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HomeMy WebLinkAboutGaravaglia Architecture, Inc. 2009-07-28AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES [Design Professional] This Agreement, made and entered into this / day of 2009 ("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereina r refe ed to as "City" and Garavaglia Architecture, Inc., a corporation 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 coordination with the Division of the State Architect and modification of project bid documents for the rehabilitation of the Ukiah Railroad Depot. 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 calendar 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 $4,900. Labor charges shall be based upon hourly billing rates for the various classifications of personnel employed by Ukiah Railroad Depot Rehabilitation - Coordination with Division o($tate Architect -Garavaglia Architecture, Inc. Design - PrnlSvcsAgreement-M19arch 11), 3008 PAGE I OF 7 Consultant to perform the Scope of Work as set forth in the attached Attachment A, 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 A. 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 Changes. 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 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 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 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 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 Ukiah Railroad Depot Rehabilitation - Coordination with Divisinn orState Architect -Gimmwlia Architecture. Inc Design - PrutSvcsAgreement-bIarch 19, 2008 PAGE 2 OF 7 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: Insurance Services Office ("ISO) Commercial General Liability Coverage Form No. CG 00 01 11 85. 2. ISO Form No. CA 0001 (Ed. 1/87) 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. 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. Ukiah Railroad Depot Rehabilitation -Coordination with Division of State Architect- Garavaglia Architecture, Inc. Desi_n-PiolSVCsAereenlCnt-March Ir). 2005 P.AGC _ OP 7 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: 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. 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 excess of the Consultant's insurance and shall not contribute with it. C. 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 Ukiah Railroad Depot Rehabilitation - Coordination with Division or State At chiteet -Garavaglia Architecture, Inc Design - Pi otSvcsAgreement-Mareh 19, 2008 PAGE 4 OF 7 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 June 12, 2009 to July 31, 2009. 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. Acceptability 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. 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 event, after notice to Consultant that City has paid the premium, the cost of insurance may be deducted from the compensation otherwise due the contractor under the terms of this Contract. 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 negligence, recklessness, or willful misconduct of the Consultant and its agents in the performance of services under this contract, but this indemnity does not apply to liability for damages for death or bodily injury to persons, Ukiah Railroad Depot Rehabilitation -Coordinalion with Division of State Architect - Gamaglia Architeclure. Inc. Design - ProfSvcsAgrecment-March 19, 2003 PAGE S OP 7 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 Documents and 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. 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 Llklah Railnnd Depot Rehnbilnauon - Coordination with Division oFSIme Architect -Grin aglia ArchitecturC, Inc. Design- ProNN csAgreement-March 19, 2003 PAGE o OR 7 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: MR. TIM ERIKSEN MR. MICHAEL A. GARAVAGLIA, AIA CITY OF UKIAH, DPW GARAVAGLIA ARCHITECTURE, INC. 300 SEMINARY AVENUE 1 SUTTER ST. SUITE 910 UKIAH, CALIFORNIA 95482-5400 SAN FRANCISCO, CALIFORNIA 94104 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CONS LTAN -GARAVAGLIA ARCHITECTURE, INC. A CALIFORNIA CORPORATION MICHAE A. RAVAGL[A Date 20-4055326 IRS IDN Number CITY OF UKIAH ~r JANE CHAMBERS Date - O CITY MANAGER PAGE 7 Of 7 Date Ukiah Railroad Depot Rehabilitation -Coordination with Division of State Architect - Garncaglia .Architecture. Inc. Design - ProfSvcsAgreement-March 10, 2008 G A-RA VA" G; L' -1 i I ~ I 24 June 2009 '"T, sI I Tip 910 1 Rz- 94104 r o r ?d , Rick Seanor Deputy Director of Public Works City of Ukiah 300 Seminary Avenue Ukiah, CA 95482-5400 Re: Additional Services Proposal Response to DSA Comments Dear Rick: We were glad to be of assistance in getting the project through DSA review. We are submitting this proposal for additional services related to the time spent along with reimbursable expenses. The three task phases as listed below were part of the original contract so the information and work product are built upon for the proposed additional services. Task 1- Project Start-up This task has been completed. Task 2 - Design Development This task has been completed Task 3 - Construction / Bid Documents This task has been completed. 