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HomeMy WebLinkAboutContracts & Agreements_28-2014_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for inspection services ("Agreement") is made and entered in this 4th day of March, 2014 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City")and Parsons Brinckerhoff, Inc. ("Consultant"). City and Consultant are sometimes individually referred to herein as a"Party"and, together. as "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 provide inspection services for various projects located throughout the City of Redlands (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 that Consultant shall perform are more particularly described in Exhibit *'A,"entitled"Scope of Services," which is attached hereto and incorporated herein by reference. 2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the performance of this agreement including, but not limited to, State prevailing wage laws. 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 designates Chris Diggs, Deputy Municipal Utilities and Engineering Director, 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 The term of this Agreement shall be for one hundred eighty(180)days, commencing upon the Effective Date of this Agreement. 4.2 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to the City,consistent with City Council adopted policy for the same. It shall be the obligation of Consultant to obtain a copy of such policy from City Staff. I ARTICLE 5 —PAYMENTS TO CONSULTANT 5.1 The total compensation for Consultant's performance of the Services shall not exceed the amount of Four Hundred Thousand Dollars ($400,000.00) and shall be paid on a time and materials basis based upon the rates shown in Exhibit"B," entitled "Project Cost."which is attached hereto and incorporated herein by reference. 5.2 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month. Consultant's invoices shall include a brief description of the Services performed, the dates the Services were perfortned, and the number of hours spent and by whom. City shall pay Consultant no later than thirty(30)days after receipt and approval by City of Consultant's invoice. 5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail should be addressed as follows: City Consultant Chris Diggs Douglas B. Sawyer City of Redlands Senior Vice President 35 Cajon Street, Suite 15A Parsons Brinckerhoff, Inc. P.O. Box 3005 (mailing) 451 East Vanderbilt Way Redlands, CA 92373 San Bernardino, CA 92408 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 5.3. ARTICLE 6— INSURANCE AND INDEMNIFICATION 6.1 Insurance required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services. Consultant shall not pet-form any Services unless and until the 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. Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty(30)days prior written notice to City. 6.2 Consultant shall secure and maintain Workers' Compensation and Employer's Liability insurance in accordance with the laws of the State of California, with an insurance carrier acceptable to City as described in Exhibit"C,"entitled "Workers' Compensation Insurance Certification,"which is attached hereto and incorporated herein by this reference. 6.3 Consultant shall secure and maintain 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 and 2 such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. 6.4 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. 6.5 Consultant shall have business auto liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit 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 and such insurance shall be primary and non-contributing to any insurance or self insurance maintained by City. 6.6 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 and negligent or intentionally wrongful act, omission or failure to act by Consultant, or its officers, employees and agents in performing the Services. ARTICLE 7—CONFLICTS OF INTEREST 7.1 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that 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 City 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 City permits, licenses, applications, certifications, approvals, orders or similar authorization or entitlements; (iii) authoring 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. rt, design, repo , 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 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. 7.3 In the event City officially determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests with the City Clerk's office pursuant to the'written instructions provided by the City Clerk. ARTICLE 8—GENERAL CONSIDERATIONS 8.1 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 the use of in-house counsel by a Party. 8.2 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 Project related documents, records, drawings, designs, cost estimates, electronic data files,databases and any 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, 8.4 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor any of its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth. Consultant shall supply all necessary tools and instrumentalities required to perform the Services. Assigned personnel employed by Consultant are for its account only,and in no event shall Consultant or 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 Unless earlier terminated as provided for below, this Agreement shall terminate on August 16, 2014, provided, however this Agreement may be terminated by City, in its sole discretion, by providing ten (10)days prior written notice to Consultant(delivered by certified mail, return receipt requested) of City's intent to terminate. 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. Upon receipt of a termination notice, Consultant shall immediately discontinue its provision 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 data, design calculations, drawings, specifications., reports,estimates. 4 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 Consultant shall maintain books, ledgers, invoices, accounts and 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 o this Agreement. Such books shall be available at reasonable times for examination by City at the office of Consultant, 8.7 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. Except as otherwise provided for herein, an amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 8.8 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 8.9 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 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. IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement. CITY OF REDLANDS PARSONS BRINCKERHOFF, INC. Pete Aguilar, mayor Douglas B. awyer Attest: Sam Irwin,Ut/v(Aeik 5 "EXHIBIT "A" Scope of Work 1. Inspect various public works projects including, but is not limited to inspect construction of sewer, water, storm drain, paving, curb, gutter, and sidewalk infrastructure. 2. Inspector will verify that construction, alteration, or repair complies with accepted standards, ordinances, zoning regulations, and contract specifications, 3. Inspector may examine pipeline installations, excavation and fill operations,the placement of forms for concrete, concrete mixing and pouring, asphalt paving, and grading operations. 4. Inspector will maintain a daily log and record the work and materials used so that contract payments can be calculated. 5. Reporting will be done on a daily basis and continued progress photographs shall be taken during the course of construction. 6. Miscellaneous minor engineering work may consist of field engineering analysis of construction projects, minor construction staking, and infrastructure evaluation. 7. Inspector will serve at the City's liaison in the field to facilitate project delivery. 8. Inspector will work under the supervision of MUED's staff and will be required to represent the city in a professional manner at all times. 9. Inspector shall be based at the City offices and will furnish their own vehicle to drive from project location to project location. Exhibit"B" Project Cost Position Cost Senior Inspector* $135/1-1r. Inspector* $125/Hr. *Hourly costs include vehicle,travel,and cell phone expenses.