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HomeMy WebLinkAboutWhitchurch Engineering 2023-03-07COU No. 2223-163 AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES HVAC SYSTEM REPLACEMENT FOR WWTP This Agreement, made and entered into this __ day of , 2023 (“Effective Date”), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and WHITCHURCH, 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 HVAC System Replacement for WWTP. 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 Eighty-Three (83) 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 $ 26,500. 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 Design – ProfSvcsAgreement-November 20, 2008 PAGE 2 OF 7 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 Payment. The use of sub-consultants or other services to perform a portion of the work of this Agreement shall be approved by City prior to commencement of work. The cost of sub-consultants shall be included within guaranteed not-to-exceed amount set forth in Section 4.1. 4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this contract shall be based upon submission of monthly invoices for the work satisfactorily performed prior to the date of invoice less any amount already paid to Consultant, which amounts shall be due and payable thirty (30) days after receipt by City. The invoices shall provide a description of each item of work performed, the time expended to perform each task, the fees charged for that task, and the direct expenses incurred and billed for. Invoices shall be accompanied by documentation sufficient to enable City to determine progress made and the expenses claimed. 5.0 ASSURANCES OF CONSULTANT 5.1 Independent Contractor. Consultant is an independent contractor and is solely responsible for its acts or omissions. Consultant (including its agents, servants, and employees) is not City's agent, employee, or representative for any purpose. It is the express intention of the parties hereto that Consultant is an independent contractor and not an employee, joint venturer, or partner of 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. Design – ProfSvcsAgreement-November 20, 2008 PAGE 3 OF 7 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. 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. Design – ProfSvcsAgreement-November 20, 2008 PAGE 4 OF 7 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, and employees and 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, and employees. b.The Consultant's insurance coverage shall be primary insurance as respects to the City, its officers, officials, and employees. Any insurance or self-insurance maintained by the City, its officers, officials, and employees 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, or employees. d.The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2.Worker's Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from Consultant's performance of the work, pursuant to this Agreement. Design – ProfSvcsAgreement-November 20, 2008 PAGE 5 OF 7 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 date of final approved invoice for this project 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. All Certificates and Endorsements are to be received and approved by the City before Consultant begins the work of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. If Consultant fails to provide the coverages required herein, the City shall have the right, but not the obligation, to purchase any or all of them. In that event, after notice to Consultant that City has paid the premium, the cost of insurance may be deducted from the compensation otherwise due the contractor under the terms of this Contract. G. Subcontractors Consultant shall include all sub-contractors 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 and its agents in the performance of services under this contract, but this indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by the City, or arising from the active negligence of the City. “Indemnify,” as used herein includes the expenses of defending against a claim and the payment of any settlement or judgment arising out of the claim. Defense costs include all Design – ProfSvcsAgreement-November 20, 2008 PAGE 6 OF 7 costs associated with defending the claim, including, but not limited to, the fees of attorneys, investigators, consultants, experts and expert witnesses, and litigation expenses. References in this paragraph to City or Consultant, include their officers, employees, agents, and subcontractors. 