HomeMy WebLinkAboutGHD, Inc. 2012-07-03 ' ' I
AGREEMENTFOR ,
PROFESSIONAL CONSULTING SERVICES �,
This Agreement, made and entered into this -� day of L � , 2012 by and between ��
the CITY OF UKIAH, CALIFORNIA, hereinafter referred t as City" and GHD, Inc., a
corporation, organized and in good standing under the laws of t e st te of California, hereinafter
referred to as "ConsultanY'.
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to Orchard Avenue/Perkins Street Signal
Timing.
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 I
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 j
I
1.0 DESCRIPTION OF PROJECT j
1.1 The Project is described in detail in the attached Scope-of-Work (Attachment "A"). I,
' 2A SCOPE OF SERVICES
I 2.1 As set forth in Attachment "A".
2.2. Additional Services. Additional services, if any, shall only proceed upon written I
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 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. �
I
4.0 COMPENSATION FOR SERVICES i
' 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 maximum dollar amount of $2801. Labor charges shall be based upon hourly I
billing rates for the various classifications of personnel employed by Consultant to
perform the Scope of Work as set forth in the attached Attachment B, which shall include
. sm r.���s��,ns�����n�m-�o..:�,ne,xo.zoos
rncaior�
I
, I
I
, all indirect costs and expenses of ever kind or nature, except direct expenses. The
Y
direct ex enses and the fees to be char ed for same shall be as set forth in Attachment
p 9
B. Consultant shall complete the Scope of Work for the not-to-exceed guaranteed
maximum, even if actual time and expenses exceed that amount.
4.2 Chanqes. Should changes in compensation be required because of changes to the I�i
Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in I
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 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
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 sufficient to enable City
to determine progress made and to support the expenses claimed.
5.0 ASSURANCES OF CONSULTANT
5.1 Indeqendent 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.
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 I
defending against any audit, claim, demand or law suit. I
I ti�d VrnRccrAercemcnL kuwmbcr 20.200P
VAGIS 3 OF]
I _ __ __ - . ____-- _— . .
Consultant warrants and represents that it is a properly licensed professional or '
professional organization with a substantial investment in its business and that it I
maintains its own offices and staff which it will use in performing under this Agreement. I
,
, 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 Liabilitv. Without limiting ConsultanYs obligations arising under Paragraph 6.2 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 I
insurance against claims for injuries to persons or damages to property, which may arise �I
from or in connection with its performance under this Agreement.
A. Minimum Scooe 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 consultanYs
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 I
Insurance or other form with a general aggregate limit is used, the i
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.
sm r�ors���:ne,«m���-����=mn��zo_zaox
rnce i ot r
�
I
3. Worker's Compensation and Emplovers Liabilitv: 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.
4. Errors and Omissions liabilitv: $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
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
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 ConsultanYs 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 I
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
The insurer shall agree to waive all rights of subrogation against the City,
its officers, officials, employees and volunteers for losses arising from
ConsultanYs performance of the work, pursuant to this Agreement. ,
tii0 ProlSacz:\¢recmcnb]ovcmber20.?008
VSGI-.i OL]
J
� 3. Professional Liabilitv Coveraqe
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
duration of the work being performed.
4. All Coverapes
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, retum receipt requested, has been given to the
City.
E. Acceptabilitv of Insurers
Insurance is to be placed with admitted California insurers with an A.M. BesYs
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 Coverape
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. Where by
statute, the City's Workers' Compensation - related forms cannot be used,
equivalent forms approved by the Insurance Commissioner are to be substituted. I
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 I
to require complete, certified copies of all required insurance policies, at any I
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, the cost of insurance becomes part of the compensation due the 'I
contractor after notice to Consultant that City has paid the premium.
G. Subcontractors
Consultant shall include all subcontractors 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 sub'ect to all insurance re uirements set forth in this Para ra h 6.1.
1 4 9 P
ifi i n. Notwithstandin the fore oin insurance re uirements and in addition
6.2 Indemn cat o g g g q ,
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 in the performance of services under this contract by
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
misconduct or defects in design by the City, or arising from the active negligence of the
City.
Ad VmltiresAyreemem-\orembn20.2008
� rncr,sor�
I �
i
"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 I
expenses.
