HomeMy WebLinkAboutContracts & Agreements_164-2006_CCv0001.pdf AGREEMENT FOR CONSULTING SERVICES
This agreement for consulting services("Agreement")is made and entered into this 18th day
of July, 2006 ("Effective Date"), by and between the City of Redlands, a municipal corporation
("City")and Albert A, Webb Associates("Consultant")who are sometimes individually referred to
herein as a"Party'' and together, as the "Parties."
In consideration of the mutual promises contained herein, City and Consultant agree as
follows:
ARTICLE 1 - ENGAGEMENT OF CONSULTANT
LI City hereby engages Consultant to perform administration and management services for the
City's landscape Community Facilities Districts (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 Services which Consultant shall perform are more particularly described in Exhibit"A,"
entitled"Scope of Work, 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, the Americans with
Disabilities Act, the Fair Employn-ient and Housing Act and prevailing wage laws
commencing at Labor Code section 1770 et seq, and non-discrimination laws including the
American's with Disabilities Act.
ARTICLE 3 - R:ESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City will make reasonable provision for Consultant to enter upon City-owned property, as
required by Consultant, to perform the Services.
3.3 City designates Ronald C. flutter as City's representative with respect to performance of the
Services, and such person shall have the authority- to transmit instructions, receive
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information, interpret and define City's policies and decisions with respect to performance
of the Services.
ARTICLE 4 - PERFORMANCE OF SERVICES
4.1 Consultant shall perform the Services in a prompt and diligent manner and in accordance
with the schedule established by City. The term of this Agreement shall be for one(1)year,
from and after its Effective Date.
4.2 At any time during the term of this Agreement, City may request that Consultant perform
Extra Services. As used herein, "Extra Services" means any work which is determined
necessary by City for the proper completion of the work for which the Services are being
performed,but which the Parties did not reasonably anticipate would be necessary at the time
of execution of this Agreement. Provided the Extra Work does not exceed fifteen percent
(15%) of the compensation to be paid by City to Consultant for the Services, such Extra
Work may be agreed to by the Parties, by written amendment to this Agreement, executed
by City's City Manager. Consultant shall not perform,nor be compensated for, Extra Work
without such written authorization from City.
ARTICLE 5 -PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Twenty-Three Thousand Nine Hundred Dollars ($23,900). Consultant shall be
compensated in the amount of Eight Thousand Six Hundred Dollars ($ 8,600) for Tasks 1
though 3 of the Scope of Work,and Fifteen Thousand Three Hundred Dollars($ 15,300)for
Task 4. City shall pay Consultant on a time and materials basis up to the not to exceed
amount; in accordance with the Scope of Work, and based upon the hourly rates shown in
the Fee Schedule attached therewith and incorporated herein by this reference.
5.2 Consultant shall submit monthly invoices to City describing the work performed during the
preceding month. Consultant's invoices shall include a brief description of the Services
performed,the dates the Services were performed,the number of hours spent and by whom,
and a description of reimbursable expenses, if any. City shall pay Consultant no later than
thirty (30) days after receipt and approval by City of Consultants's invoice, provided the
Services reflected in the invoice were performed to the reasonable satisfaction of City in
accordance with the terms of this Agreement,provided that the number of hours of Services
set forth in the invoice reflect the amount of time ordinarily expended for such Services by
members of the profession currently practicing in the same locality under similar conditions,
and provided further that all expenses,rates and other information set forth in the invoice are
consistent with the terms and conditions of the Agreement.
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5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail
should be addressed as follows:
City
Ronald C. Mutter
City of Redlands
Public Works Department
PO Box 3005
Redlands, CA 92373
Consultant
Albert A. Webb Associates
3785 McCray Street
Riverside, CA 92506
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 who notices and payments are
to be given by giving notice pursuant to this section 5.3.
ARTICLE 6- INSURANCE AND INDEMNIFICATION
6.1 All insurance required by this Agreement shall be maintained by Consultant for the duration
of its performance of the Services. Consultant shall not perform any Services 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 the 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 accordance with the laws
of the State of California, with an insurance carrier acceptable to City.
