HomeMy WebLinkAboutSEL Engineering Services 2018-07-17COU No. 1718227
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 171' day of July 2418 ("Effective Date"), by
and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and SEL
Engineering Services, Inc., a corporation, organized and in good standing under the laws of the
state of New York, hereinafter referred to as "Consultant".
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to performing a 12KV Bus and Feeder
Restoration Logic Review.
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
1.1 DESCRIPTION OF PROJECT
1.2 The Project is described in detail in the attached Scope -of -Work (Attachment "A").
2.1 SCOPE OF SERVICES
2.2 As set forth in Attachment "A"_
2.3. 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.
3.1 CONDUCT OF WORK
3.2 Time of Completion. Consultant shall commence performance of services as required
by the Scope -of -Work upon execution of this Agreement and receipt of a Notice to
Proceed thereafter from City and shall complete such services within four weeks from
receipt of the Notice to Proceed. Consultant shall complete undisputed work to the City's
reasonable satisfaction.
4.1 COMPENSATION FOR SERVICES
4.2 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 $6,688, 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
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COU No. 1718227
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. Should additional time and/or expenses be needed due to
circumstances not reasonably foreseeable to and beyond the reasonable control of
Consultant which would cause the compensation amount to exceed the guaranteed
maximum, Consultant may request and the Parties shall discuss an increase in
compensation. If they agree, the changes shall be memorialized in an amendment to this
Agreement.
4.3 Chanaes. 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, unless such additional time is
approved via an amendment to this Agreement between the Parties.
4.4 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.
4.5 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 within thirty (30) days of the date of
Consultant's invoice is given to the City. The invoices shall provide a description of each
item of work performed, the time expended to perform each task, the hourly billing rate
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.
5.1 ASSURANCES OF CONSULTANT
5.2 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
COU No. 1718227
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.
5.3 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.
6.1 INDEMNIFICATION AND INSURANCE
6.2 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 Scone of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office ("ISO) Commercial General Liability Coverage
Form No. CG 00 01 10 01 or 20 10 04 13,
2. ISO Form No. CA 20 4810 13 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:
General Liability; $2,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage including operations,
products and completed operations, $4,000,000 annual aggregate.
2. Errors and Omissions liability: $1,000,000 per occurrence.
C. Deductibles and Self -Insured Retentions
Consultant shall be solely responsible for deductibles and/or self-insured
retentions.
COU No. 1718227
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liabilily and Automobile Liability Covera es
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 the Consultant, products and ongoing
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. 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 one year
from date of final approved invoice for this project.
3. 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 an insurer with an AM. 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.
P. Verification of Coverage
Consultant shall furnish the City with Certificates of Insurance. The Certificates
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for each insurance policy are to be signed by a person authorized by that
insurer to bind coverage on its behalf. The Certificates will be provided on the
applicable ACORD forms, provided the form is modified to require notice to City of
any reduction or termination of coverage not later than 30 days prior to said
reduction or termination. In the case of a claim, the City reserves the right to
require complete, certified copies of all applicable insurance policies, at that 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.
6.3 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
directly 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 negligence, willful misconduct or defects in design by the City
or arising from the 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.
To the extent allowed by California law, and except for claims against the City by third
parties for which Consultant has provided insurance or has agreed to indemnify the City,
Consultant shall not be liable to the City or its insurers for any loss or damage for an amount
exceeding twice the price of this Agreement and any such liability shall terminate upon the
expiration of the warranty period. No claim, regardless of form, arising from this Agreement,
except for claims by third parties against the City for which the Consultant has agreed to
indemnify the City or for which the City is covered as an additional insured by Consultant's
insurance policy, may be brought by City more than one (1) year from the date such claim
accrues. In no event, whether as a result of breach of contract, warranty, tort (including
negligence), strict liability or otherwise, shall Consultant be liable for any special,
consequential, incidental, liquidated or punitive damages, including without limitation any
loss of profit or revenues, loss of use of products or associated equipment, damage to
associated equipment, cost of capital, cost of substitute products, facilities, services or
replacement power, downtime costs.
