HomeMy WebLinkAboutCarollo Engineers 2024-08-05COU No. 2324-227
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AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 5th day of August, 2024 (“Effective Date”),
by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Carollo
Engineers, 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 engineering reconnaissance and assistance
with SAFER grant application.
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 six (6) months 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 $151,752. 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 A,
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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 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.
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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 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.
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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, 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.
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.
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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 one (1)
year from the date of final approved invoice.
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
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.
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“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
11/08/2024
Kristine Lawler (Nov 8, 2024 15:59 PST)
Kristine Lawler 11/08/2024
City OF Ukiah
DRINKING WATER CONSOLIDATION PROJECT
PLANNING FUNDING APPLICATION
SCOPE OF SERVICES
MAY 29, 2024
SCOPE OF SERVICES
This section presents the Scope of Services for the Drinking Water Consolidation Project –
Planning Funding Application. This scope of services is based on a 6-month duration.
Task 1 - Project Management and Meetings
Task 1.1 Project Management and Administration
Monitor project progress, develop and maintain the project schedule, manage subconsultants,
and prepare and submit monthly invoices and progress reports.
Task 1.1 Meetings
Carollo will prepare for and conduct a kickoff meeting (MS Teams). Carollo will prepare an
agenda and meeting minutes for the kickoff meeting. An allocation of 24 hours has been
included for the kickoff meeting and coordination meetings over the 6-month project duration.
Task 1 Assumptions:
·6-month duration
·This scope assumes that no additional parties will join the consolidation agreement
during the project. Adding additional parties during the application process may delay
progress and require rework not included in this effort.
Task 1 Deliverables:
·Baseline schedule with updates, as necessary
·Monthly progress reports
·Meeting agendas and minutes
ATTACHMENT A
Task 2 - Project Management and Meetings
Task 2.1 General Research and Data Collection
Carollo will work closely with the City’s design team, environmental staff, program manager, and
finance staff to identify and obtain necessary project information required for the DWSRF
Consolidation Planning Grant application package. Technical information may include: existing
design documents, Project Scope, Project Schedule, Project budget, etc. Financial information may
include: CAFR's, cash flow information, tax data, water rate study, certifications, and resolutions.
Environmental information includes environmental documentation, such as a completed Notice of
Exemption, needed for planning activities.
Assumptions:
· This effort also includes two days to walk the project site and evaluate existing infrastructure.
No testing of facilities has been included at this time.
· No geotechnical investigations nor survey will be completed for this effort.
· All information for the application will be provided by the City and their partner agencies
and visually observed during the two-day site visit.
Task 2.2 General Application Package
Carollo will prepare the draft and final general application package leveraging information prepared
in previous work and as provided by City staff. Tasks include coordinating with the City to obtain
required information, development of signatory resolution, verification with the SWRCB that there
are no new requirements, incorporation of the City’s review comments and preparation of the final
General Package for submittal. Upon submittal of the General Package, Carollo will coordinate with
SWRCB staff on the application review as well as facilitate on-going SWRCB communications
regarding project status, deliverables submittal status, etc.
Deliverables:
· Draft General Application Package
· Final General Application Package
Assumptions:
· The City will provide necessary information, include signatory resolution, relevant
managerial, regulatory and demographic information requested by the SWRCB to complete
the General Application package.
Task 2.3 Financial Application Package
Carollo will support City staff in the preparation of the draft and final application package and
attachments. As the City is pursuing 100% nonrepayable planning funding, it is anticipated that the
SWRCB will not require the applicant to submit a complete financial security package or undergo
financial security review prior to receiving funding.
Assumptions:
· The City will provide the required financial information requested by the SWRCB to
complete the package to the extent required, which may include completing the tax
questionnaire, preparing the required attachments for the financial application, and
obtaining the required signed resolutions.
Task 2.4 Environmental Application Package
Carollo will work with the City’s environmental planner and/or its environmental consultant to
prepare the Environmental Application Package. For this task, Carollo will review the SRF
Environmental Package prepared by the City's environmental planner for completeness and provide
the City and its environmental sub-consultant with review comments. As part of its review, Carollo
will confirm consistency with the SRF package requirements and flag any omissions of conflicts with
the environmental documentation. It is anticipated that a Notice of Exemption will be required to
cover planning activities.
