HomeMy WebLinkAboutCoastland Civil Engineering 2022-06-29COU No. 2122-257
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AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 29th day of June, 2022 (“Effective Date”),
by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Coastland
Civil Engineering, Inc, 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 modifying the plans, specifications, and
estimate for the Clara Avenue Project.
b.Consultant represents that it has the professional qualifications, skills, and experience
and is properly licensed to provide these services, and is willing to provide them
according to the terms of this Agreement, consistent with the professional skill and care
ordinarily provided by firms practicing in the same or similar locality under the same or
similar circumstances (herein the “Standard of Care”).
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,
provided however, that notwithstanding any clause in this Agreement to the contrary,
Consultant expressly disclaims all express or implied warranties and guarantees with
respect to the quality of performance of professional services.
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 the time coordinated with the City, as expeditiously as is consistent
with the exercise of professional skill and care and the orderly progress of the Project.
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.
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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 dollar amount of $15,420. 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 for 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 charges for the same shall be 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 the agreed upon 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 the 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
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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 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 investigating or alleging Consultant’s failure
to comply with this paragraph.
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.
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
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general aggregate limit shall apply separately to the work performed
under this Agreement, or the aggregate limit shall be twice the prescribed
per occurrence limit.
2.Automobile Liability: $1,000,000 combined single limit per accident for
bodily injury and property damage.
3.Worker's Compensation and Employers Liability: Worker's compensation
limits as required by the Labor Code of the State of California and
Employers Liability limits of $1,000,000 per accident.
4.Errors and Omissions liability: $1,000,000 per occurrence.
C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by
the City. At the option of the City, either the insurer shall reduce or eliminate
such deductibles or self-insured retentions as respects to the City, its officers,
officials, employees and volunteers; or the Consultant shall procure a bond
guaranteeing payment of losses and related investigations, claim administration
and defense expenses.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1.General Liability and Automobile Liability Coverages
a.The City, it officers, officials, employees and volunteers are to be
covered as additional insureds as respects; liability arising out of
activities performed by or on behalf of the Consultant, products
and completed operations of the Consultant, premises owned,
occupied or used by the Consultant, or automobiles owned, hired
or borrowed by the Consultant 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.
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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 one year
from project 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
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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
misconduct or defects in design by the City, or arising from the active negligence of the
City.
“Indemnify,” as used herein includes the reimbursement of expenses of defending
against such 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.
6.3 Consultant and City waive all consequential or special damages, including, but not
limited, loss of use, profits, revenue, business opportunity, or production, for claims,
disputes, or other matters arising out of or relating to the Contract or the services
provided by Consultant, regardless of whether such claim or dispute is based upon
breach of contract willful misconduct or negligent act or omission of either of them or
their employees, agents, subconsultants, or other legal theory, even if the affected party
has knowledge of the possibility of such damages. This mutual waiver shall survive
termination or completion of this contract.
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, provided Consultant has been paid for all undisputed invoice
amounts due. 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. Notwithstanding the foregoing, Consultant shall retain ownership to
any of its standard drawings, documents, details and specifications (“Consultants
Standards”) that may be incorporated into the documents. City shall be granted a
nonexclusive license to use Consultant’s Standards as part of its use of the documents.
City agrees to indemnify, defend and hold the Consultant harmless from and against any
claims or damages that may results from the subsequent use, reuse, transfer or
modification of the documents, except on projects where the Consultant has bene
retained to provide services.
7.2 Governing Law. Consultant shall exercise the Standard of Care to 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.
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7.3
COU No.
2122-257 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
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, provided all undisputed invoice
amounts have been paid to the consultant. Consultant shall be entitled to receive just
and equitable compensation for any work satisfactorily completed hereunder, subject to
off-set for any damages City may incur as a result of Consultant's material 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
DEPT. OF PUBLIC WORKS
300 SEMINARY AVENUE
UKIAH, CA 95482-5400
COASTLAND CIVIL ENGINEERING, INC
HEIDI UTTERBACK, PE
1400 NEOTOMAS AVE
SANTA ROSA, CA 95405
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9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
WATER SYSTEMS OPTIMZATION, INC.
