HomeMy WebLinkAboutLaminar Energy Services Inc. 2011-12-15AGREEMENTFOR
PROFESSIONAL CONSULTING SERVICES
[Design Professional]
This Agreement, made and entered into this 15th day of December, 2011 ("Effective Date"), by
and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Laminar Energy
Services, 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 Phase 1 Engineering Services at the Lake
Mendocino Hydro Facility for the repair of the Penstock.
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
in accordance with the project schedule, as approved by City. 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 $9,500.00. Labor charges shall be based upon hourly billing rates
for the various classifications of personnel employed by Consultant to perform the Scope of
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PAGE I OF 7
Work as set forth in the attached Attachment A, 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 A. 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.
Design - ProfSvcsAgreement-November 20, 2008
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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 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
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.
Design - ProtSvcsAgreement-November 20, 2008
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 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.
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.
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 - ProfSvcsAgreement-November 20, 2008
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 two years from effective
date.
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 Coveraae
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
Design - ProfSvcsAgreement-November 20, 2008
PAGE 5 OF 7
costs associated with defending the claim, including, but not limited to, the fees of attorneys,
investigators, consultants, expe, ts 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 Governinq 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
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:
CITY OF UKIAH
DEPT. OF ELECTRIC UTILITY
300 SEMINARY AVENUE
UKIAH, CALIFORNIA 95482-5400
LAMINAR ENERGY SERVICES, INC.
ATTN: TRACY WALLACE, PRESIDENT
1300 LOS OLIVOS ROAD
SANTA ROSA, CA 95404
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
LAMINAR ENERGY SERVICES, INC.
BY:
PRINT N ME:
Data
IRS IDN Number
CITY OF UKIAH
i
//CITY MANAGER
Date
ATTEST
CI CLERK
Date
Design - ProfSvcsAgreement-November 20, 2008
PAGE 7 OF 7
ENERGY SEi~VICES, IN-
1300 Los ON05 Road I Santa Rosa, CA 95404
Tel, (707)695.0072
October 28, 2011
Ms. Mary Horger
Purchasing Supervisor
City of Ukiah
411 West Clay Street
Ukiah, CA 95482
Subject: Pra osa► ror ri uiu,-1V1«• -
Due to Emer enc Re airs of the Penstock
Dear Ms. Horger:
ATTACHMENT
Page 1 of 5
Thank you for your consideration of having Laminar Energy Services, Inc. (Laminar
Energy) provide you with professional consulting services at your Lake Mendocino Hydro
as an
Facility. We are available to provide expert technical and managerial
Ukiah to facilitate and manage the emergency
"Owner's Engineer representing The City of
repairs of the leaking penstock. It is our understanding that a significant water leak has
developed as evident by water rising out of the asphalt in the power plant yard while the
penstock is pressurized.
HIST R following
The restoration work of the hydro facility, beginning
Constr utio~n Managereand Paul B.
13 months, were successfully managed by y period Dirks as the lead Project Manager and technical consulting engineer. Duri thisecently started
Paul and I were employed by Source California Energy Services. Paul and r
our new company; Laminar Energy Services. access to any
At that time of the restoration p construction or operation of the plant. Paul and I utilized
individual that understood the all our technical, engineering abilities, and prior power of the hydro efac'lity. tWe became the
responsibilities in the construction and operation Greco
how facility experts. At the conclusion of the restoperation. rproject,
Thereforet ourhhiBtob y with this to
operate and maintain the site for continued
facility makes us the most qualified consultants chnical and onstruction resources, and peg
development of a plan, coordination
determination of the most efficient resolution to the penstock problem(s).
FAX: 831.401.2772
Proposal No. L1110A-Ukiah www1aminarEnargy-com CONFIDENTIAL
Phone: 707.695.0072 4K>>
r Page 2
ATTACHMENT "A"
Page 2 of 5
October 28, 2011
Paul was the first engineer to begin restoration work and the last to leave upon completion.
Not only did Paul manage the project but he had become the site technical and operations
expert. He was also the Control System Engineer (SCADA specialist) for the new control
system designing many of the current control systems designs. I managed all of the new
construction upgrades and was an instrumental resource for startup testing and operations
resulting in my complete familiarity with your facility. Both of us are currently available to
provide consulting services.
SCOPE
It is proposed that this project be implemented in a two phased approach. The cause of the
penstock leak has yet to be determined. A preliminary review of the facility's Tudor
Engineering Company drawings reinforces our opinion that the diagnosis and repair
strategy will take careful planning and implementation. Leaks in hydro facility penstocks
can be caused by many factors; for example, corrosion, metal fatigue, long term hydraulic
turbulent forces, soil erosion stressing the piping, etc. Therefore, it is imperative that a
construction specification and bidders list be developed so that a construction contractor
can begin digging.
Phase 1 will be the initial investigation work and preparation of a construction
specification plus bidders list. Phase 2 will be the consulting services necessary to manage
the investigative excavation work, development of repair alternatives, and provide
"Owner's Engineering" services for conducting the repair. Phase 2 may include additional
engineering evaluations on hydraulic flow characteristics and recommended changes in
operational processes. Phase 2 will be proposed in a separate proposal. Here are the
proposed activities for Phase 1:
Initial investigation work:
a. Review site documentation.
b. Conduct interviews.
c. Conduct initial site walk down.
d. Determine initial leak investigation plan.
