2019/10/08 City Council Resolution 2019-125 RESOLUTION NO. 2019-125
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT
PARK AUTHORIZING THE CITY MANAGER TO EXECUTE A
CONSULTANT SERVICES AGREEMENT WITH RAILPROS FOR A
RAILROAD GRADE CROSSING SAFETY EVALUATION,
RECOMMENDATIONS,AND COST ESTIMATES,AND RELATED ACTIONS
WHEREAS,the Sonoma Marin Area Rapid Transit(SMART)provides high speed
passenger rail service to communities in Sonoma and Marin Counties, including the City of
Rohnert Park(City); and
WHEREAS, SMART's facilities include three, at-grade rail crossings at Golf Course Drive,
Rohnert Park Expressway and Southwest Boulevard, where vehicles, bicycles and pedestrians cross
the railroad corridor; and
WHEREAS, in July 2019, SMART implemented a project to install additional pedestrian
and bicycle safety improvements at each grade crossing; and
WHEREAS, on July 9, 2019,the City Council directed staff to evaluating the grade
crossings in the City in order to understand if there are additional feasible safety improvements that
could be implemented by the City to supplement and enhance those constructed by SMART; and
WHEREAS, in accordance with the City's Purchasing Policy, staff solicited proposals
for a grade crossing evaluation and recommendations for safety improvements and received a
proposal from RailPros, a reputable consulting firm that specializes in train-related engineering
services; and
WHEREAS, RailPros proposed cost for its services is $65,834; and
WHEREAS, State Controller's Office Gas Tax Fund Guidelines specify that safety
projects such as traffic signal controls and protective devices at railroad grade crossings may use
gas tax funds, and that such funds may be used for related administrative and engineering costs;
NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of Rohnert
Park that it does hereby authorize and approve an agreement by and between RailPros Inc., a
California Corporation, and the City of Rohnert Park, a municipal corporation, for Railroad
Grade Crossing, Safety Evaluation,Recommendations and Cost Estimates.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized and
directed to take all actions to effectuate this agreement for and on behalf of the City of Rohnert
Park, including execution, if necessary, in substantially similar form to the agreement attached
hereto as Exhibit"A," subject to minor modifications by the City Manager or City Attorney.
BE IT FURTHER RESOLVED that the Finance Manager is authorized to increase
appropriations by$65,834 in Gas Tax(Fund 130)and allocate it to the RailPros consultant
agreement.
DULY AND REGULARLY ADOPTED this 8th day of October, 2019.
CITY OF ROHNERT PARK
ATTEST: Gina Be fo e, 1yor
do Anne Buergler, City Clerk
Attachments: Exhibit A
ADAMS: MACKENZIE: TAFFORD: CALLINAN: �BELFORTE:
AYES: ( *) OES!: ( ) A ( ) ABSTAIN: ( )
I
Resolution 2019-125
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City of Rohnert Park
130 Avram Ave.
Rohnert Park, CA 94928
CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT is entered into as of the 8th day of October, 2019, by and between
the CITY OF ROHNERT PARK (“City”), a California municipal corporation, and RailPros, Inc.
(“Consultant”), a California corporation.
Recitals
WHEREAS, City desires to obtain grade crossing evaluation, preliminary design and
railroad coordination services in connection with Railroad Grade Crossing Safety Evaluation;
and
WHEREAS, Consultant hereby warrants to the City that Consultant is skilled and able to
provide such services described in Section 3 of this Agreement; and
WHEREAS, City desires to retain Consultant pursuant to this Agreement to provide the
services described in Section 3 of this Agreement.
Agreement
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree
as follows:
1. Incorporation of Recitals. The recitals set forth above, and all defined terms set
forth in such recitals and in the introductory paragraph preceding the recitals, are hereby
incorporated into this Agreement as if set forth herein in full.
2. Project Coordination.
A. City. The City Manager or his/her designee, shall represent City for all
purposes under this Agreement. The Deputy City Engineer is hereby designated as the Project
Manager. The Project Manager shall supervise the progress and execution of this Agreement.
B. Consultant. The Consultant shall assign the Project Manager to have
overall responsibility for the progress and execution of this Agreement for Consultant.
3. Scope and Performance of Services
A. Scope of Services. Subject to such policy direction and approvals as the
City through its staff may determine from time to time, Consultant shall perform the services set
out in the “Scope of Work” attached hereto as Exhibit A and incorporated herein by reference.
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B. Time of Performance. The services of Consultant are to commence upon
receipt of a written notice to proceed from City, but in no event prior to receiving a fully
executed agreement from City and obtaining and delivering the required insurance coverage, and
satisfactory evidence thereof, to City. The services of Consultant are to be completed not later
than October 8, 2020. Consultant shall perform its services in accordance with the schedule
attached hereto as Exhibit A, and incorporated herein by reference. Any changes to these dates
in either this Section 3 or Exhibit A must be approved in writing by the Project Manager.
C. Standard of Quality. City relies upon the professional ability of
Consultant as a material inducement to entering into this Agreement. All work performed by
Consultant under this Agreement shall be in accordance with all applicable legal requirements
and shall meet the standard of quality ordinarily to be expected of competent professionals in
Consultant's field of expertise.
