Loading...
HomeMy WebLinkAbout1994-298 ........ 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 RESOLUTION NO. 94-298..0"0 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH JEM ENVIRONMENTAL SERVICES 3 RELATING TO PROFESSIONAL ENVIRONMENTAL SERVICES FOR STREET IMPROVEMENTS AT THE FORMER NORTON AFB, ON TIPPECANOE AVENUE, "c" 4 STREET AND 6TH STREET (DEL ROSA DRIVE). 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Mayor of the Ci ty of San Bernardi no is hereby authori zed and directed to execute, on behalf of said City, an agreement with JEM Environmental Services relating to the provision for Implementing the Health and Safety Plan during the construction of Street Improvements on former Norton A.F.B., a copy of which agreement is attached hereto marked Exhibit "A" and incorporated herein by reference as fully as though set forth at length. SECTION 2. The agreement shall not take effect until fully signed and executed by both parties. The City shall not be obligated hereunder unless and until the agreement is fully executed and no oral agreement relating thereto shall be implied or authorized. SECTION 3. This resolution is rescinded if the parties to the agreement fail to execute it within sixty (60) days of the passage of this resolution. III III /II 9-2-94 ~- I .' 'RE: IMPLEMENTING THE HEALTH AND SAFETY PLAN AT TH.E FORMER NORTON A.F.B. 94-298 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Be r n a r din 0 a t a - - regular- meeti ng thereof, held on the , 1994, by the following vote, 3rd day of October to-wit: Council Members: AYES NEGRETE .x CURLIN x HERNANDEZ x OBERHELMAN -.x. DEVLIN 'x' ' POPE-LUDLAM MILLER - -x . ABSENT ABSTAIN NAYS . X" .. -7l..~-~.__._-_._-,-_. Rachel Clark, City Clerk ~ '0CUtWr.o..,/fu.tIPr1o.J/ JO,p,&;!;j resolutioJ'is hereby approved thi!:--~fh The foregoi ng , - - . , OctobBr - - 1994. day 0 f ~~' / ,~ , om lnor, Mayor City of San Bernardino Approved as to form and legal content: James F. Penman City Attorney By r ",." . . --;~ _-298 f. . .. . , ,~.,. AGREEMENT FOR PROFESSIONAL SERVICES This AGREEMENT is =,,-/ BE DINO, California, to as the "CITY" and poration, hereinafter made and entered into this .3...r/ day of , 1994, by and between the CITY OF SAN a municipal corporation, hereinafter referred JEM ENVIRONMENTAL SERVICES, a California cor- referred to as "ENVIRONMENTAL CONSULTANT". WIT N E SSE T H WHEREAS, city desires to obtain professional services to imple- ment the Health & Safety Plan, as specified in the "SCOPE OF SERVIC- ES", Exhibit 1, for Environmental Monitoring for the Construction project on the Former Norton Air Force Base, on Tippecanoe Avenue, "c" street, and 6th Street (Del Rosa Drive). WHEREAS, in order to implement the Health & Safety Plan it is necessary to retain the professional services of a qualified Environ- mental Consultant; and WHEREAS, Environmental Consultant is qualified to provide said professional services; and WHEREAS, San Bernardino city Council has elected to engage the services of Environmental Consultant upon the terms and conditions as hereinafter set forth. NOW, THEREFORE, it is mutually agreed, as follows: 1. SCOPE OF SERVICES Environmental Consultant sball perform those services specified in "Scope of Services" and as contained in the proposal dated .,?1~oL,.r..,l /99'::1- , a copy of which is attached hereto as Exhibit " and incorporated as though set forth in full. 2. TERM OF AGREEMENT The services of Environmental Consultant are to commence within seven (7) days after the City has authorized work to start by issu- ance of a Notice to Proceed. The scheduled completion dates specifi- cally set forth in Exhibit "2" attached hereto and incorporated here- in as though set forth in full will be adjusted by Environmental Consultant as the city authorizes the work. Such adjustments shall require City approval prior to commencement of performance of each phase. This Agreement shall expire as specified by the Exhibit "2" schedule unless extended by written agreement of the parties. 1 ;,,, ._,-{.,;.-" 'i~,,-~_ .' . ' . . ) 94 Zl8 STANDARD OF PERFORMANCE Environmental Consultant shall complete all work product and design in conformance with California's Standard Specifications and Standard Drawings, and the Health & Safety Plan. 4. CHANGES/EXTRA SERVICES A. Performance of the work specified in the "Scope of Servic- es" is made an obligation of Environmental Consultant under this Agreement, subject to any changes made subsequently upon mutual agre- ement of the parties. All such changes shall be incorporated by written amendments to this Agreement and include any increase or decrease in the amount of compensation due Environmental Consultant for the change in scope. Any change which has not been so incorpo- rated shall not be binding on either party. B. No extra services shall be rendered by Environmental Con- sultant under this Agreement unless such extra services are autho- rized, in writing, by city prior to performance of such work. Autho- rized extra services shall be invoiced based on the schedule of rates as incorporated in Exhibit 2. 