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HomeMy WebLinkAbout2014-167 r 1 RESOLUTION NO, 2014-167 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A CONSULTANT SERVICES 3 AGREEMENT AND ISSUANCE OF A PURCHASE ORDER TO TRANSTECH, INC. 4 FOR ENGINEERING CONSULTING SERVICES FOR THE ANNE SHIRRELLS PARK. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE 6 CITY OF SAN BERNARDINO AS FOLLOWS: 7 SECTION 1. The City Manager of the City of San Bernardino is hereby authorized and 8 directed to execute on behalf of said City a Consultant Services Agreement between Transtech, 9 Inc. and the City of San Bernardino for Engineering Consulting Services for the Anne Shirrells 10 Park, a copy of which is attached hereto marked Exhibit"A" and incorporated herein by 11 reference as fully as though set forth at length. 12 SECTION 2. That the Director of Administrative Services is hereby authorized to issue 13 a Purchase Order to Transtech, Inc. for consultant services for a total amount not to exceed 14 $24,900. 15 SECTION 3. The authorization granted hereunder shall expire and be void and of no 16 further effect if the agreement is not executed by both parties and returned to the Office of the 17 City Clerk within sixty (60) days following the effective date of the Resolution. 18 /// 19 20 /// 21 /// 22 //I 23 /1/ 24 /// 25 /// /// 2014-167 I RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF A CONSULTANT SERVICES 2 AGREEMENT AND ISSUANCE OF A PURCHASE ORDER TO TRANSTECH, INC. FOR ENGINEERING CONSULTING SERVICES FOR THE ANNE SHIRRELLS 3 PARK. 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 5 Common Council of the City of San Bernardino at a joint regularmeeting, thereof, held on 6 the 16th day of June , 2014, by the following vote to wit: 7 Council Members: AYES NAYS ABSTAIN ABSENT 8 MARQUEZ x 9 BARRIOS x 10 t l VALDIVIA x 12 SHORETT x 13 NICKEL x 14 JOHNSON x 15 MULVIHILL x 16 George/ Hanna, I"Clerk 18 19 The foregoing resolution is hereby approved this / �7 day o June , 2014. 20 21 R. CAREY AVIS, Mayor 22 City of San Bernardino Approved as to form: 23 GARY D. SAENZ, City Attorney 24 25 By: • 2014-167 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TRANSTECH ENGINEERS,INC. THIS AGREEMENT is made and entered into this 16 thday of June , 2014 ("Effective Date"),by and between the CITY OF SAN BERNARDINO, a charter city("CITY"), and TRANSTECH ENGINEERS, INC. ("CONSULTANT"). WITNESSETH : A. WHEREAS, CITY proposes to have CONSULTANT provide civil engineering consulting services for the Anne Shirrells Park in the City of San Bernardino as described herein below; and B. WHEREAS, CONSULTANT represents that it has that degree of specialized expertise contemplated within California Government Code, Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, CITY and CONSULTANT desire to contract for specific services in connection with the project described below (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and D. WHEREAS, no official or employee of the City has a prohibited financial interest, within the provisions of California Government Code, Sections 1090-1092, in the subject matter of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein,the parties hereby agree as follows: 1.0. SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. For the remuneration stipulated, CONSULTANT shall provide the civil engineering consulting services described in the Scope of Services attached hereto as Attachment "1" and incorporated herein by this reference. If a conflict arises between the Scope of Services and this Consultant Services Agreement(hereinafter"Agreement"),the terms of the Agreement shall govern. 1.2. Professional Practices. All professional services to be provided by CONSULTANT pursuant to this Agreement shall be provided by skilled personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. CONSULTANT also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise CITY of any changes in any laws that may affect CONSULTANT's performance of this Agreement. 1.3. Warranty. CONSULTANT warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws including, but not Page 1 of 7 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TRANSTECH ENGINEERS,INC. 2014-167 limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. CONSULTANT shall indemnify, defend, and hold harmless CITY from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against CITY for, or on account of any liability under any of the above-mentioned laws, arising from or related to CONSULTANT's performance under this Agreement. 1.4. Non-discrimination. In performing this Agreement, CONSULTANT shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other category protected by law, except as permitted pursuant to Section 12940 of the Government Code. Violation of this provision may result in the imposition of penalties referred to in Labor Code, Section 1735. 