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HomeMy WebLinkAboutJane Valerius Environmental Consulting 2015-04-03 �n(,e n��. I 9 I 5- 1 �� AGREEMENTFOR PROFESSIONAL CONSULTING SERVICES 1,-,' ' , This Agreement, made and entered into this --1 day of�L�, 2015 ("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Jane Valerius Environmental Consulting, a sole proprietorship 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 completion of a special status plants survey and report. 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. TERMSOFAGREEMENT 1.0 DESCRIPTION OF PROJECT 1.1 The Project is described in detail in the attached Scope-of-Work (Attachment "A"). 2.0 SCOPE OF SERVICES 2.1 As set forth in Attachment "A". 2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement between City and Consultant. The written Agreement shall be in the form of an Amendment to this Agreement. 3.0 CONDUCT OF WORK 3.1 Time of Completion. Consultant shall commence performance of services as required by the Scope-of-Work upon receipt of a Notice to Proceed from City and shall complete such services within 7 months 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 Compensation. For the performance of the professional services of this Agreement, Consultant shall be compensated on a time and expense basis not to exceed a guaranteed maximum dollar amount of $18,950. Labor charges shall be based upon hourly billing rates for the various classifications of personnel employed by Consultant to perform the Scope of Work as set forth in the attached Attachment B, Agreement—Land�ill Special Sta�us Planl Survey P.AG6 I OF 7 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 Changes. Should changes in compensation be required because of changes to the Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in compensation. "Changes to the Scope-of-Work" means different activities than those described in Attachment "A" and not additional time to complete those activities than the parties anticipated on the date they entered this Agreement. 4.3 Sub-contractor 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. 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. Gonsultant (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- employment taxes that are due the state and federal government and shall fumish 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. Agreement— Landfill Special S�atus Plant Sun�ec PAGE 2 OF 7 Consultant warrants and represents that it is a properly licensed professional or professional organization with a substantial investment in its business and that it maintains its own offices and staff which it will use in performing under this Agreement. 5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to City. Consultant has no interest and will not acquire any direct or indirect interest that would conflict with its performance of the Agreement. Consultant shall not in the performance of this Agreement employ a person having such an interest. If the City Manager determines that the Consultant has a disclosure obligation under the City's local conflict of interest code, the Consultant shall file the required disclosure form with the City Clerk within 10 days of being notified of the City Manager's determination. 6.0 INDEMNIFICATION 6.1 Insurance 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 full period of time allowed by law, surviving the termination of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with its performance under this Agreement. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 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 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 including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, the general aggregate limit shall apply separately to the work performed under this Agreement, or the aggregate limit shall be finrice the prescribed per occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. Agreemen(— Lan�ll Special Status Plant Swve�� PAGE 3 Of'7 3. Worker's Compensation and Employers 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. C. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects to the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 1. General Liability 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 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 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 Coveraqe 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. Agreemenl— Land�ll Special Stalus PIan1 Surre. PAGE 4 OF 7 3. Professional Liability Coveraqe If written on a claims-made basis, the retroactivity date shall be the effective date of this Agreement. The policy period shall extend for the duration of the work being performed. 4. All Coveraqes 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. Best's rating of no less than A- for financial strength, AA for long-term credit rating and AMB-1 for short-term credit rating. F. Verification of 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 comptete, 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. Agreement— Landfill Special Status Plant Surveq PAGE 5 OF 7 "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 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 additionaf 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 Goveminq 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 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 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 Agreemenl— Landfill Special Stalus Planl Survey PAGE C OF 7 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 Execution of Apreement. This Agreement may be executed in duplicate originals, each bearing the original signature of the parties. Alternatively, this Agreement may be executed and delivered by facsimile or other electronic transmission, and in more than one counterpart, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. When executed using either alternative, the executed agreement shall be deemed an original admissible as evidence in any administrative or judicial proceeding to prove the terms and content of this Agreement. 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 Jane Valerius Environmental Consulting DEPT. OF PUBLIC WORKS 2893A SCOTTS RIGHT OF WAY 300 SEMINARY AVENUE SEBASTOPOL, CA 95472 UKIAH, CALIFORNIA 95482-5400 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CONSULTANT BY: i�u r��- li o��F':��L:=_ ;�(`a.r��_� ��� ��.��_ ��–�� —1� , / Date PRINT NAME: �J<v��r VC(�rcv � �., ��`��- �fy- Ir 2_c IRS IDN Number CITY OF UKIAH BY: �?,�� �" ,� L-`t= ��„�'F.3 .-�L G�/S i � J Date f CITY MANAGER ATTEST ;' 1 J j. �, � �� � � � GLL� �U'�, � � " - �-��@�.� ( 3. �2 E'l S'� CI CLERK Date Agreertrent- Landfill Special Staluc Plant Surce� PAGE 7 OF 7 �;f�c�ment # ��� �� JA�'�E Vf1LERIUS EIVVIRONMENTAL CONSULTING 2893A Scotts Right of Way, Sebastopol, CA 9�472 Office: (707) 824-1463 ♦ Mobile: (707) 529-2394 Email: i�alerius�a�,earth�in�:.net Website: ���«w.ivenvironmental.com Febr��ary 25, 2015 Mr. Tim Eriksen Citv of Ukiah Public Works Depamnent 300 Seminary Avenue Ukiah, CA 95482 Dear Mr. Eril:sen: Tharilc you for thinkin�of us for tllis project. This proposal provides a scope of work and cost estimate to conduct protocol level seasonal surveys for special status plants for the Ukiah Landtill project located at 3100 Vichy Springs Rd, Ukiah, CA. I am including Geri Hulse-Stephens to assist me with the plant surveys. Geri and 1 have worked together on many projects and she lives in Willits and is very familiar with the Mendocino County flora. SCOPE OF WORK Task 1: ProtocoUSeason Survevs for Special Status Plants: Surveys will be conducted in accordance with California Departinent of Fish & Wildlife (CDFW) and U.S. Fish & Wildlife Service (USFWS) ;uidelines whicli require that surveys be conducted when the plants are most identifiable, which is typically when they are in flower, and that the surveys be floristic meaning that all plants on the site be recorded. Based on an initial review of the CNDDB and the California Native Plant Society rare plant inventory there is a potential for�3 special status plants to occur in the area. I recommend that surveys be conducted in April, May and July in 2015 to cover the flowering period for all the potential special status plants that could occur to be in compliance with NEPA and CEQA. A report will be prepared that will present the findin�s of the special status plant surveys. The report will be submitted after all the plant surveys have been comp(eted. The cost estimate includes one draft and one final report. We have also included costs for review for special status lichens and mosses which show up on the list. Voucher specimens will be collected and sent to an expert for positive identifieation. The survey area is approximately 75 acres. We are assuming 2 days per field site visit for a total of 6 days with 2 people so that would be 12 person days at l0 hrs per day, which also includes travel to and from the site. We are also including time for plant identification and report writing. My billin� rate is $120/hr and Geri's is $90/hr. Mileage is billed at $0.575/mile. Please note that if we are able to complete the surveys in less time we wi11 only bill for the time we actually spend on the project. Labor and Cost Estimate: �18,950.00 ASSUMPTIONS: 1. Jane Valerius Environmental Consultina requires access to all project reports, aerial pltotographs, and maps relati�lg to the site's environmental resources in order to provide the described scope of services in an efficient manner. It is assumed that Client will provide ail necessary site plans,base maps, and �rading plans. �. C(ient or other project teain members shall provide services ❑ot included in this scope of work. inciuding: detailed description of the proposed activiry, inc(uding secondary project features such as access roads, etc., preparation of CAD or other digital drawinQs, CEQA or NEPA documents, plannin�, enaineering, geotechnical, hazardous waste, cultural resources and Itydrologic services. The Clie��t or others shall provide necessary hydrologic studies, including studies of draina�e, water table profiles and water quality, necessary for wetlands mitigation planning. 3. This scope of work is provided as complete. Related services not included in tllis scope may include, but are not limited to, focused wildlife or plant surveys other than those described above. analysis of impacts, extensive or protracted agency negotiations, beyond what is described, development of conceptual or detailed miti�ation plans, attendance at any meetings other than those described, additional team coordination, completioi� or review of any CEQA or NEPA documentation, response to comments, additional client or agency coordination, presentations, or attendance at public hearinas. 4. No �uarantees, espressed or implied, are made by Jane Valerius Environmental Consulting regarding final approval or acceptance by a�encies of survey results, project plans, or mitigation measures. COMPENSATION AND TERMS Jane Valerius Environmental Consulting alon� with Geri Hulse-Stephens can perform the services described as Task 1 on a time-and-materials basis. All expenses, such as mileage, postaQe, faY, etc. will be billed at direct cost to the client. The proposed fee is for the herein-described services only. Any additional services requested by Ciie�rt, such as attendance at additional meetings, will be considered "e�tra services" aud will be billed at rates currently in effect at the time services are performed. EYtra services will not be performed without verbal and/or written authorization from Client. [nvoices will be submitted on a monthly progress basis_ are due and payable upon receipt, and are considered delinquent 30 days after the invoice date. 1 reserve the right to stop work and/or withhold products when any invoice payment becomes delinquent. A l.5- percent interest charge will be added to accounts reaching 30 days past due. This proposai is valid for 60 days. We will not conduct any field work until all contract documents, including insurance wording, limits and other requirements, have been provided to us, with suf6cient time to obtain the necessary insurance certificate, and fiilly execute contracts. Once eYecuted, this contract is valid for a period of 6 months; any delays in work may require renegotiation of this contract. Billing will be submitted upon completion of the scope work identified in this contract; if work extends over successive monthly periods, statements will be submitted monthly. [ am prepared to proceed with the services describe upon receipt of a si�ned capy of this proposal/a�reement or upon receipt of a Faxed copy of a signed signature page or you may provide a contract of your choosin�. I look forward to working with yau on this project. ACCEPT?�NCE ANll AUTHORIZATIOIV Accepted on this 2�th day of February 2015 at Sebastopo(, Sonoma County,California. �� � / ^ - -.._id'r7�-lltc����i 1Lt-.� �—'�--(�, �5� z�?/S. .Iane T�alerius Date Client Date Ukiah Land[ill Plant Survevs � Jane Vaferius Pebruan 2�.201� Environm�n[al Consultine ATTACHMEN7 B FEE SCHEDULE JANE VALERIUS ENVIRONMENTAL CONSULTING Hourly Rate for Jane Valerius $120.00/hr Hourly Rate for Geri Hulse-Stephens: $90/hr Mileage: $0.575/mile All other expenses billed at cost.