HomeMy WebLinkAboutContracts & Agreements_113-2006_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL ENGINEERING SERVICES
FOR OPERATIONAL ASSISTANCE AND TROUBLESHOOTING FOR
THE HINCKLEY WATER TREATMENT PLANT
This agreement for consulting services ("Agreement") is made and entered
into this 6th day of June, 2006 ("Effective Date"), by and between the City of
Redlands, a municipal corporation ("City") and Carollo Engineers ("Consultant")
who 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 1 - ENGAGEMENT OF CONSULTANT
1 .1 City hereby engages Consultant to perform professional engineering services
for operational assistance and troubleshooting for the Hinckley Water
Treatment Plant (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 CONSULTANT
2.1 The 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 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 commencing at Labor Code section 1770 etseq,
and non-discrimination laws including the Americans with Disabilities Act.
Pursuant to Labor Code section 1773.2, copies of the prevailing rates of per
diem wages as determined by the Director of the California Department of
Industrial Relations for each craft, classification, or type of worker associated
with the performance of the Services are on file at the City of Redlands
office of the Public Works Department, Civic Center, 35 Cajon Street, Suite
222 (P.O. Box 3005 mailing), Redlands, California 42373,
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2.3 Consultant acknowledges that if it violates the Labor Code provisions relating
to prevailing wage, that City may enforce those provisions by issuing a
notice of the withholding of contract payments to Consultant pursuant to
Labor Code section 1771 .6.
2.4 If Consultant executes an agreement with a subcontractor to perform any of
the Services, Consultant shall comply with Labor Code sections 1775 and
1777.7, and shall provide the subcontractor with copies of the provisions of
Labor Code sections 1771, 1775, 1776, 1777.5, 1813 and 1815. Consultant
acknowledges that the statutory provisions imposing penalties for the failure
to comply with state wage and hour laws and to pay prevailing wages may
be enforced by City pursuant to Labor Code sections 1775 and 1813.
2.5 Consultant and its subcontractors shall comply with the provisions of Labor
Code section 1776 regarding payroll records' maintenance, certifications,
retention and inspection.
2.6 Consultant acknowledges that eight(8) hours constitutes a legal day's work
pursuant to Labor Code section 1810.
2.7 If applicable, Consultant shall comply with the provisions of Labor Code
section 1777.5 relating to apprenticeships, and Labor Code sections 1771,
1775, 1776, 1777.5, 1813 and 1815.
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 will make reasonable provision for Consultant to enter upon City-owned
property, as required by Consultant, to perform the Services.
3.3 City designates Greg Gage 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 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."
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4.2 At any time during the term of this Agreement, City may request that
Consultant perform Extra Services. As used herein, "Extra Services" means
any work which is determined 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 anticipate 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 Thirty-Six Thousand Eight Dollars ($ 36,008), City
shall pay Consultant on a time and materials basis up to the not to exceed
amount, in accordance with Attachment "C" entitled "Project Fee", and
based upon the hourly rates shown in Attachment "D," entitled "Fee
Schedule." Both Exhibits"C" and "D"are attached hereto and incorporated
herein by this reference.
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, if any. City shall pay Consultant no later than thirty
(30) days after receipt and approval by City of Consultant's invoice,
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 locality 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,
53 All notices shall be given in writing by personal delivery or by mail. Notices
sent by mail should be addressed as follows:
DJ\4\A-reements\CaroIIo 6-6-06
City Consultant
Greg Gage George A. Bellew
Municipal Utilities Department Partner
City of Redlands Carollo Engineers
35 Cajon Street, Suite 15A 225 W. Hospitality Lane, Suite 212
PO 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 who notices
and payments are to be given by 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 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's 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 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 waiver shall not apply to
any damage resulting from the sole negligence of City, its employees or
agents. To the extent any of the damages referenced herein were caused
DAtAgreementsTarollo 6-6-06 4
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,
63 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 claims, losses or liability, including attorneys fees, arising
from injury or death to persons or damage to property occasioned by
Consultant's and its officers', employees' and agents' sole negligent acts or
omissions in performing the Services.
6A Assignment, Consultant is expressly prohibited from assigning any of the
Services without the express prior written consent of City. In the event of
agreement by the Parties to assign a portion of the Services, Consultant shall
add the assignee as an additional insured and provide City with the
insurance endorsements required by this Agreement prior to the
performance of any Services by the assignee. Assignment does not include
printing or other customary reimbursable expenses that may be provided 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-insurance maintained by City,
66 Professional Liability Insurance, 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.
6.7 Business Auto Liability Insurance. 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. Such insurance
shall be primary and non-contributing to any insurance or self insurance
maintained by City, City shall be named as an additional insured.
