HomeMy WebLinkAboutAGMT - Enviromental Resolutions Inc. (Environmental Assessment Svcs-Lampson Sewer) PROFESSIONAL SERVICES AGREEMENT
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City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
Environmental Resolutions, Inc.
25371 Commercentre Drive, Suite 250, Lake Forest, California 92630
949 - 457 -8950
This Professional Service Agreement ( "the Agreement ") is made as of 30th day of March, 2009
(the "Effective Date "), by and between Environmental Resolutions, Inc. ( "Consultant "), a
California Corporation, and the City of Seal Beach ( "City "), a California charter city,
(collectively, "the Parties ").
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. Consultant must provide those services ( "Services ") set forth in the attached
Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict
between Exhibit A and this Agreement, this Agreement must control.
1.2. Consultant must 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 Authority.
1.3. In performing this Agreement, Consultant must 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 unless the City authorizes such work in advance and in writing. The City
Manager may authorize payment for such 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 years unless previously terminated as provided by this Agreement.
3.0 Consultant's Compensation . City will pay Consultant in accordance with the fee
schedule set forth in Exhibit _for Services but in no event will the City pay more than
$16,503.90. Any additional work authorized by the City pursuant to Section 1.4 will be
compensated in accordance with the rate schedule set forth in Exhibit A.
4.0 Method of Payment.
4.1. Consultant must submit to City monthly invoices for all services rendered
pursuant to his Agreement. Such invoices must be submitted within 15 days of the end of the
month during which the services were rendered and must 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
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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 hours notice from City, Consultant must 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 thirty
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. Robert L. Kroeger is the Consultant's sole 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 U.S. Mail, first class
postage prepaid and addressed to the party at the following addresses:
To City: City of Seal Beach
911 Seal Beach Boulevard
Seal Beach, California 90740
Attn: City Manager
To Consultant: Environmental Resolutions, Inc.
25371 Commercentre Dr., Suite 250
Lake Forest, CA 92630
Attn: Robert L. Kroeger
7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred,
regardless of the method of service.
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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 times 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 and employees, servants, designated volunteers, and agents serving as independent
contractors in the role of city or agency officials, from any and all liability, damages, claims,
costs and expenses of any nature to the extent arising from Consultant's alleged violations of
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 8.
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.
10.0 Assignment. Consultant must 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 must 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 must 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 must be signed by a person authorized by that
insurer to bind coverage on its behalf, and must be on forms provided by the City if requested.
All certificates and endorsements must 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 must, 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 must be at least as broad as the latest version
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of the following: (1) General Liability: Insurance Services Office Commercial General Liability
coverage (occurrence form CG 0001); and (2) Automobile Liability: Insurance Services Office
Business Auto Coverage form number CA 0001, code 1 (any auto). Consultant must 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;
and (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
11.3. The insurance policies must contain the following provisions, or Consultant must
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 must be primary
insurance as respects the City, its directors, officials, officers, employees, agents and volunteers,
or if excess, must stand in an unbroken chain 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 must 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 must contain standard separation of
insureds provisions and must 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 must 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 must indemnify,
and hold the City, its officials, officers, employees, volunteers and agents (collectively
"Indemnities ") free and harmless from any and all claims, demands, causes of action, costs,
expenses, liability, loss, 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. With respect to any and all such aforesaid suits, actions, or other legal
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proceedings of every kind that may be brought or instituted against Indemnitees, Consultant must
defend Indemnitees, at Consultant's own cost, expense, and risk, and must pay and satisfy any
judgment, award, or decree that may be rendered against Indemnitees. Consultant must
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 the City, its directors, 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 must 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 be 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 Worker's 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 govemed 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, 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. Consultant maintains and warrants that it has not employed nor
retained any company or person, other than a bona fide employee working solely for Consultant,
to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it
agreed to pay any company or person, other than a bona fide employee working solely for
Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of this warranty, City has the right to rescind this Agreement without liability. For the
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term of this Agreement, no member, officer or employee of City, during the term of his or her
service with City, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
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 attorney's fees and other costs incurred in connection with such action.
