HomeMy WebLinkAboutContracts & Agreements_233-2024AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Engineering and Design Services for Traffic Signal
Head Ilprovement ("Agreement") is made and entered in this 17lh day of December, 2024
("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and
AGA Engineers, Inc., a California 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 Engineering and Design Services for Traffic
Signal Head Improvement 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 March 31, 2026, 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
Colmcil-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 Compensation: Total compensation for Consultant's performance of the Services shall not
exceed the amount of Forty Two Thousand Nine Hundred Eighty Seven Dollars and Thirty
Five Cents ($42,987.35). City shall pay Consultant on a time and materials basis up to the
not to exceed amount in accordance with Exhibit "C," titled "Fee Schedule" 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 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 frilly 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
jdon-,tldson@cityofredl,inds.org
Phone: (909) 798-7531
CONSULTANT:
Chalap K. Sadam, President
AG}A Engineers, Inc.
211. Imperial Hwy, Ste 208
Fullerton, CA 92835
Chalap@agaengineersinc.com
Phone: (714) 992-4592
Fax: (714) 992-2883
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
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. 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
occasioned by any negligent act or omission by, or the willful misconduct of, Consultant,
or its officers, employees and agents in performing the Services.
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,
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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 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
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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 rmperformed 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, 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
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herein, unless to do so would deprive a Party of a material benefit of its bargain under this
Agreement.
IN WITNESS WFIEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS
By:
Charles M. Duggan, Jr., Citp&nager
ATTEST:
e le Donaldson, City Clerk
AGA ENGINEERS, INC.
By:
Chal . Sadam, President
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EXHIBIT "A"
SCOPE OF SERVICES
Task 1— Project Management
The Consultant shall oversee the work tasks to ensure timely delivery of all deliverables. The
Consultant shall keep the City's Project Manager informed of progress with regular monthly
meetings in person, via Zoom/Microsoft Teams, telephone and/or e-mail. For each of these
meetings, the Consultant shall distribute the agendas prior to the meetings and prepare meeting
minutes.
Several meetings are anticipated throughout the duration of the project. The first meeting shall be
a project kick-off meeting where the Consultant shall gather from the City relevant traffic signal
as -built plans. In addition, the Consultant shall discuss the operational history of the intersections
with City staff and discuss the project goals and objectives. The Consultant shall outline the
particulars and unique characteristics of the proposed traffic signal modification designs from both
a technical and operational perspective and be prepared to answer design and operational questions
from the City. At this meeting, the Consultant shall identify roles and responsibilities for each of
the key members and shall discuss scope and schedule with City staff before proceeding with the
traffic signal plan design.
Subsequent meetings shall be held after each of the plan check submittals including the 60%
preliminary plans, the 90% plans and specifications submittal, and the 100% Plans and
Specifications submittal to discuss the City's review comments and how each will be addressed.
The Consultant shall conduct Quality Assurance/Quality Control (QA/QC) and review work
products prior to finalization and submittals
Task 2 — Agency and Utility Coordination
As part of this task, the Consultant shall prepare preliminary base plans which will be sent to the
utility companies and Southern California Edison (SCE) to verify the location of all existing utility
lines where any ground disturbance or excavation is anticipated. A utility matrix shall be
maintained documenting responses from the utility companies, contact information, and any issues
with conflicting utilities. All underground and overhead utility lines shall be illustrated on the
plans, based on responses from utility companies and observations in the field.
Task 3 — Preliminary Design/Engineering
The Consultant shall review any existing as -built traffic signal plans for the intersections. After
having reviewed all the applicable City plans and documentation, the Consultant shall conduct a
thorough field review of the project intersections for the specific purpose of gathering topographic
data to properly identify all existing conditions at the site. During this field review, the Consultant
shall identify the model of the existing vehicle heads at each of the project intersections to
determine whether the existing vehicle heads are compatible with the new backplates with yellow
retroreflective borders or if new vehicle heads will need to be proposed. The current condition of
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each of the vehicle heads shall also be reviewed to identify any old vehicle heads needing
replacement.
