HomeMy WebLinkAboutContracts & Agreements_08-2022AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of professional engineering services ("Agreement") is
made and entered in this 18th day of January, 2022 ("Effective Date"), by and between the City
of Redlands, a municipal corporation ("City") and Carollo Engineers, Inc , a Delaware
corporation ("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
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ARTICLE 1— ENGAGEMENT OF CONSULTANT
City hereby engages Consultant to design and prepare plans and specifications for City
for two (2) recycled water reservoirs to be constructed in the future at the City of
Redlands Wastewater Treatment Plant (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 practicing
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," titled "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, any applicable State
prevailing wage laws.
2.3 Consultant shall not be liable to and/or indemnify City and/or any third party related to
any inconsistencies between Consultant's data projections and estimates and actual costs
and/or quantities realized by City and/or any third party in the future, except to the extent
such inaccuracies are caused by Consultant's negligent performance hereunder
ARTICLE 3 — RESPONSIBILITIES OF CITY
3 1 City designates John R. Harris, Municipal Utilities and Engineering Department Director,
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.
3.2 City shall furnish Consultant available studies, reports and other data pertinent to
Consultant's services, obtain or authorize Consultant to obtain or provide additional
reports and data as required, furnish to Consultant services of others required for the
performance of Consultant's services hereunder, and Consultant shall be entitled to use
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and reasonably rely upon all such information and services provided by City or others in
performing Consultant's services under this Agreement.
3 3 Documents, including drawings and specifications, prepared by Consultant pursuant to
this Agreement are not intended or represented to be suitable for reuse by City or others
for this project or on any other project. Any reuse of completed documents or use of
partially completed documents without written verification or concurrence by Consultant
for the specific purpose intended will be at City's sole risk and without liability or legal
exposure to Consultant.
3 4 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 services hereunder
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 "A," titled "Consultant Proposal,"
which is attached hereto and incorporated herein by reference
4.2 The term of this Agreement shall be for a period of eighteen (18) months from the
Effective Date of this Agreement, unless terminated earlier as provided herein.
4.3 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to 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.
4 4 Consultant is not responsible for damage or delay in performance caused by events
beyond the reasonable control of Consultant. In the event Consultant's services are
suspended, delayed or interrupted for the convenience of City or delays occur beyond the
reasonable control of Consultant, an equitable adjustment in Consultant's time of
performance and cost of Consultant's personnel and subcontractors may be made
ARTICLE 5 — PAYMENTS TO CONSULTANT
5 1 Total compensation for Consultant's performance of the Services shall not exceed the
amount of seven hundred thirty four thousand eight hundred thirty nine dollars
($734,839) City shall pay Consultant on a time and materials basis up to the not to
exceed amount in accordance with Exhibit "B," titled "Cost Proposal," which is attached
hereto and incorporated herein by reference
5.2 Consultant shall submit monthly invoices to City describing the Services performed
during the preceding month. Consultant's invoices shall include a brief 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
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shall pay Consultant no later than thirty (30) days after receipt and approval by City of
Consultant's invoice
5 3 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, (iii) on the actual delivery date if deposited with an overnight
courier, or (iv) on the date sent by facsimile or electronic mail transmission (including
PDF), 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.
John R. Harris, MUED Director
City of Redlands
35 Cajon Street, Suite 15A
P 0 Box 3005 (mailing)
Redlands, CA 92373
jharris@cityofredlands.org
Phone (909) 798-7658
CONSULTANT.
Graham J G Juby, Senior Project Manager
Carollo Engineers, Inc
3400 Central Avenue, Suite 205
Riverside, CA 92506
GJGJuby@carollo com
Phone (951) 776-3955
Fax (951) 776-4207
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 "C,"
titled "Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference, prior to performance of the Services.
B 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
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C 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.
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
6.2 Consultant shall defend, indemnify and hold harmless City and its elected and appointed
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 any negligent act or omission by, or the willful misconduct of,
Consultant, or its officers, employees and agents in performing the Services. In no event
shall the cost to defend charged to Consultant exceed Consultant's proportionate
percentage of fault.
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 a governmental decision whether to
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) 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
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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.
7.3 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
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, result 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 any 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
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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, without regard to its conflicts of laws provisions. The Parties agree
that all actions or proceedings arising in connection with this Agreement shall be tried
and litigated only in the state courts located in San Bernardino County, California, and
the federal courts located in Riverside County, 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 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.
8 9 The services to be performed by Consultant are intended solely for the benefit of 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
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IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement
Paul T. Barich, Mayor
ATTEST.
`02
are Donaldson, City Clerk
CAROLLO ENGINEERS, INC
By
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-wham J G Juby, Senior 'roject
Manager
e
Eric M hs C ie t Services rector
EXHIBIT "A"
SCOPE OF SERVICES
[ATTACHED]
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EXHIBIT "B"
COST PROPOSAL
[ATTACHED]
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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
(a) By being insured against liability to pay compensation by one or more insurers
duly authorized to write compensation insurance in this State
(b) 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
71 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, m performing the work and activities required of 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 p: alty of peijury under the laws of the State of California that the information
and representa , '(ns made in this certificate are true and correct
CAROLLO GiNEERING,
By
raham J G Juby, Senior Project Mana' r
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