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HomeMy WebLinkAbout1996-02-13; City Council; 13520; APPROVAL OF CONSULTANT AGREEMENT CONTRACT WITH TRANSTECH ENGINEERS, INC. FOR PHASE 1 OF THE COASTAL RAIL TRAIL- cy & a s@ z k 0 a 0 6 z 3 0 0 OF CARLSBAD - AGEHA BILL /'' ,sz:?,/t i * CW DEPT. I CITY A T CITY M APPROVAL OF AB # j 'a; 5tLfi TITLE: MTG. 211 3/96 CONSULTANT AGREEMENT CONTRACT WITH TRANSTECH ENGINEERS, INC. FOR PHASE 1 OF THE COASTAL RAIL TRAIL DEPT. FNG REGOMMENDED AGTION; c Adopt Resolution No. IL? -Lz authorizing the Mayor to execute a consultant agree contract with Transtech Engineers, Inc. for the development of the Feasibility Stud Preliminary Design Phase of the Coastal Rail Trail project. ITEM EXPLANATION: The Coastal Rail Trail Project is designated as a Class I bicycle facility which is pro1 to be constructed in the existing railway corridor between the Oceanside Transit S and the Santa Fe Depot in downtown San Diego: a distance of 42 miles. The C Carlsbad has been designated as the "lead agency" through the San Diego Associal Governments (SANDAG) Regional Transportation Improvement Program (RTI P). The Coastal Rail Trail is envisioned as a multi-modal transportation facility which \ serve a wide array of bicycling enthusiasts and various forms of pedestrian (i.e., rollerblading, jogging, etc.). This facility will serve as the main "backbone" SI along the coastal corridor which will ultimately tie into local citywide bicycle anc networks. The route will also serve as a main junction with the Coaster system connecting route with all the existing and proposed transit stations. In 1989, the SANDAG Bicycle Facilities Coordinating Committee (BFCC) commissiol report with Morrison-Knudsen Engineers to identify the potential and physical consti of a linear bicycle path along the AT&SF Railway's right-of-way. This study also prey a schematic of the corridor identifying design and right-of-way problems. The : concluded that it was technically feasible to construct a bike path along the rai right-of-way for nearly its full length. The only exception is a 1-1/2 mile segment ne2 Del Mar Racetrack. In addition, the report also stated that safety of both cyclists railroad operations is of concern and consideration may be given to constructing a f or other barrier between the bike path and the tracks, especially where the distan small. The next phase of the Coastal Rail Trail project is to contract with a team of consuli that will evaluate the compatibility of a multimodal bicycle facility within an existing higt commuter train corridor. The feasibility phase includes a report describing the imr realized as a result of the construction of a project of this nature and the preparatic preliminary design plans of the recommended alignment. This study is envisioned to evaluate such issues as: b Alternative alignments t Physical and environmental constraints t Safety and liability concerns t t Estimated construction costs Permitting requirements from the affected regulatory agencies t Preliminary design plans and specifications L e 0 c Page 2 of Agenda Bill No. I 3j 5 ikc A Coastal Rail Trail Committee, consisting of representatives from the coastal commu in this corridor, was formed as a subcommittee of the BFCC. This Committec coordinated their efforts to prepare a specific Scope of Work which is part of the cons agreement. A Request for Proposal was sent to approximately 65 applicants whic Committee evaluated based on qualification and developed a "short list" of four qui firms. Oral interviews were recently completed and the firm of Transtech Engineer! chosen to complete the next phase of this project. This phase is estimated to $51 8,885. A similar project is currently underway in the North County Transit District (NCTD) rai right of way between the Cities of Oceanside and Escondido. This route is also propc a connection to the California University at San Marcos campus. The City of San M; is the "lead agency" and is presently under a joint design project with NCT development the commuter train system and compatible bicycle route. Currently, th( no firm construction schedule for either project. FISCAL IMPACT: The work tasks performed under this consultant agreement will be funded thr previously approved federal and state sources. In the first cycle of the ISTEA progran BFCC requested funding through the Congestion Mitigationwir Quality (CMAQ) ele in the amount of $768,000. The State of California has also contributed $192,0 matching funds from the Transportation System Management (TSM) program. 7 funding sources are secured through a Supplemental Agreement approved by CALTh and the City of Carlsbad last year. In addition, both funding sources allow for the charging of staff time to administe consultant contract. Therefore, there will be no expenditure of General Fund monic support this program. EXH I BITS : 1. Resolution No. "iei & 2- authorizing the Mayor to execute a consultant agree contract with Transtech Engineers, Inc. for the development of the Feasibility Stud) Preliminary Design Phase of the Coastal Rail Trail project. Consultant agreement with Transtech Engineers, Inc. 2. & t I L 1 2 3 4 5 6 7 8 9 10 1 1 l2 13 l4 15 16 17 18 19 20 21 22 23 24 25 26 27 28 0 0 Exhibit 1 RESOLUTION NO. 9 6 - 62 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD CALIFORNIA, AUTHORIZING THE MAYOR TO EXECUTE A CONSULTAN1 AGREEMENT CONTRACT WITH TRANSTECH ENGINEERS, INC. FOR THE DEVELOPMENT OF THE FEASIBILITY STUDY AND PRELIMINARY DESIGN PLAP PHASE OF THE COASTAL RAIL