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HomeMy WebLinkAboutRau & Associates, Inc. 2008-03-25r 'S l I o March 28, 2008 Mr. George Rau Rau and Associates, Inc. 100 NORTH PINE STREET UKIAH CA 95482 RE: Notice to Proceed Agreement for Professional Services - for the preparation of legal descriptions and plats for acquisition of real property in fee title and certain easements in connection with the Orchard Avenue Bridge project Dear Mr. Rau: Enclosed please find a fully executed original agreement for your files By this letter you are authorized to proceed with the work indentified in the subject agreement, Attachment A, Page 1, Scope of Work. The work authorized under this agreement shall be completed within the time allotment identified in Section 3.1 of the Agreement. As such, all work shall be completed no later than April 28, 2008. 1 look forward to working with you on this project. Please do not hesitate to contact me at (707) 463-6296 if you have any questions. Sincerely, Richard J. Seanor Deputy Director of Public Works enc. cc: Tim Eriksen, Director of Public Works / City Engineer Rick Kennedy, Project Manager Linda Brown, City Clerk file 300 SEMINARY AVENUE, UKIAH, CA 95482-5400 Phone# 707/463-6200 Fax# 707/463-6204 Web Address: www.cityofukiah.com AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES [Design Professional] This Agreement, made and entered into this 1 day of ar , 2008 ("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Rau and Associates, 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 the preparation of legal descriptions for the acquisition of real property and easements within the jurisdiction of the city. b. Consultant represents that it has the qualifications, skills, experience and is 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 30 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 Design - ProfSvcsAgreement-March 21, 2008 PAGE 1 OF 8 exceed a guaranteed maximum dollar amount of $9,274. 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 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 Design - ProfSvcsAgreement-March 21, 2008 PAGE 2 OF 8 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: 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 "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 Design - ProfSvcsAgreement-March 21, 2008 PAGE 3 OF 8 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: $500,000 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. 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. 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. Design - ProfSvcsAgreement-March 21, 2008 PAGE 4 OF 8 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 February 28, 2008 to February 28, 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. Design - ProfSvcsAgreement-March 21, 2008 PAGE 5 OF 8 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, 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. Consultant's liability for professional negligence shall be limited to $500,000. 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. Design - ProfSvcsAgreement-March 21, 2008 PAGE 6 OF 8 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: MR. TIM ERIKSEN CITY OF UKIAH DEPT. OF PUBLIC WORKS 300 SEMINARY AVENUE UKIAH, CALIFORNIA 95482-5400 RAU AND ASSOCIATES, INC. 100 NORTH PINE STREET UKIAH, CALIFORNIA 95482 Design - ProfSvcsAgreement-March 21, 2008 PAGE 7 OF 8 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CONSULTANT BY: PRINT NAME: George C. Rau, P.E. C21908 PRESIDENT IRS IDN Number CITY OF UKIAH BY: PAT THOMPSON INTERIM CITY MANAGER ATTES L wn, CITY CLERK Date Date -5/. z 5 Date r=0g Design - ProfSvcsAgreement-March 21, 2008 PAGE 8 OF 8 "ATTACHMENT A, Pagel" Scope of Work Rau and Associates, Inc., also referred to herein as "RAU", will provide the following services for City of Ukiah herein also referred to as "City'. Work will include: Preparation of Legal Descriptions and Plats for acquisition of real property in fee title and certain easements in connection with the Orrs Creek Bridge Project ("The Project") on Orchard Avenue. The work entails the following tasks: ® Preparation of legal descriptions and plats for the acquisition of real property from Moreno & Company and from Rural Communities Housing Development Corporation ( 2 legal descriptions and 2 plats) ® Preparation of legal descriptions and plats for the acquisition of permanent easements for slopes, structures, and drainage outside of the area to be acquired in fee title from Moreno & Company and from Rural Communities Housing Development Corporation ( 2 legal descriptions and 2 plats) [The legal description for both Moreno & Company and Rural Communities Housing Development Corporation will have easement areas on both the north and on the south side of Orrs Creek, but both areas will be included in one legal description] ® Preparation of legal descriptions and plats for the acquisition of temporary construction easements for construction of drainage facilities and grading slopes outside of the area of the permanent easements and fee title property to be obtained from Moreno & Company and from Rural Communities Housing Development Corporation ( 2 legal descriptions and 2 plats) ® Computation of areas of each easement or fee title area ® Coordination with the bridge design firm, Winzler and Kelly, and with the City of Ukiah to assure that the easements will be adequate for construction and future maintenance of "The Project" ® Coordination with the City of Ukiah during negotiations to acquire property or easements with the