Professional Services Agreement with Project Engineering for Rails for Rail with Trail UPRR Cutoff Arterial Crossing Design StudyAGREEMENT FOR PROFESSIONAL SERVICES
RAIL WITH TRAIL UPRR CUTOFF ARTERIAL CROSSING DESIGN STUDY
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 4th day of
February, 2014, and entered into by and between the City of Meridian, a municipal
corporation organized under the laws of the State of Idaho, hereinafter referred to as
"CITY", 33 East Broadway Avenue, Meridian, Idaho 83642, and Project Engineering
Consultants, (PEC) ,hereinafter referred to as "CONSULTANT", whose business
address is 986 West 9000 South West Jordan UT 84088.
INTRODUCTION
Whereas, the City has a need for services involving Rail with Trail UPRR
Cutoff Arterial Crossing Design Study; and
WHEREAS, the Consultant is specially trained, experienced and
competent to perform and has agreed to provide such services;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
terms and conditions hereinafter contained, the parties agree as follows:
TERMS AND CONDITIONS
Scope of Services:
1.1 CONSULTANT shall perform and furnish to the City upon execution of this
Agreement and receipt of the City's written notice to proceed, all services, and
comply in all respects, as specified in the document titled "Scope of Services" a
copy of which is attached hereto as Attachment "A" and incorporated herein by
this reference, together with any amendments that may be agreed to in writing by
the parties.
1.2 All documents, drawings and written work product prepared or produced
by the Consultant under this Agreement, including without limitation electronic
data files, are the property of the Consultant; provided ,however, the City shall
have the right to reproduce, publish and use all such work, or any part thereof, in
any manner and for any purposes whatsoever and to authorize others to do so.
If any such work is copyrightable, the Consultant may copyright the same, except
that, as to any work which is copyrighted by the Consultant, the City reserves a
royalty-free, non-exclusive, and irrevocable license to reproduce, publish and use
such work, or any part thereof, and to authorize others to do so.
1.3 The Consultant shall provide services and work under this Agreement
consistent with the requirements and standards established by applicable
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federal, state and city laws, ordinances, regulations and resolutions. The
Consultant represents and warrants that it will perform its work in accordance
with generally accepted industry standards and practices for the profession or
professions that are used in performance of this Agreement and that are in effect
at the time of performance of this Agreement. Except for that representation and
any representations made or contained in any proposal submitted by the
Consultant and any reports or opinions prepared or issued as part of the work
performed by the Consultant under this Agreement, Consultant makes no other
warranties, either express or implied, as part of this Agreement.
1.4 Services and work provide by the consultant at the City's request under
this Agreement will be performed in a timely manner in accordance with a
Schedule of Work, which the parties hereto shall agree to. The Schedule of
Work may be revised from time to time upon mutual written consent of the
parties.
2. Consideration
2.1 The Consultant shall be compensated on a Not to Exceed basis as
provided in Attachment B "Payment Schedule" attached hereto and by reference
made a part hereof for the Not-to-Exceed amount of $77,707.35.
2.2 The Consultant shall provide the City with a monthly statement, as
services warrant, of fees earned and costs incurred for services provided during
the billing period, which the City will pay within 30 days of receipt of a correct
invoice and approval by the City. The City will not withhold any Federal or State
income taxes or Social Security Tax from any payment made by City to
Consultant under the terms and conditions of this Agreement. Payment of all
taxes and other assessments on such sums is the sole responsibility of
Consultant.
2.3 Except as expressly provided in this Agreement, Consultant shall not be
entitled to receive from the City any additional consideration, compensation,
salary, wages, or other type of remuneration for services rendered under this
Agreement., including but not limited to, meals, lodging, transportation,
drawings, renderings or mockups. Specifically, Consultant shall not be entitled
by virtue of this Agreement to consideration in the form of overtime, health
insurance benefits, retirement benefits, paid holidays or other paid leaves of
absence of any type or kind whatsoever.
3. Time of Performance:
This agreement shall become effective upon execution by both parties, and shall
expire upon completion of the agreed upon services, September 30, 2014 or
unless sooner terminated as provided below or unless some other method or
time of termination is listed in Attachment A. This Agreement shall terminate
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automatically on the occurrence of (a) bankruptcy or insolvency of either party, or
(b) sale of Consultants business.
4. Independent Contractor:
4.1 In all matters pertaining to this agreement, CONSULTANT shall be acting
as an independent contractor, and neither CONSULTANT nor any officer,
employee or agent of CONSULTANT will be deemed an employee of CITY.
