HomeMy WebLinkAboutRau & Associates, Inc. 2018-03-21COU No.`
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 9-1 "day of 141�kr tf , 2018 ("Effective
Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and
Rau & Associates, 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 Survey of Boundary Lines for Two
Separate Future Parcels on Norgard Lane; Write Legal Descriptions; Monument Parcels
as Required and Prepare a Record of Survey.
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 within 14 days 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 $10,8763. Labor charges shall be
based upon hourly billing rates for the various classifications of personnel employed by
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Consultant to perform the Scope of Work as set forth in the attached Attachment 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 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 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 anticipated on the date they entered this Agreement.
4.3 Sub -contractor Paymeni. 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.
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.
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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 full period of time allowed by law, surviving the termination 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 20 10 10 01 and Commercial General Liability Coverage —
Completed Operations Form No. CG 20 37 10 01.
2. ISO Form No. CA 0001 (Ed. 1187) 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 including operations,
products and completed operations. 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.
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3. Worker's Compensation and Em Io ers Liabif : 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 for the full period of time allowed by
law, surviving the termination of this Agreement. 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.
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 Emolovers 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.
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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 two
years from completion.
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.
G. Subcontractors
Consultant shall include all subcontractors or sub -consultants as insured under
its policies or shall furnish separate certificates and endorsements for each sub-
contractor or sub -consultant. All coverage for sub -contractors or sub -consultants
shall be subject to all insurance requirements set forth in this Paragraph 6.1.
6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition
thereto, Consultant agrees, for the full period of time allowed by law, surviving the
termination of this Agreement, to indemnify the City for any claim, cost or liability that
arises out of, or pertains to, or relates to any negligent act or omission or the willful
misconduct of Consultant in the 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
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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
7.9 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 Severability. If any term of this Agreement is held invalid by a court of competent
jurisdiction, the remainder of this Agreement shall remain in effect.
7.5 Modification. No modification of this Agreement is valid unless made with the agreement
of both parties in writing.
7.6 Assignment. Consultant's services are considered unique and personal. Consultant
shall not assign, transfer, or sub -contract its interest or obligation under all or any portion
of this Agreement without City's prior written consent.
7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement
shall be a waiver of any other or subsequent breach of the same or any other covenant,
term or condition or a waiver of the covenant, term or condition itself.
7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of
the Agreement; 2) because funds are no longer available to pay Consultant for services
provided under this Agreement; or 3) City has abandoned and does not wish to complete
the project for which Consultant was retained. A party shall notify the other party of any
alleged breach of the Agreement and of the action required to cure the breach. If the
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
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COU No.
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 Execution of Agreement. This Agreement may be executed in duplicate originals, each
bearing the original signature of the parties. Alternatively, this Agreement may be
executed and delivered by facsimile or other electronic transmission, and in more than
one counterpart, each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument. When executed using either alternative,
the executed agreement shall be deemed an original admissible as evidence in any
administrative or judicial proceeding to prove the terms and content of this Agreement.
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 RAU & ASSOCIATES
DEPT. OF PUBLIC WORKS ATTN: GEORGE RAU
300 SEMINARY AVENUE 100 N. PINE STREET
UKIAH, CALIFORNIA 95482-5400 UKIAH, CALIFORNIA 95482
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
BY:
PRINT NAME: C -104"C- 6. O4u
94- 2614557
IRS IDN Number
CITY OF UKIAH
BY: � !
SA S OMO
C MANVER
ATTEST
k
CITY CLERK
Std— PmlSvesAgreemmi• Nawwbu 20, 2009
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Date
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Date
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Date
AND ASSOCIATES INC.
CIVIL ENGINEERS • LAND SURVEYORS
ATTACHMENT A
CONTRACT
Mr. Tim Ericksen, Director and City Engineer April 10, 2018
City of Ukiah, Department of Public Works
300 Seminary Avenue
Ukiah, CA 95482-5400
PROPOSAL: SURVEY BOUNDARY LINES OF TWO SEPARATE FUTURE PARCELS
ON NORGARD LANE; WRITE LEGAL DESCRIPTIONS; MONUMENT
PARCELS AS REQUIRED AND PREPARE A RECORD OF SURVEY
Dear Mr. Ericksen:
Rau and Associates, Inc. (RAU) is pleased to respond to the City of Ukiah's RFP for Surveying
Services necessary for reserving two parcels with existing residences on the south side of
Norgard Lane. Norgard Properties, Inc. intends to convey most of its land south of Norgard
Lane to the City of Ukiah (City) to augment the land supporting the Waste Water Treatment
Plant. Assessor's Parcel 184-080-27 includes several residences which will not serve the City
of Ukiah's interest. Therefore they can be retained by Norgard Properties, Inc. as part of the
transaction. The City and Norgard Properties, Inc. have reviewed the lands to be retained on
the ground and have arrived at a mutually agreeable location for the boundaries.
