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HomeMy WebLinkAboutContracts & Agreements_41-1995_CCv0001.pdf AGREEMENT TO FURNISH CONSULTING SERVICES FOR THE ENVIRONMENTAL STUDIES FOR THE ORANGE STREET AND ALABAMA STREET BRIDGE REPLACEMENT PROJECT This AGREEMENT is made and entered into as of this 6th day of June, 1995 by and between City of Redlands Public Works Department hereinafter referred to as "OWNER" and Tom Dodson and Associates hereinafter referred to as "CONSULTANT" In consideration of the mutual promises, covenants, and conditions hereinafter set forth, the parties do hereby agree as follows: ARTICLE I.-, ENGAGEMENT OF THE CONSULTANT 1.1 The OWNER hereby engages the CONSULTANT and the CONSULTANT hereby accepts the engagement to perform environmental study services in connection with the Orange Street and Alabama Street Bridge Replacement at the Santa Ana.River hereinafter called the Project. 1.2 All work under this AGREEMENT shall be done in a professional manner, and CONSULTANT represents that he is skilled in the professional expertise necessary to provide high quality services under this AGREEMENT. 1.3 The CONSULTANT shall be responsible, to the level of competency presently maintained by other practicing professional environmental consultants performing the same type of work for the professional and technical soundness, accuracy, and adequacy of all studies and other work and materials furnished under this AGREEMENT. -1- ARTICLE 2 - SERVICES OF THE CONSULTANT 2.1 The CONSULTANT will perform the services in connection with the Project as defined in Section A, Scope of Work, of Exhibit 1. 2.2 Additional services may be provided by the CONSULTANT when requested and approved by the OWNER. ARTICLE 3 - RESPONSIBILITIES OF THE OWNER 3.1 The OWNER will place at the disposal of the CONSULTANT all available information pertinent to the Project, including previous reports and any other data relative to the Project. 3.2 The OWNER will provide access to and make all provisions for the CONSULTANT to enter upon public and private lands as required for the CONSULTANT to perform his work under this AGREEMENT. 3.3 The OWNER will provide existing environmental assessments or impact reports required for this project. 3.4 The OWNER will designate in writing a person to act as the OWNER's representative with respect to the work to be performed under this AGREEMENT, such person to have complete authority to transmit instructions, receive information, interpret and define the OWNER's policies and decisions with respect to materials, equipment, elements, and systems pertinent to the work covered by this AGREEMENT. ARTICLE 4 - PERIOD OF SERVICE 4.1 The CONSULTANT shall proceed with the environmental study services set forth in Article 2 in accordance with the following schedule as defined in Section D, Proposed Schedule, of Exhibit 1. 4.2 The CONSULTANT shall proceed with the services under this AGREEMENT promptly and will prosecute them diligently. _2- ARTICLE 5 - PAYMENTS TO THE CONSULTANT 5.1 For the services performed under Article 2, OWNER will pay the CONSULTANT a fee not to exceed -$15,tOO as shown in Section C, Fee Proposal, of Exhibit 1. 5.2 Payment for additional services requested by the OWNER per Article 2.2 will be in accordance with a separately negotiated fee. 5.3 CONSULTANT agrees that at the point 75-percent of budgeted costs have been expended for each scope project. the CONSULTANT will notify the OWNER in writing, including a brief report on job status, percent complete, analysis of budget, and envisioned expenses to complete the contractual effort. Budgets shall not be exceeded except if previously approved by OWNER. 5.4 The CONSULTANT shall bill the OWNER within ten days following the close of each month by submitting an invoice indicating the work performed, who performed the work, and the detailed cost of all work including backup material, if requested. Payments by owner to consultant shall be made within 30 days after receipt and approval of consultant's hereinabove invoice, by warrant payable to Tom Dodson and Associates. 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 should be addressed as follows: TO OWNER: CITY OF REDLANDS Public Works Department P. O. Box 3005 35 Cajon St., Suite 222 Redlands, CA 92373 TO CONSULTANT: Tom Dodson and Associates 463 N. Sierra Way San Bernardino CA 92410 When so addressed, such notices shall be deemed given upon deposit in the United States Mail; in all other instances, notices, bills, 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 whom notices, bills, and payments are to be given by giving notice pursuant to this paragraph. -3- ARTICLE 6 - INSURANCE AND INDEMNIFICATION 6.1 CONSULTANT shall maintain worker's compensation insurance and, in addition shall maintain insurance to protect owner from claims for damage due to bodily injury, personal injury, or death and claims for injury to or destruction of tangible property while performing the services covered by the agreement. Said public liability and property damage insurance shall be in a minimum combined single limit of $1,000,00 per occurrence. The owner shall be named a primary additional insured on insurance coverage for public liability and property damage. The consultant shall provide owner with a certificate evidencing such insurance coverage. 