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HomeMy WebLinkAboutContracts & Agreements_28-2002_CCv0001.pdf AGREEMENT TO FURNISH CONSULTING SERVICES FOR THE PRELIMINARY DESIGN OF THE REDLANDS LNG/LCNG FUELING STATION This Agreement is made and entered into this 19th day of February 2002,by and between the City of Redlands, a municipal corporation ("City") and Gladstein and Associates, LLC ("Consultant"). 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 perform consulting services which is more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Consulting Services") for the preliminary design of the LNG/LCNG Fueling Station properties(the "Project"). 1.2 All work performed by Consultant under this Agreement shall be done in a professional manner, and Consultant represents that it is skilled and has the professional expertise necessary to provide high quality Services to City. 13 The agreement term shall be for a period of twelve(12)months from the acceptance by both parties. ARTICLE 2 - RESPONSIBILITIES OF CITY 2.1 City shall place at the disposal of Consultant all available information in its possession pertinent to the Project. 2.2 City will provide access to and make all provisions for Consultant to enter upon property as required by Consultant to perform the Services under this Agreement. 2.3 City will designate in writing a person to act as City's representative with respect to the Consulting Services to be performed under this Agreement, and such person shall have complete authority to transmit instructions,receive information, interpret and define City's policies and decisions with respect to materials,equipment,elements,and systems pertinent to the Consulting Services covered by this Agreement. I 1AM"Capitatilrojects'ENG Station\('or-respoiidence";(,&A A.-reement.wI)d ARTICLE 3 -RESPONSIBILITIES,OF CONSULTANT Il Consultant shall perforin the Consulting Services promptly and shall prosecute them diligently in accordance with the schedule attached hereto and incorporated herein as Exhibit "B.ff ARTICLE 4 - PAYMENTS TO CONSULTANT 4.1 For the performance of the Services,City will pay Consultant a fee not to exceed$46,000.00 on a time and material basis according to Exhibit"C." 42 Payments by City to Consultant shall be made within 30 days after receipt and approval of Consultant's hereinabove invoice, by warrant payable to Consultant. 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: City Bill Hemsley, Civil Engineer City of Redlands Public Works Department P.O. Box 3005 Redlands, CA 92373 Consultant Erik Neandross Gladstein & Associates, LLC 3015 Main Street, Suite 300 Santa Monica, CA 90405 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. 1AIIW\('apitaII'rojects\CNG StationWorrespondence\G&A A.-reement.wpd ARTICLE 5 - INSURANCE AND INDEMNIFICATION 5.1 Worker's Compensation and Employer's Liability. A. Consultant shall have Worker's Compensation and Employer's Liability insurance in force throughout the duration of the contract in an amount which meets the statutory requirement with an insurance carrier acceptable to City. Such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by the City. City shall be named as an, additional insured and the insurance policy shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior Z� written notice to City. Certificates of Insurance shall be delivered to City within fifteen (15) days of execution of the agreement. 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 officer, agents and employees. 5.2 Hold Harmless and Indemnification. Consultant shall indemnify,hold harmless and defend City and its elected officials, agents, and employees from and against any and all claims, losses or liability,including attorney's fees,arising from injury or death to persons or damage to property occasioned by any act, omission or failure of Consultant, its officer,agents and employees in performing the Consulting, Services required by this Agreement. I City agrees to and shall defend,protect,indemnify and hold harmless Consultant,its officers, agents, and employees from and against any and all claims, losses, expenses, damages, demands,judgments,causes of action,suits,and liability in tort,contract,or any other basis and of every other kind and character whatsoever, to the extent that claims are caused by, result from, or arise out of City's negligence, gross negligence, intentional misconduct or In strict liability or other fault of any nature. 