HomeMy WebLinkAboutAnn Baker Landscape Architecture 2012-01-30AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
[Design Professional]
This Agreement, made and entered into this 30th day of January, 2012 ("Effective Date"), by
and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Ann Baker
Landscape Architecture, a sole proprietorship, organized and in good standing under the laws of the
state of California, hereinafter referred to as "Consultant".
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to Grace Hudson Museum Design Development for
Nature Education Garden.
b. Consultant represents that it has the qualifications, skills, experience and properly licensed to
provide these services, and is willing to provide them according to the terms of this
Agreement.
C. City and Consultant agree upon the Scope-of-Work and Work Schedule attached hereto as
Attachment "A", describing contract provisions for the project and setting forth the completion
dates for the various services to be provided pursuant to this Agreement.
TERMS OF AGREEMENT
1.0 DESCRIPTION OF PROJECT
1.1 The Project is described in detail in the attached Scope-of-Work (Attachment "A").
2.0 SCOPE OF SERVICES
2.1 As set forth in Attachment "A".
2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement
between City and Consultant. The written Agreement shall be in the form of an Amendment to
this Agreement.
3.0 CONDUCT OF WORK
3.1 Time of Completion. Consultant shall commence performance of services as required by the
Scope-of-Work and shall complete such services by August 30, 2012. Consultant shall
complete the work to the City's reasonable satisfaction, even if contract disputes arise or
Consultant contends it is entitled to further compensation.
4.0 COMPENSATION FOR SERVICES
4.1 Basis for Compensation. For the performance of the professional services of this Agreement,
Consultant shall be compensated on a time and expense basis not to exceed a guaranteed
maximum dollar amount of $30,655.00. Labor charges shall be based upon hourly billing rates
for the various classifications of personnel employed by Consultant to perform the Scope of
Work as set forth in the attached Attachment A, which shall include all indirect costs and
expenses of every kind or nature, except direct expenses. The direct expenses and the fees
to be charged for same shall be as set forth in Attachment A. Consultant shall complete the
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Scope of Work for the not-to-exceed guaranteed maximum, even if actual time and expenses
exceed that amount.
4.2 Changes. Should changes in compensation be required because of changes to the Scope-of-
Work of this Agreement, the parties shall agree in writing to any changes in compensation.
"Changes to the Scope-of-Work" means different activities than those described in Attachment
"A" and not additional time to complete those activities than the parties anticipated on the date
they entered this Agreement.
4.3 Sub-contractor Payment. The use of sub-consultants or other services to perform a portion of
the work of this Agreement shall be approved by City prior to commencement of work. The
cost of sub-consultants shall be included within guaranteed not-to-exceed amount set forth in
Section 4.1.
4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this
contract shall be based upon submission of monthly invoices for the work satisfactorily
performed prior to the date of invoice less any amount already paid to Consultant, which
amounts shall be due and payable thirty (30) days after receipt by City. The invoices shall
provide a description of each item of work performed, the time expended to perform each task,
the fees charged for that task, and the direct expenses incurred and billed for. Invoices shall
be accompanied by documentation sufficient to enable City to determine progress made and
the expenses claimed.
5.0 ASSURANCES OF CONSULTANT
5.1 Independent Contractor. Consultant is an independent contractor and is solely responsible for
its acts or omissions. Consultant (including its agents, servants, and employees) is not City's
agent, employee, or representative for any purpose.
It is the express intention of the parties hereto that Consultant is an independent contractor
and not an employee, joint venturer, or partner of City for any purpose whatsoever. City shall
have no right to, and shall not control the manner or prescribe the method of accomplishing
those services contracted to and performed by Consultant under this Agreement, and the
general public and all governmental agencies regulating such activity shall be so informed.
Those provisions of this Agreement that reserve ultimate authority in City have been inserted
solely to achieve compliance with federal and state laws, rules, regulations, and interpretations
thereof. No such provisions and no other provisions of this Agreement shall be interpreted or
construed as creating or establishing the relationship of employer and employee between
Consultant and City.
Consultant shall pay all estimated and actual federal and state income and self-employment
taxes that are due the state and federal government and shall furnish and pay worker's
compensation insurance, unemployment insurance and any other benefits required by law for
himself and his employees, if any. Consultant agrees to indemnify and hold City and its
officers, agents and employees harmless from and against any claims or demands by federal,
state or local government agencies for any such taxes or benefits due but not paid by
Consultant, including the legal costs associated with defending against any audit, claim,
demand or law suit.
