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HomeMy WebLinkAboutAlbert A. Webb Associates-2010-25 • PROFESSIONAL CONSULTANT SERVICES AGREEMENT Albert A. Webb Associates Construction Management, Inspection and Staking Services for Grand Terrace Road THIS PROFESSIONAL CONSULTANT SERVICES AGREEMENT ("Agreement") is made and entered into this th day of October, 2010, ("Effective Date") by and between the COMMUNITY REDEVELOPMENT AGENCY ("Agency"), a public entity, and Albert A. Webb Associates, ("Consultant"). I. Scope of Services. Agency agrees to retain and does hereby retain Consultant and Consultant agrees to provide the services more particularly described in Exhibit "A", "Scope of Services, Project Schedule, and Fees", attached hereto and incorporated herein by reference, in conjunction with providing construction management, inspection, and construction survey staking services to the Agency ("Services") for Grand Terrace Road between Barton Road and Vivienda Avenue. 2. Term. This Agreement shall be effective on the date first written above unless otherwise provided in Exhibit "A" and the Agreement shall remain in effect until June 30, 2011, unless otherwise terminated pursuant to the provisions herein. 3. Compensation/Payment. Consultant shall perform the Services under this Agreement for the total sum not to exceed Twenty-Six Thousand Nine Hundred Sixty-Eight dollars ($26,968.00) through the term in accordance with Exhibit "A". Said payments shall be made in accordance with Agency's usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed. The invoices shall be delivered to Agency at the address set forth in Section 4 hereof. 4. Notices. Any notices required to be given hereunder shall be in writing and shall be personally served or given by mail. Any notice given by mail shall be deemed given when deposited in the United States Mail, certified and postage prepaid, addressed to the party to be served as follows: To Agency: To Consultant: Community Redevelopment Agency Wally Franz, Albert A. Webb Associates Attn: Joyce Powers 3788 McCray Street 22795 Barton Road Riverside, California 92506 Grand Terrace, California 92313 5. Prevailing Wage. If applicable, Consultant and all subcontractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the Page I of 14 California Labor Code and implemented the City Council of the City of Grand Terrace. The Director's determination is on file and open to inspection in the office of the City Clerk and is referred to and made a part hereof; the wage rates therein ascertained, determined, and specified are referred to and made a part hereof as though fully set forth herein. 6. Contract Administration. A designee of the Agency will be appointed to administer this Agreement on behalf of the Agency and shall be referred to herein as Contract Administrator. 7. Standard of Performance. While performing the Services, Consultant shall exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the Metropolitan Southern California Area, and shall use reasonable diligence and best judgment while exercising its professional skill and expertise. 8. Personnel. Consultant shall furnish all personnel necessary to perform the Services and shall be responsible for their performance and compensation. Consultant recognizes that the qualifications and experience of the personnel to be used are vital to professional and timely completion of the Services. The key personnel listed in Exhibit "B" attached hereto and incorporated herein by this reference and assigned to perform portions of the Services shall remain assigned through completion of the Services, unless otherwise mutually agreed by the parties in writing, or caused by hardship or resignation in which case substitutes shall be subject to Agency approval. 9. Assignment and Subcontracting. Neither party shall transfer any right, interest, or obligation in or under this Agreement to any other entity without prior written consent of the other party. In any event, no assignment shall be made unless the assignee expressly assumes the obligations of assignor under this Agreement, in a writing satisfactory to the parties. Consultant shall not subcontract any portion of the work required by this Agreement without prior written approval by the responsible Agency's Contract Administrator. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 12. Consultant acknowledges that any transfer of rights may require Agency Executive Director and/or City Council approval. 10. Independent Contractor. In the performance of this Agreement, Consultant, and Consultant's employees, subcontractors and agents, shall act in an independent capacity as independent contractors, and not as officers or employees of the City of Grand Terrace. Consultant acknowledges and agrees that Agency has no obligation to pay or withhold state or federal taxes or to provide workers' compensation or unemployment insurance to Consultant, or to Consultant's employees, subcontractors and agents. Consultant, as an independent contractor, shall be responsible for any and all taxes that apply to Consultant as an employer. 1 I. Indemnification. Page 2 of 14 11.1 Indemnity. Except as to the negligence or willful misconduct of the Agency, Consultant shall defend, indemnify and hold the Agency, and its officers, employees and agents, harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorneys' fees, which arises out of or is in any way connected with the performance of work under this Agreement by Consultant or any of the Consultant's employees, agents or subcontractors and from all claims by Consultant's employees, subcontractors and agents for compensation for services rendered to Consultant in the performance of this Agreement, notwithstanding that the City and/or Agency may have beneficed from their services. This indemnification provision shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Consultant or of Consultant's employees, subcontractors or agents. 