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HomeMy WebLinkAboutReso 14-2022 (21-743)File Number: 21-743 City of South San Francisco City Council Resolution: RES 14-2022 P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA Enactment Number: RES 14-2022 RESOLUTION AWARDING A CONSTRUCTION CONTRACT TO ECONOLITE SYSTEMS, INC. OF ANAHEIM, CALIFORNIA, ACCEPTING AN ADDITIONAL $1,600,000 IN GRANT FUNDING FROM C/CAG, APPROVING A CONTRACT AMENDMENT WITH KIMLEY HORN AND ASSOCIATES AND APPROVING AN OWNERSHIP, OPERATIONS, AND MAINTENANCE AGREEMENT WITH CITY/COUNTY ASSOCIATION OF GOVERNMENTS (C/CAG), ALL FOR THE SMART CORRIDORS SOUTH SAN FRANCISCO EXPANSION PROJECT (PROJECT NO. TR2002). WHEREAS, the South San Francisco Smart Corridors Expansion Project is part of the overall countywide traffic management system Smart Corridors deployment; and WHEREAS, the City issued a notice inviting bids for the project on October 19, 2021, and October 26, 2021, and received four (4) bid proposals in response; and WHEREAS, Econolite Systems, Inc. of Anaheim, California was the lowest responsible bidder and provided competitive unit prices; and WHEREAS, staff recommends awarding the construction contract to Econolite Systems, Inc. of Anaheim, California in an amount not to exceed $5,372,702; and authorizing a construction contract authority budget of $5,909,972; and WHEREAS, C/CAG, as the funding agency for the project, approved a project budget of $6.559M in January 2021, which is funded in part by the State and in part by C/CAG; and WHEREAS, C/CAG has provided $0.917M of funding pursuant to a Funding Agreement between the City and C/CAG; and WHEREAS, in December 2021, C/CAG's Board of Directors approved increasing the C/CAG funding by $1.6M to cover the $1.2M related to the construction bids and $0.4M related to anticipated additional underground and integration costs for a total construction budget of $8.159M; and WHEREAS, staff recommends approving a Funding Agreement amendment with C/CAG accepting the additional $1.6M in funding for a total construction budget of $8.159M; and City of South San Francisco Page 1 File Number: 21-743 Enactment Number: RES 14-2022 WHEREAS, staff recommends approving Budget Amendment #22.043 which would amend the fiscal year 2021/22 Capital Improvement Program to increase the Smart Corridors Expansion Project (tr2002) budget by $1.6M; and WHEREAS, Kimley-Horn and Associates is the City's design engineer for the Smart Corridor Expansion Project; and WHEREAS, to date, they have provided professional services to complete the design, permitting and construction documents; and WHEREAS, staff recommend approving an amendment to Kimley-Horn and Associate's contract to provide additional design support during construction for an additional amount of $79,720, for an amount not to exceed $359,720 and authorizing a total contract authority budget of $395,692; and WHEREAS, on September 25, 2008, the City of South San Francisco executed a Memorandum of Understanding (MOU) between all participating parties in which the City agreed to work cooperatively and to provide input during the development of the Smart Corridors project; and WHEREAS, the executed MOU addressed the general objectives and framework of the Smart Corridors Project and was not intended to commit any agency to funding, or long-term significant maintenance and operations responsibilities, but particular agreement would be executed during the subsequent stages of the Project to set forth specific roles and responsibilities; and WHEREAS, as the Smart Corridor Project proceeds in SSF, the City and C/CAG have negotiated an Ownership, Operation and Maintenance Agreement outlines and defines the roles, responsibilities, terms, and conditions for the ownership, operation, and maintenance of equipment and components constructed as part of the Smart Corridors SSF Expansion; and WHEREAS, during major traffic incidents along the 101, Caltrans will control traffic signals, cameras and directional signs. A separate agreement will be drafted between the City and Caltrans outlining operations of traffic cameras and directional signs during major traffic incidents. NOW THEREFORE BE IT RESOLVED, that the City Council of South San Francisco hereby takes the following actions: Awards a construction contract for the Smart Corridors Expansion Project to Econolite System, Inc. of Anaheim, California, in an amount not to exceed $5,372,702, authorizing a total construction contract authority budget of $5,909,972, conditioned on Econolite Systems, Inc. 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. 2. Authorizes the City Manager to execute the construction contract, a draft of which is attached hereto as Exhibit A and incorporated herein, and to make any revisions, amendments, or City of South San Francisco Page 2 File Number: 21-743 Enactment Number: RES 14-2022 modifications, deemed necessary to carry out the intent of this resolution which do not materially alter or increase the City's obligations thereunder, subject to approval as to form by the City Attorney. 3. Approves a Funding Agreement amendment with City/County Association of Governments of San Mateo County (C/CAG) accepting an additional $1.6M C/CAG funding for the construction phase of the Smart Corridors South San Francisco Expansion Project. 4. Authorizes the City Manager to execute the Funding Agreement amendment, a draft of which is attached hereto as Exhibit B and incorporated herein, and to make any revisions, amendments, or modifications, deemed necessary to carry out the intent of this resolution which do not materially alter or increase the City's obligations thereunder, subject to approval as to form by the City Attorney. 5. Approves Budget Amendment #22.043 which would amend the Fiscal Year 2021/22 Capital Improvement Program to increase the Smart Corridors Expansion Project (tr2002) budget by $1.6M. 6. Approves a First Amendment with Kimley-Horn and Associates to the current consulting service agreement, increasing the not to exceed amount by $79,720, for an amount not to exceed $359,720 and authorizing a total contract authority budget of $395,692. 7. Authorizes the City Manager to execute the agreement amendment with Kimley-Horn and Associates, a draft of which is attached hereto as Exhibit C and incorporated herein, and to make any revisions, amendments, or modifications deemed necessary to carry out the intent of this resolution, which do not materially alter or increase the City's obligations thereunder, subject to approval as to form by the City Attorney. 8. Approves executing an Ownership, Operations, and Maintenance Agreement with City/County Association of Governments (C/CAG) for the Smart Corridors South San Francisco Expansion Project (Project No. tr2002). 9. Authorizes the City Manager to execute the Ownership, Operations, and Maintenance Agreement with City/County Association of Governments (C/CAG), a draft of which is attached hereto as Exhibit D and incorporated herein, and to make any revisions, amendments, or modifications deemed necessary to carry out the intent of this resolution, which do not materially alter or increase the City's obligations thereunder, subject to approval as to form by the City Attorney. