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HomeMy WebLinkAboutContracts & Agreements_58-2014_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for back-up power generator design services(*'Agreement") is made and entered in this 24h day of April,201 4 ("Effective bate"), by and between the City of Redlands, a municipal corporation("City-)and Design West Engineering(**Consultant"). City and Consultant are sometimes individually referred to herein as a"Party- and, together,as "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 back-up power generator design services the engages City's wastewater treatment plant located at 1950 Nevada Street in the City of 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 g like and similar types of Services. w ARTICLE 2-SERVICES OF CONSULTANT 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. 1.1) Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this agreement including, but not limited to, State 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 Chris Diggs, Deputy Municipal Utilities and Engineering 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. ARTICLE 4- PERFORMANCE OF SERVICES 4 1 This Agreement shall terminate upon completion and acceptance of the Services by City, and in accordance with section 8.5 below. 4.2 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to the City,consistent with City Council adopted policy for the same, It shall be the obligation of Consultant to obtain a copy of such policy from City Staff. I HAW t)c)cz,ir-ienti,PROJECTS'-Agreer.ictit,,\Wk�'['P Generatoe,,Design W'e�t WWTP Generator Agreement 4 15 14(from Dan)-doe ARTICLE 5 —PAYMENTS TO CONSULTANT 5.1 The total compensation for Consultant's performance of the Services shall not exceed the amount of Twenty Nine Thousand Seven Hundred Ninety Five Dollars($29,795.00) and shall be paid on a time and materials basis based upon the rates shown in Exhibit-,B,'* entitled"Project Cost,"which is attached hereto and incorporated herein by 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 performed,the dates the Services were performed, and the number of hours spent and by whom. 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: city Consultant Chris Diggs Mark Galle, Principal City of Redlands Design West Engineering 35 Cajon Street, Suite 15A 275 West Hospitality Lane, Suite 100 P.O. Box 3005 (mailing) San Bernardino, CA 92408 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 AND INDEMNIFICATION 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 the 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. 6.2 Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self-insured or exempt from the workers' compensation laws of the State of California. Consultant shall provide City with Exhibit"C,"entitled "Workers' Compensation Insurance Certification." which is attached hereto and incorporated herein by this reference prior to occupancy of the Premises. 6.3 Consultant shall secure and maintain comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of One Million Dollars($1,000,000) per Z711 occurrence and Two Million Dollars ($21,000,000) aggregate for public liability,property 2 1U.Nly I)ocuments'xPROJECTS,�Agreement,\WWf'P GeneratoeDesign west ww,rP Generator Agreement 4 15 14(from Danydoc damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. 6.4 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. 6.5 Consultant shall have business auto liability coverage, with minimum limits of One Million Dollars($1,000,000) per occurrence, combined single limit 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 such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City, 6.6 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 occasioned by any negligent act or omission by, or willful misconduct of, Consultant,or its officers, employees and agents in performing the Services. 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 of 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 authorization 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. 11\My I)oeumen&,PROJECTS\-A-,reements\WW'I'P Generat(WDesign West WWTP Generator Agreement 4 15 14i From Dan).doc 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, Consultant shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by 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 conditions of this Agreement the prevailing Party shall, in addition to any costs and other Agreement I 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 any of its agents shall have control over the conduct of Consultant or Consultant's employees,except as herein set forth. Consultant shall supply all 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 This Agreement shall terminate upon completion and acceptance of the Services by City, unless earlier terminated as provided for below, however 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. 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. 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 4 II'My[)ocuments\PROJECTS,jkgreements\WW'I'P GeneratorOesign West WWTP Generator Agreement 4 15 14(ftom Dan).doc termination notice, deliver or otherwise make available to City, copies(in both hard copy and electronic form, where applicable)of 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 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 shall 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. IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement. CITY OF REDLANDS DESIGN WEST ENGINE EE 1G By: By: Tina T. Kundig, Finance Director Mark'Ae. Principal Attest: "nes" Sam Irwin, ity 'Ierk 5 I I_',Mv Documents,PROJECT'-,',Agreements,,WW'TP(3etieratorS7esigii West WW-FP Generator Aizreement4 15 t4from Dan).doc "EXHIBIT "A" Scope of Work Preliminary Engineering 1) Obtain and review existing building and electrical plans, studies, and other related planning documents from the City and perform the necessary field investigations to identify characteristics of the existing electrical loads and electrical systems. 2) Conduct an inventory of the wastewater treatment plant's electrically powered equipment and facilities to determine the necessary capacity and features needed for a back-up power supply, and all necessary switch board, circuits enabling the generator to perform as mandated by regulations. 