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2024 RESOLUTION NO. 202Li A RESOLUTION APPROVING THE SELECTION OF AN ENGINEERING FIRM AND APPROVING A PROFESSIONAL SERVICES AGREEMENT IN THE AMOUNT OF$536,927.00 FOR DESIGN AND ENGINEERING OF RAIL, ROAD AND UTILITY IMPROVEMENTS UNDER THE TIGER IV GRANT AGREEMENT,AND FOR OTHER PURPOSES. WHEREAS, Arkansas Code Annotated Section 19-11-801, et. seq., provides the procedure for the selection and negotiation of contracts for professional services, including professional engineering services; and WHEREAS, competitive bidding for the procurement of professional engineering services is prohibited; and WHEREAS, the City of West Memphis has been awarded a $10,953,244.00 grant agreement pursuant to the Transportation Investment Generating Economic Recovery, or TIGER Discretionary Grant program, for the design and construction of rail, road and utility improvements to the International Rail Port Logistics Park; and WHEREAS, Task 1 of the Scope of Work as set out in the TIGER IV grant requires preliminary engineering services for both the Federal Project and the associated Transload Facility; and WHEREAS, the City of West Memphis has selected CRS Advance LLC to provide the engineering services at a cost of$536,927.00 in accordance with the Professional Services Agreement attached hereto and incorporated herein by reference; and WHEREAS, the costs of the engineering services are to be paid by the City of West Memphis and subject to reimbursement by the Federal Government under the TIGER IV Grant Agreement; NOW, THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WEST MEMPHIS, ARKANSAS, that the selection of CRS Advance LLC to provide engineering services to the City of West Memphis for the design and engineering of rail, road and utility improvements to the International Rail Port Logistics Park is hereby approved and the Mayor and the City Clerk are hereby authorized to execute the Professional Services Agreement on behalf of the City of West Memphis for the professional services to be provided by CRS Advance LLC. ADOPTED this I g day of April, 2013. WILLIAM H. JOHNSON, MAYOR ATTEST: PH ' 'ARA, CITY CLERK SPONSORED BY: RECEIVED City Clerk' • ,to Date/Time By 1► Advance �8K��K�,"".~~ PROFESSIONAL SERVICES AGREEMENT 2060 East 2100 South,Salt Lake city, Utah 84109 801-359-5565 phone 801-359-4272 fax CITY OF WEST MEMPHIS( CLIENT ), HEREBY AUTHORIZES CRS ADVANCE LLC ('CONSULTANT"), A UTAH Umited Liability Company, TO PROVIDE THE SERVICES DESCRIBED BELOW SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW AND ON THE REVERSE SIDE HEREOF and as attached hereto; all of which constitute the Professional Services Agreement(the"Agreement")between the parties. CLIENT is a(n) Individual Corporation Partnership Sole Proprietorship u A. CLIENT INFORMATION: B. PROJECT DESCRIPTION: Client Name'CITY OF WEST MEMPHIS Project Name and Location:WEST MEMPHIS RAIL PORT LOGISTICS PARK DESIGN SERVICES Representative'WARD VV|MB|SH Address: 205 SOUTH REDDING Estimated Begin/End Dates: WEST MEMPHIS,AR 72303 April 2013/undetermined Phone:870-732-7500 CR5 Project No.: C. CONSULTANT'S SERVICES: CONSULTANT shall provide the services set forth below or within the Scope of Services attached hereto and by this reference made a part hereof. Services not expressly set forth below or within attached Scope of Services or otherwise incidental to or implicit in those services, as determined solely by CONSULTANT, are not a service of CONSULTANT. Description of Services: railroad design services for the West Memphis Railport Logistics Park as defined in the proposal dated April 2, 2013, attached hereto and marked Exhibit A D. COMPENSATION: CONSULTANT shall be compensated as described in this paragraph D and within the Scope of Services attached hereto and by this reference made a part hereof, and Article 1 on the reverse side hereof. CLIENT shall pay a retainer fee of $n/a prior to commencement of CONSULTANT'S services. Said fee shall be applied to the final invoice for services provided hereunder. In the event there is conflict between the compensation provision of this paragraph D and the Scope of Services, this paragraph D and Article 1 on the reverse side hereof shall control. Fixed fee contract in the amount of FIVE HUNDRED THIRTY-SIX THOUSAND NINE HUNDRED TWENTY SEVEN ($536,927)as per the attached Exhibit A Funding for this project will originate from the US Department of Transportation therefore payment to CRS will be on an re-imbursement basis. CRS invoices will be paid by the CLIENT once invoices have been accepted by, and paid to CLIENT by the FRA HAVING READ, UNDERSTOOD AND AGREED TO THE FOREG0NG, AND THE TERMS AND CONDITIONS