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the Finance Department to establish the Project Budget consistent with the information contained in the staff report and authorizes the City Manager to utilize unspent amount of the total Project, if necessary, towards the construction contingency budget. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the City Manager to take any other related actions consistent with the intention of the Staff Report and Resolution. City of South San Francisco Page 3 File Number: 21-743 Enactment Number: RES 14-2022 At a meeting of the City Council on 1/26/2022, a motion was made by Councilmember Addiego, seconded by Councilmember Coleman, that this Resolution be approved. The motion passed. Yes: 5 Mayor Nagales, Vice Mayor Nicolas, Councilmember Coleman, Councilmember Flores, and Councilmember Addiego Attest by 41 Rosa Govea Aco City Clerk City of South San Francisco Page 4 Exhibit A FORM OF AGREEMENT FOR PUBLIC IMPROVEMENTS THIS AGREEMENT made and entered into this , day of , between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation and political subdivision of the State of California, hereinafter called "CITY", and Econolite Systems, Inc., hereinafter called "CONTRACTOR"'. WITNESSETH: WHEREAS, City has taken appropriate proceedings to authorize construction of the public work and improvements herein provided and execution of this contract. WHEREAS, a notice was duly published for bids for the contract for the improvements hereinafter described. WHEREAS, on , notice duly given, the City Council ("Council") of said City awarded the contract for the construction of the improvements hereinafter described to the Contractor, which Contractor said Council found to be the lowest responsible bidder for said improvements. WHEREAS, City and Contractor desire to enter into this agreement for the construction of said improvements pursuant to the terms, definitions, and conditions set forth in the General Provisions and other Contract Documents. IT IS AGREED as follows: 1. Scope of Work. Contractor shall perform the Work described briefly as follows: The Work consists of the furnishing of all labor, materials, tools, equipment, and services necessary for the construction of the South San Francisco Smart Corridor; in accordance with the Contract Documents. Also included are any such other items or details not mentioned above that are required by the Contract Documents, which are to be constructed or furnished and installed as shown on the plans, as specified herein and as directed by the Engineer. The aforementioned improvements are further described in the "Contract Documents" hereinafter referred to. 2. The Contract Documents. The complete Contract consists of the following documents: (A) Notice Inviting Bids (B) Part I — Submitted Proposal (as accepted) (C) This Agreement, including Contractor's Payment Bond, Faithful Performance Bond and Guaranty Bond. (D) Part Il — General Conditions 'The term "Contractor" as used herein is employed without distinction as to either number or gender and shall include whenever the context shall permit all agents, representatives, employees, servants, subcontractors and business or social invitees. (E) Part III — Special Provisions: Special Conditions and Technical Specifications, including State Standard Specifications dated 2018, sections 10-99, as revised in Revised Standard Specifications (RSS) dated April 16, 2021 (F) Part IV — Project Plans, approved September 20, 2021 (G) Administrative subsections of the State Standard Specifications dated 2018, as specifically referenced in contract Parts I-IV and as revised in RSS dated April 16, 2021 All rights and obligations of City and Contractor are fully set forth and described in the contract documents. All of the above-named documents are intended to cooperate, so that any work called for in one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents. The documents comprising the complete contract will hereinafter be referred to as "the Contract Documents." 3. Equipment - Performance of Work. Contractor shall furnish all tools, equipment, apparatus, facilities, labor, and materials necessary to perform and complete in a good and workmanlike manner the Work of general construction as called for, and for the manner designated in, and in strict conformity with, the plans and specifications for said Work entitled: SMART CORRIDORS EXPANSION PROJECT The equipment, apparatus, facilities, labor, and materials shall be furnished and said Work performed and completed as required in said plans and specifications under the direction and supervision and subject to the approval of the Engineer of said City or the Engineer's designated assistant. 4. Contract Price. City shall pay, and Contractor shall accept, in full payment for the Work agreed to be done the sum of ($). Said price is determined by the lump sum price contained in Contractor's bid proposal ("Bid"). The lump sum price and unit prices are set forth in the completed Bid forms attached hereto and made a part hereof as if set forth herein verbatim. In the event work is performed or materials furnished in addition to those set forth in Contractor's bid and the specifications herein, such work and materials will be paid for at the unit prices therein contained. Said amount shall be paid in installments as hereinafter provided. 5. Rights of City to Increase Working Dam If such Work is not completed within the time specified, the Engineer shall have the right to increase the number of working days in the amount it may determine will best serve the interest of the City. If it desires to increase said number of working days, it shall have the further right to charge to Contractor and deduct from the final payment for the Work the actual cost of engineering, inspection, superintendence, and other overhead expenses which are directly chargeable to Contractor and which accrue during the period of such extension, except that the cost of the final service and preparation of the final estimates shall not be included in such charges, provided, however, that no extension of time for the completion of such Work shall be allowed unless at least twenty (20) calendar days prior to the time herein fixed for the completion thereof or the time fixed by the Engineer for such completion as extended, Contractor shall have filed application for extension thereof, in writing with the Engineer. 