TRAIL PROJECT. WHEREAS, the Coastal Rail Trail project is a 42 mile multi-modal bicycle and pe facility envisioned to be constructed in the existing railroad right-of-way between the Oc Transit Center and the San Diego Santa Fe Depot; and WHEREAS, The City of Carlsbad has been designated as the lead agency development of the Feasibility Study and Preliminary Design Plan Phase as identific Seven Year (1 994-2001) Regional Transportation Improvement Plan (RTIP) approve1 Board of Directors of the San Diego Association of Governments (SANDAG); and WHEREAS, as lead agency, the City of Carlsbad is obligated to administer the cc contract on behalf of the coastal jurisdictions in the railway corridor between the 0 Transit Center and the San Diego Santa Fe Depot; and. WHEREAS, funding has been secured through the lntermodal Surface Trans Efficiency Act (ISTEA) program through the Congestion Mitigation/Air Qualrty (CMAQ) with additional funding contributed from the Transportation System Managemel program; and WHEREAS, it is in the best interest of the City to authorize the Mayor to t consultant agreement contract with Transtech Engineers, Inc. NOW, THEREFORE, BE IS RESOLVED by the City Council of the City of California as follows: 1, That the above recitations are true and correct. 2. That the City of Carlsbad is acting as lead agency in the administrati consultant agreement contract for the Coastal Rail Trail project as identified in the S (1 994-2001) Regional Transportation Improvement Program. It L P c I 2 3 4 5 6 7 8 9 10 11 l2 13 14 15 16 17 ia 19 20 21 22 23 24 25 26 27 28 0 0 3. That the consultant fee of $518,885 will be charged to Project Nos. 380-81 46-3455 and 392-821 7-3455. 4. That the consultant agreement with Transtech Engineers, Inc. is hereby apprc the Mayor and City Clerk are hereby authorized and directed to execute said agi Following the Mayor’s signature, the CQ Clerk is further authorized and directed to fon (2) executed copies of said agreement and this resolution to Transtech Engineers, Inc., E Mr. David Aim, Transportation Engineering Manager, 424 Summit Street, Suite 120, Oc California, 92054. PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad Cit held on the 13th day of February , 1996 by the following vote, to wii AYES: NOES: None ABSENT None Council Members Lewis, Nygaard, Kulchin, Finnila and Hall (SEAL) 0. 0 January24, 1996 TO: ASSISTANT CITY CLERK FROM: Management Analyst, Engineering VIA: Acting City Engineer Q& CONSULTANT AGREEMENT WITH TRANSTECH ENGINEERS, INC. Four sets of our proposed agreement with Transtech Engineers, Inc. are enclosed. An agenda bill, tentatively scheduled for the February 6, 1996 City Council meeting is in process. After approval by the City Council, the enclosed documents will be ready for signature by the City Clerk, City Attorney, and City Manager. Upon execution, please keep one copy of the agreement and return three to me. The consultant has requested two copies and we will keep one on file. Thank you for your assistance. *L&-pCkG& MINDY JACOBS Management Analyst Enclosures cc Senior Management Analyst, Engineering Associate Engineer Jantz \ e 0 Exhibit 2 (Pages 5 - 27 3 c AGREEMENT FOR ENGINEERING, ENVIRONMENTAL AND PLANNING SERVICES FOR PREPARATION OF A FEASIBILITY STUDY AND PRELIMINARY DESIGN PLANS FOR THE COASTAL RAIL TRAIL PROJECT THIS AGREEMENT, made and entered into as of the day of I 19- by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to a! "City", and TRANSTECH ENGINEERS, INC,, hereinafter referred to as "Contractor." RECITALS City requires the services of TRANSTECH ENGINEERS, INC., to provide the necessar Engineering, Environmental and Planning services for preparation of a Feasibility Study anc preliminary design plans for the Coastal Rail Trail Project; and Contractor possesses thi necessary skills and qualifications to provide the services required by the City; NOW, THEREFORE, in consideration of these recitals and the mutual covenants containec herein, City and Contractor agree as follows: I. CONTRACTOR'S OBLIGATIONS Prepare and submit a wriien preliminary design report investigating the feasibility c constructing a Class 1 Bikeway from San Diego to Oceanside. The bikeway is envisioned to li within the existing San Diego Northern Railway railroad right-of-way that extends from the Sant Fe Train Depot in downtown San Diego to the Oceanside Transit Center, a distance c approximately 42 miles. The bikeway would be intended primarily for commuter bicycle trips bi is also expected to be utilized by recreational bicyclists, pedestrians and other types c non-vehicular travel. Minimum design criteria are to be based on Chapter 1000 of Cattran Highway Design Manual. rev.1011 WE - 0 .- SCOPE OF WORK The scope of work for the Design Feasibility Study includes the tasks set forth below: A. Conduct an inventory of existing and proposed uses for the existing ra right-of-way by contacting the following : 1. 2. 3. San Diego Northern Railway (SDNR). Metropolitan Transit Development Board (MTDB). The Cities of San Diego, Del Mar, Solana Beach, Encinitas, Carlsbad anc Oceanside. Other agencies as may be necessary (Le., AMTRAK, Cattrans, Santa F Railway, State Parks 8t Recreation Department, etc.) 4. B. Conduct a field review of the rail right-of-way and possible alternative bikewa routes to include: 1. Identification of physical constraints/opportunities. 2. Identification of environmental constraints. 3. Surface street constraints/opportunities to be used in conjunction with th bikeway. C. Prepare a report to include, but not limited to: 1. Development of alternative alignments. 