AMENDMENT NO. 23

AGREEMENT FOR PROFESSIONAL SERVICES

CITY/PSI AGREEMENT

 This Amendment made the ____ day of __________ 2004 modifies the Agreement for Professional Services between the City of Portland (City) and Portland Streetcar, Inc. (PSI or Contractor) dated October 2, 1997, City Agreement No. 31428 (Agreement)

Whereas, on October 30, 2002, the City Council passed Ordinance No. 177003 and on November 5, 2002, the PSI Board adopted Resolution 02-7 approving Amendment No. 11 to the Agreement that provides for PSI, through its consultants, to carry out conceptual design and preliminary cost estimating services related to extending the Streetcar from RiverPlace to S.W. Gibbs (Phase 3b Project); and

Whereas, on September 9, 2003, the PSI Board adopted Resolution 03-13 and on October 15, 2003, the City Council passed Ordinance No. 177974 authorizing Amendment No. 17 to the Agreement providing for PSI, through its consultants, to carry out the initial steps in the federal procedures to qualify the Phase 3b Project for federal funding; and

Whereas, on July 23, 2003, the City Council passed Ordinance No. 177717 approving an alternative contracting process and creating an exemption to the competitive bidding requirements of ORS Chapter 279 for the selection of a General Contractor for the extension of Streetcar service to the South Waterfront area to be constructed in three phases: 3a to RiverPlace; 3b to SW Gibbs and 3c to SW Bancroft; and

Whereas, after conducting a competitive process, on November 5, 2003, the City Council passed Ordinance No. 178021 authorizing a Pre-Construction Services Contract with Stacy and Witbeck, Inc. (SWI) for constructability and value engineering services for Phase 3a of the South Waterfront Project; and

Whereas, on January 21, 2004, the City Council passed Ordinance No. 178155 authorizing a contract with SWI for construction of the Phase 3a Project to RiverPlace; and

Whereas on May 4, 2004, after discussions with Tri Met and Metro and a determination by the City that funding of the Phase 3b Project utilizing Federal Transit Administration (FTA) transit funds was not feasible, the PSI Board adopted Resolution 04-8, authorizing Amendment No. 20 to the Agreement and on July 26, 2004, the City Project Manager approved Amendment No. 20, which amendment calls for redirecting funds under Amendment No 17 from further work on the federal procedures to preliminary and final engineering design services for the Phase 3b Project, to the extent that such services could be completed within the remaining unexpended funds; and

Whereas, on August 3, 2004, the PSI Board adopted Resolution 04-16 and on August 4, 2004, the City Council passed Ordinance No. 178654 authorizing Amendment No. 22 to the Agreement providing for the additional funding necessary to complete preliminary and final engineering services for the Phase 3b Project; and

Whereas, preliminary and final design engineering work on the Phase 3b Project has been successfully completed; and

Whereas on October 27, 2004, the City Council adopted Resolution No.36268 expressing the intent of the City to form a Local Improvement District (LID) to finance $2.02 million of the capital cost of constructing the Gibbs Extension Project (Phase 3b); and

Whereas, a final construction cost is being negotiated with Stacy and Witbeck, Inc. (SWI) and, on December 15, 2004, the City Council is expected to approve an amendment to the City/SWI Agreement for construction of the Gibbs Extension Project; and

Whereas, on December 8, 2004, the City Council is expected to adopt 1) a Gibbs Extension Operations and Capital Finance Plan; 2) amendments to the City/TriMet Operations Funding, Personnel and Other Services Agreements; 3) a City/TriMet IGA to exchange local TriMet funds for federal MTIP funds; 4) an ordinance forming the Phase 3b LID after completing the property owner notification process and conducting a public hearing; 5) an amendment to the City/Inekon Agreement for purchase of 3 Option Streetcar vehicles; and 6) an amendment to the City/PSI Operations Assistance Agreement providing for operation of Streetcar service from N.W. 23^rd to S.W. Gibbs through September 30, 2009; and