4. Compensation and Method of Payment.
A. Compensation. The compensation to be paid to Consultant, including both
payment for professional services and reimbursable expenses, shall be at the rate and schedules
attached hereto as Exhibit B, and incorporated herein by reference. However, in no event shall
the amount City pays Consultant exceed sixty-five thousand, eight hundred thirty-four Dollars
($65,834). Payment by City under this Agreement shall not be deemed a waiver of
unsatisfactory work, even if such defects were known to the City at the time of payment.
B. Timing of Payment.
Consultant shall submit itemized monthly statements for work performed. City shall
make payment, in full, within thirty (30) days after approval of the invoice by the Project
Manager.
C. Changes in Compensation. Consultant will not undertake any work that
will incur costs in excess of the amount set forth in Paragraph 4(A) without prior written
amendment to this Agreement.
D. Taxes. Consultant shall pay all taxes, assessments and premiums under
the federal Social Security Act, any applicable unemployment insurance contributions, Workers
Compensation insurance premiums, sales taxes, use taxes, personal property taxes, or other taxes
or assessments now or hereafter in effect and payable by reason of or in connection with the
services to be performed by Consultant.
E. No Overtime or Premium Pay. Consultant shall receive no premium or
enhanced pay for work normally understood as overtime, i.e., hours that exceed forty (40) hours
per work week, or work performed during non-standard business hours, such as in the evenings
or on weekends. Consultant shall not receive a premium or enhanced pay for work performed on
a recognized holiday. Consultant shall not receive paid time off for days not worked, whether it
be in the form of sick leave, administrative leave, or for any other form of absence.
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F. Litigation Support. Consultant agrees to testify at City’s request if
litigation is brought against City in connection with Consultant’s work product. Unless the
action is brought by Consultant or is based upon Consultant’s negligence, City will compensate
Consultant for the preparation and the testimony at Consultant’s standard hourly rates, if
requested by City and not part of the litigation brought by City against Consultant.
5. Amendment to Scope of Work. City shall have the right to amend the Scope of
Work within the Agreement by written notification to the Consultant. In such event, the
compensation and time of performance shall be subject to renegotiation upon written demand of
either party to the Agreement. Consultant shall not commence any work exceeding the Scope of
Work without prior written authorization from the City. Failure of the Consultant to secure
City's written authorization for extra or changed work shall constitute a waiver of any and all
right to adjustment in the contract price or time due, whether by way of compensation,
restitution, quantum meruit, etc. for work done without the appropriate City authorization.
6. Term. This Agreement shall commence upon its execution by both parties and
shall continue in full force and effect until completed, amended pursuant to Section 21, or
otherwise terminated as provided herein.
7. Inspection. Consultant shall furnish City with every reasonable opportunity for
City to ascertain that the services of Consultant are being performed in accordance with the
requirements and intentions of this Agreement. All work done and all materials furnished, if
any, shall be subject to the Project Manager's inspection and approval. The inspection of such
work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed.
8. Ownership of Documents. Title to all plans, specifications, maps, estimates,
reports, manuscripts, drawings, descriptions and other final work products compiled by the
Consultant under the Agreement shall be vested in City, none of which shall be used in any manner
whatsoever, by any person, firm, corporation, or agency without the expressed written consent of
the City. Basic survey notes and sketches, charts, computations, and other data prepared or obtained
under the Agreement shall be made available, upon request, to City without restriction or limitations
on their use. Consultant may retain copies of the above-described information but agrees not to
disclose or discuss any information gathered, discussed or generated in any way through this
Agreement without the written permission of City during the term of this Agreement, unless
required by law.
9. Employment of Other Consultants, Specialists or Experts. Consultant will not
employ or otherwise incur an obligation to pay other consultants, specialists or experts for
services in connection with this Agreement without the prior written approval of the City.
10. Conflict of Interest.
A. Consultant covenants and represents that neither it, nor any officer or
principal of its firm, has, or shall acquire any investment, income, business entity, interest in real
property, or other interest, directly or indirectly, which would conflict in any manner with the
interests of City, hinder Consultant’s performance of services under this Agreement, or be
affected in any manner or degree by performance of Consultant's services hereunder. Consultant
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further covenants that in the performance of the Agreement, no person having any such interest
shall be employed by it as an officer, employee, agent, or subcontractor without the express
written consent of the City. Consultant agrees to at all times avoid conflicts of interest, or the
appearance of any conflicts of interest, with the interests of the City in the performance of the
Agreement.
B. Consultant is not a designated employee within the meaning of the
Political Reform Act because Consultant:
(1) will conduct research and arrive at conclusions with respect to its
rendition of information, advice, recommendation, or counsel independent of the control and
direction of the City or of any City official, other than normal contract monitoring; and
(2) possesses no authority with respect to any City decision beyond the
rendition of information, advice, recommendation, or counsel. (2 Cal. Code Regs.
§ 18700(a)(2).)
11. Liability of Members and Employees of City. No member of the City and no
other officer, elected official, employee or agent of the City shall be personally liable to
Consultant or otherwise in the event of any default or breach of the City, or for any amount
which may become due to Consultant or any successor in interest, or for any obligations directly
or indirectly incurred under the terms of this Agreement.
