HomeMy WebLinkAboutR-1997-032 Engineering / The Transpo Group, Inc.,/ AgreementRESOLUTION NO. R-97- 32
• A RESOLUTION authorizing and directing the City Manager and City
Clerk of the City of Yakima to execute an agreement
with The TRANSPO Group, Inc., a civil engineering firm,
for the development of safety improvement plans for
five railroad crossings in the City of Yakima
WHEREAS, the City of Yakima acknowledges the requirements of
the Federal Railroad Administration and the Burlington Northern Santa Fe
Railroad to provide Supplemental Safety Measures at five crossings in the
city
WHEREAS, the Yakima City Council deems it to be in the best
interest of the city that the attached agreement document be executed by
the City of Yakima, accordingly, now therefore.
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
YAKIMA:
The City Manager and City Clerk of the City of Yakima are hereby
• authorized and directed to execute an agreement with The TRANSPO
Group, Inc. for the purpose mentioned above, a copy of which agreement is
attached hereto and by reference made a part hereof.
•
ADOPTED BY THE CITY COUNCIL this 18th day of February,
1997
ATTEST:
February 18, 1997
City Clerk
STANDARD CONSULTANT
AGREEMENT
CONULTAN7/ADPRE$SJ,TELEPHONE
THE TRANSPO GROUP, INC.
14335 NE 24th Street, Suite 201
Bellevue, Washington 98007
AGREEMENT NUMBER
FEDERAL AID NO.
•
PROJECT TITLE AND WORK DESCRIPTION
CITY OF YAKIMA - 1997
Railroad Crossings
Supplementary Safety Measures
A
0
LUMP SUM
LUMP SUM AMOUNT$
R
E
E
M
E
NI
COST PLUS FIXED FEE
OVERHEAD PROGRESS
PAYMENT RATE 1 R 6 %
N
T
OVERHEAD COST METHOD
DBE PARTICIPATION
YES [ X NO %
T
ra
ACTUAL COST NOT
WBE PARTICIPATION
TO EXCEED 1 PR %
(I
YES [i NO %
Y
P
Q FIXED RATE %
FEDERAL ID NO.
OR S.S. N
Da you require a 1099 for IRS?
Q YES EJ NO
E
FIXED FEE $
C
H
E
I
SPECIFIC RATES OF PAY
COMPLETION DATE
April 1, 1997
MAXIMUM AMOUNT
PAYABLE
$9,955.52
Kf
NEGOTIATED HOURLY RATE
0
® PROVISIONAL HOURLY RATE
N
E
COST PER UNIT OF WORK
THIS AGREEMENT, made and entered into this 18th day of FEBRUARY 1997
between the Local Agency of THE CITY QF YAK T MA , Washington, hereinafter called the
"AGENCY" , and the above organization hereinafter called the "CONSULTANT'.
WITNESSETH THAT:
WHEREAS, the AGENCY desires to accomplish the above referenced project, and
WHEREAS, the AGENCY does not have sufficient staff to meet the required commitment and therefore deems it
advisable and desirable to engage the assistance of a CONSULTANT to provide the necessary services for the
PROJECT; and
WHEREAS, the CONSULTANT represents that he/she is in compliance with the Washington State Statutes
relating to professional registration, if applicable, and has signified a willingness to furnish Consulting services to
the AGENCY,
NOW THEREFORE, in consideration of the terms, conditions, covenants and performance contained herein, or
attached and incorporated and made a part hereof, the parties hereto agree as follows:
Local Agency Guidelines
September 1995
Page 1 of 34
1
GENERAL DESCRIPTION QF_WORK
• The work under this AGREEMENT shall consist of
the above described work and services as herein
defined and necessary to accomplish the completed
work for this PROJECT. The CONSULTANT shall
furnish all services, labor and related equipment
necessary to conduct and complete the work as
designated elsewhere in this AGREEMENT.
II
SCOPE OF WORK
The Scope of Work and project level of effort for this
project is detailed in Exhibit "B" attached hereto, and
by this reference made a part of this AGREEMENT.
III
GENERAL REQUIREMENTS
All aspects of coordination of the work of this
AGREEMENT, with outside agencies, groups or
individuals shall receive advance approval by the
AGENCY. Necessary contacts and meetings with
agencies, groups or individuals shall be coordinated
through the AGENCY.
The CONSULTANT shall attend coordination,
progress and presentation meetings with the
AGENCY or such Federal, Community, State, City
or County officials, groups or individuals as may be
requested by the AGENCY. The AGENCY will
provide the CONSULTANT sufficient notice prior
to meetings requiring CONSULTANT participation.
The minimum number of hours or days notice -.
required shall be agreed to between the AGENCY
and the CONSULTANT and shown in Exhibit "B"
attached hereto and made part of this AGREEMENT.
The CONSULTANT shall prepare a monthly
progress report, in a form approved by the AGENCY,
that will outline in written and graphical form the
various phases and the order of performance of the
work in sufficient detail so that the progress of the
work can easily be evaluated. Goals for Disadvan-
taged Business Enterprises (DBE) and Women
Owned Business Enterprises (WBE) if required shall
be shown in the heading of this AGREEMENT.
All reports, PSdtE materials, and other data, furnished
to the CONSULTANT by the -AGENCY shall be
returned. All designs, drawings, specifications,
documents, and other work products prepared by the
CONSULTANT prior to completion or termination of
this AGREEMENT are instruments of service for this
PROJECT and are property of the AGENCY. Reuse
by the AGENCY or by others acting through or on
behalf of the AGENCY of any such instruments of
service, not occurring as a part of this PROJECT,
shall be without liability or legal exposure to the .
CONSULTANT.
N
TIME FOR BEGINNING AND
COMPLETION
The CONSULTANT shall not begin any work under
the tuns of this AGREEMENT until authorized in
writing by the AGENCY. All work under this
AGREEMENT shall be completed by the date
shown in the heading of this AGREEMENT under
completion date.
