HomeMy WebLinkAboutContracts & Agreements_101-2006_CCv0001.pdf AGREEMENT TO FURNISH CONSULTING SERVICES FOR PHASE It
OF THE REDLANDS QUIET ZONE PROJECT
This agreement for consulting services("Agreement")is made and entered into this 16th day
of May, 2006 ("Effective Date"), by and between the City of Redlands, a municipal corporation
("City")and Wilson&Company, Inc.,Engineers and Architects("Consultant")who 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 perform professional services for Phase 11 of City's
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Alessandro Boulevard Quiet Zone Project(the"Services")located in San Timoteo Canyon,
Redlands, California.
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 which Consultant shall perforin are more particularly described in Exhibit"A,"
entitled "Scope of Services," which is attached hereto and incorporated herein by this
reference.
2.2 Consultant shall comply with all applicable Federal, State and local laws and regulations in
the performance of this Agreement including, but not limited to, the Americans with
Disabilities Act, the Fair Employment and Housing Act and prevailing wage laws
commencing at Labor Code section 1770 et seq. and non-discrimination laws including the
American's with Disabilities Act. Pursuant to Labor Code section 1773.2, copies of the
prevailing rates of per them wages as determined by the Director of the California
Department of Industrial Relations for each craft,classification,or type of worker associated
with the performance of the Services are on file at the City of Redlands office of the Public
Works Department, Civic Center, 35 Cajon Street, Suite 222 (P.O. Box 3005 mailing),
Redlands, California 92373.
2.3 Consultant acknowledges that if it violates the Labor Code provisions relating to prevailing
wage, that City may enforce those provisions by issuing a notice of the withholding of
contract payments to Consultant pursuant to Labor Code section 1771.6.
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—-------If2.4 Consultant executes an agreement with a subcontractor to perform any of the Services.
Consultant shall comply with Labor Code sections 1775 and 1777.7, and shall provide the
subcontractor with copies of the provisions of Labor Code sections 1771, 1775, 1776,
1777.5, 1813 and 1815. Consultant acknowledges that the statutory provisions imposing
penalties for the failure to comply with state wage and hour laws and to ay prevailing
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wages may be enforced by City pursuant to Labor Code sections 1.775 and 1813.
2.5 Consultant and its subcontractors shall comply with the provisions of Labor Code section
1776 regarding payroll records' maintenance, certifications, retention and inspection.
2.6 Consultant acknowledges that eight (8) hours constitutes a legal day's work pursuant to
Labor Code section 1.810.
2.7 If applicable, Consultant shall comply with the provisions of Labor Code section 1777.5
relating to apprenticeships, and Labor Code sections 1771, 1775, 1776, 1777.5, 1813 and
1815.
ARTICLE 3 - RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City will make reasonable provision for Consultant to enter upon City-owned property,as
required by Consultant,to perform the Services.
3.3 City designates Ronald C.Mutter 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 and in accordance
with the Scope of Services.
4.2 At any time during the term of this Agreement, City may request that Consultant perform
Extra Services, As used herein, "Extra Services" means any work which is determined
necessary by City for the proper completion of the project or work for which the Services are
being performed, but which the Parties did not reasonably anticipate would be necessary at
the time of execution of this Agreement. Provided the Extra Work does not exceed twenty
percent(20%) of the compensation to be paid by City to Consultant for the Services, such
Extra Work may be agreed to by the Parties, by written amendment to this Agreement,
executed by City's City Manager. Consultant shall not perform, nor be compensated for,
Extra Work without such written authorization from City.
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ARTICLE 5 - PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Nine Thousand Seven Hundred Nineteen Dollars ($9,719.00). City shall pay
Consultant on a time and materials basis up to the not to exceed amount,in accordance with.
Exhibit "B" entitled "Cost Proposal" and based upon the hourly rates shown therein, and
attached hereto and incorporated herein by this reference.