6. Option of City to Terminate Agreement in Event of Failure to Complete Work. If at any time in the opinion of the Engineer, the Contractor has refused or failed to prosecute the Work or any severable part thereof, with such diligence as will insure its work, or any completion within the time specified, or any extensions thereof, or shall have failed to complete said work within such time, or if Contractor should be adjudged a bankrupt, or if Contractor should make a general assignment for the benefit of Contractor's creditors, or if a receiver should be appointed in the event of Contractor's insolvency, or if Contractor, or any Subcontractor, should violate any of the provisions of this Agreement, the Engineer may give written notice to Contractor, and Contractor's sureties of its intention to terminate this Agreement, such notice to contain the reasons for such intention to terminate this Agreement, and unless within five calendar (5) days after the serving of such notice, such violation shall cease and satisfactory arrangements for the correction thereof be made, this Agreement may, at the option of City, upon expiration of said time, cease and terminate. Any excess of cost arising therefrom over and above the contract price will be charged against the Contractor and the Contractor's sureties who will be liable therefore. In the event of such termination, all money due the Contractor or retained under the terms of this contract shall be forfeited to the City; but such forfeiture will not release the Contractor or the Contractor's sureties from liability or failure to fulfill the contract. The Contractor and the Contractor's sureties will be credited with the amount of money so forfeited toward any excess of cost over and above the contract price, arising from the suspension termination of the operations of the contract and the completion of the Work by the City as above provided, and the Contractor will be so credited with any surplus remaining after all just claims for such completion have been paid. In the determination of the question whether there has been any such noncompliance with the contract as to warrant the suspension termination or annulment thereof, the decision of the Engineer shall be binding on all parties to the contract. 7. Termination of Contract for Convenience. The City also reserves the right to terminate the contract at any time upon a determination by the Engineer in the Engineer's sole discretion that termination of the contract is in the best interest of the City. If the City elects to terminate the contract for convenience, the termination of the contract and the total compensation payable to the Contractor shall be governed by the following: (A) The City will issue the Contractor a written notice signed by the Engineer, specifying that the contract is terminated. Upon receipt of said written notice, the Contractor will be relieved of further responsibility for damage to the Work (excluding materials) as specified in Section VII -17, "Contractor's Responsibility for the Work," of the General Conditions and, except as otherwise directed in writing by the Engineer, the Contractor shall: (1) Stop all work under the contract except that specifically directed to be completed prior to acceptance. (2) Perform work the Engineer deems necessary to secure the project for termination. (3) Remove equipment and plant from the site of the Work. (4) Take such action as is necessary to protect materials from damage. (5) Notify all subcontractors and suppliers that the contract is being terminated and that their contracts or orders are not to be further performed unless otherwise authorized in writing by the Engineer. (6) Provide the Engineer with an inventory list of all materials previously produced, purchased or ordered from suppliers for use in the Work and not yet used in the Work, including its storage location, and such other information as the Engineer may request. (7) Dispose of materials not yet used in the Work as directed by the Engineer. It shall be the Contractor's responsibility to provide the City with good title to all materials purchased by the City hereunder, including materials for which partial payment has been made as provided in Section IX -2, "Progress Payments," of the General Conditions and with bills of sale or other documents of title for such materials. (8) Subject to the prior written approval of the Engineer, settle all outstanding liabilities and all claims arising out of subcontracts or orders for materials terminated hereunder. To the extent directed by the Engineer, the Contractor shall assign to the City all the right, title, and interest of the Contractor under subcontracts or orders for materials terminated hereunder. (9) Furnish the Engineer with the documentation required to be furnished by the Contractor under the provisions of the contract, including, on projects as to which Federal and State funds are involved, all documentation required under the Federal and State requirements included in the contract. (10) Take such other actions as the Engineer may direct. (B) Acceptance of the contract as hereinafter specified shall not relieve the Contractor of responsibility for damage to materials. The Contractor shall continue to be responsible for damage to materials after issuance of the Notice of Termination, except as follows: (1) The Contractor's responsibility for damage to materials for which partial payment has been made as provided in Section IX -2, "Progress Payments," of the General Conditions and for materials furnished by the City for use in the Work and unused shall terminate when the Engineer certifies that such materials have been stored in the manner and at the locations the Engineer has directed. (2) The Contractor's responsibility for damage to materials purchased by the City subsequent to the issuance of the notice that the contract is to be terminated shall terminate when title and delivery of such materials has been taken by the City. (3) When the Engineer determines that the Contractor has completed the Work under the contract directed to be completed prior to termination and such other work as may have been ordered to secure the project for termination, the Contractor will recommend that the Engineer formally accept the contract to the extent performed, and immediately upon and after such acceptance by the Engineer, the Contractor will not be required to perform any further Work thereon and shall be relieved of the Contractor's contractual responsibilities for injury to persons or property which occurs after the formal acceptance of the project by the Engineer. (C) Termination of the contract shall not relieve the surety of its obligation for any just claims arising out of the work performed. (D) The total compensation to be paid to the Contractor shall be determined by the Engineer on the basis of the following: (1) The reasonable cost to the Contractor, without profit, for all work performed under the contract, including mobilization, demobilization and work done to secure the project for termination. In determining the reasonable cost, deductions will be made for the cost of materials to be retained by the Contractor, amounts realized by the sale of materials, and for other appropriate credits against the cost of the work. When, in the opinion of the Engineer, the cost of a contract item of work is excessively high due to costs incurred to remedy or replace defective or rejected