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HomeMy WebLinkAboutContracts & Agreements_16-2018AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of professional consulting services for the establishment of a railroad "quiet zone" ("Agreement") is made and entered in this 18"' of January, 2018 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and HDR Engineering, Inc. ("Consultant"). City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties." In consideration of the mutual promises contained herein, City and Consultant agree as follows: ARTICLE I — ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant to provide professional consulting services for the establishment of a railroad "quiet zone" for City's Municipal Utilities and Engineering Department (the "Services"). 1.2 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of Services. ARTICLE 2 — SERVICES OF CONSULTANT 2.1 The Services that Consultant shall perform are more particularly described in Exhibit "A" entitled "Scope of Services," which is attached hereto and incorporated herein by reference. 2.2 Consultant shall comply with applicable federal, state, and local laws and regulations in the performance of this Agreement including, but not limited to, State prevailing wage laws. ARTICLE 3 — RESPONSIBILITIES OF CITY 3.1 City shall make available to Consultant public information that is within its possession, and that may assist Consultant in performing the Services. 3.2 City designates Paul Toor, City's Municipal Utilities and Engineering Department Director, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services. ARTICLE 4 -- PERFORMANCE OF SERVICES 4.1 Consultant shall perform the Services in a prompt and diligent manner. The Services shall commence on the Effective Date of this Agreement, and shall be completed to the satisfaction of City by October 31, 2018, unless the Services are terminated earlier as provided for herein. I 1Aca\djm\Agreements\HDR Engineering.Quiet Zone. Support services.01.18,18.doex 4.2 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to City, consistent with City Council adopted policy for the same. it shall be the obligation of Consultant to obtain a copy of such policy from City staff. ARTICLE 5 — PAYMENTS TO CONSULTANT 5.1 The total compensation for Consultant's performance of the Services shall not exceed the amount of Ten Thousand dollars ($10,000). City shall pay Consultant on a time and materials basis, up to the not to exceed amount, in accordance with Exhibit `B" entitled "Hourly Rate Schedule," which is attached hereto and incorporated herein by this reference. 5.2 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month. Consultant's invoices shall include a brief description of the Services performed, the dates the Services were performed, and the number of hours spent and by whom in the performance of the Services. City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant's invoice. 5.3 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section: City Paul Toor, Director Municipal Utilities & Engineering Dept. City of Redlands 35 Cajon Street, Suite 15A PO. Box 3005 (mailing) Redlands, CA 92373 Consultant Thomas T. Kim Senior Vice President HDR Engineering, Inc. 2250 Market Street, Suite 100 Riverside, CA 92501 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6.1 The following insurance coverage required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services. Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant. Consultant shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services. Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City. 2 1Acaldjn AAgreements\HDR Engineering Quiet 7one.Support Services.01.1 8.1 g.doex A. Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self-insured or exempt from the workers' compensation laws of the State of California. Consultant shall execute and provide City with Exhibit "C" entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Services. B. Comprehensive General Liability insurance with carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. C. Professional Liability insurance in the amount of One Million Dollars ($1,000,000) per claim made. D. Business Auto Liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability. This coverage shall include all Consultant owned vehicles used in connection with Consultant's provision of the Services, hired and non -owned vehicles, and employee non -ownership vehicles. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. 6.2 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services. ARTICLE 7 — CONFLICTS OF INTEREST 7.1 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Consultant's Services. Consultant further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement. 7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant: 3 1Aca\djmlAgreements\HD R Engineering.Quiet Zone, Support Services.01, l8, l S.docx A. Does not make a governmental decision whether to: (i) approve a rate, rule or regulation, or adopt or enforce a City law; (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement; (iii) authorize City to enter into, modify or renew a contract; (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract; (v) grant City approval to a plan, design, report, study or similar item; (vi) adopt, or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof. B. Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302. 7.3 In the event City determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the Redlands City Cleric's office pursuant to the written instructions provided by the Redlands City Clerk. ARTICLE 8 — GENERAL CONSIDERATIONS 8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party. 8.2 Consultant shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement. 8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other documents developed by Consultant in connection with its performance of the Services, and any copyright interest in such documents, shall become the property of City and shall be delivered to City upon completion of the Services, or upon the request of City. Any reuse of such documents, and any use of incomplete documents, shall be at City's sole risk. 8.4 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth. Consultant shall supply all necessary tools and instrumentalities required to perform the Services. Assigned personnel employed by Consultant are for its account 4 1Aca\djm\Agreements\HDR Engineering. Quiet Zone.Support SeMcesAl .18.18.docx only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of, City. Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation. 8.5 Unless earlier terminated as provided for below, this Agreement shall terminate on October 31, 2018. This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Consultant. If this Agreement is terminated by City, an adjustment to Consultant's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Consultant at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant. Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services. Consultant shall be compensated on a pro -rata basis for Services completed up to the date of termination. 8.6 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Consultant. 8.7 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement. Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 8.8 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 8.9 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement. 5 [AcMdjin1Agreements\H©R Gngineering.Quiet Zone, Support Services,01, l S, l S,docx IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement. CITY OF REDLANDS HDR ENGINEERING, INC. /4- Byy: Enriqu a ine , City M er Attest: J e Donaldson, City Clerk ' K?Z-� Thomas T. Kim, Senior Vice President b I:1ca\djrnftreements\HDR Engineering.Quiet Zone.Support Services.01.l8.18.doex EXHIBIT "A" SCOPE OF SERVICES This Scope of Services specifically excludes deliverables such as meeting minutes, correspondence, CPUC submittals, FRA notices and plans, specifications, and exhibits. Task 1: Stakeholder Coordination and Meetings As a minimum, three meetings will be held with the City. The purpose of the coordination meetings will be to obtain City's concurrence on the issues related to the grade crossing. The meetings will include reports on project progress and overall project status. Consultant will review City -provided meeting minutes. The minutes shall include an action item list, which shall be kept current and reported on at the meetings. Task 2: Communications Consultant shall facilitate ongoing communications with the City throughout the project. Regular coordination with the City will allow for timely project planning and decision-making. City staff will be responsible for preparing and distributing meeting notes. Task 3: Site Visit and Field Inspection Consultant will visit the project site to review existing conditions. City representatives will facilitate and schedule the field inspection. City staff will be responsible for data collection, including photographs and sketches to assist in developing concepts. ConsuItant's role in this task is to participate in the site visit and provide comments on concepts. Task 4: Design Review Consultant will provide review comments on City -provided drawings. Comments will be provided within 5 business days of receipt of design deliverables. Task 5: CPUC Submittal In the State of California, the CPUC has regulations and standards governing many aspects of grade crossings design, construction, maintenance and operation. The Rail Crossing Engineering Branch (RCSB) of the CPUC is the primary point of contact within the CPUC for issues involving grade crossings. General Orders (GO) of the CPUC, combined with regulations contained in the California Manual on Uniform Traffic Control Devices (MUTCD), defines the requirements for application of warning devices and traffic control. The construction or modification of any new highway -rail grade crossing also should comply with regulatory process defined in Sections 1201-1205 of the Public Utilities Code. Construction of improvements cannot begin until authorization is received from the CPUC. In most cases, the modification of an existing highway -rail grade crossing will be applied for through the CPUC G.O. 88-B process. 