HomeMy WebLinkAboutReso 165-2018 (18-557)City of South San Francisco P.O. Box 711 (City Hall,
400 Grand Avenue)
South San Francisco, CA
City Council
Resolution: RES 165 -2018
File Number: 18 -557 Enactment Number: RES 165 -2018
RESOLUTION APPROVING A CONSULTANT SERVICES
AGREEMENT WITH KIMLEY -HORN AND ASSOCIATES OF
OAKLAND, CALIFORNIA FOR THE ADAPTIVE TRAFFIC
CONTROL SYSTEM PROJECT (PROJECT NO. TR1901) IN AN
AMOUNT NOT TO EXCEED $1,996,900 FOR A TOTAL BUDGET OF
$2,500,000.
WHEREAS, to help relieve congested corridors throughout the City, it is proposed to implement a
citywide adaptive traffic control system (ATCS); and
WHEREAS, the proposed ATCS is a demand responsive system that will optimize roadway network
performance, select the optimal signal cycle length, distribute signal phase times in an equitable fashion,
manage the length of vehicular queues, and actively adapt to changing traffic conditions; and
WHEREAS, during peak commute periods, traffic on major thoroughfares within the City experience
heavy congestion and long delays; and
WHEREAS, the majority of commuters entering and exiting the biotech industrial areas east of US
Highway 101 use Oyster Point Boulevard; and
WHEREAS, the City has decided to prioritize this ATCS deployment to the east of US Highway 101 as
Phase I; and
WHEREAS, subsequent phases will address additional streets west of US Highway 101 thereby
optimizing traffic operations of the entire City; and
WHEREAS, ATCS will optimize signal timing to balance performance benefits for safety and efficiency
and ultimately provide long -term benefits in addressing overall traffic congestion; and
WHEREAS, staff issued a Request for Proposal (RFP) on October 24, 2017 on the eBidboard website;
and
WHEREAS, final proposals were received on the due date of December 15, 2018 from three firms:
Kimley -Horn and Associates, Intelight, and Western Pacific; and
WHEREAS, based on the qualifications submitted and the interviews, the Kimley -Horn and Associates
system scored the highest and demonstrated highest value through best design and implementation
expertise
City of South San Francisco Page 1
File Number., 18 -557
to complete this complex project; and
Enactment Number. RES 165 -2018
WHEREAS, Kimley -Horn and Associates of Oakland, California submitted a total proposal costs in the
amount of $1,996,900; and
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of South San Francisco that
the City Council hereby awards a consultant services agreement, a draft of which is attached hereto as
Exhibit A, for the Adaptive Traffic Control System Project to Kimley -Horn and Associates of Oakland,
California, in an amount not to exceed $1,996,900 conditioned on Kimley -Horn and Associates timely
execution of the Project contract and submission of all required documents, including but not limited to,
certificates of insurance and endorsement, in accordance with the Project documents.
BE IT FURTHER RESOLVED the City Council authorizes a total Project construction budget of
$2,500,000 and authorizes the City Manager to utilize unspent amount of the total Project, if necessary,
towards additional construction contingency budget.
BE IT FURTHER RESOLVED the City Council authorizes the Finance Department to establish the
Project Budget consistent with the information contained in the staff report.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the agreement and
any other related documents on behalf of the City upon timely submission by Kimley -Horn and
Associates of the signed contract and all other documents, subject to approval by the City Attorney.
BE IT FURTHER RESOLVED that the City Council authorizes the City Manager to take any other
related actions consistent with the intention of the resolution.
At a meeting of the City Council on 9/26/2018, a motion was made by Pradeep Gupta, seconded by Mark
Addiego, that this Resolution be approved. The motion passed.
Yes: 5 Mayor Normandy, Mayor Pro Tem Matsumoto, Councilmember Garbarino,
Councilmember-6�pta, and Councilmember Addiego
Attest by
City of South San Francisco Page 2
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CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF SOUTH SAN FRANCISCO AND
KIMLEY-HORN AND ASSOCIATES
THIS AGREEMENT for consulting services is made by and between the City of South San
Francisco (“City”) and Kimley-Horn and Associates (“Consultant”) (together sometimes referred to as the
“Parties”) as of October 1, 2018 (the “Effective Date”).
