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HomeMy WebLinkAboutHDR Engineering - Twin Creeks Rail CrossingTHIS AGREEMENT is made as of this ~ day of /llwea. 2010, between_City of Central Point, Oregon ("OWNER") a municipal government, with principal offices at 140 South Third Street, Central Point, Oregon 97502 and HDR ENGINEERING, INC., ("ENGINEER") a Nebraska corporation, with principal. offices at 8404 Indian Hills Drive, Omaha, Nebraska, 68114 for services in connection with the projecf known as (Twin Creeks Crossing, a New Railroad-Highway Grade Crossing in _ Central-Point, Oregon, Order No 50837) ("Project"); WHEREAS, OWNER desires to engage ENGINEER to provide professional. .engineering, consulting and related services ("Services") in connection with the Project; and WHEREAS, ENGIlEER desires to render these Services as described in ~. SECTION I, Scope of Services. ` NOW, THEREFORE, OWNER and ENGINEER in consideration of the mutual covenants contained herein; agree as follows: `.:SECTION I. SCOPE OF SERVICES ENGINEER will provide Services for the Project, which consist of the Scope of Services - ~ as outlined om the` attached Exhibit A. SECTION II. TERMS AND CONDITIONS OF ENGINEERING SERVICES ' The "HDR Engineering, Inc. Terms and Conditions for Professional Services," which are ,attached hereto in Exhibit B, are incorporated into this Agreement by this reference as if fully set forth herei .._ ' - SECTION III. RESPONSIBILITIES OF OWNER The OWNER shall provide the information set forth in paragraph 6 of the attached`"HDR 'Engineering, Inc. Terms and Conditions for Professional Services." SECTION IV. COMPENSATION Compensation for ENGINEER'S services under this Agreement shall be on the basis of Direct Labor Costs times a factor of 3.0 for the services of Engineer's personnel engaged onthe Project, plus Reimbursable Expenses, per Attachment'A for a not to exceed amount of $10,237. The amount of any sales tax, excise tax, value added tax (VAT), or gross receipts tax that maybe imposed on this Agreement shall be added to the ENGINEER'S compensation as Reimbursable Expenses. Compensation terms are `defined as follows: Direct Labor Cost shall mean salaries and wages, (basic and overtime) paid to all personnel engaged directly on the Project. The Direct Labor Costs and the factor applied to Direct Labor Costs will be adjusted annually as of the first of every year to reflect equitable changes to the compensation payable to Engineer. Reimbursable Expense shall mean the actual expenses incurred directly or indirectly in connection with the Project for transportation travel, subconsultants, subcontractors, computer usage, telephone, telex, shipping and express, and other incurred expense.- ENGINEER will add tenpercent (10%) to invoices received by ENGINEER from subconsultants and subcontractors to cover administrative expenses and vicarious liability. SECTION V. PERIOD OF SERVICE Upon receipt of written authorization to proceed, ENGINEER shall perform the service described in Exhibit A within a reasonable period of time. Unless otherwise stated in this Agreement, the rates of compensation for ENGINEER'S services have been agreed to in anticipation of the orderly and continuous progress ofthe project through completion. If any specified dates for the completion of ENGINEER'S services .are exceeded through no fault of the ENGINEER, the time for performance of those services shall be automatically extended for a period which maybe reasonably required for their completion and all rates, measures and amounts of ENGINEER' S compensation shall be equitably adjusted. Agreement for Professional Services 2 7-2010 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. Ci of Central Poi t, Ore on "OWNER„ BY: -~- NAME: Thomas F. Humphrey AICP TITLE: Community Development Director ADDRESS: 140 S Third Street Central Point, Oregon 97502 HDR ENGINEERING, INC. "ENGINEER" BY: NAME: Michael Downing TITLE: 5r. Vice President ADDRESS: 1001 SW Fifth Ave., Ste 1800 Portland, OR 97004-1134 EXHIBIT A SCOPE OF SERVICES Proposed Services I. Project. Description and Basis of Proposal The City of Central Point (City) intends to construct a new roadway that will cross-the Central Oregon & Pacific Railroad (CORP) in Central Point, Oregon. The new roadway. will be Twin Creeks, and this new grade crossing project would require reconstructingahe railroad in the vicinity of the new crossing, installing concrete crossing panels, and a new crossing signal warning system. In 2005, Twin Creeks Development requested that HDR Engineering, Inc. (HDR) prepare the design and contract documents required for constructing the new crossing surface and grade crossing protection system (flashing lights and gates). This project was never constructed. The. City of Central Point is requesting that HDR address CORP comments to the original plans redraw the plans and create special provisions to match the plans which