HomeMy WebLinkAboutPW San Rafael High School Pedestrian Crosswalk____________________________________________________________________________________
FOR CITY CLERK ONLY
Council Meeting: August 17, 2020
Disposition: Resolutions 14849 and 14850
Agenda Item No: 4.c
Meeting Date: August 17, 2020
SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: Public Works
Prepared by: Bill Guerin,
Director of Public Works
City Manager Approval: _______
TOPIC: SAN RAFAEL HIGH SCHOOL PEDESTRIAN CROSSWALK
SUBJECT: RESOLUTIONS RELATED TO THE THIRD STREET PEDESTRIAN
CROSSWALK IMPROVEMENTS PROJECT, CITY PROJECT NO. 11354:
1.RESOLUTION AWARDING AND AUTHORIZING THE CITY MANAGER TO
EXECUTE A CONSTRUCTION AGREEMENT FOR THE THIRD STREET
PEDESTRIAN CROSSWALK IMPROVEMENTS PROJECT WITH SPOSETO
ENGINEERING, INC. IN THE AMOUNT OF $389,939 AND AUTHORIZING
CONTINGENCY FUNDS IN THE AMOUNT OF $60,061 FOR A TOTAL
APPROPRIATED AMOUNT OF $450,000
2.RESOLUTION APPROVING AND AUTHORIZING THE CITY MANAGER TO
EXECUTE A MEMORANDUM OF UNDERSTANDING WITH SAN RAFAEL CITY
SCHOOLS REGARDING COOPERATION ON CONSTRUCTION OF THE THIRD
STREET PEDESTRIAN CROSSWALK IMPROVEMENTS
RECOMMENDATION: Staff recommends that the City Council:
1.Adopt the resolution awarding and authorizing the City Manager to execute a construction
agreement with Sposeto Engineering, Inc. in the amount of $389,939 and authorizing
contingency funds in the amount of $60,061.
2.Adopt the resolution authorizing the City Manager to execute a Memorandum of
Understanding (MOU) with the San Rafael City Schools regarding cooperation on
construction of the Third Street Pedestrian Crosswalk Improvements Project (Crosswalk
Project).
B ACKGROUND: San Rafael High School, located at 150 Third Street, is one of two high schools
located in San Rafael. Third Street is impacted by the large number of students crossing this
busy corridor throughout the day. To increase the safety of all pedestrians in this area, specifically
students, the City and San Rafael City Schools (SRCS) desire to partner to construct a pedestrian
crosswalk between the high school and Montecito Plaza shopping center on Third Street.
In 2019, SRCS responded to a call for applications issued by the Transportation Authority of Marin
(TAM) for grant funding under the Safe Pathways to School program. On October 24, 2019, the
TAM Board of Commissioners approved funding of SRCS’s application in the amount of $400,000
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
to fund the Crosswalk Project. With grant funding secured, SRCS retained a consultant to secure
environmental clearance under the California Environmental Quality Act (CEQA) and prepare
engineering drawings. SRCS spent approximately $67,000 on this work. To capitalize on the
City’s expertise in delivering construction projects in the public right of way, SRCS has requested
the City administer the construction phase of the Crosswalk Project using the remaining grant
funds received by SRCS.
ANALYSIS: In addition to the actual construction contract, staff proposes to enter into an MOU
delineating the roles and responsibilities for the project between the City and SRCS. Therefore,
staff is recommending the City Council approve two separate agreements, as set forth below.
1. Resolution re Award of Construction Contract
On June 25, 2020, the project was advertised in accordance with San Rafael’s Municipal Code
and on July 29, 2020 at 10:30 AM, the following bids were received:
NAME OF BIDDER AMOUNT
Sposeto Engineering, Inc. $389,939.00
FBD Vanguard Construction, Inc. $416,247.00
ERA.CO $424,509.60
CF Contracting $436,244.00
Ghilotti Bros, Inc. $437,447.00
Kerek Engineering, Inc. $498,625.00
The construction bids have been reviewed by Public Works staff and the low bid from Sposeto
Engineering, Inc., in the amount of $389,939, was found to be both responsive and responsible.
City staff recommend awarding the construction contract to Sposeto Engineering, Inc. for the bid
amount, and recommend the City Council authorize a construction contingency of approximately
15 percent for the project in an amount of $60,061.
The recommended resolution (Attachment 1) therefore authorizes a construction budget of
$450,000 ($389,939 + $60,061 in contingency funds).
