HomeMy WebLinkAboutContracts & Agreements_77-2011_CCv0001.pdf AGREEMENT TO FURNISH PROFESSIONAL SERVICES
This Agreement to Furnish Professional Services ("Agreement") is made and entered into
this 15th day of June, 2011 ("Effective Date"), by and between the City of Redlands, a municipal
corporation ("City") and Helio Energy Management Solutions, Inc., dib/a Helio Energy
Solutions ("Consultant"). City and Consultant 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 - ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to prepare the necessary bid documents and provide
technical assistance to the City forth services set forth in Exhibit "A" of this Agreement
(the -Services"). The specific Services which Consultant shall perform are more
particularly described in Exhibit "A," entitled "Scope of Services," which is 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 its obligations under this Agreement including, but not limited to.
the Americans with Disabilities Act and the Fair Employment and blousing 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.
ARTICLE 3 - PAYMENT AND NOTICE
3.1 City shall compensate Consultant forth Services in accordance with the schedule and
rates identified in Exhibit "B," entitled "Project Costs and Fee Schedule," which is
attached hereto and incorporated herein by this reference, up to an amount not to exceed
the sum of nine thousand one hundred sixty-five dollars ($9,165).
3.2 Payments by City to Consultant shall be made within thirty (30) days after receipt and
approval by City of Consultant's invoice. Invoices shall be sent to City on a monthly
basis. 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 interest for any partial or full amounts that are overdue at the
rate of the lesser of 0.05% per day or the highest rate permitted by law. Interest shall
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accrue from the due date of any payment until Consultant receives the full amount,
whether or not after judgment confirming the amounts payable to Consultant, without
prejudice to any other right or remedy of Consultant permitted by law.
3.3 All notices shall be given in writing by personal delivery or by mail. Notices, sent by
mail should be addressed as follows:
City: Fred Cardenas
Quality of Life Director
City of Redlands
PO Box 3005
Redlands, CA 92373
Consultant: Kent Miller
Executive Vice President of Commercial Sales
Helio Energy Management Solutions, Inc.
25767 Jefferson Avenue
Murricta, CA 32562
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 are
to be given by giving notice pursuant to this section.
ARTICLE 4 - INSURANCE AND INDEMNIFICATION
4.1 Insurance. All insurance required by this Agreement shall be maintained by Consultant
for the duration of its perfonrlance 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.
4.2 Workers' Compensation and Employer's Liability. 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.
4.3 Hold Harmless and Indemnification.
a. 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 sole negligent omissions in performing the Services.
b. City shall defend, indemnify and hold harmless Consultant and its officers,
employees and agents from and against any and all claims, losses or liability,
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including attorneys' fees, arising from injury or death to persons or damage to
property occasioned by City and its elected officials, employees and agents sole
negligent acts or sole negligent omissions.
4.4 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.
4.5 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. 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.
ARTICLE 5 - GENERAL CONSIDERATIONS
5.1 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 the recovery of its reasonable attorneys` fees, including fees for use
of in-house counsel by a Party.
5.2 Consultant shall not assign any of the Services to be performed under this Agreement,
except with the prior written approval of City and in strict compliance with the terms,
provisions and conditions of this Agreement.
5.3 All documents, records, drawings, designs, cost estimates, electronic data files, databases,
and other documents developed by Consultant pursuant to this Agreement, 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 will be at City's sole risk.
5.4 Consultant is for all purposes an independent contractor. 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.
5.5 Unless earlier terminated, as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City.
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5.6 This Agreement may be terminated by either Party, in its sole discretion and without
cause, by providing thirty(30) business days' prior written notice to the other
Party(delivered by certified mail, return receipt requested) of intent to terminate.
5.7 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.
5.8 Upon receipt of a termination notice, Consultant shall immediately discontinue all
Services affected, and within five (5) business 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 work completed up until notice of termination.
5.9 Consultant shall maintain books and accounts of all payroll costs and expenses related to
the Services. Such books shall be available at all reasonable times for examination by
City at the office of Consultant.
5.10 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 Consultant.
5.11 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
5.12 Facsimile signatures shall be deemed valid as original for alt purposes. Digital signatures
shall be deemed valid as original for all purposes provided that such digital signature is
capable of verification and is linked to data in such a manner that if the data is changed,
the digital signature is invalidated.
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IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant
have signed in confirmation of this Agreement,
CITY OF REDLANDS: Helio Energy Management Solutions, Inc.
d/b/a Helio Energy Solutions:
By:
Tina Kundig, Finance Director f City's Steven Huang, {General unset ice
Treasurer President of Business Operations
ATTEST:
By:
Sam Irwin, C C-bkk
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EXHIBIT A--SCOPE OF WORK
Prepare Request For Bid Documents for
Energy Efficient Air Conditioning and Lighting Retrofits
I. Background
City wishes to pursue the replacement of the existing air conditioning chiller and associated
pumps in the A.K. Smiley Public Library at 125 West Vine Street, Redlands, CA 92373 and
existing lighting at the Civic Center and Citrus parking garages/walkways (located at 35 Cajon,
Redlands, CA 92373 and 120 E. Citrus Avenue, Redlands, CA 92373) with new energy efficient
equipment. In order to do so, the City will issue two Requests for Bids ("RFB") to prospective
qualified contractors for the supply and installation of new equipment. The City requires the
services of Consultant to prepare the necessary bid documents and provide support during the
procurement and construction process.