11111ov ltil"l" Tr€lditiol3 I Ukiah Railroad Depot Additional Service Proposal 24 June 2009 The following scope for additional services is based on our understanding of the project and detailed knowledge of the }wilding. Task numbering will be a continuation of the completed tasks; Task 4 - Caltrans / DSA Review - Coordination and response to DSA review The fee for this task is $4,800 Reimbursable Expenses $100 This task has already been completed to help maintain City schedule for bid and award of contract. Page 2 of 4 Ukiah Railroad Depot Additional Service Proposal 24 June 2009 Fee Information Schedule of Payments Payments on monthly invoices are due 21 days after the date of the invoice. Interest in the amount of Vlo per month, or 12% per annum, will be added to any amounts past due. Work will stop when payments are overdue more than 21 days from the date of the invoice. Reimbursable expenses such as computer plots, blueprinting, copies, delivery, photographs, consultants contracted through our firm, permit submittal fees paid by us, etc. will be charged back to you as they occur on a monthly basis. There is a 1.15 multiplier for all reimbursable expenses. Billing Rates The services above are based on our billing rates. If additional services are desired, our fees shall be broken into the same rates as follows: 2009 Rate Schedule Category Hourly Rate Principal $175.00 Senior Project Manager $135.00 Preservation Services Manager $120.00 Project Manager $120.00 Architectural Conservator $110.00 Job Captain $100.00 Senior Architectural Historian $105.00 Designer $95.00 Architectural Historian $95.00 Senior Drafter $90.00 Intermediate Drafter $85.00 Research Assistant $80.00 LEED AP $100.00 Clerical $65.00 Additional Services We have found that some clients desire additional services once the project begins, such as multiple designs, changes in project scope or service level, design changes resulting from reductions in the construction budgets, etc. Its is our intent to notify you of the cost implications of any requested additional service and obtain authorization before we proceed. Page 3 of 4 Ukiah Railroad Depot Additional Service Proposal 24 June 2009 GENERAL CONDITIONS 1. The Architect shall perform its services as expeditiously as is consistent with professional skill and care, in the orderly progress of the work. 2. The Owner shall furnish to the Architect surveys describing the physical characteristics, legal limitation and utility locations for the site of the Project, and written legal description of the site. The Owner shall provide the services of a geotechnical engineer or other consultants as such may be reasonably necessary for the project. 3. Neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the contract or a method of determining good prices, or over competitive bidding, market for negotiation conditions. Accordingly, the Architect cannot and does not warrant that bids or negotiated prices will not vary form any estimate of construction cost or evaluation prepared or agreed to by the Architect. 4. The Architect and the Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous material in any form at the Project site, including but not limited to, asbestos, asbestos products, PCB'S or other toxic substances, and other materials not yet known to be hazardous. 5. The Drawings, Specifications and other documents prepared by the Architect for this Project are instruments of the Architect's services for use solely with respect to this Project. The Architect is the author of these documents and retains all common law, statutory and other reserved rights, including the copyright. 6. This Agreement shall be governed by the laws of the State of California. 7. The Architects is not responsible for construction means, methods, techniques or job site safety, these being solely the responsibility of the Contractor. 8. The Architect is not responsible of identifying, locating, discovering, removal or treatment (remediation) of any hazardous waste or materials, known or unknown, at the Project site or any damages, of any type, arising out of or related in any way to the presence of hazardous material at the Project site, including, but not limited to, asbestos and PCB'S, as well as materials not yet identified as hazardous. 9. Any additional services requested by the Owner shall be compensated on an hourly basis in accordance with the rate schedule set out in this Agreement. 10. Should anY legal proceeding be co nmeneed between the parties to this Agreement seeking to enforce any of its provisions, including, but not limited to, I:ee provisions, the prevailing party in such a proceeding shall be entiHod, hi addition to tiuch other relied as may be granted, to a reasonable sum for attorneys' and expert witnesses' fees which shall be determined by the court or forum in such a proceeding or in a separate action brought for that purpose. For purposes of this provision, "prevailing party" shall include a party that dismisses and action for recovery hereunder in exchange of payment of the sum allegedly due, performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action or proceeding. 11. The Owner understands and acknowledges that in the remodeling or rehabilitation of existing structures, certain design and technical decision are made based on assumption that are based upon readily available documents and visual observations of existing conditions. Unless specifically directed in writing by the Owner, the Architect shall not perform or have performed any destructive testing or open any concealed portions of the Project in order to ascertain its actual condition. In the event that the Architect's assumptions, made in good faith, prove to be incorrect, the Owner agrees that the Architect shall not be held responsible for any additional work or costs required to correct any ensuing problems based upon such assumptions. The Owner further agrees to indemnify, defend and hold the Architect and its consultants harmless from and against any and all claims, liabilities, suits, demand, losses, costs and expenses, including, but not limited to, reasonable attorneys' fees and all legal expenses and fees incurred through appeal, and all interest thereon, accruing or resulting to any and all persons, firms or any other legal entities, on account of any damages or losses to property or person, including injuries or death, or economic losses, arising as a result of concealed or unknown conditions, except where the Architect is found to be solely liable as between the parties hereto as well as between any other persons, firms or legal entities for such damages or losses by a court or forum of competent jurisdiction. 12 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other. 13. Outcomes or reports cannot be predetermined or modified. Valid sources of information and resulting research undertaken within the context of professional practices lead to verifiable conclusions and stand as independent assessments. Page 4 of 4