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HomeMy WebLinkAboutContracts & Agreements_234-2005_CCv0001.pdf AGREEMENT TO FURNISH ENGINEERING SERVICES TO DEVELOP A REQUEST FOR PROPOSALS (RFP) FOR MAINTENANCE/OPERATION SERVICES FOR THE EXISITING COGENERATION FACILITY AND ASSESSING VIABILITY OF STIRLING ENGINE GENERATORS FOR A NEW COGENERATION PROJECT This Agreement is made and entered into this 15th day of November,2005,by and between the City of Redlands, a municipal corporation (hereinafter "City") and Carollo Engineers, hereinafter ("Consultant"). In consideration of the mutual promises, covenants and conditions hereinafter set forth, City and Consultant hereby agree as follows: ARTICLE 1 - ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant,and Consultant hereby accepts the engagement,to perform professional consulting services("Services")for Engineering Services to develop an RFP for Maintenance/Operation Services for Existing Cogeneration Facility and Assessing Viability of Stirling Engine Generators for a New Cogeneration Project("Project"). 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 high quality Services for the Project at the level of competency presently maintained by other practicing professional engineers 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 Attachment "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 rules, laws and regulations in the performance of this Agreement including,but not limited to,all applicable Labor Code and prevailing wage laws. ARTICLE 3 -RESPONSIBILITIES OF CITY 3.1 City shall make available to Consultant information in its possession that is pertinent to the performance of Consultant's Services. 3.2 City will provide access to and make provisions for Consultant to enter upon City-owned property or right-of--way as required by Consultant to perform the Services. 3.3 City designates Greg Gage, Project Manager, 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 Attachment"B", entitled"Project Schedule". ARTICLE 5 - PAYMENTS TO THE CONSULTANT AND NOTICE 5.1 The total compensation for Consultant's performance of the Services shall not exceed the amount of$17,455. City shall pay Consultant on a time and materials basis up to the not to exceed amount, in accordance with Attachment"C", entitled"Project Costs"based on the hourly rates shown in Attachment"D", entitled"Rate Schedule". 5.2 Consultant shall bill City within ten days following the close of each month by submitting an invoice indicating 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 contractual 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: Cily Consultant Greg Gage George Beliew Municipal Utilities Dept. Carollo Engineers 35 Cajon Street 225 W. Hospitality Lane P. O. Box 3005 San Bernardino, CA 92408 Redlands, CA 92373 When so addressed, such notices shall be deemed given upon deposit in the United States Mail. In all other instances,notices,bill and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices,bills, and payments are to be given by giving notice pursuant to this paragraph. ARTICLE 6 - INSURANCE AND INDEMNIFICATION 6.1 Consultant's Insurance to be Primary All insurance required by this Agreement is to be maintained by Consultant for the duration of this Project and shall be primary with respect to City and non-contributing to any insurance or self-insurance maintained by the 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 work. 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 Worker Compensation and Employer's Liability insurance throughout the duration of this Agreement in amounts which meet statutory requirements with an insurance carrier acceptable to the City. B. Consultant expressly waives all rights to subrogation against the City, its officers, 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 shall not apply to any damage resulting from the sole 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 the 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. 6.5 Business Auto Liability Insurance. Consultant shall have business auto liability coverage, with minimum limits of one million($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 on the project,hired and non-owned vehicles,and employee non-ownership vehicles. Consultant shall obtain an endorsement that the 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 written consent of City. In the event of mutual agreement between parties to sublet a portion of the Services,the Consultant will add the subcontractor as an additional insured and provide the City with the insurance endorsements prior to any work 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 and its elected officials, 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 officers, 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 shall not assign any of the Services required by this Agreement, except with the prior written approval of City and in strict compliance with the terms, provisions and conditions of this Agreement. 7.3 Consultant's key personnel for the Project are: Project Manager: George Beliew Consultant agrees that the key personnel shall be made available and assigned to the Project, and that they shall not be replaced without concurrence from City. 7.4 All documents, records, drawings, designs, costs estimates, electronic data files and databases and other documents developed by the 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. 7.5 Consultant is for all purposes an independent contractor. 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. 7.6 Unless earlier terminated, as provided for below, this Agreement shall terminate upon completion and acceptance by City of the Services. 