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HomeMy WebLinkAboutReso 21-08 Regional Signal Timing Prgm RESOLUTION NO. 21 - 08 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ********* APPROVING AGREEMENT WITH METROPOLITAN TRANSPORTATION COMMISSION FOR REGIONAL SIGNAL TIMING PROGRAM (2008 CYCLE) WHEREAS, the Metropolitan Transportation Commission (MTC) has entered into technical services agreements with several consulting firms to provide assistance to various Bay Area cities in the retiming of traffic signal systems, referred to as the Regional Signal Timing Program (RSTP); and WHEREAS, signal timings should be re-evaluated periodically to respond to changing traffic volumes and travel patterns; and WHEREAS, it is proposed that the City of Dublin participate in the RSTP. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the agreement with MTC for participation in the RSTP. BE IT FURTHER RESOLVED that the Mayor is authorized to execute the Agreement, hereto attached as Exhibit" A." PASSED, APPROVED AND ADOPTED this 19th day of February, 2008, by the following vote: AYES: Councilmembers Hildenbrand, Oravetz, Scholz, and Mayor Lockhart NOES: None ABSENT: Vice Mayor Sbranti ABSTAIN: None A7L{IV Deputy City Clerk Reso No. 21-08, Adopted 2/19/08, Item No. 4.8 Page 1 of 1 . 'I EXCERPTS FROM MTC'S AGREEMENT WITH RSTP CONSULTANTS THESE PROVISIONS ARE PROVIDED FOR REFERENCE ONLY. IT IS THE CLIENT JURISDICTION'S RESPONSIBILITY TO OBTAIN FROM MTC A COpy OF THE PROVISIONS APPLICABLE TO EACH CONSULTANT, AS THEY MAY DIFFER FROM YEAR TO YEAR. RSTP Consultant's Indemnification ofMTC and All Client Jurisdictions CONSULTANT shall indemnify and holo harmless MTC and Client Jurisdictions, their commissioners, directors, officers, agents, and employees, from any and all claims, demands, suits, loss, damages, injury, and/or liability, direct or indirect (including any and all costs and expenses in connection therewith), incurred by reason of any negligent or otherwise wrorigful act or omissions of CONSULTANT, its officers, agents, employees and subcontractors, or any of them, under or in connection with this Agreement; and CONSULTANT agrees, at its own cost, expense, and risk, to defend any and all such claims, actions, suits, or other legal proceedings brought or instituted against MTC and Client Jurisdictions, their commissioners, directors, officers, agents, and employees, or any ofthem, arising out of such negligent or otherwise wrongful act or omission, and to pay and satisfy any resulting judgments. The indemnification and hold harmless obligation defined above shall not apply to claims, demands, etc. to the extentthey arise from or are caused by the gross negligence or willful misconduct of MTC or any client jurisdictions. However, the above obligation to defend shall apply to all claims, demands, etc. caused or alleged to have been caused by the negligence or wrongful acts or omissions of CONSULTANT. Consultant's Insurance Requirements A. Minimum Coverages. CONSULTANT shall, at its own expense, obtain and maintain in effect at all times during the life of this Agreement the following types of insurance against claims, damages and losses due to injuries to persons or damage to property or other losses that may arise in connection with the performance of work under this Agreement, placed with insurers with a Best's rating of A-X or better. 1. Workers' Compensation Insurance, as required by law, and Employer's Liability Insurance in an amount no less than $1,000,000 (for bodily injury by accident and by disease (policy limit and each employee)). Such Workers' Compensation Insurance and Employer's Liability Insurance requirement shall be waived for CONSULTANT if and for only as long as CONSULTANT is a sole proprietor with no employees. 2: Commercial General Liability Insurance ("occurrence" form), with a combined single limit of not less than $1,000,000 for bodily injury and property damage each occurrence, a combined single limit of not less than $1,000,000 for personal injury and advertising injury, and $2,000,000 general aggregate. 3. Owned, Non-Owned and Hired Automobile Liability Insurance in the amount of $1,000,000 each accident. 4. Errors and Omissions Professional Liability Insurance in the amount of $1 ,000,000. If coverage is written on a claims-made form, CONSULTANT agrees to maintain continuous coverage in effect from the date of the beginning of services to at least three years beyond the termination of services. . B. Deductibles. Any deductibles or self-insurance retentions over $10,000 are subject to the approval of MTC. C. Notice of Termination. All CONSULTANT policies shall provide that the insurance carrier shall give written notice to MTC at least 30 days prior to cancellation, non-renewal or material change of coverage in the policy or policies, and shall provide notice of termination to MTC and any other additional insured. D. Additional Provisions. Each policy or policies of insurance described in Article 7.A.2 above shall contain the following provisions: 1. Inclusion ofMTC and the Client Jurisdictions, their commissioners, directors, officers, representatives, agents and employees, as additional insureds with respect to work or operations in connection with this Agreement. 