HomeMy WebLinkAboutWinzler & Kelly 2006-11-17? bl1,7Cu
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
[Design Professional]
This Agreement, made and entered into this It day of 2006 ( "Effective
Date "), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and
WINZLER & KELLY CONSULTING ENGINEERS, 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 the stakeholder outreach, implementation
assistance and possible update of its Sewer Lateral Ordinance.
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
Std - ProtSvcsAgreement- JuIy2002
PAGE 1 OF 7
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 the project time lines as specified in Attachment "A" 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 time and expense basis not to
exceed a guaranteed maximum dollar amount of $9,900 based on the scope of work
defined in Attachment "A ". 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 Exhibit 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 Exhibit 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 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 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 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 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 venturer, or partner of Ukiah for any purpose
whatsoever. Ukiah shall have no right to, and shall not control the manner or prescribe
Std - ProfSvcsAgreement- JuIy2002
PAGE 2 OF 7
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 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.
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.
Std - ProfSvcsAgreement- Ju1y2002
PAGE 3 OF 7
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 claim.
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.
Std — ProlSvcsAgreement- Ju1y2002
PAGE 4 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.
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.
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
Std - ProfSvcsAgreement- Ju1y2002
PAGE 5 OF 7
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 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.
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
instruments of professional services, not products, and 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 and payment in full for Consultant's services at no
additional cost to City. Deliverables are identified.in the Scope -of -Work, Attachment "A ".
Consultant shall not be responsible or liable to the City or others for any damages,
liabilities, or costs arising from the modification of the Work Product or it reuse by the
City or any person or entity that acquires or obtains the Work Product from or through
the City.
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.
Std - ProlSvcsAgreement- JuIy2002
PAGE 6 OF 7
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.
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
UTILITIES DEPARTMENT
300 SEMINARY AVENUE
UKIAH, CALIFORNIA 95482 -5400
WINZLER & KELLY CONSULTING ENGINEERS
ATTENTION: TED WHITON
495 TESCONI CIRCLE
SANTA ROSA, CA 95401 -4696
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
WINZLER & KELLY CONSULTING ENGINEERS
BY:
Std — ProlsvcsAgreement- Iuly2002
PAGE 7 OF 7
PRINT NAME: 74e0dp C .
(vFs
IRS IDN Number
CITY OF UKIAH
CANDACE HORSLEY
CITY MANAGER
Date
Date
-z.. —67
GAIL PETERSEN Date
CITY CLERK
APPROVED AS TO FORM:
P
CITY ATTORNEY, CITY OF UKIAH
Std — ProfSvcsAgreement4uly2002.
PAGE 8 OF 7
Exhibit A
Scope of Services
Assistance in Development of a
Sewer Lateral Ordinance Implementation Plan for the City of Ukiah
Understanding
In 2004, the City of Ukiah developed and adopted an Ordinance governing the inspection
and repair of private sewer laterals in order to reduce infiltration and inflow into its sewer
collection and treatment system.
The City has not yet fully implemented the provisions of this Ordinance due to concerns
expressed by the community regarding the cost of the program and concerns expressed
by policy - makers that any program the City moves forward with will result in an
effective method for assuring that laterals are repaired and leakage into the public sewer
system is reduced.
This scope of services provides for the work necessary to develop an implementation
strategy that can address these concerns. This strategy needs to be in place by mid -
January of 2007 to accommodate various commitments made by the City. The scope
includes work with City staff and community stakeholders to fully understand concerns;
development of alternative implementation strategies and order -of- magnitude budgets for
the strategies; development of potential incentives; and Ordinance modifications as
necessary and presentation to City Council.
Task -Based Scope of Work
Task 1 City Kickoff Meeting and 1st Stakeholder Meeting
This task includes an initial kick -off meeting with City, followed by a meeting with
community stakeholders. The purpose and goal of these meetings are to exchange data
and build a clear understanding of the concerns of all parties and the City's schedule
requirements. Winzler & Kelly will come prepared to suggest a range of potential
implementation strategies as a starting point for the discussions.
Deliverable: Meeting Minutes
Task 2 Summary Memo — Implementation Strategies
Based on our initial review and feedback received at the stakeholder meeting, Winzler &
Kelly will draft a summary memo that outlines at least three implementation strategies
including order -of- magnitude budgets, potential incentives and schedules. Winzler &
Kelly make revisions based on comments received.
Deliverable: Up to two drafts of the Implementation Strategies
3/1/2007 1
Task 3 Follow -up Stakeholder Meetings
Winzler & Kelly well facilitate up to three follow -up stakeholder meetings to discuss the
Draft Implementation Strategies and receive comments.
