HomeMy Public PortalAboutADVANCED INFRASTRUCTURE MANAGEMENT, INC.AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement" herein) is made
and entered into this 10 thday of October, 2006, between Advanced Infrastructure Management, Inc.
(hereinafter called "Engineer") and the city of Carson, California (hereinafter called "Ownef").
RECITALS
WHEREAS, Owner desires to engage Engineer to perfonn certain technical and
professional engineering services, as provided herein, in connection with that certain project
identified as:
WHEREAS, the principal members of Engineer are qualified professional engineers duly
registered under the laws of the State of California, and Engineer desires to accept such
engagement;
NOW, THEREFORE, the parties agree as follows:
Parties to the AUeement.
The parties to this Agreement are:
A. Owner: The City of Carson, a body corporate and politic, having its principal
office at 701 East Carson Street, Carson, CA 90745.
B. Engineer: Advanced Infastructure Management, Inc. having its principal office at 601
Valencia Ave. Ste. 250, Brea, CA 92823
2. Representatives of the Parties and Service of Notices.
The representatives of the parties who are primarily responsible for the administration of
this Agreement, and to whom formal notices, demands and communications shall be given,
are as follows:
A. The principal representative of the Owner shall be:
Mr. M. Victor Rollinger, P.E.
Development Services General Manager/City Engineer
City of Carson
701 E. Carson Street
Carson, CA 90745
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B. The principal representative of the Engineer shall be: Yazdan T. Emrani, P.E.
C. Fon-nal notices, demands, and cominunications to be given hereunder by either party
shall be made in writing and may be effected by personal delivery or by mail.
D. If the name of the principal representative designated to receive the notices,
demands or communications, or the address of such person, is changed, written
notice shall be given within five (5) working days of said change.
3. Description of Work. Owner hereby engages Engineer, and Engineer accepts such
engagement, to perforrn the technical and professional services set forth in the "Scope of
Services" attached hereto as Exhibit "A". Engineer shall perform and complete, in a manner
satisfactory to Owner, all work and services set forth in Exhibit "A". The City Engineer, or
his designee, shall have the right to review and inspect the work during the course of its
performance at such times as may be specified by the City Engineer.
4. Commencement and Completion of Work. The execution of this Agreement by the parties
does not constitute an authorization to proceed. The services of Engineer shall commence
when the Owner, acting by and through its City Engineer, has issued a Notice to Proceed.
The work described in Exhibit "A" shall be completed in accordance with the project
14estimated fee and schedule" section of Exhibit "A" following Engineers receipt of the
Notice to Proceed, exclusive of any review periods required by Owner. Engineer shall have
no claim for compensation for any services or work which has not been authorized by the
Owner's Notice to Proceed.
5. Extension of Time for Completion of Work.
A. If, at any time, the work is delayed due to suspension order by Owner, or due to any
other cause which, in the reasonable opinion of the Owner, is unforeseeable and
beyond the control and not attributable to the fault or negligence of Engineer, then
Engineer shall be entitled to an extension of time equal to said delay, subject to the
Owner's right to terminate this Agreement pursuant to Section 11.
B. Engineer shall submit to Owner a written request for an extension of time within ten
(10) days after the commencement of such delay, and failure to do so shall constitute
a waiver thereof. Owner shall, in its sole discretion, deten-nine whether and to what
extent any extensions of time shall be pennitted.
C. No extension of time requested or granted hereunder shall entitle Engineer to
additional compensation unless, as a consequence of such extension, additional
work must be performed. In such event, Owner shall in good faith consider any
request for additional compensation submitted by Engineer.
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6. Data Provided to Engineer. Owner shall provide to Engineer, without charge, all data,
including reports, records, maps, and other information, now in the Owner's possession,
which may facilitate the timely performance of the work described in Exhibit "A".
7. Independent Contractor. Engineer is an independent contractor and shall have no power or
authority to incur any debt, obligation or liability on behalf of the Owner.
8. Engineer's Personnel.
A. All services required under this Agreement will be perfon-ned by Engineer, or under
Engineer's direct supervision, and all personnel shall possess the qualifications,
permits and licenses required by State and local law to perforrn such services,
including, without limitation, a City of Carson business license as required by the
Carson Municipal Code.
B. Engineer shall be solely responsible for the satisfactory work perforinance of all
personnel engaged in performing services required by this Agreement, and
compliance with all reasonable performance standards established by Owner.
C. Engineer shall be responsible for payment of all employees' and subcontractor's
wages and benefits, and shall comply with all requirements pertaining to employer's
liability, workers' compensation, unemployment insurance, and Social Security.
D. Engineer shall indemnify and hold harmless the Owner from any liability, damages,
claims, costs and expenses of any nature arising from alleged violations of personnel
practices.
