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HomeMy WebLinkAboutPW Tamalpais Avenue Queue Cutter Project 2015 Agenda Item No: 3.d Meeting Date: November 16, 2015 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: Public Works Prepared by: Public Works Director (HY)City Manager Approval: ____ File No.: 18.01.81 TOPIC: AWARD PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES, INC. FOR THE TAMALPAIS AVENUE QUEUE CUTTER IMPROVEMENTS PROJECT. SUBJECT: 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 KIMLEY-HORN AND ASSOCIATES, INC. FOR THE DESIGN OF THE TAMALPAIS AVENUE QUEUE CUTTER IMPROVEMENTS PROJECT AND THE READVERTISING OF THE REGIONAL TRANSPORTATION SYSTEM ENHANCEMENTS PROJECT, IN AN AMOUNT NOT TO EXCEED $164,260. RECOMMENDATION: Staff recommends that the City Council adopt the resolution authorizing the City Manager to execute the professional services agreement with Kimley-Horn and Associates, Inc. BACKGROUND: Sonoma-Marin Area Rail Transit (SMART) is constructing a new commuter rail train to downtown San Rafael with operations beginning in 2016. Ultimately, the rail will continue through San Rafael to Larkspur. The new rail station, which is partially complete at this time, will be located between Third and Fourth Streets. The new rail system in downtown San Rafael will have a profound impact on traffic patterns. There has evolved during that time, making it one of the busiest local areas in Marin County. In addition, t existing traffic signal system is not equipped to work together with the future SMART rail system. Upgrading the majority of the system to include rail pre-emption is essential for bicycle, pedestrian and vehicular safety as well as overall efficiency of the downtown roadway network. As a result of these needs, the Public Works Department initiated the Regional Transportation System Enhancements (RTSE) project to prepare On February 18, 2014, City Council accepted a proposal from Kimley-Horn & Associates, Inc. for the design of the RTSE project after soliciting design proposals from 15 firms. A construction contract for ____________________________________________________________________________________ FOR CITY CLERK ONLY File No.: 4-3-604 Council Meeting: 11/16/2015 Disposition: Resolution 14034 SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2 the RTSE project was recently awarded to Ghilotti Brothers, Inc. and construction is anticipated to commence soon. During the design phase of the RTSE project, it was determined that in order to provide the maximum level of safety at the at-grade rail crossings on Fourth Street, Fifth Avenue, and Mission Avenue, queue cutter signals would be required. Queue cutter signals function similarly to traffic signals but with a specific purpose to keep vehicles from backing up on the rail tracks. This signal system will be able to detect if there is a backup or queueing of vehicles near the rail and change the light to red to prohibit vehicles from waiting on the tracks. This will minimize total pre-emption times as well as minimize the overall impact to the downtown traffic signal network while at the same time ensuring that the grade crossings are as safe as possible. Queue cutter signal improvements include: Installation of queue cutter signals at the three grade crossings; Installation of pre-emption cables between the queue cutter controller and rail signal controller to allow cross communication between City and SMART infrastructure; Installation of count-down pedestrian signal heads at the three queue cutter grade crossings; Installation of service enclosures at all three queue cutter grade crossings; and Development of railroad pre-emption times and traffic signal timing plans for all 20 intersections within the sphere of influence of the grade crossings. In addition to the queue cutter signal installations, civil improvements are included with this project. Civil improvements include: Installation of 11 Americans with Disabilities Act (ADA) compliant curb ramps; Installation of storm drain improvements at the intersection of Tamalpais Avenue and Fifth Avenue; Widening of the sidewalk on the south side of Fourth Street between Hetherton Street and Tamalpais Avenue. This sidewalk work was formerly part of the RTSE scope of work and was transferred to this project due to its proximity to the other civil work to be performed under this contract. Office of Local Assistance regarding the high sensitivity for prehistoric and historical archaeological resources. Caltrans directed the City to conduct extensive subsurface exploration to identify and catalog cultural resources which might be located within the project limits. Following extensive review by Caltrans and the State Historic Preservation Office (SHPO), the RTSE project, which included the queue cutter signal improvements at that time, was determined to have no significant effect on the environment and is categorically exempt from environmental document requirements under the National Environmental Policy Act (NEPA) and the California Environmental Quality Act (CEQA). NEPA approval was granted on April 21, 2015. The Notice of Exemption (NOE) No additional environmental documentation is required for the