CC Resolution 11380
RESOLUTION NO. 11380
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL
AUTHORIZING THE CITY ENGINEER TO SUBMIT A PROGRAM FOR ARTERIAL SYSTEM
SYNCHRONIZATION (PASS) GRANT APPLICATION FOR THE WEST HAMILTON AVENUE
TRAFFIC RESPONSIVE SYSTEM PROJECT
WHEREAS, the County of Santa Clara Roads and Airports Department recently implemented a
traffic-responsive signal system for San Tomas Expressway signals; and
WHEREAS, traffic signals on West Hamilton Avenue between Phoenix Drive and Eden Avenue
will be out of sync with the County's San Tomas Expressway/Hamilton Avenue signal unless the
City of Campbell develops a traffic-responsive system for West Hamilton Avenue signals; and
WHEREAS, the Program for Arterial System Synchronization (PASS) grant program is a
federal-funded regional program administered by the Metropolitan Transportation Commission
(MTC) to improve travel along arterial roads; and
WHEREAS, the West Hamilton Avenue Traffic Responsive System Project is estimated to cost
$50,000 to implement; and
WHEREAS, the PASS grant program requires no local match for the City of Campbell as MTC
will provide local matching funds; and
WHEREAS, Campbell staff time will be paid out of the city's operating budget.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Campbell that the
City Engineer is hereby authorized to submit a Program for Arterial System Synchronization
(PASS) grant application for the West Hamilton Avenue traffic Responsive System Project.
BE IT FURTHER RESOLVED that the City of Campbell will authorize the City Engineer to enter
into an agreement with MTC to 1) waive any and all claims against MTC for any loss, liability, or
damages resulting from this program (directly or indirectly); and 2) indemnify, hold harmless,
and defend MTC against any and all third party claims that may result from Campbell's
participation in the program.
PASSED AND ADOPTED this 3rd day of April, 2012, by the following roll call vote:
AYES:
NOES:
ABSENT:
COUNCILMEMBERS: Cristina, Baker, Waterman, Low, Kotowski
COUNCILMEMBERS None
COUNCILMEMBERS:
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C--. . Michael F. Kotowski, Mayor
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Anne Bybee, City Clerk
ATTACHMENT 2
WANER OF CLAIMS AND INDEMNIFICATION AGREEMENT
Between METROPOLITAN TRANSPORTATION COMMISSION
And CITY OF CAMPBELL
THIS AGREEMENT is made and entered into as of the day of , 2012, 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 the City of Campbell (herein called "CITY").
WITNESSETH
WHEREAS, MTC has entered or will enter into technical services agreements with several consulting firms
(herein called "the Consultants"), under which the firms will provide assistance to various Bay Area jurisdictions in the
retiming oftraffic signals in those cities (herein called "the Project"); and
WHEREAS, CITY is participating in the Project by receiving assistance from one or more of the Consultants
(herein called "the Consultant"); and
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:
1.0 WANER 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 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.
METROPOLITAN TRANSPORTATION
COMMISSION
CITY OF CAMPBELL
Steve Heminger, Executive Director
Michelle Quinney, City Engineer
Approved as to form:
~n, City Attorney
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PROGRAM FOR ARTERIAL SYSTEM SYNCHRONIZATION ("PASS")
CONSULTANT INDEMNIFICATION AND INSURANCE REQUIREMENTS
INDEMNIFICATION
CONSULTANT shall indemnify and hold harmless MTC, Caltrans and Client Jurisdictions, their
commissioners, directors, officers, agents, and employees from any and all claims, demands, suits,
loss, damages, injury, and/or liability (including any and all costs and expenses in connection
therewith), incurred by reason of any negligent or otherwise wrongful act or omission 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 claims, actions, suits, or other legal proceedings brought or instituted against
MTC, Caltrans or Client Jurisdictions, their commissioners, directors, officers, agents, and
employees, or any of them, arising out of such negligent or otherwise wrongful act or omission, and
to pay and satisfy any resulting judgments.