2. Endorsement providing that such insurance is priinary insurance and no insurance of MTC or Client Jurisdictions will be called on to contribute to a loss. E. Certificates of Insurance. Promptly on execution of this Agreement and prior to commencement of any work hereunder, CONSULTANT shall deliver to MTC Certificates of Insurance verifying the aforementioned coverages. Such certificates shall make reference to all provisions and endorsements referred to above and shall be signed on behalf of the insurer by an authorized representative thereof. . CONSULTANT agrees, upon written request by MTC, to furnish copies of such policies or endorsements, ce~ified by an authorized representative of the insurer. CONSULTANT agrees to furnish to the MTC Project manager a copy of all Additional Insured endorsements required under the Agreement within sixty (60) days ofthe Effective Date of the Agreement. F. Disclaimer. The foregoing requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT are not intended to and shall not in any mam1er limit or qualify the liabilities and obligations otherwise assumed by CONSULT ANT pursuant. hereto, including, but not limited to, liability assumed pursuant to Article 9 of this Agreement. G. Subconsultant's Insurance. CONSULTANT shall require each of its subconsultants with subcontracts of $25,000 or more to provide the aforementioned coverages, unless such coverages are waived or reduced in writing by the MTC Project Manager. ...' . WAIVER OF CLAIMS AND INDEMNIFICATION AGREEMENT Between METROPOLITAN TRANSPORTATION COMMISSION And CITY OF DUBLIN THIS AGREEMENT is made and entered into as of the 19th day of February, 2008, by and between the Metropolitan Transportation Commission, a regional transportation planning agency established pursuant to California Government Code S 66500 et seq., (herein called "MTC"), and City of Dublin (herein called "CITY"). WITNESSETH WHEREAS, MTC has entered into technical services agreements with several consulting firms (herein called "the Consultants"), under which the firms will provide assistance to various Bay Area cities in the retiming of traffic. signals in those cities (herein called "the Proj ect"); and WHEREAS, CITY is participating in the Project by receiving assistance from one or more of the Consultants (herein called "the Consultant"); WHEREAS, the parties wish to define CITY's obligations to MTC respecting waiver of claims and indemnity; NOW, THEREFORE, the parties hereto agree as follows: I .0 WAIVER OF CLAIMS AGAINST MTC CITY waives all claims by CITY, its directors, supervisors, officers, employees, or agents against MTC, its commissioners, officers, and/or employees for damages, loss, injury and/or liability, direct or indirect, resulting from CITY's participation in the Project and/or the services provided to CITY by the Consultant under contract to MTC. CITY's waiver shall not apply to liability arising from and caused by the gross negligence or willful misconduct ofMTC, its commissioners, officers, and/or employees. 2.0 INDEMNIFICATION AND DEFENSE CITY agrees to indemnify, hold harmless and defend MTC, its commissioners, officers, and employees from any and all third party claims, demands, lawsuits, liability, loss, damages, injury and/or liability, direct or indirect (including any and all costs and expenses in connection therewith), resulting from or in connection with provision of services to CITY by the Consultant under contract with MTC, to the extent such claims, demands, etc. are not covered by the Consultant's indemnification ofMTC in the Consultant's contract with MTC. CITY's indemnification obligation shall not apply to liability arising from and caused by the gross negligence or willful misconduct ofMTC, its commissioners, officers, agents, and employees. CITY is responsible for obtaining from MTC a copy of the applicable Consultant agreement(s). 3.0 TERM The term of this Agreement shall continue indefinitely, applying to multiple RSTP Consultant contracts, unless terminated by written notice of either party or superseded by another Indemnification Agreement. IN WITNESS WHEREOF, this agreement has been executed by the parties hereto as of the date first written above. METROPOLITAN TRANSPORTATION COMMISSION AGENCY NAME Steve Heminger, Executive Director /J'J , net Lockhart, ayor I I [/ Approved as to form: ~~Ci:::eY ATTEST: Caroline P. Soto, Deputy City Clerk