HomeMy WebLinkAboutPW B Street Two-Way ConversionAGREEMENT FOR PROFESSIONAL SERVICES
FOR B STREET TWO-WAY CONVERSION
p 7�
This Agreement is made and entered into this D day of , 20,JJby
and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and ADVANCED MOBILITY
GROUP (AMG) (hereinafter "CONSULTANT").
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
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. Joy Bhattacharya 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 perforrn the duties and/or provide services as follows: All project
management, consulting and design services for the B Street Two-way Conversion project detailed
as Tasks 1 through 4 in the proposal dated February 2, 2021 attached hereto as Exhibit "A" and
incorporated herein by reference.
3. DUTIES OF CITY.
CITY shall pay the compensation as provided in Paragraph 4.
4. COMPENSATION.
For the full performance of the services described herein by CONSULTANT, CITY shall
pay CONSULTANT as follows:
On a time and materials basis at the hourly rates shown in the rate schedule attached as part of Exhibit
A, in a total contract amount not -to -exceed $14,880.
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices
submitted by CONSULTANT.
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 approval of the City Manager
the term of this Agreement may be extended for an additional period of up to one (1) year.
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 tennination, 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 tinder 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 perfonnance of its duties underthis 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
2
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.
3
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
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.
4
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
hannless 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 subcontractor
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
5
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 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 CONSULTANT's Project Director:
16. INDEPENDENT CONTRACTOR.
Lauren Davini
City of San Rafael
111 Morphew St
San Rafael, CA 94901
Joy Bhattacharya
3003 Oak Rd. Suite 100
Walnut Creek, CA 94597
For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers,
agents and employees shall act in the capacity of an Independent Contractor, 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 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
R
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 ten -ns 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 teen, covenant or condition of
this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any
other tern, 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
`7
work performed under this Agreement, until CONSULTANT has provided CITY with a completed
Internal Revenue Service For n 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 tenn (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 by electronic signature and 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
JI CH TZ,
Citager
ATTEST:
CONSULTANT
Name: Joy Bhattacharya
Title: Vice President
[If CONSULTANT is a corporation, add signature of
second corporate officer]
^ LINDSAY LARA, City Clerk 114,;j
r By:
Name: Beth Clement
Title: Corporate Board Secretary'
0
APPROVED AS TO FORM:
. LIa, ll -W 4�'
A y ROBERT F. EPS EIN, Cityttomey
z
VFaA . 'I A
February 2, 2021
Lauren Davini, PE
City of San Rafael
111 Morphew Street
San Rafael, CA 94901
Subject: B Street Two -Way Conversion Project
Dear Lauren,
AMG ADVANCED
MOBILITY
GROUP
Advanced Mobility Group is pleased to provide a scope for the B Street Two -Way Conversion
project to upgrade signals and develop signing & striping plans in San Rafael between 5th
Avenue and 2nd Street. The scope of work is presented below:
Scope of Work
Task 1: Base Map
For traffic signal modifications/upgrades, AMG will utilize traffic signal as -built drawings
provided by the City as base maps for the following project intersections:
• B Street & 5th Avenue
• B Street & 4th Street
• B Street & 3rd Street
• B Street & 2nd Street
For signing & striping plans, AMG will utilize aerial imagery and field reconnaissance to capture
existing conditions and develop base linework for the B Street corridor.
Task 2: Field Review
AMG staff will review existing conditions in the field. Items to be documented include, but are
not limited to, the following:
• Traffic sign and post locations
• One -Way signage and associated messaging for removal
• Pavement marking locations and quantities
• Striping details and lengths
• Curb -to -curb widths
• Vehicle lane widths
• Parking lane widths
Advanced Mobility Group 13003 Oak Rd. Suite 100, Walnut Creek, Ca. 94597
- www.amobility.com
Task 3: 60% Design
The design plans will be produced in AutoCAD format using the base maps. The 60% design
plan will show the layout of existing traffic signal equipment, including locations of the signal
controller/cabinet, poles, pedestrian countdown signals, intersection safety lighting, and all
other design elements.
Opinion of probable construction cost (estimate) will be prepared at the 60% design submittal.
The estimate will be based on recent similar bid pricing data available from Caltrans.