B. Consultant expressly waives all rights to subrogation against City, its elected
officials, officers and employees 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.
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J This waiver is mutually negotiated by the Parties. This waiver shall not apply to any damage
resulting from the sole negligence of City, its employees or agents. To the extent any of the
damages referenced herein were caused by or resulted from the concurrent negligence of
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City,its agents or employees,the obligations provided herein to indemnify,defend and hold
harmless are valid and enforceable only to the extent of the negligence of Consultant, its
officers, agents and employees.
6.3 Hold Harmless and Indemnification. Consultant shall defend,indemnify and hold harmless
City and its elected officials, employees and agents from and against any and all claims,
losses or liability,including attorneys'fees,arising from injury or death to persons or damage
to property occasioned by Consultant's and its officers', employees' and agents' sole
negligent acts or omissions in performing the Services.
6.4 Assignment. Consultant is expressly prohibited from assigning any of the Services without
the express prior written consent of City. In the event of agreement by the Parties to assign
a portion of the Services, Consultant shall add the assignee as an additional insured and
provide City with the insurance endorsements required by this Agreement prior to the
performance of any Services by the assignee. Assignment does not include printing or other
customary reimbursable expenses that may be provided for in this Agreement.
6.5 Comprehensive General Liability Insurance. Consultant shall secure and maintain in force
throughout the term 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. City shall be named as an additional insured. Such
insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
6.6 Professional Liability Insurance. Consultant shall secure and maintain professional liability
insurance throughout the term of this Agreement in the amount of One Million Dollars
(S1,000,000)per claim made.
6.7 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 Consultant's provision of the Services,
hired and non-owned vehicles,and employee non-ownership vehicles. Such insurance shall
be primary and non-contributing to any insurance or self insurance maintained by City. City
shall be named as an additional insured.
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ARTICLE 7,,- CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in real
property and shall not acquire any interest,direct or indirect,in the geographical area covered
by this Agreement or any other source of income, interest in real property or investment
which would be affected in any manner or degree by the performance of Consultant's
Services. Consultant further covenants and represents that in the performance of its duties
hereunder, no person having any such interest shall perform any Services under this
Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political Reform
Act because Consultant:
A. Does not make or participate in:
(i) the making or any governmental decisions regarding approval of a rate, rule
or regulation, or the adoption or enforcement of laws;
(ii) the issuance, denial, suspension or revocation of permits, licenses,
applications, certifications, approvals, orders or similar authorizations or
entitlements;
(iii) authorizing City to enter into, modify or renew a contract;
(iv) granting City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) granting City approval to a plan, design, report, study or similar item;
(vi) Adopting, or granting City approval of, policies, standards or guidelines for
City or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity participate in making
a governmental decision or otherwise perform the same or substantially all the same duties
for City that would otherwise be performed by an individual holding a position specified in
City's Conflict of Interest Code under Government Code section 87302.
7.3 In the event City officially determines that Consultant must disclose its financial interests by
completing and filing a Fair Political Practices Commission Form 700, Statement of
Economic Interests, Consultant shall file the subject Form 700 with the City Clerk's office
pursuant to the written instructions provided by the Office of the City Clerk.
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ARTICLE 8 - GENERAL CONSIDERATIONS
8.1 Attorneys' Fees. 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,including fees for the
use of in-house counsel of the Parties at rates prevailing in San Bernardino County,
California.
8.2 Prohibition Against Assignment. Consultant shall not assign any of the Services,except with
the prior written approval of City and in strict compliance with the terms, and conditions of
this Agreement.
8.3 Documents and Records. All documents, records, drawings, designs, cost estimates,
electronic data files,databases and other documents developed by Consultant in connection
with its performance of the Services, and any copyright interest in such 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, shall be at City's sole risk.
8.4 Independent Contractor Status. Consultant is for all purposes under this Agreement an
independent contractor and should perform the Services as an independent contractor.
