Loading...
HomeMy WebLinkAboutLACO Associates 2008-08-14AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement, made and entered into this 1441day of AW-%U5T , 2008 ("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and LACO Associates, a corporation, 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 preparation of bid documents for the Orr Street Bridge Deck Replacement. 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. 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 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 45 calendar days 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. Orr Street Bridge Deck Replacement - LACO Associates PAGE I OF 8 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 $9,500. 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, 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 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 guaranteed not -to -exceed amount 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 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. Consultant (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. Orr Street Bridge Deck Replacement - LACO Associates PAGE 2 OF 8 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 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. Consultant represents and can provide certifications upon request 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 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 00 01 11 85. 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 Consultant's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability. Orr Street Bridge Deck Replacement - LACO Associates PAGE 3 OF 8 191 C C Minimum Limits of Insurance Consultant shall maintain limits no less than: 2. 3. 4 5 General Liability: $2,000,000 in aggregate, $1,000,000 each occurrence limit. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. Umbrella Liability: $1,000,000 Aggregate, $1,000,000 each occurrence. 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. Errors and Omissions liability: $1,000,000 per claim and annual aggregate. 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 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. 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, and employees 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 in Orr Street Bridge Deck Replacement - LACO Associates PAGE 4 OF 8 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. 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 August 14, 2008 to October 14, 2008. 4. All Coverages Each Insurance policy required by this clause shall state that coverage shall not be suspended, voided, canceled by either party, except after thirty (30) days prior written notice by mail, has been given to the City. E. Acceptability 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 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. Orr Street Bridge Deck Replacement - LACO Associates PAGE 5 OF 8 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 agrees to indemnify the City for any claim, cost or liability that arises out of, or pertains to, or relates to the performance of services under this contract to the extent caused by Consultant's negligent acts, errors, or omissions, 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. "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, 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 Consultant's services at no additional 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. City indemnifies Consultant of any and all claims associated with the unauthorized reuse of Consultant's work by the City, their officers, employees, agents, or subcontractors. 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. Orr Street Bridge Deck Replacement - LACO Associates PAGE 6 OF 8 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 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 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 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: TIM ERIKSEN, DIRECTOR OF PUBLIC WORKS / CITY ENGINEER CITY OF UKIAH DEPT. OF PUBLIC WORKS 300 SEMINARY AVENUE UKIAH, CALIFORNIA 95482-5400 JOHN BERGENSKE, COO LACO ASSOCIATES PO BOX 1023 EUREKA, CA 95502-1023 Orr Street Bridge Deck Replacement - LACO Associates PAGE 7 OF 8 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CONSULTANT BY: a42 JrlHN BE GE E Date ��{ - 2z7f39�3Z IRS IDN Number CITY OF UKIAH BY: JANE CHAMBERS CITY MANAGER -ATTEST l LIN RO CITY CLERK Orr Street Bridge Deck Replacement - LACO Associates PAGE 8 OF 8 "c/'2- S—/:f- Date 9= -0& / Date BIWA auae 1.3 AR A:3 ENGINEERS • GEOLOGISTS • ENNARONMENTAL LEONARD M. OSBORNE • CE 38573 DAVID N. LINDBERG PG 5581 /CEG 1895 CHRISTOPHER J. WATT PG 7586/CEG 2415 FRANK R. BICKNER • PG 7428 RONALD C. CHANEY, Ph.D • CE 29027/GE 00934 July 30, 2008 Attachment # 6996.00 City of Ukiah 300 Seminary Avenue Ukiah, California 95482 Attention: Mr. Rick Seanor, Deputy Director of Public Works Subject: Orr Street Bridge Deck Replacement Project Dear Mr. Seanor: Thank you for the opportunity to submit a proposal for the Orr Creek Bridge Deck Replacement Project on Orr Street in Ukiah. LACO Associates (LACO) is prepared to provide professional engineering services on the aforementioned project and have prepared the following project scope proposal based upon the conversation I had with you. Task I. Project Review and Field Investigation $800 a. Review Existing Documents b. Field Investigation of Existing Structure Task II. Prepare Calculations $2,800 c. Decking System d. Guard Railing System e. Evaluate Loading Requirements f. Calculate Load Capacity and Deflections of Girders Task III. Prepare Plans and Specifications $5,400 g. Drawings i. Cover Sheet ii. Demolition / Decking Plan iii. Structural Details of Railing and Deck h. Prepare Engineer Estimate i. Prepare Special Provision Specifications Task IV. Bid Assistance $500 j. Respond to RFI k. Prepare Addendum TOTAL — $9,500 Assumptions and Exceptions to the above scope: a. Traffic Studies not required b. Analysis of existing foundation system not included c. Applications for Permits by City d. City to prepare Bid Documents and General Conditions e. Construction Inspection by City £ Construction Material Testing by City g. Design Load is HS -20 and existing structure meets this load requirement. Eureka: 21 W. 4th Street • P.O. Box 1023 • Eureka, California 95502 • 707-443-5054 • FAX 707-443-0553 Ukiah: 1 01 C N. State Street • Ukiah, California 95482 • 707-462-0222 • FAX 707-462-0223 800-515-5054 • www.lacoassociates.com 6 . Orr Street Bridge Deck Replacement Project City of Ukiah; LACO Project No. 6996.00 July 31, 2008 Page 2 Based on this scope, LACO proposes a total fixed fee in the amount of $9,500. Thank you for considering LACO. We look forward to assisting you in successfully concluding of this project. Please contact me if you have any questions or need additional information. Sincerely, LACO Associates 'I'", wt—, David J. Bahr, PE Regional Engineering Manager DJB:tgc PA6900\6996 City of Ukiah - Orr Street Bridge\proposal\Proposal for Orr Creek Bridge - Ukiah.doc