Deliverable: Meeting Minutes
Task 4 Finalized Implementation Plan and /or Policy Modifications
Based on review and comments received on the two drafts of the Implementation
Strategy Memo, Winzler & Kelly will finalize the Implementation Plan and/or make
revisions to the current Ordinance to incorporate the elements of the agreed -upon
Implementation Strategy. If appropriate, Winzler & Kelly will work with City staff and
attorneys to develop ordinance revisions.
Deliverable: Final Implementation Plan and/or Ordinance
Task 5 Council Presentation(s)
This task includes up to two formal presentations to the City Council on the
implementation plan. The schedule allows for two Council meetings in the event that
ordinance modifications are required.
Deliverables: Draft Staff Report
Powerpoint Presentation
Milestone Schedule
Because of the strictness of City's schedule deadline and because we cannot yet
determine the actual form of the Implementation Plan, this milestone schedule assumes
that modifications may need to be made to the existing Ordinance. We have developed a
schedule that allows this to occur, if the City will consider one special meeting.
Milestone Task
Dates
City Kickoff Meeting and 1St Stakeholder Meeting
November 15, 2006
Draft Summary Memo— Implementation Strategies
November 27, 2006
2nd Stakeholder Meeting
November 29, 2006
Revised Draft Summary Memo — Implementation Strategies .
December 4, 2006
3rd Stakeholder Meeting
December 6, 2006
Finalized Implementation Strategies
Draft Ordinance Modifications (if necessary)
December 11, 2006
4th Stakeholder Meeting
December 13, 2006
Final Council Package for Implementation Plan and
1St Reading of Ordinance Modifications (if necessary)
December 22, 2006
1St Reading of Ordinance Modifications (if necessary)
January 3, 2007
2nd Reading and Adoption of Ordinance Modifications (if necessary)
January 12, 2007
(special meeting)
Or
January 17, 2007
3/1/2007
Level of Effort and Fee
Winzler & Kelly will assign Mary Grace Pawson to perform this work for the City.
We will complete the assignment for a not to exceed fee of $9,900 which allow for 60 to
70 hours of dedicated effort on the City's assignment.
Responsibilities of the City
1. Provide an electronic copy of the adopted Sewer Lateral Ordinance.
2. Provide initial contact information for the North Bay Association of Realtors.
3. Assign City staff from Public Works and Utilities as necessary to comment on
Implementation Plan proposals.
4. Provide legal review of draft Implementation Plan and Ordinance modifications
(if necessary).
5. Notice and conduct any public hearings required by law.
3/1/2007 3
FEE SCHEDULE - CENTRAL CALIFORNIA
(Effective July 2006)
Hourly Rates (-)
Principal
Senior Project Engineer
Project Engineer
Staff Engineer
Senior Project Scientist
Project Scientist
Staff Scientist
Senior Planner
Staff Planner
$ 200 - 250
120 - 210
90 - 125
65 - 95
120 - 190
90 - 125
70 - 95
100 - 125
70 - 105
3- Person Survey Crew 255 - 315
2- Person Survey Crew 170 - 230
1- Person Survey Crew 85 - 145
Construction Manager 115 - 170
Construction Inspector 85 - 115
Staff Technician 45 - 115
Designer 75 - 125
CADD 75 - 120
Word Processor & Clerical Support 40 - 90
Employee time will be billed in accordance with the fees listed above. These rates are subject to
change on an annual basis. For other than professional employees, time spent over 8 hours per
day, time spent on swing shifts, and time spent on Saturdays will be charged at 1.5 times the
hourly billing rate. Work on Sundays will be charged at 2.0 times the hourly billing rate and holiday
work will be charged at 2.5 times the hourly billing rate. All field personnel charges are portal to
portal. Professional employees will not be charged out at premium charge rates for overtime work.
Expenses and other similar project related costs are billed out at cost plus 15 %. The cost of using
equipment and specialized supplies is billed on the basis of employee hours dedicated to projects.
Our rates are:
A. Office consumables
B. Environmental Department, Survey and Inspector consumables
C. Environmental, Construction and Land Surveying equipment
$6.00 /hr
$11.00 /hr
Various at market
Payment for work and expenses is due and payable upon receipt of our invoice. Amounts unpaid thirty
(30) days after the issue date of our invoice shall be assessed a service charge of one and one half
(1.5) percent per month.
(•)
These rates do not apply to forensic - related services, or to work for which Prevailing Wage obligations
exist. It is the responsibility of the client to notify Winzler & Kelly in writing if Prevailing Wage obligations
are applicable, in which case the fees will be adjusted proportionate to the increase in labor cost.
Central CA Fee Schedule July 2006