5. COMPENSATION A. The city shall reimburse the Environmental Consultant for actual costs (including labor costs, employee benefits, overhead, profit, other direct and indirect costs) incurred by the Environmen- tal Consultant in performance of the work, in an amount not to exceed $75.369.00 B. Said compensation shall not be altered unless there is significant alteration in the scope, complexity or character of the work to be performed. Any such significant alteration shall be agreed upon in writing by City and Environmental Consultant before commencement of performance of such significant alteration by Environmental Consultant. Any adjustment of the total cost of services will only be permitted when the Environmental Consultant establishes and City has agreed, in writing, that there has been, or is to be, a significant change in: 1. Scope, complexity, or character of the services to be performed: 2. Conditions under which the work is required to be performed: and 3. Duration of work if the change from the time period speci- fied in the Agreement for Completion of the work warrants such adjustment. 2 94 298 - . C. The Environmental Consultant is required to comply with all Federal, state and local laws and ordinances applicable to the work. The Environmental Consultant is required to comply with prevailing wage rates in accordance with California Labor Code section 1775. 6. PAYMENT BY CITY A. The billings for all services rendered pursuant to this Agreement shall be submitted monthly by Environmental Consultant to city and shall be paid by City within twenty (20) days after receipt of same, excepting any amounts disputed by city. Dispute over any invoiced amount shall be noticed to the Environmental Consultant within ten (10) days of billing and a meet and confer meeting for purposes of resolution of such dispute shall be initiated by the city within ten (10) days of notice of such dispute. Interest of 1-1/2 percent per month (but not exceeding the maximum rate allowable by law) will be payable on any amounts not in dispute and not paid within thirty (30) days of the billing date, payment thereafter to be applied first to accrued interest and then to the principal unpaid amount. On disputed amounts, interest shall accrue from thirty (30) days of the invoice date if the amount in dispute is resolved in favor of the Environmental Consultant. All tasks as specified in Exhibit "1" shall be completed prior to final payment. B. Section 9-10 of the Cal-Trans Standard Specifications is hereby specifically waived and not applicable to this agreement. The parties hereto otherwise agree not to be bound by any other require- ments for arbitration of any dispute arising hereunder. Disputes shall be resolved by agreement of the parties, or upon the failure of such agreement, by direct application to the Courts. C. Should litigation be necessary to enforce any term or provision of this Agreement, or to collect any portion of the amount payable under this Agreement, then all litigation and collection expenses, witness fees, and court costs, and attorney's fees shall be paid to the prevailing party. 7. SUPERVISION AND ACCEPTANCE OF SERVICES A. The Director of Public Works of City, or his designee, shall have the right of general supervision over all work performed by Environmental Consultant and shall be city's agent with respect to obtaining Environmental Consultant's compliance hereunder. No payment for any services rendered under this Agreement shall be made without prior approval of the Director of Public Works or his designee. B. The Office of Traffic Safety, the National Highway Traffic Administration, the Federal Highway Administration and the Administrator may review and inspect the Environmental Consultant's activities during the progress of the program. 3 94 298 8 . COMPLIANCE ~ . WITH CIVIL RIGHTS LAWS Environmental Consultant hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status or national origin. Environmental Consultant shall promote affirmative action in its hiring practices and employee policies for minorities and other designated classes in accordance with federal, state and local laws. Such action shall include, but not be limited to, the following: recrui tment and recruitment advertising, employment, upgrading, and promotion. In addition, Environmental Consultant shall not exclude from participation under this Agreement any employee or applicant for employment on the basis of age, handicap, or religion in compliance with State and Federal laws. 9. TERMINATION OF AGREEMENT A. This agreement may be terminated by either party upon thirty (30) days' written notice in the event of substantial