HomeMy WebLinkAboutSource California Energy Services, Inc. 2006-05-10 ��l(� 0 l�
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this lOth day of May, 2006, by and bet�veen CITY OF
UKIAH, CALIFORNIA, hereinafter referred to as "City" and Source California Energy Services, Inc., a
California Corporation,hereinafter referred to as "Consultant".
RECITALS
This Agreement is predicated on the following facts:
a. City requires engineering services for the Lake Mendocino Hydroelectric Power Plant according
to the scope of work outlined in the City's Request for Proposals dated March 29,2006 (RFP).
b. Consultant represents that it has the qualifications, skills, and experience 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 outlined in Consultant's
Proposal to Provide Engineering Services for the Lake Mendocino Hydroelectric Power Plant
dated April 10, 2006 (Proposal), attached hereto as Exhibit A, describing the scope of work for
the project and setting forth the completion dates for the various services to be provided pursuant
to this Agreement. In any conflicts between the provisions of this Agreement and Exhibit A, the
provisions of this Agreement shall prevail.
TERMS OF AGREEMENT
1.0 DESCRIPTION OF PROJECT
1.1 The Project is described in detail in Exhibit A.
2.0 SCOPE�OF SERVICES
2.1 As set forth in Exhibit A.
2.2. Additional Services. The City has elected to exercise the Option offered by the consultant in its
Proposal to provide Coordination of All Site Projects. Additional services, if any, shall only
proceed upon written agreement between City and Consultant. The written Agreement shall be in
the form of an Amendment to this Agreement.
3.0 CONDUCT OF WORK
3.1 Time of Completion. Consultant shall commence performance of services as required by the
Scope-of-Work upon receipt of a Notice to Proceed from City and shall complete such services
within the scheduled rime as indicated in Consultant's Proposal commencing upon receipt of the
Notice to Proceed. Consultant shall complete the wark 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
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4.1 Basis for Compensation. For the performance of the professional services of this Agreement,
including the option to provide Coordination of All Site Projects, Consultant shall be
compensated on a time and expense basis not to exceed a guaranteed maximum dollar amount of
$380,773. Labor charges shall be based upon Consultant's standard hourly billing rates for the
various classifications of personnel in effect as of the date of this contract 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 customary and reasonable.
4.2 Chan�. 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 2.1 and not additional time
to complete those activities than the parties anticipate 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 the $380,773 provided 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 work satisfactorily performed prior to
the date of invoice less any amount already paid to consultant, which amounts shall be due and
payable upon 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.
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.
6.0 INDEMNIFICATION
6.1 Insurance Liabilitv. Without limiting Consultant's obligations arising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for the
duration of this Agreement insurance against claims for injuries to persons or damages to
property, which may arise from or in connection with its performance under this Agreement.
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A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
L Insurance Services Office ("ISO) Commercial General Liability Coverage Form
No. CG 00 O1 11 85.
2. ISO Form No. CA 0001 (Ed. 1/78) 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. Professional Liability Insurance covering damages which may result from errors,
omissions, or acts of professional negligence by Consultant.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liabilitv: $1,000,000 combined single limit per occurrence for bodily
injury, personal injury and property damage. If Commercial General Liability
Insurance or other form with a general aggregate limit is used, the general
aggregate limit shall apply separately to the work performed under this
Agreement, or the aggregate limit shall be twice the prescribed per occurrence
limit.
2. Automobile Liabilitv: $1,000,000 combined single limit per accident for bodily
injury and property damage.
3. Worker's Compensation 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. Professional Liabilitv Covera�: $500,000 combined single limit per occurrence.
If the coverage is an aggregate limit, the aggregate limit must apply separately to
the work performed under this Agreement, or the aggregate limit shall be twice
the per occurrence limit.
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 endarsed to contain,the following provisions:
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1. General Liabilitv and Automobile Liabilitv Covera�
a. The City, it officers, officials, employees and volunteers are to be
covered as additional insureds as respects; liability arising out of
activities performed by or on behalf of the Consultant, products and
completed operations of the Consultant, premises owned, occupied or
used by the Consultant, or automobiles owned, hired or borrowed by the
Consultant. The coverage shall contain no special limitations on the
scope-of-protection afforded to the City, its of�cers, 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 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 Liabilitv Coverage
The insurer shall agree to waive all rights of subrogation against the City, its
officers, officials, employees and volunteers for losses arising from Consultant's
performance of the work,pursuant to this Agreement.
3. Professional Liabilitv Coverage
If written on a claims-made basis, the retroactivity date shall be the effective date
of this Agreement. The policy period shall remain in place for the duration of
this project, and, for a period of not less than one (1) year from final payment
hereunder.
4. All Covera�
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
Except for professional liability insurance, insurance is to be placed with insurers with a
Best's rating of no less than A:VII and who are admitted insurers in the State of
California. Professional liability insurance may be underwritten by Lloyds of London.
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F. Verification of Coverage
Consultant shall furnish the City with certificates of Insurance and with original
Endorsements effecting coverage required by this Agreement. The Certificates and
Endorsements for each insurance policy are to be signed by a person authorized by that
insurer to bind coverage on its behalf. The Certificates and Endorsements are to be on
forms provided or approved by the City. 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
If Consultant uses subcontractors or sub-consultants, it shall cover them under its polices
or require them to separately comply with the insurance requirements set forth in this
Paragraph 6.1.
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 physical damage to
any property resulting from any negligent or wrongful act or omission committed by Consultant
or it's officers, agents or employees while performing services under this Agreement.
Consultant's liability for professional negligence shall be limited to $1,000,000.
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 ar 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 Ownership 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 at the completion of Consultant's services at no additional cost to City. Deliverables
are identified in the Scope-of-Services,
7.2 Governing Law. Consultant shall comply with the laws and regulations of the United States, the
State of California, and all local governments having jurisdiction over this Agreement. The
interpretation and enforcement of this Agreement shall be governed by California law and any
action arising under or in connection with this Agreement must be filed in a Court of competent
jurisdiction in Mendocino County.
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7.3 Entire Agreement. 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 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 Liti aQ tion. In the event a suit or action is instituted to enforce any of the terms and conditions of
this Agreement, the prevailing party shall collect, in addition to the costs and disbursements
allowed by statutes, such sums as the court may adjudge reasonable as attorney's fees in such suit
or action in both trial and appellate courts.
79 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 non-breaching 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 far 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.
7.10 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 SOURCE CALIFORNIA ENERGY SERVICES, INC.
ELECTRIC UTILITIES DEPT. 90 SAN LUIS STREET, SUITE A&B
411 WEST CLAY STREET AVILA BEACH, CALIFORNIA 93424
UKIAH, CALIFORNIA 95482-5400 U.S. MAILING ADDRESS:
P.O. BOX 3151
SAN LUIS OBISPO, CALIFORNIA 93403
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9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above
written:
CONSULTANT
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CITY CLERK
APPROVED AS TO FORM:
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CITY ATTORNEY, CITY OF UKIAH
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