HomeMy WebLinkAboutAECOM Technical Services Inc. 2.28.13GOPY City of San Luis Obíspo
Airport Area llastewater Master plan Update
AGREEMENT
and îîff ,""'yr:ii,îJfi:î"?l;Hi:,mffiand , hc., as Consultant.
WITNESSETII
WHEREAS, on ôctob er l, 2012 City requested proposals for the Airport Area WastewaterMaster Plan Update project.
WHEREAS, pursuant to said request, Consultant submitted a proposal that was accepted by Cityfor said services.
Now TI{EREFoRE, in consideration of their mutual promises, obligations and covenantshereinafter contained, the parties hereto agree as follows:
l' Term' The term of this Agreement shall be from the date this Agreement is made and entered, as firstwritten above, until acceptance or completion of said services.
2' Start and Completion of Work. Work on this project shall begin within five calendar days aftercontract execution. Individual projects shall be completed in áccordance with approved projectschedules.
3' Work Delays' Should the Consultant be obstructed or delayed in the work required to be donehereunder 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 inabilþ to obtain materials, equipment, or labor due tofederal govemment restrictions arising out of defensé or war programs, then the time of completionmay, at the City's sole option, be extended for such periods ur rnuy b" agreed upon by the City ånd theConsultant.
4' Termination. If, during the term of the contract, the City determines that the Consultant is notfaithfully abiding by any term or condition contained herein, or the Consultant,s work is determinedto be deficient, the clty may noti$r the consultant in writing of such defect or failure to perform. Thisnotice will give the Consultant a ten calendar day notice oT ti." thereafter in which to perform saidwork or cure the deficiency.
If the consultant has not performed the work or cured the deficiency within the ten days specified inthe notice, such shall constitute a breach of the contract and the'city rnuy terminate the contract
said effect. Thereafter, neither party shall have ahy
ts under the contract except, however, any and all
main in full force and effect, and shall not be
the termination thereof.
In said event, the consultant shall be entitled to the reasonable value of its services performed fromthe beginning date in which the breach occurs up to the day it received the City,s Notice of
representing the City's damages from such breach.
goods or selices as of the last milestone or task
as may be set forth in the Agreement payment
consuttant shau be based solery on the ciry,s assesrff#'"?"ri:'":rî3#:Í.ï"ü:tî'-i'.:*lJrrt|;
completing the overall work scope.
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The City reserves the right to delay any su andonment ofthe project, as may be determined in the and completeaccounting ofcosts. In no event, however, excess ofthecompensation quoted in its proposal.
If; at any time during the term of the contract, the City determines that the proposed work is notfeasible due to funding shortages or unforeseen circumstãnces, the City reserves thé right to terminate
the contract. Consultant will be paid compensation due and payable to the date of termination.
5' Ability to Perform' The Consultant warrants that it possesses, or has arranged through subcontracts,all capital an ls, andìicenses necessary to carry out and complete tháwork hereufl ¿ll applicable federal, state, coínty, city, and specialdistrict laws,
6. Sub-contract Provisions. No portion of the work pertinent to this contract shall be subcontracted
without written authorization by the City.
7' Contract Assignment. The Consultant shall not assign, transfer, convey or otherwise dispose of the
contract, or its right, title or interest, or its power to execute such a ðontract to any inàividual or
business entity of any kind without the previous written consent of the Cify.
8. rnspection. The Consultant shall furnish t,, for City to ascertain
that the services of the Consultant are the requirements and
intentions of this contract. All work don shall be subject to theCity's inspection and approval. The inspection of such work shall not relieve Consultant of any of its
obligations to fulfill its contract requirements.
9. Record Retention and Audit, For the purpose of determining compliance with various laws and
regulations as well as performance of the contract, the Consultant and sub-consultants shall maintain
all books, documents, papers, accounting records and other evidence pertaining to the performance ofthe contract, including but not limited to the cost of administering ìhe contäct. Materials shall be
made available at their respective offices at all reasonable times during the contract period and for
three years from the date of final payment under the contract. Authorizãd representatives of the City
shall have the option of inspectingand/or auditing all records. For Federally funded projects, u"""r.
to records shall also include authorized representatives of the State and Feáeral government. Copies
shall be furnished ifrequested.
