HomeMy WebLinkAboutContracts & Agreements_59-2025AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of final engineering for bid package preparation and
bidding support services for the Wastewater Treatment Plant Upgrade Project Phase 2
("Agreement") is made and entered in this 15th day of April, 2025 (`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 final engineering for bid package preparation
and bidding support services for the Wastewater Treatment Plant Upgrade Project Phase 2
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 complete the Services by June 30, 2026, unless the Services are terminated
earlier as provided for herein.
1
I:\cmo\AgreemenlsTamons Water and I» frasnuclure FY25-0045.docx jm-v2
4.2 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
six hundred ninety-four thousand four hundred seventy-three dollars ($694,473). City shall
pay Consultant in accordance with Exhibit "B," titled "Fee 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. 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:
A 0WA
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofiedlands.org
Phone: (909) 798-7531
CONSULTANT:
Satish Kamath, Vice President
Parsons Water & Infrastructure Inc.
100 W. Walnut Street
Pasadena, CA 91124
Satish.kainath@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
such insurance prior to commencement of the Services. Insurance policies shall include a
2
hemo\Agreemenls\Farsons Water and Infrastructure FY25-0045.docx jm-v2
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. 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 investmnt 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
I:\emo\Agreements\Parsons Water and Infrastructure FY25-0045.docx jm-v2
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
set forth. Consultant shall supply all necessary tools and instrumentalities required to
I'.\coo\Agreements\Parsons Water and Infrasuueture FY25-0045.doex-jin-v2
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.
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.
5
I:\cmo\Agreements\Parsons Water and Infrastructure PY25-0045.docx jm-v2
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS
By: W�-' '�'
Mario Saucedo, Mayor
ATTEST:
V�
- Donaldson, City Clerk
on
PARSONS WATER &
INFRASTRUCTURE INC.
By:
Satish Kamath, Vice President
lAcmo\AgreementsTarsons Water and Infrastructure FY25-0045.docx-jm-v2
EXHIBIT "A"
Scope of Services
TASK 1: ENGINEERING SERVICES DURING PRE -BID PHASE
Upon agreement with the City on the defined scope of work, Consultant will deliver a
revised set of contract documents, including drawings and specifications reflecting the
Base Bid and Alternate Bids, within 90 days of the Notice to Proceed (NTP).
Consultant will provide contract documents delineating the Base Bid and Alternate Bids to
facilitate phased implementation and allow for integration with future project phases.
Consultant has allocated 24 hours for engineering meetings with the City during the Pre -
Bid phase to discuss key design updates, resolve potential issues, and ensure alignment
before bidding. If the City identifies necessary additional modifications during the bid
phase, a structured approach will be established:
The City will provide written clarifications or corrections as part of the addenda
issued during bidding.
Consultant will incorporate these changes within the agreed scope as indicated in
Exhibit and do not require a major redesign. Any modifications beyond the agreed
scope will require a contract amendment and additional engineering effort.
This approach provides a pathway to address bidder -identified concerns efficiently,
minimizing disruptions to the Bid phase.
1.1 UPDATE CONTRACT DOCUMENTS
It is understood that the City will be responsible for updating the front-end documents,
including the Notice Inviting Bids (NIB), Invitation for Bids (IFB), Bid Proposal, General
Conditions (GC), and Special General Conditions (SGC). Consultant will provide the
following:
• Base Bid
o Encompasses essential design modifications and upgrades required for
immediate project implementation, as detailed in Exhibit A: Scope of Work.
o Additionally, In the Base Bid, the anoxic zone mixers will be redesigned
because the previous mixer design is no longer applicable. This is due to the
decision to retain the existing WAS/RAS pump station, which occupies the
space initially allocated for the mixers. As a result, the mixers will be
redesigned to remain in their current location and will be configured as either
floating mixers or submersible mixers to accommodate the space
constraints.
o Update the Bid Schedule and Construction Sequence.
• Alternate Bids
o All non -Base Bid items listed in Exhibit A, except for the exclusions specified
in the Exhibits.
