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HomeMy WebLinkAboutBrown & Caldwell - 2000-06-19PROFESSIONAL SERVICES CONTRACT BETWEEN _THE CITY OF.HUNTINGTON BEACH AND BROWN & CALDWELL FOR ENVIRONMENTAL CONSULTING SERVICES THIS AGREEMENT is made and entered into this 19th day of June 2000, by and between the City of Huntington Beach,. a municipal corporation of -the -State of California, hereinafter referred to as "CITY," and Brown and Caldwell, a California corporation, hereinafter referred to as "CONSULTANT." WHEREAS, CITY desires to engage the services of a consultant to provide consulting services regarding environmental issues in the City of Huntington Beach; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform said services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: I. WORK STATEMENT CONSULTANT shall provide environmental consulting services to CITY on an as -needed basis. These services shall include, but not be limited to, the following: (1) evaluate and/or prepare Phase I, II and III site assessments; (2) select, prepare and present remediation strategies; and (3) prepare and present audio, visual and computer -aided programs regarding CONSLLTANT's investigations and analyses. These services shall sometimes hereinafter be referred to as the "PROJECT." g:1jmf/2000Agree/Brown & Caldwell105/02100 CONSULTANT hereby designates Linda Conlan, who shall represent it and be its primary contact and agent, and Mark Myers, who shall represent it and be its secondary contact and agent, in all consultations with CITY during the performance of this AGREEMENT. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this AGREEMENT. w 3. TIME OF PERFORMANCE • 5 t r Time is of the essence of this AGREEMENT. The services of CONSULTANT are on an as -needed basis. CONSULTANT shall commence its services as soon as practicable only after receiving written instructions from CITY regarding a specified project or task.- Once CONSULTANT receives the written instructions, CONSULTANT shall use all commercially reasonable efforts to complete the requested project as soon as possible, unless the parties agree to a specific completion date. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis, based on the fee scheduled attached hereto as Exhibit "A" and incorporated into this AGREEMENT by this reference. Under any circumstances, the total fee, including all costs paid to CONSULTANT under this AGREEMENT shall not exceed twenty thousand dollars ($20,000). 5. EXTRA WORK In the event CITY requires additional services not included in Section 1 above, or changes in the scope of services described in Section 1, CONSULTANT will undertake such 2 g:1jmi/2000Agree/Brown & Caldwell/05102100 work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 5. METHOD OF PAYMENT A. If CONSULTANT provides services to CITY under this AGREEMENT pursuant to a written request by CITY to proceed with a specific project, CONSULTANT shall be entitled to monthly progress payments at the compensation set forth in Section 4 above toward the fixed fee set forth herein. 'B. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. Any such product which has not been formally accepted or rejected by CITY shall be deemed accepted. C. CONSULTANT shall submit to CITY an invoice for each progress - payment due. Such invoice shall: 1) Reference this AGREEMENT; 2) Describe the services performed; 3) Show the total amount of the payment due; 4) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this AGREEMENT; and 5) For all payments include an -estimate of the percentage of work completed. 3 g:Ijmf12000Agree/Brown & Caldwell/05102l00 • Upon submission of any such invoice, if CITY is' satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this AGREEMENT, CITY shall promptly approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non -approval within,seven (7) calendar days of receipt of the invoice, and � l Y CONSULTANT's services shall be suspended until the parties agree` thaf past performance by CONSULTANT is in, or has been brought into compliance, or until this AGREEMENT is terminated as provided herein. D. Any billings for extra work or additional services authorized by CITY shall be invoiced separately to CITY. Such invoice shall contain_all of the information required i ♦ i.. above, and in addition shall list the hours expended and hourly rate charged for. such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this AGREEMENT. 