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HomeMy WebLinkAboutKimley-Horn and Associates 2005-11-09AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement, made and entered into this day of& 2005 ("Effective Date"), by and between City of Ukiah, California, a general law municipal corporation ("City") and Kimley-Horn and Associates, Inc. ("Consultant"), a North Carolina Corporation. RECITALS This Agreement is predicated on the following facts: a. City requires consulting services as described in the Scope of Work, attached hereto and incorporated herein as Exhibit A. 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 attached hereto as Exhibit A. TERMS OF AGREEMENT 1.0 Description of Project. The Project is described in detail in the attached Scope of Work (Exhibit "A"). 2.0 SCOPE OF SERVICES 2.1 As set forth in Exhibit "A". 2.2. Additional Services. Additional services, if any, shall only proceed upon wri.tten 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 six months from receipt of the Notice to Proceed. ASR ProfSvcsAgreementKimley-Horn - Attcmt 10-19 PAGE t OF 8 *B 4.0 COMPENSATION FOR SERVICES 4.1 Basis for Compensation. For the performance of the professional services of this Agreement, Consultant shall be compensated in a lump -sum amount of $89;J58,.00, -which shall include all charges for work within the Scope of Work, including labor and expenses. 4.2 Changes. 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 Work" means different activities than those described in Exhibit "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 work shall be included within the lump -sum payment set forth 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 based on the percentage of the work satisfactorily completed. 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 INSURANCE AND 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. ASR ProfSvcsAgreementKimley-Horn - Attcmt 10-19 PAGE 2 OF 8 C. Minimum Scope of Insurance Coverage shall be at least as broad as 1. Insurance Services Office ("ISO") Commercial General Liability Coverage Form No. CG 00 01 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 negligent errors, omissions, or acts of professional negligence by Consultant. Minimum Limits of Insurance Consultant shall maintain limits no less than: 1. 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. 2. 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: $1,000,000 combined single limit per claim. 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. 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 ASR ProlSvcsAgreementKimley-Horn - Attcmt 10-19 PAGE 3 OF 8 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. 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 Liability 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. ASR ProfSvcsAgreementKimley-Horn - Attcmt 10-19 PAGE 4 OF 8 i` 3. ` Professional Liability Coverage If written on a claims -made basis, the retroactivity date shall be the effective date of this Agreement. The policy period shall extend from that date to a date which is not less than three years from the satisfactory completion of the Scope of Work. 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. 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 policies or require them to separately comply with the insurance requirements set forth in this Paragraph 6.1. ASR ProfSvcsAgreementKimley-Horn - Attcmt 10-19 PAGE 5 OF 8 6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition thereto, Consultant shall indemnify, 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 to the extent 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. 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 to -the extent caused by the negligence or willful misconduct of City or City's employees. 7.0 CONTRACT PROVISIONS 7.1 Ownership of Work. City acknowledges the Consultant's documents, including electronic files, as instruments of professional service. Nevertheless, the final documents prepared under this Agreement shall become the property of the City upon completion of the service and payment in full of all monies due the Consultant. Deliverables are identified in the Scope of Work, Exhibit "A." All documents furnished to Consultant by City are City's property and shall be returned upon completion of services. Consultant is permitted to retain copies of documents. furnished by City. If City uses any documents produced by Consultant for any purpose other than as contemplated in the Scope of Work, Consultant shall have no liability arising from said use and City agrees to indemnify and defend Consultant against any claim made against Consultant that arises out of such use. 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, including exhibits and executed Amendments set forth the entire understanding between the parties and supersedes any other statements by or agreements or understandings between the parties concerning the Scope of Work or the performance of services by Consultant for City. ASR ProfSvcsAgreementKimley-Horn - An= 10-19 PAGE 6 OF 8 .e' 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 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 Termination. This Agreement may be either party on seven (7) days prior written notice to the other party. 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. 7.9 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,ofthe Agreement between the, parties. ,. , 8.0 Notice. Whenever notice is permitted or required under this Agreement, it shall be deemed given when personally served by personal delivery, fax or overnight courier, or when deposited in the United States mail with proper first class postage affixed thereto and addressed as follows: CITY OF UKIAH KIMLEY-HORN AND ASSOCIATES, INC. C/o City Manager 300 Seminary Avenue Ukiah, California 95482-5400 FAX: 707-463-6204 Either party may change its official address by giving notice as provided in this paragraph. ASR ProfSvcsAgreementKimley-Horn - Attcmt 10-19 PAGE 7 OF 8 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: KIMLEY-HORN AND ASSOCIATES, INC. BY: evo Date PRINT NAME: . 7P C) V%5-(- ES IRS IDN Number CITY OF UKIAH CANDACE HORSLEY Date CITY MANAGER ATTEST MARIE ULVILA Date CITY CLERK APPROVED AS TO FORM: DAVI . RAPPbAT CITY ATTORNEY, CITY OF UKIAH ASR ProtSvcsAgreementKimley-Horn - Attcmt 10-19 PAGE 8 OF 8