The indemnification obligation shall not apply to liability arising from and caused by the adjudicated
or admitted negligence or willful misconduct ofMTC or any of the Client Jurisdictions. If the
adjudicated or admitted negligence or willful misconduct ofMTC or any of the Client Jurisdictions
contributes to a loss, CONSULTANT shall not be obligated to indemnify such indenmitee for the
proportionate share of such loss caused by such negligence or willful misconduct.
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 in the amount required by the applicable laws, and
Employer's Liability insurance with a limit of not less than $1,000,000 per employee and $1,000,000
per occurrence, and any and all other coverage of CONSULTANT's employees as may be required
by applicable law. Such policy shall contain a Waiver of Subrogation endorsement in favor ofMTC.
Such Workers Compensation & Employers Liability may be waived, if and only for as long as
CONSULTANT is a sole proprietor with no employees.
2. Commercial General Liability Insurance for Bodily Injury and Property Damage liability,
covering the operations of CONSULTANT and CONSULTANT's officers, agents, and employees
and with limits ofliability which shall not be less than $1,000,000 combined single limit per
occurrence with a general aggregate liability of not less than $2,000,000, and Personal &
Advertising Injury liability with a limit of not less than $1,000,000. Expense for Indemnitee's
defense costs shall be outside of policy limits and such policy shall be issued on a Duty to Defend
Primary Occurrence Form.
MTC, Caltrans and Client Jurisdictions, their commissioners, directors, officers,
representatives, agents, and employees are to be named as additional insureds. Such insurance as
afforded by this endorsement shall be primary as respects any claims, losses or liability arising
directly or indirectly from CONSULTANT's operations.
3. Business Automobile Insurance for all automobiles owned, used or maintained by
CONSULTANT and CONSULTANT's officers, agents and employees, including but not limited to
owned, leased, non-owned and hired automobiles, with limits of liability which shall not be less than
$1,000,000 combined single limit per occurrence.
4. Umbrella Insurance in the amount of $2,000,000 providing excess limits over Employer's
Liability, Automobile Liability, and Commercial General Liability Insurance.
5. Errors and Omissions Professional Liability Insurance (if applicable) in an amount no less
than $1,000,000. If such policy is written on a "Claims-Made" (rather than an "occurrence") basis,
CONSULTANT agrees to maintain continuous coverage in effect from the date of the
commencement of services to at least three (3) years beyond the termination or completion of
services or until expiration of any applicable statute of limitations, whichever is longer. The policy
shall provide coverage for all work performed by the CONSULTANT and any work performed or
conducted by any subcontractor/consultant working for or performing services on behalf of the
CONSULTANT. No contract or agreement between the CONSULTANT and any
subcontractor/consultant shall relieve the CONSULTANT of the responsibility for providing this
Errors & Omissions or Professional Liability coverage for all work performed by the
CONSULTANT and any subcontractor/consultant working on behalf of the CONSULTANT on the
project.
6. Property Insurance. Property Insurance covering CONSULTANT'S own business
personal property and equipment to be used in performance of this Agreement, materials or property
to be purchased and/or installed on behalf of MTC (if any), debris removal, and builders risk for
property in the course of construction (if applicable). Coverage shall be written on a "Special Form"
("All Risk") that includes theft, but excludes earthquake, with limits at least equal to the replacement
cost of the property. Such policy shall contain a Waiver of Subrogation in favor ofMTC. If such
insurance coverage has a deductible, the CONSULTANT shall also be liable for the deductible.
B. Deductibles. Any deductible, or self-insured retention of $1 00,000 or greater, shall be subject to
the approval of MTC. Any other special coverage restrictive devices such as "coinsurance" must be
declared and approved by the Project Manager prior to job commencement. Such approval will not
unreasonably withheld.
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 of the policy or policies (unless
canceled for non-payment, then 10 days prior written notice will be given), and shall provide notice
of such cancellation to MTC and any other additional insured.
D. Certificates of Insurance. 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, certified by an authorized
representative of the insurer.
E. 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 manner limit or qualify the
liabilities and obligations otherwise assumed by CONSULTANT pursuant hereto, including, but not
limited to, liability assumed pursuant to Article 9 of this Agreement.
F. Subconsultant's Insurance. CONSULTANT shall require each of its sub consultants to provide
the aforementioned coverages, unless such coverages are waived or reduced in writing by the MTC
Program Manager.
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