References in this paragraph to City or Consultant, indude their officers, employees,
agents, and subcontractors.
, 7.0 CONTRACT PROVISIONS
7.1 Ownershiq 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 ConsultanYs 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.
7.2 Governinq 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 Aqreement. This Agreement plus its Attachment(s) and executed Amendments
set forth the entire understanding between the parties.
7.4 Severabilitv. 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 Assipnment. ConsultanYs 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
� sm r��as�cen�;reo����i.so��n,:�zo.�oox
VA(il1 G Of 9
.
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
documents, data, studies, surveys, drawings, maps, models, photographs and reports
prepared by the Consultant under this Agreement. Consultant shall be entitled to I
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 ConsultanYs breach of contract.
7.9 Duqlicate 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.
' 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:
GTY OF UKIAH GHD INC.
DEPT. OF PUBLIC WORKS 2235 MERCURY WAY, SUITE 150
300 SEMINARY AVENUE SANTA ROSA, CA 95407
' UKIAH, CALIFORNIA 95482-5400
9.0 SIGNATURES
IN W ESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSUL�IF j
/ 1
, / ��
� ;� � �LY �v
BY: '
� Date
PRINT NAME: .(LGL� ��/�
IRS IDN Number
CITY OF UKIAH
`� /L
, �
BY: � �����c._.� � I
Date
� �JANE A. CHAMBERS
� CITY MANAGER
ATTEST ,
( I �
\ ( � � �� � - j - � �Z ���
, CITY�EL K ,_ � ) Date ��
tiia r�niSvc.nNmcn,uni-no�c�n�crxo.z�ne �'
rnve�or� I
�
^ � _ I
� . ,._,;. = � - _ __ .
June 13, 2012
Rick Seanor
Deputy Director of Public YVorks
City of Ukiah
300 Seminary A�ienue
Ukiah, CA, 95482-5400
RE: Proposal for Professional Traffic Engineering Services: Orchard Avenue/Perkins Street Signal i
Timing
Dear Rick:
GHD Inc. is pleased to provide this proposal for professional traffic engineering services for the Perkins
Street/Orchard Avenue Intersection Improvement project in Ukiah, CA. This proposal is based on our
design for the project, mry discussion with you and Tim Eriksen, and the signal timing needs for the
modified traffic signal system. It is my understanding that this effort"vill be an amendment to our current
professional services contract on this project.
Project Understanding
This proposal is provided with the foliowing understanding oflhe project. GHD prepared design drawings
for the construction of modifications to the traffic signal and widening of the westbound approach at the
intersection of Orchard Avenue and Perkins Street. The City and their wntractor are planning for the
programming and timing of the signal controller in late June. It is also anticipated that the representative
of the wireless vehicle deteciion system�roill be on site on June 25`". In advance of this effort, the Cit�
requests modified signal timing charts ror use in programming the coniroiler for the modified signal
operation. Subs?aniial completion of the projzci i; anticipat2d in la[e June or�arly July±o meet project
funding requiremeni;.
Professional Engineering Services
Based on the above understanding of ih=project,�nie propose to provide the follotiving professional traffic
engineering services:
. Task 1.1: Signal Timing: Prepare signal timing charts reflecting the modified signal operaiion?o
be used 4y the Contractor and Cibj ir: programming th�signal con?roller.
• Task 2.2: Perform one site visit�t the iime of the wireless vehicle detection sysrem
representative's site visit to o4serve tne new signal system and controiier and assist in controller
programming.
Information to be provideci by �9ty
1. E;:isiing signal timing chans (roceived)
2. Exisiing inters2c[ion peak hour turning movemend traffic�iolumzs (ii available)
GHD Inc � . _ , . .. . ... � � � . . . .. �II
' I
�\
`�
General Assumpt�ons/Exclusions
This proposal is based on the fiollowing assumptions:
1. Intersection turning movement volume counts are not included in this proposal, but can be
provided if requested.
Deliverebles
1. Intersection Signal Timing Charts
E�gineering Fee
GHD proposes to complete this scope of services for the time-and-materials fee not to exceed$2,801
without written aathorization from the City. j
Services not included in this proposal�nifll be provfded on a tfine-and-maferials basis per the attached Fee
Schedule or by a negotiated fee.
