HomeMy WebLinkAboutWagner and Bonsignore 2012-12-20 _ _ i
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AGREEMENTFOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 20th day of December, 2012 ("Effective
Date"), by and between the CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and
Weston Solutions, Incorporated, a corporation organized and in good standing under the laws of
the State of Pennsylvania, and authorized to conduct business in the State of California,
hereinafter referred to as "ConsultanY'.
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to the preparation of a Remedial Action Plan for
the Former Leslie Street Gas Plant Property located at 120-A Leslie Street in Ukiah, CA.
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 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 within one hundred and eighty (180) 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.
4.0 COMPENSATION FOR SERVICES
4.1 Basis for Comoensation. 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 $39,910. Labor charges shall be
based upon hourly billing rates for the various classifications of personnel employed by i
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Consultant to perform the Scope of 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 Chanqes. 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 Pavment. 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. I
4.4 Terms of Pavment. 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 the 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 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 (induding its agents, servants, and '
employees) is not the City's agent, employee, or representative for any purpose. I
It is the express intention of the parties hereto that Consultant is an independent I
contractor and not an employee, joint venturer, or partner of City for any purpose
whatsoevec 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. i
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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 pertorming under this Agreement. �I
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's
� Executive Director 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. �Nithout 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 Scoqe 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 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 consultanYs
profession. Architects' and engineers' coverage is to be endorsed to
include contractual liability.
B. Minimum Limits of Insurance I
Consultant shall maintain limits no less than:
1. General Liabilitv: $2,000,000 combined single limit per occurrence for ;
bodily injury, personal injury and property damage inGuding 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 Liabilitv: $1,000,000 combined single limit per accident for
I bodily injury and property damage.
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3. Worker's Comqensation and Emqlovers Liabilitv: Worker's compensation I
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 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 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. i
D. Other Insurance Provisions �
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liabilitv and Automobile Liabilitv Coverapes
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 ConsultanYs 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 ConsultanYs 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 ConsultanYs 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 Comqensation and Emplovers Liabilitv Coveraqe
The insurer shall agree to waive all rights of subrogation against the City,
its officers, officials, employees and volunteers for losses arising from
ConsultanYs performance of the work, pursuant to this Agreement. �,
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 the
Effective Date to one year after the Effective Date.
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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. Acceptabilitv of Insurers
Insurance is to be placed with admitted California insurers with an A.M. BesYs
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 Coverape
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. Where by
statute, the City's Workers' Compensation - related forms cannot be used,
equivalent forms approved by the Insurance Commissioner are to be substituted.
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, 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 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 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
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 paragraphs 6.2 and 6.3 to City or Consultant, include their officers,
employees, agents, and subcontractors.
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6.3 Limit on Liability; Notwithstanding any other provision of the Contract, and unless a
higher limit of liability is expressly provided elsewhere, Consultant's total liability to City I
for any loss or damage from claims arising out of or in connections with this Contract '
from any cause including breach of contract, tort or professional negligence, errors or
omissions shall not exceed the greater of the total contract price or the proceeds of
ConsultanYs liability insurance. In no case, shall either Party be liable to the other for
special, indirect, incidental or consequential damages whether or not such damages
were foreseeable at the time of the commencement of the work.
The limitations in this paragraph 6.3 do not apply to claims against the City by third
parties based on the negligence or intentional act or omission of Consultant.
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7.0 CONTRACT PROVISIONS
7.1 Ownershiq 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 I
immediately upon demand and at the completion of ConsultanYs 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 competentjurisdiction in Mendocino County.
7.3 Entire Aqreement. This Agreement plus its Attachment(s) and executed Amendments
' set forth the entire understanding between the parties.
7.4 Severabilitv. 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 Assiqnment. ConsultanYs services are considered unique and personal. Consultant
shall not assign, transfer, or sub-contract its interest or obligation under all or any portion I
of this Agreement without City 's prior written consent. �
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7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement I
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. I
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 I
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
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
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abandonment of the project, the contract shall terminate on the date notice of I
termination is given to Consuttant. City shall pay the Consultant only for services �
rformed and ex enses incurred as of the effective termination date. In such event, as '
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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. ConsuRant shall be entitled to
receive just and equitable compensation for any work salisfactorily completed
hereunder, subject to off-set for any direct or consequential damaqes City may incur as �
a resuk of ConsultanYs breach of contract.