are using City and ODOT specifications. II. Scope of Services HDR proposes to provide the following engineering services: Task 1 - Proiect Management Task Objective: To plan, organize, control, coordinate and monitor all activities performed by HDR staff. Activities: • Provide quality assurance and quality control. • Prepare HDR's monthly invoices that will include status reports. Task 2`-Final Rail Crossing Plans Preparation Activities: o Mark up plan sheets RR-00 to RR-07 to mimic the format of the 80% plans .provided by City. o Incorporate the current design files provided by the. City into the HDR design. o Confirm nothing has changed with the design that affects the HDR design. o Update call-outs on plans to match technical specifications and bid items. . ® Perform CAD. o Update all border & title blocks o On all sheets update fonts, linestyles, leaders, etc to mimic the plan provided by the city o Perform QA/QC. e Produce unstamped plans for City review. o Address City comments and produce stamped plans for inclusion into final plan set by others. s ~ One HDR person to participate in up to two (2) one-hour conference calls. Assumptions: ® City to provide updated design files o Nothing has changed with tfie design that affects the HDR design. ~. s HDR-will not update any°signal plans prepared by others. Meetings: o None `, Deliverables: o Stamped 11" x 17" plans in pdf format by email Task 3 -Prepare Technical Construction Specifications for All Rail-Related Items Activities: o Produce Technical Construction Specifications and bid quantities for all rail related items for City review. o, Address City comments and produce final Technical Construction Specifications :.and bid quantities for all rail related items for inclusion into contract bid package by others. • One HDR person to participate in up to two (2) one- hour conference calls: Assumptions: • ,Plans and specifications will be per City of Central Point Standard Specification and Uniform Standard Details, July 2006, and the 2008 Oregon. Standard Specifications for Construction. Deliverable: • Stamped technical specifications in pdf format by email Meetings: • None Exclusions HDR will not: '' • Perform any re-design-other than adjusting the striping. • Prepare separate submittal to ODOT for the amended Final Order. • Prepare specifications for railroad or traffic signals. Perform any additional survey or geotechnical investigation • Update the estimate ofconstruction costs • Perform any construction support under this scope of work. ~• Verify if the existing: conditions have changed. Assumptions • Rail improvements will be performed by Central Oregon and Pacific Railroad o City will be responsible for obtaining CORP review comments and producing a non-conflicting consolidated set of comments • City will be responsible- for obtaining CORP acceptance of plans • Contractor will complete the ancillary rail work. ® City will provide HDR with all base mapping and seed files prior to HDR beginning • CAD format is AutoCAD. Schedule o Task 2 o Plans for City review within two weeks of receiving all CAD files from the City 4 ~ ~ (V ~ ~ ~ CV N O N ~ ff~ 6R EA d3 W p d c~0 cMp o~D ~ C ~ ~ M C A t L ~ ~ 6R 69 EA EA L O ~ ~ ~ ~ ~ ~ M N ~ ~ fV ~F CV pj J EA Ef? H~} ~ s~noH °r° ~ N o ..~ ;aafo~d - ~e;g ~ ~ ~ c (~ ~ ~ ~ UOSJBLlS}}eJQ O ~ M M ~ M o - aauoBBe~ lned ~; y oz ~ ~ a' " a ~a6eueyy M N CD N ~' ~ r t~ ~ ~ i ;aafoad - ~la4olaa fin)! ~ ~ 2 °~ rn aau6lsaQ o 0 0 ~ ;aa(o.~d - Repel~oH uo~ ~ N M ~ N O ~ ~ ~0+ N ~ C ,0 = v ' 1 d V ~ ~ ++ 'oc ~ ~ (d N a cc ~ o ~1+ ~ n`. E °~ ~ m d.~ ~ ~ ~ o 'C •P y fp O O C a O j ( ~s2 O U (A 4= O C O a p~ ~ ~ ~ N ~ p n ~~ M K ~ U ~ , ~ ~ Fes- H H = a;ewl;s3 s~noH ~ aa~ aaH Exhibit B HDR Engineering, Inc. Terms and Conditions for Professional Services 1. STANDARD OF PERFORMANCE The standard of care for all professiohal engineering, consulting and related seNlces performed or fumished by ENGINEER and its employees under this Agreement will be the care and skill ordinarily used by members of ENGINEER's profession practicing under the same or similar circumstances at the same time and inthe same locality. ENGINEER makes no warranties, express or implied, under this Agreement or otherwise, in connection with ENGINEER's SBNICBS. 2. INSURANCE ENGINEER agrees to procure and maintain, at its expense, Workers' Compensatioh insurance as required by statute;' Employer's Liability of $250,000; Automobile Liability insurance of $1,000,000 combined single Ilmit forbodily injury ahd property damage covering all vehicles, including hired vehicles, owned and non-0wned vehicles; Commercial Geherel Liability insurance of $1,000,000 combined single limit for personal injury and property damage; and Professional Liability ihsurence of $1,000,000 per claim for protection against claims arising out of the performance of services under this Agreement caused by negligent acts, errors, or omissions for which ENGINEER is legally liable. Upon request, OWNER shall be made an additional insured on Commercial General and Automobile Liability insurance policies and certificates of insurance will be fumished to the OWNER. ENGINEER agrees to indemnify OWNER for the claims covered by ENGINEER'S insurance. 