BY: __________________________ ____________________
JOHN WANGER
CEO Date
__________________
IRS IDN Number
CITY OF UKIAH
BY: ____________________
SAGE SANGIACOMO
CITY MANAGER Date
ATTEST
____________________
KRISTINE LAWLER
CITY CLERK Date
June 30, 2022
____________________
Heidi E. Utterback
Corp. Secretary
68-0256235
Jul 13, 2022
Kristine Lawler (Jul 13, 2022 09:54 PDT)
Kristine Lawler Jul 13, 2022
Santa Rosa Auburn Pleasant Hill Fairfield
1400 Neotomas Avenue 11641 Blocker Drive, Ste. 170 3478 Buskirk Avenue, Ste. 1000 324 Campus Lane, Ste. A
Santa Rosa, CA 95405 Auburn, CA 95603 Pleasant Hill, CA 94523 Fairfield, CA 94534
Tel: 707.571.8005 Tel: 530.888.9929 Tel: 925.233.5333 Tel: 707.702.1961
www.coastlandcivil.com
June 28, 2022
Mr. Andrew Stricklin
Assistant Engineer
City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482
Via email: astricklin@cityofukiah.com
Subject: Professional Engineering Services Relating to the Clara Avenue Project
Dear Andrew,
We are pleased to provide you with this proposal for the additional engineering design services
for the Clara Ave Project.
Project Background
The City is in the process of advertising the Clara Ave Improvement project for bidding and would
like to make some changes on the plans. It is intended to issue the plan changes as an addendum
on July 19th, 2022. We understand the items that need to be changed/revised are as follows:
1. Remove the curving chicane curb line on the south side of Clara near Orchard and the
associated chicane island. The City would like to transition from the FL at the SW ramp of
Orchard into the FL at the current tangent section approximately 300’ to the west. This
curbline realignment will require a relocation of two street lights, one of which has been
missing for years. The City would like us to show a probable location for the street light behind
the new curb with notations to reroute the wiring with direction from City Electric. Costs for
the street light relocations will likely need to be a lump sum item.
2. Jog the new water main north at the previous chicane location to be within the roadway
section, which will likely end up being at the edge of the new curb and gutter. We will provide
as much separation between the water and sewer mains while keeping the water main within
the roadway section. If the standard 10’ separation cannot be achieved, we will provide a
minimum of 5’ separation and use the higher pressure class pipe material (pressure class
235/DR18) which meets Division of Drinking Water requirements.
3. Replace the jack/bore work under the railroad tracks with continued trenching through that
location and removal of the R/R tie and rail to be stacked along the existing railroad onsite.
ATTACHMENT A
June 28, 2022
Andrew Stricklin, City of Ukiah
Design efforts for these changes/revisions include updated plan and profile plans, striping plans
and cross sections. We will also provide updated quantities for bidding as well as any updated
technical specifications and an engineer’s estimate of construction cost.
Based on the above understanding of the additional required services, we have prepared the
following scope of work and estimated fee for your consideration.
SCOPE OF SERVICES
Task 1 – Updated PS&E Documents
We will prepare updated stamped/signed plan and profile plan sheets, striping plans and cross
sections for changes outlined above. We will prepare an updated engineer’s estimate of costs as
well as an updated quantity list that can be used to update the bid proposal form. We will also
provide updated technical specification sections as required. We assume the City will prepare
the addendum document to be issued to Contractors and will incorporate the updated documents
(plan sheets, bid quantities list and updated technical specifications) provided by Coastland.
ESTIMATED COSTS
Based on our scope of work, we are proposing that the services associated with additional design
efforts be completed for a not-to-exceed amount of $15,420. The amount quoted is assuming
that all of the work for this project will fall under the scope of work as previously described. If
additional work is necessary that falls outside of this scope of work, we can either re-negotiate a
new scope of work or provide these services on a time and materials basis per our adopted
schedule of hourly rates.
Please let me know if you have any questions.
Sincerely,
COASTLAND
Heidi Utterback, PE
Principal / Engineering Design Manager
Attachment: Work Estimate
June 28, 2022
Andrew Stricklin, City of Ukiah
ATTACHMENT B