10. Conflict of fnterest. 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 whiðh will follow.
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 orwill 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, thà ónsultant shall at all
times be deemed an independent Consultant and not an agent or employee of the City.
11. 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
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promised or paid to 1nY city employee. For breach or violation of the waranty, the city shall havethe right in its discretion; to terminate the contract without liability; t" p"v "rii for the value of thework actually performed; to deduct from the contract price; or otherwise recover the full amount ofsuch rebate, kickback or other unlawful consideration.
12' Covenant Against Contingent Fees. The Consultant warrants by execution of this contract that noperson or selling agency has been employed, or retained, to solicit or secure this contract upon unagreement or understanding, for a commission
bona fide employees or bona fide establishe
Consultant for the purpose ofsecuring business.
the right to annul this contract wiihout liabi
performed, or in its discretion, to deduct fro
recover the full amount of such commission, percentage, brokerage, or contingent fee.
e Consultant shall keep itself fully informed of and
e and federal laws and county and City of San Luis
es during its performance of the work. This includes
For purposed or this paragraph,,,construcri'''lilffä:i'f;ï'!]ffi;:i ffi'ftîi:Tj,];"tîiîpreconstruction phases of construction, including but not limited to, inspection and land suñeyingwork.
14' Payment of Taxes.. The contract prices shall include full compensation for all taxes that theConsultant is required to pay.
15' Permits, Licenses and Filing Fees. The Consultant shall procure all permits and licenses, pay allcharges and fees, and file all notices as they pertain to the completion of the Consultant,s work. TheCity will pay all application fees for permiL required for thé completion of the project includingbuilding and regulatory permit application fees. ionsultant will p.ouid" a l0 day notice for the Cityto issue a check.
16' Safety Provisions' The Consultant shall conform to the rules and regulations pertaining to safefyestablished by oSHA and the california Division of lndustrial Safety,
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l7' Public and Employee Safety. Whenever the Consultant's operations create a condition hazardous to
nse and without cost to the City, furnish, erect and
des, lights, signs and other devices and take such
ent accidents or damage or injury to the public and
18. Preservaapproved ;,fü:rut#l,lËl#'oili?$",,'l;i:xtdamaged t shall be replacãd o, ,"rio."d at the Consultant,sexpense' ed to a condition as good as when the Consultant
began work.
19' rmmÍgration Act of 1986. The Consultant warrants on behalf of itself and all sub-consultants
engaged for the performance of this work that only persons authorized to work in the United Statespursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall beemployed in the performance of the work hereunder.
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20' Consultant Non-Discrimination. In the award of subcontracts or in performance of this work, the
Consultant agrees that it will not engage in, nor permit such sub-conìultants as it may employ, to
engage in discrimination in employment o lpersonson any basis prohibited by State or Féderal law.
21. Accuracy of Specifications. The specifications for this project are believed by the City to be accurate
' and to contain no a on or any conıealment of fact. tn pr"pu.íog its proposal,
' the consultant and in its prôposal shall bear sole ."rpbnriuitit! for proposal
,' preparation errors statements or omissions in the spìcifications that could
' easily have been ascertained by examining either the project site or accurate test data in the City,s
possession' Although the effect of ambiguities or defects in the specifications will be as determined. by law, any patent ambiguity or defect shall give rise to a duty of Consultant to inquire prior to, proposal submittal. Failure to so inquire shall cause any such ambiguity or defect to ïe construed
: a.gainst the Consultant. An ambiguity or defect shall be considered paìent if it is of such a nature that'' the Consultant, assuming reasonable skill, ability and diligence ón its part, knew or should have,¡ known of the existence of the ambiguity or defect. Furtheimore, failure of the Consultant or sub-
consultants to notifu City in writing of specification defects or ambiguities prior to proposal submittal
shall waive any right to assert said defects or ambiguities subsequenito submittU of tnË proposal.
