both Parties' respective
successors and assigns.
23. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
24. COUNTERPARTS AND ELECTRONIC SIGNATURE.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one document. Counterpart signature
pages may be delivered by telecopier, email or other means of electronic transmission.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITY OF SAN RAFAEL
�:
BILL UE , D' ctor of Public Works
CONSULTANT
By:
Name: Jason Kirchmann
Title: Vice President
ATTEST:
CONSULTANT is a corporation, add signature of
second corporate officer]
LINDSAY LARA, City Clerk
By:A .Glib G(Aum
APPROVED AS TO FORM: Name: Geoff Coleman
Title: Vice President
P7
ROBERT F. EPSTEIN, Ci Atto y
li�� Elm
B K F 100+
1111M al YEARS
ENGINEERS. SURVEYORS. PLANNERS
BKF No. 20175017
April 10, 2019 Revised
Lauren Davini
City of San Rafael
111 Morphew Street
San Rafael, CA 94901
Transmitted Via Email
Subject: Third Street Rehabilitation: Bike Layout East Avenue to West End
Dear Ms. Davini:
Pursuant to your request, we have prepared this proposal to review the layout of adding a bike lane from East
Avenue to West End on Third Street in downtown San Rafael. Below we have identified each item with the
approximate level of effort needed to address the additional tasks. The following is a list of tasks requested to be
provided by the BKF Team from the City on March 19, 2019 and discussions with the city:
a. Study and prepare 2-3 alternatives that include a bicycle facility from West End to East Street. (12
hours)
b. Provide opinion of probable cost for the 2-3 alternatives from West End to East Street. (2 hours)
c. Update preferred alternative plans for the path based on community meeting and incorporate
these alternatives into the overall 3rd Street preliminary report including community feedback.
d. Update report to include additional community outreach and a section on the path.
e. BKF has budgeted to attend up to two (2) coordination meetings with the City. This includes a
meeting to review updates to the exhibits and plans based on city and community meeting
comments and a meeting to review the city council presentation.
BKF has assumed that these alternatives exclude any work to establish right-of-way; no boundary or property lines
will be shown with any studies or exhibits produced under this contract. The City will prepare and present
alternatives at a community meeting without the assistance of the Design Team.
C40]uIZ-4alf-M[*]-`J
BKF proposes to provide the services on a lump sum basis. We will invoice for our services on a percent complete
basis for a total not to exceed $7,800.
Thank you for the opportunity to present this proposal. Please feel free to contact me at 415-930-7962 if you have
any questions regarding our scope of services.
Respectfully,
BKF Engineers
40X/W�
April Miller, PE
Project Manager
4040 Civic Center Drive Suite 530, San Rafael, CA 94903 — 415.930.7960
BRFI
=■ YEARS
ENGINEERS. SURVEYORS. PLANNERS
TO: City of San Rafael -Public Works Department
111 Morphew Street, San Rafael CA 94901
We are sending you:
Via:
Purpose: ® For Signature
PUBLIC WORKS
MAY 2 8 2019
CITY OF SAN RAFAEL
LETTER TRANSMITTAL
DATE 05.23.2019 1 JOB NO. 20175017-10
ATTENTION Lauren Davini
RE: Third Street Rehabilitation Project
❑ Drawings ❑ Specifications
❑ Overnight ® Regular Mail
❑ For Review/Comment ® For Approval
❑ Reports ® Other
❑ Will Call ❑ Hand Delivery
❑ For Your File ❑ At Your Request
NUMBER
OF COPIES
NUMBER
DATE DESCRIPTION
OF PAGES
3
- 9 A reement for Professional Services
3
04/10/2019 1 Exhibit A
REMARKS:
Lauren,
Attached you will find the three requested copies of the agreement for Professional Services and Exhibit A. Upon execution, please return to us
one copy for our records. If you need anything further at this time, please let us know. Thank you.
i
COPY TO: ATTACHMENTS:
SIGNED: X
('zlk
Hayley Hicks
Project Assistant
200 Fourth Street, Suite 300, Santa Rosa, CA 95401 1 707.583.8500
If enclosures are not as noted, kindly notify us at once.
K:\BKF Forms
RAP
A
WIT H Ply
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: Lauren Davini Extension: 3361
Contractor Name: Jason Kirchmann - BKF Engineers
Contractor's Contact: 415 930 7964 Contact's Email: jkirchmann@bkf.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
❑x
b. Email contract (in Word) and attachments to City
4/11/2019
Attorney c/o Laraine.Gittens@citvofsanrafael.org
❑X
c. Check with City Attorney re Insurance
Requirements for extra small or large projects
2
City Attorney
a. Review, revise, and comment on draft agreement
4/24/2019
❑x LG
and return to Project Manager
4/24/2019
❑x LG
b. Confirm insurance requirements, create Job on
Department Director
PINS, send PINS insurance notice to contractor
❑x _BG_
3
Approval of final agreement form to send to
4/25/2019
contractor
4
Project Manager
Forward three (3) originals of final agreement to
4/25/2019
contractor for their signature
5
Project Manager
When necessary, contractor -signed agreement
❑X N/A
agendized for City Council approval *
*City Council approval required for Professional Services
❑
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
Click here to
PRINT
Project Manager
Date of City Council approval
enter a date.
CONTINUE ROUTING PROCESS WITH HARD COPY
6
Forward signed original agreements to City
req
Attorney with printed copy of this routing form
7
City Attorney
Review and approve hard copy of signed
6Z -7
j h
agreement
8
City Attorney
Review and approve insurance in PINS , and bonds
(for Public Works Contracts)
9
City Manager/ Mayor
Agreement executed by City Council authorized
official
Attest signatures, retains original agreement and
10
City Clerk
forwards copies to Project Manager