Except as expressly provided in Attachment A, Consultant has no authority or
responsibility to exercise any rights or power vested in the City. The selection
and designation of the personnel of the CITY in the performance of this
agreement shall be made by the CITY.
4.2 Consultant shall determine the method, details and means of performing
the work and services to be provided by Consultant under this Agreement.
Consultant shall be responsible to City only for the requirements and results
specified in this Agreement and, except as expressly provided in this Agreement,
shall not be subjected to City's control with respect to the physical action or
activities of Consultant in fulfillment of this Agreement.
5. Indemnification and Insurance:
CONSULTANT shall indemnify and save and hold harmless CITY from and for
any and all losses, claims, actions, judgments for damages, or injury to persons
or property and losses and expenses and other costs including litigation costs
and attorney's fees, arising out of, resulting from, or in connection with the
performance of this Agreement by the CONSULTANT, its servants, agents,
officers, employees, guests, and business invitees, and not caused by or arising
out of the tortuous conduct of CITY or its employees. CONSULTANT shall
maintain, and specifically agrees that it will maintain, throughout the term of this
Agreement, liability insurance, in which the CITY shall be named an additional
insured in the minimum amounts as follow: General Liability One Million Dollars
($1,000,000) per incident or occurrence, Professional Liability / Professional
errors and omissions One Million Dollars ($1,000,000) aggregate, Automobile
Liability Insurance One Million Dollars ($1,000,000) per incident or occurrence
and Workers' Compensation Insurance , in the statutory limits as required by
law.. The limits of insurance shall not be deemed a limitation of the covenants to
indemnify and save and hold harmless CITY; and if CITY becomes liable for an
amount in excess of the insurance limits, herein provided, CONSULTANT
covenants and agrees to indemnify and save and hold harmless CITY from and
for all such losses, claims, actions, or judgments for damages or injury to
persons or property and other costs, including litigation costs and attorneys' fees,
arising out of, resulting from or in connection with the performance of this
Agreement by the Consultant or Consultant's officers, employs, agents,
representatives or subcontractors and resulting in or attributable to personal
injury, death, or damage or destruction to tangible or intangible property,
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10. ®iscrimination Prohibited: In performing the Services required herein,
CONSULTANT shall not unlawfully discriminate in violation of any federal, state
or local law, rule or regulation against any person on the basis of race, color,
religion, sex, national origin or ancestry, age or disability.
11. Reports and Information:
11.1 At such times and in such forms as the CITY may require, there shall be
furnished to the CITY such statements, records, reports, data and information as
the CITY may request pertaining to matters covered by this Agreement.
11.2 Consultant shall maintain all writings, documents and records prepared or
compiled in connection with the performance of this Agreement for a minimum of
four (4) years from the termination or completion of this or Agreement. This
includes any handwriting, typewriting, printing, photo static, photographic and
every other means of recording upon any tangible thing, any form of
communication or representation including letters, words, pictures, sounds or
symbols or any combination thereof.
12. Audits and Inspections: At any time during normal business hours and as
often as the CITY may deem necessary, there shall be made available to the
CITY for examination all of CONSULTANT'S records with respect to all matters
covered by this Agreement. CONSULTANT shall permit the CITY to audit,
examine, and make excerpts or transcripts from such records, and to make
audits of all contracts, invoices, materials, payrolls, records of personnel,
conditions of employment and other data relating to all matters covered by this
Agreement.
13. Publication, Reproduction and Use of Material: No material produced in
whole or in part under this Agreement shall be subject to copyright in the United
States or in any other country. The CITY shall have unrestricted authority to
publish, disclose and otherwise use, in whole or in part, any reports, data or other
materials prepared under this Agreement.
14. Compliance with Laws: In performing the scope of services required
hereunder, CONSULTANT shall comply with all applicable laws, ordinances, and
codes of Federal, State, and local governments.
15. Changes: The CITY may, from time to time, request changes in the Scope of
Services to be performed hereunder. Such changes, including any increase or
decrease in the amount of CONSULTANT'S compensation, which are mutually
agreed upon by and between the CITY and CONSULTANT, shall be
incorporated in written amendments to this Agreement.
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16. Termination: If, through any cause, CONSULTANT, its officers, employees, or
agents fails to fulfill in a timely and proper manner its obligations under this
Agreement, violates any of the covenants, agreements, or stipulations of this
Agreement, falsifies any record or document required to be prepared under this
agreement, engages in fraud, dishonesty, or any other act of misconduct in the
performance of this contract, or if the City Council determines that termination of
this Agreement is in the best interest of CITY, the CITY shall thereupon have the
right to terminate this Agreement, in part or in its entirety, by giving written notice
to CONSULTANT of such termination and specifying the effective date thereof at
least fifteen (15) days before the effective date of such termination.