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit A, attached hereto
and incorporated herein, at the time and place and in the manner specified therein. In the event of a
conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall
prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on June 30, 2019, the date of completion specified in Exhibit A, and Consultant shall
complete the work described in Exhibit A prior to that date, unless the term of the
Agreement is otherwise terminated or extended, as provided for in Section 8. The time
provided to Consultant to complete the services required by this Agreement shall not affect
the City’s right to terminate the Agreement, as provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged in the g eographical area in
which Consultant practices its profession. Consultant shall prepare all work products
required by this Agreement in a substantial, first -class manner and shall conform to the
standards of quality normally observed by a person practicing in Consultant's profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, des ires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Sections 1.1 and 1.2 above and to satisfy Consultant’s obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed
$1,996,900, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for
services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict
between this Agreement and Consultant’s proposal, attached as Exhibit A, or Consultant’s compensation
schedule attached as Exhibit B, regarding the amount of compensation, the Agreement shall prevail. City
shall pay Consultant for services rendered pursuant to this Agreement at the time and i n the manner set
forth herein. The payments specified below shall be the only payments from City to Consultant for services
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rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified
herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services
performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant’s estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once per month during
the term of this Agreement, based on the cost for services performed and reimbursable
costs incurred prior to the invoice date. Invoices shall contain the following information:
Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice,
etc.);
The beginning and ending dates of the billing period;
A task summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement, and
the percentage of completion;
At City’s option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing
the work, the hours spent by each person, a brief description of the work, and
each reimbursable expense;
The total number of hours of work performed under the Agreement by Consultant
and each employee, agent, and subcontractor of Consultant performing services
hereunder, as well as a separate notice when the total number of hours of work by
Consultant and any individual employee, agent, or subcontractor of Consultant
reaches or exceeds eight hundred (800) hours, which shall include an estimate of
the time necessary to complete the work described in Exhibit A;
The amount and purpose of actual expenditures for which reimbursement is
sought;
The Consultant’s signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have thirty (30) days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant. City shall have no obligation to pay invoices
submitted ninety (90) days past the performance of work or incurrence of cost.
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2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to
this Agreement within sixty (60) days after completion of the services and submittal to City
of a final invoice, if all services required have been satisfactorily performed.
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost wh atsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto and incorporated
herein as Exhibit B.
2.6 Reimbursable Expenses. The following constitute reimbursable expenses authorized by
this Agreement: Licenses, permits, fees, special graphics, plan reproduction, document
printing, and other miscellaneous expenses necessitated by the project will be charged.
Reimbursable expenses shall not exceed $1,996,900. Expenses not listed above are not
chargeable to City. Reimbursable expenses are included in the total amount of
compensation provided under Section 2 of this Agreement that shall not be exceeded.
2.7 Payment of Taxes, Tax Withholding. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state taxes.
To be exempt from tax withholding, Consultant must provide City with a valid California
Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590
shall be attached hereto and incorporated herein as Exhibit D. Unless Consultant provides
City with a valid Form 590 or other valid, written evidence of an exemption or waiver from
withholding, City may withhold California taxes from payments to Consultant as required
by law. Consultant shall obtain, and maintain on file for three (3) years after the termination
of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all
subcontractors. Consultant accepts sole responsibility for withholding taxes from any non -
California resident subcontractor and shall submit written documentation of complian ce
with Consultant’s withholding duty to City upon request. .
2.8 Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets in order to verify costs incurred to that date.
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2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
2.10 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes
of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be
not less than the prevailing rate for a day’s work in the same trade or occupation in the
locality within the state where the work hereby contemplates to be performed as
determined by the Director of Industrial Relations pursuant to the Director’s authority under
Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by
Consultant or by any subcontractor shall receive the wages herein provided for. The
Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor
Code Section 1775, as may be amended, per day penalty for each worker paid less than
prevailing rate of per diem wages. The difference between the prevailing rate of per diem
wages and the wage paid to each worker shall be paid by the C onsultant to each worker.
