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AGREEMENT TO PERFORM PROFESSIONAL ENGINEERING SERVICES
This agreement for the.provision of engineering services associated with conducting
a foundation assessment of private property located at 624 West State Street in Redlands for
the City of Redlands ("Agreement") is made and entered into this 215`day of April, 2011
("Effective Date"), by and between the City of Redlands, a municipal corporation("City")
and Carollo Engineers,Inc.("Consultant"). City and Consultant are sometimes individually
referred to herein as a"Parry"and,together,as the"Parties." In consideration of the mutual
promises contained herein, City and Consultant agree as follows:
ARTICLE 1 - ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to perform professional engineering services
associated with conducting a foundation assessment for private property located at
624 West State Street in Redlands (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 that Consultant shall perform are more particularly described in
Exhibit "A," entitled"Scope of Services,"which is attached hereto and
incorporated herein by reference.
2.2 Consultant shall comply with 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 Employment and Housing Act and
prevailing wage laws.
2.3 Consultant shall provide all reports, documents and data associated with the
Services to City's City Attorney. Such reports, documents and data shall be
considered confidential and work product privileged.
ARTICLE 3 -RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may
assist Consultant in performing the Services. Consultant shall be entitled to use
and rely upon all such information provided by City and others in performing
Consultant's Services under this Agreement.
3.2 City designates Rosemary Hoeming, Municipal Utilities and Engineering
Director, as City's representative with respect to performance of the Services, and
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such person shall have the authority to transmit instructions,receive information,
interpret and define City's policies and decisions with respect to performance of
the Services.
3.3. City shall arrange for access to and make all provisions for Consultant to enter
upon public and private property as required for Consultant to perforin the
Services.
ARTICLE 4 - PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent
manner, and within forty five (45) days of the Effective Date of this Agreement.
4.2 During the term of this Agreement, City may request that Consultant perform
Extra Services. As used herein, "Extra Services"means any work that is
determined necessary by City for the proper completion of the Services, but
which the Parties did not reasonably anticipate would be necessary at the time of
execution of this Agreement. Provided the Extra Services do not exceed twenty
percent(20%) of the compensation to be paid by City to Consultant for the
Services, such Extra Services may be agreed to by the Parties by written
amendment to this Agreement, executed by a duly authorized City official in
accordance with Chapter 2.16 of the Redlands Municipal Code_ Consultant shall
not perform, nor be compensated for, Extra Services 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 Six Thousand Seven Hundred Sixteen Dollars
($26,716). City shall pay Consultant on a time and material basis at the rates
described in Exhibit"B."
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 related to the
project. City shall pay Consultant no later than thirty (30) days after receipt and
approval by City of Consultant's invoice.
5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by
mail should be addressed as follows:
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Citv Consultant
Rosemary Hoerning,Director Mr.James A.Doering,S.E.,P.E.
Municipal Utilities and Engineering Department Carollo Engineers, Inc.
City of Redlands Associate Vice President
35 Cajon Street 1054 0 Talbert Avenue
Suite 15A Suite 200 East
P.O. Box 3005 (mailing) Fountain Valley, CA 92708
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 5.3.
ARTICLE 6 - INSURANCE AND INDEMNIFICATION
6.1 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 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.
Insurance policies shall include a provision prohibiting cancellation or
modification of the policy except upon thirty(30) days prior written notice to
City;provided, however,the policies shall allow for ten (10) days notice for
cancellation to City due to non-payment of premium.
6.2 Consultant shall secure and maintain Workers' Compensation and Employer's
Liability insurance throughout the duration of its performance of the Services in
accordance with the laws of the State of California, with an insurance carrier
acceptable to City.
6.3 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 to the extent caused by the negligent act, omission or failure
to act by Consultant, its officers, employees and agents in performing the
Services_ Notwithstanding the foregoing, for any claim alleging Consultant's
negligent performance of professional services.