The established completion time shall not be extended
because of any delays attributable to the CONSULT-
ANT, but may be extended by the AGENCY, in the
event of a delay attributable to the AGENCY, or
because of unavoidable delays caused by an act of
GOD or govermnental actions or other conditions
beyond the control of the CONSULTANT. A prior
supplemental agreement issued by the AGENCY is
required to extend the established completion time.
V
PAYMENT
The CONSULTANT shall be paid by the AGENCY
for completed work and services rendered under this
AGREEMENT as provided in Exhibit "C" attached
hereto, and by this reference made part of this
AGREEMENT. Such payment shall be full compen-
sation for work performed or services rendered and
for all labor, materials, supplies, equipment, and
incidentals necessary to complete the work
specified in Section II, "Scope of Work". The
CONSULTANT shall conform with all applicable
portions of 48 CFR 31.
Pegs 2 01 34
Local Agency Guidelines
Q*.hw.w.. 100
•
VI
SUBCONTRACTING
The AGENCY permits subcontracts for those items
of work as shown in Exhibit G to this Agreement.
Compensation for this subconsultant work shall be
based on the cost factors shown on Exhibit G, at-
tached hereto and by this reference made a part of this
AGREEMENT.
The work of the subconsultant shall not exceed its
maximum amount payable unless a prior written
approval has been issued by the AGENCY.
All reimbursable direct labor, overhead, direct non -
salary costs and fixed fee costs for the subconsultant
shall be substantiated in the same manner as outlined
in 'Section V. All subcontracts exceeding $10,000 in
cost shall contain all applicable provisions of this
AGREEMENT.
The CONSULTANT shall not subcontract for the
performance of any work under this AGREEMENT
without prior written permission of the AGENCY. No
permission for subcontracting shall create, between
the AGENCY and subcontractor, any contract or any
other relationship.
VII
EMPLOYMENT
The CONSULTANT warrants that he/she has not
employed or retained any company or person, other
than a bona fide employee working solely for the
CONSULTANT, to solicit or secure this contract, and
that it has not paid or agreed to pay any company or
person, other than a bona fide employee working
solely for the CONSULTANT, any fee, commission,
percentage, brokerage fee, gift, or any other consider-
ation,
onsideration, contingent upon or resulting from the award or
making of this contract. For breach or violation of this
warrant, the AGENCY shall have the right to annul
this AGREEMENT without liability, or in its discre-
tion, to deduct from the AGREEMENT price or
consideration or otherwise recover the full amount of
such fee, commission, percentage, brokerage fee, gift,
or contingent fee.
Any and all employees of the CONSULTANT or
other persons while engaged in the performance of
any work or services required of the CONSULTANT
under this AGREEMENT, shall be considered
Local Agency Guidelines
September 1995
employees of the CONSULTANT only and not of the
AGENCY, and any and all claims that may or might
arise under any Workmen's compensation Act on
behalf of said employees or other persons while so
engaged, and any and all claims made by a third party
as a consequence of any act or omission on the part of
the CONSULTANT's employees or other persons
while so engaged on any of the work or services
provided to be rendered herein, shall be the sole
obligation and responsibility of the CONSULTANT.
The CONSULTANT shall not engage, on a full or
part time basis, or other basis, during the period of the
contract, any professional or technical personnel who
are, or have been, at any time during the period of the
contract, in the employ of the United States Depart-
ment of Transportation, the STATE, or the
AGENCY, except regularly retired employees,
without written consent of the public employer of
such person.
von
NONDISCRIMINATION
The CONSULTANT agrees not to discriminate
against any client, employee or applicant for employ-
ment or for services because of race, creed, color,
national origin, marital status, sex, age or handicap
except for a bona fide occupational qualification with
regard to, but not limited to the following: employ-
ment -upgrading; demotion or transfer, recruitment or
any recruitment advertising,a layoff or terminations,
rates of pay or other forms of compensation, selection
for training, rendition of services. The CONSULT-
ANT understands and agrees that if it violates this
provision, this AGREEMENT may be terminated by
the AGENCY and further that the CONSULTANT
shall be barred from performing any services for the
AGENCY now or in.the future unless a showing is
made satisfactory to the AGENCY that discrimina-
tory
iscriminatory practices have terminated and that recurrence of
such action is unlikely.
During the performance of this AGREEMENT, the
CONSULTANT, for itself, its assignees and
successors in interest agrees as follows:
A. COMPLIANCE WITH REGULATIONS: The
CONSULTANT shall comply with the Regula-
tions relative to nondiscrimination in the same
manner as in Federal -assisted programs of the
Department of Transportation, Title 49, Code of
Page 3of31
Federal Regulations, Part 21, as they may be •
amended from time to time, (hereinafter referred
to as the Regulations), which are herein incorpo-
rated by reference and made a part of this
AGREEMENT. The consultant Shall comply
with the American Disabilities Act of 1992, as
amended.
B. NONDISCRIMINATION: The CONSULTANT,
with regard to the work performed by it during the
AGREEMENT, shall not discriminate on the
grounds of race, creed color, sex, age, marital •
status, national origin or handicap except for a
bona fide occupational qualification in the selec-
tion and retention of subconsultants, including
procurements of materials and leases of equip-
ment. The CONSULTANT shall not participate
either directly or indirectly in the discrimination
prohibited by Section 21.5 of the Regulations,
including employment practices when the contract
covers a program set forth in Appendix II of the
Regulations. •
C. SOLICITATIONS FOR SUBCONSULTANTS,
INCLUDING PROCUREMENTS OF MATERI-
ALS
ATERIALS AND EQUIPMENT: In all solicitations
either by competitive bidding or negotiation made
by the CONSULTANT for work to be performed
under a subcontract including procurements of
materials or leases of equipment, each potential
subconsultant or supplier shall be notified by the
CONSULTANT Of the CONSULTANT's
obligations under this AGREEMENT and the
Regulations relative to nondiscrimination on the
grounds of race; creed, color, sex, age, marital
status, national origin and handicap.