1.5 Non-Exclusive Agreement. CONSULTANT acknowledges that CITY may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.6. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of CITY. 1.7 Conflicts of Interest. The CONSULTANT understands and agrees that as the CITY's representative the CONSULTANT shall maintain a fiduciary and a duty of loyalty to the CITY in performing CONSULTANT's obligations under this Agreement. CONSULTANT, in performing its obligations under this Agreement, is governed by California's conflict of interest laws, Government Code Section 87100 et seq., and Title 2, California Code of Regulations Section 18700 et seq. CONSULTANT shall not work on any task that is related to any real property that is located within 500 feet of any land parcel in which CONSULTANT has any ownership interest or which is the location of any pending project that is a source of income for CONSULTANT. 1.8 CITY Business Certificate. CONSULTANT shall obtain and maintain during the tenure of this Agreement, a valid CITY Business Registration Certificate pursuant to Title 5 of the City of San Bernardino Municipal Code and any and all other licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required of CONSULTANT to practice its profession, skill or business. 2.0. COMPENSATION AND BILLING 2.1. Compensation. Consulting services shall be compensated at the rates included in the Scope of Services attached hereto as Attachment "1" and incorporated herein by this reference. If a conflict arises between the Scope of Services and this Agreement, the terms of the Agreement shall govern. In no event shall the total amount paid to CONSULTANT exceed $24,900.00 without express written authorization from the Mayor and Common Council of CITY. 2.2. Additional Services. CONSULTANT shall not receive compensation for any services provided outside the Scope of Services unless the CITY, prior to CONSULTANT performing the Page 2 of 7 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TRANSTECH ENGINEERS,INC. 2014-167 additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 2.3. Method of Billing. CONSULTANT may submit invoices to CITY for approval. Said invoice shall be based on the total of all CONSULTANT's services which have been completed to CITY's sole satisfaction. CITY shall pay CONSULTANT's invoice within forty-five (45) days from the date CITY receives said invoice. The invoice shall describe in detail, the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. Any requests for reimbursement pursuant to this Agreement shall be designated as "Request for Reimbursement" and shall include receipts identifying the item CONSULTANT seeks reimbursement for. 2.4. Records and Audits. Records of CONSULTANT's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to CITY for inspection and/or audit at mutually convenient times for a period of three (3) years from the Effective Date. 3.0. TERM AND TERMINATION 3.1. Time of Performance. The obligation to perform the professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by the Director of Parks, Recreation & Community Services. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement. 3.2 Term. This Agreement shall commence on the date executed by the City Manager and continue until the services described in Attachment"1"have been completed. 3.2 Termination. CITY or CONSULTANT may terminate this Agreement upon thirty(30) days written notice to the other party for any reason. In the event of termination, CONSULTANT shall be paid the reasonable value of services rendered to the date of termination. 3.3 Documents. In the event of termination of this Agreement, all documents prepared by CONSULTANT in its performance of this Agreement shall be delivered to the CITY within ten(10)days of delivery of termination notice to CONSULTANT, at no cost to CITY. 4.0. GENERAL PROVISIONS 4 .1. Entire Agreement: This Agreement constitutes the entire Agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including attachments or exhibits to this Agreement. 4.2. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such Page 3 of 7 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TRANSTECH ENGINEERS,INC. 2014-167 communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S.postmark if such communication is sent through regular United States mail. IF TO CONSULTANT: IF TO CITY: David E. Mlynarski Mickey Valdivia,Director Transtech Engineers,Inc. C/O Demetra Moore,Administrative Analyst 413 MacKay Drive City of San Bernardino San Bernardino, CA 92408 Parks,Recreation&Community Services Phone: 909 384-7464 Department Email: david.mlynarski @transtech.org 201 North "E" Street, Suite 301 -3rd Floor San Bernardino, CA 92401 4.3. Attorneys' Fees: In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this contract on behalf of the CITY shall be considered as "attorneys'fees" for the purposes of this Agreement. 