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HomeMy WebLinkAboutBrown & Caldwell - Wastewater Pumping Stat. Upgrade CONSULTANT SERVICES AGREEMENT THIS AGREEMENT, made this 1st day of Nov. , 1991 , by and between the CITY OF ATASCADERO, hereinafter referred to as "City", and Brown and Caldwell Consultants, hereinafter referred to as "Consultant" . Witnesseth For and in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Article 1 Authorization A. Consultant will perform this Agreement in conjunction with the Purchase Order issued by the Department of Public Works. B. The following exhibits are attached hereto and incorporated herein by reference as though here fully set forth. Exhibit "A" Scope of Work Exhibit "B" Fee Schedule and Schedule of Work Article 2 Responsibilities of Consultant A. Scope. Consultant will provide the following services as described herein and under Exhibit "A" for the City project hereinafter described as the "Wastewater Pumping Station Upgrade". B. Coordination. In the performance of Consultant's service under this Agreement, Consultant agrees that he will maintain such coordination with City officials as may be requested and desirable, including primary coordination with the Project Coordinator, herein designated as the Director of Public Works. C. Consultant's Services. Insofar as they may be applicable to the project contemplated by this Agreement, Consultant shall render the services and furnish the work tasks as specified in Exhibit "A" , commencing with receipt of a written Notice to Proceed signed by the Project Coordinator and by the City Manager. 1 Article 3 Responsibilities of city City shall cooperate with Consultant on all phases of the work covered by this Agreement and will make available to him, as his needs indicate, all existing data in the possession of the City covering the project as described. City shall also be responsible for providing such staff production assistance as is specified in Exhibit "A" . Article 4 Fee and Provision for Payment City will pay Consultant a fee according to Exhibit "B" for work contracted in this agreement and billed for based on the payment schedule in Exhibit "B" . Consultant shall be paid no later than thirty (30) days following receipt by City of Consultant's progress report and invoice. Any additional applicable hourly rate billings as authorized in Article 5 shall be based on the Fee Schedule contained in Exhibit "B" . Article 5 Payment for Extra Work or Changes Any claim for payment for extra work or changes in the work will be paid by city only upon certification by the City Manager that the claimed extra work or change was authorized in advance by the Project Coordinator and the City Manager, and that the work has been satisfactorily completed. Claims for such extra work must be submitted by Consultant within thirty (30) days of completion of such work and must be accompanied by a statement of itemized costs covering said work. Article 6 suspension or Termination of Agreement A. suspension of Agreement. If Consultant fails to comply with the conditions of the Agreement, City may, by written notice of the Project Coordinator and the City Manager, suspend the Agreement and withhold further payments pending corrective action by Consultant or a decision to terminate the Agreement. After receipt of notice of suspension, Consultant may not incur additional obligations of Agreement funds during the suspension unless specifically authorized by the Project Coordinator and the City Manager. B. Termination for Convenience. Either party hereto shall have the right to terminate this Agreement upon giving ten (10) days written notice of such termination of this project in its entirety, notwithstanding any other fee provisions of this Agreement, based upon work accomplished by Consultant prior to 2 notice of such termination, City shall determine the amount of fee to be paid to Consultant for his services based upon the provision in Exhibit "B", and such findings of City shall be final and conclusive as to the amount of such fee. In the event of termination of any portion of this project, Consultant shall be entitled to the reasonable value of his services involved in the termination, as determined by City, upon a finding which shall be final and conclusive as to the amount of fee due and owing. Article 7 Time of Completion Consultant agrees to diligently pursue his work under this Agreement and to complete the work as described in Exhibit "A" . Consultant shall not be responsible for any delay which is caused by City review, action or inaction of City and/or any state or federal agency, or acts of God, but shall be responsible for his own fault or negligence or that of any of his subcontractors. If the work is not completed by Consultant in the time specified for each item, or within any period of extension authorized in writing by the Project Coordinator, it is understood that the consultant is liable for damages, and City may deduct said sums from any money due or that may become due to Consultant. Article 8 Conflicts of Interest No member, officer, or employee of City, during his or her tenure, or for one (1) year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. Article 9 Ownership of Data The ownership of all data collected for use by Consultant under this Agreement, together with working papers, drawings, and other materials necessary for a complete understanding of the plans and necessary for the practical use of the plans shall be vested in City. Ownership of original drawings and documents shall be vested in City. Consultant may retain a copy of all work for his own use. Article 10 Covenant Against Contingent Fees Consultant warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for him, to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person, other than bona fide employee working solely for him, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent on or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the contract price or consideration or otherwise recover, the full amount of such fee, commission, percentage fee, gift, or contingency. 