2. Resolution re Memorandum of Understanding with San Rafael City Schools
The City has agreed to provide staff time to manage the construction contract as well as
participate financially in the project. The City and SRCS developed an MOU to memorialize their
respective rights and obligations with respect to construction of the project (Attachment 4). Key
elements of the MOU include:
• SRCS will commit the full $400,000 TAM grant to help deliver the Crosswalk Project.
However, project expenses including design work, construction, and construction
management, will exceed the grant funding. The City and SRCS agree to share expenses
above and beyond the grant funding equally between the City and SRCS. To date, SRCS
has expended approximately $67,000 for design and environmental work. Therefore, the
anticipated total cost of the project is approximately $517,000. $400,000 will be paid for
through the TAM grant and the balance will be split 50/50 between the City and SRCS, or
approximately $58,500 each.
• The City will administer the construction contract.
The recommended resolution (Attachment 3) authorizes the City Manager to execute the MOU
subject to final approval as to form by the City Attorney.
SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 3
PUBLIC OUTREACH: City staff have reached out to the Point San Pedro Road Coalition, Villa
Real Homeowners Association, Montecito Area Residents Association, and the ownership of
Montecito Shopping Center Coalition. The School Board, which includes parents and the
principal, have also been notified of this upcoming project.
If the City Council approves this project to proceed, Public Works will renew outreach by
contacting affected neighbors, businesses, and other groups to ensure that the public is aware of
the upcoming construction project. This will be accomplished using various social media
channels, the City website, and changeable message signs located near the project site.
FISCAL IMPACT: Staff recommends the City Council approve a contract amount of $389,939
and a contingency amount of $60,061 for a total of $450,000. Though the City is entering into the
contract with Sposeto Engineering, SRCS has agreed to provide funding for $400,000 and for half
of the cost in excess of that amount. Staff proposes an increase to appropriations in Gas Tax
Funds (Fund#206) of $450,000 to fund this project, of which $400,000 will be reimbursed by
SRCS.
OPTIONS:
1. Adopt the resolutions as presented, awarding the construction contract to Sposeto
Engineering, Inc. and authorizing the MOU with SRCS.
2. Do not award the contract and direct staff to rebid the project. If this option is chosen,
rebidding will delay construction by approximately two months and will not jeopardize the
grant funding.
3. Do not award the contract and direct staff to stop work on the project. If the City does not
advance the project into construction, the grant will expire, and SRCS will lose the funding.
ATTACHMENT:
1. Resolution Awarding Construction Contract to Sposeto Engineering, Inc.
2. Draft Construction Contract with Sposeto Engineering, Inc.
3. Resolution Authorizing Execution of a MOU with SRCS
4. Exhibit 1 to Resolution: MOU and corresponding Exhibit A (“Project Plans”)
RESOLUTION NO. 14849
RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AWARDING AND
AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSTRUCTION
AGREEMENT FOR THE THIRD STREET PEDESTRIAN CROSSWALK
IMPROVEMENTS PROJECT WITH SPOSETO ENGINEERING, INC., IN THE AMOUNT
OF $389,939, AND AUTHORIZING CONTINGENCY FUNDS IN THE AMOUNT OF
$60,061 FOR A TOTAL APPROPRIATED AMOUNT OF $450,000
WHEREAS, on the 16th day of July 2020, pursuant to due and legal notice
published in the manner provided by law, inviting sealed bids or proposals for the work
hereinafter mentioned, as more fully appears from the Affidavit of Publication thereof on
file in the office of the City Clerk of the City of San Rafael, California, the City Clerk of
said City did publicly open, examine, and declare all sealed bids or proposals for doing
the following work in said City, to wit:
“Third Street Pedestrian Crosswalk Improvements”
City Project No. 11354
in accordance with the plans and specifications therefore on file in the office of the
Department of Public Works; and
WHEREAS, the bid of $389,939 from Sposeto Engineering, Inc., at the unit prices
stated in its bid, was and is the lowest and best bid for said work and said bidder is the
lowest responsible bidder; and
WHEREAS, staff has recommended that the project budget include a contingency
amount of $60,061;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
RESOLVES as follows:
1. The bid of Sposeto Engineering, Inc. is hereby accepted at the unit prices
stated in its bid, and the contract for said work and improvements is hereby
awarded to Sposeto Engineering, Inc., at the stated unit prices.
2. The City Manager is authorized and directed to execute a contract with
Sposeto Engineering, Inc., for the bid amount, subject to final approval as
to form by the City Attorney, and to return the bidder’s bond upon the
execution of the contract.