7.9 Duolicate Oriainals. 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 WESTON I
C/o Sage Sangacomo Steve Blarr
Ukiah Civic Center Weston Solutions, Inc.
300 SEMINARY AVENUE 143 Union Blvd.
UKIAH, CALIFORNIA 95482-5400 lakewood, CO 80228
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: I
WESTON SOLUTIONS, INC.
BY: , �' ' G �: / �-
, Date '
PRINTNAME: �/. -� � -� r -=`;i
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IRS IDN Number
CITY OF UKIAH
BY: � .'C:.� �' � ' �'_�lr i;, �� , /����
Jane Chambers, City Manager Date
ATTEST '
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City Clerk Date
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Attachment A i
WESTON Remedial Action Plan Proposal
Former Leslie Street Gas Plant Redevelopment Project
Weston Solutions,Inc.(WESTON)appreciates the opportunity to submit our scope of work(SOW)for
preparing a Remedial Actlon Plan(RAP)for the Former Leslie Street Gas Plant property(Leslie Street
Property)located at 120-A Leslle Street In Uklah,CA. The RAP wlll outline the specific remedial actions
proposed at the site in order to meet the site closure requirements of the North Coast Regional Water I
Quality Control Board(NCRWQCB)and community stakeholders. WESTON assumes that the RAP and
public review process for the Leslie Street Property will be similar to the RAP prepared by WESTON for I
the adjacent Ukiah Rail Property.
This proposal summarizes WESTON's environmental team selected for this proJect,the scope of work �I
and the costs/sthedule estimated for thls effort.
WESTON'S ENVIRONMENTAL TEAM
WESTON has assembled an experienced team to complete the Remedial Action Plan scope of work ��
(SOW). The lead environmental team members Include: '
. Greg Stuesse, PE, LG—Senior Project Manager. Mc Stuesse has over 25 years of professional '�
experience as an engineer and geologist,and has been a project manager with WESTON for 12
years. He has worked on numerous slte characterization and property redevelopment projects I
throughout the west coast Including Californla. Mr.Stuesse will be responsible forthe overall
mar.agement of the project.
. Jeff Bannon, RG—Principal Geologist. Mr. Bannon has more than 23 years ofdiversified I
environmental experience with WESTON and is a Registered Geologist in California. He has led a
wide variety of environmental investlgations, remedial action programs and obtained no further
action determinations for numerous properties throughout Callfornia. Mr. Bannon is tasked
with overseeingthe technical Implementation ofthe SOW.
These key team members will be supported by W ESTON geologists,chemists,and scientists to
effectively execute the SOW, as described below.
Page 1 December 12,2012 ��.
WESTON Uklah LeslleStreet RAP Proposal 12Dec2012.docx
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SCOPF Of WORK I
The following scope of work is proposed to prepare the RAP and meet the level of care needed to gain
regulatory approval for remediation proposed at the site. Recognizing that the level of documentation
needed to gain regulatory approval varles widely depending upon the complexity of the site
contamination and re-use Issues,and the level of community acceptance,we believe our scope of work,
schedule and associated cost wi�l meet the requirements for this specific proJect. However,we cannot
entirely predfct the level of regulatory demands or level of community outreach needed to gatn
acceptance ofthe remediai approach,and there is always the possibllitythis process can take longer and
require more effort than outlined in this proposal.
The following tasks are proposed:
• Task 1-Draft Remedial Action Plan
• Task 2—Final Remedial Action Plan
• Task3—Community0utreach
• Task4—CityandAgencyMeetings
TASK 1—Draft Remedial Action Plan
A Draft Remedial Action Plan(RAP)wlll be prepared outlining the remedial approach proposed at the
site.Generelly,the RAP is a substantial document that provides a thorough review of all pertinent
information about the site,technical evaluations of the contamination identified,and recommendations
for mitigating these impacts.Significant elements of the fiAP Include:
. Site history
• Geologyand hydrogeology
• Summary of all existing sampling results
. Developmeni of dean-up objectives
. Discussion of recommended remedlal approach
• Confirmatlon sampling and analysis plan
. Qualityassurance/qualitycontrolprogram
• Conceptual site model and risk evaluation
• Soil management plan
• Transportation plan and site control plan ,
. Health and safety plan �
• Schedule
These Individual discussions/plans will 6e incorporated Into a single document for review by City staff
before submittal to the NCRWQCB.Our goal is to produce a document that will meet regulatory and
Page 2 December 12,2012
WESTON Ukiah leslie Street RAP Pmposal_120eQOli.doa �
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community approval with minimal amendments. WESTON assumes that a Storm Water Protection
ProJect Plan (SWPPP�,and site grading and backfill specifications will not be included in the RAP, but will
be prepared as part of the overall site development plan. Costs for these activities are not included in
this proposal.