3 OPINIONS OF PROBABLE COST (COST ESTIMATES) Any opinions of probable project cost or probable construction cost ` provided by ENGINEER are made on the basis of information available to ENGINEER and on the basis of ENGINEER's experience and qualifications, end represents its judgment as an experienced and qualified professional engineer. However, since ENGINEER has no cohtrol over the cost of labor, materials, equipment or services fumished by others, or over the contrector(s') methods of determining prices, or over competitive bidding or market conditions, ENGINEER does not guarantee 4hat proposals, bids or actual project or consVuction -cost will not vary from opinions of probable cost ENGINEER prepares. 4. CONSTRUCTION PROCEDURES ENGINEER's observation or monitoring portions of the work performed under construction contracts shall not relieve the•contrector from its responsibility for performing work in accordance with applicable contract documents.. ENGINEER shall not wntrol or have charge of, and shall not be-responsible for,construction means, methods, techniques, .sequences, procedures of consVuction, health or safety programs or precautions connected with the work and shall not manage, supervise, control or have charge of construction. ENGINEER shall not be responsible for the acts or omissions of the contractor or other parties on the project. ENGINEER shall be entitled to review all construction contract documents and to require that no provisions extend the duties or liabilities of ENGINEER beyond those set forth in this Agreement. OWNER agrees to include ENGINEER as an indemnified party in OWNER'S cgnstruction contracts for the work, which shall protect ENGINEER to the same degree as OWNER. Further, OWNER agrees that ENGINEER shall be listed as an additional insured under the construction contractor's liability insurance policies. 5. CONTROLLING LAW This Agreement is to be governed by the law of the state where ENGINEER's services are performed. 6. SERVICES AND INFORMATION OWNER will provide all criteria and information pertaining to OWNER's _, requirements for the project, including-design objectives and constraints, space, capacity and performance requirements, flexibility and expahdability, and any budgetary limitations. OWNER will also provide copies of any OWNER-fumished Standard Details, Standard. Specifications, or Standard Bidding Documents which are to be incorporated into the project. OWNER will furnish the services of soils/geotechnical engineers or other consultants that include reports and appropriate professional recommendations when such services are deemed necessary by ENGINEER. The OWNER agrees to bear full responsibility for the technical accuracy and content of OWNER-fumished documents and S@NICBS. In performing professional engineering and related services hereunder, it is understood by OWNER that ENGINEER is not engaged in rendering any type of legal, insurance or accounting services, opinions or advice. Further, it is the OWNER's sole responsibility to obtain the advice of an attorney, insurance counselor or accountant to protect the OWNER's legal and financial interests. To that end, the OWNER agrees that OWNER or the OWNER's representative will examine all studies, reports, sketches, drawings, specifications, proposals and other documents, opinions or advice prepared or provided by ENGINEER, and will obtain the advice of an attorney, insurance counselor or other consultant as the OWNER deems necessary to protect the OWNER's interests before OWNER takes action or forebears to take action based upon or relying upon the services provided by ENGINEER. 7. SUCCESSORS AND ASSIGNS OWNER and ENGINEER, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the covenants of this Agreement. Neither OWNER nor ENGINEER will assign, sublet, or transfer any interest in this Agreement or claims arising therefrom without the written consent of the other. 8. RE-USE OF DOCUMENTS All documents, including all reports, drawings, specifications, computer software or other items prepared or fumished by ENGINEER pursuant to this Agreement, are instruments of service with respectto the project. ENGINEER retains ownership of all such documents. OWNER may retain copies of the documents for its information arid reference in connection with the project; however, none of the documents are intended or represented to be suitable for reuse by OWNER or others on extensions of the project or on any other project. Any reuse without written verification or adaptation by ENGINEER for the speck purpose intended will be at OWNER'S sole risk and without liability or legal exposure to ENGINEER, and OWNER will defend, indemnify and hold harmless ENGINEER from all claims, damages, losses and expenses, including attorney's fees, arising or resulting therefrom. Any such verification or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. . 