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CITY OF REDLANDS
THE REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS
PROFESSIONAL SERVICES AGREEMENT
THIS /VGREEMENT, made this e day of February, 2007. by and between the City of Redlands (the "City")
and the Redevelopment Agency ofthe City of Redlands, (hereinafter called the ''Qh/Agenq/')' and TKE
Engineering, Inc., o California corporation(hereinafter called the"Consultant"):
WITNESSETH:
WHEREAS, the City is a California municipal corporation and the Agency is a duly constituted
redevelopment agency organized and existing under the |evvm of the State of California and pursuant to
such laws is responsible for the administration ofredevelopment activities within the City of Redlands; and
WHEREAS, the City and Agency are in need of expert Consultant services in the professional discipline of
civil engineering; and
VVHEF<EA8, as evidenced in Consultant's proposal to provide professional sen/ioee. Consultant has
extensive experience in the professional disciplines required by the City/Agency; and
VVHEREAS, after due investigation and deliberation, the CdxA\oencyhoe determined that the Consultant is
qualified to provide the services contemplated herein by reason of its training, experience and knowledge.
N{JVV.THEREFORE, in consideration of the mutual undertakings herein, the parties agree as follows:
1. CONSULTANT RESPONSIBILITIES
The 'City/Agency hereby employs the Consultant and the Consultant hereby accepts such employment to
perfornth- serv\cea. upon the hermo, subject to the conditions, and in consideration of payments as
hereinafter set forth. The purpose of this Agreement in to enable the City/Agency to acquire expert
Con-- ont services in the professional disciplines of housing and commercial rehabUitadon, economic
development and affordable housing programs implementation, as described in Attachment ^A". the Scope of Professional Services. If the City/Agency requests professional services pursuant to this
AQreement, such services shall be confirmed in writing.
Z COMPENSATION
During the berm of this Agraement. City/Agency shall pay Consultant the fee and expanses described in
Attachment -B^' the Schedule of Professional Fees. Said compensation shall be considered full and
complete reimbursement for all of Consultant's costs aeeonimbyd with the services provided hereunder.
Consultant shall be paid in accordance with the Cib/aA\genc/s standard accounts payable system. Invoices
shall be approved by Citys/Agency's Agreement Administrator prior to payment.
3. NAMED PERSONNEL
Consultant commits the principal personnel listed below to provide services pursuant to this Agreement for
the duration ofits term.
Personnel:Consultant's Principal
Consultant has assigned W1|ohae| P. Thornton, PE. PLS. yWS. Preak]ert, as the primary contact for this
agreement. In this role, Mr. Thornton will oversee all Consultant activities for this assignment. Mr. Terry
K8, Renner, Ms. Michelle AneUano and Mr. Ron Musser will also provide assistance to the Ciby/Agencyeo
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projects amj ~'y^ g~' ~y may direct Consultant. It has been determined that the services of Michael P.
Thornton are necessary for the suoc�ssfu| performance ofthis Agreement. Consultant shall not replace this
individual without written consent ofCihy/Agenoy. which shall not beunreasonably w\thhe|d� The consent oY
the City/Agency ehoU be given in writing within ten (10) days of the receipt of written notice from the
Consultant of the intent to replace personnel. If City/A0encytoi|a to respond to Consultant within hen (10)
days of notification by Consultant, said personnel replacement shall be deemed approved.
4. TERM
The bsnn of this Agreement ehmd| remain in full force unless terminated by either party. This Agreement may
be terminated without cause bveither party bygiving the other party thirty (3O) days written notice m[ such
cancellation.
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RELEASE OF NEWS INFORMATION
No news releaseincluding photographs, public announcements or confirmation ��me. or any part of the
subject me�erof'this Agreementoranyphaoeofmnypnx0romhereundershd| bemadevvithoutpriorvvhtten
approval ofC\t/mAAgeng/oAgreement Administrator
G� CONFIDENTIALITY OF REPORTS
Consultant shall keep confidential all reports, information and data received, prepared or assembled pursuant
to performance hereunder and that QtvA\oencydesignates as confidential. Such information shall not be
made available hoany person,�nn. corporation orentity without the prior written consent ofCibxY\oency.
7.
Qty/AgennyahaU provide Consultant with any plans, pub|ioationn, nmports, statisdoa, records nrother data or
information pertinent to the services to be provided hereunder which are reasonably available to City/Agency.
