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HomeMy WebLinkAboutContracts & Agreements_11-1991_CCv0001.pdf AGREEMENT TO FURNISH CONSULTING SERVICES FOR RIGHT-OF-WAY ACQUISITION FOR JUDSON STREET This AGREEMENT is made and entered into as of this 7th day of May --11 1991. by and between City of Redlands Public Works Department hereinafter referred to as "OWNER" and Cutler and Associates, Inc. hereinafter referred to as "Property Acquisition Consultants" In consideration of the mutual promises, covenants and conditions hereinafter set forth, the parties do hereby agree as follows: ARTICLE 1 - ENGAGEMENT OF THE ENGINEER 1. 1 The OWNER hereby engages the PROPERTY ACQUISITION CONSULTANTS and the PROPERTY ACQUISITION CONSULTANTS hereby accepts the engagement to perform property acquisition services in connection with Judson Street Project. 1. 2 All work under this AGREEMENT shall be done in a professional manner, and PROPERTY ACQUISITION CONSULTANTS represents that he is skilled in the professional expertise necessary to provide high quality services under this AGREEMENT. 1. 3 The PROPERTY ACQUISITION CONSULTANTS shall be responsible, to the level of competency presently maintained by other practicing professional property acquisition consultants performing the same type of work for the professional and technical soundness, accuracy and adequacy of all studies, designs, drawings, specifications, and other work and materials furnished under this AGREEMENT. ARTICLE 2 - SERVICES OF THE ENGINEER 2 . 1 The PROPERTY ACQUISITION CONSULTANTS will perform the services in connection with the Project as defined in Attachment A, Scope of Work - Project Approach. -1- ARTICLE 3 - RESPONSIBILITIES OF THE OWNER 3 . 1 The OWNER will place at the disposal of the PROPERTY ACQUISITION CONSULTANTS all available information pertinent to the PROJECT, including previous reports and any other data relative to the Project. 3 .2 The OWNER will provide access to and make all provisions for the PROPERTY ACQUISITION CONSULTANTS to enter upon public and private lands as required for the PROPERTY ACQUISITION CONSULTANTS to perform his work under this AGREEMENT. 3 . 3 The OWNER will provide environmental assessments or impact reports required for this project. 3 .4 The OWNER will designate in writing a person to act as the OWNER's representative with respect to the work to be performed under this Agreement, such person to have complete authority to transmit instructions, receive information, interpret and define the Owner's policies and decisions with respect to materials, equipment, elements and systems pertinent to the work covered by this AGREEMENT. 3 . 5 The OWNER will provide standard mylar sheets. ARTICLE 4 PERIOD OF SERVICE 4 . 1 The PROPERTY ACQUISITION CONSULTANTS shall proceed with the PROPERTY ACQUISITION CONSULTANTS services set forth in Article 2 in accordance with the schedule defined in Attachment B. 4 . 2 The PROPERTY ACQUISITION CONSULTANTS shall proceed with the services under this AGREEMENT promptly and will prosecute them diligently. ARTICLE 5 - PAYMENTS TO THE ENGINEER 5. 1 For the services performed under Article 2, OWNER will pay the PROPERTY ACQUISITION CONSULTANTS on a time and materials basis at the hourly rates shown in Attachment C, Rate Schedule. The manhour estimates and total budgets are shown on Attachment D, Fee Proposal. 5. 2 Payment for additional services requested by the OWNER per Article 2.2 will be in accordance with a separately negotiated fee or in accordance with the hourly fees shown in Attachment B, Rate Schedule. 5. 3 PROPERTY ACQUISITION CONSULTANTS agrees that at the point 75-percent of budgeted costs have been expended for each scope project, the PROPERTY ACQUISITION CONSULTANTS will notify the OWNER in writing, including a brief report on job status, percent complete, analysis of budget, and envisioned expenses to complete the contractual effort. Budgets shall not be exceeded except if previously approved by OWNER. -2- 5.4 The PROPERTY ACQUISITION CONSULTANTS shall bill the OWNER within ten days following the close of each month by submitting an invoice indicating the work performed, who performed the work, and the detailed cost of all work including backup material, if requested. Payments by OWNER to PROPERTY ACQUISITION CONSULTANTS shall be made within 30 days after receipt and approval of PROPERTY ACQUISITION CONSULTANTS invoice, by warrant payable to Cutler and Associates, Inc. OWNER will notify PROPERTY ACQUISITION CONSULTANTS of unapproved invoices within 10 days of receipt of invoice. All 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 should be addressed as follows: TO OWNER: CITY OF REDLANDS Public Works Dept. P.O. Box 3005 2 E. Citrus Ave. , Ste. 222 Redlands CA 92373 TO ENGINEER: Cutler and Associates, Inc. 3711 Long Beach Blvd. , Ste. 1016 Long Beach CA 90807-3315 When so addressed, such notices shall be deemed given upon deposit in the United States Mail. In all other instances, notices, bills 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 INDEMNIFICATIONS 6. 1 PROPERTY ACQUISITION CONSULTANTS shall maintain worker's compensation insurance and, in addition shall maintain insurance to protect OWNER from claims for damage due to bodily injury, personal injury, or death and claims for injury to or destruction of tangible property while performing the services covered by this AGREEMENT. Said public liability and property damage insurance shall be in a minimum combined single limit of $1, 000, 000 per occurrence. The OWNER shall be named as additional insured on insurance coverage for public liability and property damage. The PROPERTY ACQUISITION CONSULTANTS shall provide OWNER with a certificate evidencing such insurance coverage. _3- 6.2 PROPERTY ACQUISITION CONSULTANTS agrees to defend, indemnify, hold harmless OWNER and their officers, agents and employees from and against claims, loss, damage, change or expense, including reasonable attorney's : fee, to which they or any of them may be put or subjected to arising out of or resulting from any negligent acts, errors, omissions, or failure to act on, the part of the PROPERTY ACQUISITION CONSULTANTS and/or his employees, and his contractors, in the performance of the services described in this AGREEMENT. ARTICLE 7 - GENERAL CONSIDERATIONS 7. 