HomeMy WebLinkAboutContracts & Agreements_35-2009_CCv0001.pdf AGREEMENT FOR INSPECTION SERVICES FOR THE CITY OF REDLANDS'
RESERVOIR RECOATING AND IMPROVEMENT PROJECT
This agreement for inspection services for the City of Redlands' reservoir recoating and
improvement project ("Agreement") is made and entered into this 12th day of March, 2009
("Effective Date"),by and between the City of Redlands,a municipal corporation("City")and CSI
Services, Inc.("Consultant"). City and Consultant 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 I -.ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide inspection services for City's reservoir recoating
and Improvement project(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 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, the Americans with
Disabilities Act, the Fair Employment and Housing Act and prevailing wage laws.
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.
3.2 City designates Wen Huang as City's representative with respect to performance of the
Services, and 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.
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ARTICLE 4 - PERFORMANCE OF SERVICES
4.1 Consultant shall perform the Services in a prompt and diligent manner and in accordance
with the schedule set forth in Exhibit "B," entitled "Project Schedule."
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 project 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 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 City's City Manager. Consultant shall not perform, nor be compensated for,
Extra Services without such prior 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 Twentv-Seven Thousand Two Hundred Fifty Dollars ($27,250), City shall pay
Consultant on a time and materials basis up to the not to exceed amount,in accordance with
Exhibit"C"entitled"Project Costs,"and based upon the hourly rates shown in Exhibit"D,"
entitled"Rate Schedule." Both Exhibits"C"and"D"are attached hereto and incorporated
herein by this reference.
5.2 Consultant shall submit monthly invoices to City describing the Services performed during
the preceding month. Consultant's invoices shall include a brief description of the Services
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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 Consultant's invoice,provided(1)the
Services reflected in the invoice were performed to the reasonable satisfaction of City in
accordance with the terms of this Agreement, (2) that the number of hours of Services set
forth in the invoice reflects the amount of time ordinarily expended for such Services by
members of the prod scion currently practicing in the same locality under similar conditions,
and (3)that all expenses, rates and other information set forth in the invoice are consistent
with the terms and conditions of the Agreement.
53 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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Cily Consultant
Wen Huang Patrick Sweeney
Municipal Utilities and Engineering Dept. Project Manager
City of Redlands CSI Services, Inc.
35 Cajon Street, Suite 15A P.O. Box-9494t— '8001T
PO Box 3005 (mailing) Santa Clarita, CA 91380 7
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 who notices and payments are to
be given by giving notice pursuant to this section 5.3.
ARTICLE 6 - INSURANCE AND INDEMNIFICATION
6.1 Insurance; generally. 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 or modification of the coverage limits of the policy
except upon thirty(30) days prior written notice to City.
6.2 Workers' Compensation and Employer's Liability. Consultant shall secure and maintain
Worker's 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 Hold Harmless and Indemnification.Consultant shall defend, indemnity 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 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.
6.5 Professional Liability Insurance. Consultant shall secure and maintain professional liability
insurance throughout the term of this Agreement in the amount of One Million Dollars
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($1,000,000) per claim made.
6.6 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.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.
ARTICLE 7 - CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in the
subject of this Agreement or any other source of income 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.
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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 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 by a Party.
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 shall 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 thirty
(30) 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
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shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed
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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.
D. 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 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. Except as otherwise provided for
herein,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
Governing
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 R.EDLANDS CSI Services, Inc.
B
Tina T. Kundig, Finance Director Patrick Sweeney, Pro"iff
Attest:
u.rn,HI' .. .
City Clerks
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EXHIBIT A
SCOPE OF SERVICES
CSI will provide technical as-needed consulting assistance and a qualified fully trained and equipped
coating inspector throughout the progress of the work up to and including final acceptance. CSI will
provide an independent, professional, and thorough inspection which includes inspection of all
elements of the tank project. The CST inspector will be fully equipped with calibrated instruments to
verify that the Contractor meets all of the requirements of the specification.
CSI's team of engineers, inspectors,and administrative support personnel shall provide up-to-date,
competent,and efficient Services.This team approach is segmented into two tasks,which frequently
overlap. Either the field inspector or the support personnel will complete the various tasks that will
be required in connection with performance of the Services.These two general segments of the team
have been detailed below under two categories: Project Support Activities and Direct Field
Inspection Activities.
