HomeMy WebLinkAboutContracts & Agreements_199-2019PS 1 1 (1 24 19)
AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of professional consulting services associated with the
procurement of Membrane Bioreactors for the Redlands Wastewater Treatment Plant
("Agreement") is made and entered on this 15th day of October, 2019 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City)" and Parsons Water &
Infrastructure, Inc ("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 to provide professional consulting services for the
procurement of Membrane Bioreactors for the Redlands Wastewater Treatment Plant
services for City (the "Services")
12 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
21 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
22 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
31 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services
32 City designates Chris Boatman, Interim Director of Municipal Utilities and Engineering,
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 Consultant shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit "B," entitled "Project Schedule," which
is attached hereto and incorporated herein by reference
4 2 Consultant's failure to complete the Services within the time allowed will result in damages
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being sustained by City Such damages are, and will continue to be, impracticable and
extremely difficult to determine Accordingly, Consultant shall pay to City, or have
withheld from monies due to Consultant, the sum of One Hundred Dollars ($100) for each
consecutive calendar day in excess of the specified time for completion of Services
Execution of this Agreement shall constitute agreement by City and Consultant that One
Hundred Dollars ($100) per day is the estimated damage to City caused by the failure of
the Consultant to complete the Services within the allowed time Such sum is for liquidated
damages and shall not be construed as a penalty, and may be deducted from payments due
Consultant if such delay occurs
4 3 If Consultant's Services include deliverable electronic visual presentation materials, and
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 prior to making any visual presentations
ARTICLE 5 — PAYMENTS TO CONSULTANT
51 Total compensation for Consultant's performance of the Services shall not exceed the
amount of thirty nine thousand three hundred eleven dollars ($39,311) City shall pay
Consultant on a time and materials basis up to the not to exceed amount in accordance with
Exhibit "C," entitled "Fee Schedule," which is attached hereto and incorporated herein by
reference
52 Consultant shall submit an invoice to City which shall include a 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 Services City shall pay
Consultant's invoice no later than thirty (30) days after receipt and approval by City, and
after City's acceptance of the Services as complete
53 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date
of delivery in person, (ii) five (5) days after deposit in first class registered mail, with return
receipt requested, (in) on the actual delivery date if deposited with an overnight courier, or
(iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first
class, certified, registered or express mail, in each case properly posted and fully prepaid
to the appropriate address set forth below, or such other address as a Party may provide
notice in accordance with this section
City
City Clerk
City of Redlands
35 Cajon Street
P 0 Box 3005 (mailing)
Redlands, CA 92373
Consultant
Surendra Thakral, Senior Vice President
Parsons Water & Infrastructure, Inc.
100 W Walnut Street, Pasadena, CA 91124
Surendra,Thakral@parsons com
(626) 440-6263
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ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage 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 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
A Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self-insured or exempt from the workers' compensation laws of
the State of California Consultant shall execute and provide City with Exhibit "D"
entitled "Workers' Compensation Insurance Certification," which is attached hereto
and incorporated herein by this reference prior to performance of the Services
B Professional Liability insurance in the amount of One Million Dollars ($1,000,000) per
occurrence
C Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount 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 such insurance shall
be primary and non-contributing to any insurance or self-insurance maintained by City
D 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
E Consultant is expressly prohibited from assigning or subcontracting any of the Services
without the prior written consent of City In the event of mutual agreement by the
Parties to assign or subcontract a portion of the Services, Consultant shall add such
assignee or subcontractor as an additional insured to the insurance policies required
hereby and provide City with the insurance endorsements prior to any Services being
performed by the assignee or subcontractor
62 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
any negligent act or omission by, or the willful misconduct of, Consultant, or its officers,
employees and agents in performing the Services Consultant shall not be required to
indemnify City for such loss or damage as is caused by the sole negligence or willful
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misconduct of the City If liability is caused by the comparative negligence or willful
misconduct of an indemnified party, then Consultant's indemnification obligation shall be
reduced in proportion to the established comparative liability
ARTICLE 7 — CONFLICTS OF INTEREST
