HomeMy WebLinkAboutEBA Engineering 2008-04-14AGREEMENT FOR
PROFESSIONAL ENVIRONMENTAL ENGINEERING SERVICES
This Agreement, made and entered into this H day of April, 2008 ("Effective Date"), by
and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and EBA
ENGINEERING, a professional corporation Isola proprietorship, corporation, partnership, limited partnership, limited
liability company, etc.] organized and in good standing under the laws of the state of California,
hereinafter referred to as "Consultant".
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to conducting due diligence for the acquisition
of the nine property parcels located at the southwest corner of Gobbi and Orchard
Streets in Ukiah, California.
b. Consultant represents that it has the qualifications, skills, experience and properly
licensed to provide these services, and is willing to provide them according to the terms
of this Agreement.
C. City and Consultant agree upon the Scope-of-Work and Work Schedule attached hereto
as Attachment "A", describing contract provisions for the project and setting forth the
completion dates for the various services to be provided pursuant to this Agreement.
TERMS OF AGREEMENT
1.0 DESCRIPTION OF PROJECT
1.1 The Project is described in detail in the attached Scope-of-Work (Attachment "A").
2.0 SCOPE OF SERVICES
2.1 As set forth in Attachment "A".
2.2. Additional Services. Additional services, if any, shall only proceed upon written
agreement between City and Consultant. The written Agreement shall be in the form of
an Amendment to this Agreement.
3.0 CONDUCT OF WORK
3.1 Time of Completion. Consultant shall commence performance of services as required
by the Scope-of-Work upon receipt of a Notice to Proceed from City and shall complete
such services within 14 days from receipt of the Notice to Proceed. Consultant shall
complete the work to the City's reasonable satisfaction, even if contract disputes arise or
Consultant contends it is entitled to further compensation.
4.0 COMPENSATION FOR SERVICES
4.1 Basis for Compensation. For the performance of the professional services of this
Agreement, Consultant shall be compensated on a time and expense basis not to
exceed a guaranteed maximum dollar amount of $13,400.00. Labor charges shall be
based upon hourly billing rates for the various classifications of personnel employed by
Consultant to perform the Scope of Work as set forth in the attached Attachment B,
which shall include all indirect costs and expenses of every kind or nature, except direct
expenses. The direct expenses and the fees to be charged for same shall be as set
forth in Attachment B. Consultant shall complete the Scope of Work for the not-to-
exceed guaranteed maximum, even if actual time and expenses exceed that amount.
4.2 Chances. Should changes in compensation be required because of changes to the
Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in
compensation. "Changes to the Scope-of-Work" means different activities than those
described in Attachment "A" and not additional time to complete those activities than the
parties anticipated on the date they entered this Agreement.
4.3 Sub-contractor Payment. The use of sub-consultants or other services to perform a
portion of the work of this Agreement shall be approved by City prior to commencement
of work. The cost of sub-consultants shall be included within guaranteed not-to-exceed
amount set forth in Section 4.1.
4.4 Terms of Payment. . Payment to Consultant for services rendered in accordance with this
contract shall be based upon submission of monthly invoices for the work satisfactorily
performed prior to the date of the invoice less any amount already paid to Consultant,
which amounts shall be due and payable thirty (30) days after receipt by City. The
invoices shall provide a description of each item of work performed, the time expended
to perform each task, the fees charged for that task, and the direct expenses incurred
and billed for. Invoices shall be accompanied by documentation sufficient to enable City
to determine progress made and to support the expenses claimed.
5.0 ASSURANCES OF CONSULTANT
5.1 Independent Contractor. Consultant is an independent contractor and is solely
responsible for its acts or omissions. Consultant (including its agents, servants, and
employees) is not the City's agent, employee, or representative for any purpose.
It is the express intention of the parties hereto that Consultant is an independent
contractor and not an employee, joint venturer, or partner of City for any purpose
whatsoever. City shall have no right to, and shall not control the manner or prescribe the
method of accomplishing those services contracted to and performed by Consultant
under this Agreement, and the general public and all governmental agencies regulating
such activity shall be so informed.