2. 3. 4. 5. Design standards. 6. Design constraints. 7. Engineering analysis of recommended alignment for the bikeway. Engineering analysis of atternative bikeway routes. Develop and identrfy construction phasing options. Consideration of lateral crossings to interface with local pedestrian an bicycle trails. rev. 1011 6/! 2 - 0 0 ,- 8. Environmental assessment of recommended bikeway alignment anc alternative (not an EIR). Potential mitigation provisions for environmental constraints. Relationship of bikeway to rail and passenger stations. 9. 10. 1 1, 12. Landscaping and irrigation concept. 13. Maintenance and operation issues. 14. Safety and security considerations, Right-of-way leasing or joint use agreements including, but not limited to a. costs b. Process c. Conflicts with existing leases d. Liability considerations e. Feasi bi lrty Acquisition of easements or property. Investigate and identify multi-agency liability issues along the entire tra corridor and present possible solutions. Cost estimate for recommended bikeway alignment and alternatives. a. By phases b. Summary Identity and document the following: a. 15. 16. 17. 18. All agencies to be consulted and all permits needed prior t construction. Consult with regulatory agencies to determine potential perm conditions and requirements. c. Caltrans requirement for processing construction plan: specifications and estimates. Potential funding sources and process steps to obtain the fundins Pending legislation and/or policies that may impact the propose project. Develop recommendations related to liability issues, enforcement, insurancc maintenance, etc., for pedestrian/rail crossings based on judicial proceedings an relative State and Federal laws, b. d. e. 19. rev.l0/16/1 3 0 m - B. Prepare a set of plans on "D" sized sheets (24" x 36") showing the recommendec bikeway route and atternatives. The plans should include, but not be limited to 1. Plan view of proposed bikeway alignment and alternative alignment: shown on ortho photo mylars at a scale not less than 1 "=200'. Profiles ar( to be included where necessary or appropriate for clarii. Photo shall bc within the last one (1) year. Existing railroad right-of-way, existing lease conflicts and any proposec easements or acquisitions. Typical design cross-sections for the different terrain areas expected to bc encountered. Affected private property boundaries, with assessor parcel numbers an( ownership information. Details of street crossings, rail crossings and pedestrian crossings. 2. 3. 4. 5. 6. Utility locations affected. 7. Existing easements affected. 8. Preliminary details of design features to include: a. Bridges. b. Required storm drain facilities. c. d. Extent of grading requirements, including any retaining structure! New utilities proposed to be constructed in conjunction with th bikeway. e. Relocations of existing utilities. f. Proposed phases for construction. g, Recommended signage. h. Proposed barriers. 1. Landscaping and irrigation concept. i. k. Lighting, as necessary. Bicycle trail interface with rail and passenger stations. rev.1 0/16/! 4 0 m ... E. The consultant should anticipate, but not be limited to, the following meetings. 1. 2. Kick-off meeting. 3. Meetings with Coastal Railflrail Committee. Issue resolution meetings (except two each) with each affected City, SDNF and MTDB. 4. 5. Draft plan review meetings. 6. 7. At least one (1) public community outreach meeting in each affected City. Meeting with Bicycle Facilities Coordinating Committee. At least one (1) meeting each with Planning Commission and City Council of eact affected City. F. Prepare the following draft and final reports: 1, Draft Report - Provide twenty-five (25) copies of a complete draft report includin! report text, graphics and plan sheets. Final Report - Provide the following: a. 2. 100 bound copies of the Final Report including text, graphics and reducec plans. 15 stapled full-size sets of prints of the plans. Seven (7) sets of full-size mylar reproducible plans. One (1) set of full-size negatives of all aerial photography utilized durin! preparation of the report. One (1) set of photos taken and one (1) set of negatives. b. c. d. e. 2. CITY OBLlGATlONS The City shall provide the following: 1. One (I) copy of the Bicycle Master Plan for each of the cities that have adopte same. One (1) copy of the Circulation Element of the General Plan from each city. 2. rev.lO/lWS 5 e m 3. One (1) copy of the 1989 San Diego to Oceanside Commuter Rail Study - Coasta Corridor Bicycle Path Analysis. A list of contacts of each crty within the railway corridor including telephonc numbers. 4. 3. PROGRESS AND COMPLETION The work under this contract will begin within ten (10) days after receipt of notification tc proceed by the City and be completed within two hundred seventy (270) days of that date Extensions of time may be granted if requested by the Contractor and agreed to in writing by thl Project Manager. The Project Manager will give allowance for documented and substantiatec unforeseeable and unavoidable delays not caused by a lack of foresight on the part of th Contractor, or delays caused by City inaction or other agencies' lack of timely action. 4. FEES TO BE PAID TO CONTRACTOR The total fee payable for the services to be performed shall be $518,885. No othc compensation for services will be allowed except those items covered by supplement: agreements per Paragraph 8, "Changes in Work." The City reserves the right to withhold ate percent (10%) retention until the project has been accepted by the City. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A 5. DURATION OF CONTRACT This agreement shall extend for a period of one (1) year from date thereof. The contra( may be extended by the City Manager for one (1) additional one (1) year periods or parts thereo based upon a review of satisfactory performance and the City's needs. The parties shall prepar extensions in writing indicating effective date and length of the extended contract. 6. PAYMENT OF FEES On the 1st working day of each month, Contractor shall submit his/her invoice for WOI performed during the prior month. Payment of approved items on the invoice shall be maile to the Contractor prior to the 30th day of the month the invoice was submitted. The contract rev. 1 0/16/! 6 0 0 ,- a lump sum contract. Billings will be based on a percentage of completion as agreed on by the Contractor and the City. A ten percent (10%) retention shall be retained from each progress payment until final acceptance sf the project by the City of Carlsbad. 7. FINAL SUBMISSIONS Within five (5) days of completion and approval of the Feasibility Study report the Contractor shall deliver to the City the following items: A. B. C. D. 100 bound copies of the Final Report including text, graphics and reduced plans 15 stapled full-size sets of prints of the plans. Seven (7) sets of full-size mylar reproducible plans. One (1) set of full size negatives of all aerial photography utilized durin! preparation of the report. One (1) set of photos taken and one (1) set of negatives. E. 8. CHANGES IN WORK If, in the course of the contract, changes seem merited by the Contractor or the City, an( informal consultations with the other party indicate that a change in the conditions of the contrac is warranted, the Contractor or the City may request a change in contract. Such changes sha be processed by the City in the following manner: A letter outlining the required changes sha be forwarded to the Crty by Contractor to inform them of the proposed changes along with statement of estimated changes in charges or time schedule. A Standard Amendment ts Agreement shall be prepared by the CW and approved by the City according to the procedure described in Carlsbad Municipal Code Section 3.28.172. Such Amendment to Agreement shz not render ineffective or invalidate unaffected portions of the agreement. 9. COVENANTS AGAINST CONTINGENT FEES The Contractor warrants that their firm has not employed or retained any company t person, other than a bona fide employee working for the Contractor, to solicit or secure th agreement, and that Contractor has not paid or agreed to pay any company or person, othc rev.l0/16/! 7 0 0 % than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resutting from, the award or making of this agreement. For breach or violation of this warranty, the City shall have the right to annul this agreement without liability, or, in its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fees, gift, or contingent fee. IO. NONDISCRIMINATION CLAUSE The Contractor shall comply with the state and federal laws regarding nondiscrimination 11. TERMINATION OF CONTRACT In the event of the Contractor's failure to prosecute, deliver, or perform the work a! provided for in this contract, the City may terminate this contract for nonperformance by notifyins the Contractor by certified mail of the termination of the contractor. The Contractor, thereupon has five (5) working days to deliver said documents owned by the City and all work in progres! to the Project Manager. The Project Manager shall make a determination of fact based upon th documents delivered to City of the percentage of work which the Contractor has performed whic is usable and of worth to the Crty in having the contract completed. Based upon that finding a reported to the City Manager, the Manager shall determine the final payment of the contract. This agreement may be terminated by either party upon tendering thirty (30) days wrkte notice to the other party. In the event of such suspension or termination, upon request of th City, the Contractor shall assemble the work product and put same in order for proper filing an closing and deliver said product to City. In the event of termination, the Contractor shall be pa' for work performed to the termination date; however, the total shall not exceed the lump sum fc payable under paragraph 4. The City shall make the final determination as to the portions ' tasks completed and the compensation to be made. rev.l0/16/ 8 0 0 12. DISPUTES If a dispute should arise regarding the performance of work under this agreement, thG following procedure shall be used to resolve any question of fact or interpretation not otherwise settled by agreement between parties. Such questions, if they become identified as a part a a dispute among persons operating under the provisions of this contract, shall be reduced tc writing by the principal of the Contractor or the City Project Manager. A copy of suct documented dispute shall be forwarded to both parties involved along with recommendec methods of resolution which would be of benefit to both parties. The City Project Manager o principal receiving the letter shall reply to the letter along with a recommended method o resolution within ten (10) days, If the resolution thus obtained is unsatisfactory to the aggrievec party, a letter outlining the dispute shall be fonvarded to the City Council for their resolutior through