9. Compensation. Payment shall be made by Owner to Engineer for the services and work
performed hereunder within thirty (30) days following receipt and approval by Owner of
original invoices therefor. Engineer's fees and charges for the services and work perfon-ned
shall be invoiced monthly, or at such other intervals as may be mutually agreed upon, and
said fees and charges shall in no event exceed $23,000 as set forth in Exhibit "B" attached
hereto and made a part hereof.
10. lndemni�y and Insurance.
A. Engineer agrees to indemnify, hold harinless and defend the Owner, its officers and
employees, from and against any and all claims, losses, obligations, or liabilities
whatsoever incurred in or in any manner to the extent arising out of or related to
engineer's negligent acts, errors or omissions, or those of its employees or agents.
B. Engineer will deliver to Owner a certificate of insurance in substantially the form
attached hereto as "Exhibit C" evidencing professional liability insurance coverage
in an amount not less than $ 1,000,000.
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C. (1) The Engineer, at its expense, shall maintain in effect at all times during the
performance of work under this Agreement not less than the following
coverage and limits of insurance, which shall be maintained with insurers
listed "A" or better in the Best's Insurance Guide and authorized to do
business in the State of California.
(a) Workers' Compensation and E!nployer's Liabilit
Workers' Compensation --coverage as required by law.
Employer's Liability limits of at least $100,000 per
occurrence.
(b) CoMprehensive General Liability/Automobile Liabilit
0 Combined Single Limit--$ 1,000,000.
The automobile and comprehensive general liability policies may be
combined in a single policy with a combined single limit of $ 1,000,000. All
of the Engineer's policies shall contain an endorsement providing that
written notice shall be given to Owner at least thirty (30) calendar days prior
to termination, cancellation or reduction of coverage in the policy.
(2) Policies providing for bodily injury and property damage coverage shall
contain the following:
(a) An endorsement extending coverage to Owner as an additional
insured, in the same manner as the named insured, as respects
liability arising out of the performance of any work under the
Agreement. Such insurance shall be primary insurance as respects
the interest of Owner, and any other insurance maintained by Owner
shall be considered excess coverage and not contributing insurance
with the insurance required hereunder.
(b) "Severability of Interest" clause.
(c) Elimination of any exclusion regarding loss or damage to property
caused by explosion or resulting collapse of buildings or structures
or damage to property underground, commonly referred to by
insurers as the "XCU" hazards.
(d) Provision or endorsement stating that such insurance, subject to all
of its other terins and conditions, applies to the liability assumed by
Engineer under the Agreement, Including without limitation that set
forth in Section 10.A, with the exception of willful acts, errors or
omissions.
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(3) Promptly on execution of this Agreement and prior to commencement of
any work Engineer shall deliver to Owner certificate of insurance and
endorsements to the required policies.
(4) The requirements as to the types and limits of insurance to be maintained by
Engineer are not intended to and shall not in any manner limit or qualify
Engineer's liabilities and obligations under this Agreement.
(5) Any policy or policies of insurance that Engineer elects to carry as insurance
against loss or damage to its equipment and tools or other personal property
used in the performance of this Agreement shall include a provision waiving
the insurer's right of subrogation against the Owner.
11. Termination for Convenience. The governing board of the Owner may ten-ninate this
Agreement at any time without cause by giving fifteen (15) days written notice to Engineer
of such termination and specifying the effective date thereof In that event, all finished or
unfinished documents and other materials shall, at the option of Owner, become its
property. If this Agreement *is terminated by Owner as provided herein, Engineer will be
paid a total amount equal to its costs as of the termination date, plus ten percent (10%) of
that amount for profit. In no event shall the amount payable upon tennination exceed the
total maximum compensation provided for in this Agreement.
12. Termination for Cause.
A. The governing board of the Owner may, by written notice to Engineer, tenninate the
whole or any part of this Agreement in any of the following circumstances:
(1) If Engineer falls to perform the services required by this Agreement within
the time specified herein or any authorized extension thereof, or
(2) If Engineer fails to perforrn the services called for by this Agreement or so
fails to make progress as to endanger performance of this Agreement in
accordance with its terms, and in either of these circumstances does not
correct such failure within a period of ten (10) days (or such longer period as
Owner may authorize in writing) after receipt of notice from Owner
specifying such failure.
B. In the event Owner terminates this Agreement in whole or in part as provided above
in paragraph A of this Section 12, Owner may procure, upon such terms and in such
manner as it may deem appropriate, services similar to those terminated.