work, the reasonable cost to be allowed will be the estimated reasonable cost of performing such work in compliance with the requirements of the plans and specifications and the excessive actual cost shall be disallowed. (2) A reasonable allowance for profit on the cost of the work performed as determined under Subsection (1), provided the Contractor establishes to the satisfaction of the Engineer that it is reasonably probable that the Contractor would have made a profit had the contract been completed and provided further, that the profit allowed shall in no event exceed four (4) percent of said cost. (3) The reasonable cost to the Contractor of handling material returned to the vendor, delivered to the City, or otherwise disposed of as directed by the Engineer. (4) A reasonable allowance for the Contractor's administrative costs in determining the amount payable due to termination of the contract. (5) A reasonable credit to the City for defective or incomplete work not corrected All records of the Contractor and subcontractors necessary to determine compensation in accordance with the provisions of this Section 5 shall be open to inspection or audit by representatives of the City at all times after issuance of the Notice of Termination and for a period of three (3) years, thereafter, and such records shall be retained for that period. After acceptance of the Work by the Engineer, the Engineer may make payments on the basis of interim estimates pending issuance of the Final Estimate in accordance with Section IX -7, "Final Payment," of the General Conditions when, in the Engineer's opinion, the amount thus paid, together with all amounts previously paid or allowed, will not result in total compensation in excess of that to which the Contractor will be entitled. All payments, including payment upon the Final Estimate shall be subject to deduction for prior payments and amounts, if any, to be kept or retained under the provisions of the contract. If this contract is terminated by the City for cause, and it is later determined that the proper basis for a termination for cause did not exist, the termination shall be deemed to have been a termination for convenience and governed by the terms of this contract dealing with such termination. If the contract is terminated by the City for cause or convenience, such termination shall neither act as a waiver by the City of its right to require the Contractor to correct defects in the Work performed by the Contractor nor void any warranties applicable to the Work performed under the contract. The provisions of this Section 5 shall be included in all subcontracts. In the event of conflict between the termination provisions of this Section 8 and any other provision or the contract, this Section 5 shall prevail. 8. Performance by Sureties. In the event of any termination as herein before provided, City shall immediately give written notice thereof to Contractor and Contractor's sureties and the sureties shall have the right to take over and perform the Agreement, provided, however, that if the sureties, within five (5) working days after giving them said notice of termination, do not give the City written notice of their intention to take over the performance of the Agreement and do not commence performance thereof within five (5) working days after notice to the City of such election, City may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable, for the account, and at the expense, of Contractor, and the sureties shall be liable to City for any excess cost or damages occasioned City thereby; and, in such event, City may, without liability for so doing, take possession of and utilize in completing the Work such materials, appliances, plant, and other property belonging to Contractor as may be on the site of the Work and necessary therefore. Should Contractor contract in an individual capacity, the surety bond shall contain the following provision: "Should Contractor contract in the Contractor's individual capacity, the death of the Contractor shall not relieve the surety of its obligations." 9. Hold -Harmless Agreement and Contractor's Insurance. Contractor agrees to, and shall, hold City, its elective and appointive boards, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Contractor's or any of Subcontractor's operations under this Agreement, whether such operations be by Contractor or by any Subcontractor or Subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for, Contractor or any Subcontractor or Subcontractors. Contractor agrees to, and shall, defend City and its elective and appointive boards, officers, agents, and employees from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid operations, provided as follows: (A) The City does not, and shall not, waive any rights against Contractor which it may have by reason of the aforesaid hold -harmless agreement, because of the acceptance by City, or the deposit with City by Contractor, of any of the insurance policies hereinafter described in Paragraph 15, "Insurance" hereof. (B) That the aforesaid hold -harmless agreement by Contractor shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations of Contractor or any Subcontractor, regardless of whether or not such insurance policies shall have been -determined to be applicable to any of such damages or claims for damages. 10. Insurance. The Contractor shall take out and maintain during the life of this Agreement the following policies of insurance: (A) Workers' Compensation and Employers' Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor makes the following certification, required by Section 1861 of the California Labor Code: "I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this contract". (B) Comprehensive General Liability Insurance. Public Liability Insurance (includes premises, elevator - if applicable, products, completed operations, personal injury and contractual): (1) Bodily Injury Liability: $ 500,000 each person $1,000,000 each occurrence (2) Property Damage Liability [includes XCU (explosion, collapse, and underground damage); water damage and broad form property damage or third party liability]: $ 500,000 per occurrence (C) Comprehensive Automobile Liability Insurance (includes owned non -owned and hired vehicles): (1) Bodily Injury Liability: $ 500,000 per person $1,000,000 each occurrence (2) Property Damage Liability: $ 500,000 each occurrence (D) It is agreed that the insurance required by Subsections B and C, in an aggregate amount of not less than ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000), shall be extended to include as additional insured the City of South San Francisco, its elective and appointive boards, commissions, officers, agents, employees, with respect to operations performed by the Contractor, as described herein. Evidence of this insurance described above shall be provided to City upon execution of this Agreement and shall be subject to approval of the City Attorney as to form, amount, and carrier. The policy of insurance shall also