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AGREEMENTFOR
PROFESSIONAL CONSULTING SERVICES
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This Agreement, made and entered into this �5 day of � 2012 by and between
the CITY OF UKIAH, CALIFORNIA, hereinafter referred to a 'City" and GHD, Inc., a
corporation, organized and in good standing under the laws of the state of California, hereinafter
referred to as "ConsultanY'.
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to Emergency Preparation of a Report of Waste i
Discharge for a Master Reclamation Permit il
b. Consultant represents that it has the qualifications, skills, experience and properly I
licensed to provide these services, and is willing to provide them according to the terms
of this Agreement.
a 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. I
TERMS OF AGREEMENT
1.0 DESCRIPTION OF PROJECT I
1.1 The Project is described in detail in the attached Scope-of-Work (Attachment "A").
2.0 SCOPE OF SERVICES Ii
2.1 As set forth in Attachment "A". I
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.
I3.0 CONDUCT OF WORK '
3.1 Time of Completion. Consultant shall commence performance of services as required I
by the Scope-of-Work upon receipt of a Notice to Proceed from City and shall complete '
such services at the Direction of the Director of Public Works. 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 I
4.1 Basis for Comqensation. For the performance of the professional services of this II
Agreement, Consultant shall be compensated on a time and expense basis not to
exceed a maximum dollar amount of $19,500. Labor charges shall be based upon II
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
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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 I
A. Consultant shall complete the Scope of Work for the not-to-exceed guaranteed
maximum, even if actual time and expenses exceed that amount.
42 Chanqes. 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. j
4.3 Sub-contractor Pavment. The use of sub-consultants or other services to perform a I
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 i
amount set forth in Section 4.1.
4.4 Terms of Pavment. 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 the 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 suffcient to enable City
to determine progress made and to support 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 the 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. I
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.
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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. li
52 Conflict of Interest Consultant understands that its professional responsibility is solely �
to Ciry. Consultant has no interest and will not acquire any direct or indirect interest that �
would conflict with its pertormance 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 disdosure obligation under the City's i
local conflict of interest code, the Consultant shall file the required disclosure form with
the City Clerk within 10 days of being notifed of the City Manager's determination.
6.0 INDEMNIFICATION
6.1 Insurance Liabilitv. Without limiting ConsultanYs obligations arising under Paragraph 62 I
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 Scoqe of Insurance
Coverage shall be at least as broad as:
1. 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.
3. 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:
1. General Liabilitv: $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. I
2. Automobile Liabilitv: $1,000,000 combined single limit per accident for �
bodily injury and property damage.
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� 3. Worker's Compensation and Employers Liabilitv: Worker's compensation I
limits as required by the Labor Code of the State of California and
Employers Liability limits of$1,000,000 per accident. I
4. Errors and Omissions liabilitv: $1,000,000 per daim. '
C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be dedared 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.
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D. Other Insurance Provisions I
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liabilitv and Automobile Liabilitv Coveraqes
a. The City, it officers, officials, employees and volunteers are to be '
covered as additional insureds as respects; liability arising out of i
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 �I
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, offcials, employees or volunteers. I
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b. The ConsultanYs insurance coverage shall be primary insurance I
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 ConsultanYs insurance and shall not contribute with
it.
c. 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 ConsultanYs 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 Emplovers Liabilitv Coveraqe I
The insurer shall agree to waive all rights of subrogation against the City,
its officers, officials, employees and volunteers for losses arising from I,
ConsultanYs performance of the work, pursuant to this Agreement. j
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I � 3. Professional Liabilitv Coveraqe I�I
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If written on a claims-made basis, the retroactivity date shall be the �,
effective date of this Agreement. The policy period shall extend for the I
duration of the work being pertormed.
4. All Coveraqes II
Each Insurance policy required by this clause shall be endorsed to state I
that coverage shall not be suspended, voided, canceled by either party, I
reduced in coverage or in limits except after thirty (30) days prior written i,
notice by certified mail, retum receipt requested, has been given to the �
City. I
E. Acceotabilitv of Insurers '
Insurance is to be placed with admitted California insurers with an A.M. BesYs i
, rating of no less than A- for financial strength, AA for long-term credit rating and I
AMB-1 for short-term credit rating.
F. Verification of Coveraqe �I
Consultant shall furnish the City with Certificates of Insurance and with original
Endorsements effecting coverage required by this Agreement. The Certificates I
and Endorsements for each insurance policy are to be signed by a person i
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. Where by �i
statute, the City's Workers' Compensation - related forms cannot be used,
equivalent forms approved by the Insurance Commissioner are to be substituted.