L\cnio\Agreements\Parsons Water and Infrastructure FY25-0045.do"Jrn-v2
To effectively manage the scope of electrical gears and MCCs powering both Base Bid and
Alternate Bid items, our approach is to install the entire electrical infrastructure under the
Base Bid, ensuring it is fully operational for Base Bid equipment while strategically
planning for future expansions. This includes providing space, mounting provisions, and
blank covers for breakers and starters related to Alternate Bid components. Conduits and
wireways will be sized to accommodate both phases, but wires and terminations will only
be completed for Base Bid equipment, with pull strings left in place for future wiring. For
I&C/SCADA systems, the Contractor will install and program the central control panels
and network infrastructure to support both Base and Alternate Bid systems, activating only
the necessary 1/0 points for the Base Bid scope. This approach minimizes future
disruption, reduces rework costs, and ensures an effective integration of Alternate Bid
equipment if and when it is approved.
DELIVERABLES
• One Bid Package with Plans and Specifications identifying both Base Bid and
Alternate Bids
o PDF and CADD files containing updated design drawings with clear
identification of Base Bid.
o PDF and Word files of the updated specifications, containing the updated
Bid Schedule with clear identification of multiple Alternate Bids options,
facilitating flexibility and strategic planning.
For estimating the LOE, the following assumptions apply:
• Base Bid:
o Up to 80 design sheets across multiple disciplines will require major
revisions, with an estimated effort of 20 hours per sheet. Minor revisions will
be needed for up to 100 design sheets, requiring approximately 4 hours per
sheet. This effort includes 24 hours allocated for engineering meetings with
the City to review and finalize design modifications.
o Specifications: Five specification sections, including Section 13370
Appendix A Plant PLC 1&0 List, Section 13385 Control Strategies, anoxic
zone mixers, Bid Schedule, and Construction Sequences, will require
significant modifications, with an estimated 24 hours of effort per section.
• Alternate Bids:
o Only the bid schedule will be updated to facilitate Alternate Bids. No
drawings or specifications will be specifically modified for the Alternate Bids
per the meeting with City on February 19, 2025.
C\enro\Agreements\Parsons Water and Infrash ucture PY25-0045.docx jm-v2
TASI<2: ENGINEERING SERVICES DURING BID PHASE
2.1: RESPOND TO CONTRACTOR RAS DURING THE BID PHASE
Consultant's team will respond to requests for information (RFIs) and questions from
prospective bidders during the Bid phase.
• Base Bid: For purpose of estimating the LOE a total of up to 50 RFIs @ 3 hours each
are assumed.
• Alternate Bids: Addressed under the Base Bid.
2.2: PREPARE ADDENDUMS
Based on the type of RFIs it is anticipated that clarification will be provided in the form of
addendums including addendum, drawings, and specifications. For the purpose of
estimating the LOE:
• Base Bid: Up to 2 addendums @120 hours each are assumed.
• Alternate Bids: Up to 2 addendums 120 hours each are assumed.
A single contract award will be issued for both the Base Bid and Alternate Bids, based on
the bid evaluation results.
TASK3: CONFORMED CONTRACT DOCUMENTS
3.1 PREPARE CONFORMED CONTRACT DOCUMENTS
Consultant will prepare a set of conformed Contract Documents by incorporating
changes/modifications from the addendums issued during the Bid phase into the
Conformed Contract Documents.
For the purpose of estimating the LOE the following is assumed:
• Base Bid: An estimated 400 drawings and 130 specifications will be reviewed, with
an average of 0.5 hours allocated per drawing and specification.
Alternate Bids: An additional300 drawings and 40 specifications beyond the Base
Bid will be reviewed, with an average of 0.5 hours allocated per drawing and
specification.
Deliverables: Plans and Specifications in pdf format.