Those provisions of this Agreement that reserve ultimate authority in City have been
inserted solely to achieve compliance with federal and state laws, rules, regulations, and
interpretations thereof. No such provisions and no other provisions of this Agreement
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shall be interpreted or construed as creating or establishing the relationship of employer
and employee between Consultant and City.
Consultant shall pay all estimated and actual federal and state income and self-
employment taxes that are due the state and federal government and shall furnish and
pay worker's compensation insurance, unemployment insurance and any other benefits
required by law for himself and his employees, if any. Consultant agrees to indemnify
and hold City and its officers, agents and employees harmless from and against any
claims or demands by federal, state or local government agencies for any such taxes or
benefits due but not paid by Consultant, including the legal costs associated with
defending against any audit, claim, demand or law suit.
Consultant warrants and represents that it is a properly licensed professional or
professional organization with a substantial investment in its business and that it
maintains its own offices and staff which it will use in performing under this Agreement.
5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely
to City. Consultant has no interest and will not acquire any direct or indirect interest that
would conflict with its performance of the Agreement. Consultant shall not in the
performance of this Agreement employ a person having such an interest. If the City
Manager determines that the Consultant has a disclosure obligation under the City's
local conflict of interest code, the Consultant shall file the required disclosure form with
the City Clerk within 10 days of being notified of the City Manager's determination.
6.0 INDEMNIFICATION
6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for
the duration of this Agreement insurance against claims for injuries to persons or
damages to property, which may arise from or in connection with its performance under
this Agreement.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office ("ISO) Commercial General Liability Coverage
Form No. CG 00 01 11 85.
2. ISO Form No. CA 0001 (Ed. 1187) covering Automobile Liability, Code 1
"any auto" or Code 8, 9 if no owned autos and endorsement CA 0025.
3. Worker's Compensation Insurance as required by the Labor Code of the
State of California and Employers Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the consultant's
profession. Architects' and engineers' coverage is to be endorsed to
include contractual liability.
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B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
General Liability: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage. If Commercial
General Liability Insurance or other form with a general aggregate limit is
used, the general aggregate limit shall apply separately to the work
performed under this Agreement, or the aggregate limit shall be twice the
prescribed per occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for
bodily injury and property damage.
3. Worker's Compensation and Employers Liability: Worker's compensation
limits as required by the Labor Code of the State of California and
Employers Liability limits of $1,000,000 per accident.
4. Errors and Omissions liability: $1,000,000 per occurrence.
C. Deductibles and Self-insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by
the City. At the option of the City, either the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects to the City, its officers,
officials, employees and volunteers; or the Consultant shall procure a bond
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverages
a. The City, it officers, officials, employees and volunteers are to be
covered as additional insureds as respects; liability arising out of
activities performed by or on behalf of the Consultant, products
and completed operations of the Consultant, premises owned,
occupied or used by the Consultant, or automobiles owned, hired
or borrowed by the Consultant. The coverage shall contain no
special limitations on the scope-of-protection afforded to the City,
its officers, officials, employees or volunteers.
b. The Consultant's insurance coverage shall be primary insurance
as respects to the City, its officers, officials, employees and
volunteers. Any insurance or self-insurance maintained by the
City, its officers, officials, employees or volunteers shall be in
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excess of the Consultant's insurance and shall not contribute with
it.
G. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the City, its officers, officials,
employees or volunteers.
d. The Consultant's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect
to the limits of the insurer's liability.
2. Worker's Compensation and Employers Liability Coverage
The insurer shall agree to waive all rights of subrogation against the City,
its officers, officials, employees and volunteers for losses arising from
Consultant's performance of the work, pursuant to this Agreement.
3. Professional Liability Coverage
If written on a claims-made basis, the retroactivity date shall be the
effective date of this Agreement. The policy period shall extend from April
21, 2008 to April 20, 2010.