the Office of the City Manager. The City Council may then opt to consider the directec solution to the problem. In such cases, the action of the City Council shall be binding upon thc parties involved, although nothing in this procedure shall prohibit the parties seeking remedie: available to them at law. 13. CLAIMS AND LAWSUIT3 The Contractor shall agree that any contract claim submitted to the City must be assertec as part of the contract process as set forth in this agreement and not in anticipation of litigatioi or in conjunction with litigation. The Contractor acknowledges that if a false claim is submittec to the City, it may be considered fraud and the Contractor may be subject to crimine prosecution. The Contractor acknowledges that California Government Code sections 12650 g seq,, the False Claims Act, provides for civil penalties where a person knowingly submits a falsc claim to a public entrty. These provisions include false claims made with deliberate ignorance c the false information or in reckless disregard of the truth or falsrty of information. If the C'ity c Carlsbad seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover it rev.l0/16/9 9 @ 0 litigation costs, including attorney’s fees. The Contractor shall acknowledge that the filing of c false claim may subject the Contractor to an administrative debarment proceeding wherein thc Contractor may be prevented to act as a Contractor on any public work or improvement for E period of up to five years. &(Initial) The provisions of Carlsbad Municipal Code sections 3.32.025, 3.32.026, 3.32.027 anc 3.32.028 pertaining to false claims are incorporated herein by reference. mnitial) 14. STATUS OF ME CONTRACTOR The Contractor shall perform the services provided for herein in Contractor’s own way a: an independent contractor and in pursuit of Contractor’s independent calling, and not as a employee of the City. Contractor shall be under control of the City only as to the resutt to b accomplished, but shall consutt with the City as provided for in the request for proposal. Th persons used by the Contractor to provide services under this agreement shall not be considere employees of the City for any purposes whatsoever. The Contractor is an independent contractor of the Crty. The payment made to th Contractor pursuant to the contract shall be the full and complete compensation to which th Contractor is entitled. The City shall not make any federal or state tax withholdings on behalf t the Contractor or his/her employees or subcontractors. The City shall not be required to pay an workers’ compensation insurance or unemployment contributions on behalf of the Contractor c his/her employees or subcontractors. The Contractor agrees to indemnify the City within 30 da! for any tax, retirement contribution, social security, overtime payment, unemployment payme or workers’ compensation payment which the City may be required to make on behalf of tt Contractor or any employee or subcontractor of the Contractor for work done under th agreement or such indemnification amount may be deducted by the City from any balance owir to the Contractor. rev.lO/ls/ 10 0 0 The Contractor shall be aware of the requirements of the Immigration Reform and Contrc Act of 1986 and shall comply with those requirements, including, but not limited to, verrtying thc eligibility for employment of all agents, employees, subcontractors and Consultants that arl included in this agreement. 15. CONFORMITY TO LEGAL REQUIREMENTS The Contractor shall cause all drawings and specifications to conform to all applicabl requirements of law: federal, state and local. Contractor shall provide all necessary supportin documents, to be filed with any agencies whose approval is necessary. The City will provide copies of the approved plans to any other agencies. The Contractor agrees to comply with Federal procedures in accordance with 49 CFf part 18, and cooperative agreements to State and local governments and contract cost principle and procedures 48 CFR, Federal acquisition regulations system, Chapter 1, Part 31,000 et seq which is used to determine eligibility of individual items of cost. The Contractor and Subcontractors shall maintain all books, documents, paper accounting records, and other evidence pertaining to the performance of the contract, includir but not limited to the performance of the contract, including but not limited to the costs ( administrating the contract. All parties shall make such materials available at their respecti\ offices at reasonable times during the contract period for three years from the date of the fin payment under the contract. Federal and State auditors, or any duly authorized representativ shall have access to any books, records, and documents of the Contractor or Subcontractor th are pertinent to the contract for audits, examinations, excerpts, and transactions. Copies there shall be furnished if requested. 16. OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports, and specifications as herein required a the property of the City, whether the work for which they are made be executed or not. In tl rev.l0/16/ 11 e 0 event this contract is terminated, all documents, plans, specifications, drawings, reports, anc studies shall be delivered forthwith to the City. Contractor shall have the right to make one (1 copy of the plans for his/her records. 