Project Support Activities
1. Participate in project start-up meetings, weekly job meetings, and any special interest
meetings as required to discuss procedures, progress, problems, or outstanding issues.CSI
will complete notes and minutes for all meetings and distribute accordingly,as required.by
City
2. CS] will utilize a project specific daily inspection report for use by the CSI inspector. This
summary will include work in progress, areas accepted,and items requiring repair/rework.
CSI will assist in the determination of the quantities and/or percent of work completed for
each item for contractor progress payments.
Direct Field Inspection Activities
1. The CSI inspector will ensure that the requirements of the Contract Specifications and
Manufacturer's Technical Data Sheets for the various materials are strictly followed.ASTM
D3276 will be used a guideline for proper procedures, where not called-out. These duties
will not include any safety verifications of the CSI's work.
2. Unless otherwise required, verifications of the CSI's compliance with the specifications will
be accomplished by performing the following tasks as necessary, with the appropriate
calibrated instruments for each:
a.Condition of Surfaces Prior to Preparation—The CSI inspector will inspect the surfaces to
be prepared to assure that grease and oil have been removed, and sharp edges are
removed as specified.MACE Standard RPO 178 will be used as acceptance criteria.
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b. Compressed Air Cleanliness — The CSI inspector will check the air quality when
production includes abrasive blast cleaning or substrate blow-down procedures. This
will be accomplished in accordance ASTM D4285.
c.Ambient Conditions—The CSI inspector will monitor ambient conditions in accordance
with ASTM E337 to assure that final blast cleaning and coating application operations
are not completed outside the specified requirements.
d. Surface Preparation—The CSI inspector will examine the abrasive and equipment used
for surface preparation for adequacy to do the work, as specified. Equipment pressures
will be monitored.The inspector will verify proper storage and size of abrasives,and that
the proper degree of cleaning and surface profile is achieved.
e.Coating Preparation and Mixing—The CSI inspector will observe the mixing of coatings
to assure that all components are added and proportioned correctly and that any metering
devices are functioning properly. The inspector will verify that any materials used are
approved and that they are not used when the pot or shelf lives have been exceeded.
f. Coating Application — The CSI inspector will examine the application equipment for
cleanliness and adequacy to do the work. The inspector will observe application
techniques to assure proper coverage without detrimental runs, sags,pinholes, or other
visually evident deficiencies.
The CSI inspector will make spot checks of the wet film thickness in accordance with
ASTM D4414 so that adjustments to the amount of material being applied can be made
at the time of application to minimize the amount of rework after the coating has dried.
g.Dry Film Thickness—The CSI inspector will measure the dry film thickness of each coat
to assure that it complies with the specification requirements and manufacturers'
instructions. Film thickness will be monitored using a Type 11 film thickness gage in
accordance with ASTM D 1186, or as required.
h. Cure Evaluation—The CSI inspector will evaluate the final cure of the applied lining in
accordance with the manufacturer's recommended procedures,and or ASTM D5402,as
required.
i. Final Inspection — The CSI inspector will perform a final inspection to evaluate the
Contractor's final product.This will verify that the final visual appearance(SSPC PA 1),
dry film thickness readings, cure testing, and so forth meet the project requirements.
3. The CSI inspector will use a daily journal and daily reports to clearly document and flow-
chart the coating operations and occurrences to verify compliance with contract documents.
At the conclusion of the project a bound written summary report of all of the verifications
will be prepared. The summary report will be supported by the project's attached daily
inspection reports,
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EXHIBIT B
PROJECT SCHEDULE
the Services shall be completed within ninety (90) calendar days from the date the Notice to
Proceed is issued by City,and CSI estimates that fifty(50)days of inspection will be required.The
schedule for inspection will generally follow the construction schedule.
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EXHIBIT C
PROJECT COSTS
CST shall complete the Services on a time and materials basis for a total amount of compensation not
to exceed $27,250.
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EXHIBIT D
RATESCHEDULE
CSI shall perform the Services on a time and materials in accordance with CSI's standard terms and
conditions. CSI's fees are as follows:
Labor Inspection
Straight time ................................ $62.50/hour
Overtime ..................................... $79.75/hour
Double Time ............................... $89.50/hour
Expenses
CSI will invoice for expenses. Expenses shall not exceed $45 per inspection.
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