7 Llcaldj mlAgreements\HDR Gngineering.Quiet Zone. Support Smices.01.18.1 S.docx Consultant will guide City staff in their efforts to prepare G.O. 88-B application and submit to CPUC for their approval of the modifications at the crossing. The City will prepare the exhibits required for the CPUC application. Consultant will review the exhibits and provide comments to the City as appropriate. A Form "G" will be prepared and submitted to the CPUC. Changes to rail crossings are reported to CPUC staff within 30 days after the end of the month the changes were made. The report should be made using CPUC Form G, titled "Report of Completed Changes at Rail Crossings". City staff will prepare the Form G; Consultant will review a draft version of this report. Task 6: Diagnostic Meeting To make improvements to a crossing, construct a new crossing, or close a crossing, a diagnostic review will be necessary. The diagnostic team will consist of knowledgeable representatives of stakeholders in a grade crossing. Using highway -rail grade crossing safety management principles, the team will evaluate conditions at a highway -rail grade crossing to make determinations or recommendations concerning safety needs. At a minimum, this diagnostic will include the City, CPUC, UP, and possibly FRA. A separate meeting with FRA may be necessary in case they are not able to attend the first meeting. Consultant will attend the diagnostic meeting with all the stakeholders to obtain their comments and approval of the modifications at the grade crossing. Consultant will assist the City in its efforts to prepare and distribute the diagnostic meeting notes after City approval. The City will modify the initial drawings as per input received from the stakeholders Task 7. FRA Submittals The U.S. Code of Regulations, Title 49 — Transportation; Parts 222 - Use of Locomotive Horns at Highway -Rail Grade Crossings; and Part 229 - Railroad Locomotive Safety Standards provide standards for the creation and maintenance of quiet zones within which locomotive horns need not be sounded. The Rule allows for a variety of methods for establishing a quiet zone. Most methods rely on a quantitative approach that compares key risk indices. Risk is calculated using a highway data, such as speed limit, number of lanes, and traffic counts, as well as railroad data including number of tracks, train day or night schedule, train speeds and train counts. These and other factors are entered into the quiet zone calculator on the Federal Railroad Administration (FRA) website that yields benchmark risk indices. The risk index can be lowered at the public grade crossings by the installation of Supplemental Safety Measures (SSMs), established in accordance with FRA. SSMs are effective substitute for the locomotive horn in the prevention of highway -rail casualties. The City sent the NOI in June 2017. Consultant will assist the City in its efforts to prepare a new updated Notice of Intent (NOI), FRA application for approval of a quiet zone, Notice of Establishment (NOE), FRA quiet zone calculations, and grade crossing inventory forms reflecting existing and proposed improvements at this crossing. This will be done after the completion of the diagnostic meeting. City staff will prepare and distribute all FRA submittals. Consultant will review draft versions of the FRA submittals. 8 1Aca\djm4Agreements%HBR Engineering.Quiet Zone.Support Smices.01.18.18.doex EXHIBIT "B" HOURLY RATE SCHEDULE Staff Rates* S/ Hr. Patel, Naresh — Senior Project Manager...................................................................$177.44 Reminiskey, Gerard -- Senior Project Manager........................................................$247.85 Talman, Jessica — Project Administrator....................................................................$99.45 Estimated Cost per Task *Hourly Rate Based on the following factors: FAR Overhead Rate 156.66% Profit 10% Multiplier 2.830 9 Lka1djmlAgreements\HDR Engineering.Quiet Zone.Support Services.01.18.18.does Patel Reminiskey Talman 1 Stakeholder and Coordination Meetings 4 2 1,205.47 2 Communications with Stakeholders 8 1,982.81 3 Site Visit and Field Inspection 2 495.70 4 Design Review 4 1 957.62 5 CPUC Submittal 4 1 1 957.62 6 Diagnostic Meeting 2 2 850.58 7 FRA Submittals 2 2 850.58 8 Project Management/Administration 4 16 1 2,582.54 Other Direct Costs 117.07 Estimated Project Cost $10,000.00 *Hourly Rate Based on the following factors: FAR Overhead Rate 156.66% Profit 10% Multiplier 2.830 9 Lka1djmlAgreements\HDR Engineering.Quiet Zone.Support Services.01.18.18.does EXHIBIT ItUr WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways: (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations, a certificate of consent to self -insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees. CHECK ONE X I am aware of the provisions of Section 3700 of the Labor Code which requires 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 and activities required or permitted under this Agreement. (Labor Code § 1861). I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self -insure, or a certification of workers' compensation insurance. I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct. HDR Engineering, Inc, s By: Thomas T. Kim 10 1Aca1djm\Agreeme1its\HDR Engineering.Quiet Zone.Support Smices.01.18.18.docx Date: 4 /„ ,�,(� �_`