Tamalpais Avenue Queue Cutter Improvements project as all elements of construction were originally included in the RTSE project environmental scope. SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3 The purpose of the RTSE project and Queue Cutter Improvements Project overlap, and for this reasonthe queue cutter signals were originally planned for construction as part of the RTSE signal improvements. However, in May 2015, the queue cutter signals were separated from the RTSE project scope of work for the following reasons: To avoid delay in advertising the RTSE project and thus postponing construction. In order to obtain Right of Way Certification from Caltrans, and subsequently advertise the project, Caltrans requires copies of design approval from the California Public Utilities Commission (CPUC). As the City was in the early stages of design of the queue cutters, obtaining CPUC approval within a short timeframe was not feasible. Inclusion of the queue cutter signals in the RTSE construction contract would have added at least six months to the entire project. To provide additional time for the consultant and City staff to better understand the complexities surrounding the queue cutter signals and how they integrate with SMART infrastructure. Kimley-Horn & Associates, Inc. is currently designing all improvements associated with the RTSE project. Since the queue cutter portion of the project is similar in scope and requires significant coordination with the RTSE design, they are the logical choice to complete the project and to design the Tamalpais Queue Cutter Improvements. To this end, staff requested a proposal for the design of the Queue Cutter Improvements and for expenses associated with the readvertising of the RTSE project. PUBLIC OUTREACH: Public Works staff has attended various meetings to inform the public about the RTSE and Queue Cutter installation projects, review the potential impacts on traffic during construction, and to provide updates on SMART related construction activity in the downtown area. Meetings attended include: City Council meeting presentation on January 20, 2015; Federation of San Rafael Neighborhoods/North San Rafael Coalition of Residents meeting on June 24, 2015; Bicycle and Pedestrian Advisory Committee (BPAC) on July 1, 2015; Economic Vitality Committee meeting on July 14, 2015; and Citizens Advisory Committee (CAC) meeting on August 6, 2015. FISCAL IMPACT: Policy C- Improvement projects for the City of San Rafael as shown in Exhibit 21 of that document. Item 22 U this project. It is therefore appropriate to utilize Traffic Mitigation funds for this project. At this time, the exact construction costs for the project are not known. The estimated costs are based on recent bids received for the RTSE project and reflect current bidding conditions. Staff will provide a more detailed cost analysis as the design of the queue cutter project is finalized. The following tables summarize funding sources and expenses: Funding Source Funding Source Amount Note(s) Traffic Mitigation Funds, #246 $1,591,000.00 Total Available Funds $1,591,000.00 SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 4 Expenses Category-Eden Expense Code Amount Note(s) Remaining Expenses Kimley-Horn and Associates, Inc.-Queue Cutter, Design-01 $164,260.00 RTSE projects Construction-02 $2,000.00 Document reproduction $1,130,000.00 Estimated base bid contract amount Construction-02 Construction-02 $169,740.00 Construction contingency (approximately 15%) Estimated PG&E engineering and construction fees for electrical services Construction-02 $25,000.00 Estimated miscellaneous construction services and permits (i.e., consultant inspection, materials Construction-02 $100,000.00 testing, SMART Right-of-Entry Permit, etc.) Total Expenses $1,591,000.00 OPTIONS: 1. Adopt the resolution accepting a proposal from Kimley-Horn and Associates, Inc. and authorizing the City Manager to enter into a professional services agreement with Kimley-Horn and Associates, Inc. in an amount not to exceed $164,260. 2. Do not accept the proposal from Kimley-Horn and Associates, Inc. and direct staff to issue a new request for proposals to find a consultant to complete the design. 3. Do not accept the proposal from Kimley-Horn and Associates, Inc. and direct staff to stop work on this project. ACTION REQUIRED: Staff recommends that the City Council adopt the resolution authorizing the City Manager to execute the professional services agreement with Kimley-Horn and Associates, Inc. Enclosures: Resolution Agreement Exhibit A RESOLUTION NO. 14034 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 KIMLEY-HORN AND ASSOCIATES, INC. FOR THE DESIGN OF THE TAMALPAIS AVENUE QUEUE CUTTER IMPROVEMENTS PROJECT AND THE READVERTISING OF THE REGIONAL TRANSPORTATION SYSTEM ENHANCEMENTS PROJECT, IN AN AMOUNT NOT TO EXCEED $164,260. WHEREAS, Sonoma-Marin Area Rail Transit (SMART) is scheduled to begin operations in downtown San Rafael in 2016; and WHEREAS, the Tamalpais Avenue Queue Cutter Improvements Project will install Americans with Disabilities (ADA) compliant pedestrian facilities and install new queue cutter signal equipment preparatory to SMART rail service; and WHEREAS, City staff found that design services from qualified consultants will be required for this project and for the tasks associated with the readvertisement of the Regional Transportation System Enhancements project; and WHEREAS, City staff followed the federal standard procedures for selection of the most which the Tamalpais Avenue Queue Cutter Improvement Project was originally a part; and WHEREAS, the most qualified consultant team is Kimley-Horn and Associates, Inc., with a proposed not-to-exceed fee of $164,260; and WHEREAS, staff has reviewed the Scope of Services from Kimley-Horn and Associates, Inc. dated October 27, 2015, attached hereto as Exhibit A and incorporated herein by reference, and has advised the Council that it is within industry standards and acceptable. 