12. Indemnity.
A. Indemnification. To the fullest extent permitted by law (including without
limitation California Civil Code Sections 2782 and 2782.8), Consultant shall defend, indemnify,
and hold harmless the City, its officers, officials, employees, agents and volunteers (collectively,
“Indemnities”) from and against any and all claims, suits, expenses, liability, cause of action, loss,
cost, damage, injury (including, without limitation, economic harm, injury to or death of any
person, including an employee of Consultant or its sub consultants), of every kind, nature, and
description, at law or equity, (including without limitation, incidental and consequential damages,
court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert witnesses
incurred in connection therewith and costs of investigation) (collectively “Liabilities”), that arise
out of, pertain to, or relate to any negligence, recklessness, or willful misconduct of Consultant,
any sub consultant, anyone directly or indirectly employed or retained by them, or anyone that
they control. In the event one or more defendants is unable to pay its share of defense costs due to
bankruptcy or dissolution of the business, Consultant shall meet and confer with other parties
regarding unpaid defense costs. Consultant’s obligations to indemnify, defend, hold harmless the
Indemnitees shall not apply to the extent that such Liabilities are caused in whole or in part by the
sole negligence, active negligence, or willful misconduct of such Indemnitee but shall apply to all
other Liabilities, and in no event shall the cost to defend charged to consultant exceed Consultant’s
proportionate percentage of fault as set forth in California Civil Code section 2782.8
B. Scope of Obligation. Consultant’s duty to indemnify, protect, defend and hold
harmless as set forth in this Section 12 shall include the duty to defend (by counsel reasonably
satisfactory to the City) as set forth in California Civil Code § 2778. This indemnification
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obligation is not limited in any way by any limitation on the amount or type of damages or
compensation payable by or for Consultant under worker’s compensation, disability or other
employee benefit acts or the terms, applicability or limitations of any insurance held or provided
by Consultant and shall continue to bind the parties after termination/completion of this agreement.
This indemnification shall be regardless of and not in any way limited by the insurance
requirements of this contract. This indemnification is for the full period of time allowed by law
and shall survive the termination of this agreement. Consultant waives any and all rights to express
or implied indemnity against the Indemnified Parties concerning any Liability of the Consultant
arising out of or in connection with the Agreement or Consultant’s failure to comply with any of
the terms of this Agreement.
Consultant’s duty to indemnify, protect, defend and hold harmless as set forth in this Section 12
shall not be excused because of the Consultant’s inability to evaluate Liability, or because the
Consultant evaluates Liability and determines that the Consultant is not or may not be liable. The
Consultant must respond within thirty (30) calendar days to any tender by the City, unless the time
for responding has been extended by an authorized representative of the City in writing. If the
Consultant fails to timely accept such tender, in addition to any other remedies authorized by law,
as much of the money due or that may become due to the Consultant under this Agreement as shall
reasonably be considered necessary by the City may be retained by the City until disposition has
been made of the matter subject to tender, or until the Consultant accepts the tender, whichever
occurs first. Consultant agrees to fully reimburse all costs, including but not limited to attorney’s
fees and costs and fees of litigation incurred by the City in responding to matters prior to
Consultant’s acceptance of the tender. In no event shall the cost to defend charged to the Consultant
exceed the Consultant’s proportionate percentage of fault as set forth in California Civil Code
2782.
13. Consultant Not an Agent of City. Consultant, its officers, employees and agents
shall not have any power to bind or commit the City to any decision.
14. Independent Contractor. It is expressly agreed that Consultant, in the
performance of the work and services agreed to be performed by Consultant, shall act as and be
an independent contractor and not an agent or employee of City; and as an independent
contractor, Consultant shall obtain no rights to retirement benefits or other benefits which accrue
to City’s employees, and Consultant hereby expressly waives any claim it may have to any such
rights.
15. Compliance with Laws.
A. General. Consultant shall use the standard of care in its profession to
comply with all applicable federal, state, and local laws, codes, ordinances, and regulations.
Consultant represents and warrants to City that it has and shall, at its sole cost and expense, keep
in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance
and approvals which are legally required for Consultant to practice its profession. Except as
otherwise allowed by City in its sole discretion, Consultant and all subconsultants shall have
acquired, at their expense, a business license from City in accordance with Chapter 5.04 of the
Rohnert Park Municipal Code prior to City's issuance of an authorization to proceed with the
Services. Such license(s) must be kept valid throughout the term of this Agreement. The City is
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not responsible or liable for Consultant's failure to comply with any or all of the requirements
contained in this paragraph.
B. Workers’ Compensation. Consultant certifies that it is aware of the
provisions of the California Labor Code which require every employee to be insured against
liability for workers’ compensation or to undertake self-insurance in accordance with the
provisions of that Code, and Consultant certifies that it will comply with such provisions before
commencing performance of the Agreement and at all times in the performance of the
Agreement.
C. Prevailing Wage. Consultant and Consultant’s subconsultants (if any)
shall, to the extent required by the California Labor Code, pay not less than the latest prevailing
wage rates to workers and professionals as determined by the Director of Industrial Relations of
the State of California pursuant to California Labor Code, Part 7, Chapter 1, Article 2. Copies of
the applicable wage determination are on file at the City’s office of the City Clerk.
D. Injury and Illness Prevention Program. Consultant certifies that it is aware
of and has complied with the provisions of California Labor Code § 6401.7, which requires
every employer to adopt a written injury and illness prevention program.