4. All Coverages
Each Insurance policy required by this clause shall be endorsed to state
that coverage shall not be suspended, voided, canceled by either party,
reduced in coverage or in limits except after thirty (30) days prior written
notice by certified mail, return receipt requested, has been given to the
city.
E. Acceptabilit ry of Insurers
Insurance is to be placed with admitted California insurers with an A.M. Best's
rating of no less than A- for financial strength, AA for long-term credit rating and
AMB-1 for short-term credit rating.
F. Verification of Coverage
Consultant shall furnish the City with Certificates of insurance and with original
Endorsements effecting coverage required by this Agreement. The Certificates
and Endorsements for each insurance policy are to be signed by a person
authorized by that insurer to bind coverage on its behalf. The Certificates and
Endorsements are to be on forms provided or approved by the City. Where by
statute, the City's Workers' Compensation - related forms cannot be used,
equivalent forms approved by the Insurance Commissioner are to be substituted.
All Certificates and Endorsements are to be received and approved by the City
before Consultant begins the work of this Agreement. The City reserves the right
to require complete, certified copies of all required insurance policies, at any
time. If Consultant fails to provide the coverages required herein, the City shall
have the right, but not the obligation, to purchase any or all of them. In that
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event, the cost of insurance becomes part of the compensation due the
contractor after notice to Consultant that City has paid the premium.
G. Subcontractors
If Consultant uses subcontractors or sub-consultants, it shall cover them under
its policies or require them to separately comply with the insurance requirements
set forth in this Paragraph 6.1.
6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition
thereto, Consultant agrees to indemnify the City for any claim, cost or liability that arises
out of, or pertains to, or relates to the performance of services under this contract by
Consultant, but this indemnity does not apply to liability for damages for death or bodily
injury to persons, injury to property, or other loss, arising from the sole negligence, willful
misconduct or defects in design by the City, or arising from the active negligence of the
City.
"Indemnify," as used herein includes the expenses of defending against a claim and the
payment of any settlement or judgment arising out of the claim. Defense costs include
all costs associated with defending the claim, including, but not limited to, the fees of
attorneys, investigators, consultants, experts and expert witnesses, and litigation
expenses.
References in this paragraph to City or Consultant, include their officers, employees,
agents, and subcontractors.
7.0 CONTRACT PROVISIONS
7.1 Ownership of Work. All documents furnished to Consultant by City and all documents or
reports and supportive data prepared by Consultant under this Agreement are owned
and become the property of the City upon their creation and shall be given to City
immediately upon demand and at the completion of Consultant's services at no
additional cost to City. Deliverables are identified in the Scope-of-Work, Attachment "A".
All documents produced by Consultant shall be furnished to City in digital format and
hardcopy. Consultant shall produce the digital format, using software and media
approved by City.
7.2 Governing Law. Consultant shall comply with the laws and regulations of the United
States, the State of California, and all local governments having jurisdiction over this
Agreement. The interpretation and enforcement of this Agreement shall be governed by
California law and any action arising under or in connection with this Agreement must be
filed in a Court of competent jurisdiction in Mendocino County.
7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments
set forth the entire understanding between the parties.
7.4 Severability. If any term of this Agreement is held invalid by a court of competent
jurisdiction, the remainder of this Agreement shall remain in effect.
7.5 Modification. No modification of this Agreement is valid unless made with the agreement
of both parties in writing.
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7.6 Assignment. Consultant's services are considered unique and personal. Consultant
shall not assign, transfer, or sub-contract its interest or obligation under all or any portion
of this Agreement without City's prior written consent.
7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement
shall be a waiver of any other or subsequent breach of the same or any other covenant,
term or condition or a waiver of the covenant, term or condition itself.