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 Kimley-Horn and Associates, Inc. for the work described in the Scope of Services described in Exhibit A hereto, in a form approved by the City Attorney and in an amount not to exceed $164,260. 2. Funds in the amount of $1,591,000.00 will be appropriated from the Traffic Mitigation Fund (#246) 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 th Council of said City on the 16 day of November, 2015, by the following vote, to wit: AYES: COUNCIL MEMBERS: Bushey, Colin, Gamblin and Vice-Mayor McCullough NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: Mayor Phillips ESTHER C. BEIRNE,City Clerk File No. 18.01.81 AGREEMENT FOR PROFESSIONAL SERVICES WITH 1MVILEY-HORN AND ASSOCIATES, INC. FOR PROFESSIONAL ENGINEERING SERVICES This Agreement is made and entered into this day of "&mJWK , 2015, by and between the CITY OF SAN RAFAEL (hereinafter "CITY'), and KIMLEY-HORN AND ASSOCIATES, INC. (hereinafter "CONTRACTOR") RECITALS WHEREAS, the CITY has determined that additional professional services are required in connection with the Re -Bid of the Regional Transportation System Enhancements Project, and that professional services also are required in connection with the design of the Tamalpais Avenue Queue Cutter Improvements 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. 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 the services outlined in the Scope of Services 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 current fee schedule as described in Exhibit "A" attached and incorporated herein, in an amount not to exceed $164,260. 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 June 30, 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 (3 0) days after termination. 7. OWNERS1, HP 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. S. 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 fiilly 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 tern 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 hi 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 CONTRACTOWs 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. 3 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 insurance carrier shall not cancel, terminate or otherwise modify the terns 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 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. A. Except as otherwise provided in Paragraph B., CONTRACTOR 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 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 tine active negligence or willfid 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 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, fries 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 terns 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 Kevin Aguigui Kimley-Horn and Associates, Inc. 1300 Clay Street, Suite 325 Oakland, CA 94612 M 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 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 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 tern, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other tern, 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. i 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terns 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 CONTRACTOR . hget R',,, , ESTIiER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. 1 ,61�i)pAttorna 8 w Name: Title: V11I Kimlep Horn SCOPE OF WORK RE -BID OF THE REGIONAL TRANSPORTATION SYSTEM PROJECT Task 1: Additional Design This task consists of additional services to include several additional project elements including: • Replacement of existing traffic signal interconnect cable; • Additional traffic controller cabinet upgrades; • Additional field reviews and coordination with SMART (civil elements); • Additional meetings and field reviews with Caltrans Environmental; • Preparation of Landscape and Irrigation Plans. The additional effort consists of preparing additional plan sheets, revising technical specifications to include additional bid items and revising the engineer's estimate for the items listed. The additional plan sheets include design plans and additional construction details. The additional meetings include coordination with Caltrans Environmental including field reviews with staff as reviews were being conducted on the environmental documents. The coordination with SMART includes design modifications to