71 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
72 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant
A Does not make a governmental decision whether to
(i) approve a rate, rule or regulation, or adopt or enforce a City law,
(n) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement,
(iii) authorize City to enter into, modify or renew a contract,
(iv) grant 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) grant City approval to a plan, design, report, study or similar item,
(vi) adopt, or grant 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
73 In the event City 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
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City and in strict compliance with the terms and conditions of this Agreement Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, results in City's immediate termination of this Agreement
8 3 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor Neither City nor 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 4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than five (5) days prior written notice to Consultant 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
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 5 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 6 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, any
amendment to this Agreement shall be in writing, approved by City and signed by City and
Consultant
8 7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California
8 8 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
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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 WATER &
INFRASTRUCTURE, INC
By kJ By
auP l W Foster, Mayor ' endra Thakral,
,
Senior Vice President
Attest
e Donaldson, City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
I Consultant to prepare Informal Emergency Procurement Solicitation Activities will include
a Preparation of the informal request for proposal (RFP) for two MBR suppliers
b Deliverable Send draft RFP to the City for review and comment
c Meet with the City to discuss RFP and receive comments (Task 4)
d Address comments and revise RFP
e Deliverable Provide the final version of the RFP to the City to send to the
recommended suppliers
i MBR supplier will be required to provide equivalent MBR capacity to the
original design capacity for the existing system using all six membrane basins and the
existing ancillary equipment (e g , permeate pumps and air scour blowers) while
maintaining sufficient space for additional membranes to meet future capacity
requirements for the entire plant flow
11 Consultant will request the MBR supplier also provide fine screens equipment
for nnstaIlation ahead of the membrane process
2 Consultant to work with MBR Suppliers through Bid Phase Questions anticipate that given
the fast-track nature of this solicitation, will receive a lot of questions and potentially have to
schedule meetings with the suppliers to go through the details and answer questions Activities
will include
a Receive supplier questions and develop responses
b Deliverable Prepare addenda as needed to share information with prospective bidders
c Meet with prospective bidders as requested by bidders to discuss RFP requirements in
more detail and answer questions
3 Evaluate Proposals and Make Recommendation for Selection Upon receipt of MBR supplier
proposals, Parsons will review and evaluate proposals and make recommendation to the City of
one supplier with which to negotiate a final contract Activities will Include
a Evaluate proposals based on requirements specified in RFP
b Deliverable Letter to the City summarizing key differentiators of proposals received,
recommendation of supplier to negotiate final contract with, and key points to be finalized in
contract negotiations
c Consultant will meet with the City to discuss the evaluation and recommendations
(Task 4)
4 Meetings with the City Consultant will attend up to two meetings with the City as suggested
below
a First meeting to review draft solicitation letter and discuss any City comments
b Second meeting to review MBR supplier proposals and recommend a supplier for the
City to negotiate a final contract
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EXHIBIT "B"
PROJECT SCHEDULE
Major Task
Description
Milestone/Completion Dates
(Days after NTP)
1
Provide Informal Emergency Procurement Solicitation for City
Review
3
4a
Meet with City to review draft solicitation
6
1
Address City comments and send solicitation to MBR suppliers
11
2
Work with MBR Suppliers through Bid Phase Questions
12 28
2
MBR Suppliers Proposals Due
33
3
Evaluate Proposals and Make Recommendation for Selection
and Negotiation of Final Contract
34-38
4b
Meet with City to review MBR supplier recommendation
40
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EXHIBIT "C"
Fee Schedule
Redlands WWTP Emergency MBR Procurement
Fee Estimate
PS 1 1 (1.24 19)
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PS 11(12419)
EXHIBIT "D"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of
the following ways
By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State
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
CHECK ONE
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 I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Agreement (Labor Code §1861)
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California However, at any time, if I employ any person such that
I become subject to the workers' compensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, or a certification of workers' compensation
insurance
I certify under penalty of perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct
Parsons Water & Infrastructure, Inc Date
By
Surendra Thakral,
Senior Vice President
I0