HomeMy WebLinkAboutAnn Baker Landscape Architecture 2016-06-30CONTRACT 1516-231
AGREEMENTFOR
PROFESSIONAL CONSULTING SERVICES
[Design Professional]
This Agreement, made and entered into this 30th day of June, 2016 ("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 landscape design services for the California Urban
Rivers Grant Program.
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 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 November 1, 2016. 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 $9,750. 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 Scope
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CONTRACT 1516-231
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 REPRESENTATIONS 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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CONTRACT 1516-231
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. 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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CONTRACT 1516-231
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.
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 concurrent to or
before the effective date of this Agreement. Consultant agrees to maintain its
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CONTRACT 1516-231
claims made professional liability coverage for two years following substantial
completion of this scope of work or consultant shall provide two year "tail"
coverage to the policy if readily available and affordable at that time.
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.
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CONTRACT 1516-231
References in this paragraph to City or Consultant, include their officers, employees, agents,
and subcontractors.
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, its employees and sub -consultants, for any claim,
expense or liability arising out of such use.
7.2 Governinq Law. Consultant shall use due professional care to comply with the applicable 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,
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CONTRACT 1516-231
subject to off -set for any direct or consequential damages City may incur as a result of
Consultant's breach of contract.
7.9 Execution of Agreement. This Agreement may be executed in duplicate originals, each
bearing the original signature of the parties. Alternatively, this Agreement may be executed
and delivered by facsimile or other electronic transmission, and in more than one counterpart,
each of which shall be deemed an original, and all of which together shall constitute one and
the same instrument. When executed using either alternative, the executed agreement shall
be deemed an original admissible as evidence in any administrative or judicial proceeding to
prove the terms and content of this Agreement.
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
9.0 SIGNATURES
ANN BAKER LANDSCAPE ARCHITECTURE
ATTN: ANN BAKER
1016 MCNEAR AVENUE
PETALUMA, CA 94952
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
ANN B DS APE ARCHI ECTURE
BY:
PRINTNAME:
LAI. q 3 - !2 7502_
IRS IDN Number
CITY OF UKIAH
BY:
S GE S N COMO
CITY MANAGER
ATTEST
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KRISTINE LAWLER
CITY CLERK
D=&n - PwfSv Agrc ma- - Minn 2013
PAGE70P7
Date
Date
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Date
ATTACHMENT "A"
Ann Baker Landscape Architecture
Ecological Design
June 12, 2016
Tami Bartolomei, Katie Marsolan
Community Services Department
City of Ukiah
Ukiah, CA, 95482
Re: Landscape Design Services for California Urban Rivers Grant Program
Dear Tami and Katie,
Thank you for requesting a proposal for design and grant writing services for the CA
Urban Rivers Grant program. The degraded habitat areas of Riverside Park are a great
fit for this grant. The main goals and objectives of this part of the park would be to
restore natural ecosystem function and resiliency as a model for community based
responses to climate change. At this time, I think we can make the most compelling
case for how our project will meet the statutory objectives of (#4) Create and Restore
Native Habitat, and (#5) Increase Regional and Local Resiliency and Adaptability to
Climate Change. We can improve upon and integrate the ways we address the
statutory objectives as we proceed with the design and the grant writing. If we can link
park ecosystem services and products to other city needs that would be helpful. but
we should try and address all the statutory objectives we can. Please see an initial
bulleted list of site objectives below.
List of Potential Project Benefits:
(#1) Promote Groundwater Recharge and Water Re -Use: an important site function
would be to retain flood waters and increase groundwater recharge. The water re -use
portion of this statutory requirement is more challenging, but we may be able to
irrigate active park areas with retained floodwater, or plan to detain stormwater in the
future for re -use.
(#2) Reduce Energy Consumption: in this case, our best approach may be to design a
habitat restoration process that doesn't use irrigation, as irrigation uses electricity to
pump available water supply. Demonstrating natural park areas with no supplemental
water use is a good regional climate change adaptability response.
(#3) Use Soils, Plants or Natural Processes to Treat Runoff. Existing parking lots can
be paired with biofiltration strips and bioswales to demonstrate We can restore site
topography, soils and plant communities to increase riparian habitat and floodplain
flood water temporary storage and recharge.
• (#4) Create and Restore Native Habitat: we can restore the native riparian forest and
floodplain habitats. This will comprise removing debris and soil compaction, grading
out a more natural and useful topography and restoring integrated plant communities.
As riparian forest and floodplain habitats are heavily degraded and/or developed
regionally, this is an important habitat type to increase in the area.
• (#5) Increase Regional and Local Resiliency and Adaptability to Climate Change: An
important component of this is restoring site soils. By restoring soils, we can
demonstrate how to improve soil carbon sequestration and soil water retention and
infiltration. Soil health is a key climate change resiliency factor that can be improved
on site and demonstrated for local and regional land managers. We can also
demonstrate carbon sequestration methods in riparian tree restoration and
management. Along the border with the vineyard we can demonstrate bird and
insectary plantings which can be used on agricultural sites throughout the region.
As you can see the objectives start to stack up into multiple and diffuse benefits
especially if we include local partners and create interpretive experiences other means
of sharing the process with other land managers.
Here are the proposed design and writing costs for the various elements needed for
the grant application. In terms of additional consulting needs here are my current
thoughts. This proposal includes the a concept plan graphic with hand drawing
rendering in colored pencil or water color, writing the sections outlined in Katie's grant
task outline, and providing a grant level cost opinion. I propose to develop the concept
and approach and then if needed engage a civil engineer or hydrological engineer to
help work out the grading and floodplain issues if we feel it can substantially improve
our grant approach and documentation. One area we should discuss further is how we
are developing community and agency partnerships in this early stage of project
development.
Writing Elements
1. Grant 1 Page Summary -4 hours
2. Grant Evaluation Criteria - 16 hours
Estimated subtotal=$3,000
Design and Graphic Illustration Elements
1. Site Plan - 16 hours
2. Cross Section(s) - 8 hours
3. Plant List(s) - 3 hours
4. Cost Estimate - 8 hours
Estimated subtotal= $5,250
Permitting and Design Review
1. Project Design and Grant Review Meetings - 8 hours
2. Permitting process outline - 2 hours
Estimated subtotal = $1,500
Total estimated hours 65 @ $150/hr = $ 9750
I propose to approach the total estimated fees as a time and materials not to exceed at
the billing rate of $150/hr, with the assumption that we stay within the scope of work
proposed.
Thank you for the opportunity to work with you on this grant proposal for Riverside
Park,
Ann Baker, RLA #5006, LEED AP
Principle, Ann Baker Landscape Architecture