Whereas, adopted plans call for the Streetcar to be further extended approximately 0.5 miles south of S.W. Gibbs on a S.W. Moody and S.W. Bond couplet to S.W. Bancroft (Phase 3c Project), which property owners and developers in the area have suggested should be scheduled in the 2007-8 time frame; and

Whereas, work on a Phase 3c Project alignment analysis, schematic design and finance and implementation plan should be commenced now in order to enable a 2007-8 completion and the Phase 3c Project design should be coordinated with ongoing development and utility and street reconstruction work in S.W. Moody and S.W. Bond in order to minimize future disruption and cost of the Phase 3c Project; and

Whereas, the City would like PSI to provide management and design services during construction of the Phase 3b Project; to carry out preliminary and final engineering design of the Streetcar Maintenance Facility modifications and expansion required with the purchase and delivery of additional Streetcar vehicles; to provide management, inspection and administrative service associated with the purchase of the additional Streetcar vehicles; and to complete a Phase 3c Project alignment analysis, schematic design and finance and implementation plan and to coordinate the Phase 3c Project design with ongoing South Waterfront Central District development and utility and street construction work.

AGREEMENT

1.  Scope of Services.

PSI, through its consultants, shall provide professional services set out in the Scope of Services attached to this Amendment as Exhibit A

2.  Total Maximum Compensation.

Total Maximum Compensation provided for in the Agreement shall be increased by the amount of $1,040,950.00 as set out in the Budget attached to this Amendment as Exhibit B.

3.  Payment of funds included in the budget attached to this Amendment as Exhibit B for service described in Section E., Bancroft Extension Analysis of the Scope of Services attached to this Amendment as Exhibit A shall be limited to $50,000 until such time that additional funds have been secured from other sources and the City Project Manager has approved expenditures above the $50,000 limit.

4.  Termination Date. The termination dated provided for in Section 4 of the Agreement as last modified by Amendment No. 18, shall be extended from March 1, 2005 to July 1, 2006.

5.  ALL OTHER PROVISIONS OF THE AGREEMENT REMAIN UNCHANGED.

AMENDMENT NO. 23 AGREED TO THIS ______ DAY OF _________ 2004:

PORTLAND STREETCAR, INC.

By:____________________________________

 John Carroll

 Chair, Board of Directors

Approved as to Form:

_______________________________________

 Christopher P. Thomas

CITY OF PORTLAND          

By: ____________________________________

 Jim Francesconi        

 Commissioner of Public Utilities      

By: ____________________________________

 Gary Blackmer

 City Auditor

APPROVED AS TO FORM:

______________________________________

 Mark Moline

 Deputy City Attorney

Exhibit A

City/PSI Agreement Amendment No. 23

Gibbs Extension Project (Phase 3b) ,

Maintenance Facility Expansion and Vehicle Options

Management/Design/Inspection Services

November 1, 2004 - July 1, 2006

Scope of Services

A.  PROJECT MANAGEMENT – CONSTRUCTION PHASE GIBBS EXTENSION

1.0  Construction Team Coordination

1.1  Schedule and conduct weekly coordination meetings with General Contractor, consultant Design Team and City representatives.

1.2  Maintain and distribute minutes of coordination meetings including decisions, work assignments and deadlines.

2.0  Contract Administration

2.1  Maintain all project documentation and records including correspondence, Contract Documents, Change Orders, Requests for Information, Construction Change Authorizations, Proposal Requests, Supplemental Instructions, site conference reports, shop drawings, product data, samples, supplementary drawings, requests for payment, the names and addresses of subcontractors and principal material suppliers, and others.

2.2  Work with City and Design Team to finalize construction plans and specifications.

2.3  Monitor General Contractor sub-bidding process.

2.4  Assist City with drafting of construction contract or necessary Amendments.

2.5  Assist City to negotiate final contract price and final construction contract provisions.

2.6  Initiate, document and approve Field Orders and Directives.

2.7  Review and approve payment requests and measured quantities and forward to the City for approval.

2.8  Negotiate, prepare and/or review and approve Change Orders and forward to the City for approval.

2.9  Assist the City with obtaining governmental approvals and permits.

2.10  Monitor construction work phasing and staging as it impacts adjacent properties.

2.11  Review traffic, temporary facilities and access plans prepared by the General Contractor and forward to the City for approval.

