20-0901_HDR ENGINEERING, INC._E11_Agenda ReportCity of San Juan Capistrano
Agenda Report
TO: Honorable Mayor and Members of the City Council
FROM: Benjamin Siegel, City Manager
SUBMITTED BY: Sam Penrod, Human Resources and Risk Manager
DATE: September 1, 2020
SUBJECT: First Amendment to the Professional Services Agreement with HDR
Engineering, Inc. for Specialized Consulting Services for a Public
Quiet Zone Rail Crossing Project
RECOMMENDATION:
Approve and authorize the City Manager to execute Amendment No. 1 to the Professional
Services Agreement with HDR Engineering, Inc. for specialized consulting services
related to a “Quiet Zone” rail crossing, increasing the not-to-exceed amount to $96,000.
DISCUSSION/ANALYSIS:
In October 2018, the City Council approved a Professional Services Agreement with HDR
Engineering, Inc. (HDR) in the amount of $90,000, to provide specialized consulting
services to assist staff in matters related to the transition of a private rail crossing at
Rancho Capistrano to a public crossing and a potential designation as a “Quiet Zone.”
All costs associated with these services were to be paid by Saddleback Valley Community
Church (SVCC), and SVCC has always met their contractual obligation.
Due to unanticipated additional stakeholder meetings with the Orange County
Transportation Authority (OCTA) and its contractor, and additional administrative support
provided to City staff, HDR has requested an additional $6,000 be added to their contract.
SVCC is supportive of this request and has committed to pay the added cost. Staff
recommends the City Council approve the amendment (see Attachment 1) increasing the
not-to-exceed amount of the current contract from $90,000 to $96,000 and authorize the
City Manager to execute the amendment.
9/1/2020
E11
City Council Agenda Report
September 1, 2020
Page 2 of 2
FISCAL IMPACT:
There is no fiscal impact to the City associated with the recommended action. All costs
associated with HDR’s services are being paid by SVCC.
ENVIRONMENTAL IMPACT:
In accordance with the California Environmental Quality Act (CEQA) the recommended
action is exempt from CEQA per Section 15061(b)(3), the general rule that the CEQA
applies only to projects which have the potential for causing a significant effect on the
environment. Where it can be seen with certainty that there is no possibility that the
activity in question may have a significant effect on the environment, the activity is not
subject to CEQA. An amendment to a Professional Services Agreement with HDR
Engineering, Inc. to continue providing specialized consulting services would not be an
activity with potential to cause significant effect on the environment and therefore is
exempt from CEQA.
PRIOR CITY COUNCIL REVIEW:
On October 16, 2018, the City Council approved a Professional Services Agreement with
HDR Inc. for specialized consulting services related to an application to transition a
private rail crossing to a public crossing and designate it as a quiet zone.
COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS:
Not applicable.
NOTIFICATION:
Gerard Reminiskey, HDR Engineering, Inc.
Michael Recupero, Recupero and Associates, Inc.
ATTACHMENTS:
Attachment 1 – Proposed First Amendment
Attachment 2 – Professional Services Agreement
Page 1
AMENDMENT NO. 1
TO THE PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF SAN JUAN CAPISTRANO
AND
HDR ENGINEERING, INC.
1. Parties and Date
This Amendment No. 1 to the Professional Services Agreement is made and entered into as
of this 1st day of September, 2020, by and between the City of San Juan Capistrano, a municipal
organization organized under the laws of the State of California with its principal place of business
at 32400 Paseo Adelanto, San Juan Capistrano, California 92675 (“City”) and HDR Engineering,
Inc., a Corporation (“Consultant”). City and Consultant are sometimes individually referred to as
“Party” and collectively as “Parties.”
2.Recitals
2.1 Consultant. The City and Consultant entered into an agreement entitled “City of San
Juan Capistrano Professional Services Agreement,” effective October 16, 2018 (“Agreement”) for
the purpose of retaining the services of Consultant for a rail crossing and potential quiet zone
designation at Rancho Capistrano.
2.2 Amendment Purpose. The purpose of this Amendment is to amend the Agreement,
effective September 1, 2020, to a not-to-exceed amount of $96,000.