3. Funds totaling $400,000 will be appropriated for this project from the City
Gas Tax Fund #206 and will be reimbursed by the City and San Rafael
City Schools through the Transportation Authority of Marin (TAM) Safe
Pathways to School Program grant.
4. Funds totaling $50,000 will be appropriated for this project from City Gas
Tax Fund #206 to support the project above and beyond the TAM grant
funding.
5. 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, LINDSAY LARA, 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 City
Council of said City held on Monday, the 17th day of August 2020 by the following vote,
to wit:
AYES: COUNCILMEMBERS: Bushey, Colin, Gamblin, McCullough & Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
______
LINDSAY LARA, City Clerk
Contract
This public works contract ("Contract") is entered into by and between the City of San Rafael ("City") and
Sposeto Engineering, Inc. ("Contractor"), for work on the Third Street Pedestrian Improvements Project
("Project").
The parties agree as follows:
1. Award of Contract. In response to the Notice Inviting Bids, Contractor has submitted a Bid
Proposal to perform the Work to construct the Project. On August 17, 2020, City authorized award
of this Contract to Contractor for the amount set forth in Section 4, below.
2. Contract Documents. The Contract Documents incorporated into this Contract include and are
comprised of all of the documents listed below. The definitions provided in Article 1 of the General
Conditions apply to all of the Contract Documents, including this Contract.
2.1 Notice Inviting Bids;
2.2 Instructions to Bidders;
2.3 Addenda, if any;
2.4 Bid Proposal and attachments thereto;
2.5 Contract;
2.6 Payment and Performance Bonds;
2.7 General Conditions;
2.8 Special Conditions;
2.9 Project Plans and Specifications;
2.10 Change Orders, if any;
2.11 Notice of Award;
2.12 Notice to Proceed;
2.13 Uniform Standards All Cities and County of Marin (available online at:
haps://www.madncou nty.org/-/media/files/departments/r)w/ena ineering/2018-ucs-complete-
set.pdf?la=en); and
2.14 The following: No Other Documents
3. Contractor's Obligations. Contractor will perform all of the Work required for the Project, as
specked in the Contract Documents. Contractor must provide, furnish, and supply all things
necessary and incidental for the timely performance and completion of the Work, including all
necessary labor, materials, supplies, tools, equipment, transportation, onsite facilities, and utilities,
unless otherwise specified in the Contract Documents. Contractor must use its best efforts to
diligently prosecute and complete the Work in a professional and expeditious manner and to meet
or exceed the performance standards required by the Contract Documents, and in full compliance
with Laws.
4. Payment. As full and complete compensation for Contractor's timely performance and completion
of the Work in strict accordance with the terms and conditions of the Contract Documents, City will
pay Contractor $389,939 ("Contract Price") for all of Contractor's direct and indirect costs to perform
the Work, including all labor, materials, supplies, equipment, taxes, insurance, bonds and all
overhead costs, in accordance with the payment provisions in the General Conditions.
5. Time for Completion. Contractor will fully complete the Work for the Project within 40 working
days from the commencement date given in the Notice to Proceed ("Contract Time"). By signing
below, Contractor expressly waives any claim for delayed early completion.
6. Liquidated Damages. If Contractor fails to complete the Work within the Contract Time, City will
assess liquidated damages in the amount of $500 per day for each day of unexcused delay in
Third St Pedestrian Crosswalk Improvements 2020 Form CONTRACT
City Project No. 11354 Pagel
SR City Attomey Approved 1/30/2020
completion, and such liquidated damages may be deducted from City's payments due or to become
due to Contractor under this Contract.
7. Labor Code Compliance.
7.1 General. This Contract is subject to all applicable requirements of Chapter 1 of Part 7 of
Division 2 of the Labor Code, including requirements pertaining to wages, working hours
and workers' compensation insurance, as further specified in Article 9 of the General
Conditions.
7.2 Prevailing Wages. This Project is subject to the prevailing wage requirements applicable
to the locality in which the Work is to be performed for each craft, classification or type of
worker needed to perform the Work, including employer payments for health and welfare,
pension, vacation, apprenticeship and similar purposes. Copies of these prevailing rates
are available online at hftp://www.dir.ca.gov/DLSR.
7.3 DIR Registration. City may not enter into the Contract with a bidder without proof that the
bidder and its Subcontractors are registered with the California Department of Industrial
Relations to perform public work pursuant to Labor Code § 1725.5, subject to limited legal
exceptions.
