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HomeMy WebLinkAboutMintier Harnish 2019-03-21COU No. 1819190 AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement, made and entered into this 21st day of March, 2019 ("Effective Date"), by and betwehen ITY OF U A+ CALIFORNIA, hereinafter referred to as "City" and Mintier Harnish, a 111r�t '�a'f4trV p prietorship, corporation, partnership, limited partnership, limited liability company, etc.] 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 professional planning services for a General Plan Update, Environmental Impact Report, and other related advanced planning services. b. Consultant represents that it has the qualifications, skills, experience and properly licensed to provide these services, and is willing to provide them according to the terms of this Agreement. c. City and Consultant agree upon the Scope -of -Work and Work Schedule attached hereto as Attachment "A", describing contract provisions for the project and setting forth the completion dates for the various services to be provided pursuant to this Agreement. TERMS OF AGREEMENT 1.0 DESCRIPTION OF PROJECT 1.1 The Project is described in detail in the attached Scope -of -Work (Attachment "A"). 2.0 SCOPE OF SERVICES 2.1 As set forth in Attachment "A". 2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement between City and Consultant. The written Agreement shall be in the form of an Amendment to this Agreement. 3.0 CONDUCT OF WORK 3.1 Time of Completion. Consultant shall commence performance of services as required by the Scope -of -Work and detailed schedule upon receipt of a Notice to Proceed from City and shall complete such services 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 $444,890. Labor charges shall be based upon hourly billing rates for the various classifications of personnel employed by COU No. 1819190 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 Tess 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. I';r 1:!r COU No. 1819190 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. 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 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. PAGE S OF COU No. 1819190 3. Workers Compensation and Employers Liability: Worker's compensation limits as required by the Labor Code of the State of Califomia and Employers Liability limits of $1,000,000 per accident. 4. Errors and Omissions liability: $1,000,000 per occurrence. 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 Liability and Automobile Liability Coverages a. The City, it officers, officials, employees and volunteers are to be covered as additional insureds as respects; liability arising out of activities performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, hired or borrowed by the Consultant for the full period of time allowed by law, surviving the termination of this Agreement. The coverage shall contain no special limitations on the scope -of -protection afforded to the City, its officers, officials, employees or volunteers. b. The Consultant's insurance coverage shall be primary insurance as respects to the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be in excess of the Consultant's insurance and shall not contribute with it. 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 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. PAGE. 4 4-; COU No. 1819190 3. Professional Liability Coverage If written on a claims -made basis, the retroactivity date shall be the effective date of this Agreement. The policy period shall extend from one year from date of final approved invoice. 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. AM 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 PAGES OF" COU No. 1819190 misconduct or defects in design by the City, or arising from the active negligence of the City. "Indemnify," as used herein includes the expenses of defending against a claim and the payment of any settlement or judgment arising out of the claim. Defense costs include all costs associated with defending the claim, including, but not limited to, the fees of attorneys, investigators, consultants, experts and expert witnesses, and litigation expenses. References in this paragraph to City or Consultant, include their officers, employees, agents, and subcontractors. 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. 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 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 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 COU No. 1819190 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 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 DEVELOPMENT 300 SEMINARY AVENUE UKIAH, CALIFORNIA 95482-5400 MINTIER HARNISH PLANNING CONSULTANTS ATTN: JIM HARNISH, JD 1415 20TH STREET SACRAMENTO, CALIFORNIA 95811 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CONS F TA T BY: 41 riry 2 PRINT IDN Number CITY OF UKIAH BY: dew Navnat, 6')\(A\dal fcu.wr NGIACOMO CITY MANAGER ATTEST Wtc\r\ 22 2-(A Date ) cy�/o_ (9 Date CI CLERK Date PA, if, -id:' ATTACHMENT A — SCOPE OF WORK, SERVICES AND WORK SCHEDULE I. SCOPE OF WORK The scope of work includes an update