D. INFORMATION AND REPORTS: The .
CONSULTANT shall provide all information
and reports required by the Regulations, or
directives issued pursuant thereto, and shall
permit access to its books, records, accounts,
other sources of information, and its facilities as
may be determined by the AGENCY to be
pertinent to ascertain compliance with such
Regulations or directives. Where any information
required of the CONSULTANT is in the exclu-
sive possession of another who fails or refuses to
furnish this information the CONSULTANT shall
so certify to the AGENCY, or the United States
Department of Transportation as appropriate, and
shall set forth what efforts it has made to obtain
the information.
E. SANCTIONS FOR NONCOMPLIANCE: In the
event of the CONSULTANT's noncompliance
with the nondiscrimination provisions of this
AGREEMENT, the AGENCY shall impose
such sanctions as it or the Federal Highway
Administration may determine to be appropriate,
including, but not limited to:
1. Withholding of payments to the CONSULT-
ANT under the AGREEMENT until the
CONSULTANT complies, and/or
2. Cancellation, termination or suspension of the
. ♦ AGREEMENT, in whole or in part.
F. INCORPORATION OF PROVISIONS: The
CONSULTANT shall include the provisions of
paragraphs (A) through (G) in every subcontract,
including procurements of materials and leases of
equipment, unless exempt by the Regulations or
directives issued pursuant thereto. The CON-
SULTANT shall take such action with respect to
any subconsultant or procurement as the
AGENCY or the Federal highway Administra-
tion may direct as a means of enforcing such
provisions including sanctions for noncompli-
ance; provided, however, that, in the event a
CONSULTANT becomes involved in, or is
threatened with, litigation with a subconsultant or
supplier as a result of such direction, the CON-
SULTANT may request the AGENCY to enter
into such litigation to protect the interests of the
AGENCY, and in addition, the CONSULTANT
may request the United States to enter into such
litigation to protect the interests of the United
States.
G. UNFAIR EMPLOYMENT PRACTICES: The
CONSULTANT shall comply with RCW
49.60.180 and Executive Order number E.O.
77-13 of the Governor of the State of Washington
which prohibits unfair employment practices. .
Page 4 of 34
Local Agency Ottleleiltses
September 1995
C
Ix
TERMINATION OF AGREEMENT
The right is reserved by the AGENCY to terminate
this AGREEMENT at any time upon ten days written
notice to the CONSULTANT.
In the event this AGREEMENT is terminated by the
AGENCY other than for default on the part of the
CONSULTANT, a final payment shall be made to the
CONSULTANT as shown in Exhibit F for the type of
AGREEMENT used
No payment shall be made for any work completed
after ten days following receipt by the CONSULT-
ANT of the Notice to terminate. if the accumulated
payment made to the CONSULTANT prior to Notice
of Termination exceeds the total amount that would
be due computed as set forth herein above, then no
final payment shall be due and the CONSULTANT
shall immediately reimburse the AGENCY for, any
excess paid.
If the services of the CONSULTANT are terminated
by the AGENCY for default on the part of the CON-
SULTANT, the above formula for payment shall not
apply. In such an event, the amount to be paid shall be
determined by the AGENCY with consideration
given to the actual costs incurred by the CONSULT-
ANT in performing the work to the date of
termination, the amount of work originally required
which was satisfactorily completed to date of termina-
tion, whether that work is in a form or a type which is
usable to the AGENCY at the time of termination;
the cost to the AGENCY of employing another, firm
to complete the work required and the time which
maybe required to do so, and other factors which
affect the value to the AGENCY of the work per-
formed at the time of termination. Under no
circumstances shallpayment made under this subsec-
tion exceed the amount which would have been made
using the formula set forth in the previous paragraph.
If it is determined for any reason that the CONSULT-
ANT was not in default or that the CONSULTANT's
failure to perform is without it or it's employee's fault
or negligence, the termination shall be deemed to be a
termination for the convenience of the AGENCY in
accordance with the provision of this AGREEMENT.
In the event of the death of any member,. partner or'
officer of the CONSULTANT or any of 'its supervi
sorry personnel assigned to the project, or, dissolution
of the partnership, termination of the corporation, or
disaffiliation of the principally involved employee,
the surviving members of the CONSULTANT hereby
agree to complete the work under the terms of this
AGREEMENT, if requested to do so by the
AGENCY. The subsection shall not be a bar to
renegotiation of the AGREEMENT between the
surviving members of the'CONSULTANT and the
AGENCY, if the AGENCY so chooses.
In the event of the death of any of the parties listed in
the previous paragraph, should the surviving members
of the CONSULTANT, with the AGENCY's concur-
rence, desire to terminate this AGREEMENT,
payment shall be made as set forth in the second
paraph of this section.
Payment for any part of the work by the AGENCY
shall not constitute a waiver by the AGENCY of any
remedies of any type it may have against the CON-
SULTANT for any breach of this AGREEMENT by
the CONSULTANT, or for failure of the CONSULT-
ANT to perform work required of it by the
AGENCY. Forbearance of any rights under the
AGREEME1iF will not constitute waiver of entitle-
ment to exercise those rights with respect to any
future act or omission by the CONSULTANT.
-X
CHANGES OF WORK
The CONSULTANT shall make_ such changes and
revisions in the complete work of this AGREEMENT
as necessary to correct errors appearing therein, when
required to do so by the AGENCY, without additional
compensation thereof. Should the AGENCY find it
desirable for its own purposes to have previously
satisfactorily completed work or parts thereof
changed or revised, the CONSULTANT shall make
such revisions as directed by the AGENCY. This
work shall be considered as Extra Work and will be
paid for as herein provided under Section XIV.