individual landowners to the extent of explaining the factual content of the documents [ RAU has worked for both property owners in the past, and is currently working for Rural Communities Housing Development Corporation. Therefore, participation in any negotiations or actions to persuade any of the parties would be a conflict of interest for RAU] Deliverables: RAU will deliver six legal descriptions and six plats indicating the boundary of each legal description to the City. Responsibility of City: City shall prepare the appropriate deeds for each acquisition with reference in the appropriate paragraph of each deed to the deliverables provided by RAU. City shall be responsible for all title reports, appraisals, and any partial reconveyances required, as well as to perform all negotiations with the landowners. "ATTACHMENT A, Page 2" Work Schedule and Budget SCHEDULE OF WORK: RAU realizes that the timely performance of the services provided is an important element of this Agreement. RAU will endeavor to complete the work with due and reasonable diligence consistent with sound professional practice and within the time frame noted below. RAU and the Client agree to cooperate with each other in every way on the project and to solicit the cooperation of other parties who may influence the schedule of the work. The time of completion noted below is an estimate only and RAU is not responsible for circumstances beyond its control. It is also possible that as the project proceeds, sound professional practice may necessitate additional work being done and hence additional time may be needed for completion. RAU will begin the work within 2 days of receipt of this signed Agreement. RAU anticipates that work will be completed within 21 days after commencing work. RETAINER: None Required PAYMENT: Client agrees to pay a Maximum Not-to-Exceed Fee of $ 9,274, based upon time, fee schedule and direct project costs; also provided that if the work is canceled, terminated or otherwise discontinued without fault by RAU the work done to the date of termination shall be paid for on an hourly basis in accordance with "Attachment C", Schedule of Fees. If additional work is requested or required, which is not covered in the Scope of Work, the Client agrees to meet with representatives of RAU to discuss changes in the scope, schedule, cost or other Terms of Agreement. If modifications to the Agreement are required, RAU will prepare an amendment to the Agreement for Professional Consulting Services for execution by the Client and RAU. NOTE. Hourly rates on the Schedule of Fees are valid for one year from the date of this Agreement. Thereafter, if RAU raises its fees to all Clients, the Schedule of Fees for this project may be amended accordingly. "ATTACHMENT B" SCHEDULE OF FEES Effective January 1, 2008 Registered Civil Engineer Principal $162.00/hr. Registered Civil Engineer 140.00/hr. Associate Civil Engineer 140.00/hr. Project Manager 102.00/hr. Land Surveyor 96.00/hr. Lab-Survey Manager 112.00/hr. Staff Engineer/Staff Geologist 94.00/hr. Environmental and Resource Specialist 102.00/hr. Technician IV 72.00/hr. Technician III 66.00/hr. Technician II 54.00/hr. Technician I 38.00/hr. Instrument Operator (PW) 104.00/hr. Rodman (PW) 92.00/hr. Materials Tester (PW) 92.00/hr. Materials Tester W/ Gauge (PW) 96.00/hr. Administration 48.00/hr. Engineering Technician with Nuclear Gauge/Vehicle 96.00/hr. Vehicle Use 0.505/mile Outside Services Over $1,000 Cost + 5% Outside Services Under $1,000 (Aggregate amount) Cost + 15% Requested Overtime: 150% of Regular Rate Expert Witness/Testimony at Trial, Deposition, Arbitration $250.00/hr. (4 hour minimum) Laboratory Tests: Texture Analysis (Mendocino County Health Dept.) $ 38.00/ea. Unit Dry Weight-Moisture Content (Tube Sample or Ped) 22.00/ea. Sand Equivalent (CTM 217) 60.00/ea. Sieve Analysis - Coarse Aggregates (CTM 202) 40.00/ea. Sieve Analysis - Fine Aggregate (CTM 202) 70.00/ea. Sand Equivalent & Sieve Analysis 165.00/ea. Maximum Dry Density (ASTM D1557) 4" Mold 145.001ea. 6" Mold 162.00/ea. Maximum Dry Density (ASTM D698) 130.00/ea. Maximum Wet Density (CTM 216) 148.00/ea. Unit Weight of Aggregate (CTM 212) Method A or B 55.00/ea. Method C 39.00/ea. Crushed Particle Analysis (CTM 205) 67.00/ea. Cleanness Value (CTM 227) 67.00/ea. Durability Index (CTM 229) 140.00/ea. Specific Gravity & Absorption (CTM 206) 75.00/ea. Plasticity Index (ASTM 4318) 162.00/ea. Expansion Index (UBC Standard 18-2) 190.00/ea. Unit Weight of Fresh Concrete (CTM 518) Technician Hourly Rate Ball Penetration (CTM 533) Technician Hourly Rate Air Content of Fresh Concrete (CTM 504) Technician Hourly Rate Sample Preparation Times Technician Hourly Rate Special Equipment Rates: Supplemental Billings: Computer Aided Design Software $10.00/hr. Engineering Copies 24 X 36 $3.00/sheet Pachometer R-Meter $50.00/per day* Engineering Copies 18 X 26 $2.00/sheet Stream Flow Meter $150.00/per day* Stereo Air Photos $18.00/pair All Terrain Vehicle $45.00/per day* Assessor's Map Copies $2.00/sheet Generator $45.00/per day* Survey Monuments $3.00/each Pump $20.00/per day* Steel Fence Posts $3.00/each GPS Equipment $600/per day* Robotic Total Station $200/per day* * One Day Minimum Charge Invoices will be rendered monthly, as a final or progress billing, whichever applies, and are payable upon receipt, unless a mutually acceptable payment schedule has been established. Late Fees at a rate of 1 ''/z% per month, computed and charged monthly on the unpaid balances, shall be payable on accounts not paid within 30 days from invoice date.