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HomeMy WebLinkAboutContracts & Agreements_52-2024AGREEMENT TO PERFORM PROFESSIONAL ENGINEERING SERVICES This agreement for the provision of a professional engineering condition assessment of the Mission Zanja Channel ("Agreement") is made and entered in this 19th day of March, 2024 ("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: ARTICLE 1— ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant to provide professional engineering services for City, to be received and reviewed by the City Attorney of City and her designees (the "Services"). 1.2 The Services shall be performed by the 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 Work," 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, any applicable State prevailing wage laws. 2.3 Consultant shall provide all reports, documents, communications, and data associated with the Services to the City Attorney of City, and/or the City Attorney's authorized designees. All such reports, documents, communications, and data shall be considered strictly confidential, and shall be treated as protected by the attorney work -product doctrine. All such information and any written product in connection with Consultant's Services shall be marked as "Confidential/Attorney-Work Product." Consultant shall not be liable to and/or indemnify City and/or any third party related to any inconsistencies between Consultant's data projections, estimates, 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 Yvette M. Abich Garcia, City Attorney, and Tabitha Crocker, Facilities and Community Services Department Director, as City's representatives with respect to performance of the Services, and such persons shall have the authority to transmit 1 I:\cmo\Agreements\Carollo Engineers, Inc. Professional Engineering Services Agreement-Zanja Channel FY23-0025.docx-msv2 instructions, receive information, interpret, and define City's policies and decisions with respect to performance of the Services. 3.2 The City shall furnish Consultant available studies, reports, and other data pertinent to the Consultant's services; and 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 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 "Scope of Services," which is attached hereto and incorporated herein by reference. 42 The Services shall be completed within forty (40) working day(s) after the date of City's issuance of a Notice to Proceed. 4.3 If Consultant's Services include deliverable electronic visual presentation materials, 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. 4.4 Consultant is not responsible for damage or delay in performance caused by events beyond the reasonable control of the 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 the Consultant's performance of the Services shall not exceed the amount of sixty eight thousand nine hundred forty-three dollars ($68,943). City shall pay Consultant on a time and materials basis up to the not to exceed amount in accordance with Exhibit "B," titled "Fee Estimate," which is attached hereto and incorporated herein by reference. 2 I:\cmo\Agreements\Carollo Engineers, Inc. Professional Engineering Services Agreement-Zanja Channel FY23-0025.docx-msv2 52 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month. Consultants' 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 any reimbursable expenses related to the Services. City shall pay Consultant no later than (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: FCS Director, Tabitha Crocker City of Redlands 35 Cajon Street, Suite 222 P.O. Box 3005 (mailing) Redlands, CA 92373 tcrocker(cityofredlands.org Phone: (909) 798-7505 Fax: (909) 792-8715 CONSULTANT: Graham J.G. Juby, Senior Project Manager Carrillo Engineering, Inc. 3400 Central Avenue, Suite 205 Riverside, CA 92506 GJGJuby@carollo.com Phone: (951) 776-3955 Fax: (951) 776-4207 3 I:\cmo\Agreements\Carollo Engineers, Inc. Professional Engineering Services Agreement-Zanja Channel FY23-0025.docx-msv2 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. C. 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. D. 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 to the extent causes 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. 4 I:\cmo\Agreements\Carollo Engineers, Inc. Professional Engineering Services Agreement-Zanja Channel FY23-0025.docx-msv2 6.3 Neither party shall be responsible for economic, incidental and/or consequential damages to the other party and/or any third party. Additionally, Consultant shall not be responsible for acts and decisions of third parties, including governmental agencies, other than Consultant's subconsultants, that impact project completion and/or success. 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. 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; (ii) issue, deny, suspend, or revoke any City permit, license, application, certification, approval, order or similar authorization orentitlement; (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. 5 I:\cmo\Agreements\Carollo Engineers, Inc. Professional Engineering Services Agreement-Zanja Channel FY23-0025.docx-msv2 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 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. 