accommodate those civil elements that have been constructed by SMART and coordination with the RTSE civil designs. Additionally, the Landscape and Irrigation Plans included details for the tie into the irrigation system to be installed by the Puerto Suello project. Task 2: Preparation of Re -Bid Documents This tasks includes the effort to analyze the original bid and determine the high cost items for the RTSE project. Based on that assessment, Kimley-Horn will coordinate with the City on the desired modifications to the design plans, technical specifications and cost estimate to produce a revised PS&E document set for re -advertising. TAMALPAIS AVENUE QUEUE CUTTER IMPROVEMENTS PROJECT Task 1: Prepare Concept and Detailed Designs Kimley-Horn will prepare the concept and detailed designs (plans, specifications and estimate) for the queue cutters including poles, pull boxes, conduits, changeable message signs, conductors, cabinets, interfaces with SMART for railroad preemption, sidewalks, curb ramps, pavement marking, signs and tree wells. The designs will include all design details 1300 Cla Street. S ite 325,'Oa 'land CA 94612 / 5,10 625^07,12 imley>» Horn Page 2 for the installation of the queue cutter signal and civil elements. The design will include the City's custom poles and mast arms. Kimley-Horn will prepare the conductor and equipment schedules for the queue cutters. Existing utilities including water lines/laterals, electric lines/vaults, sanitary sewers, and storm drains will also be shown on the plans. Kimley-Horn will prepare a preliminary engineer's opinion of probable construction cost based on recent bid results available for similar projects in the City. The estimate will be in the format of a bid item listing. Kimley-Horn will prepare the Technical Specifications and Special Provisions for inclusion into the overall project bid package. The Technical Specifications will be written in the format of the 2010 Caltrans Standard Specifications. Deliverables: Design Plans (75%, 100% and Final stages) Technical Specification (100% and Final stages) Engineer's Estimate (100% and Final stages) Task 2: Coordination with Agencies Kimley-Horn will coordinate with the regulatory agencies that are required to review and approve of the proposed queue cutter design and related modifications including SMART and the CPUC. For this task, Kimley-Horn will meet with CPUC and SMART as needed to coordinate the reviews and approvals for the intersection modifications including the preparation of the railroad preemption calculations at all three queue cutter locations and the preparation of the GO 88-B application package (one for each queue cutter). Deliverables: Preemption Calculations GO 88-B Application Packages Task 3: Design Services During Construction Kimley-Horn will provide design support during the construction phase of this project on an as -needed basis. The services include attendance at the pre -construction meeting, reviewing submittals and shop drawings, as required in the project Special Provisions, attending field meetings, responding to RFIs to provide clarification of plans and/or specifications (assumed up to five RFIs), and conducting a field review to prepare a punch list when there has substantial completion. Kimley-Horn will review up to two (2) Contract Change Orders (CCO) for design changes as part of this task. Kimley-Horn shall have no responsibility for any contractor's means, methods, techniques, equipment choice and usage, sequence, schedule, safety programs, or Kide »> Horn Page 3 safety practices, nor shall Kimley-Horn have any authority or responsibility to stop or direct the work of any contractor. Kimley-Horn's visits (assumed up to three site visits) will be for the purpose of endeavoring to provide the City a greater degree of confidence that the completed work of its contractors will generally conform to the construction documents prepared by Kimley-Horn, and Kimley-Horn neither guarantees the performance of contractors, nor assumes responsibility for any contractor's failure to perform its work in accordance with the contract documents. We have also included the preparation of record drawings as part of this task. These efforts include the preparation of record drawings of the traffic signals upgrades, civil improvements and signal interconnect from the City's Public Works' Inspector and the Contractor's redlined plans for each plan sheet. Kimley-Horn will submit the "Record Drawings" to the City on reproducible mylars and provide the project drawings in AutoCAD format (2009 version or later). Deliverables: • Pre -construction meeting agenda and minutes • Responses to RFIs • Assistance with reviews and responses to contract change orders • Record Drawings Task 4: Preemption Timings Kimley-Horn will prepare the railroad preemption signal timings in the downtown area including the queue cutters and adjacent traffic signals (up to 12 locations). This includes preparing the timing parameters, entering the parameters in the traffic controllers and running tests locally at the controller cabinets (without trains). Kimley-Horn will coordinate closely with the controller manufacturer and other City support staff on the