contain a provision indicating that such insurance shall not be reduced or cancelled except upon thirty (30) calendar days written notice to City. In addition, the following endorsement shall be made on said policy of insurance: "The following are named as additional insured on the above policies: The City of South San Francisco, its elective and appointive boards, officers, agents, and employees." "Notwithstanding any other provision in this policy, the insurance afforded hereunder to the City of South San Francisco shall be primary as to any other insurance or re -insurance covering or available to the City of South San Francisco, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted." The above requirements that the City be named as additional insured, that the insurance shall be primary to any other, and that the insurance not be cancelled without notice, shall be provided in the form of an endorsement signed by an authorized representative of the insurance company providing coverage, who shall declare his or her authority to sign on behalf of the insurer. 11. Proof of Carriage of Insurance. Contractor shall furnish City through the Engineer, concurrently with the execution hereof, with satisfactory proof of carriage of the insurance required and that each carrier shall give City at least thirty (30) calendar days prior notice of the cancellation or change of any policy during the effective period of this contract. Further, if the Contractor'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. 12. Provisions Cumulative. The provisions of this Agreement are cumulative, and in addition to and not in limitation of, any other rights or remedies available to City. 13. Form FHWA 1273. For a Federal -aid contract, form FHWA-1273 is included in this Agreement as Attachment B. Comply with its provisions. Interpret the training and promotion section as specified in section 7-1.11A of the State Standard Specifications. 14. Federal Minimum Wage Rates — For a Federal -aid contract, federal minimum wage rates apply and are included in the Agreement as Attachment C. 15. Appendix E of the Title VI Assurances. For a Federal -aid contract, federal nondiscrimination requirements (entitled appendix R of the Title VI Assurances) apply and are incorporated into this Agreement as Attachment D. 16. Notices. All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Notices required to be given to City shall be addressed as follows: City Clerk City Hall, 400 Grand Avenue South San Francisco, California 94080 Notices required to be given to Contractor shall be addressed as follows: Notices required to be given sureties of Contractor shall be addressed as follows: Notices required to be given to the Escrow Agent of Contractor, if any, shall be addressed as follows: 17. Interpretation. As used herein, any gender includes each other gender, the singular includes the plural, and vice versa. IN WITNESS WHEREOF, two (2) identical counterparts of this Agreement, consisting of twelve (12) pages (being pages A-1 through A-12), each of which counterparts shall for all purposes be deemed an original of said Agreement, have been duly executed by the parties hereinabove named, on the day and year first hereinabove written. CITY OF SOUTH SAN FRANCISCO, CONTRACTOR: A Municipal Corporation By: Mike Futrell, City Manager By. (If Contractor is an individual, so state. If Contractor is a Corporation, a corporate seal or signatures of the President or Vice President and the Secretary Treasurer are required). APPROVED AS TO FORM: City Attorney ATTEST: City Clerk ATTACHMENT A ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION THIS ESCROW AGREEMENT is made and entered into by and between the City of South San Francisco whose address is 400 Grand Ave., P.O. Box 711, South San Francisco, CA 94083, hereinafter referred to as "City," and whose address is hereinafter called "Contractor" and ,whose address is , hereinafter called "Escrow Agent." For the consideration hereinafter set forth, the Owner, Contractor, and Escrow Agent agree as follows: 1. Pursuant to Section 22300 of the Public Contract Code of the State of California, Contractor has the option to deposit securities with Escrow Agent as a substitute for retention earnings required to be withheld by Owner pursuant to the Construction Contract entered into between the Owner and Contractor for in the amount of dollars ($) dated - (hereinafter referred to as the "Contract"). Alternately, on written request of the Contractor, the Owner shall make payments of the retention earnings directly to the Escrow Agent. When the Contractor deposits the securities as a substitute for Contract earnings, the Escrow Agent shall notify the Owner within 10 working days of the deposit. The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention under the terms of the Contract between the Owner and Contractor. Securities shall be held in the name of , and shall designate the Contractor as the beneficial owner. 2. The Owner shall make progress payments to the Contractor for those funds which otherwise would be withheld from progress payments pursuant to the Contract provisions, provided that the Escrow Agent holds securities in the form and amount specified above. 3. When the Owner makes payment of retentions earned directly to the Escrow Agent, the Escrow Agent shall hold them for the benefit of the Contractor until the time that the escrow created under this contract is terminated. The Contractor may direct the investment of the payments into securities. All terms and conditions of this agreement and the rights and responsibilities of the parties shall be equally applicable and binding when the Owner pays the Escrow Agent directly. 4. Contractor shall be responsible for paying all fees for the expenses incurred by Escrow Agent in administering the Escrow Account and all expenses of the Owner. These expenses and payment terms shall be determined by the Owner, Contractor, and Escrow Agent. 5. The interest earned on the securities or the money market accounts held in escrow and all interest earned on that interest shall be for the sole account of Contractor and shall be subject to withdrawal by Contractor at any time and from time to time without notice to the Owner. 6. Contractor shall have the right to withdraw all or any part of the principal in the Escrow Account only by written notice to Escrow Agent accompanied by written authorization from the Owner to the Escrow Agent that Owner consents to the withdrawal of the amount sought to be withdrawn by Contractor. 7. The Owner shall have a right to draw upon the securities in the event of default by the Contractor. Upon seven day's written notice to the Escrow Agent from the Owner of the default, the Escrow Agent shall immediately convert the securities to cash and shall distribute the cash as instructed by the Owner. 