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HomeMy WebLinkAboutWormhoudt Landscape Architecture 2007-10-01t o 7 AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES [Design Professional] This Agreement, made and entered into this _ day of C -k.ber , 2007 ( "Effective Date "), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Wormhoudt Landscape Architecture, Incorporated, 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 design and construction of a skateboard park on property leased by the City from the North Coast Railroad Authority and located in the City adjacent to Perkins Street. 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, until all deliverables are received. Consultant shall complete the work to the City's reasonable satisfaction, Std — ProfSvcsAgreement- Ju1y2002 PAGE 1 OF 7 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 $62,400. 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 A, 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 A. 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 Chances. 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. 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 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 Std — ProfSvcsAgreement- Ju1y2002 PAGE 2 OF 7 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. 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. Std — ProfSvcsAgreement- Ju1y2002 PAGE 3 OF 7 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. Std — ProfSvcsAgreement- Ju1y2002 PAGE 4 OF 7 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. 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 1, 2007 to July 31, 2010. 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. Std — ProfSvcsAgreement- Ju1y2002 PAGE 5 OF 7 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, as 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. 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, after notice to Consultant that City has paid the premium, the cost of insurance may be deducted from the compensation otherwise due the contractor under the terms of this Contract. 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. 7.0 CONTRACT PROVISIONS 7.1 Documents and 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 Std — ProfSvcsAgreement- Ju1y2002 PAGE 6 OF 7 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. 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. Std — ProfSvcsAgreement- Ju1y2002 PAGE 7 OF 7 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 COMMUNITY SERVICES 300 SEMINARY AVENUE UKIAH, CALIFORNIA 95482 -5400 Std — ProfSvcsAgreement- Ju1y2002 PAGE 8 OF 7 WORMHOUDT, INC. 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CONSULTANT BY: PRINT ." E: Z.S�c -(Pt VA ry y\o c\42_44 Z343 IRS IDN Number CITY OF UKIAH Date CANDACE HORSLEY Date CITY MANAGER CITY CLERK APPROVED AS TO FORM: DAB . RAPPO'T CITY ATTORNEY, CITY OF UKIAH Std — ProfSvcsAgreement- Ju1y2002 PAGE 9 OF 7 Date Attachment "A" DESIGN PROCESS — PRELIMINARY DESIGN Complete the following: 1. Conduct a site meeting with Project Staff, skaters and other members of the public interested in the project to establish requirements for the design of project. 2. Conduct a public workshop with local skaters and have them work with modeling clay and other mediums to form and shape their ideas of features they would like to see included in the skate park facility. 3. With their clay examples and ideas, along with our ideas, build a three- dimensional computer scale model of the proposed skate park facility and Site Development Plan. 4. Once the three- dimensional model and Site Development Plan are complete we will submit them to City Staff for review and approval. Based on City Staff's approval, we conduct a second public workshop to present the design back to the public. It will be the intent of this meeting to reach community consensus for a final design. 5. Based on the final design, prepare an estimate of probable construction costs. 6. Based on the final design, prepare an estimate of the material types and quantities that will be needed to construct the project. (The material estimates can be used for seeking in- kind donations from local or regional suppliers.) Deliverable: Prepare for and participate in one (1) project kick -off meeting and site visit. Coordinate one Site Survey with City selected contractor. Coordinate one Hazardous Materials Report with City selected contractor. Coordinate one Geotechnical Investigation with City selected contractor. Prepare for and conduct one (1) public workshop. Prepare one (1) three- dimensional computer scale model and Site Development Plan of the skate park. Prepare one (1) preliminary opinion of construction costs in spreadsheet format. Prepare one (1) material types and quantities estimate. Provide up to (3) trips to the Ukiah to complete the above. PHASE 2 - CONSTRUCTION DOCUMENTS Design the various components associated with skate park structure as detailed in the request for proposal. Provide 100% design plans to be approved by the City. The fmal construction plans and technical specifications will be suitable for advertisement and bidding of the proposed work. Our scope of services will include the following: 1. Provide construction plans and technical specifications suitable for