7.0 CONTRACT PROVISIONS 7.1 Documents and Ownership of Work. All documents furnished to Consultant by City and all documents or reports and supportive data prepared by Consultant under this Agreement are owned and become the property of the City upon their creation and shall 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 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, Design – ProfSvcsAgreement-November 20, 2008 PAGE 7 OF 7 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 WHITCHURCH ENGINEERING DEPT. OF FLEET & FACILITIES ATTN: JEFFERY LAIKAM, PE ATTN: DAVE KIRCH, MANAGER ENGINEERING MANAGER 300 SEMINARY AVENUE 610 9TH STREET UKIAH, CALIFORNIA 95482-5400 FORTUNA, CA 95540 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CONSULTANT BY: __________________________ ____________________ Date PRINT NAME: _________________ __________________ IRS IDN Number CITY OF UKIAH BY: ____________________ Date CITY MANAGER ATTEST ____________________ CITY CLERK Date 68-0482707 Jeffrey Laikam January 31, 2023 Mar 7, 2023 Kristine Lawler (Mar 7, 2023 16:13 PST) Kristine Lawler Mar 7, 2023 Design – ProfSvcsAgreement-November 20, 2008 PAGE 8 OF 7 ATTACHMENT A www. w h i tc h u r c h e n g i n e e r i n g . c o m Fortuna CA – 610 9th Street Phone: (707) 725-6926 Eureka CA – 716 Harris Street Phone: (707) 444-1420 Page 1 of 3 January 19th, 2023 Mary Horger Financial Services Manager City of Ukiah Phone: (707) 463-6233 Email: mhorger@cityofukiah.com RE: Cost Proposal - HVAC System City of Ukiah’s Waste Water Treatment Plant (WWTP) Ms. Horger, Please find included our fee proposal based on an hourly rate schedule with a “not to exceed” maximum cost for the work identified in the Scope of Services for the HVAC system replacement at the City of Ukiah’s Waste Water Treatment Plant. Thank you again for the opportunity to provide a cost proposal. Sincerely, Jeffrey Laikam, PE Engineering Manager, Contracts Negotiations 610 9th Street Fortuna, CA 95540 Office: (707) 725-6926 Email: jtl@whitchurchengineering.com Whitchurch Engineering, Inc. Fee Proposal for Mechanical Engineering Services for the City of Ukiah Wastewater Treatment Plant HVAC System Fortuna CA – 610 9th Street Phone: (707) 725-6926 Eureka CA – 716 Harris Street Phone: (707) 444-1420 www. w h i tc h u r c h e n g i n e e r i n g . c o m Page 2 of 3 SCOPE OF SERVICES A.Scope of Services: 1.Initial Site Investigation and Project Planning a.(1) site visit to review existing conditions and determine condition of existing ducting and systems for evaluation of possible reuse. Establish desired zoning for HVAC per client feedback. b.Review existing available plans to determine existing HVAC demands and determine capacity of existing system for recommendation of HVAC equipment upgrades. c.Completion Schedule for project deliverables 2.Construction Drawing Preparation a.Prepare ACAD drawings for proposed utility upgrades over PDF drawings provided by the City of Ukiah which will include: •Equipment location •Ducting runs (if any) •Refrigerant line and condensate line routing o Condensate termination details b.Provide markups to existing electrical panel schedules and one-line drawings to accommodate proposed HVAC upgrades. 3.Building System Design Information a.Provide ventilation calculation for overall building envelope for compliance with requirements of current CA Mechanical Code Requirements. b.Coordinate HVAC zoning with client regarding type and quantity of units, zone coverage areas, and desired controls. c.Size new HVAC units based on coverage areas and Heating and Cooling Load calculations for specified zones. 4.Equipment Specification a.Provide equipment schedule for proposed HVAC equipment upgrades. 