5.2 Consultant shall submit monthly invoices to City describing the work performed during the
preceding month. Consultant's invoices shall include a brief description of the Services
performed,the dates the Services were performed,the number of hours spent and by whom,
and a description of reimbursable expenses, if any. City shall pay Consultant no later than
thirty (30) days after receipt and approval by City of Consultant's invoice, provided the
Services reflected in the invoice were performed to the reasonable satisfaction of City in
accordance with the terms of this Agreement,provided that the number of hours of Services
set forth in the invoice reflect the amount of time ordinarily expended for such Services by
members of the profession currently practicing in the same locality under similar conditions',
and provided further that all expenses,rates and other information set forth in the invoice are
consistent with the terms and conditions of the Agreement.
5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail
should be addressed as follows:
Citv Consultant
Ronald C. Mutter, P.E. Larry G. Long
Public Works Director Wilson& Company, Inc.
City of Redlands
275 West Hospitality Lane
PO Box 3005 Suite 300
Redlands, CA 92373
San Bernardino, CA 92408
When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
Changes may be made in the names and addresses of the person to who notices and payments are to
be given by giving notice pursuant to this section 5.3.
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ARTICLE 6 -JNSURANCE AND I-NDEMNIFICATION
6.1 All insurance required by this Agreement shall be maintained by Consultant for the duration
of its performance of the Services. Consultant shall not perforin, any Services unless and
until all 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. All insurance policies shall include a provision prohibiting
cancellation of the policy except upon thirty(30) days prior written notice to City.
6.2 Workers' Compensation and Employer's Liability.
A. Consultant shall secure and maintain Workers' Compensation and Employer's
Liability insurance throughout the duration of this Agreement in accordance with the laws of
the State of California, with an insurance carrier acceptable to City.
B. Consultant expressly waives all rights to subrogation against City, its elected
officials, officers and employees for losses arising from work performed by Consultant for
City by expressly waiving Consultant's immunity for injuries to Consultant's employees and
agrees that the obligation to indemnify, defend and hold harmless provided for in this
Agreement extends to any claim brought by or on behalf of any employee of Consultant.
This waiver is mutually negotiated by the Parties. This waiver shall not apply to any damage
resulting from the sole of the any negligence of City,its employees or agents. To the extent
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damages referenced herein were caused by or resulted from the concurrent negligence of
City,its agents or employees,the obligations provided herein to indemnify,defend and hold
harmless are valid and enforceable only to the extent of the negligence of Consultant, its
officers,agents and employees.
63 Hold Harmless and Indemnification. 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 Consultant's and its officers ,employees'and agents'sole
negligent acts or omissions in performing the Services.
6.4 Assignment. Consultant is expressly prohibited from assigning any of the Services without
the express prior written consent of City. In the event of agreement by the Parties to assign a
portion of the Services, Consultant shall add the assignee as an additional insured and
provide City with the insurance endorsements required by this Agreement prior to the
performance of any Services by the assignee. Assignment does not include printing or other
customary reimbursable expenses that may be provided for in this Agreement.
6.5 Comprehensive General Liability Insurance. Consultant shall secure and maintain in force
throughout the term of this Agreement comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per
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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. Such
insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
6.6 Professional Liability Insurance. Consultant shall secure and maintain professional liability
insurance throughout the term of this Agreement in the amount of One Million Dollars
($1,000,000)per claim made.
6.7 Business Auto Liability Insurance. Consultant shall have business auto liability coverage,
with minimum limits of One Million Dollars($1,000,000)per occurrence,combined single
limit for 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. Such insurance shall
be primary and non-contributing to any insurance or self insurance maintained by City. City
shall be named as an additional insured.