2.12  Monitor expenditures and progress of the construction for adherence to the adopted project budget and schedule.

2.13  Monitor and approve the work of PSI Design consultants.

2.14  Assist the City with monitoring the General Contractors material testing and quality assurance program.

2.15  Monitor submittal, review and approval of shop drawings, product data and samples.

2.16  Assist owner with all project close-out requirements, including obtaining necessary safety certifications, required test results, completion of punchlist items and other closeout activities required for commencement of streetcar service.

3.0  Utility Coordination

3.1  Schedule and conduct meetings as necessary with public and private utilities and the General Contractor, consultant Design Team and City representatives to coordinate work of utilities with Project work being completed by General Contractor.

3.2  Maintain and distribute minutes of coordination meetings including decisions, work assignments and deadlines.

3.3  Assist the City in inspecting and monitoring the progress of utility relocation work in the field.

4.0  Community Relations

4.1  Maintain property owner, resident and business contact lists

4.2  Meet with adjacent property owners, residents and business representative to ensure that the work is progressing with minimal disruption.

4.3  Schedule and conduct public meeting or workshops as required.

4.4  Prepare regular construction updates and advisories including a post card notifications, call-in telephone voice message and/or posting on the Streetcar web site.

4.5  Assist the City in issuing press releases and conducting media events.

4.6  Provide staff services to the Streetcar Citizens Advisory Committee including scheduling meetings, preparing and sending notices and agenda and maintaining meeting minutes.

4.7  Meet with individual property owners to resolve construction impact and coordination issues.

5.0  Other

5.1  Provide a Project Construction Office for use of the PSI consultants and City personnel assigned to management of the project construction.

B.  ENGINEERING DESIGN – CONSTRUCTION PHASE GIBBS EXTENSION

1.0  Field Engineering

1.1  Provide contract management for the design project team and subconsultants to complete supportive tasks within approved budget limits. This task includes contract setup, accounting and contract management. Prepare monthly progress reports.

1.2  Provide coordination and direction to the design team and subconsultants.

1.3  Attend Construction Management Team meetings upon request.

1.4  Provide Field Engineering support as part of the Construction Management Team. The field engineer will be located in the project construction office for up to 8 months. Duties will include:

1.4.1  Review and response to contractor submittals

1.4.2  Review and response to contractor’s RFI’s

1.4.3  Coordination of review of submittals and RFI’s by other design team members

1.4.4  Construction inspection as necessary

1.4.5  Management of Quality Assurance for construction

2.0  Civil/Track Design Support

2.1  Provide design support for civil, track design elements for the Gibbs Extension Project.

2.2  Review and respond to contractor RFI’s and provide design clarifications as necessary.

2.3  Conduct site visits for purposes of inspection or design clarification upon request.

2.4  Review special trackwork design submittals from rail manufacturer. Provide comments as necessary to ensure rail and special trackwork is compliant to the specifications and the design intent.

2.5  Conduct one inspection trip to special trackwork manufacturer to review and ensure the quality and compliance of the manufacturing of the special trackwork

3.0  Landscaping Design Support

3.1  Review and respond to contractor submittals for the landscaping design elements for the Gibbs Extension Project.

3.2  Provide inspection services upon request from City Inspector for proposed trees and other plant materials before installation. Inspect installation of irrigation systems upon request. Document findings of inspections and any direction given (up to 4 site visits assumed).

3.3  Review and respond to Contractor RFI’s and provide design clarifications as necessary.

3.4  Attend Construction Management Team meetings upon request (up to 6 assumed).

3.5  Conduct site visits for purposes of inspection or design clarification during installation of landscaping elements upon request. Prepare documentation of site visits and direction given (up to 6 site visits assumed).

