HomeMy WebLinkAboutWhitchurch Engineering 2023-09-15COU No. 2324-124
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
[Design Professional]
This Agreement made and entered into this 15th day of September, 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 Professional Design Services for revising plans due
to the electrical fire on 3/6/2023 for the Tenant Improvements at the Hastings Electric Service
Center located at 1350 Hastings Road, Ukiah.
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 guaranteed
maximum dollar amount of $20,200. Labor charges shall be based upon hourly billing rates
for the various classifications of personnel employed by Consultant to perform the Scope of
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Work as set forth in the attached Attachment A, which shall include all indirect costs and
expenses of every kind or nature, except direct expenses. The direct expenses and the fees
to be charged for same shall be as set forth in Attachment A. 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.
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Consultant warrants and represents that it is a properly licensed professional or professional
organization with a substantial investment in its business and that it maintains its own offices
and staff which it will use in performing under this Agreement.
5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to City.
Consultant has no interest and will not acquire any direct or indirect interest that would conflict
with its performance of the Agreement. Consultant shall not in the performance of this
Agreement employ a person having such an interest. If the City Manager determines that the
Consultant has a disclosure obligation under the City’s local conflict of interest code, the
Consultant shall file the required disclosure form with the City Clerk within 10 days of being
notified of the City Manager’s determination.
6.0 INDEMNIFICATION
6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for the
full period of time allowed by law, surviving the termination of this Agreement insurance
against claims for injuries to persons or damages to property, which may arise from or in
connection with its performance under this Agreement.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office ("ISO) Commercial General Liability Coverage Form
No. CG 20 10 10 01.
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.
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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, and
employees; 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 are to be covered as
additional insureds as respects; liability arising out of activities
performed by or on behalf 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, and employees for losses arising from Consultant's
performance of the work, pursuant to this Agreement.
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3. Professional Liability Coverage
If written on a claims-made basis, the retroactivity date shall be the effective
date of this Agreement. The policy period shall extend from one year of the
date of the 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
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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,
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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, INC.
ELECTRIC UTILITY DEPARTMENT JEFFREY LAIKAM, PE
300 SEMINARY AVENUE 610 9TH STREET
UKIAH, CALIFORNIA 95482-5400 FORTUNA, CALIFORNIA 95540
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
____________________
Date
BY: __________________________
PRINT NAME: _________________
__________________
IRS IDN Number
CITY OF UKIAH
BY: ____________________
SAGE SANGIACOMO Date
CITY MANAGER
ATTEST
____________________
KRISTINE LAWLER Date
CITY CLERK
Jeffrey Laikam
68-0482707
November 15, 2023
Jan 22, 2024
Kristine Lawler (Jan 22, 2024 11:39 PST)
Kristine Lawler Jan 22, 2024
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 1 of 3
April 5th, 2023
Revised August 21st, 2023
Mary Horger
Financial Services Manager
City of Ukiah
Phone: (707) 463-6233
Email: mhorger@cityofukiah.com
RE: Cost Proposal – Services Related to Fire damages
City of Ukiah’s Electrical Service Building at 1350 Hastings Rd
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 services related to Fire Damages at the City of Ukiah’s Electrical
Service Building at 1350 Hastings Rd.
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
ATTACHMENT A
Whitchurch Engineering, Inc. Fee Proposal for Services related to Fire
Damages at the City of Ukiah Electrical Service Building at 1350 Hastings Rd
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
Fee Proposal
Total Contract Price (Not to Exceed): $20,200.00 Time and Materials (T&M)
A.Scope of Services:
1.Damage Assessment - $4,500.00
a.Site Visit to visually inspect, measure, and assess the extent of damages resulting from the
fire.
b.Prepare written assessment, letter form, outlining damages and repairs needed.
c.Prepare written estimate for engineering design for repairs of fire damage.
d.Architect to provide construction cost estimate for repairs.
2.Engineering Design for Repairs - $5,250.00
a.Specify structural members for replacement in kind, including the damaged studs, plates,
sheathing, floor joists, and beams. Trusses to be designed and supplied by a truss
manufacturer.
b.Engineering calculations to determine forces at connections between new and existing
framing.
c.Detailed connection drawings, between new and existing framing to transfer loads/forces.
3.Structural Submittal Review - $1,750.00
a.Review truss submittal.
b.Review contractor temporary shoring plan.
4.Electrical Engineering - $5,400.00
a.New electrical design to replace all electrical upstairs.
i.New panel schedule
ii.Load calcs for 2nd floor Receptacles
iii.New lighting loads and controls
iv.Backcheck new loads to overall building service – assumed sufficient for this estimate
v.Verify Feeder sizes.
vi.New Electrical floor plan.
b.New electrical design will start at the upstairs subpanel where the original scope of design
stopped.
c.Upgrade of overall building service, due to additional electrical scope, not included in this
estimate.
5.Inspections/Construction Assistance - $3,300.00
a.Site visit at completion of structural framing and connections to confirm construction is in
accordance to plans.
b.Written Inspection Reports following inspection.
c.RFI Response – Assume 3 RFI’s from contractor @ 2 hours per RFI Response.
Whitchurch Engineering, Inc. Fee Proposal for Services related to Fire
Damages at the City of Ukiah Electrical Service Building at 1350 Hastings Rd
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:
1. Scope is limited to repair of building back to its pre-fire condition. Some overlap of the new design may
exist, and we will proceed as advised by City staff upon conflict.
2. Existing electrical infrastructure has capacity to support the replacement of electrical components
being proposed for the 2nd floor.
3. The significance of fire/water damage was not concealed by sheetrock, siding, or other coverings,
during the March 28th, 2023 Site Visit. If more significant damage is uncovered during construction or
preparation, the scope may be revised.
4. Plan check will be performed by the City of Ukiah and will not be outsourced to a 3rd party plan
checker.
Deliverables:
1. Written assessment of damages and an engineer’s estimate for design fees.
2. Stamped and signed structural drawings will include:
• Limits of repairs
• Specified framing members for replacement
• Structural connection details
3. Stamped and signed engineering calculations for structural repairs
4. Written approval/comments to submittal review tasks for trusses and shoring plan
5. Stamped and signed electrical drawings to include:
• New electrical floor plan for 2nd floor
• New panel schedule for subpanel on 2nd floor
• New load calculations for proposed lighting and receptacles on 2nd floor
• Feeder sizes
6. Written inspection reports and RFI responses during construction assistance
B. Contract Exclusions/Does Not Include:
- 3rd party plan check response
- Civil Engineering
- Construction administration or management
- Drafting beyond the scope as described above
- Onsite Stakeholder meetings beyond one site visit
- Specialized systems, alarms, controls, or electrical loads for these systems
- 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