development, input and local testing of the timings. Once the preemption timings have been tested locally, Kimley-Horn will coordinate with SMART and the City on running tests between the SMART railroad cabinet and the traffic controller cabinet with the preemption timings. During these tests, Kimley-Horn will observe and fine tune the preemption timings as needed to optimize the traffic signal operations. Deliverable: • Preemption Signal Timings Task 5: Preemption Signal Timing Plans Kimley-Horn will prepare the signal timing and coordination plans that will operate in conjunction with the railroad preemption operations. The purpose of these timing plans is to provide signal timings that will serve traffic at those locations not operating with preemption when preemption is operating in the downtown area due to SMART train arrivals. The signal i o UIoA o 1'300 C�a Street Sui e 32�, Oa an�tl� SCR 946 2 "11 Kimlep Horn Page 4 timing plans will be prepared for those intersections in the downtown area that will not operate with railroad preemption, but will be impacted by preemption operations (up to 8 locations) This effort includes preparing the timing plans, entering the timings in the traffic controllers, and conducting testing and field fine tuning of the timing plans when there are preemption operations in place at the intersections that will operate with preemption. We have assumed that up to four weekday peak period timing plans will be prepared under this task (AM, Midday, PM and off-peak). The field fine tunings of the timings may be performed in conjunction with the testing and fine tunings of the preemption timings (under Task 4). We have assumed that others will collect any new traffic counts for use with the development of the timing plans under this task. Deliverable: • Preemption Signal Timing Plans FEE ESTIMATE Our estimated fee to perform the services described above is $164,260. The table below summarizes the costs per task which includes all administrative costs and direct expenses. � A, ^' f- 1'-T--r-n-" T- - .., .. fn Re -Bid of the Regional Transportation System Enhancements 1 Additional Design and Field Reviews/Meetings 2 Preparation of Re -Bid Documents Tamalpais Avenue Queue Cutter Improvements 1 Prepare Concept and Detailed Designs 2 Coordination with Agencies 3 Design Services During Construction 4 Preemption Timings 5 Preemption Signal Timing Plans Direct Expenses TOTAL: iml�i`h�rn�,Ca $31,000 $4,000 $48,000 $12,100 $17,490 $26,640 $24,160 $870 $164,260 15 �6�2 Kimley>»Horn Page 5 Thank you for the opportunity to provide these services. Please contact me directly if there are 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.aauiouie.kimlev-horn.com. Sincerely, Kevin Aguigui, P.E., E.E., CSEP Project Manager PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all vrofessional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description ° Completion Department Date 1 City Attorney Review, revise, and comment on draft agreement. 2 Contracting Department Forward final agreement to contractor for 0 VC pro tv r'^^ their signature. Obtain at least two signed -fA-yaa wikt -o originals from contractor. Gr 3 Contracting Department Agendize contractor -signed agreement for Amp^1 I Council approval, if Council approval CX, .-/- i I necessary (as defined by City Attorney/City Ordinance*). 0 v? r�ra` 4 City Attorney Review and approve form of agreement; �' bonds, and insurance certificates and �p'� .- t7 endorsements. 5 City Manager / Mayor / or Agreement executed by Council authorized Department Head official. 6 City Clerk City Clerk attests signatures, retains original g. agreement and forwards copies to the contracting department. To be completed by Contracting Department: Project Manager: Dean Allison Project Name: RTSE Proiect-Tamalpais Avenue Queue Cutter Improvements Proiect (Kimlev-Horn) Agendized for City Council Meeting of (if necessary): o%r_ it 116 11 �' FPPC : ❑ , check if required If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is required if contract is over $20,000 on a cumulative basis. ROUTING SLIP / APPROVAL FORM INSTRUCTIONS: Use this cover sheet with each submittal of a staff report before approval by the City Council. Save staff report (including this cover sheet) along with all related attachments in the Team Drive (T:) 4 CITY COUNCIL AGENDA ITEMS --> AGENDA ITEM APPROVAL PROCESS -> [DEPT - AGENDA TOPIC] Agenda Item # Date of Meeting: 11/16/2015 From: Dean Allison Department: Public Works Date: 11/5/2015 Topic: AWARD PROFESSIONAL SERVICES AGREEMENT WITH KIMLEY-HORN AND ASSOCIATES, INC. FOR THE TAMALPAIS AVENUE QUEUE CUTTER IMPROVEMENTS PROJECT. Subject: 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 KIMLEY-HORN AND ASSOCIATES, INC. FOR THE DESIGN OF THE TAMALPAIS AVENUE QUEUE CUTTER IMPROVEMENTS PROJECT IN AN AMOUNT NOT TO EXCEED $129,260. Type: ® Resolution ❑ Ordinance ❑ Professional Services Agreement ❑ Other: APPROVALS ® Finance Director Remarks: Van -no change ® City Attorney Remarks: LG -Approved 11/5/15 with minor changes. ® Author, review and accept City Attorney / Finance changes Remarks: all changes have been accepted - LB M City Manager Remarks: FOR CITY CLERK ONLY File No.