SET FORTH ON THE REVERSE SIDE HEREOF. CLIENT AND CON8ULTANT, BY AND THROUGH THEIR AUTHORIZED REPRE8ENTAT|VEG, HAVE SUBSCRIBED THEIR NAMES HERETO EFFECTIVE THE LAST DATE APPEARING BELOW. CITY OF WEST MEMPHIS CRS? E Authorized Signature ���ed '.vn"tu'" By(print). By(print):Paul J. Hirst Title(print). Title(print):President Date. Date. April 11, 2013 Advance ARTICLE 1.COMPENSATION reasonably incurred by CONSULTANT and CONSULTANT's consultants, 1.1 Compensation.In addition to the compensation provisions described in paragraph employees and agents in the defense of such claims.Said limit of liability may D of the first page of this Professional Services Agreement, and the provisions be increased prior to the execution of this Agreement up to CONSULTANT'S stated within the attached Scope of Services, the following compensation then effective professional liability insurance limits upon CLIENT'S written provisions are also a part of this Agreement. request and payment of an additional fee as agreed upon by both parties. 2,8 Ownership of Documents, All plans, specifications, tracings, notes, data and other documents, including electronic media/disks, are instruments of 1.2 Reimbursable Expenses,Reimbursable expenses include all expenditures made by professional service; but upon payment in full, CLIENT shall own subject to or on behalf of CONSULTANT in performing its services hereunder and in the the indemnification provided below. Modification or use on other projects of interest of the project. Unless otherwise agreed, reimbursable expenses are such instruments of service,or copies thereof,without CONSULTANTS's prior charged to CLIENT at CONSULTANT's cost plus ten percent(10%). express written consent shall be at CLIENT's sole risk. CLIENT shall hold 1.3 Progress Payments,CLIENT will be invoiced at the end of the first calendar month harmless, indemnify and defend CONSULTANT and CONSULTANTS's following the effective date of this Agreement and at the end of each calendar subconsultants, employees and agents from and against any and all claims month thereafter.Invoices shall reflect billing for work performed by CONSULTANT andlor liability arising out of any such non-permissive modification or use. during the month invoiced. Payment on an invoice is due upon receipt of the CONSULTANT may retain a copy of any such instruments of service invoice by CLIENT. In the event of a dispute regarding an invoice, CLIENT shall acknowledging these are intended only for use as an integrated set on the pay all undisputed amounts as particular project and for the limited purposes specified. p per this Article and disputed amounts shall be reserved for resovution. 2.9 CLIENT Information CONSULTANT and CONSULTANT's subconsultants shall 1.4 Late Payment. CONSULTANT may assess a carrying charge of 1.5 percent per have the right to rely upon any and all information supplied to CONSULTANT month on progress payments not made within thirty (30) days of the date of or CONSULTANT's consultants by or through CLIENT,and shall not have a duty invoice, which charge CLIENT warrants will be paid on demand, CONSULTANT to verify the accuracy of such information unless otherwise expressly agreed may, in its sole discretion and without notice, suspend or terminate its services herein. CLIENT shall disclose information or knowledge of hazardous under this Agreement should CLIENT not pay the amount invoiced within forty-five materials on or relating to the project site. CLIENT shall hold harmless, (45) days of the date of invoice. CONSULTANT further reserves the right to ndemnify and defend CONSULTANT and CONSULTANT's subconsultants, withhold from CLIENT any instruments of CONSULTANT'S service, or copies employees and agents from and against any claims and/or liability related, thereof, developed for CLIENT under this Agreement pending payment on directly or indirectly,to CONSULTANT's or CONSULTANT'S subconsultants use CLIENT'S outstanding indebtedness. of or reliance upon any such information. 2.10 Site Access.CLIENT shall secure rights of access for CONSULTANT to all • property reasonably necessary to the performance of CONSULTANT's services. ARTICLE 2.SPECIAL TERMS AND CONDITIONS 2.1 Additional Services. Services not expressly or implicitly included with those herein specified, as determined by CONSULTANT, are not covered by this Agreement. ARTICLE 3,GENERAL TERMS AND CONDITIONS Such services may be provided only upon the execution of an amendment in compliance with this Agreement. 