HomeMy WebLinkAbout25A - AGMT - GO LOCAL STEP 2REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
JUNE 8, 2009
TITLE
CONSULTANT AGREEMENT WITH
CINDY KREBS CONSULTING, INC.
FOR GO LOCAL PROGRAM STEP 2
PROGRAM MANAGEMENT (PROJECT
09-2505-C)
1 CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
^ As Recommended
^ As Amended
^ Ordinance on 1`` Reading
^ Ordinance on 2rtl Reading
^ Implementing Resolution
^ Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute the
attached agreement with Cindy Krebs Consulting, Inc. in the amount of
$288,000, to function as the City of Santa Ana's Program Transit Manager
for the Go Local Program Step 2 technical analysis for the Santa Ana and
Garden Grove modern streetcar project, subject to non-substantive
changes approved by the City Manager and City Attorney.
DISCUSSION
As you are aware, on May 12, 2008, the OCTA Board allocated $5.9 million
in Step 2 funding to Santa Ana for the modern streetcar transit concept
for detailed planning, preliminary design, alternatives analysis,
financial planning and environmental work. Additionally, on April 20, t1,~z!'~n~r,;~
2009, Council authorized staff to negotiate an agreement ~~--zoz~ob~-,.i~ ~
Eea-tom to conduct the Step 2 analysis and return to City Council for~V'~~'~
final approval of the consultant team and contract fee. ''~'~
Further, on March 23, 2009, the OCTA Board approved the City's funding
request for $3 million to develop a concept Master Site Plan for the
Santa Ana Regional Transportation Center (SARTC) and grade separation of
Santa Ana Boulevard. The SARTC Master Plan envisions new station areas,
additional parking and improved bus, pedestrian and bicycle access. The
study also includes completion of preliminary engineering and
environmental clearances for both the grade separation of Santa Ana
Boulevard and SARTC Master Site Plan. It should be noted that both the
Step 2 analysis and the SARTC Master Site Plan will take approximately 24
months to complete.
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Cindy Krebs Consulting, Inc.
JUNE 8, 2009
Page 2 of 3
The City requires professional assistance from a Program Transit Manager
Consultant (PTMC) to take the Go Local Transit Vision from concept to
completion. The PTMC will work closely with the City's Project Manager
and other key City, OCTA and consultant staff assigned to the Go Local
Project . The PTMC shall commit at least 50 percent of her time to the
management of the project on a monthly basis. It is anticipated that
Consultant services will be required for a minimum of two years, however,
the agreement includes an option for services for one additional year.
The Consultant will function as an extension of staff to provide
oversight and direction to the modern streetcar consultant team and other
consultants selected to assist the City with key deliverables and
implementation of the Go Local Transit Vision. PTMC will also serve as
the primary liaison between the City and external agencies (e.g., OCTA,
FTA, Caltrans and MTA etc.) and primary point of contact for the Public
Works Agency on transit related matters. Tasks include meeting
attendance, development of written correspondence including memos,
letters, staff reports and presentations to the Santa Ana City Council
and OCTA Board, preparation of meeting minutes, and meeting agendas,
program oversight, contract administration, and written and oral progress
reports to City's Project Manager and other key City staff.
Staff has been working closely with Cindy Krebs of Cindy Krebs
Consulting, Inc. for the past year on various transit-related issues
including the Go Local Program. She has proven to be a very qualified
and extremely competent professional that we highly recommend for this
service.
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
FISCAL IMPACT
The Program Transit Manager's compensation will be a maximum of $12,000
per month. This position would be funded from the $5.9 million and $3
million that the City received from OCTA for the Go Local Step 2
analysis and SARTC Master Plan expansion study, respectively. Funds are
available in the Measure M - Street Construction Fund (account no. 32-
553-6631, project 09-2505-C).
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Cindy Krebs Consulting, Inc.
June 8, 2009
Page 3 of 3
_...~„~
/ ~+ ~ r
~-'
ames G. Ross
Executive Director
Public Works Agency
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director
Finance & Mgmt. Services Agency
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AGREEMENT BETWEEN THE
CITY OF SANTA ANA AND
CINDY KREBS CONSULTING, INC.
THIS AGREEMENT, made and entered into this day of June, 2009 by and between
the Cindy Krebs Consulting, Inc., a California Corporation (hereinafter "Consultant"), and the
City of Santa Ana, a charter city and municipal corporation organized and existing under the
Constitution and laws of the State of California (hereinafter "City").
