HomeMy WebLinkAboutWinzler & Kelly 2010-10-19AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
[Design Professional]
This Agreement, made and entered into this , day of r m , 2010 ("Effective Date"), by
and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Winzler & Kelly, 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 preparation of a Letter of Map Revision to FEMA to
modify the floodway on Doolin Creek at South State Street and Talmage Road.
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 as particularly
described in CONSULTANT'S PROPOSAL 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 Consultant proposal dated September 7, 2010 and 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 the time frame established in the Scope of Services. 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
Design - ProfSvcsAgreement-November 20, 2008 W&K LOMB- Doolin Creek
PAGE 1 OF 7
maximum dollar amount of $37,860. 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 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
Design - ProNvuAgreement-November 20, 2008 W&K LOMIt - Doolin Creek
PAGE 2 OF 7
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.
2. Automobile Liability: $1,000,000 combined single limit per accident for bodily
injury and property damage.
Design -ProfSvesAgreement-November 20, 2008 W&K LOMB - Doolin Creek
PAGE 3 OF 7
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.
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.
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.
Design - ProfBvcsAgreement-November 20, 2008 W&K LOMR - Doolin Creek
PAGE 4 OF 7
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 to three years after the
City's final approval of the contract documents.
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, demand, cost, damages or
liability that arises out of, or pertains to, or relates to the negligence, recklessness or willful
misconduct of 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 to liability for damages for death or bodily injury to persons, injury to
property, or other loss, arising from the negligence or willful misconduct of anyone who is not a
party to this agreement or an agent or subcontractor to the Consultant.
"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
Design - ProfSvcsAgreement-November 20, 2008 W&K LOMB- Doolin Creek
PAGE 5 OF 7
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 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,
Design - ProfSvcsAgreement-November 20, 2008 W&K LOMR - Doolin Creek
PAGE 6 OF 7
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:
TIM ERIKSEN
CITY OF UKIAH, DPW
300 SEMINARY AVENUE
UKIAH, CALIFORNIA 95482-5400
9.0
CON
BY
PRINT NAME: ALEX CULICK
68-0274914
IRS IDN Number
CITY OF U
BY:
JANE CHAMBERS
fo\t-CITY MANAGER
ATTEST
0 JOANNE CURRIE
CITY CLERK
SIGNATURES
ALEX CULICK
WINZLER & KELLY
495 TESCONI CIRCLE
SANTA ROSA, CA 95401-4696
have executed this Agreement the Effective Date:
/Z 1
Date
10 l9 1-20 1
Date
/o - 17-/
Date
Design - ProfSvoAgreement-November 20, 2008 W &K LOMK - Doolin Creek
PAGE 7 OF 7
WINZLER&-x-KELLY
Ref. P32000000
September 7, 2010
Tim Eriksen, Director of Public Works/City Engineer
City of Ukiah Department of Public Works
300 Seminary Avenue
Ukiah, CA 95482
Re: Engineering Services to Prepare Letter of Map Revision (LOMR) to FEMA to modify
Floodway on Doolin Creek at State Street and Talmage Avenue
Dear Tim,
Per your request; Winzler & Kelly (W&K) is please to provide the City of Ukiah (City) with a cost
proposal to prepare a Letter of Map Revision (LOMR) package to be submitted to FEMA to modify the
floodway on Doolin Creek near the intersection of State Street and Talmage Avenue to reduce or
eliminate impacts to certain private property on State Street: AP # 003-530-11 (Siderakis); AP # 003-530-
16 (Rong) located on the west side of State Street and AP # 003-140-33 ((Tesoro); AP # 003-140-46
(Vanalyea) located on the east side of State Street.
As discussed at the project pre-proposal coordination meeting on August 26, 2010, this assignment will be
further defined as the investigation is completed. Until we get into the analysis, it is unclear if we can be
successful in changing the floodway; however, based upon a recent field visit with Rick Seanor,
Assistant Public Works Director, the floodway appears to be in error as State Street slopes northerly for a
long distance and the floodway cannot exist as currently shown (as though it is a flooded low point). In
short, our proposal is predicated upon this fiindamental assumption and the anticipated scope is provided
below for your approval. The level of effort to complete the assignment could be more or less depending
upon FEMA requirements and findings.
SCOPE OF SERVICES
Task i - Obtain most updated model and mapping from FEMA (Michael Baker): W&K will draft a
letter under City letterhead requesting this information. This will include existing LOMRs that have been
completed previously and will include not only the models developed but the work maps and topography
used in developing the models. There. should be no cost from FEMA since this is a request from the City.