6 I:\cmo\Agreements\Carollo Engineers, Inc. Professional Engineering Services Agreement-Zanja Channel FY23-0025.docx-msv2 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 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 By: Eddie Tejeda, Mayor ATTEST: By. e onaldson, City Clerk CAROLLO ENGINEERS, INC. By: Gram J.G. Juby, Senior Project Manager By: 'R4,1////t Rajesh Dop laptai President 7 I:\cmo\Agrecmcnts\Carollo Engineers, Inc. Professional Engineering Services Agreement-7.anja Channel FY23-0025.docx-msv2 EXHIBIT "A" SCOPE OF WORK Scope of Work Task 1- Initial Site Visit and Assessment Carollo will prepare for and coordinate with the City a suitable day for entering and conducting a preliminary condition assessment of the existing Mission Creek Zanja ("MCZ") between 1st Street and 9th Street in the City of Redlands. Once on site, the condition assessment will be undertaken and will include Carollo staff entering the MCZ and assessing the entire length of the specified portion of the MCZ. The purpose of this assessment will be to establish the initial condition and identify areas for the more detailed assessment and closed-circuit television (CCTV) inspection that will follow (Task 2). Carollo's engineers will carry out a visual condition assessment and record the condition of the MCZ with digital photographs and/or high -definition video. Sounding of the concrete with a claw hammer will be carried out for general condition assessment and localized areas where deterioration is suspected and where the surface is safely within reach. Carollo will also make a reconnaissance of the improvements above the channel, where possible. However, we are not proposing to enter any buildings located above or adjacent to the channel. The preliminary findings of this initial assessment will be shared with a subcontractor (AIMS) that we will subcontract with to perform a National Steel and Shipbuilding Company (NASSCO) Pipeline Assessment Certification Program (PACP) inspection of the MCZ and up to 10 laterals that feed into MCZ that are to be selected by the City (Task 2). Laterals will be assessed to the extent of their reach or 30 feet, whichever is less. This initial assessment will also serve to identify the condition of the MCZ and whether cleaning or additional preparation work will need to be completed by the City prior to execution of subsequent tasks. This will be a visual condition assessment only and will not include taking core samples of concrete, surface testing, etc. It is anticipated that this task can be completed in one day on site, together with some preparatory work. Task 2 - Internal Inspection of the MCZ Carollo will execute a subcontract agreement with AIMS for internal inspection work. The subcontractor will perform a NASSCO PACP inspection via manned entry of the MCZ segment, including laterals identified during Task 1. Carollo will perform quality assurance of the inspection data obtained by the subcontractor and prepare a draft and final report on the findings (Task 3). The scope of services performed for this task will include the following: Mobilization. Minor traffic control as required. Manned entry inspection of approximately 3,000 lineal feet of the MCZ between 1st Street and 9th Street. CCTV inspection via manned entry of the MCZ and laterals identified in Task 1. Minor cleaning and disposal of solids/debris as required to perform inspection work. Preparation of inspection logs using NASSCO PACP defect coding for the MCZ and laterals identified in Task 1. Task 3 - Condition Assessment Report After completion of Task 1 and Task 2, Carollo will prepare a draft condition assessment report that captures the findings from all tasks and submit directly to the City Attorney of City. The draft report will also include recommendations and will be submitted to the City Attorney for review and comments. Following the City Attorney's review period, Carollo will hold an in -person meeting with the City Attorney and her designees to review the comments on the draft report and discuss the findings. The Final report will be completed within two weeks after receipt and discussion of comments from the City and shall be treated as confidential pursuant to the attorney -client privilege. Deliverables: Draft and Final versions of the Condition Assessment Report in PDF format. Task 4 - Meetings and Project Management This task includes time for management of the project and email/phone correspondence with the City and monthly invoicing. It has been assumed that the following meetings will be required: ■ Meeting No. 1 - Kick Off Meeting. This meeting will be conducted virtually via Teams and will include a review of the proposed scope of work and proposed schedule for the on -site condition assessment. This meeting will also be used to coordinate the execution of Task 1. Meeting No. 2 - Coordination Meeting. This meeting will be conducted virtually via Teams and will be used to coordinate the execution of Task 2. Meeting No. 3 - Review Draft Report. This meeting will be conducted in person at the City and will review the findings of the visual condition assessment and the draft report. EXHIBIT "B" FEE ESTIMATE Below is a breakdown of tasks and budget hours for personnel and subcontractors to be involved with the condition assessment work. Subcontractor's costs have been marked up by 5 percent. N C - C C Y G 0 o M a .2 0 o d 9 a a .17. O r l7 - V d CITY OF REDLANDS - STORM CHANNEL CONDITION a` ,.r a" v % 3 ASSESSMENT 5300 S285 $240 . 5188 $150 5127 5127 •tal aro oLa•or Hou :�TI.71 F74]F••Tl i'fi �7 it i Subs Q 0. 514.00 O u Task 1 - Prepare for and Conduct Field Visit 1.1 Preparations 1 1 I 4 1.2 Field Visit - Condition Assessment I 16 Subtotal - Task 1 1 20 0 14 0 0 8 0 11 24 35 $2,568 86,064 58,632 SO' $154� SOS2,722', $336'' S1,200 $0 S7,600 S490 51,200r SO $10,322� Task 2 - Internal Inspection of the MCZ 2.1 Prepare inspection plan 2 2 1 0 5 $1,358 $70 S0 S1,428 22 Perform inspection of channel and laterals 8 6 0 14 53,408 S196 S0 S3,604 2.3 Review inspection findings 2 24 2 0 28 57,816 S18,375 5392 SO S26,583 Subtotal - Task 2 4 34 0 9 0 0 0 47 $12,582 $18,375 5658 SO S0 $31,615 Task 3 - Condition Assessment Report 3.1 Prepare and submit Draft Report 4 3.2 Prepare and Submit Final Report 1 Subtotal - Task 2 5 Task 4 - Project Meetings and Management 4.1 Kick-off Meeting (Teams Call) 4.2 Meeting No. 2 (Teams Call) 4.3 Meeting No. 3 (In -person Review Draft Report) Subtotal - Task 3 1 2 4 7 32 12 4 8 14 0 12 6 18 1 2 4 7 0 4 52 $13,084 $728 2 21 $5,102 S294 0 6 73 S18,186 20 $1,022 50 0 0 0 0 0 4 8 16 28 $1,058 S2,116 54,232 S7, 406 S0 456 $112 S224 $392 50 SO, S13,812 $01 $5,396 S0 $19,208 $0 S0 SO $0 S1,114 52,228 $4,456 $7,798 TOTAL NOT TO EXCEED 17 112 48 0 0 6 183 246,806 S18,375 $2,562 51,200! $0 568,943 EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways: (a) (b) 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 § 186 I ). 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. CAROLLO ENGINEERS, INC. By: Gr n5 1 J.13. Juby, Senior Project Manager Date: