HomeMy WebLinkAboutContracts & Agreements_137-2006_CCv0001.pdf AGREEMENT TO FURNISH CONSULTING SERVICES FOR THE
ESTABLISHMENT OF THE REDLANDS QUIET ZONE AT
SAN TIMOTEO CANYON ROAD
1
This agreement for consulting services("Agreement")is made and entered into this 20th day
of June, 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 1 - ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to perform professional services for the establishment of a
quiet zone along the Union Pacific Railroad at the San Timoteo Canyon Road crossing(the
"Services") located in 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 perform 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 diem 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.
DJMiAgree\Wilson&Company RE Establishment of Railroad quiet zone 5-1-06 1
2.4 If 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 pay prevailing
wages may be enforced by City pursuant to Labor Code sections 1775 and 1813.
2.5 Consultant and its subcontractors shall comply with the provisions of Labor Code section
1.776 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 1810.
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 Citv.
DWAgree"Vilson&Company RE Establishment of Railroad quiet zone 5-1-06 2
ARTICLE 5 -PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Thirty-Seven Thousand Three Hundred Twenty-Six Dollars($37,326.00). 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:
City 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.
DAPAgreek1wilson&Company RE Establishment of Railroad quiet zone 5-1-06 3
ARTICLE 6- INSURANCE AND INDEMNIFICATION
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 perform 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 negligence of City,its employees or agents. To the extent any of the
damages referenced herein were caused by or resulted from the concurrent negligence of
CityCity,its agents or employees,the obligations provided herein to indemnify,defend and hold
, tn' -
harmless are valid and enforceable only to the extent of the negligence of Consultant, its
officers, agents and employees.
6.3 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
DJV,Agree�Wilson.&Company RE Establishment of Railroad quiet zone 5-1-06 4
i
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,
4 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 permits, 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;
WNP,AgreeVilson&Company RE Establishment of Railroad quiet zone 5-I-0E 5
(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 documents, 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.
DJM\Agree\Wilson&Company RE Establishment of Railroad quiet zone 5-1-06 6
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. Ifthis 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 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. 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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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:
/On Harrison, Mayor Larry G. L(Q, Vice President
Attest:
City Clerk
I/
WtvtAgree\Wilson&Company RE Establishment of Railroad quiet zone 5-1-06 8
EXHIBIT"A"
SCOPE OF SERVICES
DIM'Agree\Wilson&Company RE Establishment of Railroad quiet zone 54-06 9
&COMPANY
SAN TIMOTE0 CANYON ROAD
QUIET ZONE PROJECT
SCOPE OF SERVICES
PREPARED FOR
THE CITY OF REDLANDS,CA
BY
WILSON&COMPANY,INCORPORATED, ENGINEERS&ARCHITECTS
APRIL 26,2006
Summary
Wilson& Company and the City of Redlands, CA are currently negotiating a contract to
provide Phase 2 engineering services for a railroad quiet zone project at the Alessandro
Road at-grade crossing of the Union Pacific Railroad located in the southern portion the
City. Phase 1 of the Alessandro project consisted of the preparation of a Quiet Zone
Feasibility Study dated October 3, 2005.
Wilson& Company was approached by Goodman & Associates on behalf of its client
who owns property south of Beaumont Avenue railroad crossing and west of the San
Timoteo Canyon Road crossing. The client wishes to add the San Timoteo Canyon Road
crossing to the Redlands Quiet Zone.
With regard to the Alessandro crossing, the Redlands City Council stated that it will not
fund engineering or construction costs associated with a quiet zone. The Alessandro Road
Quiet Zone work is privately funded, as would be the case for San Timoteo Canyon
Road crossing work. This scope of services presents describes the tasks and deliverables
required to include the San Timoteo Canyon Road crossing within the quiet zone with the
understanding that private funding will be secured in advance of contract execution.