3.Section 2: Compensation
2 (b) The total amount paid for services rendered by Consultant under this Agreement is
not to exceed the sum of $96,000 (ninety-six-thousand dollars). Payments shall be made within 30
days of receipt of an invoice which includes a detailed description of the work performed.
4.Severability
If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full
force and effect.
ATTACHMENT 1
Page 2
SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND HDR ENGINEERING, INC.
CITY OF SAN JUAN CAPISTRANO HDR ENGINEERING, INC.
Approved By:
Benjamin Siegel, City Manager HDR Representative
Date Job Title
Date
Attested By:
Maria Morris, City Clerk
Approved As To Form:
Jeffrey Ballinger, City Attorney
CITY OF SAN JUAN CAPISTRANO
PROFESSIONAL SERVICES AGREEMENT
_ This Agreement is made and entered into as of October 16, 2018, by and between the
City of San Juan Capistrano, a municipal corporation organized and operating under the laws of
the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan
Capistrano, CA92675 ("City"), and HDR Engineering, lnc., a Corporation with its principal place
of business at 3230 El Camino Real, Suite 200, lrvine, CA, 92602 (hereinafter referied io as"Consultant"). City and Consultant are sometimes individually referred to as "Party" and
collectively as "Parties" in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional
services for the following project:
Rail crossing and potential "Quiet Zone" at Rancho Capistrano (hereinafter referred to as "the
Project").
B
services.
Consultant is duly licensed and has the necessary qualifications to provide such
C. The Parties desire by this Agreement to establish the terms for City to retain
Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services
attached hereto as Exhibit "A."
2. Comoensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set forth in Exhibit "8."
b. The total amount paid for services rendered by Consultant under this
Agreement is estimated not to exceed the sum of $90,000 (ninety{housand dollars). periodic
payments shall be made within 30 days of receipt of an invoice which includes a detailed
description of the work performed. Payments to Consultant for work performed will be made on
a monthly billing basis.
3. AdditionalWork.
lf changes in the work seem merited by Consultant or the City, and informal consultations
with the other party indicate that a change is warranted, it shall be processed in the following
manner: a letter outlining the changes shall be fonvarded to the City by Consultant with ã
1
HDR Agreement
October 20 I 8
ATTACHMENT 2
statement of estimated changes in fee or time schedule. An amendment to this Agreement shall
be prepared by the City and executed by both Parties before performance of such services, or
the City will not be required to pay for the changes in the scope of work. Such amendment shall
not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Consultant and made available at all reasonable times during the
contract period and for four (4) years from the date of final payment under the contract for
inspection by City.
5. Time of Performance.
Consultant shall perform its services in a prompt and timely manner and shall commence
performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). lt is
anticipated that the Consultant will complete the services required hereunder within twenty-four
months. The Notice to Proceed shall set forth the date of commencement of work.
6. Delavs in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for
delays in performance caused by circumstances beyond the reasonable control of the non-
performing party. For purposes of this Agreement, such circumstances include but are not limited
to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil
disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or
judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a
reasonable time of being prevented from performing, give written notice to the other party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, including Ca|/OSHA requirements.
b. lf required, Consultant shall assist the City, as requested, in obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory agencies.
c. lf applicable, Consultant is responsible for all costs of clean up and/ or removal of
hazardous and toxic substances spilled as a result of his or her services or operations performed
under this Agreement.
HDR Agreement
October 20 I 8
2
L Standard of Care
Consultant's services will be performed in accordance with generally acceptedprofessional practices and principles and in a manner consistent with the level of care and skillordinarily exercised by members of the profession currently practicing under similar conditions.
9. Assiqnment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or
interest in this Agreement without the written consent of the City, which may bé *¡inf'eU for anyreason' Any attempt to so assign or so transfer without such consent shali be void and withoutlegal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain aprovision making them subject to all provisions stipulated in this Agreement. Nothing contained
herein shall prevent Consultant from employing independent assoıiates, and subconsultants as
Consultant may deem appropriate to assist in the performance of services hereunder.
10. lndependentConsultant
Consultant is retained as an independent contractor and is not an employee of City. No
emp-loyee or agent of Consultant shall become an employee of City. The work to be perfórmed
shall be in accordance with the work described in this Agieement, ðubject to such directions and
amendments from City as herein provided.