E. City Not Responsible. City is not responsible or liable for Consultant’s
failure to comply with any and all of its requirements under this section and Agreement.
F. Waiver of Subrogation. Consultant and Consultant's insurance company
agree to waive all rights of subrogation against City, its officers, elected officials, employees,
agents and volunteers for losses paid under Consultant's workers' compensation insurance policy
which arise from the work performed by Consultant for the City.
16. Confidential Information. All data, documents, discussions or other information
developed or received by or for Consultant in performance of this Agreement are confidential
and not to be disclosed to any person except as authorized by the City, or as required by law.
17. Assignment; Subcontractors; Employees
A. Assignment. Consultant shall not assign, delegate, transfer, or convey its
duties, responsibilities, or interests in this Agreement or any right, title, obligation, or interest in
or to the same or any part thereof without the City's prior written consent. Any assignment
without such approval shall be void and, at the City's option, shall immediately cause this
Agreement to terminate.
B. Subcontractors; Employees. Consultant shall be responsible for
employing or engaging all persons necessary to perform the services of Consultant hereunder.
No subcontractor of Consultant shall be recognized by the City as such; rather, all subcontractors
are deemed to be employees of the Consultant, and Consultant agrees to be responsible for their
performance. Consultant shall give its personal attention to the fulfillment of the provisions of
this Agreement by all of its employees and subcontractors, if any, and shall keep the work under
its control. If any employee or subcontractor of Consultant fails or refuses to carry out the
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provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper
manner, it shall be discharged immediately from the work under this Agreement on demand of
the Project Manager.
18. Insurance. Without limiting consultant’s indemnification provided herein,
Consultant shall comply with the requirements set forth in Exhibit C to this Agreement.
19. Termination of Agreement; Default.
A. This Agreement and all obligations hereunder may be terminated at any
time, with or without cause, by the City upon 5-days’ written notice to Consultant.
B. If Consultant fails to perform any of its obligations under this Agreement
within the time and in the manner herein provided or otherwise violate any of the terms of this
Agreement, in addition to all other remedies provided by law, City may terminate this
Agreement immediately upon written notice. In such event, Consultant shall be entitled to
receive as full payment for all services satisfactorily rendered and expenses incurred hereunder,
an amount which bears the same ratio to the total fees specified in the Agreement as the services
satisfactorily rendered hereunder by Consultant bear to the total services otherwise required to be
performed for such total fee; provided, however, that the City shall deduct from such amount the
amount of damages, if any, sustained by City by virtue of the breach of the Agreement by
consultant.
C. In the event this Agreement is terminated by City without cause,
Consultant shall be entitled to any compensation owing to it hereunder up to the time of such
termination, it being understood that any payments are full compensation for services rendered
prior to the time of payment.
D. Upon termination of this Agreement with or without cause, Consultant
shall turn over to the City Manager immediately any and all copies of studies, sketches,
drawings, computations, and other data, whether or not completed, prepared by Consultant or its
subcontractors, if any, or given to Consultant or its subcontractors, if any, in connection with this
Agreement. Such materials shall become the permanent property of the City. Consultant,
however, shall not be liable for the City's use of incomplete materials nor for the City's use of
complete documents if used for other than the project contemplated by this Agreement.
20. Suspension. The City shall have the authority to suspend this Agreement and the
services contemplated herein, wholly or in part, for such period as it deems necessary due to
unfavorable conditions or to the failure on the part of the Consultant to perform any provision of
this Agreement. Consultant will be paid for satisfactory Services performed through the date of
temporary suspension.
21. Merger; Amendment. This Agreement constitutes the complete and exclusive
statement of the agreement between the City and Consultant and shall supersede all prior
negotiations, representations, or agreements, either written or oral. This document may be
amended only by written instrument, signed by both the City and Consultant. All provisions of
this Agreement are expressly made conditions.
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22. Interpretation. This Agreement shall be interpreted as though it was a product of a
joint drafting effort and no provisions shall be interpreted against a party on the ground that said
party was solely or primarily responsible for drafting the language to be interpreted.
23. Litigation Costs. If either party becomes involved in litigation arising out of this
Agreement or the performance thereof, the court in such litigation shall award reasonable costs
and expenses, including attorneys’ fees, to the prevailing party. In awarding attorneys’ fees, the
court will not be bound by any court fee schedule, but shall, if it is in the interest of justice to do
so, award the full amount of costs, expenses, and attorneys’ fees paid or incurred in good faith.
24. Time of the Essence. Time is of the essence of this Agreement.
25. Written Notification. Any notice, demand, request, consent, approval or
communication that either party desires or is required to give to the other party shall be in
writing and either served personally or sent by prepaid, first class mail. Any such notice,
demand, etc. shall be addressed to the other party at the address set forth below. Either party
may change its address by notifying the other party of the change of address. Notice shall be
deemed communicated within 72 hours from the time of mailing if mailed as provided in this
section.
If to City: City Manager
City of Rohnert Park - City Hall
130 Avram Avenue
Rohnert Park, CA 94928
If to Consultant: RailPros, Inc.
15265 Alton Parkway, Suite 140
Irvine, CA 92618
ATTN: Karen Hankinson, P.E., T.E.