failure of the other party to perform in accordance with the terms of this Agreement. Each party shall have twenty (20) days following date of such notice within which to correct the substantial failure giving rise to such notice. In the event of termination of this Agreement, City shall within thirty (30) days pay Environmental Consultant for all the fees, charges and services performed to City's satisfaction by Environmental Consultant, which finding of satisfaction shall not be unreasonably withheld. Environmental Consultant hereby covenants and agrees that upon termination of this Agreement for any reason, Environmental Consultant will preserve and make immediately available to City, or its designated representatives, maps, notes, correspondence, or records related to work paid for by the City and required for its timely completion, and to fully cooperate with city so that the work to be accomplished under this Agreement may continue within forty-five (45) days of termination. Any subsequent use of such incomplete documents shall be at the sole risk of the City and the city agrees to hold harmless and indemnify Environmental Consultant from any claims, losses, costs, including Attorney's fees, and liability arising out of such use. Environmental Consultant shall be compensated for such services in accordance with Exhibit "1". B. This agreement may be terminated for the convenience of the city upon thirty (30) days written notice to Environmental Consultant. Upon such notice, Environmental Consultant shall provide work product to City and City shall compensate Environmental Consultant in the manner set forth above. C. Agreement until all Following the effective date of termination of this pursuant to this section, the Agreement shall continue obligations arising from such termination are satisfied. 4 . . 94 2dlB CONTINGENCIES In the event that, due to causes beyond the control of and without the fault or negligence of Environmental Consultant, Environ- mental Consultant fails to meet any of its obligations under this Agreement, and such failure shall not constitute a default in perfor- mance, and the City may grant to Environmental Consultant such extensions of time and make other arrangements or additions, excepting any increase in payment, as may be reasonable under the circumstances. Increases in payment shall be made only under the "changes" provision of this Agreement. Environmental Consultant shall notify city within three (3) days in writing when it becomes aware of any event or circumstance for which it claims or may claim an extension. 11. INDEPENDENT CONTRACTOR Environmental Consultant shall act as an independent contractor in the performance of the services provided for under this Agreement. Environmental Consultant shall furnish such services in its own manner and in no respect shall it be considered an agent or employee of city. 12. ASSIGNMENT OR SUBCONTRACTING Neither this Agreement, nor any portion thereof, may be assigned by Environmental Consultant without the written consent of city. Any attempt by Environmental Consultant to assign or subcontract any performance of this Agreement without the written consent of the City shall be null and void and shall constitute a breach of this Agreement. 13 . NOTICES All official notices relative writing and addressed to the Environmental Consultant and city: to this Agreement shall be following representatives in of ENVIRONMENTAL CONSULTANT CITY J.E.M. Environmental Services 4508 N. Sierra Way, #10 San Bernardino, CA 92401 Mr. Roger Hardgrave Director of Public Works/City Engineer 300 North "D" Street San Bernardino, CA 92418 14. RESPONSIBILITIES OF PARTIES A. The Environmental Consultant may reasonably rely upon the accuracy of data provided through the city or its agents without independent evaluation. B. The City shall pay all costs of inspection and permit fees. Charges not specifically covered by the terms of this 5 94'298 - . Agreement shall be paid as agreed by the parties hereto at the time such costs arise; but in no event shall the work to be performed hereunder cease as a consequence of any unforeseen charges unless by mutual written agreement of City and Environmental Consultant. C. All tracings, survey notes, and other original documents are instruments of service and shall rema1n the property of Environmental Consultant except where by law, precedent, or agreement these documents become public property. All such documents or records shall be made accessible to City. Environmental Consultant shall maintain all records for inspection by the city, State, or their duly authorized representatives for a period of three (3) years after final payment. Environmental Consultant shall sign all estimates, and engineering data furnished. D. Upon completion of all work under this Agreement, Environ- mental Consultant will transfer ownership and title to city of all programs, reports, documents, plans and specifications. 