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HomeMy WebLinkAboutLarryWalker_WaterWastewaterEngConsult91537_0419AGREEMENT TFWS AGREEMENT is made and entered into in the City of San Luis Obispo on 67- , 2017 by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and Larry Walker Associates, hereinafter referred to as Consultant. WITNESSETH WHEREAS, on January 4, 2017, the City requested qualification proposals for Water and Wastewater Engineering Services per Specification No. 91537. WHEREAS, pursuant to said request, Consultant submitted a proposal that was accepted by City for said services. NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows: 1. Term. The term of this Agreement shall be from the date this Agreement is made and entered, as first written above, until acceptance or completion of said services. 2. Contract Term for On -Call Service Contracts. The Water and Wastewater Engineering Services identified in this specification will be used by the City between April 2017 and April 2019. 3. Contract Extension and Cost Increases for On -call Service Contracts. The term of the contract may be extended by mutual consent for an additional year. During this extended period, labor rates.may be increased to reflect increased labor costs and overhead at each one-year contract anniversary, provided the City is notified of the increases in advance. Rates may be increased to reflect actual cost increases up to a percentage equal to the percentage increase in the U.S. Consumer Price Index/All Urban Consumers (CPI-U) from April in the previous year to April in the year of adjustment upon request of Contractor. 4. Work Delays. Should the Consultant be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time of completion may, at the City's sole option, be extended for such periods as may be agreed upon by the City and the Consultant. In the event that there is insufficient time to grant such extensions prior to the completion date of the contract, the City may, at the time of acceptance of the work, waive liquidated damages that may have accrued for failure to complete on time, due to any of the above, after hearing evidence as to the reasons for such delay, and making a finding as to the causes of same. 5. Termination. If, during the term of the contract, the City determines that the Consultant is not faithfully abiding by any term or condition contained herein, the City may notify the Consultant in writing of such defect or failure to perform. This notice must give the Consultant a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If the Consultant has not performed the work or cured the deficiency within the ten days ,specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to the Consultant to said effect. under the contract. Authorized representatives of, the City shall have .the option of inspecting and/or auditing all records. For Federally funded projects, access to records shall also include authorized representatives of the State and Federal government. Copies shall be furnished if requested. 11. Conflict of Interest. The Consultant shall disclose any financial, business, or other relationship with the City that may have an impact upon the outcome of this contract, or any ensuing City construction project. The Consultant shall also list current clients who may have a financial interest in the outcome of this contract, or any ensuing City construction project which will follow. The Consultant staff shall provide a Conflict of Interest Statement where determined necessary by the City. The Consultant covenants that it presently has no interest, and shall not acquire any interest -- direct, indirect or otherwise —that would conflict in any manner or degree with the performance of the work hereunder. The Consultant further covenants that; in the performance of this work, no sub -consultant or person having such an interest shall be employed. The Consultant certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, the Consultant shall at all times be deemed an independent Consultant and not an agent or employee of the City. 12. Rebates, Kickbacks or Other Unlawful Consideration. The Consultant warrants that this contract was not obtained or secured through rebates, kickbacks or. other unlawful consideration, either promised or paid to any City employee. For breach or violation of the warranty, the City shall have the right in its discretion; to terminate the contract without liability; to pay only for the value of the work actually performed; to deduct from ;the contract price; or otherwise recover the full amount of such rebate, kickback or other unlawful consideration. 13. Covenant Against Contingent Fees. The Consultant warrants by execution of this contract that no person or selling agency has. been employed, or retained, to solicit or secure this contract upon an agreement or understanding, for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Consultant for the purpose of securing business. For breach or violation of this warranty, the City has the right to annul this contract without liability; pay only for the value of the work actually performed, or in its discretion, to deduct from the contract price or consideration, or otherwise recover the full amount of such commission, percentage, brokerage, or contingent fee. 14. Compliance with Laws and Wage Rates. The Consultant shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances, regulations and adopted codes during its performance of the work.. This includes compliance with prevailing wage rates and their payment in accordance with California. Labor Code. ;For purposed of this paragraph, "construction" includes work performed during the design and preconstruction phases of construction, including but not limited to, inspection and land surveying work. 16. Payment of Taxes. The contract prices shall include full compensation for all taxes that the Consultant is required to pay. 16. Permits, Licenses and Filing Fees. The Consultant shall procure all permits and licenses, pay all charges and fees, and file all notices as they pertain to the completion of the standard beyond the amounts provided therefor in the qualification proposal. In the event that, after awarding the contract, any dispute arises as a result of any actual or alleged ambiguity or defect in the specifications, or any other matter whatsoever, Consultant shall immediately notify the City in writing, and the Consultant and all sub -consultants shall continue to perform, irrespective of whether or not the ambiguity or defect is major, material, minor or trivial, and irrespective of whether or not a change order, time extension, or additional compensation has been granted by City. Failure to provide the hereinbefore described written notice within one (1) working day of Consultant's becoming aware of the facts giving rise to the dispute shall constitute a waiver of the right to assert the causative role of the defect or ambiguity in the plans or specifications concerning the dispute. 