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HomeMy WebLinkAboutAGMT - W G Zimmerman Engineering (405 MIS) PROFESSIONAL SERVICES AGREEMENT AMENDMENT NO. 2 Between �O O P4 . Ofl , ' icy'4 ;* ,.*S %o? irCO ��C F9 19�ya City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 W.G. Zimmerman Engineering, Inc. 5772 Bolsa Avenue, Suite 200 Huntington Beach, CA 92647 714 799-1700 Phone 714 799-1701 Fax This Amendment No. 2 dated February 11, 2013, amends that certain agreement ("Agreement") between the City of Seal Beach, a California charter city ("City") and W.G. Zimmerman Engineering, Inc. ("Consultant") dated February 27, 2012. RECITALS WHEREAS, City and Consultant entered into the Agreement on February 13, 2012 under which Consultant has provided professional services in connection with the 1-405 Widening Environmental Impact Report/Environmental Impact Study ("Project); WHEREAS, City and Consultant amended the Agreement on July 23, 2012; and WHEREAS, the parties wish to further amend the Agreement to increase Consultant's compensation by $20,000 to compensate Consultant for additional services required in connection with the Project. NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 1.0 (Scope of Services) of the Agreement is hereby amended to read as follows: "1.0 Scope of Services 1.1. Consultant shall provide services ("Services") to support the City in connection with the Project in accordance with the proposal dated January 26, 2012, attached hereto as Exhibit A. 1.2. Consultant shall provide those additional services ("Additional Services") set forth in the attached Exhibit C. 1.3. Consultant shall provide those additional services ("Additional Services") set forth in the attached Exhibit E. 1.4. Consultant shall perform all services under this Agreement, as amended, in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to the City. 1.5. In performing this Agreement, as amended, Consultant must comply with all applicable provisions of federal, state, and local law. 1.6. Consultant will not be compensated for any extra work performed not specified in Exhibits A, C and E unless the City authorizes such extra work in advance and in writing. The City Manager may authorize payment for such extra work up to a cumulative maximum of $10,000. Payment for additional work in excess of $10,000 requires prior City Council authorization." Section 2. Section 2.0 (Term) of the Agreement is hereby amended to read as follows: "2.0 Term 2.1 This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 3 years unless previously terminated as provided by this Agreement." Section 3. Section 3.0 (Compensation) of the Agreement is hereby amended to read as follows: "3.0 Consultant's Compensation 3.1 City will pay Consultant in accordance with the fee schedules set forth in Exhibits A (for Services), C (for Additional Services) and E (for Additional Services). In no event will the City pay more than: • $20,000 for the Services identified in Exhibit A • $10,000 for the Additional Services identified in Exhibit C • $20,000 for the Additional Services identified in Exhibit E. 3.2 Any extra work authorized by the City pursuant to Section 1.6 will be compensated in accordance with the rate schedule set forth in Exhibit A." Section 4. All other terms and provisions of the Agreement, as previously amended, shall have full force and effect. Section 5. The Council hereby authorizes the City Manager to execute on behalf of the City the Amendment dated February 11, 2013. Section 6. The Council hereby directs the City Clerk to attach Amendments No. 2 (Exhibit D) and Exhibit E to the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH CONSULTANT tit el viii 7 ' Ingram, City Mager -Car President or Vice President ATTEST: �Q t �\)/frrlI 1 4..4 �y Linda Devine, City Clerk we- Vice President or Secretary APPROVED AS FORM: uinn M. Barrow, City Attorney • • AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT between F SEA[ eart �-/VP°Rar8`c0 p %o :Q% '1c" °t-.Q i 'tee195 � yF 27 \ e City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 W.G. Zimmerman Engineering, Inc. 5772 Bolsa Avenue, Suite 200 Huntington Beach, CA 92647 714 799-1700 Phone 714 799-1701 Fax THIS AMENDMENT is made as of July 23,2012, by and between the City of Seal Beach, a California charter city ("City"), and W. G. Zimmerman Engineering, Inc. ("Consultant"). 1 of 3 • • RECITALS A. WHEREAS, on February 27, 2012, the City Council approved a professional services agreement ("Agreement") with Consultant for engineering services; and B. WHEREAS, the parties would like to amend the Agreement to increase Consultant's compensation by $10,000. AGREEMENT NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1. Section 3 (Consultant's Compensation) of the February 27, 2012 Agreement is hereby amended to add $10,000 to Consultant's compensation to read as follows: "3.0 Consultant's Compensation. City will pay Consultant in accordance with the hourly rates shown on the fee schedule included in Exhibit A but in no event will the City pay more than $30,000. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule." 2. Except as amended herein, the terms and provisions of the Agreement shall remain in full force and effect. 3. The City Clerk is hereby directed to attach to the Agreement this Amendment as Exhibit B thereto and the attached proposal dated June 25, 2012 as Exhibit C thereto after this Amendment has been fully executed by the parties. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Amendment as of the date first written above. 2 of 3 CITY OF SEAL BEACH CONSULTANT: By: '1. R. By: W C/� �'. Ingram, Cit pager VI if 6-7 maD Name: Attest: //�� Title: `1'fe6tde BY: ��,i.. ... L✓� �i.a Devine, City Clerk / ' Name:W Approved as to Form: Title: G L By: I •uinn M. Barrow, City Attorney 3 of 3 • • PROFESSIONAL SERVICES AGREEMENT Between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 & W.G. Zimmerman Engineering, Inc. 5772 Bolsa Avenue, Suite 200 Huntington Beach, CA 92647 714 799 -1700 Phone 714 799 -1701 Fax This Professional Service Agreement ( "the Agreement ") is made as of February 27, 2012 (the "Effective Date "), by and between W.G. Zimmerman Engineering, Inc. ( "Consultant "), a Consulting Engineering Company, and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). S7296- 0001 \1236808v1.doc • • RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Contractor shall provide services to support the City of Seal Beach with response to 1 -405 Widening Environmental Impact Report/Environmental Impact Study in accordance with the proposal dated January 26, 2012 attached hereto as Exhibit A. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the scope of services in exhibit A unless the City authorizes such work in advance and in writing. The City Manager may authorize payment for additional work up to a cumulative maximum of $10,000. Payment for additional work in excess of $10,000 requires prior City Council authorization. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 1 year unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule included in Exhibit A but in no event will the City pay more than $20,000. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule. 2 of 9 S7296 -0001 \1236808v1.doc • • 4.0 Method of Payment 4.1 Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2 Upon 24 -hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Bill Zimmerman is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: 3 of 9 S7296- 0001 \1236808v1.doc • To City: To Consultant: • City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager W.G. Zimmerman Engineering, Inc. 5772 Bolsa Avenue, Suite 200 Huntington Beach, CA 92649 Attn: Bill Zimmerman 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all time be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. 4 of 9 S7296- 0001 \1236808v1.doc • • 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim /aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain 5 of 9 S7296- 0001 \1236808v1.doc • • of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self- insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees ") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, Toss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, 6 of 9 S7296-0001 S7296-0001\1 2 36808 v 1. d oc • • officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non- discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, 7 of 9 S7296 -0001 \1236808v1.doc • • privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code § §1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 21.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 8 of 9 S7296- 0001 \1236808v1.doc • • 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH By: Attest: By: R. Ingram, Cit nager ,k, , IN Linda Devine `City Clerk Approved as to Form: By: .^ uinn Barrow, City Attorney S7296- 0001 \1236808v1.doc CONSULTANT By: Name: Its: re51A. end By: Name: Its: 9 of 9 • • January 17, 2012 Sean Crumby, P.E. Assistant City Manager /Director of Public Works City of Seal Beach 211 81h Street Seal Beach, CA 90740 Re: Letter Proposal 405 MIS Environmental Review Support Services Dear Mr. Crumby: W.G. Zimmerman Engineering Inc., is respectfully submitting this Letter Proposal to assist the City of Seal Beach with the 1 -405 Environmental Review related to the impacts to the City of Seal Beach. As a Firm, we are uniquely qualified to perform this service. Our staff members have extensive experience in working with the City of Seal Beach, performing development review, environmental document reviews and project design. We are very familiar with the 405 HOV project (West County Connectors), and have developed alternative concepts for the City of Seal Beach and the Rossmoor Community to reduce the need for property acquisition in each community. Previously, we had developed an alternative alignment of SR -22/I -405 from Valley View to the I- 605/SR -22/I -405 Interchange to reduce property impacts to College Park East and the Rossmoor Community. Additionally, this alignment reduced project construction cost, and met current Caltrans Highway Design Standards. The alternative alignment approval process included coordination with the OCTA's Board of Supervisors, OCTA Staff, and Caltrans. The Final Concept alignment was accepted by Caltrans as the preferred alternative. Our experience in working with the City of Seal Beach has been very expensive from Project Management, Project Design, and Funding obligation (State and Federal). These projects include: • Marina Drive Bridge • Marina Drive Bikeway, Pacific Coast Highway to First Street • Seal Beach Boulevard Bikeway, Pacific Coast Highway to Electric Avenue • 4th Street and Central Avenue Traffic Circle • Seal Beach Boulevard Storm Drain System • City -wide Traffic Signal Upgrade • City -wide Traffic Signal Communication System • Seal Beach Boulevard Median, Westminster to 1 -405 • Second Street Water line Upgrade • Pacific Coast Highway and Balboa Intersection Widening • Seal Beach Boulevard Pavement Rehabilitation • Developer Coordination for Bixby — Target Center, Golf Course, and Ayers Hotel and Retail Center • Developer Coordination for Rossmoor Center Redevelopment • Developer Coordination for Boeing W.G. Zimmerman Engineering, Inc. 5772 Bolsa Avenue, Suite 200 Huntington Beach, CA 92649 (714) 799 -1700 / (714) 799 -1701 Fax . • As the Project Manager, I am licensed as a Civil and Traffic Engineer by the State of California. My experience includes; SR -73 Tollroad design and review, SR -241 Tollroad design and review, SR -91 Tollroad project manager, SR -91 and SR -57 HOV design, 1 -405 HOV design in LA County, SR/I -110 HOV design in downtown LA, 1 -405 and Cherry Avenue Interchange Concept plans, 1 -405 and Orange Avenue Interchange Concept plan, 1 -70 and 1 -15 Interchange design, 1- 70 and Hidden Valley Interchange design, C -470 design and construction support, and SH 285 design. Our scope of services includes, but not limited to: • Attend Public Workshops /City Council Meetings. • Prepare Presentation Materials (map and PowerPoint presentation). • Attend and represent City at OCTA project meetings. • Review and comment on the 405 MIS Environmental Document. • Prepare alternative alignment solutions that would eliminate CalTrans and OCTA's planned intrusion into College Park East. Our Fee will be based upon a time and materials basis, not -to- exceed $20,000 including ODC's. Our Billing Rate Schedule is attached. We look forward to working with the City on this important project. If you have any questions, please do not hesitate to contact me at 714.799.1700 ext. 11. Respectfully submitted, W.G. Zimmerman Engineering, Inc., Bill Zim Derma . P.E., T.E., PTOE President W.G. Zimmerman Engineering, Inc. 5772 Boise Avenue, Suite 200 Huntington Beach, CA 92649 (714) 799 -1700 / (714) 799 -1701 Fax