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Ninth Street Interconnect ReviewDEPARTMENT OF PUBLIC WORKS Michael Fraser, Director of Public Works Daniel Stack, PE., City Engineer Jim Teutsch, Operations Manager 300 West Ash P.O. Box 736 Salina, Kansas 67402-0736 -7`i/ CllyOf TELEPHONE (785) 309-5725 FAX (785) 309-5713 TDD a (785) 309-5747 E-MAIL: mike.fraserCalsalina.orc dan.stackc@salina.org a7�� iim.teu .salsalina.oro WEBSITE � www.salina-ks.aov DATE: December 18, 2014 TO: Jason Gage, City Manager r/ FROM: Kent Johnson, Civil Engine r Dan Stack, City Engineer Mike Fraser, Director of SUBJECT: Wilson & Company Ninth Strennterconnect Review Approved to form Not approved to form Comments Attached Greg Bengtson, City Attorney Wr(forward to Jason Gage) Authorized Not Authorized Comments Attached Jason Gage, Cify Manager (forward to Shandi Wicks) Attest a) Shandi Wicks, City Clerk (file original and email scan to all parties) Our Mission is to Build and Maintain a Clean, Safe Community Date :2 -ZZ-/V Date ��•r�J �lU Date Wilson & Company Ninth Street Signal Interconnect Review December 18, 2014 ITEM: Agreement with Wilson & Company to review the Ninth Street signal interconnect. BACKGROUND: In 2012, H.W. Lochner, Inc. provided the signal timings and interconnect design for the signals on Ninth Street from Riffel Drive to Elm Street. Since the implementation of the signal timings, public complaints and staff observation led staff to implement tweaks. Staff proposes to hire Wilson & Company to review those changes and the remainder of the signal interconnection and provide the City with an updated traffic signal timing plan. The agreement utilizes the latest consultant agreement form and insurance requirements as found on the intranet. No changes were made to any terms of the agreement. Rather, only blanks in the agreement have been filled in. FISCAL NOTE: The agreement stipulates that the cost of the services will not exceed $5000. The 2014 budget includes $25,000 in a category titled "Engineering Operations Other Contractual," of which $22,000 remains. Staff proposes that the expenses be covered by this budget item. RECOMMENDED ACTION: Staff has identified the following options and recommends Option 1. 1. Execute the attached agreement with Wilson & Company to review the Ninth Street signal interconnect. 2. Do not execute the attached agreement and provide staff further direction Attachment: Agreement AGREEMENT BETW FEN 'f RE CITY OF SALINA, KANSAS and WILSON & COMPANY, INC. ENGINEERS & ARCRITECLS for ENGINEERING SERVICES This Agreement is entered intoa� i? 2014 by and between the City of Salina, Kansas, (the "City") and Wilson & Co noa tv Inc Engineers .&. Architects, an engineering firm (the "Consultant') Recitals A. The City desires to contract for motessional engineering services for the purpose of reviewing the Ninth Street si t�ings and interconnect in compliance with federal, state, and local regulations. B. The Consultant has the requisite qualifications and experience to perlimn the services needed by the City and desires to perform those services pursuant to the terms of this Agreement. '[he parties, in consideration ofthe mutual promises set forth in this Agreement, agree and covenant: I. Definitions. Capitalized words used in this Agreement shall have the following meanings. "Agreement" means this Agreement for engineering .services, as amended and supplemented from time to time. "City" means the City of Salina, Kansas. "Consultant" means Wilson & Company Inc. Lrouneers & Architects and its successors_ 2. Exhibits. The following Lxhibits are attached to and made a pan of this Agreement (Mark with "X" if applicable) Exhibit A. Responsibilities of the Parties Exhibit R: Term; Schedule Exhibit C: Basis of Payment Exhibit D: Insurance Requirements 3. Responsibilities of the Parties. The parties agree to perform the responsibilities outlined in the attached and incorporated Exhibit A. 4. Term; Schedule. The Consultant agrees to perform its responsibilities during the term and according to the tinsframe and schedule described in Exhibit B, subject to the potential for prior termination pursuant to the terms of this Agreement. 5. Pte. The City shall pay the Consultant for the perlumhance of its responsibilities pursuant to this Agreement as set forth in Exhibit C. b. Insurance Requirements. 6.1. 