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.
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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
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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.
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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.
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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.
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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
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ATTEST:--
L e Raboin, C ty Clerk
APPROVED S O CONTENT: APPROVED AS TO FORM:
Greg Luke Art er Moilrtddon
Project Coordinator City Attorney
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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.
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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.
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