To the, extent that these specifications constitute performance specifications, the City shall not be
liable for costs incurred by the successful Consultant to achieve the project's objective or standard
beyond the amounts provided therefor in the proposal.
ln the event that, after awarding th9 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 notifli the City in writing, and the Consultant and all sub-consultants shall continue toperform, 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, oi additional compensation has
been granted by City. Failure to provide the hereinbefore described written notice within five (5)
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
conceming the dispute.
22. Indemnification for Professional Liability. To thefullest extent permitted by law, Consuhant sh,ll
ìndemnify, protect' defend and hold harmless City and any ani all of its offictals, employees and
agenls ("IndemniJÍed Pørlies") from and against any and all losses, tiabìtiiies, damagis, íos:.x. and
expenses' including øttorney's fees and costs which arise oul of, pertain to, or reløte to the
negligence, recklessness, or willful misconduct of rhe consultant.
23. Consultant Endorsement. Technical reports, plans and specifications shall be stamped and signed
by the Consultant where required.
24. Required Deliverable Products and Revisions. The Consultant will be required to provide
documents addressing all elements of the work scope. City staff will review ány documents or
materials provided by the Consultant and, where necessary, the Consultant will iespond to staff
comments and make such changes as deemed appropriate. Final report submittal shail include the
previous marked up submittal (returned to the Consultant) to assist inthe final review. Changes shall
be made as requested or a notation made as to why the change is not appropriate.
Draft reports and plan submittals shall be submitted as paper copies.
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City of San Luis Obispo
Airport Area llastewater Master Plan Update
Final document as camera-ready original, unbound, each page printed on only oneside, including cs in place und r.uËd to size, ready for re"production AND oneelectronic copy Acroiat for at including att oiiginaí stamps and signatures
Efectronic files shall be submitted on CD and all files must be compatible with the Mi*osoftoperating system. Each CD must be clearly labeled and have a printed copy of the directory. FilËsmay be emailed to the City in lieu of putting them on CD.
25' Ownership of Materials' Upon completion of all work under this contract, ownership and title to allreports and estimates_produced as part of this contract will automatically be vested initre City and nofurther agreement will be necessary to transfer ownership to the City. The Consultant shall furnish theCity all necessary copies of data needed to complete the ieview and approval process.
It is understood and agreed that all calculations, drawings and specifications, whether in hard copy ormachine readable form, are intended for one-ti re use in the construction of ihe project for whichihiscontract has been entered into.
The Consultant is not liable for claims, liabilities, or losses arising out of, or connected with themodification, or misuse by the City of the machine-readable infoniation and data provided by theConsultant under this agreement. Further, the Consultant is not liable for claims, liabilities, or lãssesarising out of, or connected with any use by City of the project documentation on other projects,
except such use as may be authorizedin writing uy ttre consultant.
26' Release of Reports and fnformation. Any reports, information, data, or other material given to,prepared by or assembled by the Consultant as part of the work or services under these specärcationsshall be the property of City and shall not be mãde available to any individual or organiiation by theConsultant without the prior written approval of the City.
The Consultant shall not issue any news release or public relations item of any nature, whatsoever,regarding work performed or to be performed under ihis contract without prior ieview of the contentsthereof by the city and receipt of the city's written permission.
27' Copies of Reports and Information. If the City requests additional copies of reports, drawings,specifications' or any other material in addition to what the Consultant is reiuired to furnish in limitedquantities as part of the work or services under these specifications, the Consultant shall provide suchadditional copies as are requested, and City shall compensate the Consultant for the costs ofduplicating of such copies at the Consultant's direct ,*p"nré.