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that all materials prepared. hereunder, including all original drawings, designs, reports, both field and office notices, calculations, maps, memoranda, letters and other documents, shall be turned over to CITY upon termination of this AGREEMENT or upon PROJECT completion, whichever shall occur first. In the event this AGREEMENT is terminated, said materials may be used by CITY in the completion of the 4 g:ljmf12000Agree/Brown & Caldwe11105102/00 • PROJECT or as it otherwise sees fit. Title to said materials shall pass to CITY upon payment of fees determined to be earned by CONSULTANT to the point of termination or completion of the PROJECT, whichever is applicable. CONSULTANT shall be entitled to retain copies of all data prepared hereunder. 8. HOLD HARMLESS CONSULTANT shall protect, defend, indemnify and save and hold harmless CITY, its officers, officials, and employees, and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of every nature) arising out of or in connection with CONSULTANT's performance of this AGREEMENT or its failure to comply with any of its obligations contained in this AGREEMENT by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by. CITY in enforcing this obligation. 9. WORKERS' COMPENSATION INSURANCE Pursuant to California Labor Corle Section 1861, CONSULTANT acknowledges awareness of Section 3700 et seq: of said Code; which requires every employer to be insured against liability for workers' compensation; CONSULTANT covenants that it will comply with such provisions prior to commencing performance of the work hereunder. CONSULTANT shall maintain workers' compensation insurance in an amount of not less than the statutory limits. CONSULTANT shall require all subcontractors to provide such workers' compensation insurance for all of the subcontractors' employees. CONSULTANT shall furnish to CITY a certificate of waiver of subrogation under the terms of the workers' compensation insurance and CONSULTANT shall similarly require all subcontractors to waive subrogation. g:ljmi12000Agree1Brown & Caldwell/05102t00 10. GENERAL LIABILITY INSURANCE ; In addition to the workers' compensation insurance and COriSULTANT's covenant to indemnify CITY; CONSULTANT. shall obtain and furnish to CITY, a policy of general public liability insurance, including motor vehicle. coverage covering the PROJECT. Said policy shall indemnify CONSULTANT, its officers, agents and employees, while acting within the scope bf their. duties, against any and all claims arising out of.'onin connection with the PROJECT, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of S1,000,000 per occurrence. If coverage is provided under a form, which includes a designated general aggregate limit, the aggregate limit must be no less than $1,000,000 for this PROJECT. Said policy shall name CITY, its agents, its officers, employees and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the PROJECT shall be deemed excess coverage and that CONSULTANT's insurance shall be primary. Under no circumstances shall the above -mentioned insurance contain a self - insured retention, or a "deductible" or any other similar form of limitation on the required coverage. 11. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall furnish a professional liability insurance policy covering the work performed by it hereunder. Said policy shall provide coverage for CONSULTANT's professional liability in an amount not less than S1,000,000 per occurrence and in the aggregate. A claims -made policy shall be acceptable if the policy further provides that: g:/jmf/2000Agree/Brown & Caldwell/05/02/00 i � • A. The policy retroactive date coincides with or precedes the CONSULTANT's start of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT will make every effort to maintain similar insurance during`the required extended period of coverage following project completion, including the requirement of adding all additional insureds. C. If insurance is terminated;for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this , AGREEMENT. D. The reporting of circumstances or incidents that might give rise to future claims. 12. CERTIFICATES OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this AGREEMENT; said certificates shall: A.. provide the name and policy number of each carrier and policy; B. shall state that the policy is currently in force; and C. shall promise that such policies shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice; however, ten (1 0) days prior written notice in the event of cancellation for nonpayment of premium. FA g:Ijmf12000Agree/Brown & Caldwell105102100 CONSULTANT shall maintain the foregoing insurance coverages in force until the work under this AGREEMENT is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of CITY by CONSULTANT under the AGREEMENT. CITY or its representative shall at all times have the right to demand the original or a copy of all said policies of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. 13. ' INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this AGREEMENT as an independent contractor. CONSULTANT shall secure at its expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation,.unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the services to be performed hereunder. 14. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with"or without cause, and whether or not PROJECT is fully complete. Any termination of this AGREEMENT by CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. 8 n g1jmf/2000Agree/Brown & Caldwell/05102/00 15. ASSIGNMENT AND SUBCONTRACTING This AGREEMENT is a personal service contract and the supervisory work hereunder shall not be delegated by CONSULTANT to any other person or entity without the consent of CITY. 16. COPYRIGHTS/PATENTS CITY shall own all rights to any patent or copyright on any work, item or material produced as a result of this AGREEMENT. 17. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this AGREEMENT. No officer or employee of CITY shall have any financial interest in this AGREEMENT in violation of the applicable provisions of the California Government Cade. 18. NOTICE Any written notice or required submittals, given under the terms of this AGREEMENT, shall be delivered personally or mailed, certified mail, postage prepaid, addressed to the party concerned as follows: TO CITY: TO CONSULTANT: Fire Chief Brown & Caldwell City of Huntington Beach Attn: Linda Conlan 2000 Main Street Principal Hydro Geologist/Senior Project Manager Huntington Beach, CA 92648 16735 Von Karman, Suite 200 Irvine, CA 92606 19. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 9 gJjmf/2000Agree1Br0wn & Caldwel1105102100 L_J r-] 20. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 21. ATTORNEY'S FEES In the event suit is brought by either party to enforce the terms and provisions of this AGREEMENT or to secure the performance hereof,.each'party.shall bear its own attorney's fees. Y 22. ENTIRETY The foregoing, and Exhibit "A" attached hereto, set forth the entire AGREEMENT between the parties., - [SIGNATURES ON NEXT PAGE] to g:ljmf12000Agree1Br0wn & Caldwell/05102/00 IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed by and through their authorized offices the day, month and year first above written. BROWN & CALDWELL, a California corporation: By Waj i ch Baj ITS. VICO-fresident AND • �-�� By: Robert -Leic,htner APPROVED AS TO FORM: dP City Attorney REVIEWED AND APPROVE' CITY OF -HUNTINGTON BEACH, a municipal corporation of the State of California: Fire Chief ITS: Senior Vice President, Counselor and Secretary -.� g.. City A�strator 11 r gajmf12000Agree/Brown & Caldwell105102100 CONSULTANT DIRECT PAYROLL COST RATE SCHEDULE for the PROFESSIONAL SERVICES AGREEMENT between THE CITY OF HUNTINGTON BEACH and BROWN AND CALDWELL EFFECTIVE 1/1/1999 THROUGH 12/31/2000 PROFESSIONAL GRADE RATE Executive/Chief Engineer L $150/hour Chief Remediation Engineer L $150/hour Managing Engineer/Geologist K $130/hour Supervising Engineer/Geologist J $120/hour Principal Engineer{Geologist I $105/houk Senior Engineer/Geologist H $95/hour Engineer/Geologist G $8�/hour Associate Engineer/Geologist F $70/hour Assistant Engineer/Geologist E $55/hour TECHNICAL Lead Illustrator F $70/hour Sr. Field Technician/Sr. Cadd Operator E $55/hour Field Technician/Cadd Operator D $45/hour Associate Field Technician C $40/hour ADMINISTRATIVE Accountant E $55/hour Word Processor E 455/hour Secretary/Cierical E $55/hour Secretary/Clerical D $45/hour Secretary/Clerical C $40/hour note: The rates provided in this schedule are subject to change an January 1, 2001. ** Brown & Caldwell 16735 Von Karman, Suite 200 Irvine, CA 92606 Phone # 949-660-1070 Certificate of Insurance 1 of 2 #S 10380/M9289 Insureds Name and Address: Companies Affording Policies: Brown and Caldwell A. Greenwich Insurance Company , B.Intercargo 3480 Buskirk Avenue C. Pleasant Hill, CA 94523 D. E. F. COVERAGES: THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FORTH EPOLICY PERIOD INDICATED. NOT- 'ITriSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS. AND CONDITIONS OF SUCH POLICIES. TYPE OF INSURANCE POLICY NUMBER