Local Agency Guidelines
September 1995
Page 5 0134
•
•
XI
DISPUTES
Any dispute concerning questions of fact in connec-
tion with the work not disposed of by AGREEMENT
between the CONSULTANT and the AGENCY shall
be referred for determination to the Director of Public
Works or AGENCY Engineer, whose decision in the
matter shall be final and binding on the parties of this
AGREEMENT, provided however, that if an action is
brought challenging the Director of Public Works or
AGENCY Engineer's decision, that decision shall be
subject to de novo judicial review.
XII
VENUE, APPLICABLE LAW AND
PERSONAL JURISDICTION
In the event that either party deems it necessary to
institute legal action or proceedings to enforce any
right or obligation under this AGREEMENT, the
parties hereto agree that any such action shall be
initiated in the Superior court of the State of Washing-
ton, situated in the county the AGENCY is located in.
The parties hereto agree that all questions shall be
resolved by application of Washington law and that
the parties to such action shall have the right of appeal
from such decisions of the Superior court in accor-
dance with the laws of the State of Washington. The
CONSULTANT hereby consents to the personal
jurisdiction of the Superior court of the State of
Washington, situated in the county in which the
AGENCY is located in.
XIII
LEGAL RELATIONS AND INSURANCE
The CONSULTANT shall comply with all Feral,
State, and local laws and ordinances applicable to the
work to be done under this AGREEMENT. This
AGREEMENT shall be interpreted and construed in
accord with the laws of Washington.
The CONSULTANT shall indemnify and hold the
AGENCY and the STATE, and their officers and
employees harmless from and shall process and
defend at its own expense all claims, demands, or
suits at law or equity arising in whole or in part from
the CONSULTANT's negligence or breach of any of
its obligations under this AGREEMENT; provided
that nothing herein shall require a CONSULTANT to
indemnify the.AGENCY and the,STATEagainstrand
hold haimless the AGENCY and the STATE from
claims, demands or suits based solely upon the
conduct of the AGENCY and the STATE, their
agents, officers and employees and provided further
that if the claims or suits are caused by or result from
the concurrent negligence of (a) the
CONSULTANT's agents or employees and (b) the
AGENCY and the STATE, their agents, officers and
employees, this indemnity provision with respect to
(1) claims or suits based upon such negligence, (2) the
costs to the AGENCY and the STATE of defending
such claims and suits, etc. shall be valid and enforce-
able only to the extent of the CONSULTANT's
negligence or the negligence of the CONSULTANT's
agents or employees.
The.gONSULTANT's relation to the AGENCY shall
be at all times as an independent contractor.
The CONSULTANT specifically assumes potential
liability for actions brought by the CONSULTANT's
own employees against the AGENCY and, solely for
the purpose of this indemnification and.defense, the
CONSULTANT specifically waives any immunity
under the state industrial insurance law, Title 51
RCW. The CONSULTANT recognizes that this
waiver was specifically entered into pursuant to the
provisions of RCW 4.24.115 and was the subject of
mutual negotiation.
Unless otherwise specified in the AGREEMENT, the
AGENCY shall be responsible for administration of •
construction contracts, if any, on the project. Subject
to the processing of an acceptable, supplemental
agreement, the CONSULTANT shall provide on-call
assistance to the AGENCY during contract adminis-
tration. By providing such assistance, the
CONSULTANT shall assume no responsibility for
proper construction techniques, job site safety, or any
construction contractor's failure to perform its work
in accordance with the contract documents.
The CONSULTANT shall obtain and keep in force
during the terms of the AGREEMENT, or as other-
wise required, the following insurance with
companies or through sources approved by the State
Insurance Commissioner pursuant to RCW 48. •
Page 6 of 34
Local Agency Guidelines
September r89S
Insurance Coverage
A. Worker's compensation and employer's liability
insurance as required by the STATE.
B. General commercial liability insurance in an
amount not less than a single limit of one million
and 00/100 Dollars ($1,000,000.00) for bodily
injury, including death and property damage
per occurrence.
Excepting the Worker's Compensation insurance and
any professional liability insurance secured by the
CONSULTANT, the AGENCY will be named on all
certificates of insurance as an additional insured. The
CONSULTANT shall furnish the AGENCY with
verification of insurance and endorsements required
by this AGREEMENT. The AGENCY reserves the
right to require complete, certified copies of all
required insurance policies at any time.
All insurance shall be obtained from an insurance
company authorized to do business in the State of
Washington. The CONSULTANT shall submit a
verification of insurance as outlined above within
14 days of the execution of this AGREEMENT to
the AGENCY.
• No cancellation of the foregoing policies shall be
effective without thirty (30) days prior notice to
the AGENCY.
The CONSULTANT's professional liability to the
AGENCY shall be limited to the amount payable
under this AGREEMENT or one million dollars,
whichever is the greater unless modified by
Exhibit H. In no case shall the CONSULTANT's
professional liability to third parties be limited in
any way.
The AGENCY will pay no progress payments
under Section V until the CONSULTANT has fully
complied with this section. This remedy is not exclu-
sive; and the AGENCY and the STATE may take
such other action as is available to them under other
provisions of this AGREEMENT, or otherwise
in law.
Local Agency Guidelines
September 1995
XIV- __-
EXTRA WO K
A. The AGENCY may at any time, by written order,
make changes within the.general scope of the
AGREEMENT in the services to be performed.
B. If any such change causes an increase or decrease
in the estimated cost of, or the time required for,
performance of any part of the work under this
AGREEMENT, whether or not changed by the
, order, or otherwise affects any other terms and
conditions of the AGREEMENT, the AGENCY
shall make an equitable adjustment in the
(1) maximum amount payable; (2) delivery or
completion schedule, or both; and (3) other
affected terms and shall modify the AGREE-
MENT accordingly. •
0411e CONSULTANT must submit its "request
for equitable adjustment" (hereafter referred to
as claim) under this clause within 30 days from
the date of receipt of the written order. However,
if the AGENCY decides that the facts justify it,
the AGENCY may receive and act upon a claim
submitted before final payment of the
AGREIMENT.