4.4. Governing Law and Venue. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be the Superior Courts located in the County of San Bernardino, State of California or the United States District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 4.5. Assignment: CONSULTANT shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of CONSULTANT's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release CONSULTANT of CONSULTANT's obligation to perform all other obligations to be performed by CONSULTANT hereunder for the term of this Agreement. 4.6. Indemnification and Insurance. 4.6.1 Indemnification: CONSULTANT agrees to and shall indemnify, defend, and hold the CITY, its elected officials, employees, agents or representatives, free and harmless from all claims, actions,damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of CONSULTANT, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the CITY, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, CONSULTANT agrees to protect and defend at its own expense, including attorney's fees, the CITY, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. CONSULTANT hereby waives any and all rights to any types of express or implied indemnity against the CITY, its elected officials, employees, agents or representatives,with respect to third party claims against Page 4 of 7 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TRANSTECH ENGINEERS,INC. 2014-167 the CONSULTANT relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 4.6.2 Insurance: While not restricting or limiting the foregoing, during the term of this Agreement, CONSULTANT shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in the policy. 4.7. Independent Contractor. CONSULTANT, at all times while performing under this Agreement, is and shall be acting at all times as an independent contractor and not as an agent or employee of CITY. CONSULTANT shall secure, at its expense, and be responsible for any and all payment of wages, benefits and taxes including, but not limited to, Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for CONSULTANT and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Neither CONSULTANT nor its officers, agents and employees shall be entitled to receive any benefits which employees of CITY are entitled to receive and shall not be entitled to workers' compensation insurance, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing or social security on account of CONSULTANT and its officers', agents' and employees' work for the CITY. This Agreement does not create the relationship of agent, servant,employee partnership or joint venture between the CITY and CONSULTANT. 4.8. Conflict of Interest Disclosure: CONSULTANT or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which(1)requires such persons to disclose financial interests that may be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will have a foreseeable financial effect on such interest. CONSULTANT shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of the Agreement by CITY. 4.9. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of CITY and CONSULTANT and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 4.10. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 4.11. Amendments. Only writing executed by all of the parties hereto or their respective successors and assigns may amend this Agreement. 4.12. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event,nor shall any waiver constitute a continuing waiver. Page 5 of 7 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TRANSTECH ENGINEERS,INC. 2014-167 4.13. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance,and the remaining provisions of this Agreement shall remain in full force and effect. 4.14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. 4.15. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so, the parties hereto are formally bound to the provisions of this Agreement. 4.16. Intellectual Property. The parties agree that all plans, designs, models, manuals, methods and other materials developed on behalf of the CITY, during the term of this agreement, becomes the immediate property of the CITY. /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// /// Page 6 of 7 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TRANSTECH ENGINEERS,INC. 2014-167 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TRANSTECH ENGINEERS,INC. CITY OF SAN BERNARDINO, CONSULTANT A Municipal Corporation Transtech Engineers,Inc. DATE: DATE: Allen Parker, City Manager David Mlynarski, Principal APPROVED AS TO FORM: GARY D. SAENZ, City Attorney B . Page 7 of 7 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TRANSTECH ENGINEERS,INC. 2014-167 ATTACHMENT 1 