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HomeMy WebLinkAboutAGMT - Fine Line Systems (Alley N/O Ocean Ave/14th St to Main) • PROFESSIONAL SERVICES AGREEMENT FOR ALLEY N/O OCEAN AVE. FROM 14'" STREET TO MAIN STREET PAVEMENT REPLACEMENT PROJECT NO. WT0902 between :O SEA( t J City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Christopher C. Chan, P.E. Fine Line Systems Consulting Civil Engineers 1443 West Beverly Blvd. Montebello, CA 90640 (323)726 -3388 (tel) (323)726 -0130 (fax) This Professional Service Agreement ( "the Agreement ") is made as of November 9, 2009 (the "Effective Date "), by and between Fine Line Systems ( "Consultant "), and the City of Seal Beach ( "City "), a California charter city, (collectively, "the Parties "). • • RECITALS A. City desires certain professional services. • B. Pursuant to the authority provided by its City Charter and Government Code § 37103, if applicable, City desires to engage Consultant to provide Engineering Design Services in the manner set forth herein and more fully described in Section 1. C. Consultant represents that the principal members of Consultant firm are qualified professional engineers and are folly qualified to perform the Consultant services contemplated by this Agreement in a good and professional manner; and it desires to perform such services as provided herein. 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. Such services shall include, without limitation: 1.1.1. Providing surveying and engineering services for the project including: performing engineering services to provide plans specifications and cost estimate for Ocean Alley from 14 Street to Main Street Pavement Replacement Project No. WT0902. 1.2. Consultant shall perform all services under this Agreement on a timely, regular basis and in a manner reasonably satisfactory to the City. 1.3. In performing this Agreement, Consultant must comply with all applicable provisions of federal, state, and local law. 1.4. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all services. 1.5. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant (a) has investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. 2.0 Term. This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 60 days unless previously terminated as provided by this Agreement. 2of10 S7296-0001\1126185v2.doc 3.0 Consultant's Compensation. City will pay Consultant in accordance with the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than $16,800.00. 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. Any additional work authorized by the City pursuant to this Section will be compensated in accordance with the rate schedule set forth in Exhibit B. 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 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. Christopher Chan is the Consultant's 1cpresentative for purposes of this Agreement. It is expressly understood that the experience, knowledge, capability, and reputation of Christopher Chan were a substantial inducement for City to enter into this Agreement. Therefore, Christopher Chan shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. Consultant may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 3of10 S7296-0001 \I 126185v2.doc 4/ 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 211 8 Street Seal Beach, California 90740 Attn: City Manager To Consultant: Christopher C. Chan, P.E. , Fine Line Systems Consulting Civil Engineers 1443 West Beverly Blvd. Montebello, CA 90640 (323)726 -3388 (tel) (323)726 -0130 (fax) 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, and all personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. Consultant will determine the means, methods, and details of performing the services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the services and compliance with the customary professional standards. 8.2. 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. 8.3. 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 4of10 87296- 0001 \1126185v2.doc • • Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section 5. 9.0 Confidentiality. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement. 10.0 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. 11.0 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. 12.0 Insurance. 12.1. Liability Insurance. Consultant shall procure and maintain in full force and effect for the duration of this Agreement insurance against claims for injuries to persons or damages to property and professional negligence which may arise from or in connection with the performance of the services hereunder by Consultant, and its agents, representatives, employees and subconsultants. 12.2.. Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: 12.2.1 Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 12.2.2 Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 12.2.3 Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. 12.2.4 Professional Liability insurance. Consultant shall provide to City the standard form issued by the carrier. 12.3. Minimum Limits of Insurance. Consultant shall maintain limits no less than: 12.3.1 General Liability: $1,000,000 per occurrence and in the aggregate for bodily injury, personal injury and property damage. Commercial General Liability Insurance or other form with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. 5of10 S7296- 0001 \1126185v2.doc • • 12.3.2 Automobile Liability: $100,000 per accident for bodily injury and property damage. 