26. Consultant’s Books and Records.
A. Consultant shall maintain any and all ledgers, books of account, invoices,
vouchers, canceled checks, and other records or documents evidencing or relating to charges for
services, or expenditures and disbursements charged to the City and all documents and records
which demonstrate performance under this Agreement for a minimum period of three (3) years,
or for any longer period required by law, from the date of termination or completion of this
Agreement.
B. Any records or documents required to be maintained pursuant to this
Agreement shall be made available for inspection or audit, at any time during regular business
hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated
representative of any of these officers. Copies of such documents shall be provided to the City
for inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed
upon, the records shall be available at Consultant’s address indicated for receipt of notices in this
Agreement.
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C. The City may, by written request by any of the above-named officers,
require that custody of the records be given to the City and that the records and documents be
maintained in the City Manager’s office.
27. Agreement Binding. The terms, covenants, and conditions of this Agreement
shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and
subcontractors of both parties.
28. Equal Employment Opportunity. Consultant is an equal opportunity employer
and agrees to comply with all applicable state and federal regulations governing equal
employment opportunity. Consultant will not discriminate against any employee or applicant for
employment because of race, age, sex, creed, color, sexual orientation, marital status or national
origin. Consultant will take affirmative action to ensure that applicants are treated during such
employment without regard to race, age, sex, creed, color, sexual orientation, marital status, or
national origin. Such action shall include, but shall not be limited to, the following:
employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; lay-offs or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. Consultant further agrees to post in conspicuous places, available to employees
and applicants for employment, notices setting forth the provisions of this nondiscrimination
clause.
29. City Not Obligated to Third Parties. The City shall not be obligated or liable for
payment hereunder to any party other than the Consultant.
30. Waiver. No failure on the part of either party to exercise any right or remedy
hereunder shall operate as a waiver of any other right or remedy that party may have hereunder.
31. Severability. If any one or more of the provisions contained herein shall for any
reason be held to be invalid, illegal or unenforceable in any respect, then such provision or
provisions shall be deemed severable from the remaining provisions hereof, and such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had not been contained
herein.
32. Exhibits. The following exhibits are attached to this Agreement and incorporated
herein by this reference:
A. Exhibit A: Scope of Work and Schedule of Performance
B. Exhibit B: Compensation
C. Exhibit C: Insurance Requirements
33. Execution. This Agreement may be executed in several counterparts, each of
which shall constitute one and the same instrument and shall become binding upon the parties
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when at least one copy hereof shall have been signed by both parties hereto. In approving this
Agreement, it shall not be necessary to produce or account for more than one such counterpart.
34. News Releases/Interviews. All Consultant and subconsultant news releases,
media interviews, testimony at hearings and public comment shall be prohibited unless expressly
authorized by the City.
35. Applicable Law; Venue. This Agreement shall be construed and interpreted
according to California law. In the event that suit shall be brought by either party hereunder, the
parties agree that trial of such action shall be held exclusively in a state court in the County of
Sonoma, California.
36. Authority. Each individual executing this Agreement on behalf of one of the
parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of
such party and that this Agreement is binding on such party in accordance with its terms.
37. STATEMENT OF ECONOMIC INTEREST. If City determines Consultant
comes within the definition of Consultant under the Political Reform Act (Government Code
§87100), Consultant shall complete and file and shall require any other person doing work under
this Agreement to complete and file a “Statement of Economic Interest” with the Clerk of the
City of Rohnert Park disclosing Consultant and/or such other person’s financial interests.
IN WITNESS WHEREOF, the City and Consultant have executed this Agreement as of the date
first above written.
CITY OF ROHNERT PARK
RAILPROS, INC.
By:__________________________________
Darrin Jenkins, City Manager
By:
Name:_______________________________
Title:
Date: Date:
Per Resolution No. 2019-___ adopted or Minute Order
approved by the Rohnert Park City Council at its
meeting of October 8, 2019.
ATTEST:
APPROVED AS TO FORM:
By: __________________________________
City Clerk
By:__________________________________
City Attorney
Vanessa Marin Garrett, P.E. August 20, 2019
Deputy City Engineer
City of Rohnert Park
130 Avram Avenue
Rohnert Park, CA, 94928
SUBJECT: PROPOSAL TO PROVIDE GRADE CROSSING EVALUATION, PRELIMINARY DESIGN AND
RAILROAD COORDINATION
Golf Course Drive Crossing, DOT #974317G, MP 48.50
Rohnert Parkway Expressway Crossing, DOT #498674W, MP 47.40
Southwest Boulevard Crossing, DOT #498675D, MP 46.80
SMART Mainline Subdivision
Rohnert Park, CA
Dear Ms. Garrett,
Per your request, RailPros is pleased to provide you the attached scope of work and fee schedule to
provide grade crossing evaluation, preliminary design and cost estimate, and railroad coordination for
three crossings in Rohnert Park, California. It is our understanding that the City would like our assistance
in evaluating the crossings for potential vehicular, bicycle, and pedestrian enhancement
recommendations. Once recommendations are determined, RailPros would develop conceptual grade
crossing plans, a preliminary design and construction estimate and provide coordination support with
SMART and CPUC to conduct a field diagnostic meeting at each crossing.