7.1 CONTRACT PROVISIONS
7.2 Ownership of Work. All documents furnished to Consultant by City under this Agreement
COU No. 1718227
are owned and a r e the property of the 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. The report prepared for the City by the Consultant
under this Agreement shall become the City's property. Consultant retains all of its
intellectual property rights with regard to any novel ideas or recommendations provided to
the City.
7.3 Governina 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,
7.4 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments
set forth the entire understanding between the parties.
7.5 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.
7.6 Modification. No modification of this Agreement is valid unless made with the agreement
of both parties in writing.
7.7 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.
7.8 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.
7.9 Termination. This Agreement may only be terminated by either party: 1) for breach of
the Agreement; 2) because funds are no longer available to pay Consultant for services
provided under this Agreement; or 3) City has abandoned and does not wish to complete
the project for which Consultant was retained. A party shall notify the other party of any
alleged breach of the Agreement and of the action required to cure the breach. If the
breaching party fails to cure the breach within the time specified in the notice with
the understanding that the non -terminating party will be given at least 30 days to cure the
breach, if able to do so, 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 and paid for
Work Product 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 damages City may incur as a result
of Consultant's breach of contract to the extent allowed herein.
7.10 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
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COU No. 1718227
administrative or judicial proceeding to prove the terms and content of this Agreement.
7.11 Warranty. Consultant shall perform services in a manner consistent with the degree of care
and skill ordinarily exercised by members of the same profession currently practicing under
similar circumstances. Consultant shall reperform (or, at Consultant's option, pay a third
party to reperform) any defective services at no cost upon receipt of notice detailing the
defect(s) within one (1) year of performance of the original services.
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
ELECTRIC UTILITY DEPARTMENT
300 SEMINARY AVENUE
UKIAH, CALIFORNIA 95482-5400
FAX:
Email:
9.0 SIGNATURES
SEL ENGINEERING SERVICES, INC.
Contracts and Risk
2350 NE Hopkins Court
Pullman, WA 99163
FAX: 509-332-7990
Email: selcontracts@selinc.com
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
BY: L&= — July 17, 2018
DATE
Jeremy Nickels
PRINT NAME
Vice President of Finance Schweitzer Engineering Laboratories Inc. as sole shareholder of SEL
Enaineerinca Services, Inc
Title _
11-3408916 (SEL ES INC. Disregard Entity Number)
91- (Parent EIN wecLto file taxes)
IRS IDN Number
CITY OF UKIAH
BY:
SA SANG
CIT MANA R
►_'%id41-1
01
CITY CLERK
7
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DATE
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DATE
Attachment A — Scope of Work — COU 1718227
12KV Bus and Feeder Restoration Logic Review
Scope of Work: Review and provide corrective and/or improvement recommendations to the 12KV bus
and feeder restoration logic that was developed by the customer. This project will be executed on an actual
Time and Expense basis. The SEL 2018 Time and Expense rate table is provided in Attachment B.
Clarifications or Exceptions: Drawing modification is not budgeted but can be provided upon request on an
actual Time and Expense basis. No onsite testing and commissioning is budgeted in this proposal but can
be provided on an actual Time and Expense basis.
ATTACHMENT B
Time and Expense Work
SEL Engineering Services, Inc. (SEL ES) will perform this project on an actual time and expense (T&E) basis, unless the
Customer and SEL ES agree on other arrangements. The party identifying a potential change in scope will request the change
of scope to the other in writing (fax, email, or letter). SEL ES will identify any budget or schedule impact and submit it for
approval. SEL ES will proceed with the work as soon as SEL ES receives written approval, in accordance with established
contract provisions.
Work performed on an actual ME basis will be in accordance with the schedule of charges shown in the ME Rate Tables
(below), unless specifically modified in this proposal.