11.2 Attorney's Fees. The parties expressly agree that any payment, attorneys' fees, costs or expense that the Agency incurs or makes to or on behalf of an injured employee under the Agency's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this Section, and that this Section shall survive the expiration or early termination of the Agreement. 12. Insurance. 12.1 General Provisions. Prior to the Agency's execution of this Agreement, Consultant shall provide satisfactory evidence of, and shall thereafter maintain during the term of this Agreement, such insurance policies and coverages in the types, limits, forms and ratings required herein. The rating and required insurance policies and coverages may be modified in writing by the Agency's Risk Manager or Agency Attorney, or a designee, unless such modification is prohibited by law. 12.1.1 Limitations. These minimum amounts of coverage shall not constitute any limitation or cap on Consultant's indemnification obligations under Section 11 hereof. 12.1.2 Ratings. Any insurance policy or coverage provided by Consultant or subcontractors as required by this Agreement shall be deemed inadequate and a material breach of this Agreement, unless such policy or coverage is issued by insurance companies authorized to transact insurance business in the State of California with a policy holder's rating of B+ or higher and a Financial Class of VII or higher. 12.1.3 Cancellation. The policies shall not be canceled unless thirty (30) days prior written notification of intended cancellation has been given to Agency by certified or registered mail, postage prepaid. 12.1.4 Adequacy. The Agency, its officers, employees and agents make no representation that the types or limits of insurance specified to be carried by Consultant pursuant to this Agreement are adequate to protect Consultant. If Consultant believes that any required Page 3 of 14 insurance coverage is inadequate, Consultant will obtain such additional insurance coverage as Consultant deems adequate, at Consultant's sole expense. 12.2 Workers' Compensation Insurance: By executing this Agreement, Consultant certifies that Consultant is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation, or to undertake self-insurance before commencing any of the work. Consultant shall carry the insurance or provide for self-insurance required by California law to protect said Consultant from claims under the Workers' Compensation Act. Prior to Agency's execution of this Agreement, Consultant shall file with Agency either (1) a certificate of insurance showing that such insurance is in effect, or that Consultant is self-insured for such coverage, or (2) a certified statement that Consultant has no employees, and acknowledging that if Consultant does employ any person, the necessary certificate of insurance will immediately be filed with Agency. Any certificate filed with Agency shall provide that Agency will be given ten (10) days prior written notice before modification or cancellation thereof. 12.3 Commercial General Liability and Automobile Insurance. Prior to Agency's execution of this Agreement, Consultant shall obtain, and shall thereafter maintain during the term of this Agreement, commercial general liability insurance and automobile liability insurance as required to insure Consultant against damages for personal injury, including accidental death, as well as from claims for property damage, which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Consultant. The Agency, and its officers, employees and agents, shall be named as additional insureds under the Consultant's insurance policies. 12.3.1 Consultant's commercial general liability insurance policy shall cover both bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products-completed operations liability, independent Consultant's liability, personal injury liability, and contractual liability) in an amount not less than $1,000,000 per occurrence and a general aggregate limit in the amount of not less than $2,000,000. 12.3.2 Consultant's automobile liability policy shall cover both bodily injury and property damage in an amount not less than $500,000 per occurrence and an aggregate limit of not less than $1,000,000. All of Consultant's automobile and/or commercial general liability insurance policies shall cover all vehicles used in connection with Consultant's performance of this Agreement, which vehicles shall include, but are not limited to, Consultant owned vehicles, Consultant leased vehicles, Consultant's employee vehicles, non-Consultant owned vehicles and hired vehicles. 12.3.3 Prior to Agency's execution of this Agreement, copies of insurance policies or original certificates and additional insured endorsements evidencing the coverage required by this Agreement, for both commercial general and automobile liability insurance, shall be filed with the Agency and shall include the Agency and its officers, employees and agents, as Page 4 of 14 additional insureds. Said policies shall be in the usual form of commercial general and automobile liability insurance policies,but shall include the following provisions: It is agreed that the Community Redevelopment Agency and its officers, employees and agents, are added as additional insureds under this policy, solely for work done by and on behalf of the named insured for the Community Redevelopment Agency. 