ARTICLE 7 - CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in real
property and shall not acquire any interest, direct or indirect, in the geographical area
covered by this Agreement or any other source of income, interest in real property or
investment which 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:
A. Does not make or participate in:
(i) the making or any governmental decisions regarding approval of a rate,rule
or regulation, or the adoption or enforcement of laws;
(ii) the issuance, denial, suspension or revocation of pen-nits, licenses,
applications, certifications, approvals, orders or similar authorizations or
entitlements;
(iii) authorizing City to enter into, modify or renew a contract;
(iv) granting City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
DMI.Agree',Wilson&Company RE quiet zone project 4-19-06
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(v) granting City approval to a plan, design, report, study or similar item;
(vi) Adopting, or granting 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 all 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 officially determines that Consultant must disclose its financial interests by
completing and filing a Fair Political Practices Commission Form 700, Statement of
Economic Interests, Consultant shall file the subject Form 700 with the City Clerk's office
pursuant to the written instructions provided by the Office of the City Clerk.
ARTICLE 8 - GENERAL CONSIDERATIONS
8.1 Attorneys' Fees. 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 of the Parties at rates prevailing in San Bernardino County,
California,
8.2 Prohibition Against Assignment. 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 Documents and Records. All documents, records, drawings, designs, cost estimates,
electronic data files,databases and 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 docunents, and any use of incomplete
documents, shall be at City's sole risk.
8.4 Independent Contractor Status. Consultant is for all purposes under this Agreement an
independent contractor and should perform the Services as an independent contractor.
Neither City nor any of its agents shall have control over the conduct of Consultant or any of
Consultant's employees, except as herein set forth. Consultant shall supply all tools and
instrumentalities required to perform the Services. All personnel employed by Consultant
are for its account only, and in no event shall Consultant or any 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,
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8.5 Termination.
A. Unless earlier terminated,as provided for below,this Agreement shall terminate upon
completion and acceptance of the Services by City.
B. This Agreement may be terminated by City, in its sole discretion,by providing five
(5) business days prior written notice to Consultant (delivered by certified mail, return
receipt requested) of City's intent to terminate.
C. 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.
D. Upon receipt of a termination notice, Consultant shall immediately discontinue its
provisions 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 any 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 Books and Records. Consultant shall maintain any and all books,ledgers,invoices,accounts
and all 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 all
reasonable times for examination by City at the office of Consultant.
8.7 Entire Agreement/Amendment. This Agr cement,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. Any amendment to this
Agreement shall be in writing, approved by City and signed by City and Consultant.
8.8 Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
8.9 Severability. 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 any of 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.
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DAVAgreel,Wilson&Company RE quiet zone prqject 4-19-06 7
RECENED
WILSON As 12 00
COMPANY
Im"WORKS DEPT
Wilson &Company, Inc. Engineers&Architects
275 West HosTransmittal San Bernard npo,CA 92408 Suite 300
(909)806-8000
From: Gerard Reminiskey Date: May 12, 2006
To: Ran Mutter
City of Redlands
P. O. Box 3005
Redlands, CA 92373
Delivery: Hand delivered
CC: File
Projects: Quiet Zone Phase 2—Alessandro Road
File No: 06-002
Mr. Mutter,
Enclosed are 2 signed copies of the Agreement to Fumish Consulting Services for Phase II
of the Redlands Quiet Zone at Alessandro Rd for execution.
Gerard Reminiskey
IN WITNESS WHEREOF,duly authorized representatives of the City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS WILSON& COMPANY, INC.
By:
By:
J Harrison, Mayor Larry Long, Vice President
Attest:
City Clerk
DJM"=Agree\Wilson&Compam,R17 quiet zone prqject 4-19-06
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EXHIBIT"A"
SCOPE OF SERVICES
UIM"Agree"Wilson&Company RF quiet zone proJect 4-19-06
REDLANDS QUIET ZONE PROJECT
PHASE 2 SCOPE OF SERVICES
PREPARED FOR
CITY OF REDLANDS,CALIFORNIA
WILSON&COMPANY,INCORPORATED, ENGINEERS&ARCHITECTS
APRIL 13,2006
Summaq
The City of Redlands, CA is pursuing an on-going effort to provide a railroad quiet zone
at the Alessandro Road at-grade crossing of the Union Pacific Railroad located in the
southern portion the City. Phase 1 of the project consisted of the preparation of a Quiet
Zone Feasibility Study dated October 3, 2005
This Scope of Services will bring the project through the process of regulatory approval
and permitting by the California Public Utilities Commission (CPUC) and the Federal
Railroad Administration (FRAC. At the completion of this phase, the City will have a bid
documents for Supplemental Safety Measures required to implement a quiet zone.