Consultant warrants and represents that it is a properly licensed professional or professional
organization with a substantial investment in its business and that it maintains its own offices
and staff which it will use in performing under this Agreement.
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5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to City.
Consultant has no interest and will not acquire any direct or indirect interest that would conflict
with its performance of the Agreement. Consultant shall not in the performance of this
Agreement employ a person having such an interest. If the City Manager determines that the
Consultant has a disclosure obligation under the City's local conflict of interest code, the
Consultant shall file the required disclosure form with the City Clerk within 10 days of being
notified of the City Manager's determination.
6.0 INDEMNIFICATION
6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for the
full period of time allowed by law, surviving the termination of this Agreement insurance
against claims for injuries to persons or damages to property, which may arise from or in
connection with its performance under this Agreement.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
Insurance Services Office ("ISO) Commercial General Liability Coverage Form
No. CG 20 10 10 01 and Commercial General Liability Coverage - Completed
Operations Form No. CG 20 37 10 01.
2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any
auto" or Code 8, 9 if no owned autos and endorsement CA 0025.
Worker's Compensation Insurance as required by the Labor Code of the State
of California and Employers Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the consultant's
profession. Architects' and engineers' coverage is to be endorsed to include
contractual liability.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
General Liability: $1,000,000 combined single limit per occurrence for bodily
injury, personal injury and property damage including operations, products and
completed operations. If Commercial General Liability Insurance or other form
with a general aggregate limit is used, the general aggregate limit shall apply
separately to the work performed under this Agreement, or the aggregate limit
shall be twice the prescribed per occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for bodily
injury and property damage.
3. Worker's Compensation and Employers Liability: Worker's compensation limits
as required by the Labor Code of the State of California and Employers Liability
limits of $1,000,000 per accident.
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4. Errors and Omissions liability: $1,000,000 per claim.
C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the
City. At the option of the City, either the insurer shall reduce or eliminate such
deductibles or self-insured retentions as respects to the City, its officers, officials,
employees and volunteers; or the Consultant shall procure a bond guaranteeing
payment of losses and related investigations, claim administration and defense
expenses.
D. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
General Liability and Automobile Liability Coverages
a. The City, it officers, officials, employees and volunteers are to be
covered as additional insureds as respects; liability arising out of
activities performed by or on behalf of the Consultant, products and
completed operations of the Consultant, premises owned, occupied or
used by the Consultant, or automobiles owned, hired or borrowed by the
Consultant for the full period of time allowed by law, surviving the
termination of this Agreement. The coverage shall contain no special
limitations on the scope-of-protection afforded to the City, its officers,
officials, employees or volunteers.
b. The Consultant's insurance coverage shall be primary insurance as
respects to the City, its officers, officials, employees and volunteers.
Any insurance or self-insurance maintained by the City, its officers,
officials, employees or volunteers shall be in excess of the Consultant's
insurance and shall not contribute with it.
Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the City, its officers, officials, employees or
volunteers.
d. The 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.
2. Worker's Compensation and Employers Liability Coverage
The insurer shall agree to waive all rights of subrogation against the City, its
officers, officials, employees and volunteers for losses arising from Consultant's
performance of the work, pursuant to this Agreement.
3. Professional Liability Coverage
If written on a claims-made basis, the retroactivity date shall be the effective
date of this Agreement. The policy period shall extend from 08/30/12 to
08/30/13.
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4. All Coverages
Each Insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended, voided, canceled by either party, reduced in
coverage or in limits except after thirty (30) days prior written notice by certified
mail, return receipt requested, has been given to the City.
E. Acceptability of Insurers
Insurance is to be placed with admitted California insurers with an A.M. Best's rating of
no less than A- for financial strength, AA for long-term credit rating and AMB-1 for
short-term credit rating.
F. Verification of Coverage
Consultant shall furnish the City with Certificates of Insurance and with original
Endorsements effecting coverage required by this Agreement. The Certificates and
Endorsements for each insurance policy are to be signed by a person authorized by
that insurer to bind coverage on its behalf. The Certificates and Endorsements are to
be on forms provided or approved by the City. All Certificates and Endorsements are
to be received and approved by the City before Consultant begins the work of this
Agreement. The City reserves the right to require complete, certified copies of all
required insurance policies, at any time. If Consultant fails to provide the coverages
required herein, the City shall have the right, but not the obligation, to purchase any or
all of them. In that event, after notice to Consultant that City has paid the premium, the
cost of insurance may be deducted from the compensation otherwise due the
contractor under the terms of this Contract.