'types and Amount of Covenage.'The Consultant agrees to obtain insurance coverage as specified in Lxhmu D attached herein, and shall not make any material modification or change from these specifications without the prior approval of the City. Ifthe Consultant subcontracts any of its obligations under this Agreement, the Consultant shall require each such s.1hemoracmr to obtain insurance coverage as specified in Fidiabit D. Failure of the Consultant or its subcomractors to comply with these requirements shall not be construed as a waiver of these requirements or provisions and shall not relieve the Consultant of liability- , 2. Rating. All insurance policies shall be issued by insurance companies rated no less than A- VII in the most Comnlum scrv.cu not 406-1 at recent 'Bests- insurance guide, and admitted in the State of Kansas. Except as otherwise specified in Exhibit D, all such policies shall be in such Fara and contain such provisions as are generally considered standard far the typo of insurance involved. 6.3. Certificate of Insurance- The parties acknowledge that the Consultant has provided the City with a certificate of insurance listing the City as the Certificate Holder and evidencing compliance with the insurance requirements in this Agreement. The City reserves the right to require complete certified copies of all insurance policies procured by the Consultant pursuant to this Agreement, including any and all endorsements affecting the coverage required hereunder. 7. barium, to Persons or Damage to Property. The Consultant acknowledges responsibility for any injury to perSO[dS) or damage to property caused by its employees or agents in the performance of its duties under this Agreement and shall nunediately notify the City's Risk Management Department at (785) 309-5705 in the event of such injury to pmon(s) or damage to property. 8. indemnification. To the fullest extent permitted by law, the Consultant shall indemnify and [told harmless the City, its agents, representatives, officers, officials and employees from and against all claims, damages, losses and expenses (including but not limited to attorney fees and court costs) attributable to bodily injury, sickness, disease, death, or injury to. Impairment, or destruction of property, including loss of use resulting therefrom, to the extent that such claims, damages. lasses, and expenses are caused by the wrongful acts, negligent acts, errors, or omissions arising out of or related it, the services of the Consultant, its employees, agents, or any tier of subcontractors in the performance ri this Agreement. 9. Voluntary Termination. Ifidter parry may terminate this Agreement, with or without cause. upon thirty (30) days advance written notice to Ihu other putty. In the event of such termination, the Consultant shall be compensated for such .services as have been satisfactorily performed through the dnte of termination, but no compensation shall be eamed after the effective date of the termination. Within five (5) days A any such termination, all finished or unfinished document, data, studies, surveys, drawings, maps, models, photographs, reports or other material prepared by the C'omsnitanl pursuant to this Agreement shall be delivered to the City. Notwithstanding lire above, the Consultant shall not be relieved of any liability to the City for damages sustained by the City by virtue of any breach of this Agreement by the Consultant, and the City may withhold any protea is to the Consultant for the purposes of set-off until such time as the exact amount of damages due the City front the Consultant may be detennined. 10. Default. If either parry falls to comply with any term of this Agreement within tun (I0) days after written notice to comply has been taunted by the non defaulting party to the defaulting party, such failure shall be deemed an immediate breach of this Agreement ("Event of Default'). 11. Remedies. Upon the occurrence of an Event of Default, the non -defaulting party shall have the Inllowing rights and remedies, in addition to any other rights and remedies provided under this Agreement or by law: I LI Ternernme. The non -dc faulting party shall have the right to terminate this Agreement or terminate the defaulting party's rights under this Agreement. 11.2 Other Remedies_ The non -defaulting party may pursue any available remedy a1 law or in equity (including specific perfommanee) by suit, action, mandamus or other proceeding to enforce and compel the performance oflhe duties and obligations set forth in this Agreement, to enforce or preserve any other rights or interests of the non -defaulting party under this Agreement or otherwise existing at law or in equity and to recover any damages incurred by the nondefaulling party resulting from such Event of Default. 