We welcome the opportunity to continue working with you on this important project. Should you have any �
questions, please do not hesitate to contact us.
Sincerely, I
GHD Inc. �
/ /� /. /% �
���' � � / �
�� �l -
� -Z.f,.l.1_ _ ,, yti���!�i��/',( � �
Matt Kennedy "
Project Manager
� ��
Attachments:
1. Project Fee Estimate
2. GHD Standard Fee Schedule
I
I
I
- �
� I
� � 1 ^.�� 1h`E3 Z i .,:.I i >ii.7��^��4��p�i ' �� � � I ' -7� -" �..
� i V� i t � J I i �, .. �'._ � .
.. _.___"_ . .._..�.�
� �DllT�Y 1�.8t25�. I
Piincipal $ 185-260
Senior Project Enginezr 130-195
Project Engine<r 100-130
. St2ff Engineer 95-105 ��
Senior Project Scientist 135-165
Project Scientist 90-130
Staff Scientist 85-95
. Senior Planner 110-160
� Staff Planner 90-105
3-Person Suniey Cremi 255-390
2-Person Suroey Crew 170-280
'I-Person Su rvey Creov 85-1 BO
Construction Manager 110-185 �
Construction Inspector/Observation 85-125
Professional Land Suroeyor 125-160
Staff SurveyodLSIT 95-120 I
Technician 70-130
Senior Designer/CADD 80-�25 .
DesigneACADD 65-85
Project Administrator 65-125
Word Processor E�Clerical Support 45-95
Employee time will be billed in accordance wiih the fees listed a6ove. These rates are subjeci to
� change on a semi annual basis. Por other ihan professional empioyees,time spent o�ier 8 hours
per day,time spent on svving shiRs, and time spent on Saturda�s�,vill be charged at 1.5 times the
hourly billing rate. VVork on Sundays will be charged at 2.0 times the hourly billing rate and holiday I,
work�mill be charged at 2.5 times the hourly billing rate. All field personnel charges 2re portal to '
portal.
, Er,penses and oiher similar projecY related costs are billed out at cost plus 15%. The cost of using
� equipment and specialized supplies is billed on ihe basis of employee hours dedicated to projects. Our
rates 2r2:
,�. Office consumables $
6.00/hr
B. F_nvironmental DepUConstruction Inspector consumables $11.00/hr
C. Suroey Field consumables $15.00/hr
D. Various Environmental, Construction and Land Surveying Equipmeni At market
Payment for work and expens2s is due and payable upon receipt of our imioice. Amounts unpaid thirty �
(30)days after the Issue date of our invoice shall be asszssed a service charge of one and one half i
(1.5)percent per month. li
(�) These rates da noiappl/to forensicrelatetl services,orto work forwhich Prevailing Wage obligatians I
exist. It is the respansibilily of ihe client to notify GH�Inc in writing if Prevailing Wage obligations are ,
applicable,in which case the fees will be atljusietl praportionate to the increase in labor cosl.
N W Fee Schedule Aug 2011
. _ _ . ___ . __— .
�, '
� GHU-PROJECT FEE ESTIMATING SHEET
ProjectName: Omha�tllPerkinsln[ersec[ionSignalTlming CllentCityofOkiah
Prepared by: MaH Kennetly Date:June 1J,2D12
Job Number: U2052-11005
LABOR COSTS FEE COMPUTATION
LA90RCATEGORV> Job Traff. CAD WP PA TOTAL �OTHER Sub- TOTAL
Mgt'. Eny. Oesi9ner HOORS OIRECT con-
RATE> §1]U SV5 $115 $90 $90
TBSk/l�ert5 IHr IHr IHr IHr IHr COSTS sW[ant(s) FEE
TASK-1.0 Signal Ti�ning
1.iPrepam5i�nalTiminpChails 2 8 1 11 $66 $1,896
12 Site Visil 5 5 $30 $805
SUBTOTALTFSK1.0 2 13 0 0 1 16 $96 $0 $2,801
PROJECTT07AL5 2 1$ 0 0 1 16 g96 $0 $2,8U1
`OTHER DIRCCT GOSTS Inclutle lelephone,mlleage,prin�ing,phoWooPles entl othe�miscellaneous direcl expsnses_
8/13'L012
I'u��: I