EFF.DATE EXP.DATE A GENERAL LIBILITY GECO001662 0312600 03i26i01 ❑X Commercial General Liability ❑ Claims Made ® Occurrence ❑ Owner's and Contractors Protective A AUTO LIABILITY AEC0001663 03126iOO 03/26/01 ❑X Any Automobile ❑ All Owned Autos ❑ Scheduled Autos u APPROVE) AS TO FOF s; : Hired Autos GAI? HU``TON, City Attorneti Non -owned Autos By: Garage Liability EXCESS LIABILITY ❑ Umbrella Form ❑ Other than Umbrella Form H WORKERS' WEC0001666 0312600 03i26.!01 COMPENSATION AND EMPLOYER'S LIABILITY A PROFESSIONAL PEC0000005 01i01i00 05i31i02 LIABILITY' POLICY LIMITS General Aggregate: $2,000.000 Products-Com/Ops Aggregate: $2.000,000 Personal and Adv. Injury: $1,000,000 Each Occurrence: $1,000,000 Fire Omg. (any one fire): $1,000,000 Combined Single Limit: $1,000,000 Bodily Injurylperson: $0 I Bodily Injury/accident: $0 Property Damage: so Each Occurrence: Aggregate: Statutory Limits Each Accident: $1,000,000 Disease/Policy Limit: $1,000,000 Disease/Employee: $1,000,000 Per Claim S1,000,000 Aggregate $1,000,000 S0 Description of Operations/Location sNehicles/Restriction s/Special items: ALL OPERATIONS OF THE NAMED INSURED, INCLUDING CONTRACT FOR PROFESSIONAL SERVICES. GENERAL AND AUTO LIABILITY ONLY: CITY OF HUNTING'DN BEACH, ITS AGENTS, ITS OFFICERS, EMPLOYEES AND VOLUNTEERS ARE NAMED AS ADDITIONAL INSUREDS BUT ONLY AS RESPECTS LIABILITY ARISING OUT OF THE NAMED INSUREDS` OPERATIONS IN CONTRACT FOR PROFESSIONAL SERVICES; SUCH COVERAGE IS PRIMARY AS RESPECTS ANY INSURANCE CARRIED BY (See Attached Descriptions) Certificate Holder: City of Huntington Beach Development and PetroChem 2000 Main Street Huntington Beach, CA 92648 ThE AGGREGATE LIMIT IS THE TOTAL INSURANCE AVAILABLE FOR CLAIMS PRESENTED WITHIN THE POLICY FOR ALL OPERATIONS OF THE INSURED. CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELED BEFORE THE EXPIRATION DATE ThEREOF, THE ISSUING COMPANY, ITS AGENTS OR REPRESENTAT.VES WILL MAIL 3-- DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. EXCEPT IN THE EVENT OF CANCELLATION FOR NON-PAYMENT OF PREMIUM IN WHICH CASE 1C DAYS NOTICE WILL BE GIVEN. - AuthodZea Representative: 05' 17/00 _c: • 0 Insured: Policy: Effective: GREENWICH INSURANCE COMPANY Brown & Caldwell GECO001662 03/26/00 — 03/26/01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ CAREFULLY This endorsement modifies insurance provided under the following GENERAL LIABILITY AND AUTO POLICY FORNT: ADDITIONAL INSURED City of Huntington Beach, its agents, its officers, employees and volunteers. APPROVED, A$ To FORM: GAIL IfUl 4'0 t , City At+orrie TYPE OF OPERATION I PROJECT LOCATION Contract for Professional Services 7sf7�[ G (If no entry appears above, information required to complete this endorsement will be shown in the 6 6 Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" performed for that insured by or for you. PRIMARY: With respect to claims arising out of the operations of the Named Insured, such insurance as afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the Additional Insureds. NOTICE OF CANCELLATION: If we cancel this policy for any reason other than non-payment of premium, we will mail written notice at least 30 days before the effective date of cancellation to the Additional insured on file .with the Company. If we cancel this policy for non-payment of premium, we will mail written notice at least 10 days before the effective date of cancellation to the Additional Insureds on file with the Company. SEVERABILITY: A Severability of Interest Clause is included in this policy. The referenced policies do not exclude explosion, collapse, underground excavation hazards or removal of lateral support. The General Aggregate Limits of Insurance in the referenced policies Profession Autnorize xe tative May 23, 20GO y to this project. nc. 17 ;00 WED 12: 38 FAX ECS 1�J' WORKERS COMPENSATIOAND EMPLOYERS LIABILITY INSURI&E POLICY WC.00 031; - (Ed. 4-a4 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us - This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedufe- Schedule City of Huntington Beach, Development and PetroChem. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information balow is required only when this endorsement Is Issued subsequent to preparation of the policy.) Endorsement Effective Policy No. WEC0001666 orsement No. Insured Pre ium Included BROWN AND CALDWELL Insurance Con ❑any Countersigned by Intercargo Insurance Company % l INC 00 03 13 (Ed. 4-84) 0 1983 National Council on Compensation Insurance. L.EWC 05/17/2000 "" DRAFT *"' DRAFT'""" DRAFT "•' DRAFT -- ORAFT ""