17. REPRODUCTION RIGHTS The Contractor agrees that all copyrights which arise from creation of the work pursuan to this contract shall be vested in City and hereby agrees to relinquish all claims to sucl copyrights in favor of Clty. 18. HOLD HARMLESS AGREEMENT The City, its elected and appointed officers and employees shall not be liable for an claims, liabilities, penalties, fines, or any damage to goods, properties, or effects of any persoi whatever; nor for personal injuries or death caused by, or resulting from, or any intentional o negligent acts, errors or omissions of Contractor or Contractor’s agents, employees, c representatives. Furthermore, Contractor agrees to defend, indemnrfy, protect, and hold free and harmles the City and its elected and appointed officers and employees against any claims for damage: liabilities, penalties or fines, costs or expenses, including liabilities or claims by reason of allege( defects in any plans and specifications arising out of the conduct of the Contractor or any ager or employee, subcontractors, or others in connection with the execution of the work covered b this agreement, except only for those claims arising from the sole negligence or sole willfi conduct of the City, or its elected and appointed officers and employees. Furthermore, Contractor agrees to defend, indemnify, protect, and hold free and harmles the City and its elected and appointed officers and employees against any claims for damage: liabilities, penalties or fines, costs or expenses, including liabilities or claims by reason of allege defects in any plans and specifications arising out of or connected with the negligent conduc rev.l0/16/1 12 e m + of the Contractor or any agent or employee, subcontractors, or others in connection with the execution of the work covered by this agreement. Contractor‘s indemnification shall include any and all costs, expenses, attorneys fees and liability incurred by the City, its officers, agents, or employees in defending against such claims whether the same proceed to judgment or not. Contractor shall at its own expense, upon written request by the City, defend any suct suit or action brought against the City, its officers, agents or employees. Contractor’< indemnification of City shall not be limited by any prior or subsequent declaration by thc Contractor, 19. ASSIGNMENT OF CONTRACT The Contractor shall not assign this contract or any part thereof or any monies dui thereunder without the prior written consent of the City. 20. SUBCONTRACTING If the Contractor shall subcontract any of the work to be performed under this contrac by the Contractor, Contractor shall be fully responsible to the City for the acts and omissions c Contractor’s subcontractor and of the persons either directly or indirectly employed by thl subcontractor, as Contractor is for the acts and omissions of persons directly employed b Contractor. Nothing contained in this contract shall create any contractual relationship betwee any subcontractor of Contractor and the Crty. The Contractor shall bind every subcontractor an every subcontractor of a subcontractor by the terms of this contract applicable to Contractor work unless specifically noted to the contrary in the subcontract in question approved in wriitin by the City. Any subcontract in excess of $25,000 as a result of this contract shall contain all of tt- provisions stipulated in this contract. rev. 1 0/16/1 13 c 0 0 21. PROHIBITED INTEREST No official of the Crty who is authorized in such capacity on behalf of the City to negotiate make, accept, or approve, or take part in negotiating, making, accepting, or approving of thi agreement, shall become directly or indirectly interested personally in this contract or in any pal thereof. No officer or employee of the City who is authorized in such capacity and on behalf c the City to exercise any executive, supervisory, or similar functions in connection with th performance of this contract shall become directly or indirectly interested personally in thi contract or any part thereof. 22. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the Cit! either before, during or after the execution of this contract, shall affect or mod*@ any of the terrr or obligations herein contained nor entitle the Contractor to any additional payment whatsoevc under the terms of this contract. 23. SUCCESSORS OR ASSIGNS Subject to the provisions of Paragraph 18, "Hold Harmless Agreement,' all term: conditions, and provisions hereof shall inure to and shall bind each of the parties hereto, ar each of their respective heirs, executors, administrators, successors, and assigns. 24. EFFECTIVE DATE This agreement shall be effective on and from the day and year first written above. 25. CONFLICT OF INTEREST The Contractor shall file a conflict of interest statement with the City Clerk in accordanc with the requirements of the City's conflict of interest code incorporating Fair Political Practicc Commission Regulation 18700 as it defines "consultant," The disclosure category shall t: categories 1, 2, 3 & 4. rev. 1 011 61 14 L 0 0 I.. - 26. INSURANCE ?he Contractor shall obtain and maintain for the duration of the contract and any and al amendments insurance against claims for injuries to persons or damage to property which ma! arise out of or in connection with performance of the work hereunder by the contractor, hi! agents, representatives, employees or subcontractors. Said insurance shall be obtained fron an insurance carrier admitted and authorized to do business in the State of California. Th( insurance carrier is required to have a current Best’s Key Rating of not less than ‘A-:v” and sha meet the City’s policy for insurance as stated in Resolution No. 91-403. A. Coveraaes and Limits. Contractor shall maintain the types of coverages and minimum limits indicate herein, unless a lower amount is approved by the City Attorney or City Manager: 1. Comprehensive General Liability Insurance. $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If the submitte policies contain aggregate limits, general aggregate limits shall apply separately to the wor under this contract or the general aggregate shall be twice the required per occurrence limit. Automobile Liability (i the use of an automobile is involved for contractor’ work for the City). $1,000,000 combined single-limit per accident for bodily injury and properi damage. 