8. Workers' Compensation Certification. Pursuant to Labor Code § 1861, by signing this Contract,
Contractor certifies as follows: "I am aware of the provisions of Labor Code § 3700 which require
every employer to be insured against liability for workers' compensation or to undertake self-
insurance in accordance with the provisions of that code, and I will comply with such provisions
before commencing the performance of the Work on this Contract."
9. Conflicts of Interest. Contractor, its employees, Subcontractors and agents, may not have,
maintain or acquire a conflict of interest in relation to this Contract in violation of any City ordinance
or requirement, or in violation of any California law, including Government Code § 1090 at seq., or
the Political Reform Act, as set forth in Government Code § 81000 et seq. and its accompanying
regulations. Any violation of this Section constitutes a material breach of the Contract.
10. Independent Contractor. Contractor is an independent contractor under this Contract and will have
control of the Work and the means and methods by which it is performed. Contractor and its
Subcontractors are not employees of City and are not entitled to participate in any health, retirement, or
any other employee benefits from City.
Third St Pedestrian Crosswalk Improvements 2020 Form CONTRACT
City Project No. 11354 Page 2
SR City Attomey Approved 1/30/2020
11. Notice. Any notice, billing, or payment required by or pursuant to the Contract Documents must be
made in writing, signed, dated and sent to the other party by personal delivery, U.S. Mail, a reliable
overnight delivery service, or by email as a PDF file. Notice is deemed effective upon delivery,
except that service by U.S. Mail is deemed effective on the second working day after deposit for
delivery. Notice for each party must be given as follows:
City:
City Clerk's Office
1400 Fifth Avenue, Room 209
San Rafael, CA 94901
Attn: City Clerk
Copy to: Director of Public Works
Email: Bill.Guerin(cDcitvofsanrafael.or
Contractor:
Name:
Sposeto Engineering, Inc.
Address:
4558 Contractors Place
City/State/Zip:
Livermore, CA 94551
Phone:
(925) 443-4200
Attn:
John P. Sposeto
Email:
johns@sposetoengineering.com
12. General Provisions.
12.1 Assignment and Successors. Contractor may not assign its rights or obligations under
this Contract, in part or in whole, without City's written consent. This Contract is binding on
Contractor's and City's lawful heirs, successors and permitted assigns.
12.2 Third Party Beneficiaries. There are no intended third -party beneficiaries to this Contract.
12.3 Governing Law and Venue. This Contract will be governed by California law and venue
will be in the Marin County Superior Court, and no other place. Contractor waives any right
it may have pursuant to Code of Civil Procedure § 394, to file a motion to transfer any
action arising from or relating to this Contract to a venue outside of Marin County,
California.
12.4 Amendment. No amendment or modification of this Contract will be binding unless it is in
a writing duly authorized and signed by the parties to this Contract.
12.5 Integration. This Contract and the Contract Documents incorporated herein, including
authorized amendments or Change Orders thereto, constitute the final, complete, and
exclusive terms of the agreement between City and Contractor.
12.6 Severability. If any provision of the Contract Documents is determined to be illegal,
invalid, or unenforceable, in whole or in part, the remaining provisions of the Contract
Documents will remain in full force and effect.
12.7 Iran Contracting Act. If the Contract Price exceeds $1,000,000, Contractor certifies, by
signing below, that it is not identified on a list created under the Iran Contracting Act, Public
Contract Code § 2200 at seq. (the "Act*), as a person engaging in investment activities in
Iran, as defined in the Act, or is otherwise expressly exempt under the Act.
Third St Pedestrian Crosswalk Improvements 2020 Form CONTRACT
City Project No. 11354 Page 3
SR City Attomey Approved 1/3012020
12.8 Authorization. Each individual signing below warrants that he or she is authorized to do
so by the party that he or she represents, and that this Contract is legally binding on that
party. If Contractor is a corporation, signatures from two officers of the corporation are
required pursuant to California Corporation Code § 313. If Contractor is a partnership, a
signature from a general partner with authority to bind the partnership is required.
[Signatures are on the following page.]