TRANSTECl/ March 10,2014 Jim Tickemyer Parks Maintenance Division Manager City of San Bernardino Parks,Recreation and Community Services 201 North E Street, Suite 301 San Bernardino, CA. 92401 (909)384-5052 Subject:PROPOSAL FOR PS&E PREPARATION FOR ANNE SHIRRELLS PARK Dear Mr.Tickemyer: In response to your request, Transtech Engineers,Inc. is very pleased to submit this proposal to provide civil engineering consulting services associated with Anne Shirrells Park in the City of San Bernardino. Our proposal is divided into three sections. (1)Project Understanding and Basis for Proposal,(2) Scope of Services we propose to undertake and(3)Fees for Scope of Services. . If you have any questions or wish to discuss any aspect of this proposal,please do not hesitate to contact us. If this proposal meets with you approval, please issue the appropriate authorization, purchase order or contacts documents to this office for our mutual execution. We appreciate the opportunity to submit this proposal and look forward to working with the County on this project. Sincerely, lavidi t. ter/a/ci David Mtynarsld, Principal david.mlynarski @transtech.org;T: 909 384 7464,Ext. 106 F: 909 384 7475;www.transtech.org PREPARED BY: TRANSTECH ENGINEERS,INC. 413 MacKay Drive;San Bernardino,CA 92408;Toil Free 888.821.3888;909.384.7464;www.transtech.org PAGE 11 2014-167 TRANSTECh L PROJECT UNDERSTANDING The purpose of the agreement is that the Client wishes to retain Consultant for preparation of a Plans,Specifications,and Estimates package for installation and construction of a modular building,parking lot,and various improvements at Anne Shirrells Park. $ ,s,-; •mow '.«re ti .0::::''',,, "` �- 5 IT ryf Al 1 ° k I ;i 7 ... . »Va Nf• #' q � I i fi •I � �; a;t Y u ;in I 'l L y ` fit III , u s >v�W.; 1I , } .../.. f ,1‘,_. s 4 ryr:. r x- a� i..J>1:37wks. ti •�J' I 'i i ,, a Q - I4 41.:tit , i (1.',..1 rl M at y F i j o,CA 92408;Toll Free 888.811. PREPARED BY: TRANSTECH ENGINEERS,INC. 413 MacKay Drive;San Bernard 909.384.7464;www.transtech.org PAGE ( 2 2014-167 A.( TRANSTEChI II. SCOPE OF SERVICES Transtech proposes to provide the following scope of services: 1. Project and site research and review. 2. Meetings with Key Personnel.• A. City of San Bernardino B. Community Development C. Department of Public Works/Surveyors Office 3. Prepare grading,electrical,and improvement plans. 4. Prepare project specifications. 5. Prepare a preliminary opinion of probable costs(Estimate). 6. Reproduction,printing,and reimbursables. PREPARED BY: TRANSTECH ENGINEERS,INC. 413 MacKay Drive;San Bernardino,CA 92408;Toll Free 888.821.3888;909.384.7464;www.transtech.org PAGE 13 2014-167 4 TRANSTECh III.FEE FOR SCOPE OF SERVICES Transtech proposes to provide the services for the above described work for the following fees. These fees are established upon our estimation of the level of service necessary for the scope of services items that would generally be based upon a request by the Client to perform a specific task or attend meetings, etc.Transtech will not exceed the fees without prior authorization by the Client. Transtech will invoice monthly on percentage complete basis or upon time and materials per our current schedule of hourly rates (enclosed). Any printing and miscellaneous process fees are reimbursable direct expenses and are billed at cost plus 10%for administration fee. 1. Project and site research and review. Fee: $2,000 2, Meetings with Key Personnel: A. City of San Bernardino B. Community Development C. Department of Public Works/Surveyors Office Fee: $4,000 1. Prepare grading,electrical, and improvement plans. Fee: $12,000 7. Prepare project specifications. Fee: $4,000 8. Prepare a preliminary opinion of probable costs(Estimate). Fee: $2,000 3. Reproduction,printing,reimbursables. Direct Reimbursable Budget Allocation: (to be charged at actual cost plus 10%) Total:$24,000 PREPARED BY: TRANSTECH ENGINEERS,INC. 413 MacKay Drive;San Bernardino,CA 92408;Toll Free 888.821.3888;909.384.7464;www.transtech.org PAGE 1 4 2014-167 TRANSTEC I TRANSTECH ENGINEERS,INC. STANDARD HOURLY RATES Effective through December 31,2013 Classification Hourly Rate Principal $165-$190 Senior Engineer $145-$160 Project Manager $140-$155 Project Engineer $130-$145 Staff Engineer $115-$130 CADD Designer $95-$110 Planner $125-$140 Transportation Analyst $115-$130 Plan Checker $85-$100 Construction Manager $140-$155 Inspector(PW) $85-$95 Inspector(Building) $65-$75 Engineering Technician $60-$70 Administrative/Clerical $45-$55 2-Man Survey Crew $190 Funds Analyst $105-$115 Expert Witness $250 Reimbursable direct expenses are billed at cost plus 10%for administration fee. PREPARED BY: TRANSTECH ENGINEERS,INC. 413 MacKay Drive;San Bernardino,CA 92408;Toll Free 888.821.3888;909.384.7464;www.transtech.org PAGE 1 5 2014-167 