HomeMy WebLinkAboutContracts & Agreements_72-2005_CCv0001.pdf AGREEMENT TO FURNISH CONSULTING ENGINEERING SERVICES
TO PREPARE THE FISCAL YEAR 2005-2006 ANNUAL LEVY FOR
COMMUNITY FACILITIES DISTRICT NO. 2004-1
This Agreement is made and entered into this 19th day of April, 2005 by and between the
City of Redlands, a municipal corporation (hereinafter ACity@) and Albert A. Webb Associates
hereinafter(AConsultant@).
In consideration of the mutual promises,covenants and conditions hereinafter set forth,City
and Consultant agree as follows:
ARTICLE I - ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant and Consultant hereby accept the engagement to prepare the
Fiscal Year 2005-2006 annual levy for Community Facilities District No. 2004-1 (the
"Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the Services
to City at a level of competency presently maintained by other practicing professional
consultants in the industry providing like and similar types of services.
ARTICLE 2 - SERVICES OF CONSULTANT
2.1 The specific Services which Consultant shall perform are more particularly described in
Exhibit"A"entitled"Scope of Services"which is attached hereto and incorporated herein by
this reference.
2.2 Consultant shall comply with all applicable Federal, State and local laws and regulations in
the performance of this Agreement including but not limited to all applicable Labor Code
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and prevailing wage laws commencing at California Labor Code section 1770 et. seq. and
non-discrimination laws including the Americans with Disabilities Act and the Fair
Employment and Housing Act.
2.3 Consultant further understands that if it violates the provisions of the California Labor Code
relating to prevailing wage,that City may enforce the California Labor Code by notice of the
withholding of contract payments to Consultant or its subcontractors pursuant to Labor Code
sections 1726, 1727 and 1771.6.
2.4 Consultant agrees that if it executes an agreement with a subcontractor to perform any of the
Services that Consultant shall comply with California Labor Code sections 1775 and 1777.7
by providing the subcontractor with copies of the provisions of Sections 1771, 1775, 1776,
1777.5, 1813 and 1815 of the Labor Code. Consultant acknowledges that the statutory
provisions for penalties for failure to comply with state wage and hour laws and to pay
prevailing wages may be enforced by City pursuant to Labor Code sections 1775 and 1813.
ARTICLE 3 - RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that is pertinent to the
performance of Services.
3.2 City designates Ronald C.Mutter,P.E.to act as its representative with respect to the Services
to be performed under this Agreement.
ARTICLE 4 - PERIOD OF SERVICE
4.1 Consultant shall perform the Services in a prompt and diligent manner and in accordance
with the schedule set forth in Exhibit "A," entitled "Scope of Services."
ARTICLE 5 - PAYMENTS TO THE CONSULTANT
5.1 The total compensation for Consultant=s performance of the Services shall be in the amount
of$2,000.
5.2 Consultant shall bill City within ten days following the close of each month by submitting an
invoice indicating the portion of the Services performed, who performed the Services,
indirect costs, and the detailed cost of all Services including backup documentation.
Payments by City to Consultant shall be made within 30 days after receipt and approval of
Consultant's invoice, by warrant payable to Consultant.
5.3 All notices, bills and payments shall be made in writing and may be given by personal
delivery or by mail. Notices,bills and payments sent by mail shall be addressed as follows:
City Consultant
Ronald C. Mutter, P.E. Paul Thompson
Public Works Department Albert A. Webb Associates
City of Redlands 3788 McCray Street
35 Cajon Street, Suite 222 Riverside, CA 921506
PO Box 3005 (mailing)
Redlands, CA 92373
When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
Changes may be made in the names and addresses of the person to whom notices and payments are
to be given by giving notice pursuant to this section.
ARTICLE 6 - INSURANCE AND INDEMNIFICATION
6.1 Consultant's Insurance to be Primary
All insurance required by this Agreement shall be maintained by Consultant for the duration of this
Agreement and shall be primary with respect to City and non-contributing to any insurance or self-
insurance maintained by City. Consultant shall not perform any Services pursuant to this Agreement
unless and until all required insurance listed below is obtained by Consultant. Consultant shall
provide City with Certificates of Insurance and endorsements evidencing such insurance prior to
commencement of Services. All insurance policies shall include a provision prohibiting cancellation
of the policy except upon thirty(30) days prior written notice to City.
6.2 Workers= Compensation and Employer=s Liability
A. Consultant shall secure and maintain Workers= Compensation and Employer=s
Liability insurance throughout the duration of this Agreement in amounts which meet
statutory requirements with an insurance carrier acceptable to City.
B. Consultant expressly waives all rights to subrogation against City, its elected
officials,employees and volunteers for losses arising from work performed by Consultant for
City by expressly waiving Consultant=s immunity for injuries to Consultant=s employees
and agrees that the obligation to indemnify, defend and hold harmless provided for in this
Agreement extends to any claim brought by or on behalf of any employee of Consultant.