D. Failure to- agree to any adjustment shall be a
dispute under the Disputes clause. However
nothing in this clause shall excuse the CON-
SULTANT from proceeding with the
AGREEMENT as changed.
E. Notwithstanding the terms and condition of
paragraphs (a) and (b) above, the maximum
amount payable for this AGREEMENT, shall
not be increased or considered to be increased
except by specific written supplement to this
AGREEMENT.
XV
ENDORSEMENT OF PLANS
The CONSULTANT shall place his endorsement on
all plans, estimates or any other engineering data
furnished by him.
Page 70191
XVI
FEDERAL AND STATE REVIEW
The Federal Highway Administration and the
Washington State Department of Transportation
shall have the right to participate in the review or
examination of the work in progress.
• XVII
CERTIFICATION OF THE CONSULTANT
AND THE AGENCY
Attached hereto as Exhibit "A -I", are the
Certifications of the Consultant and the Agency,
Exhibit "A-2" Certification regarding debarment,
suspension and other responsibility matters - primary
covered transactions, Exhibit "A-3" Certification
regarding the restrictions of the use of Federal funds
for lobbying, and Exhibit "A-4" Certificate of Current
Cost or Pricing Data. Exhibits "A-3" and "A-4" are
only required in Agreements over $100,000.
XVIII
COMA AGREEMENT
This document and referenced atttcttments contains
Al covenants, stipulations and provisions agreed upon
by the parties. No agent, or representative of either
party has authority to make, and the parties shall not
be bound by or be liable for, any statement, represen-
tation, promise or agreement not set forth herein. No
changes, amendments, or modifications of the terms
hereof shall be valid unless reduced to writing and
signed by the parties as an amendment to this
AGREEMENT.
XIX
EXECUTION AND ACCEPTANCE
This AGREEMENT may be simultaneously executed
in several counterparts, each of which shall be
deeded to be an original having identical legal effect.
The CONSULTANT does hereby ratify and adopt all
state, representations, warranties, covenants.
and agreements contained in the proposal, and the
supporting materials submitted by the CONSULT-
ANT,
ONSULTANT, and does hereby accept the AGREEMENT and
fees to all of the tenns and conditions thereof.
In witness whereof, the parties hereto have executed this AGREEMENT as of the day and year first above
written.
By
(7)7/%1„.._. By
Consultant%7 e %'/NSPO 6raur
'R.:. ZAIS, JR., CITY M 'A
CITY OF YAKIMA
Agent"'
ATT ST:
Principal
KAR OBERTS, CITY CL,,,,Q6k-afitt--4S
CITYCONTRACT NO. 97-a3
RESOLUTION NO. .e_97 -
Page 8
e-99'-
Pag.8 a34
Load Agency fluid l s
September 105
C
EXHIBIT A-1
CERTIFICATION OF (CONSULTANT
Project No.
1r1 / Local Agency C I TY OF YAK I MA
I hereby certify that I am J PJ re A. V V P��h2 r and duly authorized
representative of the firm of T TiANS GROUP_ INC_i� � whose address is
14335 NE 24th Street, Bellevue, Wa and that neither I nor the above firm I here
represent has:
(a) Employed or retained for a commission, percentage, brokerage, contingent fee or other consideration, any
firm or person (other than a bona fide employee working solely for me or the above CONSULTANT) to
solicit or secure this contract.
(b) Agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any
firm or person in connection with carrying out the contract.
(c) Paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely
for me or the above CONSULTANT) any fee, contributidrf, donation or consideration of any kind for, or in
connection with procuring or carrying out the contract; except as here expressly stated (if any):
I further certify that the firm I hereby represent is authorized to do business in the State of Washington and that
the firm is in full compliance with the requirements of the Board of Professional Registration.
I acknowledge that this certificate is to be available to the State Department of Transportation and the Federal
Highway Administration, U.S. Department of Transportation, in connection with this contract involving
participation of Federal aid funds and is subject to applicab State and Federal laws, both criminal and civil.
3- /1 i7 a)tbhf,✓
Date , Signature
CERTIFICATION OF AGENCY OFFICIAL
I hereby certify that I am the AGENCY Official of the Local Agency of YAK T MA Washington
and that the above consulting firm or his representative has not been required, directly or indirectly as an express
or implied condition in connection with obtaining or carrying out this contract to:
(a) Employ or retain, or agree to employ or retain, any fine or person, or
(b) Pay or agree to pay to any firm, person or organization, any fee, contribution, donation or consideration of any
kind, except as here expressly stated (if any).
I acknowledged that this certificate is to be available to the Federal Highway Admin. tration, U.S. Department of
Transportation, in connection with this contract involving partici . . ►; . . f Federal d)highway funds and is
subject to applicable State and Federal laws, both criminal and ci l J
FEBRUARY 18, 1997 fC•�--�- �11--"\
Date Signature
Local Agency Guidelines
September 1995
Page 9 of 34
•
EXHIBIT A-2
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY
MATTERS -PRIMARY COVERED TRANSAC'T'IONS
1. The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals:
(a) Are not presently debarred, suspended, proposed for debarment. declaed ineligible, or voluntarily
excluded from covered transactions by any federal department or agency;
(b) Have not within a three-year period preceding this proposal been evicted of or had a civil judgment
• rendered against them for commission or fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public
transaction; violation of federal or state antitrust statues or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, or receiving stolen property;
(c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity
(federal, state, or local) with commission of any of the offenses enumerated in paragraph 1.b. of this
certification; and ♦
(d) Have not within a three-year period preceding this application/proposal had one or more public
transactions (federal, state, or Local) terminated for cause or default.