12.3.3 Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers' Compensation Insurance in the amount required by law. 12.3.4 Professional Liability: $500,000 per claim/aggregate. 12.4. Deductibles and Self- Insured Retentions. Consultant shall inform City of any deductibles or self - insured retentions except with respect to professional liability insurance. 12.5. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 12.6. City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of city or agency officials, are to be covered as additional insureds as respects: liability arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no limitations on the scope of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of city or agency officials which are not also limitations applicable to the named insured. 12.7. For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of city or agency officials. Any insurance or self- insurance maintained by City, their officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of city or agency officials shall be excess of Consultant's insurance and shall not contribute with it. 12.8. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 12.9. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or materially modified except after 30 days prior written notice by first class mail has been given to City, or 10 days prior written notice by express overnight mail if cancellation is due to nonpayment of premiums. 12.10. Each insurance policy, except for the professional liability policy, required by this clause shall expressly waive the insurer's right of subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city or agency officials. 12.11. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:V1I unless waived in writing by City's Risk Manager. 6of10 57296- 0001 \1126185v2.doc 12.12. Verification of Coverage. All insurance coverages shall be confirmed by execution of endorsements on forms approved by the City. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by City before services commence. As an alternative to City forms, Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications. 13.0 Indemnification, Hold Harmless, and Duty to Defend. 13.1. Indemnity for Professional Services. In connection with its professional services, Consultant shall defend, hold harmless and indemnify City, and its elected officials, officers, employees, servants, designated volunteers, and those City agents serving as independent contractors in the role of city or agency officials (collectively, "Indemnitees "), with respect to any and all claims, demands, damages, liabilities, losses, costs or expenses (collectively, "Claims" hereinafter), including but not limited to Claims relating to death or injury to any person and injury to any property, to the extent to which they arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant or any of its officers, employees, subcontractors, or agents in the performance of its professional services under this Agreement, but not to the extent the result of the negligence or willful misconduct of the City or of other third parties not under the control or the supervision of Consultant.. Architect's obligation to defend pursuant to this Section 11.1 shall apply independent of any prior, concurrent or subsequent misconduct, negligent acts, errors or omissions of Indemnitees. Architect shall defend Indemnitees in any action or actions filed in connection with any of said claims with counsel of City's choice, and shall pay all costs and expenses, including all attorneys' fees actually incurred in connection with such defense. 13.2: Other Indemnities. In connection with all Claims not covered by Section 11.1, Consultant shall defend, hold harmless and indemnify the Indemnitees with respect to any and all Claims including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the acts or omissions of Consultant or any of its officers, employees, subcontractors, or agents in the performance of this Agreement. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City's choice, and shall pay all costs and expenses, including all attomeys' fees and experts' costs actually incurred in connection with such defense. Architect's duty to defend pursuant to this Section 11.2 shall apply independent of any prior, concurrent or subsequent misconduct, negligent acts, errors or omissions of Indemnitees. Architect shall defend Indemnitees in any action or actions filed in connection with any of said claims, damages, penalties, obligations, or liabilities with counsel of City's choice and shall pay all costs and expenses, including attorneys' fees actually incurred in connection with such defense. 14.0 Conflict of Interest. 14.1. 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 7of10 57296.0001 \1126185v2.doc • • • 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. 14.2. Consultant further represents 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. 14.3. Consultant has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, 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. 15.0 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. 16.0 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. 17.0 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. 18.0 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. 19.0 Governing Law. This Agreement shall be govemed by and construed in accordance with the laws of the State of California. 