HomeMy WebLinkAboutMead & Hunt 2011-06-07AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
[Design Professional]
This Agreement, made and entered into this -7 day of ~ ► , 2011 ("Effective Date"), by
and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Mead & Hunt, 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 design and construction related activities
associated with the repair of the failed tainter valve seals at the Lake Mendocino Hydroelectric
Plant.
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 6 months 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 $6,200.00 for Task 1, and $9,000.00 for Task 2, for a combined
guaranteed maximum dollar amount of $15,200.00. Labor charges shall be based upon hourly
billing rates for the various classifications of personnel employed by Consultant to perform the
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Scope of Work asset 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
Consultant, including the legal costs associated with defending against any audit, claim,
demand or law suit.
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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 Liabilitv. 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
full period of time allowed by law, surviving the termination 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 20 10 10 01 and Commercial General Liability Coverage - Completed
Operations Form No. CG 20 37 10 01.
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 including operations, products and
completed operations. 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.
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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 for the full period of time allowed by law, surviving the
termination of this Agreement. 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.
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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 November 30,
2011 to November 30, 2012.
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
Consultant shall include all sub-contractors or sub-consultants as insured under its
policies or shall furnish separate certificates and endorsements for each sub-contractor
or sub-consultant. All coverage for sub-contractors or sub-consultants shall be subject
to all insurance requirements set forth in this Paragraph 6.1.
6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition
thereto, Consultant agrees, for the full period of time allowed by law, surviving the termination
of this Agreement, to indemnify the City for any claim, cost or liability that arises out of, or
pertains to, or relates to any negligent act or omission or the 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
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
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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,
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subject to off-set for any direct 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
DEPT. OF ELECTRIC UTILITY
300 SEMINARY AVENUE
UKIAH, CALIFORNIA 95482-5400
9.0 SIGNATURES
MEAD & HUNT, INC.
ATTN: JEFFREY KASHIWADA, P.E.
180 PROMENADE CIRCLE, STE 240
SACRAMENTO, CA 95834
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
MEAD & HUNT, INC.
BY:
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ATTACHMENT "A" - SCOPE OF SERVICES
TASK 1-CONSTRUCTION DOCUMENTS
During the preliminary gate inspection performed on September 15, 2010, the inspection team
identified a number of potential reasons for the gate leakage. The team concluded that the majority of
the leakage was caused by the failure of the gate's top seal, and that replacement of the seal with a new
rubber seal could potentially reduce the leakage to an acceptable amount. Mead & Hunt will prepare
construction plans and product specifications to replace the top rubber seal. The construction
documents will detail the proposed gate seal replacement, which could be performed by either City of
Ukiah maintenance staff or a contractor.
City of Ukiah will be responsible for compiling bid documents using the plans and technical
specifications provided by Mead & Hunt if the work is advertised for contractor bids.
TASK 2 - CONSTRUCTION ASSISTANCE AND GATE INSPECTION
Mead & Hunt will provide the design assistance, and assist the City with construction support for the
City under this task. Mead & Hunt will coordinate required design reviews and verifications with design
team members during construction. Construction support services will include processing and approval
of submittals, responding to questions and comments on submittals, providing assistance with
construction inspections for compliance with the construction documents, and responding to
construction requests for information.
Due to confined space entry conditions, the inspection team was not cleared to enter the tunnel and
perform a detailed inspection of the gate during the September 15, 2010 inspection. Mead & Hunt will
perform a detailed inspection of the gate seals and gather additional information in case the
replacement of the gate's top seal fails to reduce the gate leakage to an acceptable amount. The goal
with this evaluation is to gain an understanding of the sources of the gate leakage to the level of detail
needed to prepare a gate seal modification action plan, should the new seal not reduce leakage to
acceptable limits. Efforts to prepare a gate seal modification plan, should one be required, are not
included.
It is assumed that the construction inspection and detailed gate inspection can be completed during two
one-day visits and does not include any subsequent visits to the project site.
MEAD & HUNT, Inc.