Neither City nor any of its agents shall have control over the conduct of Consultant or any
of Consultant's employees, except as herein set forth. Consultant shall supply all tools and
instrumentalities required to perform the Services. 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. Consultant shall have no authority, express or implied, to act on behalf of City in
any capacity whatsoever as an agent, nor shall Consultant have any authority, express or
implied, to bind City to any obligation.
8.5 Termination.
A. Unless earlier terminated,as provided for below,this Agreement shall terminate upon
completion and acceptance of the Services by City.
B. This Agreement may be terminated by City, in its sole discretion,by providing five
(5)business days prior written notice to Consultant(delivered by certified mail,return receipt
requested)of City's intent to terminate.
C. 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.
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D. Upon receipt of a termination notice, Consultant shall immediately discontinue its
provisions of the Services and, within five (5) days of the date of the 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. Consultant shall be compensated on
a pro-rata basis for Services completed up to the date of termination.
8.6 Books and Records. Consultant shall maintain any and all books,ledgers,invoices,accounts
and all other records and documents evidencing costs and expenses related to the Services
for a period of three(3)years,or for any longer period required by law,from the date of final
payment to Consultant pursuant to this Agreement. Such books shall be available at all
reasonable times for examination by City at the office of Consultant.
8.7 Entire Agreement/Amendment. 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 verbal agreements
relating to such matters are superseded by this Agreement. Any amendment to this
Agreement shall be in writing, approved by City and signed by City and Consultant.
8.8 Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
8.9 Severability. If one or more of the sentences, clauses, paragraphs or sections contained in
this Agreement is declared invalid, void or unenforceable by a court of competent
jurisdiction,the same shall be deemed severable from the remainder of this Agreement and
shall not affect,impair or invalidate any of the remaining sentences, clauses,paragraphs or
sections contained herein, unless to do so would deprive a Party of a material benefit of its
bargain under this Agreement.
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IN WITNESS WHEREOF,duly authorized representatives of the City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS
By: 6�
Jon Harrison, Mayor
Attest:
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City,q- rK
ALBERT A. WEBB ASSOCIATES
By:
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EXHIBIT "A"
SCOPE OF WORK
1. Review current City standards and procedures concerning Landscape Maintenance Districts
including the following:
A. Review and familiarize ourselves with existing City landscape design standards.
B. Review and familiarize ourselves with existing City landscape maintenance
specifications.
C. Review and familiarize ourselves with existing City landscape maintenance contract.
2. Meet with City staff concerning any questions we have concerning Task. I above and
quantify City's expectations of landscape maintenance contractor.
3. Prepare standard bid specifications for landscape maintenance contracts.
4. Concerning the specific Centex project (CFD No. 2004-1) located at the southwest corner
of Wabash Avenue and 5th Avenue, perform the following services:
A. Prior to solicitation of a landscape maintenance contract, review site with an
experienced citrus grower for recommendations for corrective work, as we noted
80% of the existing trees are in decline.
B. Review project's landscape specifications, as-built drawings, and O & M manuals.
C. Assist the City in the final inspection prior to turnover to City contractor.
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D. Conduct a mandatory pre-bid job walk with interested landscape maintenance
contractors.
E. Advertise, and conduct bid opening for up to two maintenance contracts (one
specifically for citrus and the other for remaining landscape features; a possible
alternate to two contracts that may be more cost effective is to solicit one 0 & M
contract with the requirement that the prime contractor and the City.
F. Facilitate the execution of contracts between the selected contractor and the City.
G. Conduct a"kick-off'meeting with the selected contractor.
H. Conduct periodic site visits with maintenance contractor and City staff (if City
wishes to participate) (assume I visit/month for 12 months).
I . Perform monthly contractor and utility billing review.
J. Provide monthly check list status reports.
K. Address complaints to be fielded by City staff (assume I complaint/quarter for
budget purposes)
As the Centex project is the first CFD landscape maintenance project we will be managing for the
City, Tasks I through 3 are necessary background items that will not be replicated for subsequent
projects. Work items listed in Task 4 are essentially anticipated to be the standard Scope of Work
for all subsequent CFD landscape maintenance projects.
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