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HomeMy WebLinkAboutContracts & Agreements_89-2005_CCv0001.pdf AGREEMENT TO FURNISH CONSULTING SERVICES FOR ALABAMA STREET AND ORANGE STREET BRIDGE PROJECT CONSTRUCTION MANAGEMENT This Agreement is made and entered into this 17th day of May, 2005 by and between the City of Redlands, a municipal corporation (hereinafter "City") and CALTROP hereinafter ("Consultant"). 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 construction management services which are more particularly described in Attachment "A" attached hereto and incorporated herein by this reference (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 similar types of services. ARTICLE 2 - SERVICES OF CONSULTANT 2.1 The specific Services which Consultant shall perform are more particularly described in Attachment "A," which is attached hereto and incorporated herein by this reference. 2.2 Consultant shall comply with all applicable Federal, State and local laws in its performance of the Services including, but not limited to, all California Labor Code requirements and non-discrimination laws including the Federal Americans with Disabilities Act and the state's Fair Employment and Housing Act. 2.3 Consultant acknowledges and agrees that if it violates the provisions of the California Labor Code relating to prevailing wage that City may withhold payments to Consultant pursuant to Labor Code sections 1726, 1727 and 1771.6. ARTICLE 3 - RESPONSIBILITIES OF CITY 3.1 City shall make available to Consultant information in City's possession that is relevant to the performance of Consultant's Services. 3.2 City will make provision for Consultant to enter upon Cit -owned property to performy the Services. 3.3 City designates William B. Hernsley to act as its representative with respect to the Services to be performed under this Agreement. Z-- ARTICLE 4 - PERIOD OF SERVICE 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," which is attached hereto and incorporated herein by this reference. The Services may commence on May 23, 2005 and shall end on December 20, 2006, unless an extension is approved by City. ARTICLE 5 - PAYMENTS TO CONSULTANT 5.1 The total compensation for Consultant's performance of the Services shall be bases on time and materials and shall not exceed the amount for Orange Street and Alabama Street as set forth in Attachment "C," which is attached hereto and incorporated herein by reference. 5.2 Within ten days following the end of each month Consultant shall submit an invoice to City indicating the portion of the Services performed, who performed the Services, indirect costs, and the detailed cost of all Services including backup documentation. Payments by City to Consultant shall be made within 30 days after receipt and approval of Consultant's invoice, by warrant payable to Consultant. 5.3 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 shall be addressed as follows: city Consultant William B. Henisley Michael Tahan City of Redlands Caltrop Corporation Public Works Dept. 1037 w. Ninth Street PO Box 3005 Upland, CA 91786 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. 5.4 Consultant agrees that the Contract Cost Principles and Procedures. 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31 et seq, shall be used to determine the allow ability of individual items of cost. 2 5.5 Consultant shall comply with Federal procedures in accordance with 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. 5.6 Any costs for which payment has been made to Consultant that are determined by subsequent audit to be unallowable under 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31 et seq. or 49 CFR, Part 18, Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, are subject to repayment by Consultant to the State. 5.7 Any subcontract in excess of $25,000 entered into by Consultant in connection with the Services to be performed under this Agreement shall contain all the provisions of Article 5 of this Agreement. ARTICLE 6 - INSURANCE AND INDEMNIFICATION 6.1 Consultant's Insurance to be Primary All insurance required by this Agreement shall be maintained by Consultant during its performance of the Services and shall be primary with respect to City and non-contributing to any insurance or self-insurance maintained by City. Consultant shall not commence the Services unless and until all required insurance listed below is obtained by Consultant and Certificates of Insurance and endorsements evidencing such insurance are presented to City. All insurance policies shall include a provision prohibiting cancellation, except upon thirty (30) days prior written notice to City. 6.2 Workers' CoMpensation,and Employer's Liability A.Consultant shall secure and maintain Workers' Compensation and Employer's Liability insurance throughout its performance of the Services in amounts which meet statutory requirements with an insurance carrier acceptable to City. B. Consultant expressly waives all rights to subrogation against City, its elected officials and employees for losses arising from work performed by Consultant for City by expressly waiving Consultant's immunity for injuries to Consultant's employees. Consultant agrees that its obligation to indemnify, defend and hold harmless provided for in this Agreement extends to any claim brought by or in behalf of any employee of Consultant. This waiver is mutually negotiated by the parties. This section shall not apply to any damage resulting from the sole negligence of City, its agents or employees, the ,--e Z__ obligations provided herein to indemnify, defend and hold harmless are valid and 3 enforceable only to the extent of the negligence of Consultant, its officers, agents and employees. 