HomeMy WebLinkAboutContracts & Agreements_212-2012_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL ENGINEERING SERVICES
This agreement for the provision of engineering services associated with storm drain repairs
in Redlands for the City of Redlands ("Agreement") is made and entered into this 18th day of
December,2012("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 "Party" and, together, as the "Parties." In consideration of the mutual
promises contained herein, City and Consultant agree as follows:
ARTICLE j-ENGAQEMENT,,QECQN5U1ANT
1.1 City hereby engages Consultant to perform professional engineering services associated with
storm drain repairs 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 CONSULT'AN'T
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.
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 Chris Diggs, Deputy MUED Director, 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.
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 perform the Services.
-ARTICLE 4-PERFORMANCE OF SERVICES
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4.1 Consultant shall perforin and complete the Services in a prompt and diligent manner,and
within fifty one(5 1)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 Eight Thousand One Hundred Nine Dollars($28,109).
5.2 Consultant shall submit monthly invoices to City describing the work performed during the
preceding month. Consultant's invoices shall include a brief description of the Services
performed,the dates the Services were performed,the number of hours spent and by whom,
and a description of reimbursable expenses related to the project.City shall pay Consultant
no later than thirty(30) days after receipt and approval by City of Consultant's invoice.
5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail
should be addressed as follows:
LAY Consultant
Chris Diggs,Deputy MUED Director Mr.James A. Doering,S.E.,P.E.
Municipal Utilities and Engineering Department Carollo Engineers,Inc.
City of Redlands Associate Vice President
35 Cajon Street 10540 Talbert Avenue
Suite 15A Suite 200 East
P.O. Box 3005 (mailing) Fountain Valley,CA 92708
Redlands,CA 92373
When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
Changes may be made in the names and addresses of the person to whom notices and payments are
to be given by giving notice pursuant to this section 5.3.
ARTICLE 6-INSURANCE$tgANQE A_NQ INDEMI
IFICATION
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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 as
described in Exhibit"B," entitled"Workers' Compensation Insurance Certification,"
which is attached hereto and incorporated herein by this reference.
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 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-
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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 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
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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 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 Consultanfs 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.
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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 shalt 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 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, duty authorized representatives of the City and Consultant have
signed in confirmation of this Agreement.
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CITY OF REDLANDS CAROLLO ENGINEERS,INC.
Ev:_ __ __ By.ru. `
Pete Aguilar, ayor nu A.Doering, S.E.,P-
Attest.
Sam Irwin,C C rk___�_. _,d
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EXHIBIT "A"
SCOPE OF SERVICES
Through the initial assessment,the five most critically deficient areas have been identified described
below in order ofhighest priority.The preliminary investigation was performed by TKE Engineering
with the use of remote videography. Their report, along with video clips and pictures, will be
provided for review to aid for further evaluation,
• Area 1: The upstream end of this area begins at the southeast comer of the Redlands High
School Dodge Stadium in a 5' wide x 3' flat concrete top, cobblestone wall and floor
channel. The channel continues west/northwest beneath several structures on the high
school's north campus until the Church Avenue.The approximate length of this portion is
1,100 feet.
• Area 2: This area begins at the east side of 81h Street immediately south of Redlands
Boulevard. The area continues southeasterly approximately 1,000-feet, crossing the
intersection of 9th Street and State Street and crossing Citrus Avenue west of Redlands
Boulevard.The approximate length of this portion is 795 feet
• Area 3: This area begins on the South side of Brookside Avenue, about 120-feet upstream
from where the open channel becomes covered on the north side of Brookside Avenue to
Olive Avenue which lies approximately 200-feet east of Roma Street. The approximate
length of this portion is 1,400 feet.
• Area 4:This area begins on the south side of Palm Avenue,parallel to and immediately cast
of Ramona Drive,crossing the Highland Avenue.The approximate length of this portion is
1,320 feet.
• Area 5: This area is located immediately north of State Street beginning at the west side of
Texas Street and continues upstream approximately 725-feet to the east,where it turns into
an open rectangular channel.Area 5 ends at the east property line of the fourth parcel east of
Texas Street.The approximate length of this area is 725 feet.
The Consultant shall perform a thorough physical inspection of the listed above storm drain
facilities.At a minimum, the following scope of work shall be included:
I Meet with City staff to review storm drain problems in the areas described above to gain
an understanding of potential repair options available and City needs.
2. Obtain and review existing documentation relating storm drain conditions identified
above:
(1)Storm Drain Inspection Report by TKE Engineering;
(2)Video inspection in the five problematic areas.
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3. After the inspection, meet with City staff to discuss potential solutions,and costs thereof,
to guide City staff in selection of the most appropriate solution for each location.
4. Supply engineer approved drawings of the City selected repair of each location that will
allow repairs to be bid for construction.
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EXHIBIT "B"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
FOR PROFESSIONAL ENGINEERING SERVICES
Every employer except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation in one or more insurer duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations,a certificate of consent to self-
insure,either as an individual employer or as one employer in a group of employers,
which may be given upon furnishing proof satisfactory to the Director of Industrial
Relations of ability to self-insure and to pay any compensation that may become due
to his or her employees.
I am aware ofthe provisions of Section 3700 ofthe Labor Code which requires every employer to be
insured against liability for Workers' Compensation or to undertake self-insurance in accordance
with the provisions of that Code, and I will comply with such provisions before commencing the
performance of the work of this Agreement. (Labor Code §1861).
Carollo Engineers
By:
T,Iji�t I nes A. Doering Date:
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