8. INDEPENDENT CONTRACTOR
Consultant shall oerk/nn the services as contained herein as an independent onn�aobnand shall not be
perform
considered anemployee ofCity/Agency orunder City/Agency supervision or control. This Agreement is by
and between Consultant and Cdm4\oancy, and is not intended, and shall not beconstrued, tocreate the
relationship of agent, servant, employee, partnership, joint venture, or association, between Cih/AAgencyund
Consultant.
Q. CONFLICT OF INTEREST
Consultant represents,warrants and agrees that bdoes not presently have, nor will itacquire during the term
of this Agmeement any interest direct or indirect, by contract, employment orotherwise, oras a partner, joint
venturer or shareholder (other than as o shareholder holding a one percent [161 or less interest in publicly
traded companies) or affiliate with any business or business entity that has entered into any cuntract,
subcontract or arrangement with City/Agency. Upon execution of this Agreement and during its term, as
appropriate, Consultant -ho|| upon request, diadoseinwhUngbnQh/Aoenoyany other contractual or
employment arrangement from which it receives compensation. Consultant agrees not to accept any
employment during the hanm of this Agreement by any other pmreon, business or corporation which
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� p|oymentv�||ormay|ike|ydeve|opa ktofinbemmtbebxeenCity'o0Aoency'airderostmandtheintmr*st
of third parties.
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10. _SUCCESSOR AND ASSIGNMENT
e��m o��n� h��na� � Lm �n��dbyCo�u�� wh�e �me � aoa�e�s �� a�v
�m �� �� bmns�rany in��� in �� Ag�mme� ��n� �ep�r
written and aaidConeukamkshsd\ not assign nor
written consent ofCity/Agency
11.
Consultant agrees to indemnify' `defend (upon request by (�\t�Agenoy) and save harmless City/Agency, its elected and appointed offio\a\m' officers, agents and employees
np| ymm fron�^ and against
any
liability, expense,
including defense costs and legal#a�g' and claims for any whatsoever, including, but not
limited to, bodily injury, death, personal injury or property damage arising from or connected with Consultant's raona\ im]uryorpnoPedydamagearis\ngfronorconno^dedvith ~onau|tont'o
operations, or its services, acts and/or omissions hereunder, in~\~~ 'g any workers' compensation suit,UabUityorexpense. ahaingfromorconneobad with the services performed byoron behalfof { uneu|tantby
any person pursuant to this Agreement.
12. _INSURANCE�
Without limiting Consultant's indemnification of City/Agency, Consultant shall p
rooure and maintain at all
times during the \ife of this Agreement, a program of insurance against claims for injuries to persons or
damages to property which may �hs- from nr in connection with performance of the work hereunder by
Consultant, its officers, representatives, agents or employees. Consultant acknowledges that SednSection
of the California Labor Code requires all employers to be insured against liability for workers' compensation or undertake self insurance in accordance with the provisions of that Code Section. Consultant assures City/Agency that it will comply with the provisions of Section 3700 of the California Labor Code prior to commencing any work hereunder. Further, prior to commencement of work pursuant to this Agreement,Consultant, including any subcontractor, shall obtain all insurance required hereunder from a company or companies acceptable to Citys/Agency's Risk Manager. For the purposes of the Insurance Section of this Agreement, Citys/Agency's Risk Manager shall mean City's Finance Director._Minimum Limits on Insurance
_
Consultant shall maintain limits ofnoless than:
1 General L\�biUh/� �1 million per and $2 million aggregate for bodily
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injury' personal injury and property for products/completed operation
sand
a.y other activities undertaken by Consultant pursuant to this Agreement. If
Commercial General Liability Insurance or other form with a cieneral aggregatelimit
is used, either the general aggregate limit shall apply separately to Consultant's services rendered pursuant to this Agreement or the general aggregate limit shall be twice the required occurrence limit.2Automobile Liability: million per occurrence, combined single limit for bodily
� Liability:injury' death and property damage insuring against liability arising out ofthe use of
any vehicle, including, owned, |eaeed, hired or borrowed and non-owned and
employee non-ownership vehicles.
3. Workers' Compensation and Employer's Liability insurance that meets the statutory
requirements of the Sbobs of California.
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4� Professional Liability: $1 million per claims made and $2million aggregate insuring
against any liability arising out of professional ernznu and/or omissions
("malpractice").