8. Upon receipt of written notification from the Owner certifying that the Contract is final and complete, and that the Contractor has complied with all requirements and procedures applicable to the Contract, Escrow Agent shall release to Contractor all securities and interest on deposit less escrow fees and charges of the Escrow Account. The escrow shall be closed immediately upon disbursement of all moneys and securities on deposit and payments of fees and charges. 9. Escrow Agent shall rely on the written notifications from the Owner and the Contractor pursuant to Sections (5) to (8), inclusive, of this Agreement, and the Owner and Contractor shall hold Escrow Agent harmless from Escrow Agent's release and disbursement of the securities and interest as set forth above. 10. The names of the persons who are authorized to give written notice or to receive written notice on behalf of the Owner and on behalf of Contractor in connection with the foregoing, and exemplars of their respective signatures are as follows: On behalf of Owner: On behalf of Contractor: Title Name Signature Address On behalf of Escrow Agent: Title Name Signature Address Title Name Signature Address At the time the Escrow Account is opened, the Owner and Contractor shall deliver to the Escrow Agent a fully executed counterpart of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement by their proper officers on the date first set forth above. Owner: Title Name Contractor: Title Name Signature Signature Approved as to form: Attest: City Attorney Date City Clerk Exhibit B AMENDMENT NO. 1 TO THE FUNDING AGREEMENT BETWEEN CITY/COUNTY ASSOCIATION OF GOVERNMENTS OF SAN MATEO COUNTY AND CITY OF SOUTH SAN FRANCISCO FOR CONSTRUCTION PHASE OF THE SMART CORRIDOR EXTENSION PROJECT WHEREAS, the City/County Association of Governments of San Mateo County (hereinafter referred to as "C/CAG,") and the City of South San Francisco, a municipal corporation, (hereinafter referred to as "City") are parties to an Agreement dated March 24, 2021, specifying each Party's obligations and responsibilities for the construction phase of the Smart Corridor extension project in the City (hereinafter referred to as the "Agreement"); and WHEREAS, pursuant to the Agreement, C/CAG was to provide the City funding in an amount not to exceed $917,000 to cover project construction costs during the term of the Agreement, through June 30, 2022; and WHEREAS, the City advertised the construction contract on October 19, 2021 and bids came in higher than the total funding available; and WHEREAS, as the project sponsor, C/CAG has an interest in project completion and wishes to contribute additional funds to coverable reasonable cost increases; and WHEREAS, construction is not anticipated to begin until February 2022, concluding in December 2022; and WHEREAS, C/CAG and the City desire to amend the Agreement as set forth herein. IT IS HEREBY AGREED by C/CAG and the City as follows: 1. The term of the Agreement, as provided in Section 2. Time of Performance, shall be extended through June 30, 2023. 2. Exhibit B, Funding Summary, shall be replaced in its entirety with a new Exhibit B, Revised Funding Summary, attached hereto and incorporated into the Agreement. 3. The recipient for communications at C/CAG stated in Section 20. Notices, shall be revised from Sandy Wong to Sean Charpentier. 8. Except as expressly amended herein, all other provisions of the Agreement shall remain in full force and effect. 9. This amendment shall take effect on December 10, 2021. SIGNATURES ON FOLLOWING PAGE CITY OF SOUTH SAN FRANCISCO CITY/COUNTY ASSOCIATION OF GOVERNMENTS OF SAN MATEO COUNTY By: Mike Futrell City Manager Approved as to Form: City Attorney Bv: Marie Chuang Chair Approved as to Form: Melissa Andrikopoulos Legal Counsel for C/CAG Exhibit B Revised Funding Summary Other Local Funds (i.e. Project STIP Measure M Cost Funds Vehicle Registration Fees) TLSP Funding Funds Total Component In thousands of dollars ($1,000) Construction Total $8,159 $8,159 $2,044 1 $2,517 $3,5987F—$8,=l $2,044 1 $2,517 $3,598 11 5 9 $8.159 Exhibit C FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND KIMLEY-HORN AND ASSOCIATES THIS FIRST AMENDMENT TO THE CONSULTING SERVICES AGREEMENT is made at South San Francisco, California, as of by and between THE CITY OF SOUTH SAN FRANCISCO ("City"), a municipal corporation, and Kimley-Horn and Associates ("Contractor"), (sometimes referred together as the "Parties") who agree as follows: RECITALS A. On , City and Contractor entered that certain Consulting Services Agreement ("Agreement") whereby Contractor agreed to provide project design, management, and related professional services for the Smart Corridor Expansion Project. A true and correct copy of the Agreement and its exhibits is attached as Exhibit A. B. City and Contractor now desire to amend the Agreement. NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Contractor hereby agree as follows: 1. All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary. 2. Section : Compensation. Section of the Agreement shall be amended such that the City agrees to pay Contractor an additional sum of $79,720, for an amended total not -to -exceed amount of $359,720, with the understanding that up to $ has already been paid to Contractor. Contractor agrees this is the City's total contribution for payment of costs under the Agreement unless additional payments are authorized in accordance with the terms of the Agreement and said terms of payment are mutually agreed to by and between the parties in writing. All other terms, conditions and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment. [SIGNATURES ON THE FOLLOWING PAGE] Page 1 of 2 Dated: CITY OF SOUTH SAN FRANCISCO CONTRACTOR Mike Futrell, City Manager [NAME] Kimley-Horn and Associates Approved as to Form: City Attorney Page 2 of 2 EXHIBIT D OWNERSHIP, OPERATION, and MAINTENANCE AGREEMENT Between CITY/COUNTY ASSOCIATION OF GOVERNMENTS OF SAN MATEO COUNTY (C/CAG) and THE CITY OF SOUTH SAN FRANCISCO for the SAN MATEO COUNTY SMART CORRIDORS PROJECT This Agreement by and between the City/ County Association of Governments of San Mateo County, hereinafter referred to as "C/CAG", and the City of South San Francisco, hereinafter referred to as "CITY," is for the purpose of outlining and defining the roles, responsibilities, terms, and conditions for the ownership, operation, and maintenance of equipment and components that are incorporated and integrated into the San Mateo County Smart Corridors Project, hereinafter referred to as "Smart Corridors", "Smart Corridors Project" or "the Project". CITY and C/CAG are sometimes individually referred to as a "Party" and collectively referred to as "Parties". RECITALS A. C/CAG and CITY entered into a prior Memorandum of Understanding (MOU), on September 15, 2008, acknowledging an agreement to work cooperatively to develop and implement the Smart Corridors Project. B. C/CAG and CITY entered into a Funding Agreement, on October 28, 2020, for the conduit purchase and installation for the Smart Corridors Project. C. This Agreement is intended to identify the overall commitment and responsibilities regarding ownership, operations, and maintenance of the Smart