11. lnsurance. Consultant shall not commence work for the City until it has provided
evidence satisfactory to the City it has secured all insurance required uñder this section. ln
addition, Consultant shall not allow any subcontractor to commence work on any subcontract until
it has secured all insurance required under this section.
a. Commercial General Liabilitv
,t tt"
""^*,ant
shall take out and maintain, during the performance
of all work under this Agreement, in amounts not less than specified herein, CJmmercial General
Liability lnsurance, in a form and with insurance companies acceptable to the City.
-(¡!) coverage for commercial General Liabirity insurance shall be at
least as broad as the following:
(1) lnsurance services office commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent.
for the following:
(iii) commercial General Liability lnsurance must include coverage
(1)
(2)
(3)
(4)
(5)
(6)
Bodily lnjury and Property Damage
Personal I njury/Advertising I njury
Premises/Operations Liability
Products/Completed Operations Liability
Aggregate Limits that Apply per project
Explosion, Collapse and Underground (UCX) exclusion
deleted
Contractual Liability with respect to this Contract
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HDR Agreernent
October 20 I 8
(7)
(8) Broad Form Property Damage(9) lndependentConsultantsCoverage
(iv) The policy shall contain no endorsements or provisions limiting
coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured
against another; (3) products/completed operations liability; or (4) contain any other exclusion
contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status using ISO endorsement forms CG 20 10
10 01 and 20 37 10 01 , or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to written approval by the City, and
provided that such deductibles shall not apply to the City as an additional insured.
b. Automobile Liabilitv
(i) At all times during the performance of the work under this
Agreement, the Consultant shall maintain Automobile Liability lnsurance for bodily injury and
property damage including coverage for owned, non-owned and hired vehicles, in a form and with
insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as
broad as lnsurance Services Office Form Number CA 00 01 covering automobile liability
(Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agehts
and City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability
program may utilize deductibles, provided that such deductibles shall not apply to the City as an
additional insured, but not a self-insured retention.
c. Workers'Compensation/Emplover's Liabilitv
(i) Consultant certifies that he/she is aware of the provisions of Section
3700 of the California Labor Code which requires every employer to be insured against liability
for workers' compensation or to undertake self-insurance in accordance with the provisions of
that code, and he/she will comply with such provisions before commencing work under this
Agreement.
(ii) To the extent Consultant has employees at any time during the term
of this Agreement, at all times during the performance of the work under this Agreement, the
Consultant shall maintain full compensation insurance for all persons employed directly by
him/her to carry out the work contemplated under this Agreement, all in accordance with the
"Workers' Compensation and lnsurance Act," Division lV of the Labor Code of the State of
California and any acts amendatory thereof, and Employer's Liability Coverage in amounts
indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period
required by this Agreement, workers' compensation coverage of the same type and limits as
specified in this section.
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HDR Agreernent
October 201 8
d. Professional Liabilitv (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall
maintain professional liability or Errors and Omissions insurance aþpropriate to its profession, in
a form and with insurance companies acceptable to the City and in an'amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and
shall be written on a policy form coverage specifically designed to protect against ãcts, errors or
omissions of the Consultant. "Covered Professional Services" as designateO ¡n the policy must
specifically include work performed under this Agreement. The policy must "pay on behalf of' the
insured and must include a provision establishing the insurer's duty io defend.
-
e. Minimum Policv Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Sinqle Limit
Commercial General Liability $1,000,000 per occurrence/$2,000,000 aggregate
for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 per occurrence for bodily injury and
property damage
Employer's Liability 91,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and
omissions)
(ii) Defense costs shall be payable in addition to the limits.
(iii) Requirements of specific coverage or limits contained in this
section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to
the parties required to be named as Additional lnsured pursuant to this Agreement.
f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidenceof insurance from an insurer or insurers certifying to the coverage of all insurance required
herein. Such evidenceshall include originalcopies of the ISO CG 0-O 01 (or insurer's equivalent)
signed by the insurer's representative and Certificate of lnsurance (Acord Form 2S-S ol.
equivalent), together with required endorsements. All evidence of insurance shall be signed by
a properly authorized officer, agent, or qualified representative of the insurer and shall certify tf'e
names of the insured, any additional insureds, where appropriate, the type and amount oi the
insurance, the location and operations to which the insurance applies, and'the expiration date of
such insurance.