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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.
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 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 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 all 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.
DJM\Agreements\Caro110 6-6-06 6
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
81 Attorneys, Fees, 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, including fees for the use of in-house counsel
of the Parties at rates prevailing in San Bernardino County, California,
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.
8.3 Documents and Records. All documents, records, drawings, designs, cost
estimates, electronic data files, databases and 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.
8A 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 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. 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.
X Unless earlier terminated, as provided for below, this Agreement shall
terminate upon completion and acceptance of the Services by City.
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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 a termination notice, Consultant shall immediately
discontinue its provisions 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 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. Consultant shall be compensated
on a pro-rata basis for Services completed up to the date of termination.
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 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 all
reasonable times for examination by City at the office of Consultant.
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
MWAgreements\Carollo 6-6-06 8
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 CAROLLO ENGINEERS
By; By;
Xn Harrison, Mayor a George A. Beliew, Partner '
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Attest; By. =�
3
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City
DJM\Agreements\Caro110 6-6-06
ATTACHMENT
City of Redlands
Engineering Services for the Hinckley Water Treatment Plant
Operational Assistance
SCOPE OFSERVICES
INTRODUCTION
The purpose of this Agreement is to provide the City with engineering services needed to
provide operational assistance and troubleshooting for the Hinckley Water Treatment Plant. As
described inthe tasks below, the engineering services will include the following services:
TASK Y 'OPERATIONAL ASSUSTNACE AND TROUBLESHOOTING
1A Provide aWater Treatment Plant operator tovisit the plant approximately two (2) days
per week for four (4)to six (6) weeks. Engineer to witness current system performance
and assist City staff in operational changes aimed at identifying cause of sub par
performance and identify changes to improve performance. Assist City staff to carry out
recommendations and make appropriate changes asconditions dictate.
1.2 Meet with City staff every two (2)weeks tureview progress and identify lessons learned.
13 Provide written report summary operational procedure changes and report on plant
performance.
1A Recommend process or equipment upgrades targeted at keeping plant performance
within DHS requirements for this summer.
ATTACHMENT
City of Redlands
Engineering Services for the Hinckley Water Treatment Plant
Operational Assistance
PROJECT SCHEDULE
Engineer shall commence work immediately following approval of the Scope ofWork and
authorization from the {}by. Engineering has reviewed the project with C|ty and agrees that the
following schedule presents a reasonable time frame inwhich tn complete the work.
Days Following
Notice to
|1ern Proceed
1 Receive Notice 1oProceed 0
2 Finalize Report 90
Engineer and City mutually agree that they will work earnestly toward meeting the above
tentative schedule. Should the Scope ofServices change orshould problems arise during the
work period, which could affect the above schedule, it is understood that both Engineer and City
will develop a revised schedule to address such scope changes and problems, The costing
herein assumes that all work will becompleted bySeptember 1. 2UO8.
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ATTACHMENT C
City of Redlands
Engineering Services for the Hinckley Water Treatment Plant
Operational Assistance
PROJECT FEE
Description Amount
LABOR COSTS")
Engineering Labor $ 31,200
160 hours @ $195/hour
OTHER DIRECT COSTS
Computer Equipment (PECE) $ 1,208
(600 x 6)
Travel Expenses 3,600
ODC Subtotal $ 4,808
TOTAL $ 36,008
(1) Estimate based upon maximum six (6)trips to site two (2)days per trip
to assist City staff.
H Ow-nnped lands S130',Hincldey�ATTACHMENTS A B C D,doc
ATTACHMENT D
City of Redlands
Engineering Services for the Hinckley Water Treatment Plant
Operational Assistance
FEE SCHEDULE
As of March 1, 2006
Hourly Rate
Engineers/Scientists
Assistant Professional $115.00
Professional 150,00
Project Professional 180.00
Lead Project Professional 195.00
Senior Professional 215-00
Technicians
Technicians 90.00
Senior Technicians 130.00
Support Staff
Word Processing /Clerical 77.00
Project Equipment Communication Expense 8.50
(PECE) Per DL Hour
Other Direct Expenses
Travel and Subsistence at cost
Mileage .445/mile
Subconsultant cost + 10%
Other Direct Cost cost + 10%
Expert Witness Rate x 2.0
This fee schedule is subject to annual revisions due to labor adjustments.
H`EAir nv'Redfands SBO'Minckley"ATTACHMENTS A B C DA0C