HomeMy WebLinkAboutGHD, Inc. 2014-05-17 Li I'S
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this Z / day of `<< '�' 2014 ("Effective
Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and
GHD, INC., a Corporation 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 assistance with Ukiah Downtown Streetscape
Improvement Project Funding
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 upon receipt of a Notice to Proceed from City and shall complete
such services within a reasonable time agreed upon by City and Consultant from receipt
of the Notice to Proceed. 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 $6,730. Labor charges shall be based
upon hourly billing rates for the various classifications of personnel employed by
Std—ProtSvcsAgreement-November 20,2008
PAGE 1 OF 7
Consultant to perform the Scope of Work as set forth in the attached Attachment B ,
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 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 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 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 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 .
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.
Std — ProtSvcsAgreement- November 20, 2008
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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 .
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 :
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 .
B . Minimum Limits of Insurance
Consultant shall maintain limits no less than :
1 . 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 .
Std — ProfSvesAgreement- November 20, 2008
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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 for the
duration of the design project.
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. Where by
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
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
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 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 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 .
Std — ProfSvcsAgreement- November 20, 2008
PAGE 5 OF 7
" 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 .
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
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. Any reuse without written verification or adaptation by consultant for
the specific purpose intended will be at the City's sole risk and without liability or legal
exposure to Consultant, and City shall indemnify and hold harmless Consultant from all
claims , damages , losses and expenses including attorneys' fees arising out og or
resulting from .
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
Std — ProfSvcsAgreement- November 20, 2008
PAGE 6 OF 7
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.
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 GHD, INC
DEPT. OF PUBLIC WORKS ATTN: MATT KENNEDY
300 SEMINARY AVENUE 2235 MERCURY WAY, SUITE 150
UKIAH, CALIFORNIA 95482-5400 SANTA ROSA, CA 95407
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
GHD, INC
BY:
WV-04s,:6- Date
PRINT NAME:
g6)Ofz,59 35
IRS IDN Number
CITY OF UKIAH:
BY:
JANE CHAMBERS, CITY MANAGER Date
ATTEST:
KRISTINE LAWLER, CITY CLERK Date
Std—ProfSvcsAgreement-November 20,2008
PAGE 7 OF 7
PWWR
November 4, 2014
Tim Eriksen
Public Works Director/City Engineer
300 Seminary Avenue
Ukiah, CA, 95482
RE: Proposal for Professional Engineering Services: Assistance with Ukiah Downtown Streetscape
Improvement Project Funding, Ukiah, CA
Dear Mr. Eriksen:
GHD is pleased to provide this proposal for professional engineering services to assist the City in
understanding and achieving the various milestone steps associated with the various funding
mechanisms associated with the above referenced project in the City of Ukiah, CA.This proposal is
based on our knowledge of the project, and our discussions with you and with Rick Seanor at the City of
Ukiah. Thank you for considering GHD for this important project to assist you in addressing the steps and
funding requirements, and to move the project forward.
Introduction
This proposal is provided with the following general understanding of the project.
The City of Ukiah has been planning this downtown streetscape and transportation improvement project
for over 7 years.The details of the overall project are included in detail in the Ukiah Downtown
Streetscape Improvement Plan Final Report, dated and approved July 1, 2009, as well as the various
funding applications. Due to funding limitations, the City plans to implement the project in two major
phases. The first phase is planned to be funded using HSIP and TEA funds with matching City funds. The
second phase is planned to be funded using an MCOG grant the City was successful in obtaining, along
with matching City funds. We understand that the City would like to complete the environmental
documentation and design for the entire project, but to construct it in these phases that align with the
timing, amounts and requirements of the various funding sources. Important steps we understand need to
be completed prior to the City issuing a Request for Proposals (RFP)for the project environmental and
design include meeting all previously agreed milestone dates, completing requests for funding allocation
and authorization from the State, completing the environmental field review with the District 1 Local
Assistance Engineer, and obtaining approval to issue a RFP for the project environmental and design.