12. Nnn-Assignable. Due to the unique qualifications and capabilities of the Consultant, neither the rights nor nsponsibilitiev provided for under this Agreement shall be assignable by either party. either to whole or in part. 11 Notices. All notices required or permitted to he given pursuunl to this Agreement shall be in writing and delivered personally or sent by registered or certified mail, return receipt requested, or by generally recognized, prepaid, commercial courier or overnight air courier service. Notice shall he considered given when received on the date appearing on the return receipt, but if the receipt is not returned within tive (5) days, their three (3) days after mailed, if sent by registered or certified mail or commercial courier service; or the next business day, if sent by overnight air courier service. Notices shall be addressed as appears below for each party, provided that if any party gives notice of a change of name or address, notices to the giver of that notice shall thereafter be given as demanded in that notice. CITY: City Clerk Ann: Daniel R. Slack P E City Engineer P.O. Box 736 Salina, KS 67402-0736 CONSULTANT: I. Tyler Ghssman P.E. Wlson & Company Inc Engineers &. Architect 1700E Iron Avenue Salina, KS 67401 14. Retention and Inspection of Records. I lie Consultant shall maintain complete, accurate, and clearly identifiable records with respect to all costs and expenses incurred under this Agreement. The records shall be maintained during the term of this Agreement, and for a period of three (3) years from the dale of final payment under this Agreement (the "Retention Period"), provided, however, fair if any litigation, claim or audit is commenced prior to the expiration of the Retention Period, then the Retention Period shall be extended until all litigation, claims or audit findings have been completely terminated or resolved, without right of further appeal. During the Retention Period, the Consultant shall allow a neproaenlative of the City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to, or arising under, this Agreement. The City agrees to responsibly utilize all information obtained pursuant to this paragraph for the purposes of reviewing, confirming, and verifying the aware and amount of all costs and expenses incurred under this Agreement. The City agrees to take reasonable precautions not to disclose such information outside the scope of those stated parposes, subject to the Kansas open records act or other applicable law. 15. Non -appropriation. 'f he City is subject to Kansas budget and cash basis laws, and operates on a calendar fiscal year. In the evenr that this Agreement involves financial obligations spanning multiple fiscal years for the City, it is subject to annual appropriation by the City's governing body for future fiscal years. If the City's governing body does not appropriate the funds necessary to fulfill the City's financial obligations pursuant to this Agreement, the City shall so notify the other parties to this Agreement and this Agreement shall be null and void for purposes of the fiscal year s) affected by the decision of the governing body not to appropriate. 16. Relationship. It is expressly understood that Consultant in performing services under this Agreement, does so as an indepenmractor. The City shall neither have nor exercise any control or direction over the methods by which Consultant performs its responsibilities as outlined in Exhibit A. The sok interest and responsibility of the City is to see that the services covered by this Agreement are perforated and rendered in a competent, efficient, and satisfactory manner. Consultant shall be exclusively responsible for all taxes, withholding payments, employment -based benefits, deferred compensation plans, including but not linaled to its workers compensation and social security obligations, and the filing of all necessary documents, forms, or returns pertinent to the foregoing. 17. Subeontraerine. Consultant shall not subcontract any work or services under this Agreement without the City's prior written consent. 18. Compliance with Applicable Law. Consultant shall comply with all applicable federal, state, and local law in the performance of this Agreement. 19. Equal Opporumi tv. (a) In confomnity with the Kansas act against discrimination and Chapter 13 of the Salina Code, the Consultant and its subcontractors, if any, agree that, (1) The Consritual shall observe the provisions of the Kansas act against discrimination and Chapter 13 of tile Salina Code and in doing so shall not di%criminate against any person in the performance of work under this Agreement because ofrace, sex, religion, age, color, national origin, ancestry or disability: (2) The Consultant shall include in all solicitations. or advertisements for employees, the phrase "equal opportunity employer,' or a similar phrase to be approved by the City's human relations director, (3) If the Consultant fails to comply with the mamter in which the Consultant reports to the Kansas human rights commission in accordance wish the provisions of K.S.A. 44-1031 and amendments thereto, the Consultant shall be doemed to have breached this Agreement and it may be canceled, terminated