12.4 Errors and Omissions Insurance. Prior to Agency's execution of this Agreement, Consultant shall obtain, and shall thereafter maintain during the term of this Agreement, errors and omissions professional liability insurance in the minimum amount of $1,000,000 to protect the Agency from claims resulting from the Consultant's activities. 12.5 Subcontractors' Insurance. Consultant shall require all of its subcontractors to carry insurance, in an amount sufficient to cover the risk of injury, damage or loss, that may be caused by the subcontractors' scope of work and activities provided in furtherance of this Agreement, including, but without limitation, the following coverages: Workers Compensation, Commercial General Liability, Errors and Omissions, and Automobile liability. Upon Agency's request, Consultant shall provide the Agency with satisfactory evidence that Subcontractors have obtained insurance policies and coverages required by this section. 13. Business Tax. Consultant understands that the Services performed under this Agreement constitutes doing business in the City of Grand Terrace, and Consultant agrees that Consultant will register for and pay a business tax pursuant to Chapter 5.04 of the Grand Terrace Municipal Code and keep such tax certificate current during the term of this Agreement. 14. Time of Essence. Time is of the essence for each and every provision of this Agreement. 15. Agency's Right to Employ Other Consultants. Agency reserves the right to employ other Consultants in connection with the Project. 16. Accounting Records. Consultant shall maintain complete and accurate records with respect to costs incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of Agency during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 17. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other materials either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant, except as otherwise directed by Agency's Page 5 of 14 Contract Administrator. Nothing furnished to Consultant which is otherwise known to the Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use Agency's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production, website, or other similar medium without the prior written consent of the Agency. 18. Ownership of Documents. All reports, maps, drawings and other contract deliverables prepared under this Agreement by Consultant shall be and remain the property of Agency upon Agency's compensation to Consultant for its services as herein provided. Consultant shall not release to others information furnished by Agency without prior express written approval of Agency. 19. Conflict of Interest. Consultant, for itself and on behalf of the individuals listed in Exhibit `B", represents and warrants that by the execution of this Agreement, they have no interest, present or contemplated, in the Project affected by the above-described Services. Consultant further warrants that neither Consultant, nor the individuals listed in Exhibit"B" have any real property, business interests or income interests that will be affected by this project or, alternatively, that Consultant will file with the Agency an affidavit disclosing any such interest. 20. Solicitation. Consultant warrants that Consultant has not employed or retained any person or Agency to solicit or secure this Agreement, nor has it entered into any agreement or understanding for a commission, percentage, brokerage, or contingent fee to be paid to secure this Agreement. For breach of this warranty, Agency shall have the right to terminate this Agreement without liability and pay Consultant only for the value of work Consultant has actually performed, or, in its sole discretion, to deduct from the Agreement price or otherwise recover from Consultant the full amount of such commission, percentage, brokerage or commission fee. The remedies specified in this section shall be in addition to and not in lieu of those remedies otherwise specified in this Agreement. 21. General Compliance with Laws. Consultant shall keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Consultant, or in any way affect the performance of services by Consultant pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. 22. Amendments. This Agreement may be modified or amended only by a written Agreement and/or change order executed by the Consultant and Agency. 23. Termination. Agency, by notifying Consultant in writing, shall have the right to terminate any or all of Consultant's services and work covered by this Agreement at any time. In the event of such termination, Consultant may submit Consultant's final written statement of the amount of Consultant's services as of the date of such termination based upon the ratio that the Page 6 of 14 work completed bears to the total work required to make the report complete, subject to the Agency's rights under Sections 15 and 24 hereof. In ascertaining the work actually rendered through the termination date, Agency shall consider completed work, work in progress and complete and incomplete reports and other documents only after delivered to Agency. 23.1 Other than as stated below, Agency shall give Consultant thirty (30) days prior written notice prior to termination. 