23. Indemnification for Professional Liability. To the fullest extent permitted by law, the Consultant shall indemnify, protect, defend and hold harmless the City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages; costs and expenses, including attorney's fees and cost which arise out of, pertain to, or.re/ate to the negligence, recklessness, or willful misconduct of the Consultant. 24. Non -Exclusive Contract. The City reserves the right to contract for the services listed in this RFQ from other consultants during the contract term. 26. Standards. Documents shall conform to City Standards and City furnished templates shall be used. 26. Consultant Endorsement. Technical reports, plans and specifications shall be stamped and signed by the Consultant where required. 27. Required Deliverable Products and Revisions. The Consultant will be required to provide documents addressing all elements of the work scope. Plans shall be prepared using City's standardized title blocks and coversheets. Draft plans may be submitted for review using either the full D (24 x 36) format or a reduced 11 x 17 format. Consultant shall ensure that drawings and notes are clearly legible if using the reduced format. Specifications and bid documents shall conform to standard City formats unless authorized. The City's current Standard Specifications and Engineering Standards must be incorporated where applicable. City staff will review any documents or materials provided by the Consultant and, where necessary, the Consultant will respond to staff comments and make such changes as deemed appropriate. Submittals shall include the previous marked up submittal (returned to the Consultant) to assist in the second review. Changes shall be made as requested or a notation made as to why the change is not appropriate. 2 copies of the draft preliminary reports, technical studies and 50% plans and estimate 1 copy of the final preliminary reports, technical studies plus markups 2 copies of the 90% plans, specifications and estimate plus 50% markups 1 copy of the 100% plans, specifications and estimate plus 90% markups 1 copy of the final plans, specifications and estimates plus 100% markups 1 copy of the final record drawings after construction Draft reports and plan submittals shall be submitted as paper copies or electronic files as determined by the City's Project Manager. 32. Requests for Review. The Consultant shall respond to all requests for submittal review or contractor RFI's within two weeks of receipt of the information from the City. 33. Project Proposal Submittal. Upon completion of the project scoping meeting, the Consultant shall submit a proposed work scope, compensation and schedule within 10 working days. The cost proposal shall include all costs including miscellaneous direct cost items. 34. Consultant Invoices, The Consultant shall deliver a monthly invoice to the City, itemized by project work phase or, in the case of on -call contracts, by project title. Invoice must include a breakdown of hours billed and miscellaneous charges and any sub -consultant invoices, similarly broken down, as supporting detail. 35. Payment. For; providing services as specified in this Agreement, City will pay and Consultant shall receive therefore compensation in a total sum not to exceed the individual agreed upon project fee. Should the Consultant's designs, drawings or specifications contain errors or deficiencies, the Consultant shall be required to correct them at no increase in cost to the City. For on -call services, the City will pay and the Consultant shall receive compensation as agreed to on a project by project basis. The Consultant shall be reimbursed for hours worked at the hourly rates attached to this agreement. Hourly rates include direct salary costs, employee benefits, overhead and fee. In addition, the Consultant shall be reimbursed for direct costs other than salary and vehicle cost that have been identified and are attached to this agreement. The Consultant's personnel shall be reimbursed for per diem expenses at a rate not to exceed that currently authorized for State employees under State Department of Personnel Administration rules. 36. Payment Terms. The City's payment terms are 30 days from the receipt and approval by the City of an original invoice and acceptance by the City of the materials, supplies, equipment or services provided by the Consultant (Net 30). 37. Resolution of Disputes. Any dispute, other than audit, concerning a question of fact arising under this contract that is not disposed of by agreement shall be decided by a committee consisting of the City's Project Manager and the City Director of Public Works, who may consider written or verbal information submitted by the Consultant. Not later than thirty days after completion .of all deliverables necessary to complete the plans, specifications and estimate, the Consultant may request review by the City. Council of unresolved claims or disputes, other than audit, in accordance with Chapter 1.20 Appeals Procedure of the Municipal Code. Any dispute concerning a question of fact arising under an audit of this contract that is not disposed of by agreement, shall be reviewed by the City's Chief Fiscal Officer. Not later than 30 days after issuance of the final audit report, the Consultant may request a review by the City's Chief Fiscal Officer of unresolved audit issues. The request for review must be submitted in writing. Neither the pendency of a dispute, nor its consideration by the City will excuse the consultant from full and timely performance in accordance with the terms of this contract. 38. Disadvantaged Business Enterprise (DBE) Use for Federally Funded Projects. This agreement is subject to Title 49, Part 26 Code of Federal Regulations entitled "Participation incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding or representation be binding upon the parties hereto. For and in consideration of the payments and agreements hereinbefore mentioned to be made and performed by City, Consultant agrees with City to do everything required by this Agreement, the said specification and incorporated documents. Authority to Execute Agreement. Both City and Consultant do covenant that each individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. CITY OF SAN LUIS OBISPO: Katie fichtig, City Manager APPROVED AS TO FORM: Dietrick, City Attorney CONSULTANT: Larry alker Associates By: Name ofVAOlPresident: Chris Minton Its: CAO/President Vice -President