Third St Pedestrian Crosswalk Improvements 2020 Form CONTRACT
City Project No. 11354 Page 4
SR Clty Attomey Approved 1/30/2020
The parties agree to this Contract as witnessed by the signatures below:
CITY:
s/ N4L CAI�
Jim Sutz, ity Manager
Date:lU-7-7-"2CJ �V
Attest:
s/ O /1�✓G�(�L{�
'Lindsay Lara, City Cler
Date: D
CONTRACTOR: Spo"cw hngmccnng Inc
ApproLdasto form
sl
tzr) Robert F. Epstein, City Attorney
Date: 4/ ! 42,e Z 4)
ZZusi N e
J
s/ Seal:
John 11 sposctu Pntildcnl
Name, Title
Date: Olt 14 2020
$ecoSi T
e ee Sectio 12.8):
s
lo pflif
.lasminc Ruclas : ticcrctan
Name. Title
Date: 11114 2020
Contractor's California License Number(s) and Expiration Date(s)
END OF CONTRACT
Third St Pedestrian Crosswalk Improvements 2020 Form CONTRACT
City Project No. 11354 Page 5
SR City Attorney Approved 1/30/2020
RESOLUTION NO. 14850
RESOLUTION OF THE SAN RAFAEL CITY COUNCIL APPROVING AND
AUTHORIZING THE CITY MANAGER TO EXECUTE A MEMORANDUM OF
UNDERSTANDING WITH SAN RAFAEL CITY SCHOOLS REGARDING
COOPERATION ON CONSTRUCTION OF THE THIRD STREET PEDESTRIAN
CROSSWALK IMPROVEMENTS
WHEREAS, the voters of Marin County approved the authorization of Measure AA
at General Elections held on November 6, 2018, thereby authorizing that Transportation
Authority of Marin (TAM) be given the responsibility to administer the proceeds from a
one-half cent transactions and use tax; and
WHEREAS, Measure AA financially supports TAM’s Safe Pathways to School
projects aimed at making capital improvements to enhance the safety of school trips; and
WHEREAS, the City of San Rafael and San Rafael City Schools (SRCS) have
determined that it is desirable to create a new pedestrian crossing between San Rafael
High School and Montecito Plaza shopping center (hereafter, the “Project”); and
WHEREAS, in 2019, SRCS responded to a call for applications under Cycle 4 of
the Safe Pathways to School program, and on October 24, 2019, the TAM Board of
Commissioners approved funding of SRCS’s application in the amount of $400,000 to
fund the Project; and
WHEREAS, SRCS has prepared the design of the Project and has requested the
City to administer the construction contract on their behalf and to participate in the funding
of the Project; and
WHEREAS, SRCS and the City wish to cooperate to allow the Project to be
expeditiously completed in a manner consistent with TAM Funding Agreement A-FY 20-
33 requirements; and
WHEREAS, SRCS and the City wish to enter into a Memorandum of
Understanding to memorialize their respective rights and obligations with respect to
construction of the Project;
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of San
Rafael hereby approves and authorizes the City Manager to execute the Memorandum
of Understanding with SRCS attached hereto as Exhibit 1, in a final form to be approved
by the City Attorney.
I, LINDSAY LARA, 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 City
Council of said City held on Monday, the 17th day of August 2020 by the following vote,
to wit:
AYES: COUNCILMEMBERS: Bushey, Colin, Gamblin, McCullough & Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
_____
LINDSAY LARA, City Clerk
MEMORANDUM OF UNDERSTANDING
SAN RAFAEL CITY SCHOOLS AND CITY OF SAN RAFAEL
��
This Mem-orapdum of Understanding ("Agreement") is entered into as of this
day of 20, by and between the San Rafael City Schools (SRCS) Board of
Education, a school district duly established under the laws of California ("SRCS") and
the City of San Rafael, a California Charter City ("City"), (collectively referred to as the
("Parties").
RECITALS
A. The voters of Marin County approved the authorization of Measure AA at
General Elections held on November 6, 2018 thereby authorizing that Transportation
Authority of Marin (TAM) be given the responsibility to administer the proceeds from a
one-half cent transaction and use tax.
B. Measure AA financially supports TAM's Safe Pathways to School projects
aimed at making capital improvements to enhance the safety of school trips.
C. The Parties have determined that certain infrastructure located within City
right of way is desirable. The Parties desire to create a new pedestrian crossing
between San Rafael High School and Montecito Plaza shopping center, as more
particularly described below (hereafter, the "Third Street Pedestrian Crosswalk Project"
or "Project").
D. In 2019, SRCS responded to a call for applications under Cycle 4 of the
Safe Pathways to School program, and on October 24, 2019, the TAM Board of
Commissioners approved funding of SRCS's application in the amount of $400,000 to
fund the Project, $66,161.25 of which is specifically designated for design of the Project.
E. SRCS has prepared the design of the Project and both Parties desire the
City to administer the construction contract and to participate in the funding of the
Project.