An error on the part of an awarding body does not relieve the Consultant from
responsibility for payment of the prevailing rate of per diem wages and penalties pursuant
to Labor Code Sections 1770 1775. The City will not recognize any claim for additional
compensation because of the payment by the Consultant for any wage rate in excess of
prevailing wage rate set forth. The possibility of wage increases is one of the elements to
be considered by the Consultant.
a. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of
prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, th e
Consultant shall post at appropriate conspicuous points at the site of the project a
schedule showing all determined prevailing wage rates for the various classes of laborers
and mechanics to be engaged in work on the project under this contract and all
deductions, if any, required by law to be made from unpaid wages actually earned by the
laborers and mechanics so engaged.
b. Payroll Records. Each Consultant and subcontractor shall keep an accurate
payroll record, showing the name, address, social security number, work week, and the
actual per diem wages paid to each journeyman, apprentice, worker, or other employee
employed by the Consultant in connection with the public work. Such records shall be
certified and submitted weekly as required by Labor Code Section 1776.”
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and
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the information in possession of the City. The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve
incurring any direct expense, including but not limited to computer, long -distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and
amounts of insurance listed below against claims for injuries to persons or damages to p roperty that may
arise from or in connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall
provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit C, indicating that
Consultant has obtained or currently maintains insurance that meets the requirements of this section and
under forms of insurance satisfactory, in all respects, to the City. Consultant shall maintain the insurance
policies required by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any
subcontract until Consultant has obtained all insurance required herein for the subcontractor(s).
4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers’
Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of
not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the alternative,
Consultant may rely on a self-insurance program to meet those requirements, but only if
the program of self-insurance complies fully with the provisions of the California Labor
Code. Determination of whether a self-insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator (as defined in
Section 10.9). The insurer, if insurance is provided, or the Consultant, if a program of self -
insurance is provided, shall waive all rights of subro gation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under this
Agreement.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this
Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00)
per occurrence, combined single limit coverage for risks associated with the w ork
contemplated by this Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be
performed under this Agreement or the general aggregate limit shall be at least
twice the required occurrence limit. Such coverage shall include but shall not be
limited to, protection against claims arising from bodily and personal injury,
including death resulting there from, and damage to property resulting from
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activities contemplated under this Agreement, including the use of owned and non -
owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 or GL 0002 (most recent editions) covering comprehensive General
Liability and Insurance Services Office form number GL 0404 covering Broad
Form Comprehensive General Liability. Automobile coverage shall be at least as
broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90)
Code 8 and 9. No endorsement shall be attached limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the policy
shall not affect coverage provided to City and its officers, employees,
agents, and volunteers.
4.3 Professional Liability Insurance.
4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed
professionals’ errors and omissions. Any deductible or self -insured retention shall
not exceed ONE HUNDRED FIFTY THOUSAND DOLLARS $150,000 per claim.
4.3.2 Claims-made limitations. The following provisions shall apply if the professional
liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of the Agreement or
the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant must provide extended reporting coverage for
a minimum of five (5) years after completion of the Agreement or the work.
The City shall have the right to exercise, at the Consultant’s sole cost and
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expense, any extended reporting provisions of the policy, if the Consultant
cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to the City
prior to the commencement of any work under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with complete copies of all policies delivered to
Consultant by the insurer, including complete copies of all endorsements attached
to those policies. All copies of policies and certified endorsements shall show the
signature of a person authorized by that insurer to bind coverage on its behalf. If
the City does not receive the required insurance documents prior to the Consultant
beginning work, it shall not waive the Consultant’s obligation to provide them. The
City reserves the right to require complete copies of all required insurance policies
at any time.
4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement
shall be attached to all insurance obtained pursuant to this Agreement stating that
coverage shall not be suspended, voided, canceled by either party, or reduced in
coverage or in limits, except after thirty (30) days' prior written notice by certified
mail, return receipt requested, has been given to the City. In the event that any
coverage required by this section is reduced, limited, cancelled, or materially
affected in any other manner, Consultant shall provide written notice to City at
Consultant’s earliest possible opportunity and in no case later than ten (10)
working days after Consultant is notified of the change in coverage.
