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HomeMy WebLinkAboutKimley-Horn and Associates Inc; 2011-05-04; TRAN813TRAN813 AGREEMENT FOR ITS CONSULTING SERVICES (KIMLEY-HORN AND ASSOCIATES, INC.) THIS AGREEMENT is made and entered into as of the day of 20/7 , by and between the CITY OF CARLSBAD, a municipal_ corporatin ("City"), and KIMLEY-HORN AND ASSOCIATES, INC., a North Carolina corporation, ("Contractor"). RECITALS City requires the professional services of a civil engineer that is experienced in traffic signal design. Contractor has the necessary experience in providing these professional services, 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: 1. Scope of Work. City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. Term. This Agreement will be effective for a period of six (6) months from the date first above written. 3. Compensation. The total fee payable for the Services to be performed will be seven thousand six hundred dollars ($7,600.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. Status of Contractor. Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. 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. 6. Insurance. Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company City Attorney Approved Version 2.18.1 1 authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least A-:VII OR 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", in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the City Attorney or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General liability. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. Conflict of Interest. The 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. 8. Compliance with Laws. Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 9. Termination. City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 10. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq.. and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 11. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 12. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 13. Amendments. This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. City Attorney Approved Version 2.18.11 14. 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 KIMLEY-HORN AND ASSOCIATES, INC., a North Carolina corporation *By: (sign here) U(nf~> {-t:\~\r\tjc, I i IA I / /V-/^l el ^ n I (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: t^City Manager or Mayor or Director ATTEST: (sign here) -, /rats-nun- LORRAINE M. WOOD City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must 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 Deputy City Attorney City Attorney Approved Version 2.18.11 EXHIBIT "A" Kimley-Horn and Associates, Inc. March 29, 2011 Suite 600 401 B Street T-. n-, San Diego, CaliforniaDoug Bilse 92101 City of Carlsbad 1635 Faraday Avenue Carlsbad, California 92008 Re: Professional Services Agreement for ITS Consulting Services Dear Mr. Bilse: Kimley-Horn and Associates, Inc. ("KHA" or "Consultant") is pleased to submit this letter agreement (the "Agreement") to the City of Carlsbad ("Client") for providing intelligent transportation systems (ITS) for the development of Standard Details for installing ITS components and the preparation of an IP schema for the traffic signal network. Project Understanding The City of Carlsbad has obtained funding for the purpose of procuring Ethernet radios, antennas, Ethernet switches and associated appurtenances. The City has obtained the services of others for the development of the procurement specifications. The procurement of the communication equipment is anticipated to include equipment vendor support during the equipment installation (by others) and extended warranty requirements. The installation and integration of the procured equipment will be achieved through a separate contracting mechanism to obtain construction services. The City has requested that KHA provide ITS consulting services to develop Standard Drawings for the installation of this communications equipment. In addition, to guide the integration of the proposed equipment, the City has requested that KHA develop an IP schema for use in assigning the IP addresses to the equipment that will be deployed as part of the construction TEL 619 234 9411 FAX 619 234 9433 Kimley-Hornand Associates, Inc. Mr. Demise, March 29,2011^2 Scope of Services KHA will provide the services specifically set forth below. Task 1 - ITS Communication Equipment Standard Drawings KHA will prepare standard drawings to be utilized for the installation of the wireless communication equipment. In addition to being utilized for the wireless procurement/installation project, it is anticipated that these standard drawings will be adopted by the City for use on future projects. The standard drawings identified to be developed under this scope of work are as follows: • Traffic Signal Wireless Installation - This detail will include the wireless communication equipment [power over Ethernet (PoE)] and the interfaces to hardwired signal interconnect, either Ethernet over Copper (EOC) or fiber optic. This detail will identify the required media converters, modems, etc. • Wireless Repeater Installation - Radio repeater installations on city owned street lights; power to the radios is anticipated to be tapped off the existing street light power via an unmetered service tariff through SDG&E. • Signal Interconnect Cable Color Coding - identification of color coding for traffic signal communication channels. • Singlemode Fiber Optic Interconnect - configuration for fiber optic runs between backhaul communications; to include connections to 3-4 signals. For the development of these standard drawings one meeting will be held at the City of Carlsbad to discuss the design details that need to be included in the Standard Drawings. In addition, immediately following the meeting KHA and the City will field review up to three locations that are representative of a majority of the proposed communication installation locations. The City of Carlsbad will identify the appropriate locations for the field review. Kimley-Horn, in preparation for this meeting, will develop "straw-man" details for each of the standard drawings listed above. These details will be utilized to guide the meeting conversation. The City of Carlsbad will provide