28' Attendance at Meetings and Hearings, Consultant shall attend as many "working,' meetings withstaff as necessary to accomplish the work scope tasks, Consultant shall attend *oik.hop, ùtn tn.public, and City commission, committee or Council meetings as identified in the individual project
scoping.
29' Permit and Filing Fees. Unless noted here, the Consultant shall procure all permits, and licenses, payall charges and fees and file all notices necessary as they pertain io the compietion of the Consultant,swork' The City will pay all application fees for p".tnitr required for the completion of the projectwork. The City requires a l0-day notice to issue òheck.
30' consultant rnvoice eliver a monthly invoice to the city, itemizedby projecttitle' Invoice must hours billed and miscellaneous óhu.g.. and ány sub-
consultant invoices, s supporting detail.
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31' Payment' For providing as specified in this Agreement, city will pay andconsultant shall receive th n in â total sum not to exceed $15.63g. should theconsultant's report contain s, the consultant shall be required to correct them atno increase in cost to the City' Progress payments shall be made on a montÀly basis as invoiced bjthe Consultant for expenses incurred.
For on-call services, the city will pay and the Consultant shall receive compensation as agreed to on aproject 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, theConsultant shall be reimbursed for direct costs other than salary and vehicle cost that have beenidentified and are attached to this agreement. The Consultant's personnel shall be reimbursed for perdiem expenses at a rate not to exceed that currently authorizèd for State employees under SiateDepartment of Personnel Administration rules.
32' Payment Terms, The City's payment terms are 30 days from the receipt of an original invoice andacceptance by the City of the materials, supplies, equipment or services provided ty the Consultant(Net 30)' The Consultant shall pay all sub-òònsultants within l0 calendar days from receipt of eachpayment made to the Consultant by the City.
33. . Any dispute, other than audit, under
disposed of by agreement shall of the
and the City Director of public verbal
deriverabres necessary,"'Júi:.,::il:"Jliïl ,i:#::il:äJ:"H,"131ìrJåffi",äil"J;;,:i3,i
review by the City Council of unresolved claims or disputes, other than audit, in accordance withChapter 1.20 Appeals Procedure of the Municipal Code.
ng a question of fact arising under an audit of this contract that is not disposedll be reviewed by the City's Chief Fiscal Officer. Not later than 30 days after
ofncer of unresorver ;TÍ,T ,:",":i';i: .ïi:Tl?iJ.iî:Jîïïi:,ffîJ.1,''T,,r",ïl ' chiei Fiscar
Neither the pendency of a dispute, nor its consideration by the City will excuse the consultant fromfull and timely performance in accordance with the terms oîthis contract.
34. Agreement Parties.
AECOM Technical
Services, lnc.
I194 Pacific St, Suite 204
San Luis Obispo, CA9340l
All written notices to the parties hereto shall be sent by United States mail, postage prepaid byregistered or certified mail addressed as shown above.
35. Incorporation by Reference. Consultant's Scope of Work, dated Octob er 5, 2012, is herebyincorporated in and made a part of this Agreement.
36' Amendments. Any amendment, modification or variation from the terms of this Agreement shall bein writing and shall be effective only upon approval by the city Engineer.
City:Carrie Mattingly, Director
City of San Luis Obispo, Utilities Dept.
879 Morro Street
San Luis Obispo, CA9340l
Consultant:
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37' Working out of Scope' If, at any time during the project, the consultant is directed to do work bypersons other than. the City Project Manager an¿ ttté C-onsultant believes that the work is outside ofthe scope of the original contract, the conzultant shall inform the project If the
at the work is outside nd is
roject, then a fee will b work
m price agreed upon between the City and the
without prior wriffen approval from the City
ense.
38. Complete Agreement. This wr ing all writing ated hereinby reference, shall constitute th between the p agreement,understanding or representation and specificál shall be ofany force or effect, nor shall any such oral agreement, unàerstanding or representation be bindingupon the parties hereto' For and in consideration of the payments and agreements hereinbeforementioned to be made and performed by City, Consultant ugi"år with City tJdo everything requiredby this Agreement, the said specification and in"o.porated'documents. Fãilure by the Consultant tocarry out the requirements of this Agreement is a material breach of this ug.""-"nt which may resultin the termination of this Agreement or such other remedy as the City deems appÀpriate.
