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HomeMy WebLinkAboutContracts & Agreements_84-2011AGREEMENT TO PERFORM PROFESSIONAL ENGINEERING SERVICES This agreement for the provision of engineering services associated with conducting a foundation assessment of pnvate property located at 624 West State Street in Redlands for the City of Redlands ("Agreement") is made and entered into this 21St day of Apnl, 2011 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Carollo Engineers, 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 perform professional engineermg services associated with conducting a foundation assessment for pnvate property located at 624 West State Street in Redlands (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 practicmg professional consultants in the industry providing like and similar types of Services ARTICLE 2 - SERVICES OF CONSULTANT 2 1 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 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 2 3 Consultant shall provide all reports, documents and data associated with the Services to City's City Attorney Such reports, documents and data shall be considered confidential and work product privileged 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 Consultant shall be entitled to use and rely upon all such information provided by City and others in performing Consultant's Services under this Agreement 3 2 City designates Rosemary Hoerning, Municipal Utilities and Engineering Director, as City's representative with respect to performance of the Services, and 1 I 1ca\dm\Agreements\Carollo Engineers Agmt..doc 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 3 3 City shall arrange for access to and make all provisions for Consultant to enter upon public and private property as required for Consultant to perform the Services ARTICLE 4 - PERFORMANCE OF SERVICES 4 1 Consultant shall perform and complete the Services in a prompt and diligent manner, and within forty five (45) days of the Effective Date of this Agreement 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 Services, 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 a duly authorized City official in accordance with Chapter 2 16 of the Redlands Municipal Code 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 Twenty Six Thousand Seven Hundred Sixteen Dollars ($26 716) City shall pay Consultant on a time and material basis at the rates described in Exhibit `B " 5 2 Consultant shall submit monthly invoices to City describing the work performed during the preceding month Consultant's invoices shall include a bnef 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 2 1 Icaldjm\Agreements\Carollo Engineers Agmt. doe City Rosemary Hoeming, Director Municipal Utilities and Engineering Department City of Redlands 35 Cajon Street Suite 15A P 0 Box 3005 (mailing) Redlands, CA 92373 Consultant Mr James A Doernig, S E., P E Carollo Engmeers, Inc Associate Vice President 1054 0 Talbert Avenue Suite 200 East Fountain Valley, CA 92708 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 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 mclude a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City, provided, however, the policies shall allow for ten (10) days notice for cancellation to City due to non-payment of premium 6 2 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 6 3 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 to the extent caused by the negligent act, omission or failure to act by Consultant, its officers, employees and agents in performing the Services Notwithstanding the foregoing, for any claim alleging Consultant's negligent performance of professional services 6 4 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 Iiability, property damage 3 I 1caldjm'Agreements\Carollo Engineers Agmt .doc and personal injury is required City shall be named as an additional insured and the insurance policy shall include a provision prohibiting modification of coverage limits or cancellation of the policy except upon thirty (30) days pnor 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 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 Consultant shall have business auto liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit for bodily injury liability and property damage liability This coverage shall include all Consultant owned vehicles used m 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 pnor 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 or 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 4 1 IcaldjmlAgreements&Garollo Engineers Agmt..doc 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 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 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 pnor written approval of City and in strict compliance with the terms, and conditions of this Agreement 8 3 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 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 5 1 Icaldjm\Agreements\Carollo Engineers Agmt..doc agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation 8 5 Termination A This Agreement may be terminated by City, in its sole discretion, by providing ten (10) days prior written notice to Consultant (delivered by certified mail, return receipt requested) of City's intent to terminate Unless earlier terminated as provided for below, this Agreement shall terminate upon completion and acceptance of the Services by City B 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 teuuination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant C 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 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 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 pnor 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 m writing, approved by City and signed by City and Consultant 8 8 This Agreement shall be governed by and construed in accordance with the laws of the State of California 8 9 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 6 1 1ca\djm\Agreements\Carollo Engmeess Agmt..doc B Agreement and shall not affect, impair or invalidate the remaming sentences, clauses, paragraphs or sections contained herem, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement 8 10 The Services to be performed by Consultant are intended solely for the benefit of the City No person or entity not a signatory to this Agreement shall be entitled to rely on Consultant's performance of its Services hereunder, and no right to assert a claim against Consultant by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of Consultant's Services hereunder IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant have signed in confirmation of this Agreement CITY OF REDLANDS Attest AmClerk I lcaldjm\Agreements\Carollo Engineers Agmt_.doc 7 CAROLLO ENGINEERS, INC By es A Doering, S E EXHIBIT A-1 Scope of Services The following scope of services will be provided as required 1 Investigation a A site review to observe the existing conditions of the Zanja and the building located at 624 West State Street Access to the subject building is anticipated b Review photographs and other available documents related to the damage that occurred in December 2010 at the Zanja c Review any as -built structural drawings of the subject building (if available) d Review related engineering documents for the Zanja that the City has available 2 Review of Reports/Proposals a Review engineering reports prepared for the subject building that are related to the foundation damage that occurred in December 2010 b Review proposal for foundation stabilization prepared by the building owner 3 Assessment a Summarize our findings and recommendations in a letter report 1) To include supporting sketches and figures as required communicating what was observed 2) To include an appendix of photographs with descriptions of observations made 3) The assessment is to be based on a review of available construction documents and visual observations made during the site review A more detailed evaluation will likely require soil exploration and testing to ascertain conditions below the building foundation 8 I Icaldjm\Agreements\Carollo Engineers Agmt. doe