It. Scope of Work
A. Consultant will prepare the bid documents outlined in Section III of this Exhibit A,.
execute as outlined in Exhibit B of this Agreement and provide technical assistance to the
City for:
1. A.K. Smiley Public I ibraly.
i. Replacement of the existing water cooled chiller, chilled water pumps, and
condenser water pumps with new high efficiency units of the same
capacity and service level.
ii. Installation of new variable speed drives and required controls for the
chilled water pumps.
iii. Prepare and Submit a Building Energy T-24 Compliance Report for the
A.K. Smiley Public Library. City will provide access to all building plans
and access to building for data gathering purposes. Compliance shall not
be guaranteed, however recommendations necessary for compliance shall
be provided as part of service, if applicable.
2. Civic Center and Citrus Parking Garages:
i. Replacement of existing lighting fixtures with new LED fixtures in the
garages and new induction fixtures for the walkways.
B. A total of three (3) phases of work will be employed:
1. Phase I shall be the engineering phase which includes a detailed on-site audit of
all equipment that is to be retrofitted and/or replaced, equipment and materials
sizing, pricing and specification and the production of any pertinent installation
specifications and/or procedures. Prior to finalizing equipment selection shall be a
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review and approval meeting with the appropriate members of your staff for final
sign-off of selected/approved equipment.
2. Phase 1I shall be the Project Development Phase whereby trade specific, RF13
packages shall be produced for solicitation to prospective bidders, for the purpose
of securing firm fixed pricing proposals to perform all work necessary to satisfy
project objectives. Prior to finalizing RFB packages, Consultant shall conduct a
review and approval meeting with the appropriate members of City's staff, As
needed pre-award site visit assistance and support for prospective bidder walk
throughs (one(1) site visit per trade), shall also be included in this phase of work.
3. Phase 111, the Project Implementation and Management Phase, will encompass all
project management support activities, including bid review and award support
and/or assistance (upon request), contractor inquiry response support, as needed,
and one final walk through inspection and sign off of completed work, per trade.
All design and/or work change order requests shall be supported and billed on a
case by case basis.
C. Consultant shall provide the following professional engineering services which will meet
all project requirements presented above. Services to be rendered are as follows:
1. Perform a detailed site audit and data collection of all existing related
architectural, mechanical, electrical and control systems conditions and attributes
associated with the retrofit and/or replacement of targeted equipment outlined in
the project RFP. Use data collected to determine the most cost effective,
appropriate upgrade solutions that will satisfy project objectives. Prepare itemized
listing of all equipment to be retrofitted and/or replaced, by location and by trade
and present to customer for selection and approval; include proposed equipment
spec sheets and budgetary pricing for each and some level of understanding of
any special labor installation requirements, where appropriate.
2. Using selected and approved equipment and installation requirements obtained
from customer through Phase 1, prepare trade specific RFB packages and address
three each from customer provided prospective bidders, Approved Contractors
List. for direct customer solicitation.
3. Prepare & submit a final Project Work Acceptance Summary letter at completion
of final inspection of all contractor work, by trade, verifying that all work has
been completed in accordance with all project requirements and specifications
contained in RFP packages prepared by Consultant. Any additional requirements
contained in supplemental City of Redlands Bid Documents shall be verified by
the customer and shall not be the responsibility of Consultant.
4. As a follow-on option, provide any additional engineering consulting services, on
a time and material basis, or as agreed, to assist the City in furthering its
objectives to reduce energy costs, improve the environmental performance of its
buildings and facilities and to take advantage of the many financing and
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rebate/incentive offerings available to Municipalities and local governments for
energy efficiency improvements.
III. The following tasks and documents are included in the Scope of Work
A. RFP document with technical specifications for the replacement of the A.K. Smiley
Public Library's air conditioning equipment(items l and 2 above).
B. RFP document with technical specifications for the replacement of the parking
garage/walkway lighting (item 3 above).
C. Contractor pre-bid job walk support.
D. Answers to contractor technical/scope questions during RFP process.
E. Bid review support to City during the RIP process.
F. Shop drawing submittal review during construction.
G. Assist City in answering contractor requests for information during construction.
IV. Additional Notes
A. Consultant will use as a basis for the deliverable, an RFP example/template, to be
provided by City.
B. The Scope of Work does not include engineering drawings, but shall include photographs
depicting project location, mechanical room views, interior/ceiling views (for garage
lighting).
C. The Scope of Work does not include any field construction supervision or monitoring.
V. Schedule
Consultant shall begin work immediately upon City's written authorization. The RFB documents
shall be completed by a date certain, which shall be mutually agreed upon by Consultant and
City. The remaining tasks shall be completed in coordination with the City's planned bid
process. It is understood that time is of the essence as the City is obligated to certain schedule
milestones as required by federal grant funding.
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EXHIBIT B - PROJECT COSTS AND FEE SCHEDULE
I. SCHEDULE OF FEES
A. The total fees for Consultant's work shall not exceed nine thousand one hundred
sixty-five dollars ($4, 165), which shall hereinafter be referred to as the "Contract
Price".
B. All services rendered, as outlined above and for any ADDED SCOPE work shall
be billed out on an hourly basis at a rate of $200.00/hr for engineering time,
$150.00/hr for consulting time, $75.00/hr for CADtime, and $60.00/hr for
technical support.
II. PAYMENT TERMS
A. City shall deliver a purchase order to Consultant for the full amount of the
Contract Price within three (3) business days of executing this Agreement. Upon
completion of each phase specified in Section I1(b) of Exhibit A of this
Agreement, Consultant shall issue an invoice to City for its services. City shall
remit payment in accordance with Section 3.2 of this Agreement. Should
Consultant's work be delayed by others, outside of Consultant's control, then
charges shall be billed out every two (2) weeks for work completed during that
period, with payment being made by City in accordance with Section 3.2 of this
Agreement.
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