HDR Agreernent
5
October 201 8
g. Policv Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the Consultant
shall provide at least ten (10) days prior written notice of cancellation of any such policy due to
non-payment of premium. lf any of the required coverage is cancelled or expires during the term
of this Agreement, the Consultant shall deliver renewal certificate(s) including the General
Liability Additional lnsured Endorsement to the City at least ten (10) days prior to the effective
date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy
shall each contain a provision stating that Consultant's policy is primary insurance and that any
insurance, self-insurance or other coverage maintained by the City or any named insureds shall
not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to he no later than the
effective date of this Agreement. Consultant shall maintain such coverage continuously for a
period of at least three years after the completion of the work under this Agreement. Consultant
shall purchase a one (1)yearextended reporting period A) if the retroactive date is advanced
past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the
policy is replaced by another claims-made policy with a retroactive date subsequent to the
effective date of this Agreement.
(iv) All required insurance coverages, except for the professional
liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its
officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or
others providing insurance evidence in compliance with these specifications to waive their right
of recovery prior to a loss. Consultant hereby waives its own right of .recovery against City, and
shall require similar written express waivers and insurance clauses from each of its
subconsultants.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in
excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City
and shall not preclude the City from taking such other actions available to the City under other
provisions of the Agreement or law.
h. Qualifvinq lnsurers
(i) All policies required shall be issued by acceptable insurance
companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A:Vll and admitted to transact in the
business of insurance in the State of California, or othenruise allowed to place insurance
through surplus line brokers under applicable provisions of the California lnsurance Code
or any federal law.
HDR Agreement
6
October 20 I 8
Additional lnsurance Provisions
(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the City, is not
intended to and shall not in any manner limit or qualify the liabilities and obligations othenruise
assumed by the Consultant pursuant to this Agreement, including but not limited to, the
provisions concerning indemnification.
(ii) lf at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. ln the alternative, City
may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
(iv) Neither the City nor any of its officials, officers, employees, agents
or volunteers shall be personally responsible for any liability arising under or by virtue of this
Agreement.
j. Subconsultant lnsurance Requirements. Consultant shall not allow any
subcontractors or subconsultants to commence work on any subcontract until they have provided
evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or
subconsultants shall be endorsed to name the City as an additional insured using ISO form CG
20 380413 or an endorsement providing the exact same coverage. lf requested by Consultant,
City may approve different scopes or minimum limits of insurance for particular subcontractors
or subconsultants.
12. lndemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel
of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and
agents free and harmless from any and all claims, demands, causes of action, costs, expenses,
liability, loss, damage or injury of any kind, in law or equity, to property or persons, including
wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or
omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors,
consultants or agents in connection with the performance of the Consultant's services, the Project
or this Agreement, including without limitation the payment of all damages, expert witness fees
and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify
shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials,
officers, employees, agents, or volunteers.
b. lf Consultant's obligation to defend, indemnify, and/or hold harmless arises
out of Consultant's performance of "design professional" services (as that term is defined under
Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8,
which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims
that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant, and, upon Consultant obtaining a final adjudication by a court of competent
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HDR Agreernent
October 201 8
jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the
Consultant's proportionate percentage of fault.
13. California Labor Code Requirements
a. Consultant is aware of the requirements of California Labor Code Sections
1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the
performance of other requirements on certain "public works" and "maintenance" projects
("Prevailing Wage Laws"). lf the services are being performed as part of an applicable "public
works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total
compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage
Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and
agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws. lt shall be mandatory upon
the Consultant and all subconsultants to comply with all California Labor Code provisions, which
include t¡ut are not limited to prevailing wages (Labor Code Sections 1771,1774 and 1775),
employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code
Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment
of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit
certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4
shall not apply to work performed on a public works project that is exempt pursuant to the small
project exemption specified in Labor Code Section 1771.4.
b. lf the services are being performed as part of an applicable "public works"
or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the
Consultant and all subconsultants performing such services must be registered with the
Department of lndustrial Relations. Consultant shall maintain registration for the duration of the
Project and require the same of any subconsultants, as applicable. This Project may also be
subject to compliance monitoring and enforcement by the Department of lndustrial Relations. lt
shall be Consultant's sole responsibility to comply with all applicable registration and labor
compliance requirements. Notwithstanding the foregoing, the contractor registration
requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work
performed on a public works project that is exempt pursuant to the small project exemption
specified in Labor Code Sections 1725.5 and 1771.1.
