HomeMy WebLinkAboutMunselle Civil Engineering 2019-02-28• COU No. I 8 1`1 oZ�
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this .2 e day of 1E 2019
("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as
"City" and Munselle Civil Engineering, 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 to complete a topographic survey of the Ukiah Landfill.
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. 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 maximum dollar amount of $16,500. 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
Std - ProfSvcsAgreement- November 20. 2008
PAGE I OF 8
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 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.
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.
Std — ProtSvcsAgreement- November 20, 2008
PAGE 2 OF 8
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. 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 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.
Std - ProfSvcsAgreement- November 20, 2008
PAGE 3 OF 8
3. Worker's Compensation and Employers Liability: Worker's compensation
limits as required by the Labor Code of the State of California and
Employers Liability limits of $1,000,000 per accident.
4. Errors and Omissions liability: $1,000,000 per claim.
C. Deductibles and Self -Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by
the City. At the option of the City, either the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects to the City, its officers,
officials, employees and volunteers; or the Consultant shall procure a bond
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverages
a. The City, it officers, officials, employees and volunteers are to be
covered as additional insureds as respects; liability arising out of
activities performed by or on behalf of the Consultant, products
and completed operations of the Consultant, premises owned,
occupied or used by the Consultant, or automobiles owned, hired
or borrowed by the Consultant 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 Consultants 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 Consultants 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.
Std - ProfSvcsAgreement- November 20, 2008
PAGE 4 OF 8
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 for the
duration of the work being performed.
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 Tong -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 Toss, arising from the sole negligence, willful
misconduct or defects in design by the City, or arising from the active negligence of the
City.
Std - ProfSvcsAgreement- November 20. 2008
PAGE 5 OF 8
"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 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
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
Std — ProfSvcsAgreement- November 20, 2008
PAGE 6 OF 8
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
Munselle Civil Engineering
513 Center Street
Healdsburg, CA 95448
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
BY: �
PRINT NAME: et /Mw"SI .4
26-4291736
IRS IDN Number
CITY OF UKIAH
/z*/h
Date
BY:
i3AGE ANGIACOMO Date
CITY MANAGER
ATTEST
/(A.tql,i/k( C" (1‘
K ISTINE LAW LER, CITY CLERK Date
Std - ProtSvcsAgreement- November 20, 2008
PAGE 7 OF 8
APPROVED AS TO FORM:
CITY ATTORNEY
Std - ProfSvcsAgreement- November 20. 2008
PAGE 8 OF 8
[Attachment A]
Scope of Work
Task 1: Base Scope of Services
Aerial Control Map: We will reutilize permanent control point monuments and set new control point
monuments as necessary for aerial control panels to map the area of the solid waste. The will be
located using GPS instruments and will be on California Grid Basis, using current HPGN Data from
Caltrans. This will allow the City to insert the mapping into their GIS system. An attempt will be
made to locate control points previously set in 2013 for mapping done at that time. This will allow
the same vertical basis to be used as was used previously.
2. Topographic Map: A topographic map will be prepared of an area of approximately 107 acres as
delineated on Exhibit 1. The mapping will primarily consist of the disturbed area of the solid waste
site and includes the following:
a) The entire creek bed along the north side of the survey limits, and 50' northerly beyond the
creek.
b) Perimeter access road and 100 feet south of the southerly access road
c) Buildings and Structures — building outlines and tank outlines.
d) Dripline of Trees immediately adjacent to or in the perimeter.
e) Access roads at points of entry to the property and for circulation within the mapped
perimeter.
f) Existing ponds within the survey perimeter. Does not include survey below the current
water level.
g) Existing fencelines showing angle points, along the west and southwest boundary, as
defined in No. 3, below.
h) Contours delineated at 2 foot intervals,(but mapped at a precision of 1 foot intervals), with
spot elevations at intervals along benches, access roads, pond embankment crests and
pond water surfaces.
i) Overhead Utility line location based upon visible utility elements will be mapped. Visible
water main appurtenances (if any), visible drainage structures and open channels are
included.
j) Grade breaks or hinge lines will be provided along the crest and the toe of slopes
3. Approximate Boundary Location: We will attempt to locate the property corners along the western
boundary common to APN 178-180-07. Three property corners are also of record along the
boundary common with APN 178-200-02 and 178-200-05. These corners were monumented
previously by a map filed in Map Case 1, Drawer 7, Page 109, Mendocino County Records in 1945.
Fences exist along parts of this boundary, so they shall be shown at a minimum.