2. 3. Workers’ Compensation and Employer’s Liabilrty. Workers’ Compensatia limits as required by the Labor Code of the State of California and Employer’s Liability limits t $1,000,000 per accident for bodily injury. 4. Professional Liability. Errors and omissions liabillty appropriate to tf contractor’s profession, with a discovery period of not less than 12 months after completion ( work or termination of contract. $1,000,000 per occurrence. rev.1 011 61 15 L s 0 0 r- - 8. Additional Provisions. Contractor shall ensure that the policies of insurance required under thi: agreement contain, or are endorsed to contain, the following provisions. 1. The City shall be named as an additional insured on all policies excludin! Workers’ Compensation. 2. The contractor shall furnish certificates of insurance to the City befort commencement of work. 3. The contractor shall obtain occurrence coverage, excluding Professiona Liability which shall be written as claims-made coverage. 4. This insurance shall be in force during the life of the agreement and an! extension thereof and shall not be canceled without 30 days prior written notice to the Clty sen by certified mail. 5. If the contractor fails to maintain any of the insurance coverages require( herein, then the City will have the option to declare the contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order that the required coverages may be maintained. The contractor is responsible for any payments mads by the City to obtain or maintain such insurance and the City may collect the same from the contractor or deduct the amount paid from any sums due the contractor under this agreement rev.l0/16/95 16 - b e e -- T 27. RESPONSIBLE PARTIES The name of the persons who are authorized to give written notices or to receive written notice on behalf of the City and on behalf of the Contractor in connection with the foregoing are as follows: For City: Title Associate Enqineer/Proiect Manager Name Steven C. Jantz Address CitV of Carlsbad/Enqineerinn Department 2075 Las Palmas Drive Carlsbad, CA 92009-1 576 For Contractor: Title Transportation Enqineerinq Manager David Alm, Transtech Engineers, Inc. 424 Summit Street, Suite 120 Oceanside, CA 92054 Name Address rev.lO/lW 17 * r 0 0 - 28. BUSINESS LICENSE Contractor shall obtain and maintain a City of Carlsbad Business License for the duratic of the contract. Executed by Contractor this \ ud/t\ day of . )h u &+y I193 CONTWCTOR: TRANSTECH ENGINEERS, INC, CITY OF CARLSBAD, a municipal By: -AG (?-,.+ AI; L av, , I' I ATTEST: (sign here e -! (print name/title) ' ! -A ALETHA L. RAUTENKRANZ -7 City Clerk ,<J/Q 1 /?2L(&/ /<&i) <in&iieit it le) (Proper notarial acknowledgment of execution by Contractor must be attached.) (President or vice-president and secretary or assistant secretary must sign for corporations. only one officer signs, the corporation must attach a resolution certified by the secretary assistant secretary under corporate seal empowering that officer to bind the corporation.) APPROVED AS TO FORM: K;j!r-JL o ~. ~ BY DqmtySity Attorney 2 -/+IC. rev. 10/16/ 18 0 0 'I CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ,.* Countyof LOS A~qe'ps before me, .C Y /3 /c!-. eA\/JP/ /U(C)~'G/~ Phb//F Date Name and Title of Officer (e.g., "Jane Doe. Nota&biic") Narne(s) of Signer($ &ersonally known to me - OR - 0 proved to me on the basis of satisfactory evidence to be the person(s) whose narne(s) idare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Document Date: Number of Pages: Capacity(ies) Claimed by Signer(s) Signer's Name: &' El Individual &Corporate Officer Partner - 0 Limited 0 General Signer's Name: 04 /6 A'? EL/ch'g ELCorporate Officer Title(s): S-c ope +- E Partner - 0 Limited 0 Gene61 Guardian or Conservator Signer Is Representing: Prod. No. 5907 Reorder: Call Toil-Free 1 cfi v /R Title(s): ,Pn?53Cdo I? Guardian or Conservator Signer Is Representing: 0 1994 National Notary Assmiation - 8236 Rernrnet Ave., P.O. Box 7184 * Cancga Park, CA 91309-7184 . T 0 e 4 I Page 1 of4 EXHIBIT A Agreement for Engineering, Environmental and Planning Services for Preparation of a Feasibility Study and Preliminary Design Plans for the Coastal Rail Trail Project Contractor will begin work within ten (1 0) calendar days after receipt of notification to proceed by progress reports of work completed in accordance with the Scope of Work. Transtech will invoice the City monthly on the following percentage of tasks completed ir accordance with the Scope of Work. Transtech will invoice for payment of work completed a follows: Payment of ten percent (10%) of the contract, $51,888.50, to be submitted to Transtech as an up front payment to begin work. This ten percent (10%) payment will be included in the submittal requirements for Task I. A payment of twenty percent (20%) of the contract, $103,777.00, to be submitted to Transtech a1 the completion and acceptance by the City of Task I. A payment of thirty percent (30%) of the contract, $155,665.50, to be submitted to Transtech at thc completion and acceptance by the City of Task 11. A payment of thuty percent (30%) of the contract, $155,665.50, to be submitted to Transtech at th completion and acceptance of the City of Task 111. A final ten percent (1 O%)of the contract, $5 1,888.50 will be retained upon acceptance of the fina product in accordance with the Scope of Work and any change orders approved by the City. the City. Upon the 1st working day of each month Contractor will provide to the City detailed e e ..