6.3 Comprehensive General Liability Insurance. Consultant shall secure and maintain in force throughout its performance of the Services 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. Consultant shall obtain an endorsement that City shall be named as an additional insured. 6.4 Professional Liability Insurance. Consultant shall secure and maintain professional liability insurance throughout its performance of the Services in the amount of one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) annual aggregate. Z__ 6.5 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 its performance of the Services, hired and non-owned vehicles, and employee non- ownership vehicles. Consultant shall obtain an endorsement that City shall be named as an additional insured. 6.6 Assignment and Insurance Requirements. Consultant is expressly prohibited from assigning any of the Services without the prior written consent of City. In the event of mutual agreement between the parties to sublet or assign a portion of the Services, Consultant shall add the assignee as an additional insured to Consultant's insurance policies and provide City with insurance endorsements prior to any Services being performed by the assignee. Assignment does not include printing or other customary reimbursable expenses that may be provided in this Agreement. 6.7 Hold Harmless and Indemnification. Consultant shall defend, indemnify and hold harmless City, its elected officials, officers, employees and agents from and against any and all actions, claims, demands, lawsuits, losses and liability for damages to persons or property, including costs and attorney fees, that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of or in connection with Consultant's negligent and/or intentionally wrongful acts or omissions in performing the Services; but excluding such actions, claims, demands, lawsuits and liability for damages to persons or property arising from the sole negligence or intentionally wrongful acts of City, its officers, employees or agents. Z�l 4 ARTICLE 7 - GENERAL CONSIDERATIONS 7.1 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. 7.2 Consultant's key personnel for the Project are: Michael Tahan, - Project Director Bijan Salar - Structure Representative Ivan Benavidez - Project Manager Chris Ramer - Construction Inspector Consultant agrees that these key people shall be made available and assigned to perform the Services and that they shall not be replaced without concurrence from City. 7.3 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. 7.4 Consultant is for all purposes an independent contractor. Consultant shall supply all tools and instrumentalities required to perform the Services described in this Agreement. 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 in behalf of City. 7.4 Unless earlier terminated, as provided for below, this Agreement shall terminate upon completion and acceptance of the Services by City. 7.5 This Agreement may be terminated by City, without cause, by providing five (5) days prior written notice to Consultant (delivered by certified mail, return receipt requested) of intent to terminate. 7.6 If this Agreement is terminated by City, an adjustment to Consultant's compensation shall be made, but no amount shall be allowed for anticipated profit or unperformed Services, and 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. 7.7 Upon receipt of a termination notice, Consultant shall immediately discontinue all Services, and 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 5 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. 7.8 Consultant shall maintain books and accounts of all payroll costs and expenses incurred in performing the Services. Such books shall be available at all reasonable times for examination by City at the office of Consultant. 7.9 This Agreement, including the attachments 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 agreements with regard to the subject matter hereof between City and Consultant are superseded by this Agreement. Any amendment to this Agreement shall be in writing, approved by City Council of City and signed by City and Consultant. 7.10 This Agreement shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement. CITY OF REDLANDS CALTROP CORPORATION By: , By: Cezu �_'J) san Peppler, r Michael Tahan, Vice President ATTEST: By: By: •�. .�- Lome Poyzer, City Clerk By m a Marquez ate Sectetary Beatrice Sanchez, Deputy City Clerk 6