20.0 No Third Party Rights. No third party shall be deemed to have any rights hereunder against either Party as a result of this Agreement. 8of10 57296- 0001 \1126185v2.doc • • 21.0 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. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 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. 22.0 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 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. 23.0 Attornevs' 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. 24.0 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. (Intentionally Left Blank) 9of10 57296- 0001 \1126185v2.doc • • 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: o°r ) Fine Line Systems, C • ulting Civil : ngrs. David Carmany, City Manager. Name: Christopher C. Chan, Principal Attest: By: 6S14,7,Leat t° Linda Devine, City Clerk Approved as to Form:G / 1 ' By: )t--(4/74--- U' I ' (n��iaL Quinn Barrow, City Attorney 10 of 10 S7296- 0001 \1126185v2.doc 'E • • u FallE ENE SYf`:EUCC CONSULTING CIVIL ENGINEERS 1443 WEST BEVERLY BLVD. City of Seal Beach MONTEBELLO, CA 90640 TELEPHONE (323) 726-3388 Public Works Department FACSIMILE (323) 726-0130 NOV 1 0 2009 November 4, 2009 RECEIVED City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 Attention : Mr. Michael Ho City Engineer Re : Alley n/o Ocean Avenue between Main Street & 14th St. Dear Sir We are pleased to present the following proposal for engineering services on the above-referenced project as requested : Scope of Services : 1. Establish centerline of the alley n/o Ocean Avenue from Main Street to 14th Street. Topo the alley from Main Street to 14th Street with 25' overlap northerly and southerly of intersections with streets, and 25th, overlap north and south of the alley t- intersections. The mapping along the alley will extend north and south of the alley right-of-way up to 20' as needed to demonstrate drainage, locate buildings, walls, broken AC/concrete aprons, etc. that may affect design. All meters, manholes, drains, valves, and the likes within said strip of land will be located with spot elevations. The survey will be based on the assigned benchmark at the centerline intersection of Ocean Avenue and Electric Avenue. 2. Engineer approximately 1, 600' of alleys. We can either use 1"=20' or 1"=10' . 1"=20' may be more conventional, but with the width of the alley at only 15' , a larger scale may be more suited. 3. Meet with the City staff to discuss all prospects of design. 4 . Provide preliminary and final quantity estimates. 5. Coordinate with City staff and other consultants, as needed. • Total Charges = $16, 800.00 City of Seal Beach Alley n/o Ocean Avenue November 4, 2009 Page Two The above figures are contingent and pertinent with : a. Upon completion of the above work, any changes to the scope of services requested by the client will be construed as an extra. b. Provisions of the "Standard Form of Agreement between Client and Consultant" attached hereto. c. Printing, plotting, courier services and shipping/handling charges are not included herein and will be billed separately. d. Schedule of payments : 1.$6, 720.00----When the survey is complete. 2.$5,040.00----When the alley design is complete and submitted to the City for 1s` check. 3.$5, 040.00----When all plan check corrections and comments are satisfied and the plans are permit-ready. Thank you very much for your patronage. We stand ready and capable to begin work upon your approval of the proposal by signing in the space provided on the attached agreement, and returning a copy of the signed document to this office for our file. Please allow 3' - 4 WEEKS for the survey, weather-permitting, and another THREE WEEKS after that for the alley design. Thank you for the opportunity. Very truly yours, HOSE UNIE SYSTC=1 1S CONSULLTONG COWL C MOOMCZEPIS - Christopher C. Chan, P.E. Principal CCC/lc encl. 410 410 AGREEMENT BETWEEN CLIENT & CONSULTANT IN THE EVENT THIS AGREEMENT IS BREACHED BY CLIENT, TERMINATED FOR A REASON OTHER THAN CONSULTANT' S BREACH, CANCELED, OR EXTRA WORK IS REQUIRED, THEN THE CONSULTANT SHALL BE PAID PER THE ATTACHED FEE SCHEDULE. IT IS UNDERSTOOD BY CLIENT AND CONSULTANT THAT UNDER NORMAL CIRCUMSTANCES, THE TERM OF A CIVIL ENGINEERING AGREEMENT IS APPROXIMATELY ONE (1) YEAR. UNLESS OTHERWISE AGREED, THE TERM OF THIS AGREEMENT SHALL BE ONE (1) YEAR. AT THE END OF SAID TERM, THE TWO PARTIES MAY RE-NEGOTIATE AND AMEND THE AGREEMENT. SHOULD THERE BE ANY DISPUTE BY AND BETWEEN CLIENT AND CONSULTANT PERTAINING TO THEIR RESPECTIVE RIGHTS, DUTIES OR OBLIGATIONS HEREUNDER, THE PARTIES AGREE THAT THEY SHALL SUBMIT SAID DISPUTE TO THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH THE THEN PREVAILING RULES OF SAID ARBITRATION ASSOCIATION. THE AWARD BY THE ARBITRATOR SHALL BE BINDING UPON THE PARTIES HERETO AND MAY BE CONFIRMED IN A COURT OF COMPETENT JURISDICTION. THE PREVAILING PARTY SHALL BE ENTITLED TO THE ATTORNEY' S FEES AND ARBITRATION COSTS AND ANY COURT COSTS IN ORDER TO HAVE SAID ARBITRATION AWARD CONFIRMED. FEES SCHEDULE : (EFFECTIVE JANUARY 1, 2008) OFFICE : ENGINEER $150 .00/HOUR TECHNICAL SUPPORT STAFF $120 . 00/HOUR FIELD : TWO-MAN SURVEY PARTY $190 . 00/HOUR FIELD INVESTIGATION $160 . 00/HOUR CONSULTANT : CLIENT : FINE LINE SYSTEMS CONSULTING CIVIL ENGINEERS 1443 WEST BEVERLY BLVD. MONTEBELLO, CA 90640 (323) 726-3388 (TELEPHONE) (323) 726-0130 (FACSIMILE) cccpe1003 @aol .com . BY CHRISTOPHER C. CHAN NAME PRINCIPAL DATE C r I 1 0 DATE FLS\CONTRACT AGREEMENT\(1/1/08)