22.0 Exhibits. All exhibits referenced in this Agreement are hereby incorporated into the
Agreement as if set forth in full herein. In the even 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.
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 CONSULTANT
By: V By:
David Carmany, City Manager
Name: Robert L. Krueger
Its: Vice President
Attest: / •
By: ;,�� '4 1
By: / . tAL 4
N. Alt E. O'Connell
Linda Devine, City Clerk
s: President
Approved as to Form:
i
By:
• uinn Barrow, City Attorney
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-S
V.11 III.(J'.,I.R,.4L■4,1}r
APPENDIX A - RATE SHEET
LABOR
010 PRINCIPAL 130/HR
012 EXPERT WITNESS 190/HR
014 PRINCIPAL/TRAVEL 130/HR
026 SR PROJECT MANAGER 115/HR
028 SR PROJECT MANAGER/TRAVEL 115/HR
020 PROJECT MANAGER 98/HR
024 PROJECT MANAGER/TRAVEL 98/HR
080 SR STAFF/HYDROGEOLOGIST I 88/HR
084 SR STAFF/HYDROGEOLOGIST I/TRAVEL 88/HR
030 STAFF/HYDROGEOLOGIST II 78/HR
034 STAFF/HYDROGEOLOGIST II/TRAVEL 78/HR
046 SR TECHNICIAN 65/HR
048 SR TECHNICIAN/TRAVEL 65/HR
040 TECHNICIAN 61IHR
044 TECHNICIAN/TRAVEL 61/HR
050 DRAFTER/GRAPHIC SUPPORT 61/HR
054 DRAFTER/GRAPHIC SUPPORT/TRAVEL 61/HR
060 CLERK/ADMIN SUPPORT 49/HR
064 CLERK/ADMIN SUPPORT/TRAVEL 49/HR
TRAVEL
008 AIRFARE +15%
008 HOTEL +15%
240 MEALS/ENTERTAINMENT - +15%
004 MILEAGE/PERSONAL VEHICLE IRS Rate
(Employees are reimbursed$0.585/mile effective 7/01/08) +$.05
008 PARKING +15%
006 PER DIEM(Unit Price) 140/DAY
008 TOLLS +15%
EQUIPMENT AND MATERIALS
ARC WELDER
180 CUTTING/WELDING/SOLDERING TORCH 70/DAY
182 AUGER-HAND 30/DAY
192 AUGER-TWO-MAN 70/DAY
112 AUTO LEVELER/SURVEY EQUIP 115/DAY
104 BAILER 30/DAY
106 BAILER-DISPOSABLE 10(EA
142 BRASS SLEEVE 10/EA
162 CARTRIDGE FILTER-3" 20/EA
_ 164 CARTRIDGE FILTER-8" 120/EA
156 CONCRETE MIXER 35/DAY
152 CONSUMABLES +15%
138 CORING DRILL 70/DAY
148 DRUM-55 GALLON(ER/Inventory-Unit Price) 65/EA
148 DRUM-55 GALLON(Vendor Purchases) +15%
158 EQUIPMENT RENTED FROM 3rd PARTY +15%
170 ERI3000/DPE TRAILER 2000/MO
212 FEDEX/SHIPPING/DELIVERY +15%
172 GENERATOR<4kW 70/DAY
174 GENERATOR>4kW 140/DAY
144 LOCKING CAPS-2" 35/EA
146 LOCKING CAPS-4" 60/EA
• •
A
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APPENDIX A - RATE SHEET
186 MAG GAUGES 15/DAY
154 MATERIAL/EQUIPMENT +15%
514 MEDICAL MONITORING +15%
110 METER-DISSOLVED OXYGEN 20/DAY
118 METER-PH/T/COND-HYDAC 140/DAY
198 METER-TURBIDITY I 25/DAY
114 METER-WATER LEVEL/SOLINST 25/DAY
120 OIL/WATER PROBE 40/DAY
140 PADLOCK 25/EA
924 PERFORMANCE BONDS +15%
910 PERMITS +15%
100 PID/LEL METER/OVM/GASTECHTOR 1314 140/DAY
160 PIPE THREADER 70/DAY
194 PUMP-DRAEGER/GAS ANALYZER +15%