4.4.4 Additional insured; primary insurance. City and its officers, employees, agents,
and volunteers shall be covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on behalf of Consultant,
including the insured’s general supervision of Consultant; products and completed
operations of Consultant, as applicable; premises owned, occupied, or used by
Consultant; and automobiles owned, leased, or used by the Consultant in the
course of providing services pursuant to this Agreement. The coverage shall
contain no special limitations on the scope of protection afforded to City or its
officers, employees, agents, or volunteers.
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by the City shall be
called upon to contribute to a loss under the coverage.
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4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and
obtain the approval of City for the self-insured retentions and deductibles before
beginning any of the services or work called for by any term of this Agreement.
Further, if the Consultant’s insurance policy includes a self-insured retention that
must be paid by a named insured as a precondition of the insurer’s liability, or
which has the effect of providing that payments of the self-insured retention by
others, including additional insureds or insurers do not serve to satisfy the self-
insured retention, such provisions must be modified by special endorsement so as
to not apply to the additional insured coverage required by this agreement so as to
not prevent any of the parties to this agreement from satisfying or paying the self -
insured retention required to be paid as a precondition to the insurer’s liability.
Additionally, the certificates of insurance must note whether the policy does or
does not include any self-insured retention and also must disclose the deductible.
During the period covered by this Agreement, only upon the prior express written
authorization of Contract Administrator, Consultant may increase such deductibles
or self-insured retentions with respect to City, its officers, employees, agents, and
volunteers. The Contract Administrator may condition approval of an increase in
deductible or self-insured retention levels with a requirement that Consultant
procure a bond, guaranteeing payment of losses and related investigations, claim
administration, and defense expenses that is satisfactory in all respects to each of
them.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.4.7 Wasting Policy. No insurance policy required by Section 4 shall include a
“wasting” policy limit.
4.4.8 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverage, scope, limits, and forms of
such insurance are either not commercially available, or that the City’s interests
are otherwise fully protected.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
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b. Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
c. Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. To the fullest extent
permitted by law, Consultant shall indemnify, defend with counsel selected by the City, and hold harmless
the City and its officials, officers, employees, agents, and volunteers from and against any and all los ses,
liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily
injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or
ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions
of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly
liable, or by the quality or character of their work. The foregoing obligatio n of Consultant shall not apply
when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the gross
negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the
actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury,
loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify
and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code.
Acceptance by City of insurance certificates and endorsements required under this Agreement does not
relieve Consultant from liability under this indemnification and hold harmless clause. This ind emnification
and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance
policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges
and agrees to the provisions of this Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services
under this Agreement is determined by a court of competent jurisdiction or the California P ublic Employees
Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall
indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions
for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would otherwise be the responsibility of
City.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of City. City shall have the
right to control Consultant only insofar as the results of Consultant's services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
however, otherwise City shall not have the right to control the means by which Consultant
accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and
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all claims to, any compensation, benefit, or any incident of employment by City, including
but not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity wha tsoever as an
agent or to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractor s
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals, including from City, of what-so-ever nature that are legally required to
practice their respective professions. Consultant represents and warrants to City that
Consultant and its employees, agents, any subcontractors shall, at their sole cost and
expense, keep in effect at all times during the term of this Agreement any licenses,
permits, and approvals that are legally required to practice their respective professions. In
addition to the foregoing, Consultant and any subcontractors shall obtain and maintain
during the term of this Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the
basis of a person’s race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscriminati on in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
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City of South San Francisco and Kimley-Horn and Associates Page 11 of 16
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement for cause upon 30 days’ written notice to City and
shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the date of notice of termination; City, however, may condition payment of
such compensation upon Consultant delivering to City all materials described in Section
9.1.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of th is
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if City grants such an extension, City shall have no obligati on to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant’s unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not assign or subcontract any
portion of the performance contemplated and provided for herein, other than to the
subcontractors noted in the proposal, without prior written approval of the Contract
Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City’s remedies shall include, but not be limited to, the following:
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City of South San Francisco and Kimley-Horn and Associates Page 12 of 16
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
City would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. Consultant hereby agrees to deliver
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use. City and Consultant agree that, until
final approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
parties unless required by law.