Task 2 - Conduct Surveys to supplement FEMA cross sections for the project reach: W&K will
conduct surveys to develop additional cross sections for the FEMA model. Our initial site review
indicates that the topography does not necessarily support the FEMA mapping as illustrated in the most
recent LOMB.
Task 3: Prepare mapping and conduct discussions with FEMA/Michael Baker regarding our
survey findings and the existing LOMR to see if the LOMR could be modified based on revised
topography without additional modeling: W&K will prepare mapping with the LOMR
floodplain/floodway superimposed on it. We will forward to FEMA and have a discussion with them
about the results to see if changes can be assumed without additional modeling.
♦ 495 Tesconi Circle, Santa Rosa, CA 95401.4696
tel 707.523.1010 fax 707.527.8679
www.w-and-k.com
♦0
Mr. Tim Eriksen
September 7, 2010
Page 2
Task 4: Develop models necessary for a LOMR submittal package. To meet FEMA LOMB
requirements, W&K will develop the following models either in HEC-2 or HEC-RAS: Duplicate
Effective Model; Corrected Effective Model; Existing Conditions Model and Revised Conditions Model.
Task 5: Prepare LOMR Submittal Package to FEMA W&K will prepare a LOMB package for
submittal by the City
Task 6: Respond to FEMA Review Comments and Resubmit Package: W&K will respond to FEMA
review comments and prepare one (1) re-submittal package to be submitted by the City.
Task 7: Project Management Services: W&K will perform typical project management services
including monthly invoicing, coordination with team and City, teleconferences and quality
assurance/quality control reviews (QA/QC)
Assumptions:
1. A revised Conditions Model can be developed that does not impact the Floodplain/Floodway
water surface elevations.
2. If there is any increase in water surface due to the proposed changes, approval letters from
surrounding property owners will be required. In our proposal, we are assuming no increased
water surface elevation and that letters will not be required.
3. Only topographic surveys will be completed. It is assumed no boundary surveys will be required
and all ROW/property boundary information will be supplied by the City.
4. City will provided data from most recent FEMA mapping revisions (Rau and Associates)
We propose to complete the work for an estimated time and materials total fee of $37,860; our fee was
developed based upon the attached Project Fee Estimating Sheet. If you have any questions, please do
not hesitate to contact me.
Sincerely,
WINZLER & KELLY
Rick Jorgensen, P.E.
Project Engineer
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. W INZL F_R4 ,7 KELLY
FEE SCHEDULE - NORTHWEST
(Effective February 2010)
Hourly Rates r>
Principal
$ 180-260
Senior Project Engineer
130-190
Project Engineer
105-135
Staff Engineer
95-105
Senior Project Scientist
135-160
Project Scientist
90-125
Staff Scientist
70-100
Senior Planner
115-160
Staff Planner
90-100
3-Person Survey Crew
255-390
2-Person Survey Crew
170-270
1-Person Survey Crew
85-175
Construction Manager
100-170
Construction Inspector
85-125
Professional Land Surveyor
145-160
Staff Surveyor/LSIT
95-115
Technician
60-100
Designer
80-120
CADD
45-90
Project Administrator
65-125
Word Processor & Clerical Support
45-90
Employee time will be billed in accordance with the fees listed above. These rates are subject to
change on a semi-annual basis. For other than professional employees, time spent over 8 hours
per day, time spent on swing shifts, and time spent on Saturdays will be charged at 1.5 times the
hourly billing rate. Work on Sundays will be charged at 2.0 times the hourly billing rate and holiday
work will be charged at 2.5 times the hourly billing rate. All field personnel charges are portal to
portal. Professional employees will not be charged out at premium charge rates for overtime work.
Expenses and other similar project related costs are billed out at cost plus 15%. The cost of using
equipment and specialized supplies is billed on the basis of employee hours dedicated to projects. Our
rates are:
A. Office consumables $6.00/hr
B. Environmental Dept/Construction Inspector consumables $11.00/hr
C. Survey Field consumables $14.00/hr
D. Various Environmental, Construction and Land Surveying Equipment At market
Payment for work and expenses is due and payable upon receipt of our invoice. Amounts unpaid thirty
(30) days after the issue date of our invoice shall be assessed a service charge of one and one half
(1.5) percent per month.
t*~ These rates do not apply to forensic-related services, or to work for which Prevailing Wage obligations
exist, It is the responsibility of the client to notify Winzler & Kelly in writing if Prevailing Wage obligations
are applicable, in which case the fees will be adjusted proportionate to the increase in labor cost.
NW Fee Schedule Feb 2010