188 PUMP-DRUM 30/DAY
108 PUMP-SUBMERSIBLE 140/DAY
PUMP-TRASH
196 PUMP-DOUBLE DIAPHRAGM 70/DAY
HEAVY DUTY VACUUM
504 RESPIRATOR 30/EA
184 ROTOHAMMER&BIT/JACK HAMMER 140/DAY
128 SAW-DEMOLITION 70/DAY
176 SAW-CUTTING EQUIPMENT 345/DAY
190 SLIDE HAMMER 25/DAY
150 SOIL COMPACTOR 140/DAY
122 STEAM CLEANER 70/DAY
900 SUBCONTRACTORS-ALL OTHERS +15%
908 SUBCONTRACTORS-LABORATORY +15%
904 SUBCONTRACTORS-WASTE DISPOSAL +15%
136 TEDLAR BAGS 30/EA
133 TOOLS +15%
516 TRAFFIC CONTROL (Incl. Equip. &ERI Set-Up Labor) 450/EVENT
516 TRAFFIC CONTROL SUBCONTRACTOR +15%
402 TRAILER-CONSTRUCTION 70/DAY
178 TRAILER-SVE OR SVE/AS 345/DAY
168 TRAILER-WATER TRANSPORT(DECON/KO/PURGE-NoCal ONLY) 130/DAY
Trailer Only
500 TYVEK SUIT/LEVEL'C'PPE 20/EA
238 UTILITIES +15%
130 VACU CHAMBER 40/DAY
400 VEHICLE-COMPANY/DAY 115/DAY
• Table 1 •
Estimated Costs for Rapid Response Environmental Assessment Services
Phase 1
Lampson Avenue Sewer Replacement
Seal Beach Boulevard and Lam pson Avenue
Seal Beach,California
Materials/tither
Description Units Quantity Rate Labor Equipment Direct Costs Subcontracts
Project Management and Client Correspondence
Managing VP Hour 3 130 390 ---
Sr Project Manager Hour 2 115 230 --
.....
Project Administrator Hour 0.5 88 44
Miscellaneous Equip.and Office Expenses(2%of Labor) LS 1 68 68
Job
Job Preparation,Health and Safety Plan,Traffic Control
Plan
Managing VP Hour 2.5 130 325
Sr.Project Manager Hour 2 115 --- 230
Sr Staff Geologist Hour 4.5 88 396
Traffic Control Coordinator Hour 2 98 196
Direct-Push Drilling,Son Sampling,and Laboratory
Analysis
Sr.Staff Gedogist Hour 9.5 88 -__- 836
Soil Sampling Equ Supplies
pment antl LS 1 150 75 75
Vehicle Mile 50 0.545 27.25
Traffic Control LS 1 700 __-- -----__— 825
.......—__—
Drilling Subcontract WDC(Night Surcharge) LS 1 3 949 3,949
..........__ 1
Soil Sample Analysis Carbon Chain by EPA Method 80156 Each 18 190 3,420
Soil Sample Analysis VOCs by EPA Method 82608 Each 18 160 ---� 2,880
Note: Sample Analysis-24 Hr TAT
Data Reduction and Report Preparation
...i g
Managing VP Hour 1 130 130
Sr Project Manager Hour 2 115 230
Licensed Geologist Hour 0.5 115 57.5
Sr Staff Geologist _- - Hour 2 88 176
AutoCAD Drafter Hour 2 61 --- 122
Admin Support Hour..__ 1 49 49
Misc.Copying and Mailing Supplies LS 1 50 75
Subtotal: $3,411.50 $75.00 $1,070.48 $10,249.00
Markup-Total Materials and Subcontracts x 15% NA NA $160.57 $1,537.35
TOTAL: $3,411.50 $75.00 $1,231.05 $11,786.35
TOTAL ESTIMATE PROJECT COST: $16,503.90
Estimated Costs for Rapid Response Environmental Assessment-Lampson Avenue Sewer Replacement-Seal Beach.ds