Authority to Execute Agreement. Both City and Consultant do covenant that each individual executingthis agreement on behalf of each party is a person duly authori zed and empowered to execute Agreementsfor such party.
IN WITNESS WHEREOF- the parties hereto have caused this instrument to be executed the day and yearfirst above written.
CITY OF SAN LUIS OBISPO
City Manager
APPROVED AS
Dietrick, City Attorney
CONSULTANT:
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INSURANCE REQUIREMENTS
The contractor shall procure and maintain for the duration of the contract insurance against claims forinjuries to persons or damages to property which may arise from or ir ;;r;;";ì;;îirr,,n" performance ofthe work hereunder by the contraðtoi, its agents, repiesentatives, employees, or subcontractors.
Min_imum scope of rnsurance. coverage shail be at reast as broad as:l ' Insurance Services office CommerJial G1n_er1l Liability coverage (occurrence form cG 0001).2' Insurance Services office form number cA 0001 (Ed. l/87) covering Automobile Liability, code I(any auto),
3 ' Workers' Compensation insurance as required by the State of california and Employer,s LiabilityInsurance.
4' Errors and omissions Liability insurance as appropriate to the consultant,s profession.
Minimum LimÍts of Insurance. Contractor shall maintain limits no less than:I ' General Liability: $1,000,000 per occuffence for bodily injury, personal injury and property damage.If commercial General Liabiiity or other form with a general aggregate limit is used, either thegeneral aggregate limit shall apply separately to this proþcllocatiáî i trr" g"o"ral aggregate limitshall be twice the required o""urr"n"e iimit.
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;. injury and property damage.4 Ttiî#åffi*
Deductibles and self-rnsured Retentions. Any deductibles or selÊinsured retentions must be declared to
1n{ approved by the city. At the option of túe city, either: the insurer shall reduce or eliminate suchdeductibles or self-insured retentions as respects the city, its officers, officials, employees and volunteers;or the contractor shall procure a bond guaìanteeing páyment of losses and related investigations, claimadministration and defense expenses.
other rnsurance Provisions' The general liability and automobile liability policies are to contain, or beendorsed to contain, the following piovisions: -
I ' The City, its officers, officials, employees and authorized agents are to be covered as insureds asrespects: liability arising out of activities performed by or on behalf of the Contractor; products andcompleted operations of the contractor; premises owned, occupied or used by the contractor; orautomobiles owned, leased, hired or borrowed by the contracicr. Th";;;;ge shall contain nospecial limitations on the scope of protection afforãed to the city, its offrcers, ofrrcial, employees orauthorized agents.2' For any claims related to this roject, the contractor's insurance coverage shall be primary insuranceas respects the City, its officers, officials, employees and authorized alents. Any insurance or self-insurance maintained by the city, its offrceri, åffi"iulr, employees or authorized agents shall beexcess of the conhactor's insurance and shall not contribute with it
3 ' The Contractor's insurance shall apply separately to each insured against whom claim is made or suit. I b1olght, except with respect to the iimiir ortn" inrur".', iiubility.-4' Each insurance policy required by this clause shall be endorsed to state that coverage shall not besuspended, voided, canceled by either party, reduced in coverage except after prior written notice bymail, has been given to the City.
AcceptabilÍty of rnsurers. Insurance is to be placed with insurers with a current A.M. Best,s rating of noless than A:VIL
Verification of coverage. contractor shall furnish the city with a certificate of insurance showingmaintenance of the required insurance coverage. original "ndorr"-"nts effecting general liability andautomobile liability coverage required by this duur" riust also be provided. the åcl"orsements are to besigned by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to bereceived and approved by the City before work commences.
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