9. TERMINATION OF AGREEMENT OWNER or ENGINEER may terminate the Agreement, in whole or in part, by giving seven (7) days written notice, if the other party substantially fails to fulfill its obligations under the, Agreement through no fault of the terminating party. Where the method of payment is "lump sum," or cost reimbursement, the final invoice will include all services and expenses associated with the project up to the effective date of termination. An equitable adjustmentshall also be made to provide for termination settlement costs ENGINEER incurs as a result of commitments that had become firm before termination, and for a reasonable profit for services performed. 10. SEVERABILITY ' If any provision of ttiis agreement is held invalid or unenforceable, the remaining provisions shall be valid and binding upon the parties. One or more waivers by either party of any provision, tern or condition shall not be construed by the other party as a waiver of any: subsequent breach of the same provision, term or condition. 11. INVOICES (2/2010) ENGINEER will submit monthly invoices for services rendered and OWNER will make prompt payments in response to ENGINEER's invoices. ENGINEER will retain receipts for reimbursable expenses in general accordance with Internal Revenue Service rules pertaining to the support of expenditures for income tax purposes. Receipts will be available forihspection by OWNER's auditors upon request. If OWNER disputes any items in ENGINEER's invoice for any reason, including the lank of supporting'documentation, OWNER may temporarily delete the disputed item and pay the remaining amount of the invoice. OWNER will promptly notify ENGINEER of the dispute and request clarification and/or correction. After ariy dispute has been settled ENGINEER will include the disputed item on a subsequent, regularly scheduled invoice, or on a special invoice for the disputed item only. OWNER recognizes that late payment of invoices results in extra expenses for ENGINEER. ENGINEER retains the right to assess OWNER interest at the rate of one percent (1 %) per month, but not to exceed the maximum rate allowed by law, on invoices which are not paid'wi4hin thirty (30) days from the date of the invoice. In the event undisputed portions of ENGINEER's.invoices are not paid when due, .,ENGINEER also reserves the right, after seven (7) days prior written notice, to suspend the performance of its services under this Agreement until all past due amounts have been paid in full. 12. CHANGES -The parties agree that no change or modification to this Agreement, or anyattachments hereto, shall have any force or effect unless the change is reduced to writing, dated, and made part of this Agreement. The execution of the change shall be authorized and signed in the same manner as this Agreement. Adjustments in the period of services and,in compensatiomshall be in accordance with applicable .paragraphs and sections of this Agreement. Any proposed fees by ENGINEER are estimates to perform the services required to complete the project es ENGINEER understands it to be defined. For those projects involving conceptual or process development services, 'activities often are not fully definable in the initial planning. to any event, as the project progresses, the facts developed may dictate a change in the services to be performed; which may alter the scope. ENGINEER will inform OWNER of such situations so that changes in scope and adjustments to the time of performance and compensation can be made as required. If such change, additional services, or suspension of services results in an increase or decrease in the cost of or time required for. performance of the services, an equitable adjustment shall be made, and the Agreement modified accordingly. 13. CONTROLLING AGREEMENT `,These Terms end Conditions shall take precedence over any .inconsistent or contradictory provisions contained in any proposal, contract, purchase-order, requisition, notice-to-proceed, or like document. 14. EQUAL EMPLOYMENT AND NONDISCRIMINATION In connection with the services under this Agreement, ENGINEER agrees to comply with the applicable provisions of federal and state Equal fmployment:Opportunity for individuals based on color, relig{on, sex, or national origin, or disabled veteran, recently separated veteran, other protected veteran and armed forces service .medal veteran: status, disabilities under provisions of executive order 11246, and other employment, statutes and regulations; as stated in Title 41 Part 60 of the Code of Federel Regulatiohs § 60-1.4 (a-f), § 60-300.5 (a-e), § 60-741 (a-e). 