9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of three (3) years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the
Agreement shall be subject to the examination and audit of the State Auditor, at the
request of City or as part of any audit of the City, for a period of three (3) years after final
payment under the Agreement.
9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All
responses to a Request for Proposals (RFP) or invitation to bid issued by the City become
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City of South San Francisco and Kimley-Horn and Associates Page 13 of 16
the exclusive property of the City. At such time as the City selects a bid, all proposals
received become a matter of public record, and shall be regarded as public records, with
the exception of those elements in each proposal that are defined by Consultant and
plainly marked as “Confidential,” "Business Secret" or “Trade Secret."
The City shall not be liable or in any way responsible for the disclosure of any such
proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or
"Business Secret," or if disclosure is required under the Public Records Act.
Although the California Public Records Act recognizes that certain confidential trade secret
information may be protected from disclosure, the City may not be in a position to establish
that the information that a prospective bidder submits is a trade secret. If a request is
made for information marked "Trade Secret" or "Business Secret," and the requester takes
legal action seeking release of the materials it believes does not constitute trade secret
information, by submitting a proposal, Consultant agrees to indemnify, defend and hold
harmless the City, its agents and employees, from any judgment, fines, penalties, and
award of attorneys fees awarded against the City in favor of the party requesting the
information, and any and all costs connected with that defense. This obligation to
indemnify survives the City's award of the contract. Consultant agrees that this
indemnification survives as long as the trade secret information is in the City's possession,
which includes a minimum retention period for such documents.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including arbitration or an
action for declaratory relief, to enforce or interpret the provision of this Agreement, the
prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief
to which that party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County San Mateo or in the United States District Court for
the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
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City of South San Francisco and Kimley-Horn and Associates Page 14 of 16
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12)
months, an employee, agent, appointee, or official of the City. If Consultant was an
employee, agent, appointee, or official of the City in the previous twelve (12) months,
Consultant warrants that it did not participate in any manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation of
Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be
entitled to any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, and Consultant will be required to reimburse the City for any
sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it
may be subject to criminal prosecution for a violation of Government Code § 1090 and, if
applicable, will be disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by Richard Cho
("Contract Administrator"). All correspondence shall be directe d to or through the Contract
Administrator or his or her designee.
10.10 Notices. All notices and other communications which are required or may be given under
this Agreement shall be in writing and shall be deemed to have been duly given (i) when
received if personally delivered; (ii) when received if transmitted by telecopy, if received
during normal business hours on a business day (or if not, the next business day after
delivery) provided that such facsimile is legible and that at the time such facsim ile is sent
the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery
to a domestic address by recognized overnight delivery service (e.g., Federal Express);
and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In
each case notice shall be sent to the respective Parties as follows:
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City of South San Francisco and Kimley-Horn and Associates Page 15 of 16
Consultant:
Kimley-Horn and Associates
1300 Clay Street, Suite 325
Oakland, CA 94612
City:
City Clerk
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
10.11 Professional Seal. Where applicable in the determination of the contract administrator,
the first page of a technical report, first page of design specifications, and each page o f
construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled
"Seal and Signature of Registered Professional with report/design responsibility," as in the
following example.
Seal and Signature of Registered Professional with
report/design responsibility.
10.12 Integration. This Agreement, including all Exhibits attached hereto, and incorporated
herein, represents the entire and integrated agreement between City and Consultant and
supersedes all prior negotiations, representations, or agreements, either written or oral
pertaining to the matters herein.
10.13 Counterparts. This Agreement may be executed in counterparts and/or by f acsimile or
other electronic means, and when each Party has signed and delivered at least one such
counterpart, each counterpart shall be deemed an original, and, when taken together with
other signed counterpart, shall constitute one Agreement, which shal l be binding upon and
effective as to all Parties..
10.14 Construction. The headings in this Agreement are for the purpose of reference only and
shall not limit or otherwise affect any of the terms of this Agreement. The parties have had
an equal opportunity to participate in the drafting of this Agreement; therefore any
construction as against the drafting party shall not apply to this Agreement.
The Parties have executed this Agreement as of the Effective Date.