As part of our work, RailPros proposes to evaluate each crossing through field investigations, a collection
of traffic counts and video survey data and completing vehicular, pedestrian, and bicycle analysis at the
crossings. This data will allow RailPros to analyze the existing traffic operations, evaluate existing
vehicular, pedestrian and bicycle behaviors and review existing railroad preemption operations to
determine what improvements should be recommended at the three crossings and their adjacent
signalized intersections. Possible recommendations include:
• Traffic and railroad signalization improvements including the addition of pre-signals, queue-
cutter signals, street lighting, and traffic signal timing and railroad preemption modifications
• Signage, striping and pavement marking improvements
• Street improvements including sidewalk, raised median, and curb and gutter modifications
• Channelization, fencing and other methods to control and channelize pedestrians
RailPros will assist the City will coordinating and meeting with the CPUC, SMART, and project stakeholders
at a field diagnostic meeting at each crossing to discuss the proposed recommended improvements. Based
on the recommended improvements, RailPros will develop a preliminary cost estimate for design and
construction for each crossing.
Thank you for the opportunity to work with you on this project. If you have any questions, feel free to
contact me.
Sincerely,
Karen Hankinson, P.E., T.E.
Vice President
11 of 20
GRADE CROSSING EVALUATION, PRELIMINARY DESIGN AND RAILROAD
COORDINATION SUPPORT
Golf Course Drive Crossing, DOT #974317G
Rohnert Parkway Expressway Crossing, DOT #498674W
Southwest Boulevard Crossing, DOT #498675D
Rohnert Park, CA
Scope of Work
TASK 1.0: DATA COLLECTION, VIDEO SURVEY, AND GRADE CROSSING ANALYSIS
For complete project understanding, RailPros will need to coordinate with the City to collect and review
the existing traffic operations at the crossings and adjacent signalized intersections. Also, RailPros will
need to coordinate with SMART to collect and review existing railroad signal system information for each
crossing for complete understanding of any interconnected systems.
The proximity of adjacent signalized intersections, ped/bike trails and railroad stations to the crossings
adds to the complexity of how to best manage traffic flow at the crossings. RailPros recommends that
traffic counts including vehicle, pedestrian, and bicycle counts be collected at the crossings and adjacent
signalized intersections. Vehicle counts collected should include vehicle classifications including ADTs at
the crossings and AM and PM peak hour vehicular turning movement counts at the adjacent signalized
intersections to evaluate current daily traffic patterns.
Based on our experience in designing other grade crossings in congested urban environments, we are
aware that traffic is completely dynamic. While traffic counts measure the number of vehicles on each
approach, visiting each crossing and watching the traffic patterns gives you a more complete
understanding of:
• vehicle queue lengths
• platoon patterns and speeds
• driveway access conflicts
• pedestrian and bicycle activity and hazards
• driver behaviors
• vehicle separation
• RR Preemption duration and impact to traffic platoons
As such, in addition to gathering preliminary data thru traffic counts, we are recommending that video
survey and field site visits be conducted at and near the crossings. We recommend a multi-day, 24-hour
video survey for 2 weekdays and one weekend day be completed. We have successfully conducted similar
surveys at other urban crossings and have observed traffic issues that would have otherwise gone
unnoticed. This will help to objectively establish the need for any queue prevention strategies at the
grade crossings to prevent queuing on tracks and help gain consensus among project stakeholders for all
proposed vehicular, pedestrian, and bicycle recommendations.
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RailPros Activities
• Collect and Review Existing Traffic and Railroad Operations Data for the Crossings and adjacent
Signalized Intersections
• RailPros will participate in one (1) project meeting with City Staff and project team to kick-off the
project and gain a more thorough project understanding.
• Collect traffic counts including ADTs, AM and PM peak hour vehicular turning movement counts,
bicycle, and pedestrian counts at each crossing.
• Site Visit each crossing
• Perform Video Survey for 2 weekdays and one weekend day at each crossing.
• Review the video data for the 3 AM and 3 PM Peak hours of each weekday and 8 hours of the
weekend at each crossing.
• Compile and summarize data, detailing the observance of vehicle queuing at the crossings and
any vehicle, pedestrian and bicycle crossing violations observed during railroad preemption
events. Provide vehicular, bicycle, and pedestrian recommended improvements at the crossings
and adjacent signalized intersections, where applicable.
Task Deliverables
• Traffic Counts
• Video Survey Data
• One Letter Report Summary including Field Site Visit, Video Survey and Traffic Count Results and
Analysis to determine the need for vehicular, bicycle, and pedestrian improvements and
recommended enhancements at the crossings and adjacent signalized intersections
TASK 2.0: CONCEPTUAL DESIGN
Using our findings in Task 1.0, RailPros will prepare a conceptual grade crossing plan for each crossing
including grade crossing, signing and striping and traffic signal design improvements at the grade crossing
and adjacent signalized intersections (if applicable). Based on Task 1.0 findings, we will detail solutions to
the unique geometric and operational characteristics at each crossing. The concept plan will detail the
proposed design and operations at the grade crossing and the nearby signalized intersection(s).
Depending on our field observations, video survey, and traffic count findings, it will be determined if any
queue prevention strategies and other vehicle, pedestrian, and bicycle improvements are needed.
RailPros Activities
• Prepare conceptual design configuration and operational plan for each crossing. Traffic signal
phasing plan to include proposed operations at all adjacent interconnected signalized
intersections.
• Participate in one (1) conference call working session with City Staff to review the proposed
operations and concept plans.
