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HomeMy WebLinkAboutContracts & Agreements_45A-2002_CCv0001.pdf AGREEMENT TO FURNISH ENGINEERING SERVICES FOR THE PERFORMANCE OF A WELL FEASIBILITY AND HYDROGEOLOGIC STUDY This Agreement is made and entered into this 16th day of April 2002 by and between the City of Redlands, a municipal corporation (hereinafter "City") and Richard C. Slade & Associates LLC, (hereinafter"Consultant"). In consideration of the mutual promises, covenants and conditions hereinafter set forth. City and Consultant hereby agree as follows: ARTICLE I --ENTGAGEMENiT OF CONSULTANT 1.1 City hereby engages Consultant, and Consultant hereby accepts the engagement, to perform services ("Services") for Water Well Feasibility and Flydrogeologic Study ('Project"), for the City of Redlands, California. 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 high quality Services for the Project at the level of competency presently maintained by other practicing professional Consultants in the industry providing similar types of services. ARTICLE 2 - SERVICES OF CONSULTANT I The specific Services which Consultant shall perform are more particularly described in Attachment "A," entitled *'Scope of Services, an which is attached hereto d incorporated herein by this reference. ARTICLE 3 - RESPONSIBILITIES OF CITY rt I City shall make available to Consultant information in its possession that is pertinent to the performance of Consultant's Services. 3.2 I x City will provide access to and make provisions for Consultant to enter upon City-oAmed property or rights-of-way as required by Consultant to perform the Services. orange Street Wellfield Feasibility and Hydrogeologic Study Agreement April 16. 2002 Page 21 3.3 City designates Douglas Headrick as Project Manager, to act as its representative with respect to the Services to be performed under this Agreement. ARTICLE 4 - PERIOD OF SERVICE 4.1 Consultant shall perform the Services in a diligent manner and in accordance with the schedule set forth in Attachment"B". entitled "Project Schedule". ARTICLE 5 - PAYMENTS TO THE CONSULTANT 5.1 The total compensation for Consultant's performance of Services shall not exceed the amount of$26,600. City shall pay Consultant on a time and materials basis up to the not to exceed amount, in accordance with Attachment "C", entitled "Project Fee", based on the hourly rates shown in Attachment"D", entitled "Rate Schedule". 5.2 Consultant shall bill City within ten days following the close of each month by submitting an invoice indicating the Services performed, who performed the services, indirect costs, and the detailed cost of all Services, including back-up 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 contractual 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 Headrick Richard chard Slade Z__ 644.) Coldwater Canyon Ave., Suite 2 14 Municipal Utilities Department W Hollywood, CA 91606 North 35 Cajon Street P. O. Box 3)005 Redlands CA 92373 When so addressed. such notices shall be deemed given upon deposit in the United States Mail. In all other instances, notices, bill and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to ,,A.-hom notices, bills, and payments are to be given by giving notice pursuant to this paragraph. A 10 NIT Orange Street Wellfield Feasibility and Hydrogeologic Study Agreement April 16, 2002 Page 3 6.1 Consultant's Insurance to be Primary. All insurance required by this Agreement is to be maintained by Consultant for the duration of this Agreement and shall be primary with respect to City and non- contributing to any insurance or self-insurance maintained by City. Consultant shall provide City with Certificates of Insurance evidencing such insurance prior to commencing the services, 6.21 Worker's Compensation And Em 1�ovees�Liabili�ty A. Consultant shall have worker's compensation and employer's liability insurance in force throughout the duration of the contract in an arnount, which meets the statutory requirement with an insurance carrier acceptable to the City. The insurance policy shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior written notice to City. Certificates evidencing such insurance shall be delivered to City prior to commencement of work. B. Consultant expressly waives all rights to subrogation against the City, its officers, employees and volunteers 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 extend to any claim brought by or on behalf of any employee of Consultant. This waiver is mutually negotiated by the parties. This shall not apply to any damage resulting from the sole negligence of City, its agents and employees. 