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HomeMy WebLinkAboutContracts & Agreements_188-2007_CCv0001.pdf -,_.�> ,...rr_„w_..� :7a�,��.,W.a1.�,�-^>. `�` ,�L.�"^,� -r ' �a✓.,,`',�„` z. �`-»�.�4"ti^�",, 7 � -a� r ate,, `.:,, ,..a,_r....,:��,-.�.v��.r-�,..w-..�`�'�•.t-,;., �s-:""",.-...,.c,� �.i. .. � t�-r.. Y AGREEMENT TO FURNISH CONSULTING SERVICES FOR THE TERRACE PARK This agreement for consulting services ("Agreement") is made and entered into this 11Ofh day of October, 2007 ("Effective Date" b y and between the"} and Community Works Design Gr uo p ("Consu�t�f,Redlands, a municipal corporation ("City Consultant are sometimes individually referred to herein as a "Party" and together, as the In consideration of the mutual promises contained herein, City and Consultant a follows: gee�' as ARTICLE I - ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant to perform consulting services in connection with Terrace park(the"Services"). h City's 1.2 The Services shall be performed by Consultant in a professional manner, and Co represents that it has the skill and the professional ex nsuI ant Se to City at a level of competency presentlymaintained by other practicing cessary to e 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 "A," entitled "Scope of Services," which is attached hereto and incorporated hereinby this reference. y 2.2 Consultant shall comply with all applicable Federal, State and local laws and re in the Performance of this Agreement including, but not limited to, the gulations Disabilities Act, the Fair Employment and Housing Act. Americans with ARTICLE 3 - RESPONSIBILITIES OF CITY 3.1 City shall make available to Consultant information in its possession that Consultant in performing the Services, may assist 3.2 City will make reasonable provision for Consultant to enter upon City-ownedr required by Consultant, to perform the Services property, as 3.3 City designates Tom T. Fujicvara as City's representative with respect to erfv the Services, and such person shall have the authorityto tion p rmance of Information, interpret and define Cit 's transmit instructions, receive Performance of the Services. y Policies and decisions with respect to DIMiAgree:C'ommunity works Design Group Agreement t J 0125107 1:22 p.m. i r �� �, 3rd" ✓` _ - rf r# ARTICLE 4-.PERFORMANCE OF SERVICES 4.1 Consultant shall perform the Services in a prompt and diligent with the schedule set forth in Exhibit"B,"entitled "Project er and in accordance 4.2 At any time during the term of this Agreement, City may request that C Extra Services. As used herein, "Extra Services" means any work which is determined ltant perform necessary by City for the proper completion of the project or work for which the Services are being performed, but which the Parties did not reasonably an would be necessary at the time of execution of this Agreement. Provided the Extra Work does not exceed twenty percent(20%)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 Six Thousand Five Hundred Dollars (S6,500). City shall pay Consultant on a time and materials basis up to the not to exceed amount and in accordance with Exhibit "C " entitled `Fee Proposal," which is attached hereto and incorporated herein erein by this 5.2 Consultant shalt submit monthly invoices to City describing the work performed during the preceding month. Consultant's invoices shall include a brief desc he Services performed, the dates the Services were performed, the number of hours f spent and by whom, and a description of reimbursable expenses, if any. Consultant no later than thirtyyCity shall pay Consultant's invoice (30 days after receipt and approval by City of 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 totality 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. DAI'',.Agree'.Community Works Design Qn>up Agree.•ment 10/25/07 1:22 p.m. 2 i rw N 5.3 All notices shall be given in writing b mail should be addressed as follows y personal delivery or by mail. Notices sent by City Consultant Tom T. Fujiwara Timothy I. Maloney City of Redlands Community Works Design Group Public Works Department P.O. Box 3005 4649 Brockton Avenue Redlands, CA 92373 Riverside, CA 92506 When,so addressed, such notices shall be deemed given upon deposit in the Unit Changes may be made ed States Mail. in the names and addresses of the person to who notices and payments are to beiven b g y 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 notice to City. except upon thirty(30) days prior written 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 hanrnless 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 waiver shall not apply to any damage resulting from the sole negli agents. To the extent any of the damages referencgence of City, its employees or ed 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 are valid and enforceable only to the extent of the negligence of Consultant, its officers, agents and employees. D1M`.AgreeiCcimmunity Works Design Group Agreement 1012_5,!07 1:22 p,m. .