RAU's proposal includes research to understand the underlying deeds, completing the field
surveying, mapping and monumentation tasks for the designated boundaries of the subject
properties, preparing legal descriptions for the two properties, and preparing a Record of Survey
showing the properties and corner monuments set to designate their boundaries.
We have performed preliminary office research on the subject parcels. We will require a copy of
the Preliminary Title Report to discover if there are any easement(s) of record. If there are
easements of record, those will be plotted on the Record of Survey Map in areas adjacent to the
properties.
We will prepare legal descriptions of the two parcels to be retained by Norgard Properties, Inc.
as soon as possible. It is understood that these will be used to reserve properties to Norgard
Properties, Inc. as the remainder is conveyed to the City.
We will set monuments to designate the four corners of the property to be retained on the
westerly side of APN 184-080-11 (Erroll and Diane Stephens). We will likely set two
monuments on the easterly side of APN 184-080-11 and nail a brass tag to two corner posts
east of the existing residence which is to be retained.
The Record of Survey is intended to show the boundaries of the two parcels which are retained
100 NORTH FINE STREET - UKIAH, CALIFORNIA 95482 - 707-462-6536 • FAX 707-463-2729
www.rauandassoc.com
Mr. Tim Ericksen, April 10, 2018 Page 2
and will be filed after the deeds are recorded so that the recording data for the reference
documents can be made a part of the Record of Survey and thereby clarify title.
Deliverables:
Legal Descriptions and plats for Two Parcels to be Retained by Norgard Properties, Inc.
Record of Survey
CAD drawings in electronic format (Civil 3D) and 1 hard copy of the plats and Record of Survey
Map.
Experience in the Area
We recently surveyed this area for the Recycled Water Piping Project and resolved the
boundary of Norgard Lane. We intend to add to that body of work to complete the survey of the
two parcels to be retained.
Our project team has a significant amount of experience in surveying and preparation of legal
descriptions and Record of Survey Maps.
• George Rau, PE, the president of the firm, will serve as Principal in Charge, and
Responsible Project Surveyor. He will direct the work of the surveyors to collect the
necessary data.
Javier Rau is our survey manager for boundary and topographic surveys and was our
GPS specialist for the Recycled Water Piping Project, working closely with George Rau
as the survey work progresses.
• Chris Rau is the other member of our survey team who was part of the team which
produced the boundary and topographic mapping for the Recycled Water Piping Project.
Proposed Maximum Not -to -exceed Fee
We propose to perform the survey work and produce the deliverables for a fee not to exceed
$9,544 in direct labor fees. The cost of direct expenses are anticipated to be $745 for equipment
use and property comer monuments. The cost of County Fees for checking and recording a
one-page Record of Survey is estimated to be $584. The total not -to -exceed amount is
$10,873.
Proposed Schedule
It is anticipated that it will take us approximately 2 weeks to complete and submit the Legal
Descriptions and Plat Maps for review by the City of Ukiah and Norgard Properties, Inc. after we
have been authorized to proceed. We anticipate completing any required changes to the
submitted documents within three working days of receipt of comments.
The Record of Survey Map will be prepared in approximately four weeks and submitted for
checking after the deeds are recorded.
Schedule of Fees: Attached
Thank you for this opportunity to be of service.
Z/R18019
Mr. Tim ErIckSen, April 10, 2018
Page 3
This proposal presents a firm offer that shall remain valid for a period of at least 30 days from
the date of its presentation. As president of the firm, George Rau is authorized to negotiate a
contract and bind the firm to the terms of the contract.
We greatly appreciate this opportunity to be of service and look forward to working closely with
your staff in completing this project.
Very truly yours,
O QPOFESGE C
S/�N
C 21x08 George C. Rau
`
Exp. os•sa.��9 President
.� * Registered Civil Engineer 21908
Clvl1. ,� Expires 9-30-19
ZIR 18019