5.Other a.Attend Stakeholder meetings for establishment of design, incorporation of WWTP operation requests, and to resolve questions regarding the proposed designs. b.Submittal of proposed HVAC upgrade plans to the City of Ukiah for the purpose of obtaining a building permit for the specified work scope. c.Respond to City Plan check comments for scope pertinent to Whitchurch Engineering’s Scope of Work. d.Participate in pre-bid meetings and respond to RFI's during bid solicitation phase. Whitchurch Engineering, Inc. Fee Proposal for Mechanical Engineering Services for the City of Ukiah Wastewater Treatment Plant HVAC System Fortuna CA – 610 9th Street Phone: (707) 725-6926 Eureka CA – 716 Harris Street Phone: (707) 444-1420 www. w h i tc h u r c h e n g i n e e r i n g . c o m Page 3 of 3 Assumptions: a.CAD overlays on existing PDF drawings will be adequate for permit submittal. b.New HVAC units will be similarly sized to the existing units. Any alternate zoning from existing to be established at initial site walkdown meeting. c.No electrical upgrades will be required as part of this work scope. Existing available capacity designated to current HVAC systems is adequate to supply new equipment. d.Plan check will be performed by the City of Ukiah and will not be outsourced to a 3rd party plan checker. Deliverables: a.Set of signed and stamped Mechanical Plans and accompanying Electrical Plan redlines indicating the proposed HVAC system upgrades. B.Contract Exclusions/Does Not Include: -3rd party plan check response -Civil Engineering -Construction administration or management -Drafting beyond the scope as described above -Inspections -Onsite Stakeholder meetings beyond one site visit -Specialized systems, alarms, controls, specific to hazards from WWTP -Structural engineering -Surveying -Any other services not listed in A - Scope of Services Any work agreed upon, absent of new contract, is assumed to be under provisions of the existing contract in place with City of Ukiah and no new insurance or other provisions are necessary. ID Task Name Duration Start Finish Pred% Complete 0 City of Ukiah WWTP HVAC 83 days Mon 2/6/23 Wed 5/31/23 0% 1 30% Progress 10 days Mon 2/6/23 Fri 2/17/23 0% 2 Site Visit 1 day Mon 2/6/23 Mon 2/6/23 0% 3 Fact Finding and Client Interviews 10 days Mon 2/6/23 Fri 2/17/23 0% 4 Drawing Creation 10 days Mon 2/6/23 Fri 2/17/23 0% 5 60% Over the Shoulder Client review 22 days Mon 2/20/23 Tue 3/21/23 1 0% 6 Prepare 60% Preliminary Design Documents 20 days Mon 2/20/23 Fri 3/17/23 0% 7 Transmit Preliminary Design Drawings/Documents for Over the Shoulder Client Review 1 day Mon 3/20/23 Mon 3/20/23 0% 8 Client Review 5 days Mon 3/20/23 Fri 3/24/23 0% 9 90% Submittal 16 days Mon 3/27/23 Mon 4/17/23 5 0% 10 Prepare 90% Submittal Design Drawings/Documents 16 days Mon 3/27/23 Mon 4/17/23 0% 11 Submit 90% Design Drawings/Documents 1 day Mon 4/17/23 Mon 4/17/23 0% 12 City Review ‐ Plan Check 23 days Mon 4/17/23 Wed 5/17/23 0% 13 100% Permit Issuance 11 days Wed 5/17/23 Wed 5/31/23 9 0% 14 Respond to Plan Check Comments 11 days Wed 5/17/23 Wed 5/31/23 0% 15 Submit 100% Design Drawings/Documents 1 day Wed 5/31/23 Wed 5/31/23 0% 16 City to Issue Permit 1 day Wed 5/31/23 Wed 5/31/23 0% 5 10 15 20 25 2 7 12 17 22 27 1 6 11 16 21 26 1 6 11 16 21 26 31 ruary 2023 March 2023 April 2023 May 2023 June Task Split Milestone Summary Project Summary Inactive Task Inactive Milestone Inactive Summary Manual Task Duration-only Manual Summary Rollup Manual Summary Start-only Finish-only External Tasks External Milestone Deadline Progress Manual Progress Slippage Page 1 Project: City of Ukiah WWTP HV Date: Thu 1/19/23 Design – ProfSvcsAgreement-November 20, 2008 PAGE 9 OF 7 ATTACHMENT B Whitchurch Engineering, Inc. Fee Proposal for Mechanical Engineering Services for the City of Ukiah Wastewater Treatment Plant HVAC System Fortuna CA – 610 9th Street Phone: (707) 725-6926 Eureka CA – 716 Harris Street Phone: (707) 444-1420 www. w h i tc h u r c h e n g i n e e r i n g . c o m Fee Proposal Total Contract Price (Not to Exceed): $26,500 Time and Materials (T&M)