an electronic border in AutoCAD format for use in the preparation of the standard drawings. Following this meeting, and receipt of the electronic border file, KHA will prepare the draft set of Standard Drawings. These Standard Drawings will be submitted electronically to the City of Carlsbad for review and comment. It is anticipated that City comments will be available within two weeks from submittal of the draft Standard Drawings. Kimley-Horn and Associates, Inc. Mr-Doug Bilse-March 29> 2011'Page 3 Upon receipt of the City commments KHA will begin preparation of the final Standard Drawings. Comment resolution will be completed via phone or e-mail, it is not anticipated that a comment resolution meeting will be necessary. Final Standard Drawings will be submitted to the City of Carlsbad on compact disc. Each Standard Drawing will be provided in both PDF and AutoCAD format. Deliverables: "Straw-Man " Details for meeting with City Draft Standard Drawings (via e-mail PDF) Final Standard Drawings (Compact Disk PDF and AutoCAD) Task 2 - ITS Network IP Schema KHA will prepare a memorandum identifying the proposed IP Schema to be utilized by the City in assigning IP addresses to each of the traffic signals, Ethernet switches, wireless radios and other associated communication equipment. KHA will intially base this IP Schema on work previously completed for others, however the final IP Schema will be modified to meet the needs of the City of Carlsbad. It is anticipated that the schema design will use the private network class C address range 172.16.0.0-172.31.255.255. KHA will submit to the City of Carlbad a Draft Memorandum for review. Upon receipt, and resolution of, comments from the City, KHA will prepare the Final Memorandum identifying the ITS Network IP Schema. Each of these submittals will include an Attachment which will be a tabular summary of the IP assignments for each traffic signal to the Ethernet Switch level. The IP address assignments to the individual ports will be accomplished by a standard table identifying the IP to be used for each port type. In order to identify appropriate IP assignments to each of the traffic signal switch locations, KHA will require City staff to provide a listing of each of the existing and proposed traffic signals within the jurisdiction of the the City of Carlsbad. In addition, City staff will need to identify how the citywide traffic signal interconnect is anticipated to be deployed such that the IP assignments can be developed consistent with the proposed physical configuration. Deliverables: Draft ITS Network IP Schema Memorandum Final ITS Network IP Schema Memorandum Excel Table summarizing IP assignments for each Traffic Signal (Ethernet Switch Level) Additional Services Any services not specifically provided for in the above scope will be billed as Kimley-Horn ASSOCiateS, InC. Mr. Doug Bilse, March 29, 2011, Page 4 additional services and performed at our then current hourly rates. Additional services we can provide include, but are not limited to, the following: • Estimates of Probable Cost. • Development of Plans • Development of Specifications • Coordination with equipment vendors • Field Investigation (beyond that identified in the scope) • Additional submittals not specifically outlined in this scope of services letter. • Preparation of bid documents. Information Provided By Client We shall be entitled to rely on the completeness and accuracy of all information provided by the Client or the Client's consultants or representatives. The Client shall provide all information requested by KHA during the project, including but not limited to the following: • PDF copy of Wireless Equipment Procurement Documentation; • AutoCAD copy of City of Carlsbad Border for Standard Drawings; and, • Excel file of the City of Carlsbad Traffic Signal Locations (existing and proposed). Schedule We will provide our services as expeditiously as practicable to meet the mutually agreed upon schedule. Fee and Expenses KHA will perform the services in Task 1 and Task 2 for the total lump sum fee below. All permitting, application, and similar project fees will be paid directly by the Client. Total Lump Sum Fee $ 7,600.00 Lump sum fees will be invoiced monthly based upon the overall percentage of services performed. Payment will be due within 25 days of your receipt of the invoice. Closure In addition to the matters set forth herein, our Agreement shall include and be subject to, and only to, the attached Standard Provisions, which are incorporated by Kimley-Hornand Associates, Inc. Mr. Doug ease, Man* 29,20.1,1-^5 reference. As used in the Standard Provisions, "Consultant" shall refer to Kimley- Hom and Associates, Inc., and "Client" shall refer to the City of Carlsbad. KHA, in an effort to expedite invoices and reduce paper waste, offers its clients the option to receive electronic invoices. These invoices come via email in an Adobe PDF format. We can also provide a paper copy via regular mail if requested. Please select a billing method from the choices below: Please email all invoices to @, . Please email invoices to (a), AND provide a hard copy to the address listed above to the attention of (or provide alternative address). Please ONLY provide a hard copy invoice to the address listed above to the attention of (or provide alternative address). If you concur in all the foregoing and wish to direct us to proceed with the services, please have authorized persons execute both copies of this Agreement in the spaces provided below, retain one copy, and return the other to us. We will commence services only after we have received a fully-executed agreement. Fees and times stated in this Agreement are valid for sixty (60) days after the date of this letter. We appreciate the opportunity to provide these services to you. Please contact me if you have any questions. Very truly yours, KIMLEY-HORN AND ASSOCIATES, INC. S^S By: Michael S. Washkowiak, P.E. Dave Sorenson, P.E. Associate Senior Vice President P.E. No. C 64737 Kimley-Horn and Associates, Inc.Mr. Doug Bilse, March 29,2011, Page 6 CITY OF CARLSBAD A Municipality (Date) (Print or Type Name and Title) (Email Address) _, Witness (Print or Type Name) Official Seal: Client's Federal Tax ID: Client's Business License No.: Client's Street Address: Attachment - Standard Provisions