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HomeMy WebLinkAboutResolutions - No. 2006-84RESOLUTION NO. 2006-84 A RESOLUTION OF THE LORI CITY COUNCIL AUTHORIZING THE CITY M . ANAGER TO EXECUTE TASK ORDER WITH TREADWELL & ROLL O FOR PCE CENTRAL PLUME REMEDIATION PHASE 1 DUAL PHASE (SOIL VAPOR AND GROUNDWATER) EXTRACTION PROJECT; AND FURTHER TO AMEND THE 2004 MASTER AGREEMENT WITH TREADWELL & ROLLO TO UPDATE HOURLY RATES NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute Task Order with Treadwell & Rollo for PCE Central Plume Remediation Phase I Dual Phase (Soil Vapor and Groundwater) Extraction Project in an amount not to exceed $302,000; and BE IT FURTHER RESOLVED that the City Manager is further authorized to amend the 2004 Master Agreement with Treadwell & Rollo to update hourly rates. Dated: May 3, 2006 I hereby certify that Resolution No. 2006-84 was passed and adopted by the City Council of the City of Lodi in a regular meeting held May 3, 2006, by the following vote: AYES: COUNCIL MEMBERS — Beckman, Hansen, Johnson, Mounce, and Mayor Hitchcock NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None SUSAN J. BLAC STON City Clerk 2006-84 "W' TECHNICAL SERVICES TASK ORDERAGRE EMENT FOR PROFESSIONAL SERVICES BETWEIEN THE CITY OF TSI AND f WELL & ROLLO, INC, THIS TASK ORDER AGREEMENT, hereinafter referred to as "Agreement," made and nter�.d into on this 22`1 day. of April 2004, by and between the City of Lodi, hereinafter referred to as "Client," and Treadwell & Rolla, inc., hereinafter referred to as "Consultant." WITNESSi TH `REAS, Client is proceeding with participation in remediation studies and passible work in comiection with PCE and TC E soil and groundwater contamination in Lodi referred to in draft administrative orders from the Mate of California Regional Water Quality Control Board and Department of Toxics Substaiwes Control, that requires the services of a consultant; and WHEREAS, Consultant has available and offers to provide personnel and facilities necessary to accomplish such work as may be requested by Client; NOW, THEREFORE, , Client and Consultuit agree as follows: L DESCRPTION OF PROJECT Services provided shall be as described in w6tten task orders made pursuant to and referencing this Agreement, but i n general shall include engineering, analytical .services, and litigation support, 11, SCOPE OF SERVICES Consultant agrees to perform those services described in separate written task orders sigiwd by Client and Co sUlt nt. Unless imdifi:ed in writing by both parties, duties of Consultant shall not be coilstrucd to exceed those services specifically described in each task order. M, TIME FOR COMPLETION ` bb , time for completion of work shall be as identified in each task order issued pursuant to this IV. COMPENSATION For services to be performed by Consultant, as desqcr�bed in each task order, Client agrees to pay, and Consultant a re" to accept, Compensation as identifjed in each tisk order, Consultant shall invoice Client on a titne titreand materials cost basis for sorvices provided under was Agreement ill accordance with the billing Rate Schedule contained in Exhibit A unless task orders specifically indicate otherwise. i sla rr ez gx� rt zte- .: oa I 4/2Oi2OO4 196 Subjcc€ to Scetion AVE of this agreement, Consultant may augment in -louse personnel with subconsultants. Hourly rate for subconsultants shall not exceed those for equivalent in-house PC-rsar iet. Consultant shall submit invoices for services as prescribed in each task order. Client shall pay such invoices within 30 days after their receipt. If payment is not made within 30 days, interest .ori the unpaid balance will accrue at a rate of ane (1) perceDt per month compounded monthly, V. RESPOND UTY OF CONSULTANT Consultant agTecs that in uidertaking the deities to be pGrfor e€i hereunder, it shall act as an irdepondmt consultant for and on behalf of Client. Client shall not direct the work and ineans for acco plishme.w.. of the, services and work to be performed hereunder. Client, however, retains the ilght to require that work penfon-ned by Consultant melt specific standards without regard to the manner and means of accomplish n,=t thereof. Consultant shall..perforrn the Services in a manner consistent with the level of care and skill ordinarily exercised by consultants perfori-ning comparable services Under comparable circurnstances in the general location of th(� Project: Site. Notwithstanding any provision of this A reernQnt, Con8iiltant makes no representation, warranty or guarantee, express or implied, and. expressly disclaims any representations, warranties or p crarantees, whether grade orally or in writing, and whether tirade prior to or conterarporaneously herewith. VL OWNERSHIP OF DOCUMENTS All documents and other materials obtained„ prepared, or created by Consultant shall be owned by Client. Consultant shall have the right to retain copies of rich materials. VM NO THT.RD PARTY RELIANCE Consultant and Client agree that all analyses, findings, conclusions and recommendations of Consultant made Pursuant to this Agreement are for the sate benefit of Client and may not be relied erre by any other person. V111 INIDEWNI ICS TION To tbcc fullest extent perinitted by law, C Qnsultant shall indemnify and hold harmless Client, their dirwtoars, officers, and employees frorn and against claims. damages, losses, and expenses (including reasonable ttomcys` fees) whether