6.4 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
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and personal injury is required. City shall be named as an additional insured and
the insurance policy shall include a provision prohibiting modification of
coverage limits or cancellation of the policy except upon thirty (30)days prior
written notice to City. Such insurance shall be primary and non-contributing to
any insurance or self-insurance maintained by City. Certificates of insurance shall
be delivered to City prior to commencement of the Services.
6.5 Consultant shall secure and maintain professional liability insurance throughout the
term of this Agreement in the amount of One Million Dollars($1,000,000)per claim
made. Certificates of insurance shall be delivered to City prior to commencement of
the Services.
6.6 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. City shall be named as an additional insured and a certificate of
insurance and endorsement shall be delivered to City prior to commencement of
the services_ Such insurance shall be primary and non-contributing to any
insurance or self insurance maintained by City.
ARTICLE 7 - CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or
interest in any real property that may be the subject of this Agreement or any
other source of income, interest in real property or investment that 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 City 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 City 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
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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 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.
ARTICLE 8 - GENERAL CONSIDERATIONS
8.1 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,
including fees for the use of in-house counsel by a Party_
8.2 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 Project related documents, records, drawings, designs, cost estimates, electronic
data files, databases and any 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 Consultant is for all purposes under this Agreement an independent contractor
and shall perform the Services as an independent contractor. Neither City nor of
its agents shall have control over the conduct of Consultant or Consultant's
employees, except as herein set forth. Consultant shall supply necessary tools and
instrumentalities required to perform the Services. Assigned personnel employed
by Consultant are for its account only, and in no event shall Consultant or
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
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agent, nor shall Consultant have any authority, express or implied, to bind City to
any obligation.
8.5 Termination.
A. This Agreement may be terminated by City, in its sole discretion., by
providing ten(10) days prior written notice to Consultant(delivered by certified
mail,return receipt requested)of City's intent to terminate. Unless earlier
terminated as provided for below,this Agreement shall terminate upon
completion and acceptance of the Services by City.
B. 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.
C. Upon receipt of a termination notice, Consultant shall immediately discontinue
its provision 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 project related 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 Consultant shall maintain books, ledgers, invoices, accounts and 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 reasonable times for examination by City at the office of Consultant.
8.7 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. Except as
otherwise provided for herein, an amendment to this Agreement shall be in
writing, approved by City and signed by City and Consultant.
8.8 This Agreement shall be governed by and construed in accordance with the laws
of the State of California.
8.9 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
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Agreement and shall not affect, impair or invalidate 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.
8.10 The Services to be performed by Consultant are intended solely for the benefit of
the City. No person or entity not a signatory to this Agreement shall be entitled to
rely on Consultant's performance of its Services hereunder, and no right to assert
a claim against Consultant by assignment of indemnity rights or otherwise shall
accrue to a third party as a result of this Agreement or the performance of
Consultant's Services hereunder.
IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant
have signed in confirmation of this Agreement.
CITY OF REDLANDS CAROLLO ENGINEERS,INC.
By: _ By.
N:Enrique a n z, ity r J es A. Doering, S.tP
Attest:
Sam Irwin, Ci Clerk
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EXHIBIT A-1
Scope of Services
The following scope of services will be provided as required:
1. Investigation:
a. A site review to observe the existing conditions of the Zanja and the building
located at 624 West State Street. Access to the subject building is anticipated.
b. Review photographs and other available documents related to the damage that
occurred in December 2010 at the Zanja.
c. Review any as-built structural drawings of the subject building(if available)_
d. Review related engineering documents for the Zanja that the City has available.
2_ Review of Reports/Proposals.-
a.
eports/Proposals:a. Review engineering reports prepared for the subject building that are related to
the foundation damage that occurred in December 2010.
b. Review proposal for foundation stabilization prepared by the building owner_
3. Assessment:
a. Summarize our findings and recommendations in a letter report:
1) To include supporting sketches and figures as required communicating what
was observed.
2) To include an appendix of photographs with descriptions of observations
made.
3) The assessment is to be based on a review of available construction
documents and visual observations made during the site review. A more
detailed evaluation will likely require soil exploration and testing to ascertain
conditions below the building foundation.
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