HomeMy WebLinkAboutKosmont Associates, Inc. 2013-09-05 ' �-( - 138
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 5'^ day of September , 2013 ("Effective
Date"), by and between Successor Agency for the CITY OF UKIAH, CALIFORNIA, hereinafter
referred to as "City" and Kosmont Associates, Inc. doing business as "Kosmont Companies", a
corporation organized and in good standing under the laws of the state of California, hereinafter
referred to as"ConsWtanY'.
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to the preparation of recognized obligation
payment schedule(ROPS 13-148) for the City of Ukiah.
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 Consuftant 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 PROJEC7
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. Additionai 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 fo this Agreement.
3.0 CONDUCT OF WORK
3.1 Time of Comoletion. 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 by October 1, 2013. 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, Consu(tant shafl be compensated on a time artd expense basis not to
exceed a guaranteed maximum dollar amount of$5,000. Labor charges shall be based
upon hourly billing rates for the various classifications of personnel employed by
5��-Ib6.vAy<em�m-NO�mber:0.:OnB
rACClor�
i
Consuitant 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 Chanaes. Should changes in compensation be required because of changes to the �
Scope-of-Work of this Agreemeni, the parties shall agree in writing to any changes in �
compensation. "Changes to the Scop�of-Work" means different activities than those '
described in Attachment"A" and not additiona!time to complete those activities than the
parties anticipated on the date they entered this Agreement.
4.3 Sub-contractor Pavment. The use of sub-consultants or other services to pefform 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 i
amount setforth in Section 4.1.
4.4 Terms of Pavment. Payment to Consultant for services rendered in accordance with this
contract shail be based upon submission of monthly invoices for the work satisfactorily
performed prior to the date of the invoice less any amount already paid to Consultant,
which amounYs shall be due and payable thirty (30) days aker receipt by Cily. 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 sufficieM to enable City
to determine progress made and to support 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 the 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 I
whatsoever. City shall have no right to, and shall not control the manner or prescribe the
method of accompiishing 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 uitimate aufhority 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 6e 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 I
, and hold City and its officers, agents and employees harmless from and against any , ,
claims or demands by federal, state or local govemment agencies for any such taxes or
benefts due but not paid by Consultant, including the legal costs associated with
defending against any audit, claim, demand or faw suit.
Sid-1'roR.ss,Wum�.m-Na.�m�bee]A..oOe � �,
rnc�:or� �. .
I
i
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.
52 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 obligatl�n under the City's
local conflict of interest code, the Consultant shali file the required disclosure form with i
the City Clerk within 1 Q days of being notified of the City Manager's determination.
6.0 INDEMNIFICATION
6.1 Insurance liabilitv. Without limiting ConsuftanYs 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, feeraeaE
insurance against claims for injuries to persons or damages to property, which may arise
from or in connection with its pertormance under this Agreement.
A. Minimum Sco�e of Insurance
Coverage shall be at least as broad as:
1. 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 DD01 (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 ihe consultanPs
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:
1. General Liabilitv: $1,000,000 combined single limit par occurrence for
bodily injury, personal injury and property damage including operations,
products and completed operations. If Commercial General Liabiliry
Insurance or other form with a general aggregate Ilmit 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 Liabilitv: $1,000,000 combined single limit per accident for �,
bodily injury and property damage.
SW-Pn�6vas,Wrtrnmin.No.�mdMr 3o.:IXtH
rncc�or�
I
3. Worker's Compensation and Emplovers Liabilitv: Worker's compensation
limits as required by the Labor Code of the State of Califomia and
Employers Liability limits of$1,0OO,ODO per accident.
4. Errors and Omissions liabilitv: $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 shail 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 endors�d to contain, the following provisions:
I
1. General Liabi6tv and Automobile LiabilAV Coveraqes �
a. The City, it officers, o�cials, employees and volunYeers are to be
covered as additional insureds as respects; liabiliry arising out of
activities pertormed by or on behalf of the Consultant, products
and completed operations of the Consultant, premises owned,
occupied or used by the Consultant, or automobiies owned, h'rred
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, i1s officers, o�cials, employees and
volunteers. Any insurance or self-insurance maintained by the
City, its officers, officials, employees or volunteers shall be in
excess of the ConsultanYs insurance and shall not contribute with
it.
c. Any failure to comply with reporting provisions of fhe policies shali
not affect coverage provided to the City, its officers, officials,
employees or volunteers. i
d. The ConsultanYs insurence shail apply separateiy to each insured I
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 Emplovers Liabilitv Coveraae i
The insurer shall agree to waive all rights of subrogation against the City, '
its officers, o�cials, employees and volunteers for losses arising from �
ConsultanYs performance of the work, pursuant to this Agreement.
sid-Rarsvongm:mm.Nuvemlwr!o.3ope
PAG�J OP 1
�
I
3. Professional Liabilitv Coveraqe
If written on a claims-made basis, the retroactivity date shall be the
effective date of this Agreement. The policy period shall extend from one
year of project completion.