4.0  Geotechnical Design Support

4.1  Review and respond to contractor RFI’s and provide design clarifications as necessary.

4.2  Conduct site visits for purposes of inspection or design clarification related to:

4.3.1  fill subgrades and slope keys

4.4  Provide documentation of each inspection and final report. (up to 20 visits are assumed).

5.0  Systems Design Support

5.1  Review and respond to contractor submittals for the systems design elements for the Gibbs Extension Project including overhead power, substation and grounding design and train signaling.

5.2  Support the review of contractor submittals for the street lighting design elements for the Gibbs Extension Project.

5.3  Review and respond to contractor RFI’s and provide design clarifications as necessary

5.4  Conduct site visits for purposes of inspection or design clarification for all systems elements upon request including:

5.4.1  Substation elements

5.4.2  Overhead power (foundations, poles, contact wire and supports)

5.4.3  Train signaling systems

5.4.4  Street lighting

5.5  Assist with testing and commissioning of all system design elements.

5.6  Attend Construction Management Team meetings as necessary.

6.0  As-Built Drawings

6.1  Meet with Construction Management Team to assemble all project “red-lines” for changes made in the field to the original design.

6.2  Complete all drafting necessary for all design elements to create a conformed project record of design drawings

6.3  Print one camera-ready set of drawings and deliver to the City of Portland for reproduction.

C.  ENGINEERING DESIGN – DESIGN AND CONSTRUCTION PHASE – MAINTENANCE FACILITY EXPANSION

1.0  Maintenance Facility - Design

 1.1  Design Project Management

1.1.1.  Provide contract management for the design project team and subconsultants to complete the project on time and on budget.

1.1.2.  Provide coordination and direction to the design team and subconsultants. Hold internal design coordination meetings.

1.1.3.  Attend regular Project Team Meetings with Portland Streetcar and City of Portland. Attend coordination meetings with all interested agencies as necessary.

1.1.4.  Prepare a draft schedule that outlines the design activity.

1.1.5  Coordinate Project drafting standards and assemble deliverables for major submittals.

1.1.6.  Assemble quantities for pay items to support capital cost estimates performed by the City’s Contractor. Prepare Engineer’s Estimates as necessary for specialized design elements.

1.2  Survey

1.2.1  Complete a set of ACAD basemaps that follow the same format as the Streetcar System.

1.2.2  Existing basemaps shall be modified as necessary to avoid overlaps/inconsistencies between the existing and new basemaps. The source of basemapping information will be electronic files obtained from the original Portland Streetcar Project.

1.2.3  Update new survey control drawings (signed and sealed) that will be needed for the additional survey limits.

1.2.4  Produce a digital terrain model (DTM) of the existing ground surface through the limits of the survey. This model will be used to establish cut/fill limits and quantities.

1.2.5  Provide location and elevation information for all public and private utilities components within the survey limits including pipe sizes (and materials if known).

1.2.6  Provide survey information regarding all existing features within the project area including freeway columns, existing streetcar tracks, civil, drainage and OCS elements.

 1.3  Track Design

1.3.1  Provide final track designs to layout the optimal design alignment for yard expansion.

1.3.2  Complete the final track design which will include the following: alignment data, track profile, cross slopes, track drain locations, turnout locations, turnout plan and track cross sections.

1.3.3  Produce installation details for the special trackwork including the turn-tables, diamond crossing, tee-rail and girder rail turnouts.

1.3.4  Produce rail procurement drawings and specifications for all rail materials to be used.

1.3.5  Provide track drain designs for each connection as necessary.

1.3.6  Provide modifications to the turnout, track slab and isolation system to accommodate the introduction of a powered switch machine at NW 16th/Lovejoy.

1.3.7  Update special provisions to include ballasted track and special trackwork construction.

1.3.8  Submit updated pay item quantities for cost estimating.

1.4  Civil Design

1.4.1  Develop an AC paving plan for the existing and proposed streetcar storage yard.

1.4.2  Coordinate drainage and water quality design criteria with COP BES.

1.4.3  Develop stormwater drainage plan that addresses drainage and stormwater quality issues.

1.4.4  Explore alternative methods to manage stormwater runoff and quality issues such as pervious pavements or pavers.

1.4.5  Develop designs for all other modifications to civil improvements including the roadway and sidewalks for NW Northrup.

