HomeMy WebLinkAboutBittner, Joe 2006-01-31 . C,l / � / ,� ��
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CITY OF UKIAH
STANDARD CONSULTANT SERVICES AGREEMENT
AND GENERAL PROVISIONS
This Agreement, made and entered into this 31S` day of January, 2006, by and between the CITY OF
UKIAH, CALIFORNIA, hereinafter referred to as "City" and Joe Bittner, an independent consultant,
hereinafter referred to as "Consultant".
RECITAIS
This Agreement is predicated on the following facts:
a. City requires professional services related to the refurbishment of power plant equipment
located at the Lake Mendocino Hydroelectric Power Plant.
b. Consultant represents and warrants to City that it has all licenses, permits, qualifications, and
approvals of whatsoever nature, which are legally required for Consultant to practice its
profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and
expense, keep in effect at all times during the term of this Agreement any licenses, permits, and
approvals which are legally required for Consultant to practice its profession. Errors and
Omissions Insurance is not required for this work.
C. City and Consultant agree upon the SCOPE OF SERVICES describing work to be performed by
the Consultant and project deliverables to be delivered to the City and the Work Schedule
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 services to be rendered under this Agreement pertain to the Lake Mendocino Hydroelectric
Power Plant.
2.0 SCOPE OF SERVICES
2.1 As set forth in the attachment "Scope of Services", dated January 31, 2006.
3.0 CONDUCT OF WORK
3.1 Time of Com�letion. Consultant shall commence performance of services as required by the
"SCOPE OF SERVICES" upon receipt of a Notice to Proceed from City and shall complete
such services in accordance with the time requirements set forth in the "SCOPE OF
SERVICES". Consultant shall complete the work to the City's reasonable satisfaction, even if
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contract disputes arise or Consultant contends it is entitled to further compensation. Consultant
shall not be responsible for delays, which are due to causes beyond Consultant's reasonable
control. In the case of any such delay, the time of completion shall be extended accordingly.
4.0 COMPENSATION FOR SERVICES
4.1 Basis for Compensation. For the performance of the professional and technical services of this
Agreement, Consultant shall be compensated as follows:
- Services will be performed at a rate of $75.00/hr. Overtime rates do not apply. Hourly
rates will be billed in increments of one-quarter hours.
- Travel time will be billed at a rate of$37.50/hr in increments of one-quarter hour.
- Expenses incurred in the course of performing said services shall be billed to the City at
cost, including lodging and meals. Receipts will be provided for all expenses and submitted
with the invoice.
- Expenses will be delineated from consulting fees on the invoice.
- Mileage will be billed at the current IRS Mileage Rate of$0.445/mile.
The Consultant is obligated to complete all tasks in their entirety for this compensation.
4.2 Chan�es. Should changes in compensation be required because of changes to the "SCOPE OF
SERVICES" of this Agreement, the parties shall agree in writing to any changes in
compensation. Changes to the "SCOPE OF SERVICES" means different activities than those
described and not additional time to complete those activities than the parties anticipate on the
date they entered this Agreement.
4.3 Sub-contractor Pavment. City shall approve the use of sub-consultants or other services to
perform a portion of the work of this Agreement prior to commencement of work; the cost of
subconsultants is included within the fixed fee identified in Section 4.1.
4.4 Terms of Pa,�. Payment to Consultant for services rendered in accordance with this
contract shall be based upon submission of monthly invoices for the percentage of the work
satisfactorily performed prior to the date of invoice less any amount already paid to Consultant,
which amounts shall be due and payable within thirty (30) days of receipt by City. Invoices
shall be accompanied by documentation sufficient to enable City to determine progress made.
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. City shall have the right to control
Consultant only insofar as the results of Consultant's service rendered pursuant to this
Agreement; however, City shall not have the right to control the means by which Consultant
accomplishes services rendered pursuant to this Agreement. 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 itself and its employees, if any. Consultant
agrees to indemnify and hold City and its officers, agents and employees harmless from and
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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.
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.
5.3 Personnel. Consultant shall assign only competent personnel to perform services pursuant to
this Agreement. Any attempted or purported assignment of any right or obligation pursuant to
this Agreement shall be void and of no effect. City shall designate a City representative and
Consultant shall designate a Consultant representative. The City representative and the
Consultant representative shall be the primary contact person for each party regarding the
performance of the agreement. City representative shall cooperate with Consultant and
consultant representative shall cooperate with the City in all matters regarding this agreement
and in such manner as will result in the performance of the work in a timely and expeditious
fashion.