2. Prepare construction specification and bidders list:
a. Prepare an excavation specification and bid list.
b. Conduct mandatory bidder's site walk down,
c. Review bid submittals.
d. Provide recommended bidder based on bid review.
SCHEDULE
The offsite work will be scheduled to start as soon as a Purchase Order or other authorizing
document is received authorizing this Work Scope. Site access will be coordinated with
customer due to the nature of the work location and associated restrictions.
Proposal No. L111OA-SCEs www,LaminarEnergy.com FAX: 831.401.2772
Phone: 707.695.0072 CONFIDENTIAL
• Page 3
PRICING AND TERMS OF PAYMENT
ATTACHMENT "A"
Page 3 of 5
October 28, 2011
1. The above discussed scope of work plus expenses is estimated at a total price
of $9,500 (nine-thousandfive-hundred US dollars). The work will be
performed on a time-and-materials "not-to-exceed" basis at a straight-time
billing rate as defined in the attached Exhibit B of $180 per hour (plus any
expenses per attached Exhibit Q. Any required materials are cost plus 10%.
2. Payment terms are Net 30 days from date of receipt of correct invoice.
Laminar Energy is responsible to assure all documentation is correct and
complete when submitted. Late fees of 1-1/2% per month may be assessed
for payment received 30 days after invoicing.
3. This offer is extended for 60 days after the date of this proposal.
4. Laminar Energy Services, Inc. warrants and guarantees that it will perform
its services in accordance with the standards of care, thoroughness,
competence normally practiced by recognized firms in the industry in
performing services of a similar nature at the time of performance of the
services.
Please contact me at 707-695-0072 or Paul Dirks at 831-588-6027 for any questions you
may have regarding this proposal.
Best Regards,
TRACY WALLACE
President
Attachments
cc: PBDirks
Mel Grandi
Proposal No. L111OA-SCES www1aminarEnergy.com FAX: 831.401.2772
Phone: 707.695.0072 CONFIDENTIAL
ATTACHMENT "A"
Page 4 of 5
EXHIBIT B, COMPENSTATION
Labor Charges
Except as noted below, the Invoice Rate for the time personnel are directly engaged in the performance of the
Services and located at Laminar Energy Services Inc. (Laminar Energy) offices, at Customer designated facilities, or
en route between facilities shall be equal to the appropriate straight-time, overtime, and/or emergency call-out hourly
billing rates as defined by Laminar Energy Services, Inc.
Labor costs for all chargeable travel shall be calculated on the basis of straight time or emergency call-out time, as
applicable. Unless otherwise agreed to in writing, Laminar Energy must receive prior authorization from Customer
before incurring overtime pay costs in performance of Services for Customer.
The defined rates for Laminar Energy's personnel categories listed below are subject to change upon written
notification to the Customer and will be updated every year on January 1s`:
Category Straight
Level Employee Category Time Rate
Principal Engineer $180.00/hr
The above rates include all direct and indirect costs except reimbursable expenses. Indirect costs include such
items as overhead, profit, and such statutory and customary fringe benefits as social security contributions, sick
leave, unemployment, excise and payroll taxes, worker's compensation, health and retirement benefits, bonuses,
annual leave, and holiday pay. Laminar Energy recognizes nine holidays per year: New Year's Day, Presidents'
Day, Memorial Day, Independence Day, Labor Day, Veteran's Day, Thanksgiving Day, day after Thanksgiving Day,
and Christmas Day.
Emergency call-out shall be billed at a 4-hour minimum and at the overtime rate. Overtime is billed as defined by the
California Labor Code. In summary, an overtime rate of one and one-half times the straight time labor rate will apply hours
hours o
d the
r we
0 hours
the seventh to hours worked in excess of eihworked inpeexcessr day, 12 hours perdaynand pastteightthours of the seventh
consecutive day worked. Hours
consecutive day worked will be billed at twice the straight-time rate.
Notwithstanding the above, there will be no labor costs charged to Customer for the following activities performed by
Laminar Energy:
1) Invoice preparation, revisions, or processing.
2) Preparation of Request for Services
Laminar Energy Services, Inc.
Exhibit B - Compensation 2011
ATTACHMENT "A"
Page 5 of 5
EXHIBIT C, COSTS AND EXPENSES
1. Materials and Subcontracted Services;
Any required materials and/or Subcontractor services will be billed at cost plus 10%.
2. Reimbursable Personal Expenses:
pe billed at cost with no
When applicable, reimbursement of personal ,xpens a ewill
markup. The following are examples of typica pe
a) Food and meals while on out-of-town travel status.
b) Car rental.
c) Employee-owned car, reimbursed at IRS allowable rate,
d) Lodging including hotels, RV camping daily rates, etc.
e). Hired ground transportation, including taxis.
f) Airfares for air travel and/or employee-owned airplane reimbursed at IRS allowable
rate.
g) Reasonable and customary miscellaneous personal and incidental expenses incurred
while traveling.
Laminar Energy Services, Inc.
Exhibit C - Casts and Expenses 2011