1.4.6  Provide any modifications to striping and signage drawings for NW Northrup.

1.4.7  Prepare demolition information that details existing improvements and the extent to be removed or reconstructed.

1.4.8  Develop construction/grading limits and demolition plans as necessary.

1.4.9  Determine areas of pavement grinding and overlay.

1.4.10  Provide detailed sections as appropriate for the required grading and pavement sections.

1.4.11  Provide structural designs for special trackwork slabs and catenary poles.

1.4.12  Submit updated pay item quantities for cost estimating.

 1.5   Utility Design

1.5.1  Coordinate and review all utility information provided by the surveyors.

1.5.2  Support utility coordination efforts as necessary by attending design meetings with each utility as necessary. Utility coordination efforts will be led by PSI Project Manager.

1.5.3  Prepare design drawings for track drain and inlet connections to the nearest public storm sewer.

1.5.4  Develop details for manhole adjustments as necessary.

1.5.5  Submit updated pay item quantities for cost.

   1.6  Geotechnical Subgrade Investigation

1.6.1  Conduct preliminary geotechnical investigation by performing one pavement core on NW Northrup, one resistivity test and one test pit within the expansion yard.

1.6.2  Provide preliminary findings memorandum with an engineering discussion regarding the soils characteristics and their relation to the design of the OCS pole foundations.

1.6.3  Prepare and submit five copies of a Geotechnical Report containing record information of soils investigation logs, interpretation and engineering significance of results, and conclusions regarding all soils/materials testing conducted for this project.

1.7  Systems - Electrification Design

1.7.1  Provide design support during alignment development, including coordination with terminus design, landscape design, underground utilities, existing utility poles and planned streetcar improvements.

1.7.2  Produce preliminary and final OCS layout plans as well as OCS assembly designs.

1.7.3  Produce structural designs utilizing existing spare OCS poles where possible.

1.7.4  Produce traction feeding diagrams for the new facilities.

1.7.5  Submit updated pay item quantities for cost estimating after the 75% and 100% submittal

1.8  Systems – Signal Design

1.8.1  Produce signal schematic drawing.

1.8.2  Produce train control design for train signals related to Streetcar operations, and the interface with traffic signal operations.

1.8.3  Produce signal component drawings for train signals and the interface with traffic signal system.

2.0  Maintenance Facility – Engineering Services during Construction

2.1  Field Engineering

2.1.1  Provide contract management for the design project team and subconsultants to complete supportive tasks within approved budget limits. This task includes contract setup, accounting and contract management. Prepare monthly progress reports.

2.1.2  Provide coordination and direction to the design team and subconsultants.

2.1.3  Attend Construction Management Team meetings upon request.

2.1.4  Provide Field Engineering support as part of the Construction Management Team. The field engineer will be located in the project construction office for up to 8 months. Duties will include:

2.1.4.1  Review and response to contractor submittals

2.1.4.2  Review and response to contractor’s RFI’s

2.1.4.3  Coordination of review of submittals and RFI’s by other design team members

2.1.4.4  Construction inspection as necessary

2.1.4.5  Management of Quality Assurance for construction

2.2  Civil/Track Design Support

2.2.1  Provide design support for civil, track design elements for the Maintenance Facility Expansion Project.

2.2.2  Review and respond to contractor RFI’s and provide design clarifications as necessary.

2.2.3  Conduct site visits for purposes of inspection or design clarification upon request.

2.2.4  Review special trackwork design submittals from rail manufacturer. Provide comments as necessary to ensure rail and special trackwork is compliant to the specifications and the design intent.

2.2.5  Conduct one inspection trip to special trackwork manufacturer to review and ensure the quality and compliance of the manufacturing of the special trackwork.

2.3  Systems Design Support

2.3.1  Review and respond to contractor submittals for the systems design elements for the Maintenance Facility Expansion Project including overhead power, substation and grounding design and train signaling.

2.3.2  Support the review of contractor submittals for the street lighting design elements for the Maintenance Facility Expansion Project.