7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of
the Agreement; 2) because funds are no longer available to pay Consultant for services
provided under this Agreement; or 3) City has abandoned and does not wish to complete
the project for which Consultant was retained. A party shall notify the other party of any
alleged breach of the Agreement and of the action required to cure the breach. If the
breaching party fails to cure the breach within the time specified in the notice, the
contract shall be terminated as of that time. If terminated for lack of funds or
abandonment of the project, the contract shall terminate on the date notice of
termination is given to Consultant. City shall pay the Consultant only for services
performed and expenses incurred as of the effective termination date. In such event, as
a condition to payment, Consultant shall provide to City all finished or unfinished
documents, data, studies, surveys, drawings, maps, models, photographs and reports
prepared by the Consultant under this Agreement. Consultant shall be entitled to
receive just and equitable compensation for any work satisfactorily completed
hereunder, subject to off-set for any direct or consequential damages City may incur as
a result of Consultant's breach of contract.
7.9 Duplicate Originals. This Agreement may be executed in duplicate originals, each
bearing the original signature of the parties. When so signed, each such document shall
be admissible in administrative or judicial proceedings as proof of the terms of the
Agreement between the parties.
8.0 NOTICES
Any notice given under this Agreement shall be in writing and deemed given when
personally delivered or deposited in the mail (certified or registered) addressed to the
parties as follows:
CITY OF UKIAH EBA ENGINEERING
DEPT. OF PUBLIC UTILITIES DAVID NOREN, R.E.A.
300 SEMINARY AVENUE 825 SONOMA AVENUE, SUITE C
UKIAH, CALIFORNIA 95482-5400 SANTA ROSA, CA 95404
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9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
PRIM NAME:
Da
IRS IDN Number
CIT IAH
~ 4
Date
CITY MANAGER
Date
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ATTACHMENT "A"
Page 1 of 3
C!!?L S ENS?R01MENTAL ENGINEERS
April 7, 2008
Mr. Mike Keller
Interim Electric Director
City of Ukiah
300 Seminary Avenue
Ukiah, California 95182
SUBJECT: PROPERTY.' DUI: DILIGENCE
ORCHARD & GOBBI STREET PROPERTIES
UKIAH, CALIFORNIA
Dear Mr. Keller:
EBA ENGINEERING {EBA} is pleased to present a cost estimate to conduct due
diligence for the acquisition of the nine property parcels located al the southwest corner
of Gobbi and Orchard Streets in Ukiah, California. It is our understanding that the City
of Ukiah is considering acquiring the properties as part of an expansion of the City
electrical system. The following presents two phases of work that include the completion
of a Phase I Environmental Site Assessment (ESA) for properties parcels and a study and
mapping of recorded property boundaries and easements. The following sets forth a
scope of work and provides a cost estimate for completion of the work.
SCOPE OF WORD
1 ask 1- Phase I Enyronmental Site Assessment
EBA understands that you are requesting a Phase I ESA be completed for the project site
properties. As per your request a Phase I Environmental Site Assessment will be
performed to obtain information regarding known, suspected or potential eontaminadon
by hazardous materials or waste at the project site.
A Phase I ESA must comply with ASTM Standards E1527-05 for Environmental Site
Assessments. The purpose of the Phase I site investigation is to assess the possible
contamination of the subject site with hazardous or toxic substances or wastes. A site
may contain these substances or wastes as a result of current or past site activities,
unauthorized dumping or disposal, or migration of contaminants from adjacent or nearby
properties. To determine the condition of the site with respect to environmental liability,
the assessor will perform the following tasks:
LAW%,-id\bd\Ptrlse I Qluole\City of UH111 .doe
825 Sonoma Avenue, Suite C Santa Rosa, California 95404 (707) 544.0784 FAX (707) 544.0866
Also in Southern California
ATTACHMENT "A"
Page 2 of 3
Review past and current land use for indications of the manufacture, generation,
use, storage, and/or disposal of hazardous substances;
® Evaluate the potential for site soil and/or groundwater- contamination resulting
from past and present site land use activities and, to the extent possible, adjacent
off-site operations;
Render findings and professional opinions regarding the potential for
environmental contamination at the site; and
Recommend further investigations, if necessary, to evaluate whether
contamination and/or environmental hazards exist at the locations identified.