F. The Parties wish to cooperate to allow the Project to be expeditiously
completed in a manner consistent with TAM Funding Agreement A -FY 20-33
requirements attached hereto as Exhibit C, and to enter into this Memorandum of
Understanding to memorialize their respective rights and obligations with respect to
construction of the Project.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, SRCS and City agree as follows:
1. RECITALS
A. The above recitals are true and correct and are hereby
incorporated in and expressly form a part of this Agreement.
2. COORDINATION
A. City shall coordinate all work on the Project with SRCS's Dan
Zaich, Senior Director of Capital Facilities, or his designee ("SRCS
Representative"). SRCS shall coordinate all work on the Project with Bill Guerin,
City's Public Works Director, or his designee ("City Representative"). The City
Representative and SRCS Representative will participate in decision making
regarding the Project and resolve issues in a timely manner. Contact
information for the Parties' respective representatives are as follows:
SRCS Representative
Dan Zaich, or designee
City Representative
Bill Guerin, or designee
Director of Capital Facilities Public Works Director
San Rafael City Schools (SRCS) City of San Rafael
310 Nova Albion Way 111 Morphew Street
San Rafael, CA 94903 San Rafael, CA 94901
Phone: 415.492.3200 Phone: 415.485.3110
Email: dzaich cDsres.org
Email:
bill.guerin@cityofsanrafael.org
B. The City Representative shall have, on behalf of City, the authority
to make decisions, commit to financial obligations, and authorize major road and
lane closures. The SRCS Representative shall not have authority to direct City or
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City's Contractor, except with respect to any portion of the Project installed or
constructed on or otherwise involving District property.
3. THIRD STREET PEDESTRIAN CROSSWALK PROJECT DESCRIPTION
The City and SRCS desire to install a pedestrian crosswalk with safety
elements on Third Street between San Rafael High School and Montecito Plaza
shopping center within City right of way. The Project consists of obtaining all
applicable permits for and construction of the crosswalk, including but not limited
to road work, drainage improvements, sidewalks, traffic striping, HAWK electrical
system/signals, and any other appurtenances thereto.
4. SAN RAFAEL CITY SCHOOLS' RESPONSIBILITIES
SRCS shall be responsible for the following with respect to the Project:
A. Payment: SRCS shall be responsible to expend the full value of the
TAM Measure AA Safe Routes to School grant, in the amount of
$400,000, towards the Project, which is inclusive of the $66,161.25
specifically earmarked for the Project design. SRCS shall advance
payment of such sums when required for the Project and then will
seek reimbursement of the Measure AA grant from TAM. In
addition to the payment of grant funds, SRCS shall pay for one-half
(i.e., 50 percent) of all Project costs in excess of the $400,000 TAM
grant, including but not limited to environmental and design fees,
construction costs, and other consultant construction management
fees. SRCS shall reimburse City for the costs of the Project in
accordance with Section 6, below.
B. Final Plans, Specifications and Estimate of Costs: SRCS has
prepared final and complete construction documents including
plans, specifications, and an engineer's estimate for the work. The
construction documents prepared by Parisi Transportation
Consulting and dated 5/28/2020, are included and incorporated
hereto as Exhibit A (the "Project Plans"").
C. Inspection: SRCS may inspect, at their expense, the Project during
construction and at the conclusion of the construction work. SRCS
may not direct the City's contractor.
5. CITY'S RESPONSIBILITIES
City shall be responsible for the following with respect to the Project:
A. Payment: City shall be responsible to pay one-half (i.e., 50
percent) of all Project costs in excess of the $400,000 TAM grant,
including but not limited to environmental and design fees,
construction costs and other consultant construction management
fees.
B. Contract Administration: City shall administer the construction
contract for the Project, including advertising for and receiving bids,
choosing the lowest responsible bidder, and awarding the
construction contract.
C. Procedures: City shall prepare and submit to SRCS change orders
that would be required to complete the Project for review and
approval before said work occurs. SRCS shall review and approve
change orders within 5 working days. SRCS and City will mutually
develop a procedure for processing change orders prior to the start
of construction.
D. Environmental Documentation and Regulatory Permits: City has or
shall obtain all required environmental clearances and regulatory
permits for the Project. City shall provide SRCS with all required
documentation prior to the start of construction. City understands
that failure to provide these documents could delay construction.
Any additional construction -related costs resulting from delay in
obtaining such clearances and regulatory permits will be the sole
financial responsibility of City.
E. Utilities: City shall be responsible for conducting all utility
investigation and conflict resolution and/or utility relocations
according to the planned work and consistent with the Project
schedule.
