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HomeMy WebLinkAboutHDR Engineering, Inc. 2006-10-26AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES d---1 This Agreement, made and entered into this 'P 9 day of J'14 Z , 2006, by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and HDR Engineering, Inc., a Nebraska Corporation, hereinafter referred to as "Consultant". RECITALS This Agreement is predicated on the following facts: a. City requires consulting services related to the preparation of design services for the STIP Railroad Crossing Rehabilitation Project. 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, Work Schedule, and Consultanfs Proposal for Design Services for STIP Railroad Crossing Rehabilitation dated July 11, 2006 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 WORK 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 by no later than October 2, 2006. 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 $133,007. 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 ProfSmAgreement-rr xing rehab.doc PAGE 1 OF 7 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 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 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 $133,007 provided in Section 4.1. 4.4 Terms of Payment. 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 Liability. 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. A. Minimum Scope of Insurance Coverage shall be at least as broad as: Insurance Services Office (ISO) Commercial General Liability Coverage Form No. CG 0001 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. 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. ProfSmAgreement-rr xing rehab.doc PAGE 2 OF 7 B. Minimum Limits of Insurance Consultant shall maintain limits no less than: General Liability: $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. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Worker's Compensation and Employers Liability: 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 Liability Coverage: $1,00,000 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 endorsed to contain, the following provisions: 1. General Liability and Automobile Liability Coverages 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 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 excess of the Consultant's insurance and shall not contribute with it. ProfSvcsAgreement-rr xing rehab.doc PAGE 3 OF 7 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 Liabilijy 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. Professional Liability Coverage If written on a claims -made basis, the retroactivity date shall be the effective date of this Agreement. 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. 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. 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. ProtSvcsAgreement-rr xing rehab.doc PAGE 4 OF 7 G. Subcontractors If Consultant uses subcontractors or sub -consultants, it shall cover them under its policies 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 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 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 -Work, Attachment "A". 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. 7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set 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 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. 7.7 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. ProfSvcsAgreement-rr zing rehab.doc PAGE 5 OF 7 7.8 Liti ation. 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. 7.9 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 parry 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 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. 7.10 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 DEPT. OF PUBLIC WORKS HDR ENGINEERING, INC. 300 SEMINARY AVENUE 2121 N. CALIFORNIA BLVD., STE. 475 UKIAH, CALIFORNIA 95482-5400 WALNUT CREEK, CALIFORNIA 94596-7334 ProfSvcsAgreement-rr xing rehab.doc PAGE 6 OF 7 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written: CONSULTANT HDR Engineering, Inc. BY: ' Z¢ dG Date PRINT NAME: Darlene K. Gee, Vice -President 47-0680568 IRS IDN Number CITY OF UKIAH BY: CANDACE HORSLEY CITY MANAGER ATTEST GAIL PETERSEN CITY CLERK APPROVED AS TO FORM: 4 rA".. Ia DA J. PO T CITY ATTORNEY, CITY OF UKIAH ProfSvesAgreement-rr xing rehab.doe PAGE 7 OF 7 Date 7 ---Z k e>,(� Date ATTACHMENT "A" Scope of Work The scope of work for design of the STIP Railroad Crossing Rehabilitation Project shall include, as a minimum, the tasks described below: • Perform field surveys and limited topographic mapping as required to design the railroad crossing rehabilitation project, prepare final construction plans ready for bid advertising, prepare technical specifications and quantity estimates for the work, provide a detailed engineering estimate of cost at the completion of design, and provide a time line estimate. • Determine the appropriate structural section for each crossing location (concrete panel section and AC pavement section). • Prepare all necessary permit applications for the project. • Review right of way widths at each crossing location to determine adequacy for construction of project. • Determine the need for temporary construction easements. Prepare legal descriptions and easement plot maps. The City will be responsible for obtaining temporary construction easements. • Provide one set of reproducible mylar plans and one copy -ready set of specifications. • Provide one copy of contract documents, plans and specifications in digital format. • Provide 20 bound copies of specifications and 20 sets of full size plans. • Provide one set of reproducible mylar "AS -BUILT" drawings after completion of the project construction. Work Schedule • Consultant initiates and completes design for railroad crossing rehabilitation: July 19, 2006 through September 26, 2006. • Consultant submits draft plans and specifications for railroad crossing rehabilitation for review: September 26, 2006. • City reviews and comments on draft plans and specifications for railroad crossing rehabilitation: September 26-27, 2006 • Consultant makes final revisions to plans & specifications and prepares copies of bid package for advertisement: September 27 — October 2, 2006 • Advertise project for bids October 3, 2006 Consultant's Proposal for Design Services for STIP Railroad Crossing Rehabilitation dated July 11, 2006 (attached)