Modifications to the above noted minimum insurance limits may only occur upon
concurrence of both parties to this Agreement, confirmed in writing by Consultant and
CitVa/Agancy'e F{|ak Manager.
b. Other Insurance Provisions-Commercial General and Automobile Liabili
The commercial general |iebi}hx and automobile |iobi|dx policies are to onnbain, or be
endorsed tocontain, the following provisions:
1. The QbxY\genuy. its elected and appointed offiu/o|a. officers, agents and employees
are bobenamed aeadditional insured with respect to:
(i) Liability arising out of work or operations performed by or on behalf ofthe
Consultant; or
(ii) Automobiles owned, leased, hired orborrowed bythe Consultant.
2. For any cieirna related to Consultant's services rendered pursuant to this
Agreement, the Consultant's insurance coverage shall be primary insurance as
respects the QhmY\oency. its elected and appointed officials, officers, agents and
employees. Any insurance or self-insurance maintained by the City/Agency, its
elected and appointed officials, uffimars, agents and employees shall beexcess of
the Consultant's insurance and shall not contribute with it.
3. Each insurance policy required by this section shall be endorsed to state that
coverage shall not be reduced or canceled by either pady, except after thirty (3O)
days' prior written notice by certified maU, return receipt requeshad, has been given
bnthe Cih/s/AgenoysRisk Manager.
4� Consultant's insurance shall specify that:
(i) itapplies separately toeach insured, against whom claim iamade orsuit is
brought, except with respect h>the limits ofthe insurer's liability;
(ii) any failure to comply with reporting or other provisions of the required
po|icy, including breaches of warranty, oheU not affect the coverage
required to be provided;
(iii) the insurer waives all rights of subrogation against any of the named
additional insureds;and
(iv) all costs of adjusting and/or defending any claim against any inoured,
including court costs and attorneys fees, shall be paid inaddition tuand
shall not deplete any policy limits.
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C. Other Insurance Provisions-Workers'Compensation and Employer's Liabili
The following provisions apply to Consultant's workers' compensation and employer's
liability insurance:
1Consultant's workers' compensation and employer's liability insurance policies shall
provide that the insurer waives all rights ofsubrogation against City/Agency and its
elected and appointed offiuia|o. officers, agents and employees.
2. If "claims made" policy is provided, such policy shall be maintained in effect from
the date of performance of work or services hereunder until three(3)years after the
date the work or een/imem are accepted as completed. Coverage for the post-
completion period may be provided by renewal or replacement of the policy for each
Vmt-comp|edionperiodmaybeprnvidedbvnanavva|ornep|aoementofthepo|icyforeauh
of the three (3)years or by three (3)year extended reporting period endorsement
which reinstates all limits for the extended reporting period. If any such policy
and/or policies have a retroactive date, that date shall be no later than the date of
first performance ofwork orservices hereunder. Renewal orreplacement policies
shall not allow for any advancement of such retroactive date. Each such policy or
policies shall include astandard "notice ofcircumstances"provision.
f. Acceptability of Insurers
Insurance is to be placed with insurers with a ounnrdA.K8. Best's rating ofno less than A:
VII, unless the City's/Agency's Risk Manager approves, in writing, insurers with a lower A.M.
Best rating.
g. Verification of Coverage
Consultant shall furnish the Agency's Risk Manager with original certificates and
amendatory endorsements effecting coverage required by this paragraph. Verification of
coverage must be approved bythe Qh/a/Ageng/sRisk Manager before work commences.
If the life of this Agreement extends beyond the expiration date of Consultant's insurance,
Consultant shall cause its agent/broker to verify that Consultant's insurance is current using
the procedure identified inthis paragraph.
h. Failure to Provide or Maintain Insurance
Failure on the part of Consultant to procure or maintain required insurance shall constitute a
material breach of this Agreement upon which QhmAmenoymay immediately terminate this
Agreement.
13.
In the fulfillment of the program established under this Aqreement, either as to emp|oyment, upgrading'
demot|on, trgnsfer, recruitment orrecruitment advertising, layoff ortermination, rates ofpay orother terms of
compensation, selection for training, including apprenticeship urparticipation in the program or the receiving
ofany benefits under the program, Consultant agrees not hodiscriminate nor to allow any subcontractor ho
discriminate on the basis of race, color, cnaed, pe|igimn, natural ohgin, ancestry, nex, ege, marital status or
physical disability.