or suspended, in whole or in part, by the City: (4) If the Consultant is found guilty of a violation of Chapter 13 of the Salina Code m the Kansas act against discrimination under a decision or order of the Salina ]an nmn relations commission or the Kansas human rights commission which has become Final, the Consultant shall be derated to have breached this Agreement and it may he canceled, terminated or suspended, in whole or in part, by the City: (5) The Consultant shall not discriminate against any employee or applicant for employment in the performance of this Agreement bccauv'c of race, sex, religion, age, color, national origin, ancestry or disability: and (6) The Consultant shall includo similar provisions in any subcontract under this Agreement. (b) The provisions of this section shall not apply to this Agreement if the Consultant: (1) Employs fewer than four employees during the term of tris Agreement. or (2) Contracts with the City for cumulatively $5.000 or less during the City's calendar fiscal year. 20. Administration of Aereement. All references in tris Agreement requiring the City's participation or approval shall mean the participation or approval ofthe City Malingerer his designee, unless otherwise provided herein. 21. Attorney Fees. If any suit or action is instituted by either party hereunder, including all appeals, the prevailing party in such suit or action shall be entitled to recover reasonable anomey fees and expenses from the non -prevailing party, at addition to any other amounts to which a maybe entitled 22. RI¢ht to Independent Legal Advice. The Consultant understands and acknowledges the right to have Itis Agreement reviewed by legal counsel ofthe Consultant's choice. 23. Applicable Law: Velma. This Agreement and its validity, construction and performance shall be govemed by the laws of Kansas. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue %hall be in the Saline County, Kansas District Court. 24. Interpretation. This Agreement shall be interpreted according to its fair meaning, and not in favor of or against any party. 25. Time. Time is of the essence of this Agreement. No extension will be granted unless in writing and Signed by the Parties. Should the end of a time period fall on a legal holiday that terannation time shall extend to 5:00 p.m. of the next full bmsiness day. 26. Severability. The unenforceability, invalidity, or illegality of any precision of this Agreement shall not render the other provisions unenforceable, invalid, or illegal. 27. Authority and Consent to Transaction. F.ach party represents to the other that the person executing this Agreement has full and legal authority to bind such party to the terms of this Agreement, and that the execution and delivery of this Agreement have been duly and validly authorized by the governing body of each party. 28. Persons Bound. This Agreement shall extend to and and the heirs, executors, administrators, trustees, successors and authonzed assigns of the parties herein. 29. Counterparts. This .Agreement maybe executed in any number of counterparts, each of which shall be deemed an original, or in multiple originals, and all such counterparts or originals shall for all purposes constitute one agreement. 30. Amendments. Neither this Agreement nor any of its terms may be changed or modified, waived, or terminated except by an instrument in writing signed by an authorized representative of the party against whom the enforcement of the change, waiver. or termination is sought. 31. W aiver. No failure or delay by a party hereto to insist on the strict performance of any term of this Agreement, or to exercise any right or remedy consequent to a breach thereof, shall constimte a waiver of any breach or any subsequent breach of such term. No waiver of any breach hereunder shall affect or alter the remaining terms of this Agreement, but each and every term of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. 32. Conflict Resolution. No interpretation of this Agreement shall be allowed to find die City has agreed to binding arbitration. 33. No Third Party Beneficiaries. Solely the parties to this Agreement shall have rights and may make claims under this Agreement. There are no intended third party beneficiaries under this Agreement, and no third panics shall have any rights or make any claims hereunder. 34. Typewritten or Handwritten Provisions. Typewritten or handwritten provisions inserted or attached, and initialed by all parties, shall supersede all conflicting printed provisions. 35. Feminine -Masculine, Simeular-Plural. Wherever used, singular shall include the plural, plural the singular, and use of any gender shall include all genders. 36. HeaH�. The headings of the sections of this Agreement are included for the purposes of convenience only and shall not affect the interpretation of any provision hereof. 