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TRANSTECH ENGINEERS,INC. THIS AGREEMENT is made and entered into this 16 thday of June , 2014 ("Effective Date"),by and between the CITY OF SAN BERNARDINO, a charter city("CITY"), and TRANSTECH ENGINEERS,INC. ("CONSULTANT"). WITNESSETH : A. WHEREAS, CITY proposes to have CONSULTANT provide civil engineering consulting services for the Anne Shirrells Park in the City of San Bernardino as described herein below; and B. WHEREAS, CONSULTANT represents that it has that degree of specialized expertise contemplated within California Government Code, Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and C. WHEREAS, CITY and CONSULTANT desire to contract for specific services in connection with the project described below (the "Project") and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and D. WHEREAS, no official or employee of the City has a prohibited financial interest, within the provisions of California Government Code, Sections 1090-1092, in the subject matter of this Agreement. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein,the parties hereby agree as follows: 1.0. SERVICES PROVIDED BY CONSULTANT 1.1. Scope of Services. For the remuneration stipulated, CONSULTANT shall provide the civil engineering consulting services described in the Scope of Services attached hereto as Attachment "1" and incorporated herein by this reference. If a conflict arises between the Scope of Services and this Consultant Services Agreement(hereinafter"Agreement"),the terms of the Agreement shall govern. 1.2. Professional Practices. All professional services to be provided by CONSULTANT pursuant to this Agreement shall be provided by skilled personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. CONSULTANT also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise CITY of any changes in any laws that may affect CONSULTANT's performance of this Agreement. 1.3. Warranty. CONSULTANT warrants that it shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws including, but not Page 1 of 7 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TRANSTECH ENGINEERS,INC. 2014-167 limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers' compensation insurance and safety in employment; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. CONSULTANT shall indemnify, defend, and hold harmless CITY from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys' fees and costs, presented, brought, or recovered against CITY for, or on account of any liability under any of the above-mentioned laws, arising from or related to CONSULTANT's performance under this Agreement. 1.4. Non-discrimination. In performing this Agreement, CONSULTANT shall not engage in, nor permit its officers, employees or agents to engage in, discrimination in employment of persons because of their race, religion, color, national origin, ancestry, age, mental or physical disability, medical condition, marital status, sexual gender or sexual orientation, or any other category protected by law, except as permitted pursuant to Section 12940 of the Government Code. Violation of this provision may result in the imposition of penalties referred to in Labor Code, Section 1735. 1.5 Non-Exclusive Agreement. CONSULTANT acknowledges that CITY may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 1.6. Delegation and Assignment. This is a personal service contract, and the duties set forth herein shall not be delegated or assigned to any person or entity without the prior written consent of CITY. 1.7 Conflicts of Interest. The CONSULTANT understands and agrees that as the CITY's representative the CONSULTANT shall maintain a fiduciary and a duty of loyalty to the CITY in performing CONSULTANT's obligations under this Agreement. CONSULTANT, in performing its obligations under this Agreement, is governed by California's conflict of interest laws, Government Code Section 87100 et seq., and Title 2, California Code of Regulations Section 18700 et seq. CONSULTANT shall not work on any task that is related to any real property that is located within 500 feet of any land parcel in which CONSULTANT has any ownership interest or which is the location of any pending project that is a source of income for CONSULTANT. 1.8 CITY Business Certificate. CONSULTANT shall obtain and maintain during the tenure of this Agreement, a valid CITY Business Registration Certificate pursuant to Title 5 of the City of San Bernardino Municipal Code and any and all other licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required of CONSULTANT to practice its profession, skill or business. 