HomeMy WebLinkAboutContracts & Agreements_149-2024AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of additional environmental assessments for the
wastewater treatment plant rehabilitation project ("Agreement") is made and entered in this 21st
day of August, 2024 ("Effective Date"), by and between the City of Redlands, a municipal
corporation ("City") and Parsons Water & Infrastructure 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 additional environmental assessments for the
wastewater treatment plant rehabilitation project services for City (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 this
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.
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.
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," titled "Project Schedule," which is
attached hereto and incorporated herein by reference.
4.2 Consultant shall complete the Services by December 31, 2024, unless the Services are
terminated earlier as provided for herein.
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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.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5.1 Total compensation for Consultant's performance of the Services shall be in the amount of
Twenty-seven Thousand Six Hundred Seven Dollars ($27,607.00). City shall pay
Consultant in accordance with Exhibit "C," titled "Cost Proposal" which is attached hereto
and incorporated herein by this 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 in sufficient detail as to
allow the City to properly code the expense to the correct object in its General Ledger. City
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:
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
Phone: (909) 798-7531
CONSULTANT:
Satish Kamath, Vice President
Parsons Water & Infrastructure Inc.
100 W. Walnut Street
Pasadena, CA 91124
Satish.kamath@parsons.com
Phone: (626) 440-3355
Fax: (626) 440-2630
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
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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 ,"
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
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. 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 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, which consent will not be unreasonably
withheld, delayed or conditioned. For purposes of this Agreement, City approves LSA
Associates as Consultant's subconsultant to perform in whole or in part the Services.
6.2 Consultant shall defend, indemnify and hold harmless City and its elected and appointed
officials, and employees 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, agents and subconsultants in performing the Services.
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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
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 cormnenced 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 Except as provided in Article 6.1.E, Consultant shall not assign any of the Services, except
with the prior written approval of City, which approval will not be unreasonably withheld,
delayed or conditioned, 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.
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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) business 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) business 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. Notwithstanding the foregoing, the City
or its representatives, will not be entitled to audit, inspect, or copy any of Consultant's
records and documentation pertaining to the makeup or composition of its lump sum prices,
unit prices, fixed fees, or percentage markups.
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 oral 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.
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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 RED.' ANDS
By:
ATTEST:
1
cConnell, Acting City Manager
nne Donaldson, City Clerk
PARSONS WATER
INFRASTRUCTURE INC.
By:
Satish Kamath, Vice President
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EXHIBIT "A"
SCOPE OF SERVICES
Consultant and its subconsultant, LSA Associates, will provide environmental consulting
services as follows:
1. Species -Specific Surveys for San Bernardino Kangaroo Rat (SBKR):
o Assess the need for surveys within the wastewater treatment plant footprint based
on biologist discretion post -project explanation.
o Conduct surveys along the force main pipeline and a 100-foot buffer zone (as per
the discretion of the Biologist or where exclusion fences will be installed).
2. Preparation of Documentation:
o Prepare necessary technical memoranda and reports documenting survey findings,
consultations, and any recommended mitigation measures.
o Quality Control of the above
3. Expertise and Qualifications:
o Utilize qualified biologists authorized for SBKR surveys.
o Ensure all surveys and assessments adhere to federal and state environmental
guidelines and regulations.
o Prepare CAD files for survey and reports
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EXHIBIT "B"
PROJECT SCHEDULE
Task Name Duration Start Finish
i REDLANDS WWTP Additional Environmental Services
2 Notice to Proceed 1 day 8/27/24 8 /27/24
3 Notice to USFWS 1 day 8/27/24 8/27/24
4 Task 1 Initial Site Walk
s 1.3 Conduct Initial Site Walk 1 day 8/28/24 8/28/24
6 1.4 Initial Recommendations on Trapping 7 days 8/29/24 9/06/24
7 Task 2 Trapping
2.1 Field SBRI< Trapping 6 days 9/08/24 9/13/24
9 2.2 SBRK Trapping Report 15 days 9/12/24 10/02/24
to Follow up and update the report if required 10/2/24 12/31/24
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EXHIBIT "C"
COST PROPOSAL
TASK
DESCRIPTION
Total
Hours
Labor
Subcons
uitant
Sub
Total
Markup
Subs w/
Markup
ODCs
Total
LSA
5%
2%
Task 1
Project Management
4
$1,047
$0
$0
$0
$21
$1,068
Statakotal iaek 1
4
$1,047
$0
$d
$0Y
SO
$21
$9i,O68
Task 2
San Bernardino Kangaroo Rat Survey, Trapping and
Agency Consultation
SBRK Visual Habitat Assessment Survey and Memo
SBRK Protocol Trapping and Report
10
$2,226
2,450
$2,450
$123
$2,573
$45
$4,843
10
$2,226
18,500
$18,500
$925
$19,425
$44
$21,696
Subtotal Tash2
20,L
$4,45,311
$2OO959I
$20,950
$1,0481
$21,998
$89
$26,539
GRAND TOTAL
24
$5,500
$20,950
$20,950
$1,048
$21,998
$110
$27,607
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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
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 affirrn 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.
By: ,✓�-
Satish Kamath, Vice President
Date: O C.-
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