2. Where the prospective primary participant is unable to certify to any of the statements in thtt certification,
such prospective participant shall attach an explanation to this proposal.
IP
Consultant (Finn):
1
l 1 -le % %LSPO -T✓L c
3-/x-97
Pap. 10 of 34
Load Afpney Guiaw`..s
s p,wAe.►190S
•
02/18/97 08:33 FAX 206 747 3688
TRANSPO Group ® 003
EXHIBIT B-1
SCOPE OF WORK
Project No.
The CONSULTANT shall manage the contract and invoice the AGENCY in accordance with the
AGREEMENT.
An initial meeting shall be held to familiarize the CONSULTANT with the project and actions
to date and concerns of the AGENCY and its citizens. Current rail crossing standards will be
discussed at the meeting. The AGENCY will turn over to the CONSULTANT all record
drawings of the streets of importance in the vicinity of the 5 rail crossings of the BNSF
Mainline tracks:
1. I Street
2. D Street
3. Lincoln Street
4. B Street
5. Yakima Avenue
The CONSULTANT will perform afield inspection of the grade crossingsand document the
existing field conditionsr-nndiitons noted in the field that do not show on record drawings
will be Located to the accuracy of a measuring wheel, noting setbacks from curb lines or
offsets from apparent strut and track centerlines ainstrumentsurvey is kmplied to be
Specific truck operating requirements in the area of the crossing that
may effect design considerations will be noted.
• The CONSULTANT will then prepare condition diagrams of the rail crossings and the
vicinities around them on base sketches. preferably not to exceed 11 inches by 17 inches in
size, developed from the record drawings and field inventories. Supplementary safety
measures to the existing active rail crossing protection will be designed such that vehicles
approaching or stopped for the gates will be prohibited. to the maximum extent permitted by
design. from. driving around them.
These designs will be illustrated on the base sketches. clearly showing modifications to be
needed. These will be incorporated into a draft report for AGENCY review. The report will
include costAestimate s of the designs prepared in cooperation with the AGENCY. using
experience on recent bids. AGENCY review comments on the report and sketches will be
discussed at a meeting. Agreed upon changes will be incorporated into the report which will
be returned to the AGENCY for circulation of other agency and railroad comments. A second
review meeting will be held with the AGENCY and any other commenters they invite. Review
comments from that meeting will be incorporated, at the AGENCY's direction, into the final
report and sketches.
•
DOCUMENTS TO BE FURNISHED BY THE CONSULTANT
The following products will be furnished to the AGENCY by the CONSULTANT. All
distributions of copies of products will be made by the AGENCY.
1. Five (5) copies of the DRAFT Report and Rail Crossmng Sketches,
2. Ten (10) copies of the PROOF DRAFT Report and Rail Crossing Sketches.
3, Twenty-five five (25) copies of the Final Report and Rail Crossing Sketches. and
4. Notes and records !fled by individual rail crossing used in preparing the above.
kia7+97o161a701eSCP
•
•
EXHIBIT C-2
PAYMENT
(COST PLUS FIXED FEE)
The CONSULTANT shall be paid by the AGENCY for completed work and services rendered under this
AGREEMENT as provided hereinafter. Such payment shall be full compensation for all work performed or
services rendered and for all labor, materials, equipment, and incidentals necessary to complete the work specified
in Section II, "Scope of Work." The CONSULTANT shall conform with the applicable portion of 48 CFR 31.
A. Actual Costs
Payment for all consulting services for this project shall be on the basis of the CONSULTANT's actual cost
plus a fixed fee. The actual cost shall include direct salary cost, overhead, and direct nonsalary cost.
1. Direct Salary Costs
The direct salary cost is the direct salary paid to principals, professional, technical, and clerical personnel
for the time they are productively engaged in work necessary to fulfill the terms of this AGREEMENT.
2. Overhead Costs
Overhead costs are those costs other than direct costs which are included as such on the books of the
CONSULTANT in the normal everyday keeping of its books. Progress payments shall be made at the
rate shown in the heading of this AGREEMENT, under "Overhead Progress Payment Rate." Total
overhead payment shall be based on the method shown in the heading of the AGREEMENT. The three
options are explained as follows:
a. Actual Cost Not To Exceed Maximum Percent: If this method is indicated in the heading of this
AGREEMENT, the AGENCY agrees to. reimburse the CONSULTANT at the actual overhead rate
verified by audit up to the maximum percentage shown in the space provided Final overhead pay-
ment when accumulated with all other actual costs shall not exceed the total maximum amount
payable shown in the heading of this AGREEMENT.
b. Fixed Rate: If this method is indicated in the heading of the AGREEMENT, the AGENCY agrees to
reimburse the CONSULTANT for overhead at the percentage rate shown. This rate shall not change
during the life of the AGREEMENT.
A summary of the CONSULTANT's cost estimate and the overhead computation are attached hereto as
Exhibit D-1 and by this reference made put of this AGREEMENT. When an Actual Cost method, or the
Actual Cost Not To Exceed method is used, the CONSULTANT (prime and all subconsultants) will
submit to the AGENCY within three months after the end of each firm's fiscal year, an overhead schedule
in the format required by the AGENCY (cost category, dollar expenditures, etc.) for the purpose of
adjusting the overhead rate for billing purposes. It shall be used for the computation of progress payments
during the following year and for retroactively adjusting the previous year's overhead cost to reflect the
actual rate.
Failure to supply this information by either the prime consultant or any of the subconsultants shall
cause the agency to withhold payment of the billed overhead costs until such time as the required
information is received and an overhead rate for billing purposes is approved.
The STATE and/or the Federal Government may perform an audit of the CONSULTANT's books and
records at any time during regular business hours to determine the actual overhead rate, if they so desire.
Page 18 of 34 Local Agency Guidelines
September 1995
C
3. Direct Nonsalary Costs
Direct nonsalary costs will be reimbursed at the actual cost to the CONSULTANT. These charges may
include, but are not limited to the following items: travel, printing, long distance telephone, supplies,
computer charges, and fees of subconsultants. Air or train travel will only be reimbursed to economy class
levels unless otherwise approved by the AGENCY. Automobile mileage for travel will be reimbursed at
the current rate approved for AGENCY employees and shall be supported by the date and time of each
trip with origin and destination of such trips. Subsistence and lodging expenses will be reimbursed at the
same rate as for AGENCY employees. The billing for nonsalary cost, directly identifiable with the
Project, shall be an itemized listing of the charges supported by copies of original bills, invoices, expense
accounts, and miscellaneous supporting data retained by the CONSULTANT. Copies of the original
supporting documents shall be provided to the AGENCY upon request. All of the above charges must be
necessary for the services to be provided under this AGREEMENT.
4. Fixed Fee
The fixed fee, which represents the CONSULTANT's profit, is shown in the heading of this
AGREEMENT under Fixed Fee. This amount docs not include any additional fixed fee which could be
authorized from the Management Reserve Fund. This fee is -based on the scope of work defined in•this
AGREEMENT and the estimated man -months require¢ to perform the stated scope of work. In the event
a supplemental agreement is entered into for additional work by the CONSULTANT, the supplemental
agreement may include provisions for the added costs and an appropriate additional fee. The fixed fee will
be prorated and paid monthly in proportion to the percentage of work completed by the CONSULTANT
and reported in the monthly progress reports accompanying the invoices.
Any portion of the fixed fee eamed but not previously paid in the progress payments will be covered in
the final payment, subject to the provisions of Section IX, Termination of Agreement.
5. Management Reserve Fund
The AGENCY may desire to establish a Management Reserve Fund to provide the Agreement
Administrator the flexibility of authorizing additional funds to the AGREEMENT for allowable unfore-
seen costs, or reimbursing the CONSULTANT for additional work beyond that already defined in this
AGREEMENT. Such authorization(s) shall be in writing and shall not exceed the lesser of $50,000 or
10% of the Total Amount Authorized as shown in the heading of this AGREEMENT. The amount
included for the Management Reserve Fund is shown in the heading of this agreement. This fund may be
replenished in a subsequent supplemental agreement. Any changes requiring additional costs in excess of
the "Management Reserve Fund" shall be made in accordance with Section XIV, "Extra Work."
6. Maximum Total Amount Payable
The maximum total amount payable, by the AGENCY to the CONSULTANT under this AGREEMENT,
shall not exceed the amount shown in the heading of this AGREEMENT.
The Maximum Total Amount Payable is comprised of the Total Amount Authorized, which includes the
Fixed Fee and the Management Reserve Fund. The Maximum Total Amount Payable does not include
payment for extra work as stipulated in Section XIV, "Extra Work."
B. Monthly Progress Payments
The CONSULTANT may submit invoices to the AGENCY for reimbursement of actual costs plus the
calculated overhead and fee not more often' than once per month during the progress of the work. Such
invoices shall be in a format approved by the AGENCY and accompanied by the monthly progress reports
required under Section III, General Requirements, of this AGREEMENT. The invoices will.be supported by
an itemized listing for each item including direct salary, direct nonsalary, and allowable overhead costs to
Local Agency Guidelines Page 19 of 34
September 1995
which will be added the prorated Fixed Fee. To provide a means of verifying the invoiced salary costs for_._.
CONSULTANT employees, the AGENCY may conduct employee interviews: These intevievirs may coaisist
of recording the names, titles, and present duties of those employees performing work on the PROJECT at the
• time of the interview.
C. Final Payment
Final payment of any balance due the CONSULTANT of the gross amount earned will be made promptly
upon its verification by the AGENCY after,the completion of the work under this AGREEMENT, contingent
upon receipt of all PS&E, plans, maps, notes, reports, and other related documents which are required to be
furnished under this AGREEMENT. Acceptance of such final payment by the CONSULTANT shall consti-
tute a release of all claims for payment which the CONSULTANT may have against the AGENCY unless
such claims are specifically reserved in writing and transmitted to the AGENCY by the CONSULTANT prior
to its acceptance. Said final payment shall not, however, be a bar to any claims that the AGENCY may have •
against the CONSULTANT or to any remedies the AGENCY may pursue with respect to such claims. The.
payment of any billing will not constitute agreement as to the appropriateness of any item and that at the tirne
of final audit, all required adjustments will be made and reflected in a final payment. In the MIA that such
final audit reveals an overpayment to the CONSULTANT, the CONSULTANT will refund such overpay-
ment to the AGENCY within ninety (90) days of notice of the overpayment. Such refund shall not constitute
a waiver by the CONSULTANT for any claims relating to thevalidity of a finding by the AGENCY of
overpayment.
D. Inspection of Cost Records
The CONSULTANT and the subconsultants shall keep available for inspection by representatives of the
AGENCY and the United States, for a periodof three years atter final payment, the cot records and accounts
pertaining to this AGREEMENT and all items related tour bearing upon these pmcords with the following
• exception: if any litigation, claim, or audit arising out of, in conation with, or related to this contract is
initiated before the expiration of the three-year period, the cost records and accounts shall be retained until
such litigation, claim, or audit involving the rids is completed.