• Participate in one (1) project meeting with City and SMART to review existing findings and
proposed enhancements in an effort to build project consensus.
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Task Deliverables
• Concept Plan and Operations
TASK 3.0: CPUC COORDINATION AND DIAGNOSTIC MEETING SUPPORT
Whenever modifications are proposed at a public grade crossing in California, the California Public Utilities
Commission (CPUC) needs to be included in the design process, as the regulatory authority in the state.
Once we have project consensus with the stakeholders in Task 2.0, RailPros will contact the CPUC and set
up a crossing diagnostic meeting with all the stakeholders to review the completed field observations,
video survey, and traffic count findings and the project team recommendations regarding the proposed
crossing modifications.
RailPros Activities
• Coordinate and Lead CPUC Crossing Diagnostic Meeting for each crossing – set up meeting, lead
meeting and prepare meeting minutes.
• Work with CPUC to gain consensus regarding the proposed crossing improvements and
operations.
Task Deliverables
• CPUC Diagnostic Meeting Minutes for each crossing
TASK 4.0: PRELIMINARY DESIGN AND CONSTRUCTION ESTIMATE
Using our findings in Task 2.0 and 3.0, RailPros will prepare preliminary design and construction estimates
for each crossing including proposed grade crossing (including railroad signal and track), civil, utility,
signing and striping and traffic signal design improvements at the grade crossing and adjacent signalized
intersections (if applicable).
RailPros Activities
• Prepare preliminary design and construction estimate for each crossing (up to 2 iterations).
Estimate to include all proposed crossing improvements.
Task Deliverables
• Preliminary design and construction estimates for each crossing
Fee
RailPros proposes to complete this task order on a time and materials basis, in accordance with the
current rates, terms and conditions of the Contract. The fee breakdown for this scope is shown in the
table on the next page.
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of
20
EXHIBIT C
INSURANCE REQUIREMENTS for Consultant Services Agreement
Re: Railroad Grade Crossing Safety Evaluation
Prior to the beginning of and throughout the duration of the Work, Consultant will maintain insurance in
conformance with the requirements set forth below. Consultant will use existing coverage to comply with
these requirements. If that existing coverage does not meet the requirements set forth here, Consultant
agrees to amend, supplement or endorse the existing coverage to do so. Consultant acknowledges that the
insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage
required. Any insurance proceeds available to City in excess of the limits and coverage required in this
agreement and which is applicable to a given loss, will be available to City.
Consultant shall provide the following types and amounts of insurance:
General Liability Insurance using Insurance Services Office "Commercial General Liability” policy form
CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross
liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no
event less than $2,000,000 (Two Million Dollars) per occurrence.
Business Auto Coverage on ISO Business Auto Coverage form CA 0001 including symbol 1 (Any Auto)
or the exact equivalent. Limits are subject to review, but in no event to be less than $2,000,000 (Two Million
Dollars) per accident. If Consultant owns no vehicles, this requirement may be satisfied by a non-owned
auto endorsement to the general liability policy described above. If Consultant or Consultant's employees
will use personal autos in any way on this project, Consultant shall provide evidence of personal auto
liability coverage for each such person.
Workers Compensation on a state-approved policy form providing statutory benefits as required by law
with employer's liability limits no less than $1,000,000 (One Million Dollars) per accident or disease.
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide
coverage at least as broad as specified for the underlying coverages. Any such coverage provided under
an umbrella liability policy shall include a drop down provision providing primary coverage above a
maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella.
Coverage shall be provided on a "pay on behalf” basis, with defense costs payable in addition to policy
limits. Policy shall contain a provision obligating insurer at the time insured's liability is determined, not
requiring actual payment by the insured first. There shall be no cross liability exclusion precluding
coverage for claims or suits by one insured against another. Coverage shall be applicable to City for
injury to employees of Consultant, subconsultants or others involved in the Work. The scope of coverage
provided is subject to approval of City following receipt of proof of insurance as required herein. Limits
are subject to review but in no event less than $2,000,000 (Two Million Dollars) per occurrence.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form
coverage specifically designed to protect against acts, errors or omissions of the consultant and "Covered
Professional Services" as designated in the policy must specifically include work performed under this
agreement. The policy limit shall be no less than $2,000,000 (Two Million Dollars) per claim and in the
aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the
insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement.
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Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers
in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII.
General conditions pertaining to provision of insurance coverage by Consultant. Consultant and City agree
to the following with respect to insurance provided by Consultant.
1. Consultant agrees to have its insurer endorse the third party general liability coverage required herein
to include as additional insureds the City, its officers, elected officials, employees, agents, and
volunteers using standard ISO endorsement No. CG 20 10 or an approved equivalent. If completed
operations coverage is excluded, the policy must be endorsed to include such coverage. Consultant
also agrees to require all contractors, and subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall prohibit Consultant,
or Consultant's employees, or agents, from waiving the right of subrogation prior to a loss. Consultant
agrees to waive subrogation rights against City regardless of the applicability of any insurance
proceeds, and to require all contractors and subcontractors to do likewise.
3. The worker’s compensation policy is to be endorsed with a waiver of subrogation. The insurance
company, in its endorsement, agrees to waive all rights of subrogation against the City, its officers,
elected officials, employees, agents, and volunteers for losses paid under the terms of this policy
which arise from the work performed by the named insured for the City.