G. Subcontractors
Consultant shall include all sub-contractors or sub-consultants as insured under its
policies or shall furnish separate certificates and endorsements for each sub-contractor
or sub-consultant. All coverage for sub-contractors or sub-consultants shall be subject
to all insurance requirements set forth in this Paragraph 6.1.
6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition
thereto, Consultant agrees, for the full period of time allowed by law, surviving the termination
of this Agreement, to indemnify the City for any claim, cost or liability that arises out of, or
pertains to, or relates to any negligent act or omission or the willful misconduct of Consultant
and its agents in the performance of services under this contract, but this indemnity does not
apply to liability for damages for death or bodily injury to persons, injury to property, or other
loss, arising from the sole negligence, willful misconduct or defects in design by the City, or
arising from the active negligence of the City.
"Indemnify," as used herein includes the expenses of defending against a claim and the
payment of any settlement or judgment arising out of the claim. Defense costs include all
costs associated with defending the claim, including, but not limited to, the fees of attorneys,
investigators, consultants, experts and expert witnesses, and litigation expenses.
References in this paragraph to City or Consultant, include their officers, employees, agents,
and subcontractors.
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7.0 CONTRACT PROVISIONS
7.1 Documents and Ownership of Work. All documents furnished to Consultant by City and all
documents or reports and supportive data prepared by Consultant under this Agreement are
owned and become the property of the City upon their creation and shall be given to City
immediately upon demand and at the completion of Consultant's services at no additional cost
to City. Deliverables are identified in the Scope-of-Work, Attachment "A". All documents
produced by Consultant shall be furnished to City in digital format and hardcopy. Consultant
shall produce the digital format, using software and media approved by City. If the City uses
documents prepared by Consultant for a different site or project than the one for which they
are prepared, it will indemnify Consultant for any claim, expense or liability arising out of such
use.
7.2 Governing Law. Consultant shall comply with the laws and regulations of the United States,
the State of California, and all local governments having jurisdiction over this Agreement. The
interpretation and enforcement of this Agreement shall be governed by California law and any
action arising under or in connection with this Agreement must be filed in a Court of competent
jurisdiction in Mendocino County.
7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set
forth the entire understanding between the parties.
7.4 Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction,
the remainder of this Agreement shall remain in effect.
7.5 Modification. No modification of this Agreement is valid unless made with the agreement of
both parties in writing.
7.6 Assignment. Consultant's services are considered unique and personal. Consultant shall not
assign, transfer, or sub-contract its interest or obligation under all or any portion of this
Agreement without City's prior written consent.
7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement shall be
a waiver of any other or subsequent breach of the same or any other covenant, term or
condition or a waiver of the covenant, term or condition itself.
7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of the
Agreement; 2) because funds are no longer available to pay Consultant for services provided
under this Agreement; or 3) City has abandoned and does not wish to complete the project for
which Consultant was retained. A party shall notify the other party of any alleged breach of
the Agreement and of the action required to cure the breach. If the breaching party fails to
cure the breach within the time specified in the notice, the contract shall be terminated as of
that time. If terminated for lack of funds or abandonment of the project, the contract shall
terminate on the date notice of termination is given to Consultant. City shall pay the
Consultant only for services performed and expenses incurred as of the effective termination
date. In such event, as a condition to payment, Consultant shall provide to City all finished or
unfinished documents, data, studies, surveys, drawings, maps, models, photographs and
reports prepared by the Consultant under this Agreement. Consultant shall be entitled to
receive just and equitable compensation for any work satisfactorily completed hereunder,
subject to off-set for any direct or consequential damages City may incur as a result of
Consultant's breach of contract.
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7.9 Duplicate Originals. This Agreement may be executed in duplicate originals, each bearing the
original signature of the parties. When so signed, each such document shall be admissible in
administrative or judicial proceedings as proof of the terms of the Agreement between the
parties.
8.0 NOTICES
Any notice given under this Agreement shall be in writing and deemed given when personally
delivered or deposited in the mail (certified or registered) addressed to the parties as follows:
CITY OF UKIAH
DEPT. OF COMMUNITY SERVICES
300 SEMINARY AVENUE
UKIAH, CALIFORNIA 95482-5400
ANN BAKER LANDSCAPE ARCHITECTURE
ATTN: ANN BAKER
1535 SAN ANSELMO AVE., UNIT A
SAN ANSELMO, CA 94960
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
BY:
PRINT NAME:
Date
IR IDN Number
CITY OF UKIAH
BY.