This Scope of Services consists of two phases: 1) Feasibility Study; and 2) Engineering.
o Phase 1 will bring the design effort for the San Timoteo Canyon Road crossing up
to the same level of the Alessandro Road effort.
o Phase 2 brings the project through the process of regulatory approval and
permitting by the California Public Utilities Commission (CPUC) and the Federal
Railroad Administration(FRA). At the completion of this phase, the City will
have a bid documents for Supplemental Safety Measures required to implement a
quiet zone.
3
This proposal does not include Surveying and Mapping, which will be provided by
Goodman & Associates. The proposal also does not include Construction Phase(Phase 3)
Tasks as described below.
Deliverables
Wilson& Company will provide the following deliverables
a Feasibility Study
o Meeting minutes for all project meetings
o Preliminary plans to be available for City review in advance of the Diagnostic
Meeting.
n CPUC G.O. 88-B Application and Exhibits
o FRA Quiet Zone Filings(as described in the Task 2.4 narrative below)
o Final Plans, Specifications and Estimates (as described in the Task 2.5 narrative
below)
Project Task Descriptions
Provided below is a Work Breakdown Structure (WBS) task-listing of all tasks included
in the San Timoteo Canyon Road quiet zone project. The text below provides a narrative
description of the work activities of each WBS task as well as involvement of each.
stakeholder.
Task 1: Feasibility Study
1.1 Site investigation: a preliminary site visit by Wilson & Company personnel to
review roadway geometries, railroad signal facilities and operational modes. The
site will be photographed and sketched.
1.2 Database compilation: an inventory of all relevant crossing attributes, such as
crossing identifiers, site characteristics and railroad train counts. This information
is required in follow on analysis of supplemental safety measures (SSM).
1.3 SSM Alternative Analysis: the FRA website has a Quiet Zone Calculator that
allows users to analyze various scenarios for SSM installations and the resultant
effectiveness on reducing the risk index of the crossing.
1.4 Feasibility Study: this report will present options available to the City. In order to
implement a quiet zone, SSMs may be required. If required, an estimated cost will
be provided in the report
Task 2:Engineering
2.1 Diagnostic Meeting: an onsite meeting will be held to include all project
stakeholders: City staff, homeowner group, UPRR, FRA 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.
Pace;2 of 3
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 Wilson &
, by the City to the California Public Utilities Commission. )N
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.
.5 Final Engineering: The final engineering phase will begin upon receiving
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
.3.3 Construction Observation
3.4 Public Outreach/Education
Page 3 of 3
EXHIBIT"B"
COST PROPOSAL
DAtAgreeFilson&Company RE Establishment of Railroad quiet zone 5-1-06 10
Cost Proposal 12-May-06
San Timoteo Canyon Road Wilson &Company
Railroad Quiet Zone Project Hours Per Person
c
Wire r1m Cz
ca
&COMPANY 0, a
m M
m LU
o o Fully Other
v, � —' E o Burdened Direct Total Cost
LU F= ¢ U Labor Costs Per Task
Overhead Rate 165°/0.
Profit 10%
Task Task Name
1.0 Feasibilty Stud
1.1 Site investigation 4 4 $ 863 $ - $ 863
1.2 Database compilation 8 $ 840 $ - $ 840
1.3 SSM Alternatives Analysis 4 16 16 $ 3,323 $ 240 $ 3,563
1.4 Feasibilty Study 4 8 8 24 16 $ 5,095 $ 240 $ 5,335
Subtotal 8 28 20 24 32 $ 10,121 $ 480 $ 10,601
2.0 Engineering
2.1 Diagnostic Field Review 8 8 4 $ 2,565 $ - $ 2,565
2.2 Preliminary Engineering 24 8 40 $ 7,206 $ 600 $ 7,806
2.3 CPUC Application 8 16 16 $ 3,778 $ - $ 3,778
2.4 FRA Filings 8 16 16 $ 3,778 $ - $ 3,778
2.5 Final Engineering 24 16 16 16 $ 8,558 $ 240 $ 8,798
Subtotal 56 16 64 36 56 $ 25,885 $ 840 $ 26,725
Total 64 44 84 60 88 36,006 1,320 37,326