- V -. Agreement for Coastal Rail Trail Project Exhibit A Page 2 of 4 Task I: 30% completed 1. Inventory of existing and proposed uses. Contact affected agencies. 2. Assemble all available maps and data. 3. Conduct field review assessing physical constraints/opportunities, environmental constraints, street constraints/opportunities. 4. Meet with City staff, Coastal Rail Committee and affected agencies. Meet with Bicycle Facilities Coordinating Committee. Determine processing requirements and potential permit requirements. Review all existing environmental documents. Develop gap analysis and identify necessary surveys to be conducted. Conduct necessary aerial photography. Identify alternative alignments. 5. 6. 7. Conduct kick-off meeting. Submittal of working paper(s) to the City to identify alternative alignments, summary of environmental issues and surveys. Provide summaries of processing and permit requirements. Task 11: 60% completed 1. Review and consideration of liability and legal issues. Determination of pending legislation andor policies that may impact project. . boundaries, with assessor parcel numbers and ownership information. Conduct environmental assessment of recommended bikeway alignment and alternatives. Provide potential mitigation provisions. Develop right-of-way or joint use agreements which address costs, process, conflicts with existing leases, liability considerations, and feasibility. Identify and provide resolutions for safety and security considerations. Conduct community meetings, Planning Commission and/or City Council as directed by each local agency. Continue meetings with Coastal Rail Committee. Preliminary engineering of 60% design of bikeway. 2. Identify necessary acquisition of easements and property. Provide affected private property 3. 4. 5. 6. 7. 8. Preliminary cost estimates. Submittal of working paper(s) to the City detailing liability and legal issues, easement and acquisitions, right-of-way agreements and joint use agreements, safety and security considerations, environmental assessment and potential mitigation, and preliminary cost estimates. Provide engineering analysis of alternative alignment study. Submittal of 60% preliminary engineering design of bikeway. *i 0 0 (I, Agreement for Coastal Rail Trail Project Exhibit A Page 3 of 4 Task 111: 90% comdeted 1. Complete preliminary engineering design of bikeway, identifying relationship of bikeway to rail and passenger stations, alternative alignments, construction phasing options, design standards, design constraints, and interface of lateral crossings with pedestrian and bicycle trails, ridges, storm drain facilities, grading requirements, new utilities proposed, relocations of existing utilities, and barriers.. Complete conceptual landscape and lighting plan. Conduct cost estimate and potential funding mechanisms of recommended bikeway alignment. Submittal of working paper to the City. Identify maintenance and operation costs and issues. Complete engineering design of street crossings, trail crossings, and pedestrian crossings. Complete typical design cross sections for different terrain areas expected to be encountered. Develop conceptual signage plans for trail signs, kiosks, miles markers. Conduct community meetings, Planning Commission and/or City Council as directed by each local agency. Continue meetings with Coastal Rail Committee. 2. 3. 4. 5. 6. 7. Submittal of conceptual landscape and lighting plan; preliminary engineering plans; bridge and street crossing details. Submittal of working paper(s) of cost estimates, operation and maintenance issues, summary of meetings. Deliverables 100% Comdetion Submittal to the City twenty-five (25) and upon acceptance of by the City, 100 bound copies of final report to include: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10 Submittal to the City 15 stapled full-size prints, seven (7) sets of full-size mylar reproducible plans, one (1) set of full size aerial photography utilized to complete the following: Engineering analysis of recommended alignment, phasing options, design constraints. Assessment of easements, property issues. Discussion of liability and legal issues. Discussion of maintenance and operation issues. Cost estimate and funding mechanisms. Right-of-way leasing and joint use agreements. Acquisition strategies for affected properties. Summary of permit regulations and processes. Analysis of existing environmental documents. Development of environmental issues to include alternative alignments. Biological and cultural survey findings. e* b e a 4. c Agreement for Coastal Rail Trail Project Exhibit A Page 4 of 4 1 1. 12. 1 3. Conceptual sign design. 14. Submittal to the City one (1) set of photos taken and one (1) set of negatives for field study, Preliminary engineering design of bikeway. Conceptual landscape and lighting design. Details of typical bikeway design, bridge construction,