• Council Meeting: Disposition: AGREEMENT FOR PROFESSIONAL SERVICES WITH IQNILEY-HORN AND ASSOCIATES, INC. FOR PROFESSIONAL ENGINEERING SERVICES This Agreement is made and entered into this day of , 2015, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and IQMLEY-HORN AND ASSOCIATES, INC. (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY has determined that professional consulting services are required for design of the Tamalpais Avenue Queue Cutter Improvements Project; and WHEREAS, the CONTRACTOR has offered to render such professional services in connection with this project. 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 outlined in the proposal from CONTRACTOR dated October 27, 2015, marked Exhibit "A," attached hereto, and incorporated herein. 3. DUTIES OF CITY. CITY 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 current fee schedule as described in Exhibit "A" attached and incorporated herein, in an amount not to exceed $129,260. 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 be from the date of execution until the project is accepted as complete by the CITY. 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 convect 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 (3 0) days after termination. 7. OWNERSIH' 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. E 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: 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 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, 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 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 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. 4 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., CONTRACTOR 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 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 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 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: TO CONTRACTOR's Project Director: 16. INDEPENDENT CONTRACTOR. Dean Allison Director of Public Works City of San Rafael 111 Morphew Street San Rafael, CA 94901 Kevin Aguigui Kimley-Horn and Associates, Inc. 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. 6 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. 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. 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. V1 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 CONTRACTOR By: . JIM SCHUTZ, City Manager ATTEST: ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: ROBERT F. EPSTEIN, City Attorney 8 u om- Kimley)))Horn October 27, 2015 Leslie Blomquist, P.E. City of San Rafael Department of Public Works 111 Morphew Street San Rafael, CA 94901 RE: Tamalpais Avenue Queue Cutter Improvements Project — Scope of Services dated 10/27/2015 We are pleased to submit our proposal for professional services as part of the Tamalpais Avenue Queue Cutter Improvements project. The following Scope of Work and Fee Estimate is based on our understanding of the project and our team's experience in the deliverables from similar City projects. Scope of Services TASK 1: PREPARE CONCEPT AND DETAILED DESIGNS Kimley-Hom will prepare the concept and detailed designs (plans, specifications and estimate) for the queue cutters including poles, pull boxes, conduits, changeable message signs, conductors, cabinets, interfaces with SMART for railroad preemption, sidewalks, curb ramps, pavement marking, signs and tree wells. The designs will include all design details for the installation of the queue cutter signal and civil elements. The design will include the City's custom poles and mast arms. Kimley-Horn will prepare the conductor and equipment schedules for the queue cutters. Existing utilities including water lines/laterals, electric lines/vaults, sanitary sewers, and storm drains will also be shown on the plans. Kimley-Horn will prepare a preliminary engineer's opinion of probable construction cost based on recent bid results available for similar projects in the City. The estimate will be in the format of a bid item listing. Kimley-Horn will prepare the Technical Specifications and Special Provisions for inclusion into the overall project bid package. The Technical Specifications will be written in the format of the 2010 Caltrans Standard Specifications. Deliverables: Design Plans (75%, 100% and Final stages) Technical Specification (100% and Final stages) Engineer's Estimate (100% and Final stages) 51 0 625 0712% TASK 2: COORDINATION WITH AGENCIES Page 2 Kimley-Horn will coordinate with the regulatory agencies that are required to review and approve of the proposed queue cutter design and related modifications including SMART and the CPUC. For this task, Kimley-Horn will meet with CPUC and SMART as needed to coordinate the reviews and approvals for the intersection modifications including the preparation of the railroad preemption calculations at all three queue cutter locations and the preparation of the GO 88-B application package (one for each queue cutter). Deliverables: • Preemption Calculations • GO 88-B Application Packages TASK 3: DESIGN SERVICES DURING CONSTRUCTION Kimley-Horn will provide design support during the construction phase of this