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 II
have the right, but not the obligation, to purchase any or all of them. In that
event, the cost of insurance becomes part of the compensation due the I
contractor after notice to Consultant that City has paid the premium.
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G. Subcontractors �
Consultant shall include all subcontractors or sub-consultants as insured under I�
its policies or shall fumish separate certificates and endorsements for each sub- �I
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. I
6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition �I
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 peRains to, or relates to any negligent act or omission or the willful li
misconduct of Consultant in the performance of services under this contract by i
Consultant, 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 i
� misconduct or defects in design by the City, or arising from the active negligence of the
City. '
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"Indemnify," as used herein includes the expenses of defending against a claim and the Ii
payment of any settlement or judgment arising out of the claim. Defense costs include I
all costs associated with defending the claim, including, but not limited to, the fees of I
attomeys, investigators, consultants, experts and expert witnesses, and litigation
expenses.
References in this paragraph to City or Consultant, include their officers, employees, �
agents, and subcontractors.
7.0 CONTRACT PROVISIONS
7.1 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 I
immediately upon demand and at the completion of ConsultanYs services at no I
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. I,
7.2 Governinq Law. Consultant shall comply with the laws and regulations of the United
States, the State of Califomia, and all local govemments having jurisdiction over this
Agreement. The interpretation and enforcement of this Agreement shall be governed by
Califomia law and any action arising under or in connection with this Agreement must be ,
filed in a Court of competentjurisdiction in Mendocino County. '
7.3 Entire Aqreement. This Agreement plus its Attachment(s) and executed Amendments '
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set forth the entire understanding between the parties. '
Severabilit . If an term of this A reem
ent is held invalid b a court of com etent '
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jurisdiction, the remainder of this Agreement shall remain in effect. I
7.5 Modification. No modification of this Agreement is valid unless made with the agreement I
of both parties in writing. I
7.6 Assiqnment. ConsultanYs services are considered unique and personal. Consultant II
shall not assign, transfer, or sub-contract its interest or obligation under all or any portion I
of this A reement without Cit 's rior written consent. I
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77 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement ,
shall be a waiver of an other or subsequent breach of the same or any other covenant,
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I term or condition or a waiver of the covenant, term or condition itself. i
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
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alleged breach of the Agreement and of the action required to cure the breach. If the !
he breach within the time s ecified in the notice, the
breachin art fails to cure t p
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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 i
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� performed and expenses incurred as of the effective termination date. In such event, as I�
a condition to payment, Consultant shall provide to City all finished or unfinished I
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 i
hereunder, subject to off-set for any direct or consequential damages City may incur as i
a result of ConsultanYs breach of contract.
7.9 Duplicate Oriqinals. 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. i
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8.0 NOTICES I
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: 'i
CITY OF UKIAH GHD INC.
DEPT. OF PUBLIC WORKS 2235 MERCURY WAY, SUITE 150
300 SEMINARY AVENUE SANTA ROSA, CA 95407 I
UKIAH, CALIFORNIA 95482-5400 �I
9.0 SIGNATURES I
IN WI ESS WHE F, the parties have executed this Agreement the Effective Date: �I
CONSUL A� � � �
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BY: / � / �- I
A(� �(/� Date `
PRWT NAME ,(C- �1e
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IRS IDN Number
CITY OF UKIAH
BY: 5r,±J�A`i',t-��'"'i�� C / /SJ� �
f � Date
JANE A. CHAMBERS
CITY MANAGER
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EXHIBIT A II
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SCOPE OF SERVICES I
EMERGENCY REPORT OF WASTE DISCHARGE FOR MASTER RECLAMATION PERMIT �I
Background and Understanding I
7'hc (:in� of t kiah (Citc) hac hled a Rcpa-t of\C%este lliscliargc��,iih tl�c :�Iord� Coasi Rcgional VC'aicr QuaGn�
Comiol Boazd (Rcgional Board) to support rencwal of ics '_�-I'DFS permit. Cuczcod�� thc Circ disposcs ot
trcared etilucnt to the 12ussian Ricer during�rin[er mo»dis and [o pexcolarion ponds during summer mon[hc. ��
.-ls p�rt of tl�at efEort, Consuliant piepared a Plan of llisposal and an :\mmonia lnfeasibilin' Studc. 7'he Plan �'
of llisposal recommended d�at nc� Cin� begin de�-elopment of a recccled water program in ocdei to usrcase I
thc rcliaUilin- oE its o�'erall disposal st�stem and to support an incmase in its allo�riUle �t'intertimc disd�nrgc
. rate irom one peseot of Kussiar�Ricer Elo�c[o fice percent of Russian Ricer tlo�c.