TASK 2—Final Remedial Action Plan
As part offlnalizing the RAP,WESTON wlll address comments received from the NCRWQCB. WESTON
will contact the agency to discuss their comments and then submit a written response. After
incorporeting agency comments,a Final Dreft RAP will be submitted for pu611c revlew. The process for
finalizing the RAP generally includes preparing a "response to commenY'table detailing our response to
the comments received as part of the community outreach program. This task assumes that there wlll
be one set of agency comments and one set of publlc comments, and a 6-page response will be
prepared for each set of comments.WESTON will discuss our responses/approach with the City and
NCRWQCB priorto flnalizing the RAP.
TASK 3—Community Outreach
Community outreach will be required for agency approval of the RAP.The level of effort varies widely
depending upon the complexity of the project and the level of interest in the community. WESTON
assumes that the community outreach requirernents for the Leslie Street Property will be similarto the
program required for the Ukiah Rail Property and will include:a one•day public notifitation in the Ukiah
Daily Journal and the Santa Rosa Press Democrat, mailing public notices to owners of surrounding
propertles and selected regulatory agencles,and uploading the RAP and associated documents to the
Water Board's 6eoTracker website.
TASK 4-Clty and Agency Conference La I I
This task includes the cost to prepare for and participate in a conference call with the City and Agency to
discuss the RAP. W ESTON's proposal assumes that the City will establish a cost recovery account for
reimbursing the cost of regulatory overslght during the RAP process.
Page 3 December 12,2012
WESTON Uklah leslle Street RAP Proposal_32Dec2012.doa I
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COST fSTIMATE I
A total cost of$39,930 is estimated to complete the Remedial Action Pian scope of work described
above. The estimated cost is summarized as foltows:
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Task Subcontractors
Descri tian labor and Expenses Total
Task 1 Draft Remedial Action Plan $ 26,620 $ 110 $26,730
Task 2 Flnal Remedial Action Plan $ 6,040 $ 110 $ 6,150
Task3 Community0utreach $ 5,320 $ 660 $ 5,980
Task4 ��tyandAgenc ConferenceCall $ 1,050 $ p $ 1,050
TOTAL $ 39,910
Work will be completed on a time and materials basis per WESTON's agreement with the City. See
below for WESTON's rate schedule for the above scope of work. Please contact Greg Stuesse at (206)
715-6752 if you have any questions regarding this proposal.
LABOR RATE SCHEDULE
LaborCategorles Rate
Administrative $75/hr
Graphfcs Specialist $85/hr
Staff Scientist/Engineer $85/hr �
Project Ana!yst $SOS/hr
Associate Scientist/Engineer $115/hr
Project Scientist/Engineer $135/hr
Senior Scientist/Engineer $155/hr
Sr. ProJect Manager/Technlcal Consultant $170/hr
Principal Engineer/Sclentist $1S5/hr
Page 4 December 12,2012
WESTON Ukiah Leslle Street RAP Proposal_12Dec2012.docK �
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AGREEMENTFOR I�
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 20th day of December, 2012 ("Effective
Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and
Wagner & Bonsignore, 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 water rights reporting and/or monitoring and
investigation activities for the Electric Utility Department.
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
af this Agreement.
c. City and Consultant agree upon the Scope-of-Work and Work Schedule attached hereto
as Exhibit "B", 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 (Exhibit "B").