1 In the event of any legal action brought by either party against the other to enforce any of the obligations hereunder or arising out of any dispute concerning the terms and conditions hereby created, the losing party sial.l pay the prevailing party such reasonable amounts for fees, coasts, expenses, including attorney's fees, as may be set by the Court 7.2 The PROPERTY ACQUISITION ISITIO ENSU ,TANTS shall' not sublet or assign any of the wore covered by this AGREEMENT, except with the prior written approval of the OWNER and in strict compliance with' the' terms, provisions, and conditions of the CONTRACT. 7.3` The key PROPERTY ACQUISITION CONSULTANTS personnel proposed for this project are as follows: Robert L. Carrell, Project Manager John M. Cutler, Principal-in-charge PROPERTY ACQUISITION CONSULTANTS agrees that these key people will be made available and assigned to the OWNEWS project, and that they will not be replaced without ` concurrence' from the OWNER. 7.4 It is understood and agreed by andbetween the parties that all documents, records, drawings, designs and specifications, cations, cost estimates, and other project documents developed by the PROPERTY ACQUISITION CONSULTANTS pursuant to this AGREEMENT shall become the property of OWNER and shall be delivered to OWNER if ;and when requested upon completion of services. Any reuse of such documents for other projects and; any use o incomplete documents will be at the OWNER'S sole risk, 7.5 PROPERTY ACQUISITION CONSULTANTS is for all purposes an independent contractor. All qualified personnel provided by PROPERTY ACQUISITION CONSULTANTS pursuant to the previsions o this AGREEMENT are to be employed by PROPERTY ACQUISITION CONSULTANTS for his account only, and in he event shall. PROPERTY ACQUISITION CONSULTANTS or any personnel retained by him be deemed to have been employed by the OWNER or engaged b the OWNER for the account of or can behalf of the fl -4- 7. 6 Unless earlier terminated as stipulated below, this agreement shall terminate upon completion and acceptance by the OWNER of all work approved for performance under Article 2 of this AGREEMENT. 7.7 This AGREEMENT may be terminated in writing by either party in the event of failure by the other party to fulfill its obligations under this AGREEMENT through no fault of the terminating party: PROVIDING, that no such termination may be effected unless the other party is given (1) not less than thirty (30) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate, and (2) an opportunity for consultation with the terminating party prior to termination. 7 .8 If this AGREEMENT is terminated by the OWNER for reasons of default by the PROPERTY ACQUISITION CONSULTANTS, an adjustment to PROPERTY ACQUISITION CONSULTANTS compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed services, and (2) any payment due to the PROPERTY ACQUISITION CONSULTANTS at the time of termination may be adjusted to the extent of any additional costs to the OWNER occasioned by the PROPERTY ACQUISITION CONSULTANTS default. If termination for default is effected by the PROPERTY ACQUISITION CONSULTANTS, the adjustment in compensation shall provide for payment to the PROPERTY ACQUISITION CONSULTANTS to include a reasonable profit for services rendered and reimbursement for expenses incurred prior to the termination, in addition to termination settlement costs reasonably incurred by the PROPERTY ACQUISITION CONSULTANTS relating to committments which had become firm and approved by OWNER prior to the termination. 7.9 Upon receipt of a termination notice, the PROPERTY ACQUISITION CONSULTANTS shall (1) promptly discontinue all services affected (unless the notice directs otherwise) , and (2) deliver or otherwise make available to the OWNER, copies of data, design calculations, drawings, specifications, reports, estimates, summaries, and such other information and materials as may have been accumulated by the PROPERTY ACQUISITION CONSULTANTS in performing this AGREEMENT. 7. 10 PROPERTY ACQUISITION CONSULTANTS shall maintain books and accounts of all project related payroll costs And all expenses and incidental expense. Books shall be available at all reasonable times for examination by the OWNER at the office of the PROPERTY ACQUISITION CONSULTANTS. -5- 7 . 11 This AGREEMENT, including attachments incorporated herein by reference, represents the entire AGREEMENt and understanding between the parties and any negotiations, proposals or oral agreements are intended to be integrated herein and to be superseded by this written AGREEMENT. Any supplement of amendment to this AGREEMENT to be effective shall be in writing and signed by the OWNER and PROPERTY ACQUISITION CONSULTANTS. 7. 12 This AGREEMENT is to be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, duly authorized representatives of the parties have signed in confirmation of this AGREEMENT. CITY D OFJ S CUTLER AND ASSOCIATES, INC. ,�E By B� or - _,Principalin-Chargb Date -6- CUTLER & ASSOCIATES INC. Beal Estate and Property Acquisition Consultants w. June 24, 1991 City of Redlands City Clerk's Office P.O. Box 3005 Redlands, CA 92373 Dear City Clerk: In accordance with Elsa Paisley's request, enclosed please find the executed Agreement to Furnish Consulting Services for Right of Way Acquisition for Judson Street. If you need further information, please do not hesitate to call. Sincerely, CUTLER & ASSOCIATES, INC. Nanette A. Frascona Administrative Assistant NAF:fan enclosures cc: Elsa Paisley, Associate Engineer 37111 Long Beach Boulevard, Suite 1016, Lore Beach, CA 90807-3315 Telephone: (213) 427-2333 Fax: (213) 427-3943