In completion of the scope of work:, the assessor will review Federal, State and Local
Regulatory Agency files, perform a site reconnaissance, and interview carTent property
owners/occupants and local government officials. A written report will be provided upon
completion that provides findings and recommendations regarding the site condition.
Task 2: ALTA Survey
This task consists of the preparation of an American Land Title Association (ALTA)
Land Title Survey for the nine parcels identified as APN 003-151-34, -35 and 003-582-
08, -04, -28, -29, -30, -33, and -34. The survey will be performed in accordance with the
Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys as
adopted by the American Land Title Association, American Congress on Surveying
Mapping, and National Society of Professional Surveyors. The survey will be performed
on the ground and will include to the following:
® Property boundary dimensions and relationships based on field measurements and
record information;
® Vicinity Map;
• Building footprint and relationship to property boundary;
• Legal description of property boundary;
e Identification of adjacent properties and surveys of record;
o All easements of record as identified on the Preliminary Title Report;
s Location of primary access ways onsite and at public right of ways..
e Location of visible utilities, outside the building limits; and
a Surveyors Certification.
COST ESTIMATE & SCHEDULE
The cost to implement the above scope of work is not-to-exceed as follows:
Task 1: Phase 1 Eni,ironnienlal SiteAssessmetu $4,200
LADavithbdWhase 1 CrattttKily of Ukialt.due
ATTACHMENT "A"
Page 3 of 3
Task 2: ALTA Sui-iley
$9,200
It is our understanding that time is of the essence with regarding to completing this
project. As such all work will be completed within two weeks of an authorization to
proceed.
ASSUMPTIONS
hi preparation of this cost estimate EBA has made the following assumptions:
0 There is free and open. access to the project site; and
EBA will be provided a Title Report for the project site that includes the legal
property description.
CONCLUSIONS
Throughout this project additional new information may become available. This new
information may result in a change in the Scope of Work, which may result in a change in
the cost of the project. EBA will notify the client when there is a change in the cost and
will not proceed without prior approval of the changes from the client. Thank you for
allowing EBA this opportunity to perform environmental services for you. Should you
have any questions or comments regarding this cost estimate, please contact EBA at
(707) 544-0781. EBA will implement this Scope of Work immediately upon the Client's
approval.
-incerely, "In
y
r EI3`A ENGINEERING -avid r`
Noren, R.E.A.
Manager of Environmental Services
Dale Solheim, P.E.
Principal Engineer
LADavhWidli'latac i Quolc\City of Ukizhduc 3
ATTACHMENT {{B{{
Page 1 of 1
.1
CivIL S ENtfmalwENrw ENG/NEEns
STANDARD SCHEDULE OF FEES AND RATES
Chief Geologist/Principal Engineer ...................................................$145.00 per hour
Senior Geologist/Senior Engineer ......................................................$105-$125.00 per hour
Project Geologist/Proiect Enginee..................................................... $ 85.00 - $120.00 per hour
Project Manager 95.00 - $125.00 per hour
Staff Geologist/Staff Engineer 75.00 - $ 95.00 per hour
Survey: 3 Man Crew ..........................................................................$195.00 per hour
Survey: 2 Man Crew ..........................................................................$175.00 per hour
Survey: 1 Man Crew ..........................................................................$145.00 per hour
Senior Environmental Scientist/Specialist 75.00 - $105.00 per hour
Environmental Scientist/Specialist 60.00 - $ 95.00 per hour
Design Draftsperson 75.00 - $ 90.00 per hour
Word Processing 45.00 per hour
Administrative 60.00 per hour
Systems Manager 65.00 per hour
Depositions or court proceedings .......................................................200%a of usual rates
Subconsultants ...................................................................................Cost plus 15%
Prints and materials ............................................................................Cost plus 15%
Miscellaneous expenses .....................................................................Cost plus 15%
Effective Alarch 2008
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825 Sonoma Avenue, Suite C Santa Rosa, California 95404 (707) 544-0784 FAX 1707) 544-0866
Also in Soulliern California