C. If this Agreement is terminated as provided above in paragraph A, Owner may
require Engineer to provide all finished or unfinished documents, data, studies,
drawings, maps, photographs, reports, etc., prepared by Engineer. Upon such
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termination, Engineer shall be paid an amount equal to the contract amount, less the
cost of hiring another consultant to complete Engineer's services. In the event no
new consultant is employed, Engineer shall be paid an amount equal to the value of
the work performed. In ascertaining the value of the work performed up to the date
of termination, consideration shall be given to both completed work and work in
progress, to complete and incomplete drawings, and to other documents whether
delivered to Owner or in possession of Engineer, and to authorized reimbursement
expenses.
D. if, after notice of ten-nination of the Agreement under the provisions of this Section
12, it is determined, for any reason, that Engineer was not in default, or that the
default was excusable, then the rights and obligations of the parties shall be the
same as if the notice of tennination had been issued pursuant to Section 11.
13. Non -Discrimination and Equal EmployMent Opportunity.
A. In the performance of this Agreement, Engineer shall not discriminate against any
employee, subcontractor, or applicant for employment because of race, color,
religion, ancestry, sex, national origin, handicap or age. Engineer will take
affirmative action to ensure that subcontractors and applicants are employed, and
that employees are treated during employment without regard to their race, color,
religion, ancestry, sex, national origin, handicap or age. Affirmative action relating
to employment shall include, but not be limited to the following: employment,
upgrading, demotion or transfer; recruitment; layoff or termination; rates of pay or
other fort-ris of compensation; and selection for training Including apprenticeship.
B. The provisions of subsection A above shall be included in all solicitations or
advertisements placed by or on behalf of Engineer for personnel to perform any
services under this Agreement. Owner shall have access to all documents, data and
records of Engineer and its subcontractors for purposes of detennining compliance
with the equal employment opportunity and non-discrimination provisions of this
Section, and all applicable provisions of Executive Order No. 11246 which is
incorporated herein by this reference. A copy of Executive Order No. 11246 is
available for inspection and on file with the Engineering Services Department.
14. Engineer's Warranties and Representations.
Engineer warrants and represents to Owner as follows:
A. Engineer has not employed or retained any person or entity, other than a bona fide
employee working exclusively for Engineer, to solicit or obtain this Agreement.
B. Engineer has not paid or agreed to pay any person or entity, other than a bona fide
employee working exclusively for Engineer, any fee, commission, percentage, gift,
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or any other consideration contingent upon or resulting from the execution of this
Agreement. Upon any breach or violation of this warranty, Owner shall have the
right, in its sole discretion, to terminate this Agreement without further liability, or,
in the alternative, to deduct from any sums payable hereunder the full amount or
value of any such fee, commission, percentage or gift.
C. Engineer has no knowledge that any officer or employee of the Owner has any
interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in
this transaction or in the business of the Engineer, and that if any such interest
comes to the knowledge of Engineer at any time, a completewritten disclosure of
such interest will be made to Owner, even if such interest would not be deemed a
prohibited "conflict of interest" under applicable laws.
D. Upon the execution of this Agreement, Engineer has no interest, direct or indirect, in
any transaction or business entity which would conflict with or in any manner hinder
the performance of services and work required by this Agreement, nor shall any
such interest be acquired during the term of this Agreement.
15. Subcontractinjz, Delegation and Assigriment.
A. Engineer shall not delegate, subcontract or assign its duties or rights hereunder,
either in whole or in part, without the prior written consent of the Owner; provided,
however, that claims for money due or to become due to Engineer from Owner
under this Agreement may be assigned to a bank, trust company or other financial
institution without such approval. Any proposed delegation, assignment or
subcontract shall provide a description of the services to be covered, identification
of the proposed assignee, delegee or subcontractor, and an explanation of why and
how the same was selected, including the degree of competition involved. Any
proposed agreement with an assignee, delegee or subcontractor shall include the
following:
(1) The amount involved, together with Engineer's analysis of such cost or price.
(2) A provision requiring that any subsequent modification or amendment shall
be subject to the prior written consent of the Owner.
B. Any assignment, delegation or subcontract shall be made in the name of the
Engineer and shall not bind or purport to bind the Owner and shall not release the
Engineer from any obligations under this Agreement including, but not limited to,
the duty to properly supervise and coordinate the work of employees, assignees,
delegees and subcontractors. No such assignment, delegation or subcontract shall
result in any increase in the amount of total compensation payable to Engineer under
this Agreement.
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16. Ownership of Documents. All plans, specifications, reports, studies, tracings, maps and
other documents prepared or obtained by Engineer in the course of performing the work
required by this Agreement shall be the property of the Owner. Basic survey notes,
sketches, charts, computations and similar data prepared or obtained by Engineer under this
Agreement shall, upon request, be made available to Owner without restriction or limitation
on their use. Any reuse of documents, prepared solely under this contract, by Owner for
other projects or other purposes shall not be the responsibility of the Engineer. The Owner
shall hold harmless and indemnify the Engineer from any and all liabilities arising from the
reuse of documents.