We understand that the City's goal for this task is to complete the steps needed to obtain approval to
issue an RFP.
Terrie Zwillinger is the Project Coordinator with GHD who we propose to assist the City in meeting this
goal. Terrie has over 15 years of experience in office engineering and construction services support,
contract administration, environmental analysis, state and federal permitting, and public outreach for a
variety of capital improvement projects. Terrie has experience with projects that utilize various federal
funds, specifically funds administered through Caltrans. She has acted as City Staff for projects in the
cities of Sonoma, Windsor and San Pablo. Terrie has experience with projects that utilize funds from the
Federal Highway Administration (FHWA) (administered through Caltrans) and has attended training
courses through Caltrans. She has successfully administered FWHA funded projects from project
initiation through design, construction and project closeout and has been involved in successful Caltrans
and FHWA audits. She is also a Construction Document Technician (through the Construction
Specification Institute).
GHD Inc.
2235 Mercury Way Suite 150 Santa Rosa CA 95407 USA
T 1 707 523 1010 F 1 707 527 8679 E santarosa @ghd.com W www.ghd.com
Professional Engineering Services
The professional engineering scope of services includes the following elements:
• Project management and coordination, including meetings and conference calls.
• Meet with the City to go over the grant details
o Confirm types of funding (HSIP, TEA, MCOG).
o Confirm programing years of funding for each of the phases (HSIP, TEA: Env and PS&E
FY 14/15 MCOG for CON FY 15/16).
o Confirm understanding with Mark Mueller at Caltrans District 1 and confirm/clarify the
potential to have 1 RFP for Env (TEA) and PE (HSIP) phases.
• Draft a milestone schedule for the City with deadlines for each of the milestone tasks:
• CTC meeting request for allocation (Env, PS&E and CON).
• Caltrans Request for Authorization to Proceed for PE and CON.
• Assume no ROW requirements.
• MCOG requirements for CON request, if needed.
• If budget allows, assist Ukiah in drafting the Request for Allocation to CTC for Env phase and
RFA for E-76 for PE.
• If budget allows, assist Ukiah in understanding what forms need to be included in the RFP for
design/env.
• If budget allows, prepare DBE goal for Env/PE phase for RFP.
Scope of Services
The work performed will be divided into tasks as described below:
1. Project Management:
a. Overall project coordination and correspondence.
b. Monthly invoices.
2. Project Funding Assistance:
a. Meetings with City.
b. Confirm funding sources, deadlines, schedules and next steps.
c. Coordination with Caltrans District 1 Local Assistance Engineer, Mark Mueller.
d. Prepare summary schedule of milestone tasks and associated deadlines.
e. Assist City in identifying and including forms that need to be included with RFP for design
and environmental, as budget allows
f. Assist City in preparing DBE goal for design and environmental phase for inclusion in
RFP, as budget allows.
g. Assist City in drafting Request for Allocation as budget allows.
Deliverables
1. Project Coordination:
a. Monthly invoices
2. Project Funding Assistance:
a. Summary milestone schedule.
Information provided by Client
1. Access to all documentation related to the project, and the project funding sources.
General Assumptions/Exclusions
This proposal is based on the following assumptions:
1. Meetings other than indicated are not required.
2. Preparation of cost estimates and cost analysis is not required.
Engineering Fee
GHD is pleased to propose a time-and-materials fee not to exceed$6,730 without written authorization
from the City. Services not included in this proposal can be provided on a time-and-materials basis per
the attached GHD Standard Fee Schedule (Attachment 1)or by a negotiated fee. We are available to
begin immediately upon acceptance of this proposal receipt of an executed agreement. We propose to
work efficiently against this proposed budget to meet the City's goal for this task.
We welcome the opportunity to work with you on getting this important project into the critical
environmental and design phases, and look forward to contributing to its success. Should you have any
questions, please do not hesitate to contact me.
Sincerely,
GHD Inc.
Matt Kennedy, PE, TE
Project Manager
Attachments:
1. GHD Standard Fee Schedule
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