�✓ �-, y✓r Nwo �r 6-3 Hold Harmless and Indemnification. Consultant shall defend in harmless City and its elected officials, employees and agents from and against and hold claims, losses or liability, including attorneys fees, arising injury any and all persons or damage to property occasioned by Consultant's and fi s of�icrry ordeathto and agents, sole negligent acts or omissions in performing employees, P b the Services. 6.4 Assignment. Consultant is expressly p y prohibited from assigning any of the Services without the express prior written consent of City. In the event of agreement by the Parties to assigii a portion of the Services, Consultant shall add the assignee additional insured and provide City with the insurance endorsements required by this Agreement prior to the performance of any Services by the assignee. ent does not include printing or other customary reimbursable expenses that mabeprovided 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- 6.6 maintained by City, Professional Liability Insurance. Consultant shall secure and maintain professional liability insurance throughout the term of this Agreement in to amount of One Million Dollars($1,000,000)per claim made. 6.7 Business Auto Liability Insurance. Consultant shall have business auto liabilit coverage, with minimum limits of One Million Dollars ($1,000,000) per oy ccurrence, combined single limit for bodily injury liability and is coverage shall include all Consultant owners vehicles p usederty in aconnection ge liability. with Consultant's provision of the Services, hired and non-owned vehicles, and employee non- ownership vehicles. Such insurance shall be primary and noncontributing to any insured. insurance or self insurance maintained by City. Cit}, shall be named as an additional 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. DJIWAgrec`,Corrlmunity works Design Group Agrrement 10/25%07 1:22 p.m. 4 c „ �r 7.2 Consultant agrees it is not a designated employee within the meanin of the Reform Act because Consultant: g Political A. Does not make or participate in: (i) the making or any governmental decisions regarding a rule or regulation, or the adoption or enforcement off laws; of a rate, (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 which City is a party, or to the specifications for such acontract; to (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 dories 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 CONSIDpTIONS 8.1 Attorneys Fees. In the event any action is commenced to enforce or inty of th erpret ane terms or conditions of this Agreement the prevailin Pa rty shall, in addin to any costs and other relief be entitled to the recovery of its reasonable attorneys, feeincluding fees for the use of in-house counsel of the Parties. 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. DJNCAgree'Community works Design Group Agreement 10/25/07 1:22 p.m. 5 .? Yo-.. _.,,..._ue�✓i' � %` :. ¢.� ' x tiry aN MEN 8.3 Documents and Records. All documents, records, drawings, designs, cost estimates electronic data files, databases and other documents developed b Consultant sultant in connection with its Performance of the ServtceS, and any copyright interest in such documents, shall become the property of City and shall be delivered to City u completion of the Services, or upon the request of City. Any reuse of such doc mein and any use of incomplete documents, shall be at City's sole risk. nts, 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 an retained by it be deemed to have been employed by City or engaged by Ciyefor he 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. D. Upon receipt of 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 co form, where applicable) of any data, design calculations, drawings, and electronic reports, estimates, summaries and such other information and materialsasmay have tb en accumulated by Consultant in performing the Services Consultant shall be com ens on a pro-rata basis for Services completed up to the date of termination. p ated 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 three3 ( )years, or for any longer period required by law, from DPV"Agrm-;,Community Works Design Grains Agrcernent 6I0i25/p7 1:22 p.m, § r �3 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. t l 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. IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant have signed in confirmation of this Agreement. CITY OF REDLANDS By: CS on Harrison, Mayor Attest: 4 City Jerk COMMUNITY ORKS DESIGN GROUP By: Timothy I. Malone D3'vf`.