CONSULTANT may terminate this agreement at any time by giving at least sixty
(60) days notice to CITY.
In the event of any termination of this Agreement, all finished or unfinished
documents, data, and reports prepared by CONSULTANT under this Agreement
shall, at the option of the CITY, become its property, and CONSULTANT shall be
entitled to receive just and equitable compensation for any work satisfactorily
complete hereunder.
Notwithstanding the above, CONSULTANT shall not be relieved of liability to the
CITY for damages sustained by the CITY by virtue of any breach of this
Agreement by CONSULTANT, and the CITY may withhold any payments to
CONSULTANT for the purposes of set-off until such time as the exact amount of
damages due the CITY from CONSULTANT is determined. This provision shall
survive the termination of this agreement and shall not relieve CONSULTANT of
its liability to the CITY for damages.
17. Construction and Severability: If any part of this Agreement is held to be
invalid or unenforceable, such holding will not affect the validity or enforceability
of any other part of this Agreement so long as the remainder of the Agreement is
reasonably capable of completion.
18. Advice of Attorney: Each party warrants and represents that in executing this
Agreement. It has received independent legal advice from its attorney's or the
opportunity to seek such advice.
19. Entire Agreement: This Agreement contains the entire agreement of the parties
and supersedes any and all other agreements or understandings, oral of written,
whether previous to the execution hereof or contemporaneous herewith.
20. Public Records Act: Pursuant to Idaho Code Section 9-335, et seq.,
information or documents received from the Contractor may be open to public
inspection and copying unless exempt from disclosure. The Contractor shall
clearly designate individual documents as "exempt" on each page of such
documents and shall indicate the basis for such exemption. The CITY will not
accept the marking of an entire document as exempt. In addition, the CITY will
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le end or statement on one (1) page that all, or substantially all, of
not accept a g
ment is exem t from disclosure. The Contractor shall indemnify and
the docu p .
defend the CITY a ainst all liability, claims, damages, losses, expenses, actions,
g ~ f r the
attorne fees and suits whatsoever for honoring such a des~gnat~on or o
Y as exem t. The
Contractor's failure to designate individual documents p
or's failure to desi Hate as exempt any document or portion of a
Contract 9
m nt that is released b the CITY shall constitute a complete waiver of any
docu e Y
and all claims for damages caused by any such release.
' n ialit : Consultant understands and acknowledges that all tests and
21. Confide t y
I confidential information) are intended solely for the City. Consultant
resu ts(
o hold all confidential information in confidence and will not disclose the
agrees t
confidential information to any person or entity without the express prior written
consent of City.
' le Law: This A reement shall be governed by and construed and
22. Applicab g
in accordance with the laws of the State of Idaho, and the ordinances of
enforced
the City of Meridian.
v I Re uired: This A reement shall not become effective or binding until
23. Appro a q g
approved by the City of Meridian.
IAN PROJECT ENGINEERING CONSULTANTS
CITY OF MERID
BY:
TAMMY de RD, MAYOR
Dated
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Approved by Council:
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L. LMAN, CITY CLER
Purchasing Ap ro al
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BY: ~ 1 r
KEIT ATTS, P asing Manager
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BY. t
STEVE IDD WAY, arks & R Director
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Dated..
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Attachment A
SCOPE OF WORK
Project Engineering Consultants (PEC) is pleased to submit a scope of work for the Rail
with Trail UPRR Cutoff Arterial Crossing Design Study, Idaho Transportation
Department (ITD) Key No. 13187. The City of Meridian has secured Transportation
Alternative Program grant funding to perform a planning study to provide alternatives for
pathway crossings at seven (7) arterial roadway crossing locations along the railroad
corridor through the City's area of impact.
Currently, the seven crossings are identified as Locust Grove, 3rd Street, Main Street,
Meridian, Linder, Ten Mile, and Black Cat. The emphasis of the project is to prepare a
design study encompassing safe and efficient pathway/roadway crossing options at
arterial roads crossing the rail corridor. The study should also address safe and efficient
options for crossing rail spurs extending outside the rail corridor. The key component in
accomplishing the study is to work with a stakeholder group to assess concerns and
gain support for appropriate crossing solutions. As part of the design study PEC will
complete the following tasks:
Coordinate with the City to engage a stakeholders group to discuss and evaluate
analysis work, design considerations and solutions. At a minimum, the
stakeholder group should include representatives from Operation Lifesaver, Ada
County Highway District, ITD, Union Pacific/Watco/Boise Valley Rail, and the City
of Meridian. This task includes up to a maximum of three meetings. Meetings on
the same day with ACHD and Union Pacific count as one meeting.