2.0 SCOPE OF SERVICES
2.1 As set forth in Exhibit "B".
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 I
an Amendment to this Agreement. I
3.0 CONDUCT OF WORK
3.1 Time of Completion. Consultant shall commence performance of services as required I
by the Scope-of-Work and 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 I
Agreement, Consultant shall be compensated on a time and expense basis not to �
exceed a guaranteed maximum dollar amount of $9,000.00. Labor charges shall be �
based upon hourly billing rates for the various classifications of personnel employed by i
Consultant to perform the Scope of Work as set forth in the attached Exhibit A, which
shall include all indirect costs and expenses of every kind or nature, except direct I
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expenses. The direct expenses and the fees to be charged for same shall be as set j
forth in Exhibit 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 Chanqes. Should changes in compensation be required because of changes to the I
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 Exhibit "B" and not additional time to complete those activities than the
parties anticipated on the date they entered this Agreement. I
4.3 Sub-contractor Pavment. 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. I
4.4 Terms of Pavment. Payment to Consultant for services rendered in accordance with this
contract shall be based upon submission of monthly invoices for the work satisfactorily I
performed prior to the date of the 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 to support the expenses claimed. i
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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
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- li
employment taxes that are due the state and federal govemment and shall fumish and I
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 ',I
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. I
S41 RnISwaAprccmeni�V�vrn�M�91.2U0b
PAGE30F]
Consultant warrants and represents that it is a properly licensed professional or I
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 �i
to City. Consultant has no interest and will not acquire any direct or indirect interest that I
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 ConsultanYs obligations arising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for i
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 Scoqe of Insurance
Coverage shall be at least as broad as: I
1. Insurance Services Office ("ISO) Commercial General Liability Coverage i
Form No. CG 20 10 10 01 and Commercial General Liability Coverage — ,
Completed Operations Form No. CG 20 37 10 01. I
2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 �i
"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 II
State of California and Employers Liability Insurance. I
4. Errors and Omissions liability insurance appropriate to the consultanYs I
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: I�
1. General Liabilitv: $1,000,000 combined single limit per occurrence for I
bodily injury, personal injury and property damage including operations,
products and completed operations. If Commercial General Liability I
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 Liabilitv: $1,000,000 combined single limit per accident for
bodily injury and property damage. !
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, 3. Worker's Comqensation and Emplovers Liabilitv: 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 liabilitv: $1,000,000 per occurrence. I
C. Deductibles and Self-Insured Retentions I
Any deductibles or self-insured retentions must be declared to and approved by I�
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:
1. General Liabilitv and Automobile Liabilitv Coveraqes
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 I
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 I
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 ConsultanYs 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 Emplovers Liability Coveraqe
The insurer shall agree to waive all rights of subrogation against the City,
its officers, officials, employees and volunteers for losses arising from
ConsultanYs performance of the work, pursuant to this Agreement.
,
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3. Professional Liabilitv Coveraqe
If written on a claims-made basis, the retroactivity date shall be the I
effective date of this Agreement. The policy period shall extend one year
from the completion of this agreement.
4. All Coveraqes
�I
Each Insurance policy required by this clause shall be endorsed to state I
that coverage shall not be suspended, voided, canceled by either party, I
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 I
City. I
E. Acceptabilitv of Insurers �
Insurance is to be placed with admitted California insurers with an A.M. BesYs
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 Coveraqe
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. Where by
statute, the City's Workers' Compensation - related forms cannot be used,
equivalent forms approved by the Insurance Commissioner are to be substituted.
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, 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 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.
62 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 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
misconduct or defects in design by the City, or arising from the active negligence of the
City.
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"Indemnify," as used herein includes the expenses of defending against a claim and the I,
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.
7.0 CONTRACT PROVISIONS
7.1 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 ConsultanYs services at no
additional cost to City. Deliverables are identified in the Scope-of-Work, Exhibit "B". 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 Aqreement. This Agreement plus its Exhibit(s) and executed Amendments set I
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 Assiqnment. 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 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
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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 ConsultanYs breach of contract.
7.9 Duplicate Oriqinals. 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 i
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 WAGNER & BONSIGNORE
DEPT. OF ELECTRIC UTILITY ROBERT C. WAGNER, P.E.