Standard Billing Rate Schedule
Effective January 1, 2011
Standard Billing Rates
Clerical....: ............................................................................................................................$60.00 / hour
Interior Designer, Technical Editor .....................................................:................................$86.001 hour
Senior Editor ......................................................................................................................$138.00 / hour
Registered Land Surveyor .................................................................................................$108.00 / hour
Accounting, Administrative Assistant ...................................................................................$75.00 / hour
Technician I, Technical Writer .............................................................................................$75.00 / hour
Technician II, Surveyor - Instrument Person .................:.....................................................$88.00 / hour
Technician III ................$100.00 / hour
Technician IV .....................................................................................................................$112.00 / hour
Senior Technician ..............................................................................................................$121.00 / hour
Engineer 1, Scientist I, Architect I, Planner I ........................................................................$97.00 / hour
Engineer 11, Scientist 11, Architect II, Planner II ..................................................................$110.00 / hour
Engineer 111, Scientist III, Architect III, Planner III ..............................................................$125.00 / hour
Senior Engineer, Senior Scientist, Senior Architect, Senior Planner, Senior Economist ...$138.00 / hour
Project Engineer, Project Scientist, Project Architect, Project Planner .............................$153.00 / hour
Senior Project Engineer, Senior Project Scientist, Senior Project Architect,
Senior Project Planner .......................................................................................................$176.00 / hour
Senior Associate ................................................................................................................$198.00 / hour
Principal . .....................$215.00 / hour
Senior Client/Project Manager ...........................................................................................$215.00 / hour
Expenses
Geographic Information or GPS Systems ...........................................................................$32.00 / hour
Total Station Survey Equipment ..........................................................................................$16.00 / hour
Charges for other equipment may appear in a proposal
Out-Of-Pocket Direct Job Expenses ...................................................................................cost plus 15%
Such as reproductions, sub-consultants / contractors, etc.
Travel Expense
Company or Personal Car Mileage $0.75 / mile
Air and Surface Transportation ...........................................................................................cost plus 15%
Lodging and Sustenance ....................................................................................................cost plus 15%
Billing & Payment
Travel time is charged for work required to be performed out-of-office. A minimum of two hours will be
billed for any work out-of-office.
Invoicing is on a monthly basis for work performed. Payment for services Is due within 30 days from
the date of the invoice. An interest charge of 1.5% per month is made on the unpaid balance starting
30 days after the date of invoice.
This schedule of billing rates Is effective January 1, 2011, and will remain in effect until December 31, 2011,
unless unforeseen increases in operational costs are encountered. We reserve the right to change rates to
reflect such increases.
ism ITEM NO.:
qw- 1011~ MEETING DATE:
C-iiy qJ-,Zlkzczh
AGENDA SUMMARY REPORT
April 6, 2011
SUBJECT: APPROVE DESIGN AND ASSISTANCE WITH CONSTRUCTION RELATED
ACTIVITIES ASSOCIATED WITH THE REPAIR OF THE FAILED TAINTER VALVE
SEALS AT THE LAKE MENDOCINO HYDROELECTRIC PLANT AND AUTHORIZE THE
CITY MANAGER TO EXECUTE ALL OF THE NECESSARY AGREEMENTS. (EUD)
Background: The Lake Mendocino Hydro tainter gate serves to pressurize the conduit for hydroelectric
power generation with water from the Coyote Dam. Since the gate's redesign in 2006, water passing by the
gate's seals has increased over the years requiring seal replacement.
Mead & Hunt was the principal engineering firm on the 2005/2006 Mendocino Hydro Repair Project. This
included the refurbishment of the turbines, generators and controls. In addition, a major portion of the
project was the re-engineering of the tainter gate to operate with the conduit pressurized. In September
2010, Mead & Hunt performed a limited inspection was to determine gate's condition. From this inspection,
this proposal was developed to facilitate the gates repair.
Their subsequent proposal lists two tasks as their scope of work. The first task would be to provide
construction documents detailing the replacement or repair of the tainter valve seals. The second task
proposes construction assistance and management of the project as well as technical assistance to the
contractor performing the work. The competitive bidding process within City of Ukiah Procurement
guidelines will select the construction contractor.
Discussion: Funds for this project are included in the EUD 2010/11 budget. EUD's estimated cost for this
portion of the overall project is $15,200.00.
Fiscal Impact:
Budgeted FY 10/11 New Appropriation Not Applicable Budget Amendment Required
1XI 1-1
Amount Budgeted Source of Funds (title and Account Number Addit. Appropriation Requested
$50,000 Mendocino Hydro Electric 800.5536.250.000
Recommended Action(s):
APPROVE DESIGN AND ASSISTANCE WITH CONSTRUCTION RELATED ACTIVITIES
ASSOCIATED WITH THE REPAIR OF THE FAILED TAINTER VALVE SEALS AT THE LAKE
MENDOCINO HYDROELECTRIC PLANT AND AUTHORIZE THE CITY MANAGER TO EXECUTE
ALL OF THE NECESSARY AGREEMENTS. (EUD)
Alternative Council Option(s): (1) Reject Approval, (2) provide Staff with other direction.
Citizens advised:
Requested by: Mel Grandi, Electric Utility Director
Prepared by: Jim Bauer, Electrical Distribution Engineer
Coordinated with: Mary Horger, Purchasing Supervisor, and Jane Chambers, City Manager
Attachments: Mead & Hunt Contract
Approved:
Jane Chambers, City Manager