5.3 Assignment. Consultant is expressly prohibited from subletting or assigning any of the services covered by this Agreement without the express written consent of City. Assignment does not include printing or other customary reimbursable expenses that may be provided in this Agreement. L\PW\Capaa1Projects\CNG Station\Correspoiidence\G&A Agreement,wpd 3 5.4 CoMprehensive General Liability Insurance. Consultant shall secure and maintain in force throughout the duration of the contract 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 damag n in c and personal injury is required. City named as a additional ' suredand the insurance policy shall include a provision prohibiting,cancellation of said policy except upon thirty(30) days prior written notice to the City. Such insurance shall be primary and non- contributing to any insurance or self-insurance maintained by City. Certificates of insurance shall be delivered to City within fifteen(15) days of execution of this Agreement. 5.5 Professional Liability Insurance. Consultant shall have professional liability insurance in the amount of one million dollars ($1,000,000) per occurrence and two million dollars 400;4"aggregate throughout the term of this Agreement. 14-K!DVO,OW 5.6 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. ARTICLE 6 - GENERAL CONSIDERATIONS 6.1 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 recover its reasonable attorneys' fees. 6.2 Consultant shall not sublet or assign any of the Services to be performed under this Agreement, except with the prior written approval of the City and in strict compliance with the terms,provisions, and conditions of this Agreement. 6.3 The Consultant's key personnel proposed for this project are as follows: Erik Neandross Cliff Gladstein Sid Greenwald Karen Sagen Christina Perozzi Lee Wendt Consultant agrees that these key people will be made available and assigned to City's Project, and that they will not be replaced without concurrence from the City. 6.4 All documents, records, drawings, aerial photograph prints and negatives, designs and JAPW\C,apita1Projects\CNNG Station\Corropondence\G&A Agreement.wpd 4 specifications,cost estimates,and other Project documents developed by Consultant pursuant to this Agreement shall become the property of City and shall be delivered to City at City's request. Any reuse of such documents for other projects and any use of incomplete documents will be at City's sole risk. 6.5 Consultant and City agree that Consultant is, for all purposes under this Agreement, an independent contractor with respect to the services provided pursuant to this Agreement and not an employee of City. All qualified personnel provided by Consultant pursuant to the provisions of this Agreement are to be employed by Consultant for its account only, and in no event shall Consultant or any personnel retained by him be deemed to have been employed by City or engaged by City for the account of or on behalf of City. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties. 6.6 Unless earlier terminated as stipulated below, this Agreement shall terminate upon completion and acceptance by City of the Consulting Services. 6.7 Upon receipt of a termination notice, Consultant shall (1)promptly discontinue all services and (2) deliver or otherwise make available to City, copies of data, design calculations, drawings, specifications, reports, estimates, summaries, and such other information and materials as may have been accumulated by Consultant in performing this Agreement. . 6.8 If any term or condition of this Agreement is deemed by any court of competent jurisdiction to be invalid or unenforceable or should any party to this Agreement seek to terminate any term or condition to this Agreement such severance shall not affect the remainder of the Agreement. 6.9 This Agreement,including the 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 or amendment to this Agreement to be effective shall be in writing and signed by City and Consultant. 