of the 1996 City of Ukiah General Plan, including a rewrite of a majority of the elements and preparation of an environmental impact report for the updated General Plan. The scope also includes assistance to Community Development Department Staff in updating the City's Housing Element and other related advance planning services as needed. The City is interested in applying its resources wisely and in a cost-effective manner. The City also recognizes that although all elements of the general plan are important, including optional elements, not all need to be addressed in a general plan. The City is prepared to minimize or eliminate some of the discretionary elements and will work with the consultant to identify the elements in question. Community engagement and outreach: It is in the interest of the City of Ukiah to have a robust, inclusive, and informative community engagement program. It is also in the interest of the City to have Staff and community volunteers be involved in community engagement activities. The role of the consulting team will be to organize and arrange content for the community workshops and assist Staff in organizing and facilitating meetings. The consultant will also serve as a resource to Staff, as well as monitor the direction and outcome of the public review process and incorporate the input into the updated General Plan. The community engagement process for the General Plan update is anticipated to include at least three categories of workshops open to the public: 1) an introductory workshop/visioning session, 2) a workshop held midway through the update process that will serve to report the consultant's findings to date and present alternative recommendations, and 3) a workshop/hearing to present the preferred alternative(s). Each category of workshops will include public meetings focused on one or more groups, such as the general public, Planning Commissioners, City Councilmembers, etc. The number of meetings to be held within each workshop category to engage broad public comment will be determined based on input from City Staff and the consultant's recommendation, as well as the overall budget remaining for the project. II. SCOPE OF SERVICES Services to include the following, as well as the supplemental project understanding, approach and management elements as described in Exhibit 1: 1. Establish one individual who will serve as consultant's project manager and point of contact for all services performed under contract. 2. Work as an extension of City Community Development Department Staff. Maintain an open dialogue with Staff and work closely with the City review team to update existing goals and policies from the 1996 General Plan. 3. Research and prepare reports; and facilitate meetings and workshops with City Staff, Planning Commissioners, City Councilmembers, and the public to gather input, collaboratively explore ideas, and present findings. 4. Provide a Draft Environmental Impact Report (EIR), Final EIR and all supporting documents necessary to comply with the requirements of the California Environmental Quality Act. 5. Document current conditions, establish goals for the City's future, and recommend means for achieving those goals within the appropriate elements of the General Plan. 6. Provide consistency with the State Office of Planning and Research 2017 General Plan Guidelines. 7. Integrate all documents and elements to provide internal consistency in content and appearance. Eliminate redundancy between elements as much as possible. 8. Advise changes to the City's zoning regulations to comply with any changes to the Land Use Element. 9. After receiving comments from City Staff, incorporate revisions and prepare revised draft Plan(s). 10. Present the final draft General Plan Update and draft EIR at a public hearing before the Planning Commission for their recommendation to the City Council and at a public hearing before the City Council for their consideration of approval as required for Plan adoption. 11. Perform other advanced planning services as needed. 2 Project Understanding The City has made their expectations for the General Plan Update quite clear. The Request for Proposals details the key issues to be addressed as well as expectations for the proposal contents. Based on this direction, we understand the Project must address the following considerations: 1. Produce a General Plan that 4. Assist with the Housing Element Update by • Is innovative and contemporary • Providing technical support to City staff • Easy to understand and use • Conducting focused research • Relevant to the community • Supporting HCD review • Articulates the community vision, principles, and policies clearly and concisely 2. Include Robust Community Engagement that • Enables any interested persons to fully participate in the visioning and decision-making process • Includes at least three Community Workshops • Provides a broad range of alternatives • Is led by City staff 3. Comply with State Planning Law by • Following the 2017 Office of Planning and Research General Plan Guidelines • Addressing all new requirements o Complete streets o Flood protection o Adaptation o Disadvantaged Unincorporated Communities o Environmental justice 5. Focus on Consultant Staff Collaboration by • Working as an extension of City staff • Providing the technical support to City staff • Assuring full and timely staff input and direction 6. Emphasize Effective Project Management through • Regular communication • Regular status reports • Being detail -oriented and fastidious • Completing the project on time and within budget PROJECT UNDERSTANDING, APPROACH, AND MANAGEMENT ^0A, ir -;e 30alS :.. 