4. All insurance coverage and limits provided by Contractor and available or applicable to this
agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement
or any other agreement relating to the City or its operations limits the application of such insurance
coverage.
5. None of the coverages required herein will be in compliance with these requirements if they include
any limiting endorsement of any kind that has not been first submitted to City and approved of in
writing.
6. No liability policy shall contain any provision or definition that would serve to eliminate so-called
"third party action over" claims, including any exclusion for bodily injury to an employee of the
insured or of any contractor or subcontractor.
7. All coverage types and limits required are subject to approval, modification and additional
requirements by the City, as the need arises. Consultant shall not make any reductions in scope of
coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect
City's protection without City's prior written consent.
8. Proof of compliance with these insurance requirements, consisting of certificates of insurance
evidencing all of the coverages required and an additional insured endorsement to Consultant's
general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In
the event such proof of any insurance is not delivered as required, or in the event such insurance is
canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to
obtain any insurance it deems necessary to protect its interests under this or any other agreement and
to pay the premium. Any premium so paid by City shall be charged to and promptly paid by
Consultant or deducted from sums due Consultant, at City option.
17 of 20
9. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of
coverage. Consultant agrees to require its insurer to modify such certificates to delete any exculpatory
wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation,
or that any party will "endeavor" (as opposed to being required) to comply with the requirements of
the certificate.
10. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided
by Consultant or any subcontractor, is intended to apply first and on a primary, noncontributing basis
in relation to any other insurance or self insurance available to City.
11. Consultant agrees to ensure that subcontractors, and any other party involved with the project who is
brought onto or involved in the project by Consultant, provide the same minimum insurance coverage
required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the requirements of this
section. Consultant agrees that upon request, all agreements with subcontractors and others engaged
in the project will be submitted to City for review.
12. Consultant agrees not to self-insure or to use any self-insured retentions or deductibles on any portion
of the insurance required herein and further agrees that it will not allow any contractor, subcontractor,
Architect, Engineer or other entity or person in any way involved in the performance of work on the
project contemplated by this agreement to self-insure its obligations to City. If Consultant's existing
coverage includes a deductible or self-insured retention, the deductible or self-insured retention must
be declared to the City. At that time the City shall review options with the Consultant, which may
include reduction or elimination of the deductible or self-insured retention, substitution of other
coverage, or other solutions.
13. The City reserves the right at any time during the term of the contract to change the amounts and
types of insurance required by giving the Consultant ninety (90) days advance written notice of such
change. If such change results in substantial additional cost to the Consultant, the City will negotiate
additional compensation proportional to the increased benefit to City.
14. For purposes of applying insurance coverage only, this Agreement will be deemed to have been
executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance
of or towards performance of this Agreement.
15. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any insurance requirement in no way imposes any additional
obligations on City nor does it waive any rights hereunder in this or any other regard.
16. Consultant will renew the required coverage annually as long as City, or its employees or agents face
an exposure from operations of any type pursuant to this agreement. This obligation applies whether
or not the agreement is canceled or terminated for any reason. Termination of this obligation is not
effective until City executes a written statement to that effect.
17. Consultant shall provide proof that policies of insurance required herein expiring during the term of
this Agreement have been renewed or replaced with other policies providing at least the same
coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A
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coverage binder or letter from Consultant's insurance agent to this effect is acceptable. A certificate
of insurance and/or additional insured endorsement as required in these specifications applicable to
the renewing or new coverage must be provided to City within five days of the expiration of the
coverages.
18. The provisions of any workers' compensation or similar act will not limit the obligations of Consultant
under this agreement. Consultant expressly agrees not to use any statutory immunity defenses under
such laws with respect to City, its officers, elected officials, employees, agents, and volunteers.
19. Requirements of specific coverage features or limits contained in this section are not intended as
limitations on coverage, limits or other requirements nor as a waiver of any coverage normally
provided by any given policy. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue, and is not intended by any party or insured to be
limiting or all-inclusive.
20. These insurance requirements are intended to be separate and distinct from any other provision in this
agreement and are intended by the parties here to be interpreted as such.
21. The requirements in this Section supersede all other sections and provisions of this Agreement to the
extent that any other section or provision conflicts with or impairs the provisions of this Section.
22. Consultant agrees to be responsible for ensuring that no contract used by any party involved in any
way with the project reserves the right to charge City or Consultant for the cost of additional insurance
coverage required by this agreement. Any such provisions are to be deleted with reference to City. It
is not the intent of City to reimburse any third party for the cost of complying with these requirements.
There shall be no recourse against City for payment of premiums or other amounts with respect
thereto.
23. Consultant agrees to provide immediate notice to City of any claim or loss against Consultant arising
out of the work performed under this agreement. City assumes no obligation or liability by such
notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they
are likely to involve City.
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CERTIFICATE OF CONSULTANT
I HEREBY CERTIFY that I am the __________________________________, and a duly
authorized representative of the firm of _____________________________________,
whose address is ______________________________________________________, 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 to secure
this Agreement.
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 Agreement; or
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,
contribution, donation, or consideration of any kind for, or in connection with,
procuring or carrying out the Agreement;
Except as here expressly stated (if any);
I acknowledge that this certificate is subject to applicable State and Federal laws, both
criminal and civil.
_________________ ___________________________________
Date Signature
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