�gree,Community winks Deeign Group Agreement 7 10/25/07 1:22 p.m. a st Exhibit A Scope of Services y D1M''Agrcc`.Community Works Design Group Agreement g 101'25107 1:22 p.m. z k�T Mr.Tom Fu}€warn 460 k*ksea Public Works Dt,.pt. CITY OF RMLAND5 P-0.BOX 3005 Redland-';-CalirOmia 92373 6 ersi a,t Subject TOM Park Daw Tom; eased, hay re+f l €l��this p� for Prciiai�i ry PIR"t€itig for T Park. We(fit)�6B(!tom fOvvst#theMaterial from office visited the site&w believe we hm a nderstttdi€rg ofthe po ofd pmj pw Weam 00"ain wec&nDuce an ctnt and CUst�eYerre deli which will meet the with Y�On t tis YOU on t crffi gradhis l'�.J - ti fy the r uirr tx Its Ot the City, We look forwaH to a arke ng sts€t r. 3r L SCOPE OF NERVICYS A. P=LM Aa€LAN_NJNQ Flans at this stage will outlirt all hasdsrapc ams including wall$,benches,tables, M and plar€ting amu MW plant=WrUl nXommendati s. 'rnese pis will be t"Ined over to your office for staff review in order to detennioe any fid adjustmettrs Pr or t*w0fking Out details mrd beginning spmij*Icati0n5. l- "he PrelimitlarY Plating documents will min U)dccin€ quality and€ etflod of constpuction of the project. be pact 2. Catalog cuts and 00ft$tt4xti0n details will be provided for review ltv your to ttcea 3 t4 31 The Pretimingry blaring docunvnts will be re_vowed with your office on a regular basis. a. C'Drn:srt€om c c imam Wiles will be Med to staff'for review.. 5. The plans will be submiticd to the City for review and apMval. TERRACE PARK 01006 Shou"d'U'y q tlOns�s working Twit ant projco�tecming this p J ply dO rot hesitate tD call, tie lcxc►k fore you on this iiftnl e�ct- to Cordi$llyy, Cf3MMUNtry WORKS DES1Csjf G�U11P icy I, MalOnsy,ASLA LAst#-VAP,-*Architftt#2110 Ao0cptcd- Datc -17 Page Z r r Exhibit$ Project Schedule With the Notice to Proceed issued no later than November. 1, 2007, the project co February 29, 2008. mpletion date is ©.IM`.Agrce4Community tk'c>rks Design Group Agreement g 10/25/07 1:22 p.m. U .✓.__ ,„.sc_ ,-¢._. .. e..1�9��.� .rte*_._.„,�� ....._...,.t._,€�_... "3 aw 01 av r Exhibit C Pee Proposal The following is our proposed fee to provide all work mentioned in the for the Redlands Terrace Park Project. Scope of Work outline Consultant Services Fee 1• Preliminary planning Hourly NTE $5,000.00 z• Reimbursables Allow $1,500.00 Total $6,500.00 A. Provisions of Attachment 1 are an integral part of this proposal as if herein writ after 90 days if an agreement for profcssio ten �n full. B. This proposal expires a executed' nal services is not fully DJMtAgrme CommtInity works Design(stoup Agreement f 0 10/25/07 1:22 p.m. l .wU-7 hti s TERRAce p K ATTACUMLNT Nncipatl LaWWAPe Archit 's tin*at fife fixed rare or, $115,00 ger hour �n�pe ttrchit�t'§ 14Mat the fixed rate or, S95-00 per hour t-andmape C}2si '' time at the fixed rate of: $75.00}ser'flow S�+s time at the rued rare of: $55.00 per hmr Services Of outside comultmts not Wed in tide dpr�L� dis�ot �iF service for*0mdinaq�, Cost.,plus 15%of the Meal est of Utrt$I tit URt m.E ttcirrrisurslsbie its sash as dle rpt cxfplortirzg„ s gmpifs `cdWiaas atsci irzp}ain�at our dirv�t `f� "ge will be billed at 3�+�tt l ire. cog plus We Wiil bill On a r+strnthty basis'n prOP00itstc tis the i +stage ofwngi�at the tissse a�l'iaittin bitting emeRts are care upon receipt. g. All AMIMULUAmm Additional Smkr "Mall be vi ti be in P �only n �or� the arx�rda �Nssr Flc�rt b} C)'�w►er. Ceampeni+Errs�, 1, Additimmat i�may ice.but are not tirnited to:y ares and Reim#a hie its per Attaeiznr i' ung McUarmventsor d,144ngs Of existing�trucfivtt when 2. iZevising t 8 MVftted by the()wtrrer. Y iced�twinp to ace rnpfiab cl ges�by t (? m r. ,any tic reqftsted �' �r that is aor tscretsf 4. ore tfat€�sned ��l Sorts invesrig,�ion. 5.. E"ironn�ental i4�4860 s srrd semis. 5• Strtretmi Engineering. Pa"d