7'his smiunei, as a result of]ate spring iauic d�e Cin� needed co begin emergena� irrigarion of Cin�-o�cnid I�I
propern� adjacent to rhe \Cl\TP to a��oid a potential spill. \\Iule die Rcgional Board ]�as Ueen nodhcd of dus I
pracricc, tl�c Cin-doc< ��or l�a�-c a Cormal perunc Eoc diis disposa] sire. I
"1'liis ccope of semees coi-exc the �coik ��ecessan� to de�-elop a Report ot \\�asre llisdiazge for a ��lastec
Reclamacion Permit, �rltich would allo�c [lie Cin� to Icgallc irrigaie its properR- and �could support e�pamion
of ihc rcdamation prokrun ocer mnc.
Scope of Services
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7�he Renhonal Board lias indieated it �vill be includin���aste diseharge reyuiieinents for ehe Citc's redain�tion �
s-cs-tem(s) as pair of a Nlastcr Reclunation Pennit cathce than as pazt oF the Cin-'s A'PDJiti permit �1'his �� �
beneficial to [he Cin- Uecaase it climinates die iisk of tliud part�- la�csuits related to rl�e Citc s reclamaiiun
scstent Ho�eecer, the 8lastex Rrclatnation Permit �cill rco,uire ils o�cn Report oE \\�astc llischar�c nnd
supporting documcnt�tion. I
Cndec diis task, cl�e Consultant will prepaze a Report of\C"as�e llischarge foc a :�faster Reclamauon Permit I
including:
_\ siic plan and description of che i�itial use si[e I
_� Pro�am lfanual and 1'enns of Conditions tha[�ti�ill mcct tl�e iequiiemen�s of die Opccations Plan I
:1n Irrigation :�Iana�ement Plan that gocs becond il�e informanon contau�cd �vidun t6c Program �(anual and
Tcrms and Condiuons. \C�c���ill work�vith die Cin-to draft an lin�anon \lanagcmrnt Ylan chat descriUes:
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• Soil Conditions �'I
• Reccded \\'atcr Cl�aracteiisdcs �
• Plant Rcquiremcnts I�
• Climatc Condi�ions
• Nuteicat ManagementFducational Maceiial I
• Managemcnt ot lmpound�nents �,
_1i� :\nd-llcgradation :\nal��si�, bascd o�� urigation at agrononuc ratcs tha[�x-1uc1� dcmon.uates �hat snits and
nutric�ns will not excecd die assimilatiec capacin�of tl�e gsovnd�x•a[er basio. I
'I'hc requiied Title 22 Reporc has been alreadc been prepared uade� anotl�ei contract, but it u-ill be wb�nitted II
as p1n of thc ROAV'll Package.
�1'lii, rask includes up to �vo re�-ic��� a��d coordinatioi� mcctings mitl� tl�c Cin-and Rcgionnl lioard. II
Professional Services Fee I
\\brk a-ill be perforuicd on a rime and matcnals Uasis foi an amou��t not tp cscccd 5�19,�00. The cstimated I
fcc brcakdo�vi�is- u�duded belo�v. �
�Fee Table for Proposed Scope of Services �.
, L4BOR GOSTS FEE COMPUiAiION ,
vroyr. •orNm �
UBORCATEGORY> P!� aNOL °I! Sng�,�ea GISICA� 15 'F TOTAL OIRKi SUB TOTAL II
HOORS WSTS COSiS i
AATE> t_. .°Y: i:L .°d. .1:: t2i i?f FEE �
TdSkll�em IPo IN� IHr Mr �IMr �IXr IHr �
File RepoR of Wose�IxM1eige enE AtlEitional Moleriels br MesRr I�
Nedom�tion Peimit '.
2.c.1AeD�nofWa4eDisrharge d :Z 4 2 2t S32I S3,?52 I
1.:.IDev^IapPrvgramNawa 6�, 1J 8 d S1A�� 56,�&.
7=3DeveloplrrigaborManagementPian 9 24 d $1W 1i<75 '
2aA�evelopAnFDegrada[ionAnavrs di ��I 2 3 5�� �5-
SUBiOiAI o 0 13 NI Itl 0 E ti6 $56 S19,tl6 �
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