3.1 Applicable Law. This Agreement shall be interpreted and enforced in and 2.2 Construction Estimates, Estimates of construction cost, material quantities and according to the laws of the State of Utah. construction time estimates provided by CONSULTANT under this Agreement 3.2 Assignment:Subcontracting.Neither CLIENT nor CONSULTANT shall assign its represent its opinion and are subject to change and are contingent upon factors interest in this Agreement without the written consent of the other,except that over which CONSULTANT has no control. CONSULTANT makes no warranty, CONSULTANT may subcontract any portion of its services without such express or implied,as to the accuracy of such estimates. consent. CLIENT is primarily responsible for the compensation of any 2.3 Construction Services. Except as may be expressly provided by this Agreement, person(s)providing such subcontracted services and such person(s)shall have CLIENT recognizes that CONSULTANT's compensation for any services rendered a right of action directly against CLIENT for CLIENT'S nonpayment. This during construction contemplates one (1) construction contract being let and Agreement shall be binding upon and inure to the benefit of the successors, construction completion within the time period set forth herein. Should the period assigns or any other transferees of the signatories hereto.Except as expressly for construction be exceeded through no fault of CONSULTANT or more than one provided in this paragraph,no rights or benefits are conferred to third parties (1)construction contract be let,CONSULTANT's compensation shall be increased by this Agreement. for services rendered in relation to such additional contract(s)or beyond said time 3.3 Force Maieure. Any delay or default in the performance of any obligation of period.CONSULTANT is not responsible for the means,methods or sequences of either party under this Agreement resulting from any cause(s) (excluding construction nor for the safety of workers or others at the construction site. financial inability)beyond said party's reasonable control shall not be deemed a Construction review services are neither exhaustive nor continuous and consist of breach of this Agreement.The occurrence of any such event shall suspend the periodic visits to the project site intended only to determine whether construction is obligation of said party as long as performance is delayed or prevented in general conformance with construction contract documents. CONSULTANT is thereby. not responsible for the performance or non-performance of the construction 3.4 Attorney's Fees,In the event of CLIENT's default, CLIENT shall pay all costs contractor or its subcontractor(s) incurred by CONSULTANT as a result of said default, including reasonable 2.4 Termination.This Agreement may be terminated by either party upon written notice attorney's fees, whether incurred through initiation of legal proceedings or should the other party fail substantially to perform in accordance with this otherwise. Agreement through no fault of the party initiating the termination.This Agreement may be terminated by CLIENT upon seven (7) days written notice to 3.5 Severability:Waiver. In the event any term, condition or other provision(s)or CONSULTANT in the event that the Project is permanently abandoned. If this any portion thereof of this Agreement is held to be unenforceable, the Agreement is terminated through no fault of the CONSULTANT,CLIENT shall pay remaining provisions or portions shall remain valid and binding upon the CONSULTANT for services performed and Reimbursable Expenses incurred in parties.One or more waiver of any term, condition or other provision of this accordance with this Agreement and, upon request, a Termination Adjustment Agreement by either party shall not be construed as a waiver of a subsequent equaling fifteen percent(15%)of the estimated fee remaining to be earned at the breach of the same or any other provision. time of termination to account for CONSULTANT's rescheduling adjustments, 3.6 Amendments: Merger. This Agreement may be amended only by written reassignment of personnel and related costs incurred due to termination. If this instrument expressly referring hereto and duly signed by the parties. This Agreement is terminated by CLIENT for cause, CLIENT shall pay CONSULTANT Agreement constitutes the entire and integrated Agreement between the for services performed and Reimbursable Expenses incurred in accordance with parties hereto and supersedes all prior negotiations, representations and/or this Agreement. agreements,written or oral. 2.5 Representatives. CONSULTANT and CLIENT shall designate in writing a person authorized to act as their Representative. Said Representative shall receive and examine documents submitted by the other party and shall interpret and define ARTICLE 4.CONFIDENTIALITY policies and render decisions and authorizations promptly to prevent unreasonable delay in the progress of the Project. 