23.2 Agency may terminate this Agreement upon fifteen (15) days written notice to Consultant, in the event: 23.2.1 Consultant substantially fails to perform or materially breaches the Agreement; or 23.2.2 Agency decides to abandon or postpone the Project. 24. Offsets. Consultant acknowledges and agrees that with respect to any business tax or penalties thereon, utility charges, invoiced fee or other debt which Consultant owes or may owe to the Agency, Agency reserves the right to withhold and offset said amounts from payments or refunds or reimbursements owed by Agency to Consultant. Notice of such withholding and offset shall promptly be given to Consultant by Agency in writing. In the event of a dispute as to the amount owed or whether such amount is owed to the Agency, Agency will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved. 25. Successors and Assigns. This Agreement shall be binding upon Agency and its successors and assigns, and upon Consultant and its permitted successors and assigns, and shall not be assigned by Consultant, either in whole or in part, except as otherwise provided in paragraph 9 of this Agreement. 26. Venue and Attorneys' Fees. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in a court of competent jurisdiction in the County of San Bernardino, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. In the event either party hereto shall bring suit to enforce any term of this Agreement or to recover any damages for and on account of the breach of any term or condition of this Agreement, it is mutually agreed that the prevailing party in such action shall recover all costs thereof, including reasonable attorneys' fees, to be set by the court in such action. 27. Nondiscrimination. During Consultant's performance of this Agreement, Consultant shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex, or sexual orientation, in the selection and retention of employees and subcontractors and the Page 7 of 14 procurement of materials and equipment, except as provided in Section 12940 of the California Government Code. Further, Consultant agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. 28. Severability. Each provision, term, condition, covenant and/or restriction, in whole and in part, of this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, of this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement, and the remainder of the Agreement shall continue in full force and effect. 29. Authority: The individuals executing this Agreement and the instruments referenced herein on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions hereof and thereof. 30. Entire Agreement: This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party has been induced to enter into this Agreement by, and neither party is relying on, any representation or warranty outside those expressly set forth in this Agreement. 31. Interpretation. Agency and Consultant acknowledge and agree that this Agreement is the product of mutual arms-length negotiations and accordingly, the rule of construction, which provides that the ambiguities in a document shall be construed against the drafter of that document, shall have no application to the interpretation and enforcement of this Agreement. 31.1 Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of the Agreement or any of its terms. Reference to section numbers are to sections in the Agreement unless expressly stated otherwise. 31.2 This Agreement shall be governed by and construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. 31.3 In the event of a conflict between the body of this Agreement and Exhibit "A" hereto, the terms contained in Exhibit "A" shall be controlling. 32. Exhibits. The following exhibits attached hereto are incorporated herein to this Agreement by this reference: Exhibit"A" - Scope of Services, Project Schedule, and Fees Exhibit"B" - Personnel Page 8 of 14 IN WITNESS WHEREOF Agency and Consultant have caused this Agreement to be duly executed the day and year first above written. Company COMMUNITY REDEVELOPMENT Albert . Webb Associates AGENCY, y A Public Entity By: \ cz �� Viclly Fr e President By: /y'8/� Vice Pre Be M. A ams Agency Executive Director By Scott Webb Attest: Chief Financial Officer Agency Secretary/City Clerk APPROVED AS FORM: By: Agency Att rn Page 9 of 14 EXHIBIT"A" SCOPE OF WORK CONSTRUCTION MANAGEMENT AND INSPECITON Construction Stage: I. Prior to commencement of work, Webb Associates will conduct a preconstruction meeting. Attendees should include the City, contractor, design consultants, inspectors, affected agencies and utility companies, adjacent property owners and/or businesses, and other interested parties as required. 2. Webb Associates' inspector will monitor the daily construction operations by providing daily labor, equipment and material reports, extra work reports, and disputed work reports [140 inspection hours (i.e. approximately 3.25 hours per day for 60 calendar days has been assumed)]. 3. The inspector, with the assistance of the construction manager, shall monitor all construction for satisfactory performance. 4. Webb Associates will schedule one (1) progress meeting. Attendees will include the City, consultants, contractor, inspector, applicable utility companies, geotechnical/materials testing representative, as well as other interested parties. The meeting will consist of a review of contractor problems, scheduling, cost items, etc. Meeting notes shall document all "action items", responsible party to follow up on the action item, and a target completion date for the completion of the action item. Webb Associates will prepare and distribute meeting notes to all attendees. 