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HomeMy WebLinkAboutFehr & Peers; 2012-04-13; TRAN863TRAN863 AGREEMENT FOR COMPLETE AND LIVABLE STREETS SERVICES FEHR & PEERS THIS/^^GREEMENT is made and entered into as of the yC?^ day of 'y^y/ 2012, by and between the CITY OF CARLSBAD, a municipal oration, ("City"), and FEHR & PEERS, a California corporation, ("Contractor"). RECITALS A. City requires the professional services of a Transportation Engineering/Planning firm that is experienced in Complete and Livable Streets Best Practices, Polices/Procedure evaluation and development, and identification of Performance Measurements. B. Contractor has the necessary experience in providing professional services and advice related to Complete and Livable Streets. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: I- SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of six (6) months from the date first above written. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4- TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be based on time and materials in an amount not to exceed twenty nine thousand five hundred twenty dollars ($29,520). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 2/17/12 6- STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election. City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9- INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10- INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VH". OR City Attorney Approved Version 2/17/12 with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liabilitv Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liabilitv (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Emplover's Liabilitv. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. I I If box is checked. Professional Liability City's Initials Contractor's Initials Insurance requirement is waived. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to City Attorney Approved Version 2/17/12 maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of insurance Policies. Citv reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For Citv For Contractor Name Conrad "Skip" Hammann, PE Name Jeremy Klop, AICP Title Director Title Principal Department Transportation Address 201 Santa Monica Blvd Suite 500 City of Carlsbad Santa Monica, CA 90401 Address 1635 Faraday Phone No. 310 458 9916x3104 Carlsbad, CA 92008 Email j.klop(^fehrandpeers.com Phone No. 760 602 2750 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. City Attorney Approved Version 2/17/12 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all four categories. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements ofthe Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19- DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be fonA/arded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination. Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee City Attorney Approved Version 2/17/12 payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21- COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty. City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seg.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 2/17/12 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR FEHR & PEERS, a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California Matt Henry, President City Manager or Mayor or* Division Director as authorized by the City Manager (print name/title) B,y: (sign here) Marion Donnelly, CFO (print name/title) if required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation. Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney Assistant City Attcrney City Attorney Approved Version 2/17/12 Exhibit "A" FEHR^PEERS February 22, 2012 Bryan Jones 1635 Faraday Ave. Carlsbad, CA 92008 Re: Livable Streets Proposal Dear Bryan: We are pleased to provide the following scope of services in support of your Livable Streets efforts in the City of Carlsbad. This scope of work is based on our communications related to the City's nearr term needs and Fehr & Peers' strengths in the area of Complete Streets planning and implementation. Accordingly, we propose the following tasks to initiate the work effort: TASK A. DEFINE BEST PRACTICES FOR LIVABLE STREETS This task will answer the question: "What are other exemplary communities doing well with regard to livable streets?" With input from City of Carlsbad staff, Fehr 8i Peers will select 10 communities for best practice analysis. Emphasis will be on selecting communities with a demonstrated track record of implementation success. For each community, Fehr & Peers will interview key staff involved to identify program highlights and lessons learned through their implementation. In addition, Fehr & Peers will interview up to 5 regional agency or advocacy organizations such as Walk San Diego, the Center for the Blind, and SANDAG for best practice background. Findings will be summarized in a memorandum and discussed with staff to determine the most applicable elements for inclusion in the General Plan