4.1 Confidential Information. Confidential Information means any information 2.6 Prohibition Against Hiring. During the term of this contract CONSULTANT and disclosed by either party to the other party, either directly or indirectly. In CLIENT shall be prohibited from hiring or otherwise retaining,in any capacity,each writing,orally,or by inspection of tangible objects(including,without limitation other's personnel. This applies to employees and others under contract at any documents,samples,equipment,drawings,etc)that is designated as"Trade level. Secret","Confidential","Proprietary"or some similar designation,or is of such 2.7 j imitation of Liability. CLIENT agrees to limit the liability of CONSULTANT and a nature or has been disclosed in such a manner that it should be obvious to CONSULTANT's consultants, employees and agents to CLIENT and to all inc receiving it out limitation that such is claimed party's tr.trade secrets, Information nw ow, includes without y,andion a disclosing inior party's trade secrets, know-haw, contractors,subcontractors and to all other persons which may arise from or be due intellectual property,and proprietary information. directly or indirectly to any strict liability,breach of contract or other duty and/or any professional or other negligent act,error and/or omission of CONSULTANT and/or 4.2 Non-Use and Non-Disclosure. Each party agrees not to use any Confidential CONSULTANT's consultants, employees or agents in connection with the Information of the other party for any purpose other than intended as pertains performance of services for this Project, such that the total aggregate liability of to the Scope of Services defined herein.Each party agrees not to disclose any CONSULTANT and CONSULTANT's consultants,employees and agents to those Confidential Information of the other party to employees or third parties except named shall not exceed One Hundred Thousand Dollars ($100,000.00). For the those who are required to have the information in order to complete the purposes of computing the total aggregate liability to be limited hereunder,the total services as defined in the Scope of Services. aggregate liability shall include the attorneys' fees and costs of litigation IT-- Advance El EXHIBIT A-1 R 3421 South Highway 253 Greenwood,AR 72936 P:(832)623-1993 www,crsadvance.com April 2, 2013 Mr.Ward Wimbish City of West Memphis Economic Development Director 205 S. Redding West Memphis, AR 72303 RE: DESIGN SERVICES PROPOSAL FOR THE WEST MEMPHIS RAIL PORT LOGISTICS PARK Dear Ward, Thank you for the opportunity to present you with this proposal for the West Memphis Rail Port Logistics Park. This scope of work and fee assumes that design and construction will consist of 1.25 miles of new railroad track,2.5 miles of existing railroad track rehabilitation,0.5 miles of new roadway, and minor relocation of existing utilities. Scope of Work 1. Project coordination and management.This task includes coordination with West Memphis, UPRR, BNSF, team members,and other project stakeholders. Internal CRS project management to direct the project, coordinate manpower and scheduling, manage deliverables and budget, and provide quality control of work product is also included as part of this task. 2. Perform site visits and participate in meetings. CRS will conduct up to eight site visits during the design phase of the project. The first site visit will be to hold a kickoff meeting and review current site infrastructure conditions, design assumptions, new project requirements and other changes affecting the design. Subsequent site visits consist of participating in design reviews and two public meetings, meet with land owners and project stakeholders, and hold a contractor pre-bid meeting. 3. Determine scope of work with available Tiger IV funds.After the kickoff meeting is held, our team will prepare an updated concept plan and probable construction cost estimate to determine a defined scope of work that will stay within the limits of the Tiger IV grant. 