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HomeMy WebLinkAboutSangiacomo Landscape 2007-08-1407 AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement, made and entered into this 19' day of , 2007 ("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter to as "City" and Sangiacomo Landscape, hereinafter referred to as "Consultant". RECITALS This Agreement is predicated on the following facts: a. City requires consulting services related to the preparation of revegetation and irrigation plans, technical specifications, and probable construction cost estimate for a defined portion of the Orchard Ave Bridge at Orr Creek Project; the defined portion being along the creek banks of Orr creek from the stream bed to the top of bank within 75 feet of each bridge abutment face. 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 date for the 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. Agreement for Preparation of Revegetation and Irrigation Plan and Technical Specifications Orchard Ave Bridge -1- 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 the City and shall complete such services within six (6) weeks 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 Lump Sum basis in the amount of $3,245.00 based on the scope of work defined in Attachment"A". 4.2 Chancres. 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 if said sub -consultant was not identified in the Consultant's proposal. The cost of sub -consultants shall be included within the lump sum 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 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 and the percentage of the lump sum amount each completed item of work represents. Invoices shall be accompanied by documentation sufficient to enable City to determine progress made and 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 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 venture, or partner of Ukiah for any purpose whatsoever. Ukiah 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. Agreement for Preparation of Revegetation and Irrigation Plan and Technical Specifications Orchard Ave Bridge -2- Those provisions of this Agreement that reserve ultimate authority in Ukiah 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 Ukiah. 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 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. 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. Agreement for Preparation of Revegetation and Irrigation Plan and Technical Specifications Orchard Ave Bridge -3- 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 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. B. 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. Errors and Omissions liability: $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. Agreement for Preparation of Revegetation and Irrigation Plan and Technical Specifications Orchard Ave Bridge -4- D. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: 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. 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 to the City's final approval of the Contract Documents. 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. Agreement for Preparation of Revegetation and Irrigation Plan and Technical Specifications Orchard Ave Bridge -5- 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. 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 agrees to indemnify the City for any claim, cost or liability that arises out of, or pertains to, or relates to the negligence, recklessness, or willful misconduct of the Consultant and its agents in the performance of services under this contract, 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, agents, and subcontractors. Agreement for Preparation of Revegetation and Irrigation Plan and Technical Specifications Orchard Ave Bridge -6- 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". 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 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. Agreement for Preparation of Revegetation and Irrigation Plan and Technical Specifications Orchard Ave Bridge -7- • 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 SANGIACOMO LANDSCAPE DEPT. OF PUBLIC WORKS 3150 GUIDIVILLE RESERVATION ROAD 300 SEMINARY AVENUE UKIAH, CA 95482-6112 UKIAH, CALIFORNIA 95482-5400 Agreement for Preparation of Revegetation and Irrigation Plan and Technical Specifications Orchard Ave Bridge -8- 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: SIANGIACOMO LANDSCAPE �-JQ IV Date PRINT NAME: _ Gtr it e,04' -o IRS IDN Number CITY OF UKIAH BY CANDACE HORSLEY Date CITY MANAGER TTES (_-A LI BRO Date DEPUTY CITY CLERK APPROVED AS TO FORM: DA\XD-1--RAPP'0kf CITY ATTORNEY, CITY OF UKIAH Agreement for Preparation of Revegetation and Irrigation Plan and Technical Specifications Orchard Ave Bridge -9- f ATTACHMENT "A" DESCRIPTION OF PROJECT, SCOPE OF WORK, DELIVERABLES AND SCHEDULE FOR COMPLETION FOR PROVIDING RE-VEGETATION/RE-PLANTING AND IRRIGATION PLAN, TECHNICAL SPECIFICATIONS, AND PROBABLE CONSTRUCTION COST ESTIMATE FOR THE ORCHARD AVE BRIDGE AT ORR CREEK PROJECT Description of Work The work of the agreement shall consist of providing plans, technical specifications, and probable construction cost estimate for the revegetation/re- planting of Orr Creek from stream bed to top of bank within a zone of approximately 75 feet from each bridge abutment face. The plan shall show the removal limits for the vinca, blackberries, and other non-native plant species, the placement of new native ground cover and the placement of 21 each -15 gallon trees. Plans shall also show the construction of a temporary irrigation system which will be needed to ensure plant establishment. The location of irrigation service will be provided to the Consultant by the City. Scope of Work The following tasks shall be performed by the Consultant to accomplish the stated goals for native re -vegetation, tree replanting and temporary drip irrigation work for the defined portion of Orr Creek: A. Pre -Site Evaluation 1. Inventory of existing riparian species and densities 2. Determine soil type 3. Soil limitations and stream bank stabilization 4. Available precipitation 5. Maximum and minimum temperature averages 6. Physical aspects 7. Hydrology 8. Clean determination in regards to intended primary use of revegetation plantings 9. Presence and extent of noxious weed populations 10. Presence of weed seed bank in the top soil after preparation B.. Preliminary and Final Topographic Layout Design of Revegetation Plan 1. Plan review revision at 50% design stage 2. Final Mylar design with technical specifications and probable construction cost estimate -1- C. Plans to show 1. Removal limits of vinca, blackberries, and other non-native plants 2. Final grading within planting/re-vegetation zone 3. Organic soil amendments if needed 4. Erosion mat/organic weed control if needed 5. Planting and staking of 21 each — 15 gallon native tree species 6. Planting of native shrubs and ground cover covering areas 75 feet east and west of bridge abutment faces (planting/revegetation zone) 7: Installation of temporary drip irrigation system a. manifold consisting of 2 inline valves, pressure reducers, latching battery solenoids b. gate valve in valve box c. wireless radio controller d. Y2" stapled drip line e. Pressure compensating micro flapper emitters D. Evaluation/Monitoring Plan Strategy Guidelines 1. Guidelines/technical details for maintaining the project for a minimum of 2 to 3 years will be provided. Eradication of existing blackberries, vinca major and the removal of 7 trees are not included in the scope of work. Stabilization .of eroding stream banks with boulder rip rap material is not included in the scope of work Deliverables Deliverables will include a 24" by 36" plan prepared on mylar showing the removal limits of the non-native plant materials and the proposed re- planting/revegetation and temporary irrigation system, technical specifications prepared in Microsoft Word, and a probable construction cost estimate prepared in Microsoft Excel. Should the consultant elect to prepare the plan in AutoCAD, a digital copy of the plan shall be provided along with the mylar hard plan copy. Digital copies of the technical specifications and the probable construction cost estimate shall be provided along with one set of hard copies. The City will incorporate the technical documents into the Special Provisions for the Project. Schedule for Proiect Completion All Scope of Work items and the delivery of all deliverables to the City shall be completed within six (6) weeks from the Consultant's receipt of the Notice to Proceed with the Work of the Consultant Service Agreement. -2-