c. This Agreement may also be subject to compliance monitoring and
enforcement by the Department of lndustrial Relations. lt shall be Consultant's sole responsibility
to comply with all applicable registration and labor compliance requirements. Any stop orders
issued by the Department of lndustrial Relations against Consultant or any subcontractor that
affect Consultant's performance of services, including any delay, shall be Consultant's sole
responsibility. Any delay arising out of or resulting from such stop orders shall be considered
Consultant caused delay and shall not be compensable by the City. Consultant shall defend,
indemnify and hold the City, its officials, officers, employees and agents free and harmless from
any claim or liability arising out of stop orders issued by the Department of lndustrial Relations
against Consultant or any subcontractor.
14. Verification of Emplovment Eliqibilitv.
By executing this Agreement, Consultant verifies that it fully complies with all requirements
and restrictions of state and federal law respecting the employment of undocumented aliens,
including, but not limited to, the lmmigration Reform and ControlAct of 1986, as may be amendedI
HDR Agreernent
October 201 8
from time to time, and shall require all subconsultants and sub-subconsultants to comply with the
same.
15. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
lf any action is brought to interpret or enforce any term of this Agreement, the action shall be
brought in a state or federal court situated in the County of Orange, State of California.
16. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work
under this Agreement by giving ten (10) calendar days written notice to Consultant. ln such event,
City shall be immediately given title and possession to all original field notes, drawings and
specifications, written reports and other documents produced or developed for that portion of the
work completed and/or being abandoned. City shall pay Consultant the reasonable value of
services rendered for any portion of the work completed prior to termination. lf said termination
occurs prior to completion of any task for the Project for which a payment request has not been
received, the charge for services performed during such task shall be the reasonable value of
such services, based on an amount mutually agreed to by City and Consultant of the portion of
such task completed but not paid prior to said termination. City shall not be liable for any costs
other than the charges or portions thereof which are specified herein. Consultant shall not be
entitled to payment for unperformed services, and shall not be entitled to damages or
compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under
this Agreement upon thirty (30) calendar days' written notice to City only in the event of substantial
failure by City to perform in accordance with the terms of this Agreement through no fault of
Consultant.
17. Documents. Except as othen¡¡ise provided in "Termination or Abandonment,"
above, all originalfield notes, written reports, Drawings and Specifications and other documents,
produced or developed for the Project shall, upon payment in full for the services described in this
Agreement, be furnished to and become the property of the City.
18. Orqanization
Consultant shall assign Gheorghe Rosca and Gerard Reminiskey as Project Managers.
The Project Manager shall not be removed from the Project or reassigned without the prior written
consent of the City.
19. Limitation of Aoreement.
This Agreement is limited to and includes only the work included in the Project described
above.
20. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given
or delivered by depositing the same in any United States Post Office, certified mail, return receipt
requested, postage prepaid, addressed to:
HDR Agreement
I
October 201 8
CITY:
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Benjamin Siegel, City Manager
CONSULTANT:
HDR Engineering, lnc.
3230 ElCamino Real, Suite 200
lrvine, CA92602
Attn: Gheorghe Rosca, Associate VP
and shall be effective upon receipt thereof
21. Third Partv Riqhts
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than the City and the Consultant.
22. EqualOpportunitvEmplovment.
Consultant represents that it is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age or other interests protected by the State or Federal
Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination.
23. Entire reement
This Agreement, with its exhibits, represents the entire understanding of City and
Consultant as to those matters contained herein, and supersedes and cancels any prior or
contemporaneous oral or written understanding, promises or representations with respect to
those matters covered hereunder. Each party acknowledges that no representations,
inducements, promises or agreements have been made by any person which are not incorporated
herein, and that any other agreements shall be void. This Agreement may not be modified or
altered except in writing signed by both Parties hereto. This is an integrated Agreement.
24. Severabilitv
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not
render the provisions unenforceable, invalid or illegal.
25. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators and assigns of each party to this Agreement. However,
Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights,
burdens, duties or obligations without the prior written consent of City. Any attempted assignment
without such consent shall be invalid and void.
