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HomeMy WebLinkAboutWater Resources Consulting Services 2006-03-22C: �� A,V C32 c( AGREEMENT FOR PROFESSIONAL CONSULTINC.7 SERVICES This Agreement, made and entered into this �, — day of March 2006, ( "Effective Date ") by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Water Resources Consulting Services, hereinafter referred to as "Consultant". RECITALS This Agreement is predicated on the following facts: a. City requires professional services related to the performance of work requiring special knowledge of hydrology and hydraulics and licensure as a Professional Civil Engineer, registered in the State of California. b. Consultant represents that he 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 ", describing contract provisions for the services to be provided pursuant to this Agreement. TERMS OF AGREEMENT 1.0 DESCRIPTION AND SCOPE OF SERVICES 1.1 Consultant shall provide the services as set forth in "Exhibit A ", attached hereto. 1.2. 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. 2.0 CONDUCT OF WORK 2.1 Time of Completion. Consultant shall commence performance of services as required by the Scope of Work on or after the Effective Date. Consultant understands and agrees that the City reserves the right to use other employees or independent contractors to perform the same or similar services during the term of this Agreement. Consultant shall complete all requested work to the City's reasonable satisfaction, even if contract disputes arise or Consultant contends it is entitled to further compensation. 3.0 COMPENSATION FOR SERVICES 3.1 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 maximum dollar amount of $10,000 without the express written permission of the Director of Public Works. Labor charges shall be based upon Consultant's standard hourly billing rates Van Bruggen Agreement v3.doc Page 1 of 9 for the various classifications of personnel in effect as of the date of this contract, 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 customary and reasonable. Consultant's Schedule of Fees are attached hereto as "Exhibit B." The Consultant has reviewed the areas under study and has estimated the time and expenses necessary to complete the study. Barring unforeseeable circumstances or events beyond Consultant's control, he represents, using his professional judgment, that all of the tasks can be completed for $10,000, including both time and expenses. 3.2 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 "Exhibit A' and not additional time to complete those activities than the parties anticipate on the date they entered this Agreement. 3.3 Subcontractor Payment. The use of subconsultants 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 in accordance with the Schedule of Charges attached as "Exhibit B." 3.4 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. 4.0 ASSURANCES OF CONSULTANT 4.1 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. 4.2 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. 5.0 INDEMNIFICATION 5.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 5.2 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: Van Bruggen Agreement v3.doc Page 2 of 9 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. 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. 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. Van Bruggen Agreement v3.doc Page 3 of 9 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 from January 1, 2006 to December 31, 2006. 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 Van Bruggen Agreement v3.doc Page 4 of 9 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 5.1. 5.2 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 its 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. 6.0 CONTRACT PROVISIONS 6.1 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 ". 6.2 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. 6.3 Entire Agreement. This Agreement plus its Exhibit(s) and executed Amendments set forth the entire understanding between the parties. 6.4 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. Van Bruggen Agreement v3.doc Page 5 of 9 6.5 Modification. No modification of this Agreement is valid unless made with the agreement of both parties in writing. 6.6 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. 6.7 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. 6.8 Litigation. 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. 6.9 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 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. 6.10 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. 7.0 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 Water Resources Consulting Services 300 Seminary Avenue PO Box 19 Ukiah, CA 95482 Guerneville, CA 95446 Van Bruggen Agreement v3.doc Page 6 of 9 8.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written: WATER RES. RC NSU NG SERVICES, CONSULTANT BY: Print Name: CITY OF UKIAH Date: 1 BY: ` fir �., Date: CANDACE HORSLEY, CITY ANAGER ATTEST BY: G��% - --' Date: MARIE ULVILA, CITY CLERK APPROVED AS a FORM: DAVI PPO T, CITY A7 TOR EY, CITY OF UKIAH Van Bruggen Agreement v3.doc Page 7 of 9 EXHIBIT A SCOPE OF SERVICES 1. Consultant is a firm that employs one or more Civil Engineers licensed as such under the laws of the State of California. 2. Consultant agrees to provide a conceptual design for a feasible and cost effective means of storm water detention. This shall be performed in accordance with the consultant's letter dated July 19, 2005 and addressed to Diana Steele. The consultant shall use professional judgment to complete this study and perform whatever tasks he feels are necessary to provide the City with this study. At a minimum the consultant will provide the following: A. Evaluate and rank the following sites: 1. The north lawn area at City Hall 2. The north east lawn area at City Hall 3. The south east lawn area at City Hall 4. Alex R. Thomas Plaza as it is bordered by State Street on the East, School Street on the West and the extension of Stephenson on the North. 3. Evaluate the proposed flows in the Cleveland Lane drainage ditch, for each alternative above (2. A. 1 -4). Estimate the size of the pipe configuration within the Cleveland Lane Drainage Ditch that would best handle these flows with consideration of possible overflows being unavoidable. Van Bruggen Agreement v3.doc Page 8 of 9 EXHIBIT B Van Bruggen Agreement v3.doc Page 9 of 9 WATER RESOURCES CONSULTING SERVICES Fee Schedule 1. Listed herein are typical fees for the engineering services most frequently performed by Water Resources Consulting Services (WRCS). Fees for other services, not listed, will be given upon request. 2. Materials and expenses (printing, outside computer services, courier services, subcontracts, fees, etc.) are invoiced at cost plus 15 %. 3. Invoices will be submitted by WRCS from time to time, but no more frequently than every two weeks, and will be due upon presentation. Accounts unpaid after 30 days may be considered past due and subject to a late payment charge at a rate of 18% per annum. 4. This Fee Schedule is applicable until June 30, 2006 and is limited to that date in any contract of which it is a part, unless special provisions are included in the original contract. Compensation for work yet to be performed after that date shall be adjusted accordingly and shall reflect a change in the Fixed Fee or Not to Exceed figures in the attached contract. 5. Travel time is billed at normal billing rates. Out of pocket expenses for travel requiring overnight lodging and meals will be charged to the Client. Personnel Rates Principal Engineering Hydrologist - Richard Van Bruggen, M.S., P.E. $145 per hour $185 per hour $320 per hour $125 per hour $95 per hour $55 per hour Standard Work Tasks Public Meetings and Presentations Depositions and Court Appearances Senior Engineer Engineering Technician /Draftsman Administrative /Typing Terms and conditions accepted: Name Date