This proposal does not include Surveying and Mapping, which was provided under a
separate contract. The proposal also does not include Construction Phase(Phase 3)Tasks.
Deliverables
Wilson & Company will provide the following deliverables
+ Meeting minutes for all project meetings
+ Preliminary plans to be available for City review in advance of the Diagnostic
Meeting.
+ CPUC G.O. 88-B Application and Exhibits
+ FRA Quiet Zone Filings (as described in the Task 2.4 narrative below)
+ Final Plans, Specifications and Estimates (as described in the Task 2.5 narrative
below)
Phase 2 Tasks
Provided below is a Work Breakdown Structure (WBS) of tasks included in Phase 2. The
text below provides a narrative description of the work activities of each WBS task as
well as involvement of each stakeholder.
2.1 Diagnostic,Meeting: an onsite meeting will be held to include all project
stakeholders: City staff, homeowner group, UPRR, ERA and CPUC. The purpose
of this meeting is to review the existing conditions at the crossings and discuss
potential Supplemental Safety Measures (SSM) to enable the City to create a quiet
zone.
2.2 Preliminary Engineering Wilson & Company will develop preliminary plan and
profile sheets that provide a layout of SSMs to be added to the sites. These sheets
will serve as exhibits to the CPUC application
2.3 CPUC Application: Modifications to the grade crossings will require filing of an
application by the City to the California Public Utilities Commission. Wilson &
Company will draft the application and distribute it on behalf of the City. The
application will be submitted in the format prescribed by CPUC General Order
88-B. Wilson & Company will obtain a letter of concurrence from UPRR,which
is a required exhibit of the G.O. 88-B application.
2.4 FRA Filings: Wilson & Company will prepare 4 documents on the City's behalf
for filing with the Federal Railway Administration (FRA): 1) Notice of Intent; 2)
Quiet Zone Application.- 3) FRA Inventory Update; and 4)Notice of Exemption.
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..5 Final Engineering: The final engineering phase will begin upon receiving
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approval for the modifications from the CPUC. Wilson& Company will prepare
plans, specifications and a construction cost estimate in accordance with City
standards. As a minimum, the following sheets will be provided
a. Title sheet, including project contacts, location map and general notes
b. Construction details (1-2 Sheets)
c. Street Improvement Plans (I Sheet)
d. Utility Plotting(incorporate with street plans)
Phase 3 —Construction Support Services (Not Included in this Proposal)
Although not included in this proposal, the following is an outline of the tasks required
during the Construction Phase of the project:
3.1 Bid Support
3.2 Railroad Coordination, including the Construction & Maintenance agreement
33) Construction Observation
1.4 Public Outreach"'Education
Paue 2 of 2
EXHIBIT"B"
COST PROPOSAL
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Cost Proposal 12-Ma -06
City of Redlands Wilson &Company
Phase 2 Quiet Zone Hours Per Person
L � C
CU
&COMPANY
(n L
M c Fully Other
o Burdened Direct Total Cost
CU
f`- ¢ U Labor Costs Per Task
WN I'MMON'm
p�
Overhead Rate 165%
Profit 10%
Task Task Name
2.1 Diagnostic Field Review 8 12 $ 2,145 $ 50 $ 2,195
2.2 Preliminary Engineering 4 8 16 $ 2,075 $ 240 $ 2,315
2.3 CPUC Application 8 8 8 $ 2,284 $ 50 $ 2,334
2.4 FRA Filings 4 4 8 $ 1,445 $ 50 $ 1,495
2.5 Final Engineering 4 4 8 $ 1,259 $ 120 $ 1,379
Totall 28 1 $ 36 $ 16 $ 24 $ 9,209 $ 510 $ 9,719