After the field review, the Consultant shall prepare a table summarizing the number of vehicle
heads to be replaced, the model of existing vehicle heads, and the number of new backplates (3-
section, 4-section, or 5-section) being proposed. A preliminuy cost estimate shall be prepared and
discussed with the City to ensure there is sufficient budget for construction of the improvements.
Task 4 — Environmental Compliance
The Consultant shall obtain environmental clearance for the project. The Consultant shall complete
the CEQA process for this project. The Consultant shall evaluate which level of Environmental
Documentation is most appropriate and prepare the necessary environmental documents.
Task 5 — Plans, Specifications, and Estimates Preparation
After review and concurrence of the proposed improvements, the Consultant shall proceed with
preparation of the 60% traffic signal improvement plans, showing all proposed traffic signal
hardware improvements.
After City review, the Consultant shall revise the plans to address all City comments and shall
submit an updated 90% plans, specifications, and estimate package. The plans shall include all
proposed traffic signal hardware upgrades including new vehicle heads complete with backplates
with yellow retroreflective borders, twelve (12) inch lenses, etc., all in conformance with current
City of Redlands, Caltrans, AASHTO, County, and CA MUTCD standards.
The final 100% traffic signal improvement plans, complete with specifications and an Engineer's
Estimate of Probable Construction Cost, shall be submitted to the City for its approval after review
of the City's comments on the 90% plan submittal. The design plans shall be drawn on a City
standard mylar plan sheet and shall be signed and stamped by the Project Manager who is a
registered California Civil and Traffic Engineer. The necessary sets of plans, final specifications,
and cost estimates shall be submitted to the City in both hard copy and electronic format. The
signal AutoCAD tiles shall also be submitted in electronic format.
Task 6 — Project Advertisement Services
The City will be responsible for advertising and awarding the construction contract for the
proposed improvements. Under this task, the Consultant shall assist the City in preparing the final
bid package and shall provide any required assistance during the advertising and bidding phases
of the project —including attending a pre -bid meeting if necessary, answering questions from
potential bidders, and preparing any necessary addendmns. Answers to questions from potential
bidders shall be provided to the City for issuance to bidders. The Consultant shall not respond
directly to potential bidders.
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Task 7 — Construction Support Services
During construction of the project, the Consultant shall review all submittals, shop drawings and
contract change orders as requested by the City. Additionally, at the City's request the Consultant
shall respond to written Requests for Information (RFI) from the Contractor within three (3)
working days of receiving the RFI from the City. The Consultant shall coordinate with the City's
Project Manager regarding any RFI's from the Contractor. Communication shall be with the City
and at no time, shall the Consultant respond directly to the Contractor. While frill -time inspection
of all construction components will be the responsibility of the City, the Consultant shall support
the City inspection staff during construction both over the phone and through on -site field
reviews/meetings as needed.
Task S — Prepare Record Drawings (As -built)
Upon the completion of construction and, based upon City -provided redlined plans from the City's
Project Manager and Contractor, the Consultant shall prepare final as -built drawings to be stamped
as "Project Record Drawings". Signed and stamped original Mylar record drawings with all as -
built conditions shown on the plans shall be provided to the City of Redlands, including electronic
files.
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EXHIBIT "B"
PROJECT SCHEDULE
Dec Jan Feb Mar Apr May Jun Construction
Work Tasks '24 '25 '25 '25 '25 '25 '25 Period
1. Project Management
2. Agency and Utility Coordination
I
3. Preliminary Design/Engineering
E
4. Environmental Compliance
E
5. PS&E Preparation
7. Project Advertisement Services
8. Construction Support Services
9. Prepare Record Drawings As-Builts
1
LEGEND = Task Meetings A Deliverables ® City Review
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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 Linder 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.
AGA ENGINEERS, INC.
By: Date: o- j o
Chalap IL. Sacljl, resident
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