2.3.3  Review and respond to contractor RFI’s and provide design clarifications as necessary.

2.3.4  Conduct site visits for purposes of inspection or design clarification for all systems elements upon request including:

2.3.4.1  Overhead power (foundations, poles, contact wire and supports)

2.3.4.2  Train signaling systems

2.3.5  Assist with testing and commissioning of all system design elements.

2.3.6  Attend Construction Management Team meetings as necessary.

2.4  As-Built Drawings

2.4.1  Meet with Construction Management Team to assemble all project “red-lines” for changes made in the field to the original design.

2.4.2  Complete all drafting necessary for all design elements to create a conformed project record of design drawings

2.4.3  Print one camera-ready set of drawings and deliver to the City of Portland for reproduction.

D.  VEHICLE PURCHASE

1.0  Project Management

1.1  Assist the City in negotiating all terms of a contract or contract amendment for purchase of three additional streetcars. It is anticipated the purchase will be achieved through exercise of the City’s option to purchase additional vehicles under the existing City/Inekon Contract.

1.2  Assist City in reviewing Contractor’s submittal of performance bond documents, letters of credit, insurance certificates and other documents required by the City/Inekon Contract.

1,2  Maintain all project documentation and records including correspondence, Contract Documents, Change Orders, Requests for Information, and requests for payment.

1.3  Assist City Maintenance Manager as necessary to collect shop drawings, product data, samples, all technical drawings and test reports.

1.4  Review and approve payment requests forward to the City for approval.

1.5  Negotiate, prepare and/or review and approve Change Orders and forward to the City for approval.

1.6  Assist the City with obtaining necessary governmental approvals.

1.7  Monitor expenditures and progress of the construction for adherence to the adopted project budget and schedule.

1.8  Monitor and approve the work of PSI vehicle engineering consultants.

1.9  Assist City with all project close-out requirements, including obtaining necessary safety certifications, required test results, completion of punchlist items and other closeout activities required for commencement of streetcar service.

2.0  Design Review/Inspection

2.1  Provide engineering and inspection services to oversee the manufacture, testing and delivery of the streetcar vehicles.

2.2  During the construction process, the review, revise, reject and/or approve shop drawings, substitution requests, material samples and other submittals as requested by PSI Project Manager.

2.3  Conduct on-site visits to the vehicle manufacturer’s principal fabrication location to inspect the assembly process, meet with manufacturer’s representatives and review and resolve design or fabrication problems. Such visits shall occur at intervals as determined by the PSI Project Manager in conjunction with the Streetcar Maintenance Manager.

2.4  As directed by PSI Project Manager, oversee test operations at the manufacturer’s principal fabrication location, at supplier facilities if required, and on the track in Portland prior to beginning revenue service and recommend acceptance of the streetcar vehicles once these tests are successfully completed.

E.  BANCROFT EXTENSION ANALYSIS

1.0  Review existing and planned street and utility improvements in the area between SW Gibbs and SW Bancroft on SW Moody and SW Bond to determine streetcar alignment that serves the development parcels in this area and that is compatible with the planned streetcar terminus at SW Gibbs.

2.0  Prepare schematic design drawings and capital and operating cost estimates of the Bancroft Extension (Phase 3c Project).

3.0  Coordinate with ongoing and planned development and street and utility improvement work.

4.0  Prepare a preliminary Finance and Implementation Plan for the Phase 3c Project including the following:

4.1  Capital budget

4.2  Operating budget

4.3  Potential funding sources, including a Local Improvement District, federal funds, and other local sources.

4.4  Implementation Schedule

Exhibit B

City/PSI Agreement Amendment No. 23

Gibbs Extension Project (Phase 3b) ,

Maintenance Facility Expansion and Vehicle Options

Management/Design/Inspection Services

November 1, 2004 - July 1, 2006

Budget

*NOTE: The City share of the Bancroft Extension Analysis budget is limited to $50,000. The City shall not be obligated to pay for the cost of services that exceeds $50,000 until such time that the additional funds have been secured from other sources and the City Project Manager has approved expenditures above the $50,000 limit.