project on an as -needed basis. The services include attendance at the pre -construction meeting, reviewing submittals and shop drawings, as required in the project Special Provisions, attending field meetings, responding to RFIs to provide clarification of plans and/or specifications (assumed up to five RFIs), and conducting a field review to prepare a punch list when there has substantial completion. Kimley-Horn will review up to two (2) Contract Change Orders (CCO) for design changes as part of this task. Kimley-Horn shall have no responsibility for any contractor's means, methods, techniques, equipment choice and usage, sequence, schedule, safety programs, or safety practices, nor shall Kimley-Horn have any authority or responsibility to stop or direct the work of any contractor. Kimley-Horn's visits (assumed up to three site visits) will be for the purpose of endeavoring to provide the City a greater degree of confidence that the completed work of its contractors will generally conform to the construction documents prepared by Kimley-Hom, and Kimley-Horn neither guarantees the performance of contractors, nor assumes responsibility for any contractor's failure to perform its work in accordance with the contract documents. We have also included the preparation of record drawings as part of this task. These efforts include the preparation of record drawings of the traffic signals upgrades, civil improvements and signal interconnect from the City's Public Works' Inspector and the Contractor's redlined plans for each plan sheet. Kimley-Horn will submit the "Record Drawings" to the City on reproducible mylars and provide the project drawings in AutoCAD format (2009 version or later). Deliverables: • Pre -construction meeting agenda and minutes • Responses to RFIs • Assistance with reviews and responses to contract change orders • Record Drawings ro1F73 PT 300 ,1a Street Suite' -3; 5 i' ak and mK CA �oearm✓�nUsu�Uvy��mt�rn�rv�n�wi6y�✓rv,vlrrrro���a�t��m�rhr�r.61�1A.. Kimley *Horn TASK 4: PREEMPTION TIMINGS Page 3 Kimley-Horn will prepare the railroad preemption signal timings in the downtown area including the queue cutters and adjacent traffic signals (up to 12 locations). This includes preparing the timing parameters, entering the parameters in the traffic controllers and running tests locally at the controller cabinets (without trains). Kimley-Horn will coordinate closely with the controller manufacturer and other City support staff on the development, input and local testing of the timings. Once the preemption timings have been tested locally, Kimley-Horn will coordinate with SMART and the City on running tests between the SMART railroad cabinet and the traffic controller cabinet with the preemption timings. During these tests, Kimley-Horn will observe and fine tune the preemption timings as needed to optimize the traffic signal operations. Deliverable: • Preemption Signal Timings TASK 5: PREEMPTION SIGNAL TIMING PLANS Kimley-Horn will prepare the signal timing and coordination plans that will operate in conjunction with the railroad preemption operations. The purpose of these timing plans is to provide signal timings that will serve traffic at those locations not operating with preemption when preemption is operating in the downtown area due to SMART train arrivals. The signal timing plans will be prepared for those intersections in the downtown area that will not operate with railroad preemption, but will be impacted by preemption operations (up to 8 locations). This effort includes preparing the timing plans, entering the timings in the traffic controllers, and conducting testing and field fine tuning of the timing plans when there are preemption operations in place at the intersections that will operate with preemption. We have assumed that up to four weekday peak period timing plans will be prepared under this task (AM, Midday, PM and off-peak). The field fine tunings of the timings may be performed in conjunction with the testing and fine tunings of the preemption timings (under Task 4). We have assumed that others will collect any new traffic counts for use with the development of the timing plans under this task. Deliverable: • Preemption Signal Timing Plans Fee Estimate Our estimated fee to perform the additional services described above is $129,260. The table below summarizes the cost per task which includes all administrative costs and direct expenses. �e�oy tr�,et, u�� Oa,ciard,Aai2 1 Prepare Concept and Detailed Designs $48,000 2 Coordination with Agencies $12,100 3 Design Services During Construction $17,490 4 Preemption Timings $26,640 5 Preemption Signal Timing Plans $24,160 Direct Expenses $870 L- .................................................... TOTAL: $129,260 Page 4 Thank you for the opportunity to provide these services. Please contact me directly if there are 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.aouioui(cDkimiev-horn.com. Sincerely, Kevin Aguigui, P.E., E.E., CSEP Project Manager 13Q0,Gla' rt/a , rrrrrf ar,iS rorr'n iti o ii riu„loumr coin rla rrili»r,Jrof%l �rlf l� (/�Yr1r,Y %% /l 11(i"i5 (71 .�.Gr`'. r� JllrJ,hA,%rrNr,o�Il,��ae1G,//iN;P�rY�k',k��D101U116..... r�......9N„./®1NH�L'd...10111//Li!Ir�JUla;,i