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October 201 8
10
26. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either party,
unless such waiver is specifically specified in writing.
27. Time of Essence
Time is of the essence for each and every provision of this Agreement.
28. Citv's Riqht to Emplov Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with
this Project or other projects.
29. Prohibitedlnterests
Consultant maintains and warrants that it has not employed nor retained any company or
person, other than a bona fide employee working solely for Consultant, to solicit or secure this
Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any
company or person, other than a bona fide employee working solely for Consultant, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. For breach or violation of this warranty, City shall
have the right to rescind this Agreement without liability. For the term of this Agreement, no
director, official, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material benefit
arising therefrom.
ISTGNATURES ON FOLLOWTNG PAGE]
HDR Agreement
October 201 8
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BET\ilEEN THE CITY OF SAN JUAN CAPISTRANO
AND HDR
lN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF SAN JUAN CAPISTRANO HDR Engineering, Inc.
By
Sr. Vice President
ATTEST
By:
City erk
APPROVED AS TO FORM:
By:
Its:City
printed Name: Thomas T. Kim, PE
)-øi3-7-^By:
City Attorney
HDR Agreement
October 201 8
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EXHIBIT A
Scope of Servlces
Rancho Capistrano Quiet Zone Support Services
Proiect Description
The Rancho Capistrano private at-grade crossing (Crossing) of the Southem Califomia Regional
Rail Authority (SCRRA) Orange Subdivision main line is located in the northerly limit of the City
of San Juan Capistrano (City) as shown on Figure 1, Vicinity Map. The Crossing is located within
the limits of the Laguna Niguel/San Juan Capistrano Passing Siding Project (Passing Siding
which will add a second track to the
Figure 1: V¡c¡nity Map
iii i;¡,.'joto*-re4.32-xffi."' '
r.i-'¡'l'¡!
HDR Agreernent
Accident
History, Past 5
Years
furisdictionRailroadUSDOT NoCPIJC NoStreet
Table 1. Crossing Data
October 201 I
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Task 1: Proiegt Manasement
Consultant shall facilitate ongoing communications with the City and stakeholders throughout
the project. Regular coordination with the City and stakeholders will allow for timely project
planning and decision-making. City staff will be responsible for preparing and distributing
meeting notes. A project management plan will be developed that will include a scope, schedule,
budget and monthly invoices and progress reports.
Assumptions:
a Consultant assumes that direct communication may be made with stakeholders
without scheduling said communication in advance with the City.
Deliverables:
. Telephone records of substantive discussions with project stakeholders.
o Monthly Invoices and Progress Reports
l'ask 2: Stakeholder Coordination and Meetings
Ten (10) meetings will be held with the City and/or project stakeholders. The pu{pose of the
coordination meetings will be to obtain City's concuffence on the issues related to the grade
crossing. The meetings will include reports on project progress and overall project status.
Consultant will review City-provided meeting minutes. The minutes shall include an action item
list, which shall be kept current and reported on at the meetings.
Assumptions:
a City staff will be available to attend stakeholder meetings.
Deliverables:
Meeting notes documenting substantive discussions and decisions made during the
meeting.
Task 3: Site Visit and Field Observation
Consultant will visit the project site to review existing conditions. City representatives will
facilitate and schedule the field observation. City staff will be responsible for data collection,
including photographs and sketches to assist in developing concepts. Consultant's role in this
task is to participate in the site visit and provide comments and recommendations.
Assumptions
a Consultant assumes that a railroad flagger and associated right-of-entry permit with
the railroad will not be required to conduct a site visit.
Deliverables:
Field inspection report consisting of photo log and sketches
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HDR Agreement
October 201 8
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Task 4: Concept Development
Consultant will provide conceptual drawings and exhibits depicting proposed Supplemental
Safety Measures (SSM).
Assumptions:o Design-ready survey and mapping data will be made available from the Passing
Siding Project for the purpose of preparing conceptual exhibits and drawings.
Deliverables:o Concept-level drawings and exhibits to support the quiet zone implementation
process.