incurred in a third party action or in an action brought by Client against Consultant to enforce Client's dghts under this provision, arising out of performance of the work, provided that any such claim, damage, kiss, rrr expense is caused by nog igtrit acts or omission-, of Consultant, any subconsultant (nnployed directly by Consult=t, air. cine dircetly or indirectly employed by airy of them, or anyone for whose acts they may be liable. Client agrees to mdenuiify, defence and save harmless Consultant, its officers, agents and. employees, and any subcontractors employed by Consultant incident to this Agreement, from and against all losses, claims, costs, damages, liabilities and other expenses, including reasonable Task0rder gree )ent-TR.doc Z 412012004 197 attorneys' fees (w etl". r incuiTcd in a third. party action car in an action. brought by Consultant against Client nt to eiaforoe Consultant's is rights under this provision) arising out of (a) material breech or failure to perforin any material provision of this Agreement by ClIeni, or (b) the negligencra, grass negligence, or willful misconduct of Client. IX HEALTH AND SAFETY Client assumes all responsibility fat the health and safety of all persons affected by the Project Site or the services, slept the Consultant and persons under the direct control, supervision, or direction of the Consultant, X NSURANCE Consultant shall;procure and maintain the .following insurance policies, each of which shall provide primary Qovera.ge with respect to earls performed tinder this Agreement. l . Cortlprehen ive General Liability Insurance. insur=ce including premises/operations, products/completed op rations, blanket contractual, and broad -form property damage liability coverages. 'fixe combined single limit for bodily injury and property damage shall not be less than $1,000,000 per occurrence, and $2,000,000 per year in aggr:��ate. 2, Automobile bodily Injury and Property Darnage Liability. Insurance. covQring owned (if any), non -owned, rented, and leased cars. The limit shall not be less than $ 1,000,000 00,000 per occurrence, 3. Workers' Compensation and 1 Fri-iployer's Liability, Insurance as pmscribed by applicable law, including liability under the Longshoreman's and Harbor Workers' Act and the Janes Act, if applicable. The employer's, liability limit shall not be less than s 1,000,000. 4. Profl�sslonal Liability Insurance, .insurance coverilig losses resulting from errors or ornis3ions of the Consultant. The limit of liability shall not be less than $1,000,000 per claim and in the aggregate. Should Consultant or any of its officers, employees, or agents be found to have been negligent in the performing of professioual services or work, or to have breached any express or implied warranty, breached any representation or any prevision of this Agreement, Client, alt persons or entities claiming through Client. and all persons Qr entities claiming to have in any way relied upon or leen damaged by Consultant's sets ices or work agree Haat tii(� maximum aggregate amount of the liability of Consultant, its officers, employees and agents shall be limited to the testae arnount of the fee paid to Con ltanl by Client for its Nvork performed with respect to the project, or $500,0300, whichever is greeter, The Agreement price is predicated on this limitation of liability. Should Client object to this provision, then the Agreement price will be renegotiated by Consultant and Client to account for the increase in Consultant's potential liability_ Any objection by Client to this limitation on liability must be conveyed to Consultant before Client's acc6ptancc of this Agreement. T� kt3rcl rA rye lent-rk�.de�c _ 4/20/2004 . 198 1E XL ASSIGNMENT This Agrfement is binding on. the heirs, successor,,;, and assigns of tl*i(,, parties hereto. This: Aggeement may not be assigned by either Client or Consultant without the prior written consent of the other. XIL BENEFIT E,xccpt as hercill provided, this Agreemem shall hiure to the benefit of the assigns, heirs, and successors of the parties to this Agreement. M. TERMTNATION Client may terininate this Agrct�,mcnt for its convenience. Consultant shall be compensated for work: perforniod to the date of termination including a reasonable amount for profit on work: accorriplishad mid cost to terminate work. Li the event Consultant shall persistently fail to perform services and work berQvnder in a rnanner:. satisfactory to Client, this Agmemont may, at Client's option, be terminated. Consultant shall be compensated for oompleb�d and uscffil work performed to the date of termination, Client or Consultant may terminate this Agreement at any time on 30 days prior written notice to the other party. This Agreement shall temninate without any action of a party in the event either Client or: CoTisultant becomes insolvent or subject to proceedings under any law relating to bankruptcy, insolvency or the relief of debtors, XTV, PUGHT OF INSPECTION AND AUDIT Client shall at reasonable times during the terrn of this Agreement have reasonable access to inspect. and audit project -related documents and other materials r ' e$ulting from. Consultant's activities.. pursuant. to this Agreement. Client shall reimburse Consultant for Consultant's reasonable costs in assisting With ally such inspections mid audits. XV. RJMSDTC'00N -Mis Agreement shall be administered and interpreted under