F Maintenance and Repair: Upon completion of the Project, City
shall be solely responsible for the maintenance and repair of the Project,
including the cost thereof.
G. PAYMENT AND REIMBURSEMENT PROCEDURES
A. Upon City providing SRCS with notification of the actual cost of
construction in accordance with the Project Plans, in the form of bid
results, SRCS shall provide written approval of cost within 10
working days in order to authorize construction.
B. City will provide SRCS with detailed invoices for costs incurred in
connection with construction of the Project, and SRCS shall remit
payment within 30 days of receipt thereof. Except as provided in
subsection 6.D., SRCS shall reimburse City for all (100%) of
Project costs incurred until SRCS has exhausted the $400,000
value of the TAM grant; thereafter, SRCS shall reimburse City for
one-half (i.e., 50 percent) of all Project costs incurred above
$400,000, until the Project is completed.
C. The Parties agree that the Project is estimated to cost
approximately five hundred seventeen thousand dollars ($517,000),
inclusive of design fees, construction expenses, and a twelve
percent (12%) construction contingency.
D. The Parties agree that the City will not bill SRCS for City's staff time
managing the Project.
7. ADDITIONAL REQUIREMENTS
A. Amendments to Agreement
This Agreement may be amended only by the mutual written consent of
both Parties.
B. Indemnification
To the fullest extent permitted by California law, each Party shall
indemnify, defend, protect, hold harmless, and release the other, its
officers, agents, and employees, from and against any and all claims, loss,
proceedings, damages, causes of action, liability, costs, or expense
(including attorneys' fees and witness costs) arising from or in connection
with, the performance of the obligations under this Agreement, except to
the extent caused by the sole negligence, active negligence, or willful
misconduct of the indemnitees, and/or to any extent that would render
these provisions void or unenforceable.
C. Insurance
6
1. Commercial General Liability. City shall require its contractor and all
subcontractors to procure and maintain, during the life of this
Agreement, Commercial General Liability Insurance and Automobile
Liability Insurance that shall protect and name as an additional insured
the contractor, City, SRCS, state, construction manager(s), and
architects)/engineer( from all claims for bodily injury, property
damage, personal iniury, death, advertising injury, and medical
payments arising from the design and construction of the Project or as
otherwise contemplated under this Agreement. City's contractor's and
subcontractor's deductible or self-insured retention for its Commercial
General Liability Insurance policy shall not exceed $25,000 unless
approved in writing by City and SRCS. All such policies shall be
written on an occurrence form.
2. Excess Liability Insurance. City shall require its contractor and all
subcontractors to procure and maintain, during the life of this
Agreement, an Excess Liability Insurance Policy to meet the policy limit
requirements of the required policies if the contractor's underlying
Policy limits are less than required. There shall be no gap between the
per occurrence amount of any underlying policy and the start of the
coverage under the Excess Liability Insurance Policy. Any Excess
Liability Insurance Policy shall be written on a following form and shall
protect and name as an additional insured the contractor, City, SRCS,
state, construction manager(s), and architects)/engineer(s) in amounts
that comply with all requirements for Commercial General Liability and
Automobile Liability and Employers' Liability Insurance.
3. Workers' Compensation and Employers' Liability Insurance. City shall
require its contractor and all subcontractors to procure and maintain,
during the life of this Agreement, in accordance with provisions of
section 3700 of the California Labor Code, the payment of
compensation to its employees. City shall require its contractor and
subcontractors to procure and maintain, during the life of this
Agreement, Workers' Compensation Insurance and Employers'
Liability Insurance of not less than $1 million for all of its employees
engaged in work contemplated under this Agreement, on/or at the site
of the Project. This coverage shall cover, at a minimum, medical and
surgical treatment, disability benefits, rehabilitation therapy and
survivors' death benefits.
4. Proof of Carriage of Insurance and Other Requirements:
Endorsements and Certificates. City shall not allow any contractor or
subcontractor to commence work on the Proiect until contractor and its
subcontractor(s) have procured all required insurance and delivered in
duplicate to the City and SRCS complete endorsements (or entire
insurance policies) and certificates indicating the required coverages have
been obtained, and the City and SRCS have approved these documents.