Page 20 of 34 Local Agency Guidelines
September 1995
C
•
02/15/97 05:33 FAb 206 747 3055
1KAr' ru (irOup
CONSULTANT FEE DETERMINATION -
PROJECT Yakima Safsty Study
A. DIRECT SALARY COST (DSC):
Category I1tI
1 Principal
2 Engineer 5
3 Engineer 9
4 Engineer 2
5 Conteler
6 Tech'n/ Drafter
7 Clerical/ Secrelr'1
SUIMEARY SHEET
- 5 Rail Crow*
Subtotal (DSC)
B, OVERHEAD (010 COST:
OH Rate x DSC or
C. FIXED FEE (FF):
FFRate xDSC or
D. SUBCONSULTANTS:
NONE (No Exhibit G) •
E. REIMBURSABLES:
Mileage
Travel Costs
Reproduction
Outside Color Copies
Delivery .& Communication
GRAND TOTAL - ESTIMATED PRICE
1701OBUDX Z
Liam
19 $44.10 $837.90
4 $31.20 $124.80
$22.70
68 $19.30 $1.312.40
2 $29.40 $58.80
18 $17.60 $316.80
$16.20 $194.40
123 $23.13 $2.845.10
1.86 xA
0.30
Quote
gstimate
$465.00
$150.00
$50.00
$200.00
$100.00
(A►+B+CrDtE)
$5.291.89
$853.53
$8.990.52
$965.00
$9,955.82
DATE: •rt// 7 REVISION #
1®004
•
•
02/18/97 08:33 FAX 208 747 3688
TRANSPO Group
EDIT E
BREA WN OF OVERHEAD COSTS
..:, is :b:' ��_� .-'...
I®005
The TRANSPO Group, Inc.
1995 OVERHEAD EXPENSES
EXPENSE ACCOUNT
D RECT LABOR EXPENSE
OVERHEAD EXPENSES
PAYROLL BURDEN
Payroll Taxes
Group Insurance
Paid Leave
Employee Pension & Profit Sharing
SUBTOTAL -Payroll Burden
ADMINISTRATIVE LABOR
Administrative Labor
Bonuses
SUBTO'TAL-Administrative Labor
GENERAL OFFICE EXPENSE
Depreciation
Professional Dues & Licenses
Bus Development & Prof Meetings/Confs
Insurance -Gen Uab, Prof Liab. & Key.
Interest Expense
Cost of Money for 1995
Legal.. Accounting & Advisors
Office Supplies/Repro/EqulP Rental
Communications
Rent. Repalzs & Maintenance
Business Taxes
Profcssional'Draining & Education
Cost Recoverp•Computer/Auto
Miscellaneous & Contributions
SUBTOTAL- General Office
TOTAL - General & Administrative
TOTAL OVERHEAD EXPENSE
FAR Unallowable
Extraordinary Expenses
ALLOWABLE OVERHEAD
dith C. Love
ruroller
2/20/96
1995
Overhead
% Of
Direct
Labor
Est. FAR
Unallowed
Expense
$578.404 100.E
$97.388
$42.728
$127.703
$66,839
$334.658
16.8%
7.494
22.196
11.696
57.9%
$335.457 58.0%
$41,500 7.2% $40.000
$376,957 65.296
$51.058
$8.787
$28.104
$229.316
$19.824
$7.566
$18.339.
$39.510
$22.732
$157.541
$50.572
$17.109
($2,211)
$10.765
8.896
L5%
4.9% $1.720
5.196 $5.602
3.496 $19.824
1.3%
3.294
6.896 5900
3.994
27.296
8.796
3.096
-0.496
1.996 $10.765
$459,012 79.396
$835,969 144.596
$1,170,627 202.496 678.811
$78.811 13.696
$16.000 2.896
$1,075,816 186.090 •
Checked by.
Jyiiry A/Webber
r sldent
EXHIBIT F
PAYMENT UPON TERMINATION OF AGREEMENT
BY THE AGENCY OTHER THAN FOR FAULT OF THE CONSULTANT
(Refer to Agreement, Section IX)
Lump Sum Contracts
A final payment shall be made to the CONSULTANT which when added to any payments previously made shall
total the same percentage of the Lump Sum Amount as the work completed at the time of termination is to the
total work required for the PROJECT. In addition, the CONSULTANT shall be paid for any authorized extra
work completed.
Cost Plus Fixed Fee Contracts
A final payment shall be made to the CONSULTANT which when added to any payments previously made, shall
total the actual costs plus the same percentage of the fixed fee as the work completed at the time of termination is
to the total work required for the Project In addition, the COb 1SULTANT shall be paid for any authorized extra
work completed.
Specific Rates of Pay Contracts
A final payment shall be made to the CONSULTANT for actual hours charged at the time of termination of this
AGREEMENT plus any direct nonsalaiy costs incurred at the time of termination of this AGREEMENT.
Cost Per Unit of Work Contracts
A final payment shall be made to the CONSULTANT for actual units of work completed at the time of
termination of this AGREEMENT.
Local Agency Guidelines
September 1995
Page 29 o/ 34
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. o2 ° A
For Meeting Of February 18,1997
ITEM TITLE: Railroad Crossing Supplementary Safety Measures
SUBM111 ED BY: Department of Community and Economic Development
Engineering Division
CONTACT PERSON/TELEPHONE: Fred French, City Engineer / 575-6096
SUMMARY EXPLANATION:
The Federal Railroad Administration and the Burlington Northern Santa Fe Railroad have indicated that in
order to allow the trains through town without sounding whistles or horns for the street crossings,
"Supplementary Safety Measures" must be in place at each crossing. The TRANSPO Group has been selected
from the consultant roster on file. The TRANSPO Group was selected because of their availability and expertise
to develop these measures for 5 crossings: I Street; D Street; Lincoln Avenue; B Street; and Yakima Avenue.
The consultant will prepare a joint submittal for a "Pilot Project" to the Federal Railroad Administration from
the city and the Burlington Northern Santa Fe Railroad.
The attached consultant agreement with The TRANSPO Group will provide the studies and plans for the
measures to be submitted to the Federal Railroad Administration.
Resolution X Ordinance _Contract Other (Specify) Memo and Consultant Agreement
Funding Source
APPROVED FOR SUBMITTAL:
City Manager
STAFF RECOMMENDATION: Adopt the attached resolution approving the Consultant
Agreement
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION:
Resolution ar7npted_ Resolution Nn_ R_97-32
February 18, 1997