3 Article 11 Contract Personnel The work to be done pursuant to this Agreement shall be done by Brown and Caldwell Consultants, and such other personnel in the employ or under the supervision of Consultant who shall be approved by City. The City official who shall be vested with the right of approval of such additional personnel or outside contracting parties shall be the City Manager. City reserves the right to reject any of Consultant's personnel or proposed outside consultants, and City reserves the right to request that acceptable replacement personnel be assigned to the project. Article 12 Indemnity Clause Consultant shall defend, indemnify, and save harmless the City of Atascadero, its officers, agents, and employees, from any and all claims, demands, damages, costs, expenses, and liabilities arising out of this Agreement or occasioned to the extent of the negligent performance of the provisions hereof, including, but not limited to, any negligent act or omission to act on the part of Consultant or his agents or employees or independent contractors directly responsible to him, except that the above shall not apply to the negligence or willful misconduct of City or City's agents, servants, or independent contractors who are directly responsible to City. This indemnification provision shall apply even if there is concurrent or joint negligence of indemnitor and indemnitee, and even if there is active or passive negligence by either or both parties. Article 13 Insurance A. Errors and omissions Insurance. Consultant shall obtain and maintain, at his own expense, prior to commencement of the work of this Agreement, professional liability (errors and omissions) insurance, in a company authorized to issue such insurance in the State of California, with limits of liability of not less than $1, 000, 000 to cover all professional services rendered pursuant to this Agreement. Such insurance shall be kept in force for one (1) year beyond the date of Notice of Completion of the project a accepted by the City Council. 4 B. Automobile and Public Liability Insurance. Consultant shall also maintain in full force and effect for the duration of this Agreement, automobile insurance and public liability insurance with an insurance carrier satisfactory to City, which insurance shall include protection against claims arising from personal injury, including death resulting therefrom, and damage to property resulting from any actual occurrence arising out of the performance of this Agreement. The amounts of insurance shall be not less than the following: Single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage or a combination thereof in an amount not less than $500, 000. The following endorsements must be attached to the policy or policies: (1) If the insurance policy covers on an "accident" basis, it must be changed to "occurrence". (2) The policy must cover personal injury as well as bodily injury. (3) Broad form property damage liability must be afforded. (4) The City of Atascadero, its officers, employees, and agents, shall be named as insured under the policy, and the policy shall stipulate that the insurance will operate as primary insurance and that no other insurance effected by City will be called upon to contribute to a loss hereunder. (5) The policy shall contain contractual liability, either on a blanket basis or by identifying this Agreement within a contractual liability endorsement. (6) The policy shall contain "cross-liability" such that each insured is covered as if separate policies had been issued to each insured. (7) City shall be given thirty (30) days notice prior to cancellation or reduction in coverage of the insurance. C. workers Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant shall be insured against liability for workers compensation or undertake self-insurance. Consultant agrees to comply with such provisions before commencing performance of any work under this Agreement. Article 14 Status Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor, and in no event shall any of his personnel or subcontractors be construed to be employees of City. 5 o Article 15 Non-Discrimination Consultant shall comply with the provisions of Presidential Executive Order No. 11246 of September 24, 1965, and all other orders, regulations, and laws governing non-discrimination in employment, including in particular, Section 122 (a) of the State and Local Fiscal Assistance Act of 1972 . Article 16 Modification of Agreement This Agreement may be modified only by a written amendment signed by both parties hereto. Article 17 Law Governing This Agreement shall be governed by the laws of the State of California. Article 18 Communications Communications between the parties to this Agreement may be sent to the following address: City: CITY OF ATASCADERO 6500 Palma Avenue Atascadero, CA 93422 Attn: Consultant:Brown and Caldwell Consultants 16735 Von Karman Avenue Suite 100 Irvine, CA 92714-4918 ACCEPTED AND AGREED this 1st day of No. , 19 91. CITY: CONSULTANT: CITY OF ATASCADERO, a municipal corporation By C/� c�C�iYU J0✓�i(�t� BY Alden Shiers, Mayor Pervaiz Anwar Regional Vice President 6 `ww+ ATTEST:-- L e Raboin, C ty Clerk APPROVED S O CONTENT: APPROVED AS TO FORM: Greg Luke Art er Moilrtddon Project Coordinator City Attorney 7 EXHIBIT "A" 1. Study the existing pumping facility, surrounding structures, force main and existing flow data. 2 . Prepare a report which analyzes upgrade options and option costs as detailed in RFP. 3 . Conduct Surge Analysis of force main upon written authorization by Public Works Director. 8 tow EXHIBIT "B" FEE SCHEDULE AND SCHEDULE OF COMPLETION The proposed fixed fee for the project as based on the Scope of Work is not to exceed $7,500 for Items 1 and 2 . Item 3 to be considered upon authorization not to exceed $5, 000. Three copies of the final Study Report will be submitted to the City within 30 days of the notice to proceed. 9