Consultant shall employ no City official or employee in the work performed pursuant to this
Agreement. No office or employee of Agency shall have any financial interest in this
Agreement in violation of California Government Code Sections 1090 and following; nor shall
City violate any provisions of its Conflict of Interest Code adopted pursuant to the provisions of
California Government Code Section 87300 and following.
5.4. Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent practitioner
of the profession in which Consultant is engaged in the geographical area in which Consultant
practices his profession. All instruments of service of whatsoever nature which consultant
delivers to City pursuant to this Agreement shall be prepared in a substantial, first class and
workmanlike manner and conform to the standards of quality normally observed by a person
practicing in Consultant's profession.
5.5 Unique, Proprietary or Innovative DesiQns or Products. Unique, proprietary or innovative
designs or products must be approved of by City in advance of specification or use in design by
Consultant. A full, written report on performance history (i.e., track record) of product, design
strengths and weaknesses or limitations, and financial strength of manufacturer making product
must be submitted by Consultant to City for review and approval.
6.0 INDEMNIFICATION
6.1 Insurance Liability. Errors and Omissions Insurance is not required for the Scope of Services
covered by this contract. Consultant does not have any employees.
6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition
thereto, Consultant shall indemnify, defend and hold harmless City officers, agents and
employees from and against any and all claims, demands, liability, costs and expenses, including
court costs and counsel fees, arising out of the injury to or death of any person or loss of or
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physical damage to any property resulting from any negligent or willfully wrongful act or
omission committed by Consultant or it's officers, agents or employees while performing
services under this Agreement.
As to events, which occur during Consultant's performance of this Agreement, City shall hold
Consultant harmless from and defend Consultant against all claims, liability, damage, or loss
arising out of any injury or death of any person or damage to or destruction of property
attributable to the negligent or willfully wrongful act or omission of City or its officers and
employees, where the injury, death or damage is caused by the sole and active negligence or
willful misconduct of City or City's employees.
7.0 CONTRACT PROVISIONS
7.1 Ownershin of Work. All documents furnished to Consultant by City and all reports and
supportive data prepared by Consultant under this Agreement are City's property and shall be
given to City during or upon the completion of Consultant's services at no additional cost to
City. Deliverables are identified in the "SCOPE OF SERVICES". Documents, including
drawings and specifications, prepared by Consultant under this Agreement are City's property,
including ownership of any copyrights on project plans, drawings, specifications, and reports.
Any use of completed documents for other projects and/or any use of uncompleted documents
without specific written authorization from Consultant will be at City's sole risk and without
liability or legal exposure to Consultant and City shall indemnify and hold Consultant harmless
from all claims, damages, and losses and expenses, including attorney's fees, arising out of or
resulting there from.
7.2 Final Approval. City and Consultant agree that until final approval by City, all data, plans,
specifications, reports and other documents are confidential and will not be released to third
parties without the prior written consent of both parties.
7.3 Governin Law. Consultant shall comply with the applicable laws and regulations of the
United States, the State of California, and all local governments having jurisdiction over this
Agreement. California law shall govern the interpretation and enforcement of this Agreement
and any action arising under or in connection with this Agreement must be filed in a Court of
competent jurisdiction in Mendocino County.
7.4 Governmental Re�ulations. To the extent that this Agreement may be funded by fiscal
assistance from another governmental entity, Consultant shall comply with all applicable rules
and regulations to which City is bound by the terms of such fiscal assistance program.
7.5 Breach of Contract. If Consultant materially breaches the terms of this Agreement, the City
shall have the following alternative remedies:
(a) Immediately terminate the Agreement with Consultant;
(b) Retain the plans, specifications, drawings, reports and other design documents prepared by
Consultant;
(c) Copyrights on plans, specifications, drawings, and reports and other design documents
owned by the Consultant shall become the property of City;
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(d) Complete the unfinished work, under this agreement, with a different consultant;
(e) Charge Consultant with the difference between the cost of completion of the unfinished
work pursuant to this agreement and the amount that would otherwise be due consultant
had Consultant completed the work;
(f) Any other remedy available at law or in equity.
7.6 Entire Agreement. This Agreement and executed Amendments set forth the entire
understanding between the parties and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be modified or amended only by a
subsequent written agreement signed by both parties.
7.7 Severabilitv. If a court of competent jurisdiction holds any term of this Agreement invalid, the
remainder of this Agreement shall remain in effect.