610 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 1:TW,CapitaJPtojects\CNG Station\Cofrespondence\G&A A,greement.wpd 5 IN WITNESS WHEREOF,duly authorized representatives of the parties have signed in confirmation of this Agreement. CITY OF R.EDL4NDS ATTEST. I, ---- Mavor City lerk Date Feb. 27, 2002 GLADSTEIN&AssoclATEs, LLC Bys Date 1 - 62--" Cliff` rd E. Gladstein t`4PW% 'apitatProjcots\CNG StationtCorrespondence%G&A Agreeinent.w-pd 6 EXHIBIT A CONSULTING SERVICES FOR THE PRELIMINARY DESIGN OF THE REDLANDS LNG/LCNG FUELING STATION PROJECT DESCRIPTION The project includes preparing a demand analysis for the short term and long term fuel 01 0 demands for the fueling station, preparing a conceptual layout design for the fueling 0 station that will meet the Citv's short-term and lon)4-terrn needs, and preparing a request I - for proposals for the design-build portion of the project and assisting, in selecting the best qualified contractor. SCOPE OF SERVICES Task A: Prepare Analysis Report of Fueling Station Demands Based On Survey (Completion date: March 22, 2002) 1. Interview potential users and develop estimate for potential fuel demands of third parties from Redlands' natural gas station. (Includes one [1] Project Kick-Off Meeting) 2. Prepare a summary report of analysis. Task B: Prepare Conceptual Plan (Completion date: May 3, 2002) 1. Determine best location for the LNG/LCNG fueling station. (I meeting) 2. Obtain assurance from the City/permitting officials that the station can be located at the chosen site. 3. Prepare a conceptual site plan . 4. Prepare preliminary cost estimate for accepted conceptual plan. 5. Present conceptual plan to City staff, possibly to the City Council, and/or Planning Commission. (2 meetings) At the conceptual planning stage, the City of Redlands will need to determine whether an environmental review or associated field work/reporting is required. If requested by the City, G&A will assist the City in gathering necessary background information to facilitate this decision. Such work, however, would be outside of the Scope of Work identified herein. G&A would bill this work according the attached labor rates. ' The conceptual site plan will be informal in nature and will not be a formal blue print for the facility, The City shall provide G&A with a site drawing to use as a basis for sketching this conceptual site plan. Task C: Prepare Request for Proposals (Completion date: June 12,2002 RFP Advertisement) 1. Prepare draft RFP for facility design for City review. 2. Work with City to review draft RFP. 3. Finalize RFP. 4. Assist the City to advertise RFP in technical trade papers and send to pre- qualified vendor list. 5. Attend Bidder's Conference. (I meeting) 6. Draft and issue RFP Addendum resulting from Bidder's Conference questions. 7. Review vendor proposals received. 8. Attend proposal review meeting to select contractor. (I meeting) EXHIBIT B PROJECT SCHEDULE FOR THE PRELIMINARY DESIGN OF THE REDLANDS LNG/LCNG FUELING STATION The project schedule is as follows: Task A: Prepare Analysis Report of Fueling Station Demands Based On Survey (Completion date: March 22, 2002) Task B: Prepare Conceptual Plan (Completion date: May 3, 2002) Task C: Prepare Request for Proposals (Completion date: June 12,2002 RFP Advertisement) EXHIBIT C CONSULTING FEE FOR THE PRELIMINARY DESIGN OF THE REDLANDS LNG/LCNG FUELING STATION The cost break-down is as follows: Task A Fuel Use Analysis $ 6,500.00 Task B Station Conceptual Plan $ 18,500-00 Task C Develop RFP for Design/Build $ 17,000-00 Subtotal $42,000.00 G&A Expenses $4,000.00 TOTAL $46,000-00 G&A's work for the City of Redlands will be undertaken on a Time and Materials basis. The following language is hereby included in the Agreement relative to Billing and Payment: BILLING AND PAYMENT The labor and expenses for all tasks set forth above shall be billed on a Time and Materials. Labor hours will be billed at the following rates: $200.00 an hour for President $175.00 an hour for Vice President $160.00 an hour for Vice President(Finance) $125.00 an hour for Vice President(Programs) $125.00 an hour for Principal S 75.00 an hour for Senior Associate $ 75.00 an hour for Event Coordinator $ 60.00 an hour for Associate $ 36.00 an hour for Junior Associate and Intern Consultant will invoice City by the 5th of the month. Any amounts not paid within thirty days of invoice shall be subject to a carrying charge at the rate of Is%per. Reasonable expenses associated with the performance of this agreement will be billed in addition to the labor. These expenses include but are not limited to: long distance phone,fax.postage, and mileage ($0.32"mile). Expenses will be billed at cost and will be included on each monthly invoice along with copies of the original receipts. Citv is not bound to reimburse expenses for which receipts are not provided.