HomeMy WebLinkAboutContracts & Agreements_108-2011_CCv0001.pdf AGREEMENT TO PERFORM ENGINEERING SERVICES FOR ELECTRICAL
SYSTEM DESIGN AT THE CITY OF
REDLANDS' COUNTRY CLUB RESERVOIR SITE
This agreement for the provision of engineering services for electrical system design for the
City of Redlands' Country Club Reservoir system("Agreement")is made and entered into this 21 st
day of July,2011 ("Effective Date"),by and between the City of Redlands,a municipal corporation
("City") and Power System Dynamics ("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 1 - ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant for the preparation of an engineering design for an
electrical system at the City's Country Club Reservoir site(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 Consultant's Services shall include the preparation of an electrical design, plan,
specifications,requests for information(RFIs)response,and site inspection work associated
with the construction of a water storage and boosting facility. All electrical needs shall be
incorporated into the design and plans, including but not limited to booster power supply,
lighting, and telemetry power supply. Consultant shall visit the site to collect all necessary
information needed to complete the Services. Final Mylars and shop drawings shall be
prepared by Consultant and provided to City.
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, the Americans with
Disabilities Act, the Fair Employment and Housing Act and 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 Mr. Fred Mousavipour 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
I%.ca\djm"iAgreemenL-APower System Dynamics Agreement-CC ReservoirAcc
ARTICLE 4 - PERFORMANCE OF SERVICES
4.1 Consultant shall perform the Services in a prompt and diligent manner and complete the
Services within thirty (30) calendar days from the Effective Date of this Agreement.
Additional services, including site inspection, are to be completed as requested by City.
RFI response shall be completed within 24 hours.
4.2 During the term of this Agreement, City may request that Consultant perform Extra
Services. As used herein, "Extra Services" means any work that 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 Services do not exceed twenty
percent (20%) of the compensation to be paid by City to Consultant for the Services, such
Extra Services may be agreed to by the Parties by written amendment to this Agreement
executed by the City Manager. Consultant shall not perform, nor be compensated for,
Extra Services without such written authorization from City.
ARTICLE 5 - PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Ten Thousand Dollars ($10,000.00). City shall pay Consultant on a time and
materials basis up to the not to exceed amount,at the rate of One Hundred Dollars($100)per
hour.
5.2 Consultant shal l 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 related to the project. 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:
C ity Consultant
Mr. Fred Mousavipour Mr. John F. Shanahan, P.E.
Municipal Utilities and Engineering Dept. Power System Dynamics
City of Redlands 9581 Business Center Drive, Suite J
35 Cajon Street, Suite 15A Rancho Cucamonga, CA 91734
PO Box 3005 (mailing)
Redlands, CA 92373
2
IAca\djm\Agreements\Power System Dynamics Agreement-CC Reservoir.doe
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. 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 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 Workers' Compensation and Employer's Liability. Consultant shall secure and maintain
Workers' Compensation and Employer's Liability insurance throughout the duration of
its performance of the Services in accordance with the laws of the State of California,
with an insurance carrier acceptable to City as described in Exhibit "A," entitled
"Workers' Compensation Insurance Certification,"which is attached hereto and
incorporated herein by this reference.
6.3 Hold Harmless 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 and negligent act, omission or failure to act
by Consultant, its officers, employees and agents in performing the Services.
6.4 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 and the insurancepolicy shall include a provision prohibiting modification of
coverage limits or cancellation of the policy except upon thirty (30) days prior written
notice to 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
prior to commencement of the Services.
6.5 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. Certificates of insurance shall be delivered to City prior to
commencement of the services.
6.6 Business Auto Liability Insurance. Consultant shall have business auto liability coverage,
3
I:lea!djm\AgreementslPower System Dynamics Agreement-CC Reservoinduc
with minimum limits of One Million Dollars($1,004,040) 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 and a certificate of insurance and endorsement
shall be delivered to City prior to commencement of the services. Such insurance shall be
primary and non-contributing to any insurance or self insurance maintained by City.
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 of 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 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;
(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 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
4
1Acaldjm`AgreenentsiPower system Dynamics Agreement-CC Reservoir.doe
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 8 - GENERAL CONSIDERATIONS
8.1 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 by a Party.
8.2 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.
8.3 Documents and Records. 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 Independent Contractor Status. Consultant is for all purposes under this Agreement an
independent contractor and shall perform the Services as an independent contractor.
Neither City nor of its agents shall have control over the conduct of Consultant or
Consultant's employees, except as herein set forth. Consultant shall supply 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 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 City, in its sole discretion, by providing thirty
(30)days' prior written notice to Consultant(delivered by certified mail, return receipt
requested)of City's intent to terminate.
C. If this Agreement is terminated by City, an adjustment to Consultant's compensation
5
1Aca\djm\Agreements\Power System Dynamics Agreement-CC Reservoindoc
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
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 project related 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.
8.6 Books and Records. 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 to this Agreement. Such books shall be available at
reasonable times for examination by City at the office of Consultant.
8.7 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. 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 Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of California.
8.9 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 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 the City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS POWER SYSTEM DYNAMICS,
A SOLE PROPRIETORSHIP
6
1Aca%djm\Agreements\Powcr System Dynamics Agreement-CC Reservoir.doc
d
, »
� ! /
By . ' Sy
Tin Kundig, Finance Dido 62 - . Jof . Shanahan, Owner
&tee! 4:
/
m !t i/ i! lcr
7
r 3 4 z System D> n«aAgreement-CC R! > +rwe
EXHIBIT "A"
WORKERS' COMPENSATION INSURANCE CERTIFICATION TO PERFORM
ENGINEERING SERVICES FOR ELECTRICAL SYSTEM DESIGN AT THE
COUNTRY CLUB RESERVOIR SITE
Every employer except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation in one or more insurer duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations,a certificate of consent to self-
insure,either as an individual employer or as one employer in a group of employers,
which may be given upon furnishing proof satisfactory to the Director of Industrial
Relations of ability to self.-insure and to pay any compensation that may become due
to his or her employees.
I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be
insured against liability for Workers' Compensation or to undertake self-insurance in accordance
with the provisions of that Code, and l will comply with such provisions before commencing the
performance of the work of this Agreement. (Labor Code §186]}.
Power System Dynamics
John F. Shanahan, Owner ate
1:\caldjm\Agreeme.nts\Power System Dynamics Agreement-CC Reservoindoc