TU RateTables(U.S.)
Role
Weekday
Weekday
Overtime
Saturday
Sunday/
Holiday
Travel
Travel
(per hour)
(per hour)
(Per hour)
(per hour)
(per hour}
Expenses
Consultant
5250
$375
$375
$500
$250
Actual
Principal Engineer
$181
$271.50
$271.50
$362
$181
Actual
Senior Engineer
$170
5255
$255
$340
$170
Actual
Project Engineer III
$150
$225
5225
$300
$150
Actual
Project Engineer 11
Project Manager 1 i -I 11
$140
$210
$210
$280
$140
Actual
Project Engineer I
Project Manager 1
Senior Specialist
$130
$195
$195
$260
$130
Actual
Senior Designer
Specialist I1 -III
$1 16
$174
$174
$232
$116
Actual
Associate Project Engineer
Associate Project Manager
$112
$168
$166
$224
$112
Actual
Technician II-II1
Specialist I
Designer IV
$107
$160.50
$160.50
$214
$107
Actual
Project Coordinator
Technician I
$86
Designer 1-111
$129
$129
$172
S86
Actual
Associate Technician
Engineering Intern
Drafter I- It
$74
$111
5111
$148
$74
Actual
Senior Project Administrator
Administrative
$64
$96
$96
$128
$64
Actual
SEL ES PROPRIETARY INFORMATION
Cybersecurity and Networking T&E Rates
Role
Weekday
(per hour)
Weekday
Overtime
(per hour
(p )
Saturday
(per hour}
Sundays
Holiday
(per hour)
Travel
(per hour)
Travel
Expenses
Security Engineer
$200
$300
$300
$900
$200
Actual
SeniorSeeuritySpecialist
$185
$27750
$277.50
$370
$185
Actual
Security Specialist
$175
$262.50
$262.50
$350
$175
Actual
All quoted prices are exclusive of any sales, use, value-added, or similar taxes, which will be added, if applicable, at the
statutory rate(s) at the time of invoicing.
The following details apply to the T&E Rate Tables:
• The Customer is to reimburse SEL ES for actual travel expenses such as airline tickets, meals, lodging, rental car,
parking, and fuel (where applicable). Airline tickets are at the coach rate to the commercial airport nearest the work
site; business rates apply for international travel.
• The T&E rate is the charge per person, per hour. Typical working hours are 8 a.m. to 6 p.m., Monday through
Friday. Lunch shall be up to 60 minutes with two 15 -minute breaks each day. Onsite work outside of typical
working hours shall be agreed upon between the Customer and SEL ES in advance and be subject to additional
charges.
• Overtime is defined as time in excess of 8 hours per day or any hours worked Saturday or Sunday. Overtime will be
billed at the rates shown in the T&E Rate Tables (above).
• For safety reasons, SEL ES service personnel will not plan to work more than 10 hours per day. Should job
requirements dictate work hours in excess of 10 hours per day, SEL ES and the Customer must review the
requirements and agree on an appropriate plan that addresses safety concerns and the reasonableness of the hardship
that the excessive hours place on SEL ES personnel.
• Time spent by SEL ES personnel on site while waiting standby, training, or traveling to and from the site will be
considered billable time.
Onsite T&E invoices will include billable project administration and project management time not performed on
site.
The hourly rates quoted include the use of personal computers loaded with Microsoft Office, Lotus Notes,
MATLAB, Mathcad, AutoCAD, MicroStation, and SEL software used in the preparation, documentation, and
processing of settings for SEL products.
SEL ES does not bill for long-distance telephone, fax, low-volume copying, and document shipping charges.
• Hourly rates are valid for work performed within one year of the proposal date.
• Holidays observed for U.S. Offices include: New Years Day (observed), Memorial Day, Independence Day
(observed), Labor Day, Thanksgiving Day, Thanksgiving Friday, and Christmas Day (observed).
SEL ES PROPRIETARY INFORMATION