2.0. COMPENSATION AND BILLING 2.1. Compensation. Consulting services shall be compensated at the rates included in the Scope of Services attached hereto as Attachment "1" and incorporated herein by this reference. If a conflict arises between the Scope of Services and this Agreement, the terms of the Agreement shall govern. In no event shall the total amount paid to CONSULTANT exceed $24,900.00 without express written authorization from the Mayor and Common Council of CITY. 2.2. Additional Services. CONSULTANT shall not receive compensation for any services provided outside the Scope of Services unless the CITY, prior to CONSULTANT performing the Page 2 of 7 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TRANSTECH ENGINEERS,INC. 2014-167 additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable. 2.3. Method of Billing. CONSULTANT may submit invoices to CITY for approval. Said invoice shall be based on the total of all CONSULTANT's services which have been completed to CITY's sole satisfaction. CITY shall pay CONSULTANT's invoice within forty-five (45) days from the date CITY receives said invoice. The invoice shall describe in detail, the services performed and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as "Additional Services" and shall identify the number of the authorized change order, where applicable, on all invoices. Any requests for reimbursement pursuant to this Agreement shall be designated as "Request for Reimbursement" and shall include receipts identifying the item CONSULTANT seeks reimbursement for. 2.4. Records and Audits. Records of CONSULTANT's services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to CITY for inspection and/or audit at mutually convenient times for a period of three (3)years from the Effective Date. 3.0. TERM AND TERMINATION 3.1. Time of Performance. The obligation to perform the professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with the Project Schedule approved by the Director of Parks, Recreation & Community Services. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement. 3.2 Term. This Agreement shall commence on the date executed by the City Manager and continue until the services described in Attachment"1"have been completed. 3.2 Termination. CITY or CONSULTANT may terminate this Agreement upon thirty (30) days written notice to the other party for any reason. In the event of termination, CONSULTANT shall be paid the reasonable value of services rendered to the date of termination. 3.3 Documents. In the event of termination of this Agreement, all documents prepared by CONSULTANT in its performance of this Agreement shall be delivered to the CITY within ten(10)days of delivery of termination notice to CONSULTANT, at no cost to CITY. 4.0. GENERAL PROVISIONS 4 .1. Entire Agreement: This Agreement constitutes the entire Agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations.This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification. The terms of this Agreement shall prevail over any inconsistent provision in any other contract document appurtenant hereto, including attachments or exhibits to this Agreement. 4.2. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery, facsimile or mail and shall be addressed as set forth below. Such communication shall be deemed served or delivered: a) at the time of delivery if such communication is sent by personal delivery; b) at the time of transmission if such Page 3 of 7 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TRANSTECH ENGINEERS,INC. 2014-167 communication is sent by facsimile; and c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S.postmark if such communication is sent through regular United States mail. IF TO CONSULTANT: IF TO CITY: David E.Mlynarski Mickey Valdivia,Director Transtech Engineers, Inc. C/O Demetra Moore,Administrative Analyst 413 MacKay Drive City of San Bernardino San Bernardino, CA 92408 Parks,Recreation&Community Services Phone: 909 384-7464 Department Email: david.mlynarski @transtech.org 201 North "E" Street, Suite 301 -3rd Floor San Bernardino,CA 92401 4.3. Attorneys' Fees: In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof. The costs, salary and expenses of the City Attorney and members of his office in enforcing this contract on behalf of the CITY shall be considered as "attorneys' fees" for the purposes of this Agreement. 4.4. Governing Law and Venue. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be the Superior Courts located in the County of San Bernardino, State of California or the United States District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature. 4.5. Assignment: CONSULTANT shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of CONSULTANT's interest in this Agreement without CITY's prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement. Regardless of CITY's consent, no subletting or assignment shall release CONSULTANT of CONSULTANT's obligation to perform all other obligations to be performed by CONSULTANT hereunder for the term of this Agreement. 