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City of South San Francisco and Kimley-Horn and Associates Page 16 of 16
CITY OF SOUTH SAN FRANCISCO Consultants
____________________________ _____________________________________
City Manager NAME:
TITLE:
Attest:
_____________________________
City Clerk
Approved as to Form:
____________________________
City Attorney
2729962.1
EXHIBIT A
SCOPE OF SERVICES
GENERAL
A general description of the services, tasks, and responsibilities of the Consultant (Kimley-Horn
and Associates, Inc.) are as follows:
PREAMBLE TO BASIC SERVICES:
This project aims to implement the Kadence Adaptive Traffic Signal System at all signalized
project intersections (up to 100) owned and operated by the City of South San Francisco. The
improvements entail (1) evaluation of existing traffic signal communications network and
vehicle detection system, (2) preparation of construction documents for needed upgrade and
replacement of existing field elements, (3) deployment of KITS/Kadence system software and
hardware, (4) configuration and integration of traffic signal controllers and network switches, (5)
post-installation system fine-tuning, (6) training and documentation, and (7) system maintenance
and support.
RESPONSIBILITIES OF CITY:
The City shall provide available traffic signal as-builts, field communications network record
drawings, City utility plat maps, intersection right-of-way information, existing traffic signal
timing sheets, technical staff knowledgeable of City’s traffic signal/detection equipment and
traffic signal communications network to support Kimley-Horn during field investigation tasks.
BASIC SERVICES:
TASK 1 – PROJECT MANAGEMENT
City Staff Coordination: Participate in bi-weekly conference calls with City staff to discuss
current action items and schedule-based completion of project design elements.
Meeting Agenda and Minutes: Consultant will prepare meeting agenda and meeting minutes for
all meetings, including project kick-off meeting, and up to ten (10) in-person meetings at City
offices.
Project Schedule: Consultant will prepare a detailed project schedule from project initiation
through system implementation and turn-on. Schedule will be updated monthly with completed
tasks and critical path items clearly identified. Consultant will provide City with a baseline
project schedule at the project kick-off meeting.
Task 1 Deliverables:
Meeting agendas
Meeting notes
Monthly schedules
TASK 2 – BACKGROUND RESEARCH/INFORMATION GATHERING
Consultant will request and review available City-furnished relevant existing conditions
information including, but not limited to, traffic signal and communications network as-builts,
utility and right-of-way mapping, aerial photographs, traffic signal timing sheets, and any other
information pertinent to the design and implementation of this project.
Consultant will conduct field reconnaissance at relevant traffic signal locations to document
existing field elements including communications network equipment and infrastructure,
cabinet/controller type, detection type and location, lane configuration, signal phasing, posted
speed limits, and visible utilities.
Task 2 Deliverables:
Existing Traffic Signal and Communication Network System Inventory Report
TASK 3 – COMMUNICATIONS AND DETECTION SYSTEM EVALUATION
Consultant will review the existing detection configuration at each project intersection, based
upon the information gathered in Task 2, and provide the City a list of recommended
modifications to the existing detection system.
Kadence requires IP communications from each traffic signal to the Kadence central server.
Consultant will review existing traffic signal communications network, and provide the City a
list of recommended modifications to the existing communications network. Any communication
links that are currently serial will need to be upgraded to IP either through installation of new
communications network hardware or installation of new infrastructure.
Task 3 Deliverables:
Field notes
Field photos
Memorandum documenting existing conditions and recommended modifications to
communications and detection system
TASK 4 – PLANS, SPECIFICATIONS, AND ESTIMATE (PS&E)
Based on City-approved recommended changes to the existing communications and detection
system outlined in Task 3, Consultant will prepare 65% and 95% PS&E submittals for
installation of field elements by a construction contractor. Each review cycle is assumed to be
three weeks. The 100% PS&E package will be submitted for a final City plan check prior to
providing the Final Bid Ready construction documents.
65% PS&E: Consultant will prepare design plans, a construction cost estimate, and technical
specifications for installation and/or removal of traffic signal controller and cabinet equipment,
and traffic signal communications network equipment.
The anticipated breakdown of sheets for the for the 65% plans is as follows:
Title Sheet
General notes sheet
Traffic signal plans
Communications system diagram
Electrical detail sheets
95% PS&E: Based on City’s comments, Consultant will revise the 65% design to produce the
95% PS&E. Consultant will provide 65% comment response matrix, with revised submittal.