Traffic Signal Modifications/Upgrades
Traffic Signal Modification plan sheets will include, but not be limited to, the following:
• Replace existing 8" signals with 12" signals
• Install new pedestrian signal heads
• Modify and reconfigure cabinet wirings
• Install communication and video detection system at 5th Avenue
• Existing poles and cabinets will be used, however AMG will identify locations where
additional signal heads or new mast arm poles are recommended for City review and
approval
Signing & Striping Plans
Signing & Striping plan sheets will be drawn to the scale of 1"= 100' for the B Street corridor
between 5th Avenue and 2nd Street. These sheets will identify all roadway signage and striping
(existing, proposed, and removed).
Deliverables: Electronic 60% plans (PDF) and construction estimate
Task 4: 100% Design
After the City's review of the 60% design documents, AMG will prepare a resolution matrix
based on the 60% design review comments. Once the resolution matrix is accepted, AMG will
proceed and make revisions based on the 60% plans to prepare the 100% plans.
AMG will prepare 100% Traffic Signal Modification and Signing & Striping drawings with a
detailed opinion of probable construction cost estimate incorporating all comments from City
staff.
The Final Plans will be signed by a licensed professional engineer in the State of California and
provided to the City in electronic format.
Deliverables: Electronic Final Plans (PDF) and construction estimate
TASK 5: Construction Support (As needed)
During the construction phase of the project, AMG will provide Construction Support services
to ensure appropriate installation of all proposed equipment.
Deliverables: In-field/remote support during construction phase
Budget
AMG proposes a budget of $14,880 to complete the level of effort outlined above for Task 1 to
Task 4. Task 5 would be performed on an as -needed basis with proper authorization from City
staff.
Please let me know if there are any questions or you need further clarifications.
Best Regards,
Advanced Mobility Group (AMG),
t tX'rF{�rie�(FZ.�
i
Joy Bhattacharya, PE, PTOE
Joy@amobility.com
(415) 688-0024
Y
ADVANCED
MOBILITY
AMGGROUP
AMG Billing Rate Table 2020
Title Hourly Billing
Rate Range
Associate Engineer
160.00 - 185.00
CAV Technology Manager
185.00 -195.00
CAV/Smart Cities Specialist
135.00 - 150.00
Communications Marketing Manager
145.00 - 155.00
Engineering Technician
100.00 - 120.00
President
300.00
Principal
230.00 - 260.00
Project Administrator
100.00 - 130.00
Project Controls Manager
190.00 - 230.00
Project Controls Specialist
145.00 - 160.00
Project Coordinator
100.00 - 150.00
Project Manager
150.00 - 200.00
Senior Consultant
250.00 - 275.00
Senior Engineer
150.00 - 160.00
Senior Project Analyst
150.00 - 165.00
Transit Planner
150.00 - 165.00
Vice President
220.00 - 275.00
hp,Vx RAFq�!
�1
A2
1., yo
'TY WITH PeI`y
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: Iman Kayani for LD Extension: 3352
Contractor Name: Advanced Mobility Group (AMG)
Contractor's Contact: Joy Bhattacharya Contact's Email: joy@amobility.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
2/19/2021
N
2/19/2021
b. Email contract (in Word) and attachments to City
Attorney c/o Laraine.Gittens@cityofsanrafael.org
NLD
2
City Attorney
a. Review, revise, and comment on draft agreement
2/23/2021
N LG
and return to Project Manager
2/23/2021
N LG
b. Confirm insurance requirements, create Job on
PINS, send PINS insurance notice to contractor
3
Department Director
Approval of final agreement form to send to
2/23/2021
N BG
contractor
4
Project Manager
Forward three (3) originals of final agreement to
2/23/2021
NIKK
contractor for their signature
5
Project Manager
When necessary, contractor -signed agreement
N N/A
agendized for City Council approval *
*City Council approval required for Professional Services
NIKK
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
Click here to
Date of City Council approval
enter a date.
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
6
Project Manager
Forward signed original agreements to City
2/25/2021
IKK
Attorney with printed copy of this routing form
7
City Attorney
Review and approve hard copy of signed
agreementjC•�-
8
City Attorney
Review and approve insurance in PINS, and bonds
3/y/V�
(for Public Works Contracts)
9
City Manager/ Mayor
Agreement executed by City Council authorized
3 2,1(
official
10
City Clerk
Attest signatures, retains original agreement and
0
Ail
I#/
forwards copies to Project Manager
-/e