15. HAZARDOUS MATERIALS OWNER represents to ENGINEER that, to the best of its knowledge, no'hazardous materials are present at the project site. However, in the event hazardous;matenals are known to be present, OWNER represents that (o the best of its knowledge it has disclosed to ENGINEER~the existence of all such hazardous,materials, including but'not limited to asbestos, PCl3's, petroleum, hazardous waste, or radioactive`matenal located at or near the project site, including type,'quantity and location of such hazardous materials. It is acknowledged by both parties that ENGINEER's scope of services Terms & Conditions for Professional Services 2 do not include services related in any way to hazardous materials. 1n the event ENGINEER or any other party encounters undisclosed hazardous materials,"ENGINEER shall have the obligation to notify OWNER and, to the extent required by law or regulation, the appropriate governmental officials, and ENGINEER may, at its option and without liability for delay, consequential or any other damages to OWNER, suspend performance of services on that portion of the project affected by hazardous materials until OWNER: (i) retains appropriate specialist consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or remove the hazardous materials; and (ii) warrants that the project site is in full compliance with all applicable laws and regulations. OWNER acknowledges that ENGINEER is pertorming professional services for OWNER and that ENGINEER is not and shall not be required to become an "arranger," "operator," "generator," or "transporter' of hazardous materials, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1990 (CERCLA), which are or may be encountered at or near the project site in connection with ENGINEER's services under this Agreement. If ENGINEER'S services hereunder cannot be performed because of the existence of hazardous materials, ENGINEER shall be entitled to terminate this Agreement for cause on 30 days written notice. To the fullest extent permitted by law, OWNER shall indemnify and hold harmless ENGINEER, its officers, directors, partners, employees, and subconsultants from and against all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court or arbitration or other dispute resolution costs) caused by, arising out of or resulting from hazardous materials, provided that (i) any such cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or injury to or destruction of tangible property (other than completed Work), including the loss of use resulting therefrom, and (ii) nothing in this paragraph shall obligate OWNER to indemnify any individual or entity from and against the consequences of that individual's or entity's sole negligence or willful misconduct. 16. EXECUTION This Agreement, including the exhibits and schedules made part hereof, constitute the entire Agreement between ENGINEER and OWNER, supersedes and controls over all prior written or oral understandings. This Agreement may be amended, supplemented or modified only by a written instrument duly executed by the parties. 17. LIMITATION OF LIABILITY ENGINEER's and its employees' total liability to OWNER for any loss or damage, including but not limited to special and consequential damages arising out of or in connection with the performance of services or any other cause, including ENGINEER'S and its employees' professional negligent acts,. errors, or omissions, shall not exceed the greater of $50,000 or the total compensation received by ENGINEER hereunder, except as otherwise provided under this Agreement, and OWNER hereby releases and holds harmless ENGINEER and its employees from any liability above such amount. 18. LITIGATION SUPPORT In the event ENGINEER is required to respond to.a subpoena, government inquiry or other legal process related to the services in connection with a lega{ or dispute resolution proceeding to.which ENGINEER is not a party, OWNER shall reimburse ENGINEER for reasonable costs in responding and compensate ENGINEER at its then standard rates for reasonable time incurred in gathering information and documents and attending depositions, hearings, and trial 19. UTILITY LOCATION If underground sampling/testing is to be performed, a local utility locating service shall be contacted to make arrangements for all utilities to determine the location of underground utilities. In addition, OWNER shall notify ENGINEER of the presence and locatioh of any underground utilities located on the OWNER'S properly which are not the responsibility of private/public utilities. ENGINEER shall take reasonable precautions to avoid damaging underground utilities that are properly marked. The OWNER agrees to waive any claim against ENGINEER and will indemnify ahd hold ENGINEER harmless from any (2/2010) ' claim, of liability, injury or loss caused by or allegedly caused by ENGINEER's ;damaging of underground utilities that are not properly marked or. are not called to ENGINEER'S attention prior to beginning the,underground sampling/testing. , (212010)