5. Webb Associates will prepare Weekly Working Day Statements and send to the Contractor. 6. Webb Associates will prepare and process Construction Change Orders (CCO's) [assume two (2)] as outlined in the following procedures: • The City will be notified of pending change orders • Scope of Work will be defined • Reason for change order will be defined • Backcharge, if applicable, will be determined • All change orders shall require the signature of the following parties: o Contractor o Construction Manager o Project Inspector o City • At the conclusion of the construction project, a Change Order Summary shall be provided to the City. Page 10 of 14 7. Review the construction schedule prepared by the Contractor for compliance with the contract and monitor throughout construction. 8. Review and verify contractor's monthly progress estimates [assume three (3)] and payments made therein and prepare progress payments. 9. Ensure Federal and State Labor Compliance requirements are met. 10. Coordinate review of contractor's R.F.I. (request for information). Two (2) R.F.I's have been assumed. 11. Coordinate the review and approval by others of shop drawings and other submissions from the Contractor; record data received, maintain a file of the drawings and submissions, and check construction for compliance with approved documents. 12. Coordinate compaction and materials testing. 13. Review laboratory test reports. 14. Provide scope of services outlined in the City's Request for Proposal. Post Construction Stage: 1. The Webb inspector and City oversight inspector will prepare a list of incomplete or unsatisfactory items ("punch list") and supply this list to the Contractor. Following corrections and completion of the punch list and Contractor giving notice to the inspectors that the work is ready for inspection, the inspectors will inspect the work for final compliance. 2. The last change order to be prepared shall be a "balancing change order" that reconciles all quantity adjustments and previous change orders. 3. Webb Associates will prepare and have a Notice of Completion (NOC) recorded. 4. Webb Associates will deliver a final completed project to the City which is in compliance with all applicable codes, standards, and requirements per the County CDBG Program and City regulations. 5. Webb Associates will provide written notice of project completion to the City. 6. Webb Associates will make a copy of and then coordinate transfer of record drawings ("as- builts") to the design engineer who in turn will provide revised mylars to the City. Page 11 of 14 CONSTRUCTION STAKING SERVICES: 1. Set up control for the project. 2. Paint saw cut lines for pavement removals. 3. Provide certification of Sub-grade elevation for placement of base material, and provide certification of base grade for placement of AC pavement. One move-in is provided for each type(2 move-ins total) from station 20+90 to 28+56. 4. Curb Stakes: Provide one set of stakes for curb installation between station 26+88 to 27+75 and 28+18 to 28+56 every 10'. One move-in provided for curb stakes. 5. Edge of Pavement: Provide one set of stakes for redwood header at every 25'. One move- in for redwood header. 6. Provide one set of stakes for cross-gutters. Move in included in curb stakes. 7. Provide necessary reference monuments and appropriate documentation for replacement of Survey monument located at the intersection of Grand Terrace Road and Vivenda Avenue which will be destroyed due to construction as required by the Land Surveyor's Act and Local Ordinance. 8. Total of 24-hours of 2-person survey party hours (5 move-ins) for construction staking services. Additional Services: Services which are not specifically identified herein as services to be performed by Webb Associates are considered Additional Services for the purposes of this Proposal. The City may request that Webb Associates perform services which are Additional Services. Webb Associates will perform such additional services upon execution of an amendment to this Agreement setting forth the scope, schedule and fee for such additional services. Exclusions: Any work relating to the following is specifically excluded for the Construction Services proposed herein and, if required, must be contracted for under a separate contract or as an addendum to this contract: • Pre-Bid Activities • Bidding Activities Page 12 of 14 • Utility Potholing • Traffic Management Plans • Storm Water Pollution Prevention Plans (SWPPP) • Permit Payments • Construction Inspection Overtime • Additional Construction Inspection • Property Acquisition Service • Utility Relocation Plans • Additional Meetings • Any other work task not specifically in the Scope of Services FEES Total fees for Construction Management, Inspection Services, and Construction Surveying services for the project, as outlined in Exhibit "A", will be provided on a time and material basis, in accordance with the attached Schedule of Fees. The approximate breakdown of services is as follow: Construction Management and Inspection Services $20,224 Construction Surveying Services: $ 6,744 Total: $26,968 Page 13 of 14 EXHIBIT "B" PERSONNEL Albert A.Webb Associates Wally Franz, PE—Principal-in-Charge Dilesh Sheth,TE—Project Manager Dave Romero—Construction Manager Richard Scott—Construction Manager/ Inspector Sonja Hooker— Environmental Compliance Joseph Caldwell, PE—SWPPP Review Doug Webber— Survey 2-Man Survey Crew Page 14 of 14