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 hod harmless are valid and enforceable only to the extent of the negligence of Consultant. its officers, agents and employees. b.3 Comrhsixe GeneralLiabilitvirance. Consultant shall secure and maintain in P----- ------ force throughout the duration uration of theInsurance.contract comprehensive general liability insurance covering all work under this Agreement. including work done by subcontractors, with carriers acceptable to the City. ,Iinimum coverages of one million dollars ($1,000.000) per occurrence and two million dollars (521,000.000) aggregate for public liability, property damage and personal injury is required. The City shall be named as an additional insured and the insurance policy shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior vvritten notice to the City. Certificate of liability insurance and endorsement shall be delivered to City prior to commencement of work. Orange Street Wellfield Feasibility and Hydrogeologic Study Agreement Z__ April 16, 2002 Page 4 6.4 Business Auto Liability Insurance. Consultant shall carry business auto liability coverage, with minimum limits of five hundred thousand dollars ($500,000) per occurrence, combined single limit for bodily injury liability and property damage liability. This coverage shall include all Consultant owned vehicles used on the Agreement,hired and non-owned vehicles, and employee non-ownership vehicles. 6.5 Professional Liability Insurance. Consultant shall secure and maintain professional liability insurance throughout the duration of this agreement in the amount of one million dollars ($1,000,000)on a claims made basis. Consultant shall also obtain an endorsement extending the reporting period twelve (12) months beyond the current policy expiration date of December 31, 2002 for Consultant's Professional Liability insurance. Certificates and endorsements evidencing such insurance shall be delivered to City prior to commencement of work. 6.6 Hold Harmless and Indemnification. Consultant shall indemnify, hold harmless and defend City and its elected officials. agents and employees from and against any and all claims. losses or liability, including attorney's fees, arising from injury or death to persons or damage to property occasioned by any negligent act, omission or failure of Zn Consultant, its subcontractors, and any of its officers, agents and employees in performing the work required by this Agreement. Consultant's obligations under this provision shall not be limited in any way by any terms of this Agreement, or the insurance limits. In the event such liability, claims, actions, causes of action of demands are caused by the joint or concurrent negligence of more than one party, such liability shall be borne by each party in proportion to their own fault. ARTICLE 7 - GENERAL CONSIDERATIO'NS 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 shall not assign any of the Services required by this Agreement, except with the prior written approval of City and in strict compliance with the terms, provisions and conditions of this Agreement. 7.3 Consultant's key personnel for the Project are: Project Manager- Richard Slade Orange Street Wellfield Feasibility and Hydrogeologic Study Agreement April 16, 2002 Page 5 Consultant agrees that the key personnel shall be made available and assigned to the Project, and that they shall not be replaced without concurrence from City. 7.4 All documents, records, drawings, designs, costs estimates, electronic data files and databases and other Project documents developed by the Consultant pursuant to this Agreement 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 for other projects and any use of incomplete documents will be at City*s sole risk. 7.5 Consultant is for all purposes an independent contractor. All personnel employed by Consultant are for its account only, and in no event shall Consultant or any personnel retained bv it be deemed to have been employed by City or engaged by City for the account of or on behalf of City. 7.6 Unless earlier terminated, as provided for below, this Agreement shall terminate upon completion and acceptance by City of the Services. 7.7 This Agreement may be terminated by the City, without cause, by providing ten(10) days prior written notice to the Consuitant (delivered by certified mail, return receipt requested) of intent to terminate. 7.8 Upon receipt of a termination notice, Consultant shall (1) promptly discontinue all services affected, and (2) 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 required by this Agreement. 7.9 This Agreement, including the attachments incorporated herein by reference,, represents the entire agreement and understanding between the parties and any prior negotiations, proposals or oral agreements are superseded by this Agreement. Any amendment to this Agreement shall be in �,witing, approved by the City Council of City and signed by City and Consultant. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Orange Street Wellfield Feasibility and Hydrogeologie Study Agreement April 16, 2002 Page 6 IN WITLESS WHEREOF, duly authorized representatives of the City and Consultant have signed in confirmation of this Agreement. City of Redlands, Richard G.' lade & Associa L C ("Cite„) ("Consulta t") By. By: . KARL N. (KASBY) HAWS Mayor Title: ATTEST: Lor ' Poyzer Citv Clerk, Citi o ediands