update. Deliverable: Labor Estimate: Cost Estimate: Summary Best Practices Technical Memo PPT Presentation Meetings to present findings (2 F&P staff, up to 2 meetings) 60 hours $9,000 TASK B. POLICY & PROCEDURES ASSESSMENT This task will answer the question: "What could we be doing more effectively for livable streets?" Fehr & Peers staff will meet with Bryan Jones and the head of 201 Santa Monica Boulevard, Suite 500 Santa Monica, CA (310) 458-9916 phone (310) 394-7663 fax www.fehrandpeers.com February 22, 2012 FEHR '^PEERS Page 2 each City department that affects livable streets. We will discuss how each department head understands the terms Complete Streets and Livable Streets and identify areas of primary relevance to each department's broader interests. These interviews will also help to identify relevant policy guidance and procedures that affect livable street outcomes in each department. City staff will schedule the meetings, ideally with multiple meetings in a one or two day period to minimize travel expenses. Fehr & Peers will help to facilitate the meetings and document meeting discussions. Following the departmental interviews, Fehr & Peers will review and evaluate the various policies and procedures identified in each departmental review and identify outstanding livable streets needs. This task will also include a review of the current street standards and general plan significance criteria such as vehicular level of service. Findings will be summarized in a memorandum and discussed with staff to develop a summary presentation. Deliverable: Summary Policy & Procedures Technical Memo PPT Presentation Department interviews (2 F&P staff, up to one full day of meetings) Meetings to present findings (2 F&P staff, up to 2 meetings) Labor Estimate: 80 hours Cost Estimate: $12,000 TASK C. PERFORMANCE MEASUREMENT FRAMEWORK This task will answer the question: "How will we know we are succeeding?" Fehr & Peers will identify available Complete Streets and Livable Streets performance measurement systems, including those developed in the Caltrans Smart Mobility Framework, recent work in San Marcos, and others identified in the Best Practices task. With input from City of Carlsbad staff, we will evaluate their overlap with and relevance to the existing City of Carlsbad community wide metrics and annual performance monitoring program. This task will also examine ways to account for co-benefits such as return on investment, public health, and GHG benefits to Livable Streets actions. Findings will be presented at an overall framework level of detail in a memorandum, and potential areas of more detailed quantification and measurement program development will be recommended for work in later tasks. Bryan Jones February 22, 2012 Page 3 FEHRtPEERS Deliverable: Labor Estimate: Cost Estimate: Summary Performance Measurement Technical Memo PPT Presentation Meetings to present findings (2 F&P staff, 1 meeting) 40 hours $6,000 TASK D. COMMUNICATIONS REVIEW AND COMMENT This task will provide a line item for Fehr & Peers staff to critically review and comment on City communications related to livable streets. Examples may include review of copy for video production elements, brainstorming help with visual simulations, or general advice on matters not related to Tasks A-C. Deliverable: Labor Estimate: Cost Estimate: Written and oral advice 12 hours $2,520 The combined cost estimate for this initial work effort, including Tasks A-D and all associated expenses, is expected to be $29,520. We can begin work within 1 week of signed authorization to proceed under the attached terms and conditions. Please have an authorized agent sign below and return the signed copy to my attention. Invoices will be submitted monthly for work completed and are due upon receipt. Additional support can be provided on a time and materials basis per our standard rate schedule, which is available upon request. This offer to provide services and associated fee estimate is valid for 30 days from the date of this correspondence. I look forward to the opportunity to serve you and the City of Carisbad. Sincerely ACCEPTED BY: FEHR & PEERS ^^^^^^^^^ y 1^--^ Signature. Name Title Jeremy R. Klop, AICP Principal Company. Date FEHR^PEERS 2011-2012 (Jan. through June 2012) Hourly Billing Rates Classification Hourly Rate Principal $185.00 - $295.00 Senior Associate $165.00 - $225.00 Associate $115.00 - $185.00 Senior Engineer/Planner $120.00 - $175.00 Engineer/Planner $90.00 - $130.00 Senior Technical Support $110.00 - $155.00 Administrative Support $65.00 - $120.00 Technician $110.00 - $120.00 Intern $50.00 - $90.00 Other Direct Costs / Reimbursable expenses are invoiced at cost plus 10% for handling. Personal auto mileage is reimbursed at the then current IRS approved rate (0.555 cents per mile as of Jul 2011). Voice & Data Communications (Telephone, fax, computer, e-mail, etc.) are invoiced at cost as a percentage of project labor. effective 6/25/2011 Fehr & Peers reserves the right to change these rates at any time with or without advance notice.