RECITALS
A. The City desires to retain a consultant having special skills and knowledge to assist the
City to advance its Go Local Project Transit Vision from concept to completion.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall supplement City staff by serving as a Program Transit Manager Consultant
("PTMC") working closely with the City's Project Manager and other key City, OCTA and
consultant staff assigned to the Go Local Program. The PTMC shall commit at least twenty
(20) hours per week of her time to the management of the project on a monthly basis. The
PTMC will provide oversight and direction to the modern streetcar consultant team and other
consultants selected to assist the City with key deliverables and implementation of the Go Local
Transit Vision. Consultant will also serve as the primary liaison between the City and external
agencies such as OCTA, CalTrans, etc., and be the primary point of contact for the Public
Works Agency on transit related matters.
Tasks include meeting attendance, development of written correspondence including memos,
letters, staff reports, and presentations to the City Council and OCTA Board, preparation of
meeting minutes, agendas, program oversight, contract administration, aswell as written and
oral progress reports to the City's Project Manager and key City staff. Consultant shall perform
all services listed in Exhibit A, attached hereto and incorporated herein.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
Twelve Thousand Dollars ($12,000) per month. The hourly rate of payment is $138.60. The
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total sum to be expended under this Agreement during its two (2) year term, shall not exceed
Two Hundred Eighty Eight Thousand Dollars ($288,000.00).
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
3. TERM
The term of this Agreement shall be two (2) years, with aone-year option to extend,
exercisable upon agreement of both parties.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor
shall it be construed to create anemployer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Consultant performs the services which are the subject matter of this Agreement; however, the
services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Consultant shall pay all salaries and
wages, employer's social security taxes, unemployment insurance and similar taxes relating to
employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents, volunteers and
representatives as additional insureds) and shall include, but not be limited to protection against
claims arising from bodily and personal injury, including death resulting therefrom and damage
to property, resulting from any act or occurrence arising out of Consultant's operations in the
performance of this Agreement, including, without limitation, acts involving vehicles. The
amounts of insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property damage, in the total
amount of $1,000,000 per occurrence.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non-owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to commencing the
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performance of the work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. RESERVED.
e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be cancelled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
f. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
for personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section 1 of this Agreement; and (2) from any claim that personal injury, damages, just
compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
have been suffered, by reason of the events referred to in this Section or by reason of the terms
of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
harmless, and pay all costs for the defense of the City, including fees and costs for special
counsel to be selected by the City, regarding any action by a third party challenging the validity
of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
effects arising from this Agreement. City may make all reasonable decisions with respect to its
representation in any legal proceeding.
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7. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees
that it shall not use or disclose such information except in the performance of this Agreement,
and further agrees to exercise the same degree of care it uses to protect its own information of
like importance, but in no event less than reasonable care. "Confidential Information" shall
include all nonpublic information. Confidential information includes not only written
information, but also information transferred orally, visually, electronically, or by other means.
Confidential information disclosed to either party by any subsidiary and/or agent of the other
party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the Consultant without
reference to information disclosed by the City.
8. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702-1988
telefacsimile (714) 647-6956
With courtesy copies to:
Executive Director
Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. BOX 1988
Santa Ana, California 92702-1988
telefacsimile (714) 647-5622
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and,
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Consultant:
Cindy Krebs Consulting, Inc.
26 Calais
Newport Coast, CA 92657
Phone: 949-212-2461
Attn: Cindy Krebs
A party may change its address by giving notice in writing to the other party. Thereafter,
any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address. If sent by mail, any notice, tender, demand, delivery, or other
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or
other communication shall be effective or deemed to have been given twenty-four (24) hours
after the time set forth on the transmission report issued by the transmitting facsimile machine,
addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
state, County or City holidays shall be excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Consultant. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor
the City. Each party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
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shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other consultants retained by City.
12. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination,
subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver
to the City all work product completed as of such date, and in such case such work product shall be
the property of the City unless prohibited by law, and Consultant consents to the City's use thereof
for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
13. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
14. JURISDICTION -VENUE
This Agreement and all questions relating to its validity, interpretation, performance, and
enforcement shall be government and construed in accordance with the laws of the State of
California. This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason of this Agreement.
15. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana and all other governmental agencies. Consultant shall notify the City
immediately and in writing of her inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
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16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
PATRICIA E. HEALY
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
By:
Lisa E. Storck
Assistant City Attorney
CITY OF SANTA ANA:
DAVID N. REAM
City Manager
RECOMMENDED FOR APPROVAL: CONSULTANT
James G. Ross
Executive Director
Public Works Agency
City of Santa Ana
Cindy Krebs Consulting, Inc.
Cindy Krebs
Employer ID #
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EXHIBIT A
Scope of Work
Santa Ana Transit Program Management
The City of Santa Ana requires professional assistance to take its Go Local Transit Vision from
concept to completion. Serving as the City of Santa Ana's Transit Program Manager, Cindy
Krebs Consulting, Inc. will provide the following services:
1. Lead a citywide team to develop and deliver the three projects which comprise Santa
Ana's Go Local Transit Vision:
• Modern Streetcar -Implementation of a modern streetcar between the SARTC and
Civic Center and Harbor Boulevard to connect to the planned Bristol Street,
Westminster, and Harbor Boulevard bus rapid transit (BRT) lines.
• SARTC Expansion -Expansion of the SARTC and grade separation of Santa Ana
Boulevard to support the expansion of Metrolink services in 2009, the modern street car, and
planned BRT, newly expanded SARTC would provide new station areas, additional parking,
bus, pedestrian, and bicycle access all integrated into transit-oriented development on and
adjacent to the SARTC site.
• Multi-Modal Use of the PE ROW -The PE ROW would transform from an
abandoned linear corridor into a dynamic multi-modal transportation facility that
integrates the modern streetcar, BRT, autos, bicycles, and pedestrians.
Transportation options include development of an arterial street, extension of the
streetcar and an interchange to the arterial street at SR-22.
2. Attend as requested and track meetings at the Orange County Transportation Authority
(OCTA) and represent the City at the following OCTA meetings and prepare meeting
summaries for each:
• Board of Directors
• Transportation 2020 Committee
• Transit Committee
• Rail Technical Advisory Committee
3. Host weekly meeting with the City's Go Local Project Manager and transit program team
to:
• Discuss project status
• Identify issues
• Develop solutions
• Provide process support
4. Attend bi-weekly meetings with the Executive Director, Public Works Agency and the
Engineering Services Manager/City Engineer to discuss project status and address
issues
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5. Provide oversight and direction to the Modern Streetcar (Fixed Guideway) consultant
team and any other consultants selected to assist the City with key deliverables and
implementation of the Go Local Transit Vision.
6. Serve as the primary point of contact with the Mayor and City Council on transit-related
issues
7. Serve as the primary liaison between the City and the following external agencies on
transit-related matters:
• OCTA
• Federal Transit Administration (FTA)
• Caltrans
• Los Angeles MTA
• Neighboring jurisdictions
• Business community
• General public
8. Develop milestone schedules for each of the Go Local Transit Vision projects and
provide updates at key milestones to:
• Santa Ana City Council
• Transportation Council Committee
• Environmental and Transportation Advisory Committee
• Planning Commission, as appropriate
9. Support and coordinate with other City departments (e.g., Community Development,
Planning and Building) on issues and opportunities related to the Go Local Transit Vision
and SARTC expansion project.
10. Advise the City on matters related to transit policy, funding, program requirements, and
implementation strategies
to
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EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy
# relating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California
92702; its officers, employees, agents and volunteers are named as additional insureds
("additional insureds") with regard to liability and defense of suits arising from the
operations and uses performed by or on behalf of the named insured.
2. With respect to claims arising out of the operations and uses performed by
or on behalf of the named insured, such insurance as is afforded by this policy is
primary and is not additional to or contributing with any other insurance carried by or for
the benefit of the additional insureds.
3. This insurance applies separately to each insured against whom claim is
made or suit is brought except with respect to the company's limits of liability. The
inclusion of any person or organization as an insured shall not affect any right which
such person or organization would have as a claimant if not so included.
4. With respect to the additional insureds, this insurance shall not be
canceled, or materially reduced in coverage or limits except after thirty (30) days written
notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana,
California 92702.
(Completion of the following, including countersignature, is required to make this
endorsement effective.)
Effective
Policy #
Issued to
Countersigned by
Named Insured
this endorsement form as a part of
Authorized Representative
ii
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