Corridors Project's unique equipment located within the CITY right-of-way during day-to-day operations and during major traffic incidents, as applicable. D. The original Smart Corridors is located along predefined designated arterial routes, parallel and perpendicular to US -101, including and not limited to State Route (SR) -82 (El Camino Real) between Interstate 380 (I-380) and University Avenue in East Palo Alto. The expansion segments extend north along US -101 from I-380 to the San Francisco County line including South San Francisco and Brisbane and along I-280 from I-380 north to the San Francisco County line including Daly City and Colma. E. The Smart Corridors Project enables the Project stakeholders to implement traffic management strategies through the deployment of Intelligent Transportation System (ITS) elements along state routes and major local streets. F. In addition to CITY, other project stakeholders with access to selective Smart Corridors specific equipment currently include the Town of Atherton, City of Belmont, City of Brisbane, City of Burlingame, Town of Colma, City of Daly City, City of East Palo Alto, 1of8 City of Menlo Park, City of Millbrae, City of Redwood City, City of San Bruno, City of San Carlos, and City of San Mateo. These stakeholders, who are not signatories to this Agreement, have entered into or will enter into separate agreements with C/CAG for the maintenance and operation of Smart Corridors specific equipment located within their respective jurisdictional boundaries. G. Caltrans District 4, who will have full access to Smart Corridors equipment throughout the Project limits, who is not a signatory to this Agreement, will enter into a separate agreement with C/CAG for the maintenance and operations of the Smart Corridors. H. It is anticipated that Caltrans will enter into a separate agreement with CITY regarding the detailed operations of the Smart Corridors. AGREEMENT The Parties hereto agree as follows: The new Intelligent Transportation System (ITS) elements to be installed in either CITY or Caltrans right-of-ways for the Smart Corridors Project, as depicted more particularly in Exhibit A attached hereto and incorporated herein, and referred to as New Equipment, are the following equipment and components: • Directional signs (trailblazers and other) • Fixed or pan -tilt -zoom (PTZ) closed-circuit television cameras (CCTV) • Communication facilities (conduit, fiber, copper, wireless, software, and associated equipment) • Arterial changeable message signs (Arterial Dynamic Message Signs — ADMS) • Center -to -center communications between San Mateo County Hub (SMCHub) and District 4 Traffic Management Center (D4TMC) • Power supply line and equipment The following elements, located within CITY right-of-way, are considered existing CITY owned equipment that is being upgraded to meet the operational needs of the Smart Corridors, referred to as Upgraded Equipment: Traffic signal controllers, cabinets, signal interconnect equipment, vehicle detection systems and signal operating software systems The New and Upgraded Equipment are sometimes collectively referred to as "Smart Corridor equipment" in this Agreement. When a major incident occurs on the US 101 such that capacity is severely reduced, it is anticipated that Caltrans will take over operations and control of both the New and Upgraded 2of8 Equipment. In the event that Caltrans does take over, such duration will be referred to as "during major traffic incidents" in this Agreement. Normal operations, without incidents, will be referred to as "during daily operations" in this Agreement. Pursuant to a separate C/CAG-CITY Agreement, CITY will advertise, award, and administer the construction contract for portions of the Smart Corridors Project located on local arterials within the CITY boundaries. Ownership 1. CITY shall continue to own the Upgraded Equipment located within CITY right-of-way, which were "Upgraded" by the Smart Corridor Project. 2. Upon completion of construction of the Smart Corridor Project, CITY shall own all New Equipment, which are, as listed above and shown in Exhibit A, the directional signs, CCTV cameras, communications (conduit, fiber, equipment), and vehicle detection system located within CITY right-of-way. Operations 1. CITY shall continue to operate the Upgraded Equipment located within City right-of-way at CITY's expense during daily operations. 2. Caltrans will be responsible for operating the New Equipment during major traffic incidents and CITY shall not be responsible for such operation during major traffic incidents. C/CAG shall coordinate with Caltrans and undertake reasonable steps to ensure: (a) the New Equipment remains operational to the extent feasible; and (b) that the CITY will have the ability to access the New Equipment system and view full system vehicle detection data, during both daily operations and during major traffic incidents. The Parties acknowledge that control of the New Equipment during major traffic incidents will remain with Caltrans, but the CITY will have an opportunity to share control of the directional signs during daily operations under separate agreement with Caltrans. 3. The Parties acknowledge that additional agreements with Caltrans and possibly other municipalities may be necessary for operating Smart Corridors equipment located in the CITY limits during major traffic incidents. Both Parties agree to pursue such agreements as necessary. Maintenance 1. CITY shall maintain the Upgraded Equipment at CITY's expense. 2. CITY shall assume the associated electrical utility costs of the New and Upgraded Equipment located within CITY's right-of-way. 3. Except for communication facilities identified above, C/CAG shall maintain the New Equipment, including directional signs, CCTV cameras, and vehicle detection system and the ADMS signs, located within CITY's right-of-way to the extent that funding is 3 of 8 available. Except for communication facilities, CITY will not be held responsible for maintenance of the New Equipment. Maintenance service for the New Equipment shall be scheduled by C/CAG at least on an annual basis. 4. C/CAG agrees to seek to secure the necessary funding required for maintaining the New Equipment (except for communication facilities) located within CITY's right-of-way. 5. C/CAG will not pay for graffiti removal on Smart Corridor equipment within the CITY's right-of-way. CITY shall be responsible for graffiti removal on facilities and equipment located within CITY's right-of-way. 6. C/CAG agrees to obtain a maintenance contractor that specializes in ITS equipment for maintenance of the New Equipment. C/CAG or its maintenance contractor will obtain an encroachment permit from the CITY for work within the CITY's right-of-way. 7. C/CAG shall serve as lead agency to administer the maintenance service contract or to oversee administration of the maintenance service contract for its Smart Corridor maintenance responsibility. C/CAG may assign this oversight and administration responsibility to an alternate entity with consent from CITY, which consent shall not be unreasonably withheld. 