4. All Coveraqes
Each Insurance policy required by this clause shall be endorsed to sYate
that coverage shall not be suspended, voided, canceled by either party, ii
reduced in coverage or in limits except aRer thirty (30) days prior written
notice by certified mail, return receipt requested, has been given to the
City. ;
E, Acce�tabilitv 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. Ver�cation 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 ifs behaff. The Certificafes and �
Endorsements are to be on forms provided or approved by the City. Where by I
statute, the City's Workers' Compensation - related forms cannot be used, i
equivalent forms approved by the Insurance Commissioner are to be substituted.
All Certifcates and Endorsements are to be received and approved by the City i
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, the cost of insurance becomes part of the compensation due the
contractor after notice to Consultant that City has paid the premium.
G. Subcontractors
Consultant shall include all subcontractors or sub-consultants as insured under
its policies or shall furnish separate certifcates and endorsements for each sub-
contractor or sub-consultant. All coverage for sub-contractors or sub-consultanfs
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 i
thereto, Consultant agrees, for the full period of time allowed by law, t��.,a.,.•'�•;as—tn�
, to indemnify the City for any claim, cost or liability that i
arises out of, or pertains to, or relates to any negligent act or omission or the willful
misconduct of Consultant in the performance of services under this contract by
Consultant, 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 I
SW-M1oRrnMmmenl�Nm�enJUr 20,lOOB
rneesari
� i
� --- — —
i _. _ —___ _.-__ _ __—_—.
I
I
I
, misconduct or defects in design by ihe 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. Oefense 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 ConsuRant, include their o�cers, employees,
' agents, and subcontractors.
ConsultanPs indemnification obligations shall not exceed Consultant's insurance limits.
7.0 CONTRACT PROVISIONS �
i �
' 7.1 Ownershio of Work. All documents furnished to Consultant by City and all documents or
I 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 '
I additional cost to City. Deliverables are identified in the Scope-of-Work, Attachment"A". I
, All documents produced by Consultant shall be furnished to City in digital format and
i 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 Califomia, and all local govemments having jurisdicfion over this
Agreement. The interpretation and enforcement of this Agreement shall be governed by
California law and any action arising under or in connedion with this Agreement must be
filed in a Court of competentjurisdiction in Mendocino County.
7.3 Entire Aqreament 7his Agreement plus its Attachment(s) and executed Amendments
set forth the entire understanding between the parties.
7.4 SeverabiliN. If any term of this Agreement is held invalid by a court of competent
jurisdiction,the remainder of this Agreement shali remain in effect.
7.5 Modification. No mod�cation of fhis Agreemenf is valid unfess made wifh the agreement
of both parties in writing.
7.6 Assianment. ConsultanYs 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 Citys 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, i
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: 1j for breach of
the Agreement; 2) because funds are no longer available to pay Consultant for services
provided under this Agreement; or 3} Ciry has abandoned and does not wish to compiete �
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 t(te breach. ff the
sW-iton.o.�s,a,rcm-HO.meRrxo.'-ooe I
rnG[aari
I , '
1
, .
I
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 terminafe 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 fnished 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 ConsuitanYs breach of contract.
7.9 Duplicate Oriqinals. This Agreement may be executed in duplicate originals, each
bearing the origina(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 NOTIGES
Any notice given under this Agreemant shall be in writing and deemed given when
personally delivered or deposited in the mail (certified or registered) addressed to the
parties as follows:
SUCCESSOR AGENCY FOR THE CITY OF UKIAH KOSMONT &ASSOCIATES, INC.
ATTN: GUY MILLS ATTN: LARRY J. KOSMONT, CRE
300 SEMINARY AVENUE 865 5. FIGUEROA ST., 35TM FLOOR
UKIAH, CALIFORNIA 95482-5400 LOS ANGELES, CA 90017
9.0 SIGNATURES
I IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
KOSMONT&ASSOCIATE INC.
9- /o - zo �3
i �---� I/ �ate
PRINT NAME: c,rr u �, f�a 5�'++�+o n'f"
9S - �faS7 �-1- .31
` IRS IDN Num6er
SUCCESSOR AGENCY FOR THE CfTY OF UKIAH
ii ;', �
� / � � �
BY: �.f �' .� � �_�% l�, f�,— / � ���
,�i�
, Date ,
EXECUTIVE DIRECTOR ' I
ATTEST ' �
��.D � � l��� i���� - �rL�i i.3 �
G CLERK Date
�
SW-rm6vnn@.vxm�Nm�maer 20,]aoe �
rnee>oei
I i
I