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14. COMPLIANCE WITH LAWS
The parties agree tobebound by applicable federal, state and local laws, regulations and directives as they
pertain Vnthe performance ofthis Agreement.
15. SEVERABILITY
In the event that any provision herein contained is held to be invalid, void or illegal by any court of competent
jurisdiction, the same shall bedeemed severable from the remainder ofthis Agreement and shall innoway
affect, impair orinvalidate any other provision contained herein. |fany such provision shall bedeemed invalid
due to its scope or breadth, such provision shall be deemed valid to the extent of the scope or breadth
permitted bylaw.
18. INTERPRETATION
No provision of this Agreement is to be interpreted for or against either party because that party orthat part/o
legal representative drafted such provision, but this Agreement is to be construed as if it were drafted by both
parties hereto.
17� DISPUTES-ATTORNEY'S FEES
If either party to this Agreement is required to initiate or defend litigation in any way connected with this
Agn*ement, the prevailing party in such |itigebun, in addition to any other relief which may be granted,
whether legal or equibob|e, shall be anUdmd to reasonable attorney's fees, including fees incurred by party
for use ofin-house counsel.
1& VV/UK/BR
No brooch of any provision hereof can be waived unless in writing. Waiver ofany one breach of any
provision shall not be deemed to be a waiver of any other breach of the same or any other provision hereof.
19� NOTICE
Notices herein shall be presented in person orbycertified or registered U.S. mail, as follows:
To Consultant: TKE Engineering. Inc.,
4440Central Avenue
Riveraide, California 92506
Phone: (Q51)GOO-044U
Fax: (951)680-0490
Attn: Michael P.Thornton, President
ToQb/Agmnoy: City ofRedlands
Redevelopment Agency ofthe City wfRedlands
City Hall
35Cajon Street, Suite 204
P. D. Box 3O05
Redlands, California 92373-15O5
Phone: (909)335-4756
Fax: (g00)788-75G3
Attn: City Monager/ExemuUvmDinector
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Nothing in this paragraph shall be construed to prevent the giving of notice by personal service. Either party
may at any time change the address at which they are to receive notices by providing notice to the other
party.
20. AGREEMENT ADMINISTRATOR
Following approval ofthis Agreement by the Redevelopment Agency Board of Directors, this Agreement
shall be administered by the Executive Director, or designees, in accordance with the provisions of this
Agreement /the"Cib/aA\oenm/oAgreement Administn*bmr"\. The City's/Agency's Agreement Administrator
shall have the authority to issue interpretations or waive provisions to this Agreement on behalf of the
CitwAoancymn long as such actions are consistent with the City's/Agency's approved annual budgets
and/or applicable policy directives.
21. ENTIRE AGREEMENT
This Agneement, consisting of seven (7) pages and two (2) attachments, supersedes any and all other
agreements, either oral or in writing, between the parties hereto with respect to the retention of Consultant by
City/Agency and contains all the covenants and agreements between the parties with respect to such
retention.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and
year first above written.
TKE ENGINEERING, INC.,
By: ��� N�
Michael P. Thornton, President
/
CITY OF REDLANDS ATTEST:
XX
By:
Jon Harrison, Mayor City Cler-l�f
REDEVELOPMENT AGENCY OF THE CITY OF
REDLANDS
B
z Jon H6rrison, Chairman
ATTEST:
L6rrie Secretary
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ATTACHMENT"A"
SCOPE OF PROFESSIONAL SERVICES
Upon the request of City/Agency, Consultant may provide public works engineering,
construction administration, sun/eying' plan checking, project management, project inspection
and project financing services ofthe type generally described msfollows:
A. Street Improvements-Street improvement drowinga, apmcKioaUone` eoUmatme, traffic control
plans, hydrology and hydraulics nsports, permit epp|ioet)one, environmental compliance
documents and right-Vf-wayacquisition documents for new streets and widening and rehabilitation
of existing street projects.
B. Water System Impmmoenmem8o^Dnavvin0o, speoificotions, esUma0as, hydraulic one/ysms, alignment
studien, permit appiicationo, environmental compliance documents, and property and easement
acquisition documents for vvabyr|in*, booster ntaUon, pressure regulating atoUon, and water
reservoir projects.
C. Wastewater System /nqpmxoenmnis-Orawingm, mpeoificabons, esdmates, hydraulic ana|yoem,
preliminary engineering repnrta, permit applications, environmental compliance documents, and
property and easement acquisition documents for oovwar. lift staUon, and sewage force main
projects.