Task 5: CPUC Submittal
In the State of California, the CPUC has regulations and standards goveming many aspects of
grade crossings design, construction, maintenance and operation. The Rail Crossing Engineering
Branch (RCEB) of the CPUC is the primary point of contact within the CPUC for issues
involving grade crossings. General Orders (GO) of the CPUC, combined with regulations
contained in the Califomia Manual on Uniform Traffic Control Devices (MUTCD), defines the
requirements for application of warning devices and traffic control.
The construction or modification of any new highway-rail grade crossing also should comply
with regulatory process defined in Sections l20l-I205 of the Public Utilities Code. Construction
of improvements cannot begin until authorization is received from the CPUC. Consultant will
provide a formal application for execution by the City.
Assumptions:
a Consultant assumes that for conversion of the subject crossing to public usage, a
formal application will be required per the Public Utilities Code.
Consultant assumes environmental clearance will be provided by others and not
included in this scope of work.
Consultant assumes that the Application will not be protested and therefore support
services for a hearing are not included in this Scope.
Consultant assumes the previous grade separation study will be provided by the
City and updated by Consuìtant to include latest construction cost estimates. All
other sections of the study will remain as is.
Deliverables
Draft CPUC application.
Final CPUC application.
Exhibits in support of the CPUC application.
HDR Agreement
October 201 8
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Task 6: Diasnostic Meetins
To make improvements to a crossing, construct a new crossing, or close a crossing, a diagnostic
review will be necessary. The diagnostic team will consist of knowledgeable representatives of
stakeholders in a grade crossing. Using highway-rail grade crossing safety management
principles, the team will evaluate conditions at a highway-rail grade crossing to make
determinations or recommendations concerning safety needs. At a minimum, this diagnostic will
include the City, CPUC, UP, and possibly FRA. A separate meeting with FRA may be necessary
in case they are not able to attend the first meeting.
Consultant will attend the diagnostic meeting with all the stakeholders to obtain their comments
and appmval of the modifications at the grade crossing. Consultant will assist the City in its
efforts to prepare and distribute the diagnostic meeting notes after City approval. The City will
modifu the initial drawings as per input received from the stakeholders
Assumptions:
a Although a diagnostic meeting was conducted by the Passing Siding Project,
Consultant assumes that a follow-up diagnostic meeting will be required.
Deliverables:
a Meeting notes and supporting materials to conduct a diagnostic meeting.
Task 7: FRA Submittals
The U.S. Code of Regulations, Title 49 - Transportation; Parts 222 -Use of Locomotive Homs
at Highway-Rail Grade Crossings; and Part 229 -Piulroad Locomotive Safety Standards provide
standards for the creation and maintenance of quiet zones within which locomotive horns need
not be sounded. The Rule allows for a variety of methods for establishing a quiet zone. Most
methods rely on a quantitative approach that compares key risk indices. Risk is calculated using
a highway data, such as speed limit, number of lanes, and traffic counts, as well as railroad data
including number of tracks, train day or night schedule, train speeds and train counts. These and
other factors are entered into the quiet zone calculator on the Federal Railroad Administration
(FRA) website that yields benchmark risk indices. The risk index can be lowered at the public
grade crossings by the installation of Supplemental Safety Measures (SSMs), established in
accordance with FRA. SSMs are effective substitute for the locomotive horn in the prevention of
highway-rail casualties. Consultant will assist the City in its efforts to prepare FRA submittals
required to establish a quiet zone.
Assumptions:o Consultant assumes that the quiet zone for the subject crossing will be a standalone
quiet zone that includes only one crossing as listed in Tabìe L.
Deliverables:
Notice of Intent (NOI)
Notice of Establishment (N0E),
FRA quiet zone calculations, and grade crossing inventory forms reflecting existing
and proposed improvements at this crossing.
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HDR Agreement
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END OF SCOPE DOCUMENT
HDR Agreement
October 20 I 8
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EXHIBIT B
Schedule of Charges/Payments
Consultant will invoice City on a monthly cycle on a percent complete basis
Task 1 - Project Management ($5,000)
Task 2 - Meetings & Coordination ($20,000)
Task 3 - Site Visit & Field Observation ($5,000)
Task 4 - Concept Development ($15,000)
Task 5 - CPUC FormalApplication ($25,000)
Task 6 - Diagnostics Meeting ($5,OOO¡
Task 7 - FRA Quiet Zone Application ($15,000)
TOTAL = $90,000
HDR Agreernent
October 201 8
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