Items Not Included:
1. Tree trunks adjacent to the southern perimeter road and north of the creek bed shall not be located.
2. Monitoring well locations will not be mapped.
3. No boundary corners will be monumented. (Parts of the approximate boundary will be delineated
using the best information available as described in No. 3 above.)
4. A record of survey will not be prepared for the boundary.
Deliverables:
CAD drawings in electronic format (Civil 3D) and 3 hard copies of the map.
Work Schedule and Budget
SCHEDULE OF WORK:
Consultant realizes that the timely performance of the services provided is an important element of this
Agreement. Consultant will endeavor to complete the work with due and reasonable diligence consistent
with sound professional practice and within the time frame noted below. Consultant and the City agree to
cooperate with each other in every way on the project and to solicit the cooperation of other parties who
may influence the schedule of the work.
The time of completion noted below is an estimate only and Consultant is not responsible for circumstances
beyond its control. It is also possible that as the project proceeds, sound professional practice may
necessitate additional work being done and hence additional time may be needed for completion.
Consultant will begin the work within 14 days of receipt of this signed Agreement. Consultant anticipates
that work will be completed within 30 days after commencing work assuming no major weather delays. If
weather delays are encountered, the project team will be notified so the schedule can be updated.
RETAINER:
None Required
PAYMENT:
City agrees to pay a Maximum Not -to -Exceed Fee of $ 16,500, based upon time, fee schedule and direct
project costs; also provided that if the work is canceled, terminated or otherwise discontinued without fault
by Consultant the work done to the date of termination shall be paid for on an hourly basis in accordance
with "Attachment B", Schedule of Fees.
If additional work is requested or required, which is not covered in the Scope of Work, the City agrees to
meet with representatives of Consultant to discuss changes in the scope, schedule, cost or other Terms
of Agreement. If modifications to the Agreement are required, Consultant will prepare an amendment to
the Agreement for Professional Consulting Services for execution by the Client and Consultant.
NOTE: Hourly rates on the Schedule of Fees are valid for one year from the date of this Agreement.
Thereafter, if Munselle Civil Engineering raises its fees to all Clients, the Schedule of Fees for this
project may be amended accordingly
Legend
Solid Waste Survey
ti Ukiah Gun Club
• Vichy Springs
(!r1 Vichy Springs Resort
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White outline represents
survey limits
MCIVII F.NGINt:r. RISC 14
UNSELL
CIVIL EMGINEE•INh. LAND n. Ansi.,.
Planning
Civil Engineering
Project Management
Construction Management
5urveying
Entitlements
Concept Design
Feasibility Studies
IlEALD5b(.JRG OFFICE
515 Center 5t.
healdsburg, CA 95448
Phone (707) 595-0968
cort@munsellecivil.com
www.munscllccivil.com
UKIAIH OFFICE
100 N. Pine Street
Ukiah, CA 95+82
Phone (707) 462-6556
tyler@mun5ellecivil.com
www.munsellecivil.com
MILL VALLEY OFFICE
225 Flamingo Road.
Mill Valley, CA 94941
Cell (707) 775-8986
dan@dvcgroup.net
www.dvcgroup.net
ATTACHMENT B: STANDARD FEE SCHEDULE
1. PERSONNEL SERVICE FEE STANDARD HOURLY RATES
DEPOSITIONS &/OR COURT APPEARANCES $250.00/hr (4 -hr min)
PROJECT MANAGEMENT $175.00
PROFESSIONAL PLANNER $165.00
PROFESSIONAL ENGINEER $150.00
ENGINEER $130.00
PROFESSIONAL LAND SURVEYOR $150.00
SURVEYOR $130.00
CONSTRUCTION MANAGEMENT $150.00
2 PERSON SURVEY/STAKING CREW $245.00
1 PERSON SURVEY/STAKING $205.00
AUTOCAD DRAFTING $110.00
PERMIT PROCESSING $110.00
CLERICAL OFFICE SERVICES $75.00
2. MISCELLANEOUS FEES
PICK-UP AND DELIVERY SERVICES
SUBCONTRACTED SERVICES
COMMERCIAL DELIVERY SERVICES
OUTSIDE PRINTING
OTHER COSTS INCURRED @ CLIENT'S REQUEST
CONSULTANT'S BLUEPRINTING
$50.00
cost plus 10%
cost plus 10%
cost plus 10%
cost plus 10%
$3.00 per sheet
3. PAYMENT
Invoices transmitted are due 30 days after receipt payable to:
Munselle Civil Engineering
513 Center St.
Healdsburg, CA 95448
4. SUPERSEDED FEE SCHEDULE
Our Standard Fee Schedule is updated periodically and is subject to change.
Initial: /