advertisement, bidding, and construction of the proposed work. Our scope of services will include the coordination and/or execution of the following: • Plan and Profile Plans for skate park structure improvements • Drainage Plans • Cut and fill calculations • Erosion Control Plan • Construction details • Technical specifications • Electrical Plans and Details • Irrigation Plan and Details • Planting Plan and Details 2. At the 75% and 100% design document phases, we will prepare an engineer's estimate of probable construction cost, including a 10% contingency. Unit costs will be based upon recent bid results for similar work. Deliverable: Hardcopy plans submitted at 75 %, 95 %, and 100 %. Written Technical Specifications submitted at 75 %, 95 %, and 100 %. Two (2) opinions of construction cost in spreadsheet format. Note: All Plans will be prepared using AutoCAD Release 2007. All design will comply with current handicapped access (ADA) standards where applicable and practical. We will prepare 75 %, 95% and 100% that will include plans, specifications, and a cost estimate. Our sheet layouts will conform to standard city formats. We propose utilizing a scale of 1 " =20' for the plan and profile drawings. We have allowed time for two (2) site visits and three (3) meetings to review comments on the 75 %, 95% and 100% submittals. PHASE 3 — CONSTRUCTION OBSERVATION TASK 1: BIDDING ASSISTANCE 1. Provide a list of Contractors with experience in skate park construction that may be interested in bidding the project. 2. Following receipt of notice to proceed to bid, Wormhoudt, Inc. will assist the Owner during the bidding phase of the project. We will prepare addenda and respond to Requests for Clarifications as determined by the Owner to be reasonable or necessary for the bidding process. All bidder questions will be received by the Owner and forwarded in writing to Wormhoudt, Inc. for response back to the Owner in writing. Under this scope, we will assist the Owner in their review and evaluation of bids. Deliverable: Addenda and plan clarification response documents. TASK 2: CONSTRUCTION ADMINISTRATION 1. Following award of the general construction contract, Wormhoudt, Inc. will support the Owner during the construction phase of the project. We will review and respond to Requests for Information (RFI), Change Orders (CO), submittals, and contractor supplied shop drawings. Under this task, we will also prepare and issue Supplemental Instructions as necessary to clarify technical details and prepare preliminary and final punch lists. We will also coordinate with consultants, agency and the City of Ukiah Staff as necessary. Deliverable: RFI, CO, submittal reviews, shop drawing responses, supplemental instructions, and general record keeping documents. TASK 3: — CONSTRUCTION OBSERVATION 1. Once construction begins on the project, services will include five (5) field trips to the site for observation of the installation work. Prior to the beginning of construction, participate in a preconstruction phone conference with the Contractor and Project Staff. Additional site visits will be available upon request. Deliverable: Prepare for and attend construction meetings during site visits. Prepare field observation reports, final punch list. Provide recommended maintenance and cleaning manual. PAYMENT SCHEDULE Wormhoudt, Inc. shall complete all work as described in the above Scope of Services for the fees indicated in the following schedule. The fees shown include design development, construction documentation/engineering, and construction support. Scope of work description Consultant Position Fee 20,000 concrete skate park > design/engineering /construction support Wormhoudt, Inc. Prime $62,400.00 Phase 1 Environmental Site Assessment City Provided Sub 0 Topographic Survey City Provided Sub 0 Geotechnical Investigation City Provided Sub 0 Vehicle Parking Lot — 20 spaces, site paving, signage, fencing > design/engineering /construction support City Provided Sub 0 Site Utilities - water, sewer, storm drain > design/engineering /construction support City Provided Sub 0 Pedestrian Bridge > design/engineering /construction support City Provided Sub 0 Prefabricated Restroom > design/engineering/construction support City Provided Sub 0 Electrical/Lighting > design/engineering /construction support City Provided Sub 0 Landscape/Irrigation > design/engineering /construction support City Provided Sub 0 Project Management and Administration (10% of sub fees) Wormhoudt, Inc. Prime tbd TOTAL $62,400 REIMBURSABLE EXPENSES AND ADDITIONAL SERVICES Wormhoudt Inc. provides the following schedules of reimbursable expenses: Item Rate Invoiced Printing & Reproduction Cost Plus 15% Administrative Fee Monthly/Per Phase Postage Cost Plus 15% Administrative Fee Monthly/Per Phase Mileage $.45 per mile Monthly/Per Phase If any additional services are requested, the following hourly rate schedule will be utilized: Position Hourly Rate Principal $125.00 Landscape Architect $90.00 Draftsperson $75.00 Clerical $55.00 Other project management services (contingent on available funds and City of Ukiah approval) are to be billed at an hourly rate in order to coordinate and manage other services as identifies and required by the City related to the development of the Ukiah Skate Park facility.