Loading...
HomeMy WebLinkAboutProfessional Services Industries 2008-04-03AGREEMENTFOR PROFESSIONAL CONSULTING SERVICES This Agreement, made and entered into this 3rd day of April, 2008 ("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Professional Services Industries, 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 Geotechnical Inspection for the development of the Ukiah Skate Park. 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 60 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 $7,825.00. 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 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 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 shall be interpreted or construed as creating or establishing the relationship of employer and employee between Consultant and City. 2 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. 52 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. 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. A-rchitects'-a-nd-engineefs'-ec~e-&4-G -hender -~-te contr 3 B. Minimum Limits of Insurance Consultant shall maintain limits no less than: 1. 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 excess of the Consultant's insurance and shall not contribute with it. 4 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 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. Tire-pelie it-- ;'c1( j~5t c, ct ~c i1 cis 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 (34) 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. 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 event, the cost of insurance becomes part of the compensation due the contractor after notice to Consultant that City has paid the premium. 5 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.-~ tf 6.2 Indemnification. Notwithstanding the fo Cegoing insurance requirements, and in addition thereto, Consultant agrees to indemnify City for any claim, cost or liability that arises out of, or pertains to, or relates to the pormance 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. 6 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 PROFESSIONAL SERVICE INDUSTRIES DEPT. OF COMMUNITY SERVICES ATTN: Mr. Frank Pass 300 SEMINARY AVENUE 4703 Tidewater Avenue, Ste. B. UKIAH, CALIFORNIA 95482-5400 Oakland, CA 94601 7 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date; CITY OF UKIAH BY Date CITY MANAGER ATTEST- L nda-Yrown ` Date CITY CLERK 8 ATTACHMENT "A" Page 1 of 3 SECTION 5: APPROACH, SCOPE AND TIMING & UNDERSTANDING OF OBJECTIVES AND SCOPE OF ENGAGEMENT Based on information provided in a Request for Proposal dated March 3, 2008, the site consists of multiple parcels which measure approximately 1.35 acres in total plan area. Based on review of aerial photographs, the site is currently undeveloped. PSI understands that the site is to be developed with an approximately 20,000 square foot Concrete Skate Park with associated parking and prefabricated restroom. In a conversation with Mr. Guy Mills of the City of Ukiah, he stated that the City is currently having the site evaluated for possible environmental contamination and that based on those results, the location of the skate park will then be determined. Detailed structural loading for the proposed structures was not provided, however based on our experience with this type of construction, loading for the proposed structure will be relatively light. For the purposes of our study we have assumed maximum column loads of 100 to 150 kips and a typical continuous footing load of 3,000 pounds per linear foot. We assume that final grades will be close to existing and cuts and fills over much of the site will be limited to 2 feet, except as necessary for the on-grade parking area at the rear of the site. Should any of the above information or assumptions made by PSI be inconsistent with the planned construction, we request that you contact us immediately to allow us to make any necessary modifications to this proposal. PSI has reviewed Mendocino County drilling permit requirements and has determined that based on the possible environmental impacts at the Subject Property that a drilling permit will be required by Mendocino County. Additionally, due to the possible environmental impacts, the borings will be required to be grouted and that the drill cuttings will be stored in 55-gallon drums prior to characterization. The City of Ukiah will be responsible for the removal of the drums. Based on our review of the First Quarter 2007 Quarterly Groundwater Monitoring Report for the former Unocal site at 122 Leslie Street (within % mile south of the Subject Property), groundwater