This waiver is mutually negotiated by the parties. This waiver shall not apply to any damage
resulting from the negligence of City, its agents and employees. To the extent any of the
damages referenced herein were caused by or resulted from the concurrent negligence of
City, its agents or employees,the obligations provided herein to indemnify,defend and hold
harmless is valid and enforceable only to the extent of the negligence of Consultant, its
officers, agents and employees.
6.3 Comprehensive General Liability Insurance.
Consultant shall secure and maintain in force throughout the duration of this Agreement
comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of
one million dollars($1,000,000)per occurrence and two million dollars($2,000,000)aggregate for
public liability, property damage and personal injury is required. Consultant shall obtain an
endorsement that City shall be named as an additional insured.
6.4 Professional Liability Insurance.
Consultant shall secure and maintain professional liability insurance throughout the duration of this
Agreement in the amount of one million dollars($1,000,000)per occurrence and two million dollars
($2,000,000) annual aggregate.
6.5 Business Auto Liability Insurance.
Consultant shall have business auto liability coverage, with minimum limits of one million dollars
($1,000,000)per occurrence, combined single limit for bodily injury liability and property damage
liability. This coverage shall include all Consultant-owned vehicles used in connection with the
Services, hired and non-owned vehicles, and employee non-ownership vehicles. Consultant shall
obtain an endorsement that City shall be named as an additional insured.
6.6 Assignment and Insurance Requirements.
Consultant is expressly prohibited from subletting or assigning any of the Services covered by this
Agreement without the express prior written consent of City. In the event of mutual agreement
between parties to sublet a portion of the Services, Consultant shall add the subcontractor as an
additional insured and provide City with the insurance endorsements prior to any Services being
performed by the subcontractor. Assignment does not include printing or other customary
reimbursable expenses that may be provided in this Agreement.
6.7 Hold Harmless and Indemnification.
Consultant shall defend,indemnify and hold harmless City,its elected officials,officers,employees
and agents,from and against any and all actions,claims,demands,lawsuits,losses and liability for
damages to persons or property,including costs and attorney fees,that may be asserted or claimed by
any person, firm,entity, corporation,political subdivision or other organization arising out of or in
connection with Consultant=s negligent and/or intentionally wrongful acts or omissions under this
Agreement; but excluding such actions, claims, demands, lawsuits and liability for damages to
persons or property arising from the negligence or intentionally wrongful acts of City, its officials,
employees or agents.
ARTICLE 7 - GENERAL CONSIDERATIONS
7.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of
this Agreement the prevailing party shall,in addition to any costs and other relief,be entitled
to the recovery of its reasonable attorneys'fees.
7.2 Consultant's key persons to perform the Services are Paul Thompson. Consultant agrees that
this person shall be made available and assigned to perform the Services and that he shall not
be replaced without concurrence from City.
7.3 All documents, records, drawings, designs, cost estimates, electronic data files, databases,
and other documents developed by Consultant pursuant to this Agreement and any copyright
interest in said above described documents, shall become the property of City and shall be
delivered to City upon completion of the Services,or upon the request of City. Any reuse of
such documents and any use of incomplete documents will be at City=s sole risk.
7.4 Consultant is for all purposes an independent contractor. Consultant shall supply all tools
and instrumentalities required to perform the Services described in this Agreement. All
personnel employed by Consultant are for its account only,and in no event shall Consultant
or any personnel retained by it be deemed to have been employed by City or engaged by City
for the account of, or on behalf of City.
7.5 Unless earlier terminated, as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City.
7.6 This Agreement may be terminated by City, without cause,by providing five(5)days prior
written notice to Consultant(delivered by certified mail,return receipt requested)of intent to
terminate.
7.7 If this Agreement is terminated by City,an adjustment to Consultant's compensation shall be
made,but(1)no amount shall be allowed for anticipated profit or unperformed services,and
(2) any payment due Consultant at the time of termination may be adjusted to the extent of
any additional costs to City occasioned by any default by Consultant.
7.8 Upon receipt of a termination notice, Consultant shall (1) immediately discontinue all
services affected,and(2)within five(5)days of the date of said termination notice,deliver or
otherwise make available to City, copies (in both hard copy and electronic form, where
applicable) of any data, design calculations, drawings, specifications, reports, estimates,
summaries and such other information and materials as may have been accumulated by
Consultant in performing the Services required by this Agreement. Consultant shall be
compensated on a pro-rata basis for work completed up until notice of termination.
7.9 Consultant shall maintain books and accounts of all payroll costs and expenses related to the
Services. Such books shall be available at all reasonable times for examination by City at the
office of Consultant.
7.10 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the parties as to the matters contained herein,
and any prior negotiations,written proposals or oral agreements relating to such matters are
superseded by this Agreement. Any amendment to this Agreement shall be in writing,
approved by City Council of City and signed by City and Consultant.
7.11 This Agreement shall be governed by and construed in accordance with the laws of the State
of California.
IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant
have signed in confirmation of this Agreement.
City of Redlands (Consultant)
By:
ZaSSAN PEPPLER Paul Thompson
yor Albert A. Webb Associates
Attest:
City£Clerk-, C I2 dlands