the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be in that state. If any pan of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it is in conflict with said laws, but the ret-naindcr of this Agreement shall be in full force and effQct. Nlo. provislon of this Agre=ent sWll bt,- construed f6y or against any party on the basis of its contiibution, or lack- of cont 'buti . on, to the drafting ,Section rl g of such provision, and the provisions of Sect' 1654 of the California Civil Code shall have no application to this Agreement. The failure of any party to enfbrce any provision of this Agreemfv shall not in any way be, construed as a waiver of Task-0rdei-AgTeexTten;-TRAcw, 4 X2002004 199 IN any such provision and shall not prevent that party fTom thereafter enforcing such or any other prevision of this Agreement. XVI. NON-BINDINCY MEDMTION Any dispute, or controversy between the, parties relating to this Agreement shall be attempted to be resolved in good faith pursuant to nota -binding mediation. The parties shall attempt to select the mediator by rriu :t l agreement. If they are unable to do so within fifteen (15) calendar days from the date the dispute if first identifwd by the party first to assert a claim,, the party first asserting one or c one clans shall provide the other party with a written list of names of five (5) potential mediators. The other party shall either select the mediator from such list, or shall provide the other payty with a wr°itt to list of names of five (5) additional potential mediators. The mediator there€tpon. shall, bt� selected from such list of ten (10) names by the parties alttmately striking narnes from such list, the first party to strike a ramie boing selected by the parties' flip of a coin. The last name remaining to be stricken ftorn the list shall be the awdiator. The parties shall proceed to resolve the dispute tluough tiara -binding mediation within faits -five (45) calendar- days from the date of the mediator's selection, or such longer period as the parties may mutually agree upon. If the parties are unable to resolve the dispute by such means after making ev( ty reasonable effort to do so, the parties thereaRer may pursue socia gather remedies as may be available to them under the provisions of this agreement and pursuant to the laws of the State of California, The paragraph shall not apply to claims ma& by Consultant pursuant teaMechanics Lion laws. V11. INTEGRATION ION This Agreement represents the attire understanding of Client mid Consultant as to chase matters contained hereim No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder, This Agreement zrtay not be modified or altered except in writing, signed by both Parties. Except with prior written approval of Client, Consultant shall not enter into ally subcontract with any other party for, puq)oses of providing any work or services covered by this Ag€°eernent. XIS. NOTICES Any notice to a. ;arty in connection with this Agreement must be in writing and addressed to the party at its address as set forth in the Task Order, or snob tidier address or addresses as to which the patties may notify each other from time to time. Any notices made to Consultant shall be, addressed to co asultanOs prc eot man ger or princa al ;n J cinarge oP the prosect esGr� eA 121 the Tag Men. . All notices made hereunder shall be deemed effective on receipt. Client shall noto' Treadwell & Rollo, Iaac, by certified avail of any change of ownership or any infon ration provided on tho Acceptance of Proposal on Authorizabon to Proceed, In the event clicrrt fails to motifs, in writing by certified mail, any changes, Client shall be liable for all credit extendcd prior to said written . otafication as tl gtrgh no chara¢ .s in fact caccurred, without prejudice to Client's right to proceed, additionally against all successors. TaskOrderA re�,ment-`fft.doc 5 4/20/2004 200 N Printed Narne Ties late attachment TaskOrderAgree rneut-'i`RAQc No CITY OF LODI Printed Name Title Da raved as to form D. Stphen Schwabauer Interim City Attorney ATTEST Vit ! NJ. SLA r 4/2of2W4 201 ExbIbit A Billing Rate Schedule. Direct expenses. (telephone, reproduction, postage, etc,) will be billed at actual cost, mileage will be billed at $0.35 per mile. Travel time will be, included at the appropriate hourly tato either at 50% or one-way only. Siftonsultants. as approved by tbe City will be billed at actual cost plus 10%. �QUIPMENT CHARGES Vans, Trucks $13,50/l2r (travel time plus time on site) Nuc1�ar Moisture -Density Gua &_- $1150/hr Special Computer or Analytical Software $30.00/hr Other Equipment As approved by City I TaskOrdcrAgive . ment-TR,doc A -I 4120!�,004 202 Billing I?asitic wn —w (AgIlars per hour Philip Smith 207 Michael McGuIreT 184 Dorinda Shipman, Patrick Hubbard 166 David Dixon, Glenn Leong 146 Michael Chamberhu'll 121 Joshua (3raber 1016 Offier Staff S% below standard rates Direct expenses. (telephone, reproduction, postage, etc,) will be billed at actual cost, mileage will be billed at $0.35 per mile. Travel time will be, included at the appropriate hourly tato either at 50% or one-way only. Siftonsultants. as approved by tbe City will be billed at actual cost plus 10%. �QUIPMENT CHARGES Vans, Trucks $13,50/l2r (travel time plus time on site) Nuc1�ar Moisture -Density Gua &_- $1150/hr Special Computer or Analytical Software $30.00/hr Other Equipment As approved by City I TaskOrdcrAgive . ment-TR,doc A -I 4120!�,004 202