C\cmo\Agrccnrenls\Parsons Water and Infrastructure PY25-0045.docx-jm-v2
TASK 4: PROJECT MANAGEMENT, (COMMUNICATIONS AND MEETINGS
The Project Management task will continue throughout the duration of the Bid and Award
phase and is expected to last for a total of 6-month period (3 Months Pre -Bid, 3 months Bid
and Award. Specific sub -tasks will include:
4.1 PROJECT OVERSIGHT AND COORDINATION
Consultant will provide project oversight and coordination to ensure the successful
execution of engineering services during the Pre -Bid and Bid phases. This effort will include
maintaining clear communication with the City, tracking project progress, and managing
scope and budget.
• Base Bid: 36-month project duration, including 6 months for the Pre -Bid and Bid
period, 24 months for the construction period, and 4 months for project closeout.
• Alternate Bids: An additional 24 months of construction period beyond the Base Bid
scope.
No formal Project Management Plan (PMP) is required for this scope.
4.2 MONTHLY PROGRESS REPORTING AND INVOICING
Consultant will prepare and submit monthly progress reports summarizingthe status of
engineering services, key activities completed, outstanding tasks, and any risks or
challenges. Additionally, Consultant will prepare and submit monthly invoices in
accordance with the agreed -upon contract terms. They will include the following:
• Percent complete/budget status summary
• Summary of work completed bytask
• Scope status and list of out -of -scope items
4.3 MONTHLY PROGRESS MEETINGS
Consultant will participate in monthly progress meetings with City staff and stakeholders
to discuss project updates, address concerns, and ensure alignment on Pre -Bid and Bid
phase activities. These meetings will provide a platform for coordination and decision -
making.
4.4. AS -NEEDED MEETINGS
Consultant will attend additional meetings as needed to address specific project issues,
provide technical support, and ensure that all aspects of the Bid process proceed
smoothly. These meetings may include discussions on RFI responses, addendum
preparation, and coordination with the City's team. Estimated Level of Effort (LOE): 48
hours.
10
C\cmo\Agreements\Pamons Water and Infrastructure FY25-0045.docx-jm-v2
EXHIBIT "B"
Fee Proposal
TASK
DESCRIPTION
Total Hours Labor
ODCs
Total
2%
Task 1
ENGINEERING SERVICES DURING PRE -BID PHASE'.
1.1
Construction Drawings
1978
$359,360
$7,187
$366,547
1.2
Specification Updates
120
$22,920
$458
$23,378
1.3
Engineering Meetings
24
$5,828
$117
$5,945
Subtotal Task 1
2122
$388,108
$7,762
$395,870
Task 2
ENGINEERING SERVICES DURING BID PHASE
2.1
Respond to Contractor RFIs During the Bid Phase
150
$38,060
$761
$38,821
2.2
Prepare Addendums, 12 @120hrs
480
$98,400
$1,968
$100,368
2.4
Attend Bid Opening
0
$0
$0
$0
2.5 .
Evaluation of Bids and Recommendation of Award
0
$0
$0
$0
Subtotal Task 2
630
$136,460
$2,729
$139,189
Task 3
CONFORMED CONTRACT DOCUMENTS
3.1
Base Bid Conformed Contract Documents
400
$78,980
$1,580
$80,560
Subtotal Task 3
400
$78,980
$1,580
$80,560
Task 4 Protect Management During Pre -bid & Bid Phases
4.1
Project Planning & Coordination
160
$35,680
$714
$36,394
4.2
Monthly Progress Reporting and Invoicing
40
$9,088
$182
$9,270
4.3
Monthly Progress Meetings
72
$19,524
$391
$19,915
4.4 -.
As -Needed Meetings
48
$13,016
$260
$13,276
Subtotal Task 2
320
$77,308
$1,546
$78,854
Engineering Service During the Pre -Bid &Bid Phases T
3,472
680,856
$13,617
$694,473
11
C\cmo\Agreements\Parsons Water and Infrastructure FY25-0045.docx-jm-v2
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) 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
✓ 1 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, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any mariner 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
12
Date:
IAcmo\Agreemcnts\Parsons Water and Infrastructure PY25-0045.docx jm-v2