is typically between 5 and 10 feet below ground surface during the Spring. The following proposed scope of services pertains to a subsurface exploration for geotechnical purposes only. The scope of services for this phase does not include any environmental assessment for the presence or absence of wetlands or hazardous or toxic materials in the soil, surface water, groundwater, or air, on, below, or around the site. A minimum of two working days prior to performing the field drilling services, a representative of PSI will mark the site and call Underground Service Alert to notify utilities and public service agencies of the proposed drilling. PSI will locate the proposed borings in the field by measuring distances from existing site landmarks or property boundaries identified on the site plan provided. PSI will not be responsible for locating any private underground utilities. You are responsible for locating and identifying all private utilities prior to drilling. If you choose, for an additional $550.00, PSI will provide a subcontract utility location service to check the boring locations for existing private underground utilities. Additionally, PSI will obtain a permit from the Mendocino County Environmental Health C2 17 770 Page 24 ATTACHMENT "A" Page 2 of 3 Department (MEHD) prior to drilling. All field services will be coordinated with site contact(s) as designated by you. We propose to perform eight (8) soil test borings within the proposed building footprint. All eight of the borings will be drilled to 10 feet below existing grade or, to refusal, whichever is shallower. As the exact location of the proposed skate park is unknown, PSI will spread the borings across the 1.35 acre site. The total linear footage of drilling planned is 80 feet. We will attempt to obtain relatively undisturbed samples from the test borings and also perform Standard Penetration Tests (SPTs) at various elevations, not exceeding 5-foot intervals, for laboratory soil classification tests. Upon completion, each boring will be backfilled with grout to the existing grade in accordance with MEHD permit requirements. Upon completion of the field exploration, laboratory testing will be performed on representative soil samples to evaluate their engineering properties relevant to the project, which may include grain size, shear strength, compressibility, plasticity, expansion, sulfate and chloride content, and density characteristics. The natural soil moisture content will also be determined on representative samples. Field and laboratory testing will be performed in general accordance with ASTM Standards. The results of drilling, sampling and laboratory testing will be evaluated by a registered professional engineer specializing in the geotechnical field. A report will be prepared which includes the following: ® Project Information. Geologic overview of the project area. ® Site Topographic Information and Surface Conditions. ® Review of Subsurface Conditions including groundwater. s Review of Field and Laboratory Test Procedures and Test Data. ® Information on potentially expansive, deleterious, chemically active materials, if any. • Figures including a site plan with boring locations and boring logs. ® CBC soil profile type and seismic zone coefficients for use in seismic design (CBC, 2007). ® Site Grading and Cut/Fill considerations, including recommended fill material characteristics and compaction requirements for general site fill, backfill, and slab subgrades, including an assessment as to the suitability of on-site soils for use as fill. ® Soil pressures for Retaining Wall design including bearing capacity. ® Recommendations Pertaining to Design and Construction of the skate park, including allowable soil bearing pressures, anticipated bearing depths and estimated settlements. P &:-:H -.mac.. Page 25 ATTACHMENT "A" Page 3 of 3 While our report will address liquefaction, it will not include a detailed evaluation of the factor of safety against liquefaction and estimation of dynamic settlement and/or lateral spread due to liquefaction. We can begin our work for the geotechnical exploration immediately upon receiving contract award and a copy of a scaled proposed improvement map. Currently, our drilling subcontractors have an approximately 5 to 10 day waiting period to schedule a drill date. Assuming favorable weather conditions and an anticipated 1 working days for field and 10 working days for laboratory activities, PSI proposes to deliver the report within 20 working days of completion of the fieldwork or a total project time of 30 working days. Page 26 ATTACHMENT "B" Page 1 of 3 SECTION 7: MAXIMUM FEES PSI will perform the described geotechnical study for a lump sum fee of $7,825. Our fee assumes that all exploration locations will be accessible at the time of mobilization and that no delays or additional mobilizations will be required due to inaccessible boring locations. Boring, sampling, and testing requirements are a function of the subsurface conditions encountered. This estimated cost assumes that adequate bearing materials will be encountered within the planned boring depths. If unsuitable materials are encountered, the borings may need to be extended. Additional work required beyond the scope of services included in this proposal (e.g., access problems, or other such factors beyond PSI's control) will be invoiced on a time and expense (cost plus 20%) basis. We will not exceed the Lump Sum Fee without your prior approval. Our fee estimate covers the activities required to present our findings in report form. Our fees do not include time to prepare or review construction drawings or specifications, attend special meetings, conferences or any other activities requested after submittal of our reports. Review of grading and foundation plans, if requested, will be performed on a time and expense basis in accordance with our standard fee schedule (attached). After our review we will prepare a letter that presents our conclusions as to the conformance of the plans with our geotechnical soils report. If necessary, we will provide revisions to our report. If additional engineering or discussions with the project structural engineer or city/county officials is required, additional cost may be necessary. A detailed cost estimate is attached for your reference. 1. Field Reconnaissance & Subsurface Exploration A. Job Set-Up (Underground Service Alert , Permits, Sc heduling) Estimate: 4 hours @ $95.00 per hour $380.00 B. Permit Fees Estimate: I permit cr $380.00 per site $380.00 C. Staff Geologist Estimate: 10 hours @ $85.00 per hour $850.00 E. Field Vehicle Estimate: 2 days @ $100.00 per day $200.00 F. Drill Rig with Two Man Crew Estimate: 8 hours @ $200.00 per hour $1,600.00 Grout: 24 bags @ $10.00 per bag $240.00 SUBTOTAL - FIELD $3,650.00 II. Laboratory Testing A. Sieve Analysis Estimate: 3 tests @ $80.00 per test $240.00 B. Sulfate and Chloride Content Estimate: I test @ $85.00 per test $85.00 C. Direct Shear Test Estimate: 2 tests @ $300.00 per test $600.00 ~~al Page 28 ATTACHMENT "B" Page 2 of 3 4. Atterberg Limits D. (LL/PL) Estimate: I tests @ E. Consolidation Test Estimate: 1 test @ F. pH and Resistivity Estimate: I test @ 1. Sieve - Minus #200 Estimate: I test cr J. In-Place Moisture & Density Estimate: 10 tests @ $125.00 per test $125.00 $250.00 per test $250.00 $95.00 per test $95.00 $60.00 per test $60.00 $35.00 per test $350.00 SUBTOTAL - Lab Testing $1,805.00 III. Report Preparation A. Staff Geologist Estimate: 10 hours @ $95.00 per hour $950.00 C. Senior Engineer Estimate: 5 hours @ $135.00 per hour $675.00 D. Senior Technical Reviewer Estimate: I hours @ $135.00 per hour $135.00 F. Drafting Services Estimate: 6 hours a $85.00 per hour $510.00 G. Report Production, Maps, Miscellaneous $100.00 SUBTOTAL - Report Preparation 52,370.00 ESTIMATED TOTAL $7,825.00 LUMP SUM TOTAL = $7,825.00 i Page 29 ATTACHMENT "B" Page 3 of 3 SECTION 9: HOURLY RATES OF FIRMS EMPLOYEES Professional Level Staff Hourly Rates Expert Witness Testimony $300.00 Chief Engineer $200.00 Professional Engineer $165.00 Program Manager $165.00 Registered Geologist $135.00 Senior Geologist $135.00 Project Geologist $105.00 Project Engineer $105.00 Staff Geologist $95.00 Staff Engineer $95.00 Staff Environmental Scientist $85.00 CADD $85.00 Clerical $65.00 Instrumentation Costs Rates pH/Conductivity Meter $150.001day Dissolved Oxygen Meter $100.00/day Water Level Sounder $80.00/day GPS Unit $350.00/day Field Vehicles $150.00/day Hand Auger Equipment $150.00/day GENERAL NOTES: Reimbursable Expenses: Equipment, travel, shipping, reproductions, long distance phone calls and/or any outside services performed will be billed at costs plus 20%, unless billed directly to and paid by client. Travel Charges: Mileage to and from project will be billed at $0.60 per mile for those projects outside of 15 miles from our office. Overtime: More than eight (8) hours per day: Monday-Friday Add 50% Saturdays Add 50% Sundays or Holidays Add 100% More than twelve (12) hours per day: Second or Third Shifts Add 50% Holidays: PSI recognizes all National Holidays. "Due diligence costs are site specific, however this price is presented as a typical cost. ~~L1~nJ Page 30