4.6. Indemnification and Insurance. 4.6.1 Indemnification: CONSULTANT agrees to and shall indemnify, defend, and hold the CITY, its elected officials, employees, agents or representatives, free and harmless from all claims, actions,damages and liabilities of any kind and nature arising from bodily injury, including death, or property damage, based or asserted upon any actual or alleged act or omission of CONSULTANT, its employees, agents, or subcontractors, relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement, unless the bodily injury or property damage was actually caused by the sole negligence of the CITY, its elected officials, employees, agents or representatives. As part of the foregoing indemnity, CONSULTANT agrees to protect and defend at its own expense, including attorney's fees, the CITY, its elected officials, employees, agents or representatives from any and all legal actions based upon such actual or alleged acts or omissions. CONSULTANT hereby waives any and all rights to any types of express or implied indemnity against the CITY, its elected officials, employees, agents or representatives, with respect to third party claims against Page 4 of 7 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TRANSTECH ENGINEERS,INC. 2014-167 the CONSULTANT relating to or in any way connected with the accomplishment of the work or performance of services under this Agreement. 4.6.2 Insurance: While not restricting or limiting the foregoing, during the term of this Agreement, CONSULTANT shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an additional named insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the CITY shall require the insurer to notify CITY of any change or termination in the policy. 4.7. Independent Contractor. CONSULTANT, at all times while performing under this Agreement, is and shall be acting at all times as an independent contractor and not as an agent or employee of CITY. CONSULTANT shall secure, at its expense, and be responsible for any and all payment of wages, benefits and taxes including, but not limited to, Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for CONSULTANT and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Neither CONSULTANT nor its officers, agents and employees shall be entitled to receive any benefits which employees of CITY are entitled to receive and shall not be entitled to workers' compensation insurance, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit sharing or social security on account of CONSULTANT and its officers', agents' and employees' work for the CITY. This Agreement does not create the relationship of agent, servant, employee partnership or joint venture between the CITY and CONSULTANT. 4.8. Conflict of Interest Disclosure: CONSULTANT or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"),which(1)requires such persons to disclose financial interests that may be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will have a foreseeable financial effect on such interest. CONSULTANT shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for termination of the Agreement by CITY. 4.9. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of CITY and CONSULTANT and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement. 4.10. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement. 4.11. Amendments. Only writing executed by all of the parties hereto or their respective successors and assigns may amend this Agreement. 4.12. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy with respect to any occurrence or event shall not be deemed a waiver of any right or remedy with respect to any other occurrence or event,nor shall any waiver constitute a continuing waiver. Page 5 of 7 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TRANSTECH ENGINEERS,INC. 2014-167 4.13. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance,and the remaining provisions of this Agreement shall remain in full force and effect. 4.14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. 4.15. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so, the parties hereto are formally bound to the provisions of this Agreement. 4.16. Intellectual Property. The parties agree that all plans, designs, models, manuals, methods and other materials developed on behalf of the CITY, during the term of this agreement, becomes the immediate property of the CITY. /// //I Page 6 of 7 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TRANSTECH ENGINEERS,INC. 2014-167 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TRANSTECH ENGINEERS,INC. CITY OF SAN BERNARDINO, CONSULTANT A Municipal Corporation Transtech Engineers, Inc. DATE: 4 „Aye/6” DATE: ?j IAdAit Allen Par r, City Manager avi I • ynarski, Pri R� APPROVED AS TO FORM: GARY D. SAENZ, City Attorney B - • CL--r- 114 Page 7 of 7 CONSULTANT SERVICES AGREEMENT BETWEEN THE CITY OF SAN BERNARDINO AND TRANSTECH ENGINEERS,INC. 2014-167 ATTACHMENT 1 TRANSTECI March 10,2014 Jim Tickemyer Parks Maintenance Division Manager City of San Bernardino Parks,Recreation and Community Services 201 North E Street, Suite 301 San Bernardino,CA.92401 (909)384-5052 Subject:PROPOSAL FOR PS&E PREPARATION FOR ANNE SHIRRELLS PARK Dear Mr.Tickemyer: In response to your request, Transtech Engineers,Inc. is very pleased to submit this proposal to provide civil engineering consulting services associated with Anne Shin-ells Park in the City of San Bernardino. Our proposal is divided into three sections.