17. Entire Agreement and Amendments.
A. This Agreement supersedes all prior proposals, agreements, and understandings
between the parties and may not be modified or ten-ninated orally.
B. No attempted waiver of any of the provisions hereof, nor any modification in the
nature, extent or duration of the work to be perfon-ned by Engineer hereunder, shall
be binding unless in writing and signed by the party against whom the same is
sought to be enforced.
18. Resolution of Disputes.
A. Disputes regarding the interpretation or application of any provisions of this
Agreement shall, to the extent reasonably feasible, be resolved through good faith
negotiations between the parties.
B. If any action at law or'in equity is brought to enforce or interpret any provisions of
this Agreement, the prevailing party in such action shall be entitled to reasonable
attorneys' fees, costs and necessary disbursements, in addition to such other relief as
may be sought and awarded.
19. Exhibits. The following exhibits to which reference is made in this Agreement are deemed
incorporated herein in their entirety:
Exhibit "A" Scope of Services
Exhibit "B" Professional fees and rates
20. Governing Law. This Agreement shall be governed by the laws of the State of California.
21. Effective Date. This Agreement shall become effective as of the date set forth below on
which the last of the parties, whether Owner or Engineer, executes said Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and attested by their respective officers thereunto duly authorized.
Attest:
By:
CITY CLERK 4LN KA�AGOE
APPROVED AS TO FORM:
By: ///). /A--�
CIA�ATTORNEY WILLIAM WYNDER
Attest:
-0
Title:
"O"ER"
CITY OF CARSON
By: jV1,1 —
MAYOR JIM DEAR
SEAL
By:
Title:
. Dated: (Ca, 16) 0 �,
Dated:
"ENGINEER"
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EXHIBIT A
SCOPE OF SERVICES
Services required to complete this project by the consultant would include:
A. Review proposed project in relation to effectiveness and estimated project costs.
B. Recommend final projects concept.
C. Attend meetings with City staff.
D. Review all sewer "as built" drawings for all sewer utilities for any conflicts with
proposed design. Interface with other agencies as necessary.
E. Submit bi-weekly progress reports to the project engineer.
F. Submit all data, information and materials necessary for the compliance with the first
phase of the WDR.
G. Attend meeting with city staff to discuss the role during the first phase of WDR
compliance and to answer technical questions.
H. Coordinate the work with other impacted agencies as necessary.
Provide the City with the complete package for Application for Permit Coverage and
Monitoring and Reporting Program for submittal to State Water Resource Control Board
in compliance with the WDR. The Consultant has the total responsibility for the accuracy
and completeness of the required work for this project. The documents furnished under
this Scope of Work shall be of a quality acceptable to the City Engineer. The criteria for
acceptance shall be a product of neat appearance, be well organized, and be technically
and grammatically correct.
J. The final project application for permit coverage and monitoring and reporting program
shall be printed, stamped and submitted to the CITY, also the digital file will be delivered
on a compact CD -R disc as a deliverable product.
K. Availability to answer all questions during the process and provides technical advice if
necessary.
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L. To ensure full compliance with the WDR, the Consultant will perform an audit of city's existing
ordinances and regulations to identify additional enhancements needed to achieve compliance
with WDRs. In summary, the first phase of the compliance with the WDR should address the
following at the very minimum:
WDR and Reporting Program overview
A detailed review of all relevant City documents and procedures;
Written inventory in SSMP compliant format;
Recommend new or enhanced ordinances, policy's, procedures, studies, and
programs needed to achieve full compliance; and
An SSMP development plan outline and time schedule.
An MR -P development plan outline and time schedule.
Prepare application for Pen -nit Coverage.
M. The complete package for Application for Permit Coverage and Monitoring and
Reporting Program for this project shall be completed on or before October 31,
2006.
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EXHIBIT B
PROFESSIONAL FEES AND RATES
SEE FEES AND RATES SHOWN ON THE PROPOSAL SUBMITTED
DATED SEPTEMBER 7,2006
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VXHIRIT C
PROFESSIONAL LIABILITY
SPECIAL ENDORSEMENT
CITY OF CARSON
NAME AND ADDRESS OF INSURED:
General description of agreement(s) and/or activity(s) insured
This policy shall not be subject to cancellation except after notice in writing shall have been
sent not less than thirty (30) days prior to the effective date thereof by certified mail, return receipt
requested, addressed to Risk Management, City of Carson, Post Office Box 6234, Carson,
California 90749.
The Company agrees to waive all rights of subrogation against the City of Carson, its
elected officials, officers, agents and employees.
Except as stated above and not in conflict with this endorsement, nothing contained herein
shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to
which this endorsement is attached.
Endorsement No
Effective Date:
Policy No.
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