37. Mercer Clause. These terns are intended by the probes as a complete, conclusive and final expression of all the conditions of their Agreement. No other premises• statements, warranties, agreements or understandings, oral or written, made before or at the signing thereof. shall be binding unless in writing and signed by all parties and attached hereto. IN WITNESS WHEREOF, the paries hereto have caused this Agreement to be executed by their authonzed representatives. CITY OF SALINA, I ANSA. By: h non A. Gage, City Marragde Attest. Sha ��GGkk�� W' MC, City Clerk Fomr g I Co I By L.Tyler G'sman principal Cmmkillnnt s—,, (21014116IN) EXHIBIT A RESPONSIBILITIES OF THE PARTIES I. Review existing Synchro tiles used for signal timing to provide coordination of traffic signals along 91h Street. 2. Modify Synchro files to reflect recent changes made by the City to address specific intersection issues. 3. Modify Synchro files to address queue and delay issues at the 9" Street / Schilling intersection. 4. Provide the City with updated traffic signal timing plan. 5. Document changes made. EXHIBIT B TERM; SCIIEDULE I. Services and invoice for payment shall be complete and submitted to the City by December 31, 2014. M5 EXHIBIT C BASIS OF PAYMENT Consultant shall charge expenses on time and material basis. 2. Expenses shall not exceed $5,000. C-1 EXHIBIT D INSURANCE REQUIREMENTS (Consultant Services) Pursuant to Section 6 of the Agreement, the Consultant shall obtain, pay for, and maintain — and shall require each of its authorized subcontractors to obtain and maintain — for the duration of the Agreement, policies of insurance meeting the following requirements: L General Requirements. A. Additional Insured. With the exception of the workers' compensation and professional liability policies to be obtained by the Consultant hereunder, all policies shall name as an additional insured the City, its agents, representatives, officers, officials, and employees as additional insured(s). Insurance for the additional insured shall be as broad as the insurance for the named insured, including defense expense coverage, and shall apply as primary and non- contributory insurance before any other insurance or self-insurance, including any deductible, maintained by, or provided to, the additional insured(s). B. Waiver of Subrogation. Where allowed by law, all policies will include a waiver of subrogation in favor of the City, its agents, representatives, officers, officials, and employees. C. Claims Made Policies. In the event coverage is provided on a claims -made basis, the insurance shall be maintained for a period of not less than two (2) years after completion of the contract or in lieu thereof purchase of tail coverage (extended reporting period) under which the City shall be afforded protection. D. Premium and Deductible Expenses. The Consultant shall be responsible for all premiums and retention or deductible expense for any and all policies required by this Contract. 2. Specific Coverage Requirements. A. Professional Liability — Errors and Omissions. The Consultant shall maintain professional liability insurance covering against claims for damage arising from the work performed by the Consultant as specified in this contract. The policy limits shall not be less than the following: • Each occurrence $1,000,000 • General aggregate $1,000,000 B. Commercial General Liability ("CGL" 1. The Consultant shall maintain CGL coverage written on ISO Occurrence form CG00 01 or an industry equivalent and shall cover liability arising from Personal Injury, Bodily Injury, Property Damage, Premises and Operations, Contractual Liability, Independent Consultants and Advertising Injury. The policy limits shall not be less than the following: • Each occurrence $1,000,000 • General aggregate $2,000,000 D-1 Rev. 11/04/13 • Personal and Advertising Liability $1,000,000 C. Business Automobile Liability (`BAL"). The Consultant shall maintain BAL coverage written on ISO form CA 00 01 or an industry equivalent. Coverage shall be applicable to all autos and other vehicles subject to compulsory auto liability laws that are owned, hired, rented or used by the Consultant and include automobiles not owned by but used on behalf of the Consultant. The BAL policy limits shall not be less than the following: • Combined single limit 51,000,000 D. Workers' Comnensation/Emolover's Liability. The Consultant shall maintain workers' compensation and employer's liability coverage with policy limits not less than the following: • Workers' Compensation (Coverage Part A) o Statutory • Employer's Liability (Coverage Part B) o $100,000 each accident o $500,000 disease—policy limit o $100,000 disease— each employee D-2 Rev. t 1/0413