7.7 This Agreement may be terminated by the City, without cause, by providing ten (10)days prior written notice to the Consultant(delivered by certified mail,return receipt requested)of intent to terminate. 7.8 Upon receipt of a termination notice,Consultant shall(1)promptly discontinue all services, and(2)deliver or otherwise make available to City,copies 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 This Agreement,including the attachments incorporated herein by reference,represents the entire agreement and understanding between the parties and any prior negotiations,proposals or oral agreements are superseded by this written Agreement. Any amendment to this Agreement,to be effective,shall be in writing and approved by the City Council of City and signed by City and Consultant. 7.10 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 Carollo Engineers ("Consultant") A kv, By: By: ,AfAY9k Georgefiew, ATTEST: Cit Jerk, City 4fke ands EXHIBIT A - SCOPE OF SERVICES Engineering Services to Develop RFP for Maintenance/Operation Services for Existing Cogeneration Facility The purpose of this scope of work is to provide the City with engineering services for the existing landfill gas fueled Cogeneration Facility.These services will be associated with developing a request for proposals (RFP) to provide maintenance and operation of the existing landfill gas fueled Cogeneration facility.As described in the tasks below,engineering services will include developing the RFP. Services during bidding and review and contract negotiations will be provided by the City. Scope of Work Task 1 -- RFP Development 1.1 Workshop to set criteria 1.2 Review existing maintenance/operations agreement 1.3 Review/Develop Front End Specifications 1.4 Develop Draft RFP for procurement of maintenance/operation services 1.5 Finalize RFP Engineering Services for Assessing Viability of Stirling Engine Generators for New Cogeneration Project The purpose of this scope of work is to provide the City with engineering services during the planning phase for a new Cogeneration Facility.These services will be associated with assisting the City in assessing the viability of utilizing Stirling Engine power generation units for the new Cogeneration project currently being studied.As described in the tasks below,engineering services will include attending a workshop with the City and the Stirling Engine manufacturer and attending a site visit to the City of Corvallis Wastewater Reclamation Plant to view an operational Stirling Engine Generator. Scope of Work Task I 1.1 Schedule and attend a workshop with the City and the Stirling Engine manufacturer. 1.2 Summarize workshop and site visit findings in a brief Technical Memoranda. Optional Task: 1.3 Site visit to witness system under consideration: Schedule and attend a site visit with the City to the City of Corvallis Wastewater Reclamation Plant to view an operational Stirling Engine Generator. EXHIBIT B PROJECT SCHEDULE Engineering Services to Develop RFP for Maintenance/Operation Services for Existing Cogeneration Project Consultant shall commence work immediately following approval of the Scope of Work and authorization from the City. Consultant has reviewed the project with the City and agrees that the following schedule presents a reasonable time frame in which to complete the work. Item Start Date Completion Date 1.0 RFP Development November 16, 2005 December 31, 2005 Engineering Services for Assessing Viability of Stirling Engine Generators for New Cogeneration Project Consultant shall commence work immediately following approval of the Scope of Work and authorization from the City. Consultant has reviewed the project with the City and agrees that the following schedule presents a reasonable time frame in which to complete the work. Item Start Date Completion Date 1.1 Workshop November 16, 2005 November 30, 2005 1.2 Site Visit- Corvallis November 16, 2005 December 31, 2005 WRF 1.3 Workshop/ Site Visit November 16, 2005 December 31, 2005 Summary Consultant and City mutually agree that they will work earnestly toward meeting the above tentative schedule. Should the Scope of Services change or should problems arise during the work period,which could affect the above schedule, it is understood that both consultant and City will develop a revised schedule to address such scope changes and problems. The costing herein assures that all work will be completed by December 31, 2005. EXHIBIT C PROJECT FEE Engineering Services to Develop RFP for Maintenance/Operation Services for Existing Cogeneration Facility See attached detailed breakdown per task Labor Costs Amount Engineering Labor $ 11,210 Other Direct Costs Including $ 1,125 Travel & Subsistence, printing&PECE Total $ 12,335 Engineering Services for Assessing Viability of Stirling Engine Generators for New Cogeneration Project PROJECT FEE Labor Costs Amount Engineering Labor $ 4,320 24 hours @$180/hour Other Direct Costs $ 800 Travel &Subsistence Total $ 5,120 Total Project Fee: $17,455.00 EXHIBIT D FEE SCHEDULE Engineering Services to Develop RFP for Maintenance/Operation Services for Existing Cogeneration Facility and for Assessing Viability of Stirling Engine Generators for New Cogeneration Project Hourly Rate Engineers/Scientists Assistant Professional $ 102.00 Professional 138.00 Project Professional 165.00 Lead Project Professional 180.00 Senior Professional 195.00 Technicians Technicians 78.00 Senior Technicians 118.00 Support Staff Word Processing/Clerical 70.00 Project Equipment Communication Expense 7.50 (PECE) Per DL Hour Other Direct Expenses Travel and Subsistence at cost Mileage .405/mile Subconsultant cost+ 10% Other Direct Cost cost+ 10% Expert Witness Rate x 2.0