7.8 Modification. No modification of this Agreement is valid unless made with the agreement of
both parties in writing.
7.9 Assi�nment. 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.
7.10 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.
7.11 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; 3) City has abandoned and does not wish to complete the project for
which Consultant was retained; or (4) on fifteen (15) days prior written notice. 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 non-breaching party fails to cure the breach within the time specified in the
notice, the contract shall be terminated as of that time. If terminated for lack of funds or
abandonment of the project, the contract shall terminate on the date notice of termination is
given to Consultant. City shall pay the Consultant only for services performed and expenses
incurred as of the effective termination date. In such event, as a condition to payment,
Consultant shall provide to City all finished or unfinished documents, data, studies, surveys,
drawings, maps, models, photographs and reports prepared by the Consultant under this
Agreement. Consultant shall be entitled to receive just and equitable compensation for any
work satisfactorily completed hereunder, subject to off-set for any direct or consequential
damages City may incur as a result of Consultant's breach of contract.
7.12 Duplicate Ori i��nals. 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
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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:
Whenever notice, payment or other communication is required or permitted under this
Agreement it shall be deemed to have been given when personally delivered, telefaxed or
deposited in the United Sates mail with proper first class postage affixed thereto and addressed
as follows:
CONSULTANT CITY OF UKIAH
Joe Bittner
4015 Boulder Dr. C/o Ukiah City Manager
Antioch, CA 94509 Ukiah Civic Center
300 Seminary Ave.
Mobile: 925-890-6072 Ukiah, CA. 95482
Home: 925-754-7494 FAX: 707-463-6204
Service by telefax shall bear a notation of the date and place of transmission and the facsimile
telephone number to which transmitted.
Either party may change the address to which notices must be sent by providing notice of that
change as provided in this paragraph.
9.0 Consultant Entitled to Relv. Consultant shall be entitled to rely upon the accuracy of data and
information provided by City or others without independent review or evaluation.
10.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first
above written:
CITY OF UKIAH CONSULTANT
_ _ _
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BY:"� _.-� -- - -� BY: �- ;,.��.-. r.�_...
CANDACE HORSLEY O, JOE BITTNER `
CITY MANAGER INDEPENDENT CONSULTANT
ATTEST
� � ��. ��oa�
MARIE ULVILA Date
CITY CLERK
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APPROVED AS TO FORM
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2 - Z — D �
DAVID . POR Date
CITY ATTORNEY
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SCOPE OF SERVICES
JANUARY 31, 2006
1) Inspect the electrical, mechanical and instrument systems located within the Lake Mendocino
Hydroelectric Power Plant and identify which systems require refurbishment due to water and
oil contamination as a result of power plant flooding that occurred the last week of December,
2005.
2) Research and collect information on and specifications for the equipment and systems identified
during the inspection as being in need of refurbishment. Possible sources of information include
existing drawings and manuals, name plate data and direct contact with the Original Equipment
Manufacturers.
3) Utilizing information and specifications gathered, prepare a 5cope of Work for the
refurbishment of identified equipment and systems. Equipment and systems shall be
categorized into electrical, mechanical and instrumentation. To the greatest extent possible,
information and specifications about each system or piece of equipment shall be included in the
Scope of Work. Systems and equipment identified at the time of this contract signing include:
- 1 megawatt, 2.4 kv, single pole, synchronous generator and associated components
- 2.5 megawatt, 2.4 kv, single pole, synchronous induction generator and associated
components
- Generator switchgear and associated bus work
- Generator excitation relays and circutry
- Sump pump motors and associated controls
- Air Compressor motor and associated controls
- Battery Charger
- 2400/208Y/120 Volt dry pack transformer
- Electrohydraulic control units (EHC) and associated controls
- Temperature and Pressure instrumentation/switches
- Turbine Bearings
- Other equipment and systems as identified through the inspection
4) The Scope of Work shall include all necessary inspections, pre-testing, removal, transportation,
disassembly, decontamination, reassembly, post-testing and installation.
5) The following attachments to the Scope of Work shall be prepared for inclusion in the final bid
documents:
- A bid sheet delineating bid costs as appropriate
- A project schedule sheet delineating at a minimum a predetermined bid walk date, a
contractor determined mobilization date and a contractor determined project completion
date.
- A craft wage rate sheet
- A subcontractor sheet including subcontractor craft wage rates
- Other attachments as may be deemed necessary before bidding
6) Other assignments that may arise in the context of this Scope of Services.
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