HomeMy WebLinkAboutWinzler & Kelly 2008-11-04IVD tOct� =.
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this di iday of Nr 11/61^1L 2008 ( "Effective
Date "), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and
Winzler & Kelly, a [sole proprietorship, corporation, partnership, limited partnership, limited liability
company, etc.] 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 a Nitrate Study Work Plan as
required by the North Coast Regional Water Quality Control Board.
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 by December 6, 2008. 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.
Std — ProfSvcsAgreement -March 19, 2008
PAGE 1 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 $3,000.00. 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 Chanqes. 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.
Std — ProtSvcsAgreement -March 19, 2008
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 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. 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:
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.
Std — ProtSvcsAgreement -March 19, 2008
PAGE 3 OF 8
B. Minimum Limits of Insurance
Consultant shall maintain limits no Tess 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.
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 in
excess of the Consultant's insurance and shall not contribute with
it.
Std — ProfSvcsAgreement -March 19, 2008
PAGE 4 OF 8
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
12/6/08 to 12/5/10.
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
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.
Std — ProfSvcsAgreement -March 19, 2008
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 negligent performance of services under this
contract by Consultant, 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 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.
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 Severabilitv. 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.
Std — ProfSvcsAgreement -March 19, 2008
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
breaching party 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:
CITY OF UKIAH
DEPT. OF PUBLIC WORKS
300 SEMINARY AVENUE
UKIAH, CALIFORNIA 95482 -5400
Std — ProfSvcsAgreement -March 19, 2008
PAGE 7 OF 8
WINZLER & KELLY
ATTN: ALEX CLULICK, P.E.
495 TESCONI CIRCLE
SANTA ROSA, CALIFORNIA 95401 -4696
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
10/22/08
CONSULTA
BY: n
PRINT NAME: a/4-14e
IRS IDN Number
CITY OF UKIAH
BY:
CITY MANAGER
AT ES
Linda own
CITY CLERK
Std — ProfSvcsAgreement -March 19, 2008
PAGE 8 OF 8
///71/4
Date
/7 -4Jog
Date
Attachment A.
Winzler & Kelly Scope of Work dated October 16, 2008
October 16, 2008
Ann Burck
Project Engineer/Manager
Ukiah Utilities
411 West Clay Street
Ukiah, CA 95482-5400
Proposal to prepare Nitrate 'Work Plan
Dear Ann:
Re PP32000 000
This letter is in response to your request for a scope and fee proposal for the refuenced study. It
is our understanding that the compliance schedule within the City's National Pollutant Discharge
Elimination System (NPDES) permit requires a Nitrate Work Plan to be submitted before
December 31, 2008. This requirement is somewhat complicated since the wastewater treatment
plant (WWTP) is currently undergoing a major renovation with the addition of new treatment
process units; and, in addition, existing treatment units are temporarily being taken out of service
due to the plant renovation project, Nevertheless, it is our interpretation that the Work Plan is
intended to identify and report the levels of nitrate at various stages of the treatment processes
including raw wastewater, return waste streams, intermediate process streams, and final effluent.
The data will help determine where additional unit processes could be utilized to remove nitrates
if necessary after the treatment plant is completed and operational.
Based on our discussions with WWTP staff and the Regional Water Quality Control Board North
Coast Region (RWQCBNCR), we recommend the following scope of services to complete the
Work Plan.
Scope of Services
We propose to complete the following tasks:
Review of Background Information — We will review all available city records and
correspondence with the RWQCBNCR to determine the current data and levels of
nitrates at the WWIT.
2. Monitoring Plan — We will recommend a monitoring plan for sampling various waste
streams at the WWTP (including a discrete raw wastewater flow stream into the WWFP).
The monitoring plan will specify parameters to be analyzed (i.e. ammonia, nitrate,
alkalinity, pH, TSS. B)D, etc...). We will present the plan to the WWTP staff and
revise in accordance with the comments and input from the staff. it is assumed that the
WWTP staff will conduct all sampling and analysis of acquired samples.
3. Develop a work plan that will ultimately contain the following elements:
495 Tesconi Circle, Santa Ros'a, CA 95401-4696
tel 707.523.1010 fax 707,527.8679
VAVW.w-a n 4z.. co t
/11
October 16, 2008
Page 2
a) Compilation of Data — The plan will include a coi pilatiot of analytic results
collected by WWTP ' personnel for the study.
b) Review and Analysis of Data — The plan will include; a preliminary analysis of the
collected data to determine trends, patterns and average levels of parameters at
various sampling points.
c) Presentation of Results — The plan will include` a presentation of the results of the
sampling in a technical memorandum and preliminary analysis of the data and a
preliminary work plan describing potential work for compliance with the
proposed nitrate effluent limits.
d) Technical Memorandum -_ The plan will include a tccl at memorandum which
will include all of the information, developed as specified above.
Work Plan. Items 1 -3 above will be presented in a written Work Plan to the RWCI3NCR
for approval.
Following completion of the proposed work plan and acceptance by the RWQCBNC
provide the City Nvith a proposal to complete the work included in the proposed Plan.
Engineering Fee
Winzler & Kelly can provide the above described scope of services for a fixed fee of $3,000
based on our current fee schedule. Services not included in this proposal will be provided on a
time -and- materials basis or by a negotiated fee;,
Schedul
We propose to begin work immediately upon receipt of a signed contract. Data will be collected
by the WWT1' personnel and we propose to complete the above described work by December 6,
2008 — the prescribed deadline for submittal of the Work Plan in the compliance schedule. If
you have any questions please don't hesitate to call me.
Sincerely,
WINLLER &K EV!
Alex Gulick, P.E.
Managing Principal
Id
INZ
FEE SCHEDULE - CENTRAL CALIFORNIA
(Effective July 2008)
Hourly Rates(*)
Principal $ 180 -250
Senior Project Engineer 130 -250
Project Engineer 100 -170
Staff Engineer 60 -145
Senior Project Scientist 120 -190
Project Scientist 95 -135
Staff Scientist 70 -105
Senior Planner 110 -190
Staff Planner 80 -120
3- Person Survey Crew 255 -390
2- Person Survey Crew 170 -270
1- Person Survey Crew 85 -175
Construction Manager
Construction Inspector
Professional Land Surveyor
Staff Surveyor /LSIT
Technician
120 -185
85 -115
145 -160
95 -115
75 -145
Designer 85 -150
CADD 80 -135
Project Administrator
Word Processor & Clerical Support
70 -150
45 -100
/41:4-640-4 ce-pr-r
Employee time will be billed in accordance with the fees listed above. These rates are subject to
change on a semi - 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
$12.50/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 March 2008