15. COVENANT AGAINST CONTINGENT FEE Environmental Consultant warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Environmental Consultant for the purpose of securing business. For breach or violation of this warranty, city shall have the right to terminate this Agreement in accordance with the clause permitting termination for cause and, at its sole discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 16. HOLD HARMLESS CAUSE A. Environmental Consultant hereby agrees to hold City, its elective and appointive boards, officers, and employees, harmless from any liability for damage or claims for damage for personal injury including death, as well as from claims for property damage, which may arise from Env- ironmental Consultant's negligent acts, errors or omissions under this Agreement. B. Environmental Consultant shall indemnify, defend and hold free and harmless the city, its officers and its employees from all claims, damages, costs, expenses, and liability, including, but not limited to attorney's fees imposed upon them for any alleged infringement of patent rights or copyrights of any person or persons in consequence of the use by city, its officers, employees, agents and other duly authorized representatives, of programs or processes supplied to city by Environmental Consultant under this Agreement. 6 ,.\ , ." . ,) l; ~.,.... '.~' . . 94 298 17. INDEMNITY Environmental Consultant shall indemnify, defend and hold harmless City from and against any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorney's fees) and liabilities, of, by, or with respect to third parties, which arise solely from Environmental Consultant's negligent performance of services under this Agreement. Environmental Consultant shall not be responsible for, and city shall indemnify, defend and hold harmless Environmental Consultant from and against, any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorney's fees) and liabilities of, by or with respect to third parties, which arise solely from the City's negligence. with respect to any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorney's fees) and liabilities of, by or with respect to third parties, which arise from the joint or concurrent negligence of Environmental Consultant and city, each party shall assume responsibility in proportion to the degree of its respective fault. 18. LIABILITY/INSURANCE A. Environmental Consultant's liability to the City for injury or damage to persons or property arising out of work performed by the city and for which legal liability may be found to rest upon Environmental Consultant other than for professional errors and omissions, will be limited to $1,000,000. For any damage on account of any error, omission or other professional negligence Environmental Consultant's liability, will be limited to a sum not to exceed $50,000 or Environmental Consultant's fee, whichever is greater. B. The City will require the Environmental Consultant to provide Workers Compensation and comprehensive general liability insurance, including completed operations and contractual liability, with coverage sufficient to insure the Environmental Consultant's indemnity, as above required, and, such insurance will include the city, the Environmental Consultant, their consultants, and each of their officers, agents and employees as additional insureds. C. Environmental Consultant shall provide evidence of insurance in the form of a policy of insurance, in which the city is named as an additional named insured to the extent of the coverage required by this Agreement. 19. VALIDITY Should any provision herein be found or deemed to be invalid, this Agreement shall be construed as not containing such provision, and all other provisions which are otherwise 7 . . 1~9Al 2S~~11 remain in full force and affect, and to this end the provisions of this Agreement are declared to be severable. 20. ENTIRE AGREEMENT This Agreement represents the entire and integrated agreement between the parties hereto and supersedes all prior and contemporaneous negotiations, representations, understandings and agreements, whether written or oral, with respect to the subject matter thereof. This Agreement may be amended only by written instrument signed by both parties. IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII IIII 8 . '94-298 . AGREEMENT FOR: Environmental Monitoring for Construction Project on the Former Norton Air Force Base with J.E.M. Environmental Services IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date written above by their duly authorized officers on their behalf. CITY OF SAN BERNARDINO ~.""'~ BY: /~ A/f.,~ TOM MINOR, ayor ATTEST: BY: '~~u RACHEL CLARK, City Clerk ~ yJ(J(LfhvnudLhO// J>>~~ J.E.M. ENVIRONMENTAL SERVICES r~~ Approved as to form and legal content: JAMES F. PENMAN city Attorney BY: 9