300 SEMINARY AVENUE 2151 RIVER PLAZA DR., STE. 100
UKIAH, CALIFORNIA 95482-5400 SACRAMENTO, CA 95833-3120
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
WAGNER & BONSIGNORE
gy; � ��GS�"`— January 10, 2013
Date
PRINTNAME: Hobert C . wagr.er
' 68-0407C38 (tax ID)
IRS IDN Number
CITY OF UKIAH
BY: ' r -i�� ����2ti_� / — �����
Date
CITY MANAGER
ATTEST
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� � �, �CC � � G(. �, �- rs r3
CI Y CLERK Date
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Wa�ner B�ns�IlOre }�-����./� - I'
Con.sulting Civil I�,ngincecs, A Co,porarion +-.'�-f/�Vl / � ',
Nicholas F. 6onsignore, Y,L',
xolxrc c. ��c�agn��. �>.r. James C. Hanson �
��illl�8 �. ���ll'.I�l'll Cunauhing Cicil Ecginccr
Iienry S. Nfaisunaga :�corpor.�tlo�
ur:�d r-.. �r���on. rh.�.. itc; FEE SCHEDUI,E
Ua��id Housion. P.F.
'D:n'iil P. luunshun', I'.ti I
���""r`��;�'�c• ��t EFPECTIVE JULY 1 2012 I
Cmily �I:id)uu;J<l �
Ky:m I?. 5�olluh ,
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l. Personal Services of Principals & Supporting Services
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a) Principals including Regis[ered Civil Engineers and Water Right Specialist billed
nn .m-hvurly ratc in nccordancc v�ith tfic 3chectufe atf'�esattach�d-tse7eto; t'or
public henrings and court appearances requiring qualifications and services as
expert witness and for assistance to attomeys during course of such hearings and
depositions, to be Uilled at 1 S times the regular hourly rate, plus transportation
�nd subsistence expenses set farth undcr(2); Eight hour minimum to be billed for ,
depositions, court appearances and administrativc hearings.
b) Registered Civil Gngineers, Sub-professiona] Engineers, '1'echnicians and Drafters
billed on an houdy rate in accordance with [he Schedule of Fees attached hereto,
plus transpor[ation and subsistence expenses set forth under (2);
c) Special engineering, geotechnical services, testing, surveying and other similar
services employed specifically for performance of work at direct invoice cost plus
15 percent.
2. Reimbursable Expenses ��
a) I'ransportation, direct out-of-pocket expense for public transportation, 75¢ per II
mile for private auto. I
b) Subsistence, direct out-of-pocket expense.
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I PC�: 916-447_6S'SOor916 t�8-2X21 • /�'ct.r: 9lG-779-.i/20 �.
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i n will include com ensa[ion fbr all eneral oftice secretarial I�
The foregoing compensat o p g
services, supplies and overhead including office space required for performance of personal and
suppor[ing enginecring services. Invoices for Personal and Supporfing Servic�s and
Reimbursablc Expenses will be submitted on a calendar month basis and are due and payable I
upon receipt.
All work performed will be considered as personal pro(essional engineering and I
supporting services and will be perfonned and furnished as an independent contractor. I
WAGNFR& BONSIGNORF.
CONSULTING CIV1L ENGINEERS
A CORPORATION
_ _ -- — --- _—
� � � GS� �-- ��
Robert C. Wagner, P.E.
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SCHEDULF, OF FEES
EFFF,CTNE JULY I, 2012 'I
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Principal En�ineec $170 - $225/hr. I
Principal Scientist $180 - $200/hr. i
Geology I
Hydrology
Pluvial Geomorphology
Project Manager $135 - $200/hc
Water RighCS �
Construction Management I,
_ _ f'roject!Vlarragcmrm _
Wa[er Right Specialist $100 - $140/hr.
Project Enginecr—Re�istered $120-$170/hr.
Staff Enginccr $95 - $120/hr.
Watcr Right Assistant $75 - $I IS/hr. I
Senior Technician $85 - $I I S/hr.
Draftec/Graphics $65 -$I 00/hr.
Clerical $45 - $65/hr.
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CITY OF liKIAH
ELECTICAL U"I'IUTY DRPARTMENT
EXI IIBIT B �
SCOPC OP SERVICES
Complete Reports of Licensee for City of Ukiah water right License 12982 (Application 25691)
in response to Cease and Desist Order from the State Watcr Resources Control Board dated
October 22, 2012. Electric Utility Depairtment to provide information regarding power plant
operation and water usc as requircd to complete reports of licensee.
Undertake other water right reporting or monitoring and investigation activities as direc[ed.
Meet with State Water Resources Control Board Staff as needcd to comply with terms and
conditions of License 12982. _ __
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