HomeMy WebLinkAboutContracts & Agreements_136-2007_CCv0001.pdf AGREEMENT TO FURNISH CONSULTING SERVICES TO PROVIDE CONSTRUCTION
INSPECTION SERVICES
This agreement for consulting services ("Agreement") is made and entered into this 7th day of
August,2007("Effective Date"),by and between the City of Redlands,a municipal corporation("City")and
Willdan("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 I — SERVICES OF CONSULTANT
1.1 City hereby engages Consultant to provide public improvement and grading construction inspection
services (the "Services"). The Services are more particularly described in Exhibit "A," attached
hereto and incorporated herein by this reference.
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.
1.3 Consultant shall comply with all applicable Federal, State and local laws and regulations in the
performance of the Services including,but not limited to,the Americans with Disabilities Act,the
Fair Employment and Housing Act and non-discrimination laws including the American's with
Disabilities Act.
ARTICLE 2 - RESPONSIBILITIES OF CITY
2.1 City shall make available to Consultant information in its possession that may assist Consultant in
performing the Services.
2.2 City will make reasonable provision for Consultant to enter upon City-owned property,as required
by Consultant, to perform the Services.
2.3 City designates Tom T. Fujiwara 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.
1
ARTICLE 3 - PERFORMANCE OF SERVICES
3.1 Consultant shall perform the Services in a prompt and diligent manner and in accordance with the
schedule set forth in Exhibit "B," entitled "Project Schedule," which is attached hereto and
incorporated herein by this reference. The Services may commence on August 7, 2007 and shall
continue until the "not to exceed"amount shown in attached Exhibit"C" is expended.
3.2 At any time during the term of this Agreement, City may request that Consultant to 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 4 - PAYMENTS TO CONSULTANT
4.1 The total compensation for Consultant's performance of the Services shall not exceed the amount of
Two Hundred Thousand Dollars ($200,000.00). City shall pay Consultant on a time and materials
basis up to the not to exceed amount,in accordance with the rates and estimates contained in Exhibit
"C." which is attached hereto and incorporated herein by reference.
4.2 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.
4.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail should be
addressed as follows:
City Consultant
Tom T. Fujiwara Chris Baca
City of Redlands Willdan
Public Works Department 13191 Crossroads parkway North, Suite 405
PO Box 3005 Industry CA 91746
Redlands CA 92373
2
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 4.3.
ARTICLE 5 - INSURANCE AND INDEMNIFICATION
5.1 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 or modification of the policy
except upon thirty(30) days prior written notice to City.
5.2 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 harmless provided for in this Agreement extends to any claim brought
by or on behalf of any employee of Consultant. 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 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.
5.3 Hold Han-niess 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 or intentionally wrongful
acts or omissions in performing the Services.
5.4 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,
3
5.5 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
In
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.
5.6 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.
5.7 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.
ARTICLE 6 - CONFLICTS OF INTEREST
6.1 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.
6.2 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;
4
(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.
6.3 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 7 - GENERAL CONSIDERATIONS
7.1 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.
7.2 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.
7.3 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.
7.4 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 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.
5
7.5 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 either Party by providing ten(10)business days prior
written notice to the other Party(delivered by certified mail, return receipt requested).
C. If this Agreement is terminated by either Party,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.
7.6 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.
7.7 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.
7.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of California.
79 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.
6
IIT WITNESS WHEREOF,duly authorized representatives of the City and Consultant have signed in
confirmation of this Agreement.
CITY OF REDLANDS
r
By:
on Harris n, ayor
Attest:
City Clerk, Cit Viler
O:
By:
4,-
A00-0.
7
f
EXHIBIT "A"
Scope of Services:
1. Conduct site inspection of various public improvement and grading construction for
conformance to the approved construction plans and specifications;American Public Works
Association Standards and Construction Specifications;and City of Redlands Standards and
Construction Specifications.
2. Obtain project construction schedule from the construction superintendent for each of
the projects being inspected to monitor construction sequencing and progress and maintain
good communication and working relationship with affected contractors.
3. Maintain records and log of all construction projects inspected,including labor hours
and any other costs for each project. The record keeping shall include a daily record of what
was inspected at what time of the day and any comments relative to each inspection
conducted.
4. Attend meetings relative to construction projects as necessary.
5. Conduct a final inspection upon completion of project construction and prepare a
"punch list" for the project.
6. Review As-built plans from contractors for approval.
7. Review applicable documents in project file for the release of construction bonds and
process necessary documents for the bond release.
8
EXHIBIT "B"
Project Schedule:
Engineering Consulting Services to begin on August 7, 2007 and continue until the"not to exceed"
contract amount of$200,000.00 is reached.
9
CITY OF REDLANDS
PPOFESSIONAL INSPECTION SERVICES
FEE F= KwBIT tic "
WILLDAN
CONSTRUCTION MANAGEMENT PERSONNEL
HOURLY RATES
Division Manager....................................................... 160.00
Supervising Public Works Observer........................ 115.00
Senior Public Works Observer................................ **90.00
Public Works Observer............................................ **85.00
Assistant Public Works Observer ..................*....... **80.00
The personnel's hourly billing rate stated above includes a vehicle for use by our
inspector, cell phone with local number, and other communication devices.
The above schedule is for straight time. Overtime will be charged at 1.25 times the
standard hourly rates. Sundays and holidays will be charged at 1.70 times the standard
hourly rates.
Blueprinting, reproduction, messenger services, and printing will be invoiced at cost plus
15 percent.
A subconsultant management fee of 15 percent will be added to the direct cost of all
subconsultant services to provide for the cost of administration, consultation, and
coordination.
Our inspection staff is available to perform inspection services (per the above hourly
rates) for City of Redlands on either of the following work schedules:
• 9-80 flexible work schedule (9-hours per day, with a day off every other week)
from 6:30 a.m. to 4-00 p.m.
• Normal workweek of five, 8-hour days per week (7.-00 a.m. to 3-30 p.m.).
"Prevailing Wage Project Use $95.00/Hour
NX7 VVILLDAN