3) As the City already possesses a cogeneration facility, also determine if the existing engine alone can be replaced with a new engine that is able to meet emission standards. 4) Attend one project kick-off meeting and two preliminary design meetings with City staff to survey the existing site to determine the physical conditions, constraints, and overall capacity of the existing electrical systems pertinent to the scope of the project. No work will be conducted outside of normal hours without City approval. 5) Analyze current electrical distribution and power systems along with and determine preliminary design conceptual layouts and locations for the new proposed emergency equipment per applicable codes. 6) Interview City staff to determine future expansion needs for the wastewater treatment operations and establish proper performance objectives for the generator based on the findings from the survey.' 7) Investigate existing ground bank and coordinate with utility company to determine requirements for disconnection. 8) Provide a written report of findings and recommendations as to whether the existing natural gas engine can be reused or whether a new diesel generator set is recommended to replace existing cogeneration engine generator. It is anticipated a cursory topographic survey and soils boring information may be needed for the equipment generator pad and surrounding area should the generator be located outside of the existing building. Soils report will be provided by City. 9) Develop Project Schedule and Staffing Requirements. 10) Preliminary selection and location of Generator and Electrical equipment. The generator will be designed to comply with the State Regional Water Quality Control Board Order 98-54, G.S. as amended and all other federal, state, and local regulations relating to the requirement for a back-up generator for the wastewater treatment operations for the safeguard of the environment and human health. The generator will be sized for high inrush starting currents of existing 200HP motors. 11) Begin research for plan check submittal and securing of permits. Construction Document 90% Phase I) Design coordination meetings with City as necessary 2) Address any comments from the City or other agencies generated from previous plan check 3) Submit complete set of construction documents (PS&E) including all the necessary instructions and details to carry out the work in accordance with the preliminary permits and/or conditions from other agencies 4) Obtain construction permits from the City of Redlands and other agencies 5) Submit package in print (three sets) and electronic (MS Word) (CD) formats for review and include previous plan check 6) Final itemized cost estimate 7) Final type set specifications Construction Document 100%Phase I Address all comments from the City or other agencies generated from previous plan check 2) Submit complete set of construction documents (PS&E) including all the necessary instructions and details to carry out the work. Final set of plans will be printed on reproducible Mylar with each sheet stamped and signed by a State of California Board of Professional Engineers & Land Surveyors Electrical/Structural Engineer. Provide final documents in MS Word and AutoCAD format to the City on CD. 3) Submit final construction permits Bidding Negotiations Phase 1) Aid the City in tabulating and evaluating construction bids. 2) Assist the City in preparing the bid addenda as required to provide clarification to drawings and specifications and respond to Requests for Information (RFIs) and/or Requests for Clarification (RFCs) 3) Respond to City with all clarifications of drawings and specifications. Do not telephone clarifications to bidders 4) Attend one pre-bid meeting at City Hall to review the plans and specifications with bidding contractors to answer any questions they may have 5) Provide addenda as required to clarify drawings and specifications in a timely manner Construction and Post Construction Phase I Provide field observation trips at appropriate stages of construction completion as required, and a final job-site observation 2) Provide clarifications and revisions to drawings and/or specifications when required Provide response to RFPs to City within two business days of receipt 4) Review and return to the City shop drawings and submittals within five business days of receipt. Provide re-review of submittals when required Exihibit "B" Project Cost FEE BREAKDOWN City of Redlands Waste Water Treatment Plant Emergency Generator Design F Su l F S F F p S TEIr : E Pro�re5 £ Rwtay Sian Foe tsarap Swxx er Lm*Lm* urt ar. xarrp ra Fee TOTAL M DrsD"Ww upmisor Panton Lw Maya,P.E. Roy Jett Horm" ac SUR LauhoP• MAAM P,E.,S.E 1.01 Kick Off Meeting 12 12 24 hours 1.02 Site Visit Coordination 8 8 16 hours 1.03 Design Meetings, 8 6 16 hours 1.44 Prepare Electrical Drawings/Detalis. 16 32 52 100 hours 1.05 In-house OAIQC 4 4 8 hours 1.46. Technical Specifications with Bid Form_ 4 6 _.10 hours 1.47_ Prepare Cost Estimate. 2 2 hours 1.08 Civil incorporation_ 3 8 11 hours 1.08 Structural Calculations I 1 is 1.10 Civil Plans and Topography. 1 1 Is 1.11 Reimbursabies 1 1 Is 1A2, Geotech Soils Report_ 0 0 is 1.13. Plan Check&Permitting. 0 0 0 hours 1.14 Bidding Support, 4 4 hours 1.16 Pre-Bid Meeting a 4 hours TOTAL HOURS 52 79 60 4 1 1 1 0 RATE S16000 $12500 $9500 $7500 $250000 $2,85000 $250.04 $3,600.00 TOTAL FEE $8,32000 $9,87500 $5,70000 $300.00 $2,500.00 $2,850.00 $250.00 $0.00 $29,796.00 EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION 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 by one or more insurers 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. CHECK ONE I am aware of the provisions of Section 3700 of the 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 and activities required or permitted under this Agreement. (Labor Code §186 1). I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California. However, at any time, if I employ any person such that I become subject to the workers* compensation laws of California, immediately I shall provide the City with a certificate of consent to self-insure, or a certification of workers* compensation insurance. I certify under penalty of perjury under the laws of the State of California that the information and representations made in this certificate are true and correct. DESIGN WEST ENGINEERING -Olt By: Ma aIle, Principal Date: I