Consultant will also prepare the 95% technical specifications and construction cost estimate in
PDF format.
100% PS&E: Consultant will submit the 100% PS&E to the City for a final plan check review. It
is anticipated that any comments resulting from the plan check will be editorial in nature and will
be communicated to Consultant via email or discussed over the phone.
Final Bid Documents: Consultant will make any necessary revisions to the 100% PS&E to
develop the Bid Documents, plans and specifications, and submit to City. Bid documents will
have a wet stamp and signature by Consultant’s Project Engineer.
Task 4 Deliverables:
65%, 95%, 100%, Plans, Technical Specifications, and Cost Estimate
95%, 100% Comment Resolution Matrix
Final Bid Documents (Plans and Technical Specifications)
TASK 5 – DEPLOY KADENCE CENTRAL SYSTEM AND HARDWARE
Consultant will purchase central system hardware including Kadence servers, Kadence
workstation, database software, and operating system software. Following setup and installation
of Kadence hardware, Consultant will deploy KITS central traffic signal system at the City
Traffic Management Center (TMC). Consultant will configure all applicable parameters
(communications address, signal graphics, arterials, sections, and groups) for all project
intersections.
Consultant will provide the following:
Kadence ATCS license for all project intersections
KITS license for all project intersections
Two (2) mid-range Dell or HP servers for Kadence/KITS (one application server, one database
server)
One (1) mid-range Dell or HP workstation computer with keyboard/mouse
One (1) networking switch suitable for rack-mounting
SQL server license and Microsoft applications necessary for KITS and Kadence operation
Consultant will complete workstation setup and installation at the direction of City staff. Prior to
delivery of central system hardware, Consultant will provide City’s Project Manager hardware
submittals for review and approval.
Task 5 Deliverables:
Central system hardware submittals
One copy of SQL server software
One copy of Microsoft Office
Two mid-range Dell or HP 19-inch rack-mount servers
One mid-range Dell or HP workstation computer with keyboard/mouse
One rack-mount network switch
Network Configuration/Setup Memorandum
TASK 6 – CONFIGURE, INTEGRATE AND FINE-TUNE KADENCE SIGNALS
Following completion of detection and communication field modifications, consultant will
purchase, configure, and bench test 2070/ATC traffic signal controllers (with standard 1-year
warranty) prior to delivery to the City for installation by the construction contractor. Consultant
will input timing plans into the controllers and facilitate controller integration in the field, post-
installation. Consultant will purchase, configure, and bench-test communications switches and
facilitate communications switch integration in the field, post-installation.
Consultant will configure Kadence parameters (TOD schedule, detector to phase assignments,
coordination patterns, and phase timings) on new controllers following field installation.
Task 6 Deliverables:
Configuration and tuning of Kadence field parameters
Memorandum on Kadence configuration setup
TASK 7 – TRAINING AND DOCUMENTATION
Consultant will provide classroom and individual KITS/Kadence on-site training for City staff
for any number of users/trainee, over two days. Additional training can be requested and
provided at any time during the maintenance phase. Consultant will provide a training plan to the
City 30 days prior to the scheduled training. The plan will include lesson plans for each course
detailing the literature, standard operating procedures, manuals, and test materials that will be
used.
Task 6 Deliverables:
Training plan
Training materials
Kadence user manual
KITS user manual
Quick start guide
TASK 8 – MAINTENANCE AND SUPPORT
Consultant will provide five-years of maintenance and support for all KITS/Kadence hardware
and software. Support will consist of an “unlimited” number of hours of on-site, web, phone, and
email support for five (5) years following system acceptance. KH will provide at minimum one
(1) update to Kadence software each maintenance year, and additional updates as determined by
KH staff to provide additional functionality to Kadence. Any warranty items and operational
deficiencies identified by City staff will be repaired by KH at no additional fee during the
maintenance phase.
Task 8 Deliverables:
5-year maintenance and support
EXHIBIT B
COMPENSATION SCHEDULE
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L
EXHIBIT C
INSURANCE CERTIFICATES
[OPTIONAL] EXHIBIT D
FORM 590