(1)Project Understanding and Basis for Proposal,(2) Scope of Services we propose to undertake and(3)Fees for Scope of Services. . If you have any questions or wish to discuss any aspect of this proposal,please do not hesitate to contact us. If this proposal meets with you approval, please issue the appropriate authorization, purchase order or contacts documents to this office for our mutual execution. We appreciate the opportunity to submit this proposal and look forward to working with the County on this project. Sincerely, lad duvtahw David Mlynarski, Principal david.mlynarskia.transtech,org;T:909 384 7464,Ext. 106 F:909 384 7475;www.transtech.org PREPARED BY: TRANSTECH ENGINEERS,INC. 413 MacKay Drive;San Bernardino,CA 92408;Toll Free 888.821.3888;909.384.7464;www.transtech.org PAGE 11 2014-167 . TRANSTECH L PROJECT UNDERSTANDING The purpose of the agreement is that the Client wishes to retain Consultant for preparation of a Plans,Specifications,and Estimates package for installation and construction of a modular . building,parking lot,and various improvements at Anne Shirrells Park. 1.F; U 7' trite k 1' t r 9 I r- 40 1 yy-_ yV ' 4 _ may'' : ,f T >> 1 { , ail if +`ra�lj,4,141 I1" � f . 1 t ' ! jiiq4 tsa„rg�r t) ti ah a a L r r 1 .,? '1 C ,,,. - 5 1 .;' ,t ,., Z 1 }a PREPARED BY: TRANSTECH ENGINEERS,INC. 413 MacKay Drive;San Bernardino,CA 92408;Toil Free 888.821.3888;909.384.7464;www.transtech.org PAGE 12 2014-167 OF2 TRANSTEChI II. SCOPE OF SERVICES Transtech proposes to provide the following scope of services: 1. Project and site research and review. 2. Meetings with Key Personnel: A. City of San Bernardino B. Community Development C. Department of Public Works/Surveyors Office 3. Prepare grading,electrical,and improvement plans. 4. Prepare project specifications. 5. Prepare a preliminary opinion of probable costs(Estimate). 6. Reproduction,printing,and reimbursables. PREPARED BY: TRANSTECH ENGINEERS,INC. 413 MacKay Drive;San Bernardino,CA 92408;Toll Free 888.821.3888;909.384.7464;www.transtech.org PAGE 13 2014-167 TRANSTECI III.FEE FOR SCOPE OF SERVICES Transtech proposes to provide the services for the above described work for the following fees. These fees are established upon our estimation of the level of service necessary for the scope of services items that would generally be based upon a request by the Client to perform a specific task or attend meetings,etc.Transtech will not exceed the fees without prior authorization by the Client. Transtech will invoice monthly on percentage complete basis or upon time and materials per our current schedule of hourly rates(enclosed).Any printing and miscellaneous process fees are reimbursable direct expenses and are billed at cost plus 10%for administration fee. 1. Project and site research and review. Fee: $2,000 2. Meetings with Key Personnel: A. City of San Bernardino B. Community Development C. Department of Public Works/Surveyors Office Fee: $4,000 1. Prepare grading,electrical,and improvement plans. Fee: $12,000 7. Prepare project specifications. Fee: $4,000 8. Prepare a preliminary opinion of probable costs(Estimate). Fee: $2,000 3. Reproduction,printing,reimbursables. Direct Reimbursable Budget Allocation: (to be charged at actual cost plus 10%) Total:$24,000 PREPARED BY: TRANSTECH ENGINEERS,INC. 43.3 MacKay Drive;San Bernardino,CA 92408;Toll Free 888.821.3888;909.384.7464;www.transtech.org PAGE 1 4 2014-167 • TRANSTECI1 TRANSTECH ENGINEERS,INC.STANDARD HOURLY RATES Effective through December 31,2013 Classification Hourly Rate Principal $165-$190 Senior Engineer $145-$160 Project Manager $140-$155 Project Engineer $130-$145 Staff Engineer $115-$130 CADD Designer $95-$110 Planner $125-$140 Transportation Analyst $115-$130 Plan Checker $85-$100 Construction Manager $140-$155 Inspector(PW) $85-$95 Inspector(Building) $65-$75 Engineering Technician $60-$70 Administrative/Clerical $45-$55 2-Man Survey Crew $190 Funds Analyst $105-$115 Expert Witness $250 Reimbursable direct expenses are billed at cost plus 10%for administration fee. PREPARED BY: TRANSTECH ENGINEERS,INC. 413 MacKay Drive;San Bernardino,CA 92408;Toll Free 888.821.3888;909.384.7464;www.transtech.org PAGE I 5