Investigate and analyze each arterial crossing location and document the existing
conditions, challenges, current and future traffic levels; right-of-way; irrigation
infrastructure; adjacent land use; wetlands; historic structures; or hazardous
materials. The environmental items will be completed with a records and data
base search. The City of Meridian shall provide right-of-way data to be used for
the study and generation of alternatives. PEC shall also gather traffic volume
data for the seven arterial roadways in the study. It is anticipated this information
can be obtained or provided from ACRD for the peak hour volumes and daily
traffic volumes. The traffic volume data shall be the basis for level of service
(LOS) calculations at the proposed trail crossings. PEC shall coordinate with
COMPASS and their travel demand model to determine a growth rate and future
traffic volumes for the arterial roadways for twenty years from the projected study
date (2035).
Develop a minimum of three preliminary concepts for each arterial crossing
location. The concepts should consider and evolve out of three crossing options:
over/under, at grade and outside/inside the rail right of way. The alternatives
shall be refined based on input from and coordination with the stakeholder group.
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These concepts shall be generated based on aerial information provided by the
City or what is available via the internet. Concepts shall include consideration for
current roadway widths and future roadway widths accounting for the COMPASS
model.
- Develop a minimum of two preliminary concepts for appropriate rail spur crossing
treatments (no specific location). The alternatives shall be refined based on input
and coordination from the stakeholder group. These concepts shall be generated
based on aerial information provided from the City or what is available via the
internet.
- Prepare concepts in a presentation format that can be used for team meetings,
public open house and presentations.
- Provide budgetary-level cost estimates for each final concept for comparative
analysis. Costs shall include estimated construction costs, right-of-way,
engineering, and construction management. We shall use recent bid results to
estimate the construction costs. The costs shall include an inflation value to
reflect when the project shall be funded and constructed.
o Prepare concepts and power point presentations for public meetings.
Public meetings shall consist of the following: one public open house, one
ACRD commission meeting, and one City Council presentation. The public
open house shall be held on the same day City Council presentation, one
hour in advance.
- ®eliverables:
o Deliverables shall be provided to the City in hard copy and electronic
format. The electronic format should consist of Word, AutoCAD, Publisher,
InDesign, Adobe, or other as directed by the City.
o Draft and final report shall encapsulate a compilation of inventory,
analysis, design concepts, preferred alternatives, typical sections, public
meeting synopsis and recommended safety elements (striping, signage,
physical barriers, and locations of said elements), synopsis of stakeholder
group interaction, justifications and recommendations.
o Cost estimates shall be provided to the City as part of the draft and final
report.
o Presentation quality graphics shall be provided to the City as part of the
draft and final report.
This design study is anticipated to be completed approximately six months from notice
to proceed.
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Notice to proceed is expected January 2014 with completion near the end of June 2014.
As~umpti®ns:
The following assumptions were made regarding preparation of this scope of work:
® No topographic survey will be completed for the project.
® The City of Meridian shall provide their latest aerial photography for use in
generating conceptual drawings and figures.
® The City of Meridian shall provide GIS information for utilities, right of way and
other pertinent information requested by PEC.
® Proper access permission to private property, if required, shall be obtained by the
City of Meridian.
® One review of the draft report is anticipated with one final deliverable.
City equirernent~:
The following tasks are anticipated to be completed or provided by the City of Meridian.
® The latest aerial photographic information.
® Utility information in a GIS or AutoCAD format.
® Right-of-way information in a GIS or AutoCAD format.
® Creation of stake holders list and contact information for Operation Lifesaver,
Ada County Highway District, ITD, Union Pacific, Watco, and Boise Valley Rail.
® Location to meet when meetings are designated at the City offices
® Notifications and flyers for the public open house.
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Attachment
MILESTONE /PAYMENT SCHEDULE
A. Total and complete compensation for this Agreement shall not exceed
$77,707.35.
TASK DESCRIPTION AMOUNT
1 Coordinate with Stakeholders $10,753.10
2 Investigate Arterial Crossing $15,456.85
3 Preliminary Concepts -Arterial Crossings $11,701.47
4 Preliminary Concepts -Rail Crossings $8,422.48
5 Budgetary Level Cost Estimates $3,473.94
6 Draft Concept Report $15,433.39
7 Final Concept Report $11,724.92
Misc Direct Expenses $741.20
T®TAL $77,707.35
Travel expenses, if applicable, shall be paid at no more than the City of Meridian's
Travel and Expense Reimbursement Policy.
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