Assumptions:
· Environmental review of the project, development and adoption of the environmental
documentation/certification will be prepared by either City staff or the City's environmental
consultant.
Task 2.5 Technical Application Package
The Technical Package provides detailed technical information about the project, including a
description of the facilities, the problem being addressed, a detailed Scope of Work, budget,
schedule, as well as demonstrating the water system has the required water rights for the project.
Carollo, working with City staff, will prepare the draft and final technical application package.
leveraging existing Project documentation and utilizing scope, budget and schedule information
developed by the Carollo design team. Carollo will work with City staff to define the project, prepare
a Scope of Work, budget, schedule and related technical documents and graphics to meet the
application requirements and streamline the technical package effort.
Deliverables:
· Draft and Final Project Description
· Draft and Final Scope of Work, Project Schedule, and Fee Schedule
· Draft Technical Application Package
· Final Technical Application Package
Assumptions:
· The City will provide existing information requested by the SWRCB to complete the
Application package.
· Carollo will create a scope and fee to provide design related services for the project. This
scope and fee will be based upon information provided by the City and from the site visits
conducted under task 1.1.
· As the application is for design efforts the application will included limited technical
information.
· No design drawings will be created at this time. All figures will be drawn using google earth
backgrounds with simple line work.
· The existing alignment information will be obtained through the City and their partner
agencies’ GIS database.
Task 2.6 Package Review and Submittal
As each SRF Application package is completed, or close to complete, Carollo will submit the package
and required attachments to the SWRCB FAAST system and coordinate with the SWRCB to verify
successful submission of the project's SRF application package and identify other required
documentation for the SWRCB to accept the City's application as complete.
Once all application packages have been submitted to the SWRCB, Carollo will serve as the main
point of contact for the SWRCB and/or provide support to City staff throughout the application
review process. Carollo will work with the City and its consultants to promptly address review
questions from the State to keep the SRF Package review on track and coordinate/communicate
with the SWRCB during the package review process.
Deliverables:
· Responses to SWRCB questions.
Exhibit A - (May 29 2024)
City of Ukiah
Drinking Water SRF Consolidation Project
Planning Funding Application Fee Estimate
PIC/PM PE Permit Project Professional CAD QC/QC DP Total Labor Crawford PECE ODC Total
Task Task Description 2024 $347 $327 $289 $276 $235 $347 $150 Hours Cost Geotech $15.00 ODC Trips Amount Total Cost
1.0 Project Management and Meetings
1.1 Project Management and Administration 6 0 0 0 0 0 6 12 $2,982 $0 $180 0 $0 $180 $3,162
1.2 Meetings 12 0 12 0 0 0 0 24 $7,632 $0 $360 0 $0 $360 $7,992
Task 1.0 Totals = 18 0 12 0 0 0 6 36 $10,614 Task 1.0 Totals = $11,154
2.0 SRF Funding Applications and Coordination
2.1 General Research and Data Collection
30 20 30 30 0 5 0 115 $35,635 $0 $1,725 $600 6 $897 $3,222 $38,857
2.2 General Application Package
2 8 35 15 0 2 5 67 $19,009 $0 $1,005 0 $0 $1,005 $20,014
2.3 Financial Application Package
1 0 15 5 0 0 1 22 $6,212 $0 $330 0 $0 $330 $6,542
2.4 Environmental Application Package
1 0 15 15 0 0 1 32 $8,972 $0 $480 0 $0 $480 $9,452
2.5 Technical Application Package
22 40 35 60 0 0 5 162 $48,139 $0 $2,430 0 $0 $2,430 $50,569
2.6 Package Review and Submittal
0 0 40 5 0 2 5 52 $14,384 $0 $780 0 $0 $780 $15,164
Task 2.0 Totals = 56 68 170 130 0 9 17 450 $132,351 Task 2.0 Totals = $140,598
Project Totals = 74 68 182 130 0 9 23 486 $142,965 $0 $0 $7,290 $600 6 $897 $8,787 $151,752.00
Subconsultants
Fee
Mileage
Other Direct Costs (ODC)
Carollo Labor
Includes 10%
Markup
Subconsultant