D. Drainage System Improvements-Drawings, specifications, esUmoteo, hydrology and hydraulics
veporta, preliminary engineering ,eporte, permit app|icaUnns, environmental compliance
documento, and easement acquisition documents for storm drain and detention and retention
basin projects.
E. Gnmm0n&+Orevvings, epooifioaUons, esUmates, permit applications, and environmental compliance
documents for grading projects.
F. Construction Administration-Construction administration services including project
management and inspection for public works construction projects.
G. Surveying-Topographic, boundary, control, and construction surveying for public works projects.
H. Plan Checking-Plan-checking services for development and capital improvement projects to
public agencies.
L Project Management-Project management services for development projects for public
agencies. Including review ofdevelopment agreement components (evaluating needs and cost
estimates for public imprmwsmmnts).
J. Project Kmmpectimn-|nspeotinnservices for Public Work construction projects.
K. Project Financing-Project-financing services for Federal and State grant and loan programs.
|fthe City/Agency requests the Consultant toperform services pursuant tothis Agreement, such services
shall be confirmed in writing. Such written confirmation shall indicate the financial limits or constraints
associated with the services contemplated (i.e.` time and maberia|o, not huexceed maximum or lump-sum
payment)aawell asthe funding source.
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ATTACHMENT"B"
SCHEDULE OF PROFESSIONAL FEES
Pursuant to Section 2, Compensation, of this A8reemmnt. Consultant shall provide services on a
time and materials or not to exceed price basis. Consultant shall charge only those actual costs
required inperforming services hereunder, eofollows:
A. Personnel
The following rotes are applicable through June 30. 2007 (the"Professional Fee"):
Positions Hourly Rate
Project Manager/Construction Manager/Licensed Su r --'— ..'' $136.00
Senior EEngineer(PE)/SoniorFqanCheukor--—' -- $115.00
Associate Engineer -- --------' --.—' —.-- ----. ----. $105�00
Assistant E Cheokar-- ..... ---- --.-- ........... 8 95.00
AuhoCADTec hnici an ... — .... ...... ....... ----. ........ ... ........ ....... $ 85�00
Engineering ' --------' --. ...... . ............. $ 50�00
Clerical ... ... ---- -. $ 55�00
Forensic .......... --...... ............ ......-- -...... ... ....... ..... $210.00
Expert Witness Testimony .......... ---' —.......... ....... ... .......... _ ...... $250.00
Surveying Services
2-ManSurvey Crew ..... .......... -- ............. ----. $100.00
Construction Services
Construction Inspector ----. --' $ 85.00
Car/Truck for Construction Services Paroonmel—' —_'— ....... — $60.00/Day
B.
Materials, Supplies, Services and Expenses
Consultant shall bill for necessary materials, supplies, services and expenses based on the following
schedule:
Reimbursable Costs....... ...^.............. —.... .... ........ — ....... —.......... ........ -- Rate
���
—. ----. ---' ----_ ----. Actual Coat
Printing and Materials —. --------' ............. ......-- ----. ....... Com + 1896
Express Mail/Courier/Next Day Service — .... ---' ----. ............. Ccst* 10%
Special Sub-consultant Services ............. ----. ---- ............ ........ CVst+ 1096
K requested by the Consultant shall provide justification for the cost of materials (ie,
receipts, invmices, etc.)and indicate the purpose of such materials.
C.
Travel Expenses
Consultant's local travel expenses are included within Consultant's Professional Fee. If, hovvever, in the
performance of services pursuant to this Agreement Consultant believes it is necessary b7travel outside
the |ono| area (e.g., with respect to the preparation and/or filing of grant app|ication), said out ofthe local
area travel expenses mhoU be billed on an actual cost basis. In add|Uon, any out of the local area travel
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that Consultant contemplates billing the City/Agency shall bedisclosed to and approved '�C��en�in
travel. Said dim�nsunaand approval shaUbm |nwrhng. ' -
D.
Financial Limits
If the ChmY\oenoy requests the Consultant to perform services pursuant to this Aoreement, such services
shall be confirmed in writing. Such written confirmation shall indicate the funding source and whether
particular assignment will be based on a time and maberia|a, not to exceed maximum or lump-sum
payment compensation arrangement. Subsequent boJune 30. 3007. the Professional Fee shall be the
Professional Fee that Consultant charges to its other clients as periodically specified by the Consultant in
writing.
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