5. Endorsements, certificates, and insurance policies shall include the
following:
a. A clause stating: "This policy shall not be amended, canceled or
modified and the coverage amounts shall not be reduced until notice
has been mailed to the City of San Rafael and San Rafael City School
District stating date of amendment, modification, cancellation or
reduction. Date of amendment, modification, cancellation or reduction
may not be less than thirty (30) days after date of mailing notice."
b. Language stating in particular those insured, extent of insurance,
location and operation to which insurance applies, expiration date, to
whom cancellation and reduction notice will be sent, and length of
notice period.
c. All endorsements, certificates and insurance policies shall state that
City of San Rafael, San Rafael City School District, its trustees,
employees and agents, the State of California, construction
manager(s), protect manager(s), and architects)/engineer(s) are
named additional insureds under all policies except Workers'
Compensation Insurance and Employers' Liability Insurance.
d. Contractor's and subcontractors' insurance policy(s) shall be primary
and non-contributory to any insurance or self-insurance maintained by
the City, SRCS, its trustees, employees and/or agents, the State of
California, , construction manager(s), project manager(s), and/or
arch itect()/engineer(s).
e. All endorsements shall waive any right to subrogation against any of
the named additional insureds. The Workers' Compensation policy
shall be endorsed to waive any right of subrogation against the City of
San Rafael and the San Rafael City School District.
D. Notice
Unless otherwise requested by a Party, all notices, demands, requests,
consents or other communications which may be or are required to be
given by either Party to the other shall be in writing and shall be deemed
effective upon service. Notices shall be deemed to have been properly
given when served on the Party to whom the same is to be given by hand
delivery, or by generally recognized overnight courier service, or by
deposit in the United States mail, addressed to the Party as follows:
0
SRSC: Dan Zaich
Director of Capital Facilities
San Rafael City Schools (SRCS)
310 Nova Albion Way
San Rafael, CA 94903
City: Bill Guerin
Public Works Director
City of San Rafael
111 Morphew Street
San Rafael, CA 94901
When a notice is given by a generally recognized overnight courier
service, the notice, invoice or payment shall be deemed received on the
next business day. When a notice or payment is sent via United States
Mail, it shall be deemed received seventy-two (72) hours after deposit in
the United States Mail, registered or certified, return receipt requested,
with the postage thereon fully prepaid. In all other instances, notices, and
payments shall be effective upon receipt by the recipient. Changes may
be made in the names and addresses of the person to whom notices are
to be given by giving notice pursuant to this paragraph.
E. Governing Law
This Agreement shall be governed by and construed in accordance with
the laws of the State of California. Venue shall be in the County of Marin.
In the event that any provision of this Agreement is held to be invalid or
unenforceable, the remainder of the provisions shall remain in full force
and effect.
F. Entire Agreement
This instrument contains the entire agreement between the Parties, and
no statement, promise, or inducement made by either Party or agents of
the Parties that is not contained in this written contract shall be valid or
binding; and this contract may not be enlarged, modified, or altered except
in writing signed by the Parties.
10
G. Authority of SRCS and City
The undersigned hereby represents and warrants that he or she has
authority to execute and deliver this Agreement on behalf of SRCS and
City, respectively.
H. No Waiver of Breach
The waiver by any of the Parties of any breach of any.term or promise
contained in this Agreement shall not be deemed to be a waiver of such
term or provision or any subsequent breach of the same or any other term
or promise contained in this Agreement.
Time of Essence
Time is and shall be of the essence of this Agreement and every provision
hereof.
Parties to Cooperate
Each Party will, whenever and as often as it shall be reasonably requested
by the other Party, execute, acknowledge and deliver, or cause to be
executed, acknowledged and delivered, such further instruments and
documents as may be reasonably necessary in order to carry out the
intent and purpose of this Agreement.
10. Drafting.
Both Parties contributed to the drafting of this agreement and in the event
of a dispute over the interpretation of this Agreement, the language of the
Agreement will not be construed against one party in favor of the other.
11. No Third Party Beneficiaries.
Nothing contained in this Agreement shall be construed to create and the
parties do not intend to create any rights in third parties.
12. Disputes
Disputes will be handled initially through mutually agreed upon mediation,
and if not resolved, will be adjudicated in Marin County Court.
11
IN WITNESS WHEREOF, SRCS and the City have executed this Agreement as
of the date first above written.
CITY OF SAN RAFAEL
By: _
Jim S but , City Ma a er
ATTEST:
+6f Lindsay Lara, City Clerk
APPROVED AS TO FORM
FOR CITY:
By: a T�l
J�v Robert Epstein, City Attorn y
12
SAN RAFAEL CITY SCHOOLS
AN
APPROVED AS TO FORM FOR SRCS
Legal Counsel
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