HomeMy WebLinkAboutRau & Associates, Inc. 2011-06-13AGREEMENTFOR
PROFESSIONAL CONSULTING SERVICES
[Design Professional]
This Agreement, made and entered into this 13th day of June, 2011 ("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 geotechnical review services, at South Dora Street, Ukiah, California,
during the construction of the pavement rehabilitation project 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.
City of Ukiah, Department of Public Works R09135.2
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 $3,600. 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.
City of Ukiah, Department of Public Works R09135.2
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.
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:
City of Ukiah, Department of Public Works R09135.2
General Liabilitv: $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.
C.
D
2. Automobile Liabilitv: $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.
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.
Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
General Liabilitv 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.
City of Ukiah, Department of Public Works R09135.2
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. The policy period shall extend from
February 28, 2010 to February 28, 2011.
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.
City of Ukiah, Department of Public Works R09135.2
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.
City of Ukiah, Department of Public Works R09135.2
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
City of Ukiah, Department of Public Works R09135.2
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
94-2619557
IRS IDN Number
CITY OF UK
Tim nksen, P.E. Date
Director of Public Works
City of Ukiah, Department of Public Works R09135.2
"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:
Proiect Description:
Geotechnical Review of Subarade Of South Dora Street Rehabilitation Proiect.
The project includes review of the subgrade after pavement is removed along the route of the South Dora
Street Rehabilition Project from Washington Street north to the north leg of Luce Avenue.
The scope of work includes review of areas which had symptoms of base failure and are planned for
subexcavation during the rehabilitation project. Since it was not possible to investigate the cause of the
pavement distress in detail during the design, the exposure of the entire subgrade will allow this task to
be done. It is anticipated that the depth of aggregate base will be measured as intervals frequently
enough to form an opinion as to the support characteristics for the finished pavement section. In addition,
wheel rolling with a loaded water truck will be performed to "proof-roll" the surface of the mainline.
The project does not include upgrading the shoulder areas which are intended primarily for light vehicle
parking. Some observations and recommendations will be made for "soft spots" or other signs of distress
in the shoulders as the work progresses.
Observations and recommendations will be transmitted to the Project Management Firm, Green Valley
Engineers, who will maintain the records of the project. The observations and recommendations will be
done timely so that the time of construction work and inconvenience to the public is not extended.
The additional cost to perform this construction observation, prepare written summaries of observations,
and prepare written recommendations for changes is estimated to be $3,600.
City of Ukiah, Department of Public Works R09135.2
"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 has begun the work based upon verbal authority from the City Engineer's Office. RAU anticipates
that work will be completed within 30 days after commencing work.
RETAINER:
None Required
PAYMENT:
Client agrees to pay a Maximum Not-to-Exceed Fee of $ 3,600, 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 B", 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.
City of Ukiah, Department of Public Works R09135.2
"ATTACHMENT B"
SCHEDULE OF FEES
Effective January 1, 2008
Registered Civil Engineer Principal
Registered Civil Engineer
Associate Civil Engineer
Project Manager
Land Surveyor
Lab-Survey Manager
Staff Engineer/Staff Geologist
Environmental and Resource Specialist
Technician IV
Technician III
Technician II
Technician I
Instrument Operator (PW)
Rodman (PW)
Materials Tester (PW)
Materials Tester W/ Gauge (PW)
Administration
Engineering Technician with Nuclear Gauge/Vehicle
Vehicle Use
Outside Services Over $1,000
Outside Services Under $1,000 (Aggregate amount)
Requested Overtime:
Expert Witness/Testimony at Trial, Deposition, Arbitration
Laboratory Tests:
Texture Analysis (Mendocino County Health Dept.)
Unit Dry Weight-Moisture Content (Tube Sample or Ped)
Sand Equivalent (CTM 217)
Sieve Analysis - Coarse Aggregates (CTM 202)
Sieve Analysis - Fine Aggregate (CTM 202)
Sand Equivalent & Sieve Analysis
Maximum Dry Density (ASTM D1557)
4" Mold
6" Mold
Maximum Dry Density (ASTM D698)
Maximum Wet Density (CTM 216)
Unit Weight of Aggregate (CTM 212)
Method A or B
Method C
Crushed Particle Analysis (CTM 205)
Cleanness Value (CTM 227)
Durability Index (CTM 229)
Specific Gravity & Absorption (CTM 206)
Plasticity Index (ASTM 4318)
Expansion Index (UBC Standard 18-2)
Unit Weight of Fresh Concrete (CTM 518)
Ball Penetration (CTM 533)
Air Content of Fresh Concrete (CTM 504)
Sample Preparation Times
Special Equipment Rates:
Computer Aided Design Software
Pachometer R-Meter
Stream Flow Meter
All Terrain Vehicle
Generator
Pump
GPS Equipment
$10.00/hr.
$50.00/per day*
$150.00/per day*
$45.00/per day*
$45.00/per day*
$20.00/per day*
$600/per day*
• Or
Supplemental Billings:
Engineering Copies 24 X 36
Engineering Copies 18 X 26
Stereo Air Photos
Assessor's Map Copies
Survey Monuments
Steel Fence Posts
Robotic Total Station
ie Day Minimum Charge
$ 38.00/ea.
22.00/ea.
60.00/ea.
40.00/ea.
70.00/ea.
165.00/ea.
145.00/ea.
162.00/ea.
130.00/ea.
148.00/ea.
55.00/ea.
39.00/ea.
67.00/ea.
67.00/ea.
140.00/ea.
75.00/ea.
162.00/ea.
190.00/ea.
Technician Hourly Rate
Technician Hourly Rate
Technician Hourly Rate
Technician Hourly Rate
$3.00/sheet
$2.00/sheet
$18.00/pair
$2.00/sheet
$3.00/each
$3.00/each
$200/perday*
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.
$162.00/hr.
140.00/h r.
140.00/h r.
102.00/hr.
96.00/hr.
112.00/hr.
94.00/hr.
102.00/hr.
72.00/hr.
66.00/h r.
54.00/h r.
38.00/hr.
104.00/h r.
92.00/hr.
92.00/hr.
96.00/hr.
48.00/hr.
96.00/hr.
0.505/mile
Cost + 5%
Cost + 15%
150% of Regular Rate
$250.00/hr. (4 hour minimum)
City of Ukiah, Department of Public Works R09135.2