Date
ITY MANAGER
ATTEST
I Y CLERK
?_d,- 1'6'),
Date
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PAGE70F7
ATTACHMENT "A"
Ann Baker Landscape Architecture
Ecological Design
December 14, 2011
Community Services Department
City of Ukiah
411 Clay Street
Ukiah, CA 95482
Re: Scope of Services for Grace Hudson Museum Design Development for Nature
Education Garden
1. Scope of Services
Task 1: Focus Group Meetings and Exhibit Visits
Subtask 1.A Exhibit and Environmental Interpretive Proaram Site Meetinas
Ann Baker Landscape Architecture ("ABLA") will work with Staff to conduct meetings with leaders
of environmental education centers and interactive environmental exhibits and programs, as well
as individual educators, to further the design development of the Grace Hudson Museum Nature
Education Grant elements. We anticipate 6-8 meetings/site visits with environmental programs
and educators.
Deliverables: Meeting Notes, Photographs, Program Materials
Subtask 1.13 Storvboarding of Educational Design Elements
ABLA will develop a draft document in In-Design format placing essential images and text
together to storyboard the important design elements researched in Subtask 1.A.
Deliverables:15-18 page In-Design document storyboarding design elements and objectives
Task 2: Design Focused Interactive Exhibits in The Garden
In this task, 2-3 local environmental educators will be invited to develop and "road test"
educational/experiential exhibitss in the proposed garden space to better understand the
dynamics at play in the size of the space and existing natural elements. Educational elements
proposed in the original concept plan, and additional designed elements generated in the focus
group discussions will be developed into mock ups so educators can work with students to ground
truth project concepts in the space and review the outcomes. ABLA shall support Staff in
coordinating these events, shall develop and provide mock up exhibit materials, and will attend,
participate and observe the events. ABLA will write a summary of the educational exhibits and
and record student, educator and staff observations of what worked well and worked less well.
Deliverables: Photos and Summary of Interactive Exhibit Testing
Task 3: Develop and Lead Design Workshop
ABLA will develop the format and materials for a design workshop that will engage project
stakeholders in reviewing and considering the project's conceptual site plan and in articulating a
number of key experiential processes to take place in the gardens, and ways the design can
shape these experiences. The City of Ukiah plans to hire an Interpretive Designer to join this
workshop and the consultant will work with this designer to incorporate their input and objectives
into the workshop format.
Deliverables: Design Workshop Photos and Meeting Notes and Summary.
Task 4 Develop Non Native Plant Eradication Plan
Ann Baker Landscape Architecture ("ABLA") will develop a scale plan drawing indicating all
invasive plants to be removed and technical specifications detailing their method of removal for
city bidding purposes. This task is specific to non-native invasive plants within the project area.
The goal is to begin removal of the invasive plants prior to the larger renovation and landscaping
process. Later in the project the City will prepare plans and specifications for the larger
construction within the park. City to provide bidding forms and non technical specifications.
Deliverables: Eradication Plan and Specifications
Task 5 Develop Plan for Construction Fencing
Ann Baker Landscape Architecture ("ABLA") will develop a plan drawing detailing construction
fence and gate locations and site signage for the pre-construction period.
Deliverables: Construction Fencing and Signage Plan and Specifications
II. Limitations on Scope of Services
The scope of services that shall be provided by ABLA is limited purely to the tasks outlined above
and will be completed on a time and materials basis as directed by City Staff. Any additional
tasks above and beyond those scoped would be performed as additional services on a Time-and-
Materials basis with the client's prior written authorization to proceed.
111. Fee Proposal
Task 1: Focus Group Meetings and Exhibit Visits ................................T&M Fee NTE $10,800.00
Task 2: Design Focused Classroom Exhibits in The Garden
........T&M Fee NTE $5,400.00
Task 3; Develop and Lead Design Workshop .........................................T&M Fee NTE $5,520.00
Task 4: Develop Non Native Plant Eradication Plan
..........T&M Fee NTE $3,600.00
Task 5: Develop Construction Fencing Plan
T&M Fee NTE $3,600.00
Total Estimated Not to Exceed Design Fees:
$28,920.00
Estimated Reimbursable Expenses (Billed at Cost) ..........................................................1,735.00
Total Estimated Fee Plus Estimated Reimbursable Expense
.................................$30,655.00
Hourly Rates: Ann Baker $120/hr, Project Staff $75/hr
Reimbursable expenses including travel, lodging, photography, computer plotting, report
reproduction, phone, and fax would be billed on a time and materials basis against the
reimbursable budgets indicated.
IV. Schedule
We anticipate completing all tasks as directed by the City by August 30, 2012
Sincerely,
Ann Baker, ASLA