8. If CITY is aware of Smart Corridor equipment damage caused by a third party, CITY will notify and reasonably assist C/CAG in pursuing a claim against the offending party. 9. Maintenance activities described hereunder shall include but are not limited to the following tasks: adopt a performance-based approach, establish a proactive annual maintenance program, perform regular maintenance, repairs, and replacements; assure equipment is functioning properly. Maintenance programs established for the Smart Corridor equipment shall in no way be a standard of maintenance higher that that required by law. 10. For fiber conduits that do not interconnect signals, the City is responsible to protect the fiber communications lines by marking the location of these lines in the field during construction. The City will be responsible to repair any damage to the fiber communications lines caused by City Staff and contractors working for the City. The City will provide notice to C/CAG of any damage to fiber lines as soon as reasonably possible, but in no event more than two business days after City becomes aware of the damage. The City is also required to include the following language in any encroachment permits granted to any third party working in the City's right of way. "Fiber optic communication lines are present in the City right of way. It is the responsibility of the contractor to protect the integrity of those fiber communication lines during construction. The contractor will be liable for all damages to the communication lines and the repair or restoration thereof. " 11. For all fiber conduits not covered by Paragraph 10 above, the City is responsible to protect the fiber communications lines by marking the locations in the field during 4of8 construction. The City will be responsible to repair any damage to the communication lines caused by City staff, contractors working for the City, or any third party working under an encroachment permit issued by the City. 12. For any other communication facilities, the City shall maintain such facilities in a similar manner to that of other City -owned facilities in its ordinary course of municipal operations. Insurance During the term of this Agreement, both Parties shall ensure any Party or such Parry's contractors that is engaged in work on the Smart Corridors facility, at their respective sole cost and expense, furnish the other with certificates of insurance evidencing that they each have obtained and maintains insurance in the following amounts: A. 1. Workers' Compensation that satisfies the minimum statutory limits. B. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION DOLLARS ($2,000,000) annual aggregate, for bodily injury, property damage, completed operations and contractual liability coverage. C. Comprehensive automobile insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury and property damage including coverage for owned and non -owned vehicles. Effective Date and Term This Agreement shall be effective as of the day of , 2021 and continue until 2060, unless sooner terminated, or otherwise extended, by mutual consent of the Parties in writing. This Agreement may be modified only in writing and by mutual consent of both Parties. Indemnity and Hold Harmless To the fullest extent permitted by law, each Party to this Agreement shall indemnify and save harmless the other Party and the other Party's officers, agents, employees and representatives from and against any and all losses, 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 the indemnifying Party or its officers, agents, employees and representatives. The foregoing indemnification obligation shall not apply to the extent that the injury, loss of life, damage to property, or violation of law arises from the negligence or willful misconduct of the indemnified Party and its officers, agents, employees and representatives, or that the actions of indemnifying Party or its officers, 5 of 8 agents, employees and representatives have contributed in no part to the injury, loss of life, damage to property, or violation of law. The duty to indemnify and save harmless as set forth by this Section shall include the duty to defend as set forth in Section 2778 of the California Civil Code. 2. This indemnification provision will survive termination or expiration of this Agreement. Notice All notices under this Agreement shall be in writing and shall be deemed validly given if sent by mail or national -recognized courier and shall be effective upon receipt. If any such notice or communication is not received or cannot be delivered due to a change in the address of the receiving party of which notice was not previously given to the sending party or due to a refusal to accept by the receiving party, such notice or other communication shall be effective on the date delivery is attempted. Notices should be addressed as follows: City of South San City of South San Francisco Public Works Department Francisco: 550 N. Canal South San Francisco, CA 94080 Attn: Public Works Director C/CAG: City/County Associations of Governments of San Mateo County 555 County Center Fifth Floor Redwood City, CA 94063 Attn: Executive Director Either Party may change the designated recipient of notices by so notifying the other Party in writing. Miscellaneous 1. Nothing in this Agreement is intended to create any rights in any third parties. 2. If any provision of this Agreement is determined by a proper court to be invalid, illegal or unenforceable, such invalidity, illegality, or unenforceable shall not affect the other provisions of this Agreement and this Agreement shall remain in full force an effect without such invalid, illegal, or unenforceable provision. 3. If either party institutes any action or proceeding to enforce any of the provisions of this Agreement, then the prevailing party in any such action or proceeding shall be entitled to receive from the losing party the prevailing part's reasonable attorney's fees and disbursements and costs incurred in connection with such action or proceeding. 6of8 4. Nothing contained in this Agreement is intended to create or shall in any event or under any circumstance be construed as creating a partnership or a joint venture between the Parties. 5. This Agreement shall benefit and bind the Parties and their respective permitted successors and assigns. This Agreement may be executed by electronic means and in counterparts, each of which shall be an original, but all of which shall constitute one and the same Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement on the date set forth above AGREED AND EXECUTED BY: CITY OF SOUTH SAN FRANCISCO By: Mike Futrell, City Manager Date: By: City Attorney Date: By: City Clerk Date: 5039304.1 7of8 CITY/COUNTY ASSOCIATION OF GOVERNMENTS OF SAN MATEO COUNTY LIN Date: M. Date: Sean Charpentier, Executive Director Melissa Andrikopoulos, Counsel Exhibit A ,e SOUTH SAN FRANCISCO I 8 of 8 tp 8 of 8