6.2 CONSULTANT agrees to maintain professional liability insurance pursuant to this paragraph to protect owner from negligent acts, errors, or omissions of a professional nature; the total aggregate of consultant's professional liability insurance coverage shall be a minimum of $1,000,000. 6.3 CONSULTANT agrees to indemnify, hold harmless and defend owner and any and all of their officers, agents, and employees from and against all claims, loss, damage, charge or expense, to which they or any of them may be put or subjected to arising out of or resulting from any willful or negligent act or actions, omission or failure to act on the part of the consultant, his contractors, his suppliers, anyone directly or indirectly employed by any of them or anyone for whose acts or omissions any of them may be liable in the performance of the services described in this agreement. ARTICLE 7 - GENERAL CONSIDERATIONS 7.1 In the event of any legal action brought by either party against the other to enforce any of the obligations hereunder or arising out of any dispute concerning the terms and conditions hereby created, the losing party shall pay the prevailing party such reasonable amounts for fees, costs expenses, including attorney's fees, as may be set by the Court. 7.2 The CONSULTANT shall not sublet or assign any of the work covered by this AGREEMENT, except with the prior written approval of the OWNER and in strict compliance with the terms, provisions, and conditions of the CONTRACT. 7.3 The key CONSULTANT'S personnel proposed for this project are as follows: Tom Dodson Project Manager CONSULTANT agrees that this key person will be made available and assigned to the OWNER'S project, and that they will not be replaced without concurrence from the OWNER. -4- 7.4 It is understood and agreed by and between the parties that all documents, records, drawings, and other project documents developed by the CONSULTANT pursuant to this AGREEMENT shall become the property of OWNER and shall be delivered to OWNER if and when requested upon completion of services. Any reuse of such documents for other projects and any use of incomplete documents will be at the OWNER's sole risk. 7.5 CONSULTANT is for all purposes an independent contractor. All qualified personnel provided by CONSULTANT pursuant to the provisions of this AGREEMENT are to be employed by CONSULTANT for his account only, and in no event shall CONSULTANT or any personnel retained by him be deemed to have been employed by the OWNER or engaged by the OWNER for the account of or on behalf of the OWNER. 7.6 Unless earlier terminated as stipulated below, this agreement shall terminate upon completion and acceptance by the OWNER of all work approved for performance under Article 2 of this AGREEMENT. 7.7 This AGREEMENT may be terminated in writing by either party in the event of failure by the other party to fulfill its obligations under this AGREEMENT through no fault of the terminating party: PROVIDING, that no such termination may be effected unless the other party is given (1) no less than thirty (30) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate, and (2) an opportunity for consultation with the terminating party prior to termination. 7.8 If this AGREEMENT is terminated by the OWNER for reasons of default by the CONSULTANT, and adjustment to CONSULTANT's compensation shall be made, but (t) no amount shall be allowed for anticipated profit or unperformed services, and (2) any payment due to the CONSULTANT at the time of termination may be adjusted to the extent of any additional costs to the OWNER occasioned by the CONSULTANT's default. If termination for default is effected by the CONSULTANT, the adjustment in compensation shall provide for payment to the CONSULTANT to include a reasonable profit for services rendered and reimbursement for expenses incurred prior to the termination, in addition to termination settlement costs reasonably incurred by the CONSULTANT relating to commitments which had become firm and approved by OWNER prior to the termination. 7.9 Upon receipt of a termination notice, the CONSULTANT shall (2)promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver or otherwise make available to the OWNER, copies of data, design calculations, drawings, specifications, reports, estimates, summaries, and such other information and materials as may have been accumulated by the CONSULTANT in performing this AGREEMENT. -5- 7.10 CONSULTANT shall maintain books and accounts of al project related payroll costs and all expenses and incidental expense. Books shall be available at all reasonable times for examination by the OWNER at the office of the CONSULTANT. 7.11 This AGREEMENT, including attachments incorporated herein by reference, represents the entire AGREEMENT and understanding between the parties and any negotiations, proposals or oral agreements are intended to be integrated herein and to be superseded by this written AGREEMENT. Any supplement or amendment to this AGREEMENT to be effective shall be in writing and signed by the OWNER and CONSULTANT. 7.12 This AGREEMENT is to be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, duly authorized representatives of the parties have signed in confirmation of this AGREEMENT. CITY OF REDLANDS TOM DODSON AND ASSOCIATES By: MAYOR PRESIDENT DATE" ATTEST: C7ERK -6-