4. Perform boundary and topographic surveying. Sorrell Consulting Engineers, CRS' local survey and engineering team member,will perform boundary and topographic surveying in the vicinity of the proposed roadway, railroad tracks and utility relocation limits. No property corners will be set. 5. Perform geotechnical investigation. Geotechnology, Inc., CRS' local geotechnical team member,will perform subsurface soil investigation to address soil characteristics, index and mechanical properties, compressibility, groundwater elevations, grading and reuse of existing site soils, seismic site classification per the IBC,site seismic accelerations and parameters. Recommendations will be made for existing soil stabilization, new pavement(flexible and rigid), site excavation and fill, road base, railroad subgrade and subballast. . aii � �����������a� EXHIBIT A-2 R 0 , ��W ���m����� G. Prepare 10%design drawings. Based on recent inquiries with UPRR and BNSF, updated 10%design drawings will be required prior to proceeding with the railroad portion of the project.We will prepare a preliminary horizontal track layout that includes rehabilitation and realignment of the Friday Graham Spur, a wye near the port with tracks heading north, south and west from the port,and a siding for loading and unloading transload operations. This task also includes preparing conceptual plans for the extension and realignment of Port Road. The railroad drawings will be submitted to UP and BNSF in a 10%design format.This includes preparing a plan view drawing, operating plan, track capacity diagram, and an estimated scope of construction work. The roadway improvement drawings will depict needed right of way for pavement, curb and gutter, park strip, sidewalks, lighting, drainage swales and future utility corridors. These drawings will be submitted to the City for their review and comments. 7. Prepare 30%plans and estimates.After the 10%designs have been completed and approved by the City,we will prepare 30% plans. These plans will depict preliminary horizontal and vertical design of the track, roads, and utilities along with typical cross sections.West Memphis will provide CRS with updated environmental(wetland,threatened& endangered species, and cultural resource)data within the project limits. Our team will prepare an updated estimate of probable construction costs and make adjustments to the project scope to match funding limits of the Tiger IV grant. 8. Prepare Land acquisition documents and acquire right of way. After right of way needs have been determined,we will prepare descriptions and exhibits needed for right of way dedications. We will also assist the City in meeting and negotiating with land owners. The city will acquire the land. Q. Prepare 90%plans,specs,and estimates.These documents will include the detailed design of alignments, profiles and cross sections for the rehabilitation and extension of the Friday Graham Spur, Port Road, and affected utilities. Necessary drainage studies will be performed as part of this task to determine the type and size of drainage swales,basins,and pipes. Existing and finish elevations of proposed infrastructure will be noted on the plans in accordance with standard railroad and City requirements. We will prepare supplemental specifications and details for conditions not addressed in City of West Memphis, UPRR, and BNSF standard plans and specifications.The probable construction costs will be updated to confirm that the project scope is still within funding limits of the Tiger IV grant. 10. Prepare 100% plans,specifications, and estimates. After the City has reviewed and approved the 90%submittal,final edits to the construction documents will be made. Upon authorization by the City, these documents will be submitted to UPRR and BNSF for final review and approval. If the US DOT requires, final plans will be submitted to them also for review and approval. 11. Prequalify contractors,bidding,and recommend for award, While UPRR and BNSF are reviewing final drawings, CRS will assist the City with advertising and prequalifying contractors for construction phase activities. This process will limit the pool of bidders to a known, reputable group with a history of constructing similar projects on time,without claims and with the quality required for this project.After prequalifications have been made,we will assist the City in preparing and distributing a final bid package to qualified contractors and recommending for award. Advance /-m�� n���a�~�~ EXHIBIT A-3 Project Schedule and Cost It is anticipated that the design portion of the scope of work will take six to nine months to complete from signed notice to proceed. We will perform the services outlined in the scope of work for a fixed fee of$536,927. If additional services are requested,which are outside of this scope of work,these will be billed on a separate time and materials basis. CRS looks forward to assisting you with this project. Please feel free to call me if you have any questions about this proposal. If this meets your approval, please sign and return both copies of the attached contract documents. Upon receiving them, CRS will sign the documents and send one back to you for your records. Sincerely, 1) 1 , / (e.... ~_� Paul Hirst, P.E. President