3 City of Ukiah General Plan Update Proposal for Services Project Approach Technology and innovat:on are accelerating at an increasingly rapid pace. As the City embarks on the update of its 23 - year oid General Pian, the key questions facing the City are: "What is our vision for the future, and how will we influence change to achieve that vision?" Based on our understanding of the City's expectations and needs for the General Plan Update, we have organized our approach around nine actions: ( ) Collaborate • Establish a collaborative working relationship between the consultant team and. o City staff o Planning Commission o Other boards and committees o City Council o Stakeholders o And the community • Help define and facilitate roles and responsibilities • Make sure everyone interested gets to fully participate Engage • Prepare a mutt -faceted, proven community engagement program • Provide a full range of opportunities: o Project website o Eblasts o Newsletters o Social media o Online townhall forum o Stakeholder interviews o Joint study sessions o Community workshops o Community Open House a Public hearings 4 D Audit • Conduct an audit of the 1996 General Plan • Determine which policies and programs continue to be relevant, which do not, and which shou'd be changed. Understand • Update key background data • Assure that the technical base is sound • Reflect the last 23 years of change since the 1996 General Plan was adopted Envision a Refresh the City's vision for its future • Focus on refining that vision • Develop guiding principles that will form the foundation of the General Plan Perform • Prepare a new General Pian that is o Consistent with State law o Comprehensive o innovative o User-friendly o Written in plain English o Practical, concise, and achievable • Prepare the "Peoples' Plan` o Reader -friendly o Easy to navigate Review • Facilitate a thorough review of the General Plan by staff, the community, and decision -makers • Make sure the meaning and implications of the new General Plan are clearly understood by all • Make revisions as necessary to address any concerns or uncertainties Evaluate • Conduct a thorough evaluation of the potential environmental effects of the new General Plan • Solicit public input on that evaluation • Respond to all relevant comments • Recommend changes to the General Plan based on those comments Adopt • Help the City adopt the General Plan m Facilitate Planning Commission and City Council public hearings • Prepare final documents Mintier Harnish March 1, 2019 SFOv I T SIKH 5 City of Ukah General Plan Update Proposal for Services Project Management We take project management seriously. Effective project management can make the difference in the success of a comprehensive general plan update. Ineffective project management can doom the project. While project management may not be as creative or rewarding as public outreach or policy development, it is every bit as essential to the success of a major planning project. There are three components to effective project management: clear objectives, organized approach, and proven tools. Objectives 1. Stay on schedule. It is very easy for a general plan update that includes extensive community engagement, dozens of meetings, broad community involvement, numerous City staff, and a large consultant team to quickly fall behind schedule. 2. Manage the budget. Again, a multitude of participants, unanticipated demands, and additional meetings all can contribute to budget creep 3. Frequent client communication. Perhaps the single most important component of effective project management is regular communication between the Consultant and City staff 4. Quality control. We strive to produce results that are of the highest quality, internally consistent, and completely satisfy our clients. Approach 1. Facilitate a kick-off meeting with City staff and the consultant team to discuss the work scope, schedule. budget, and communication protocols. This meeting will include representatives from every City department likely to have a role or interest in the General Plan Update. 2. Identify the roles and responsibilities of key staff and consultants. 3. Identify the core project management team (City and consultants) and establish a schedule for reoccurring check-in conference cabs and face-to-face meetings. 4. Provide monthly progress/status reports. Tools and Procedures 1. Standardized file naming protocols 2. Consistent e-mail subject line project naming 3. Email communication protocols 4. Standardized document format and style guide 5. Conference call agendas and action minutes 6. Data requests for information 7. Document review checklists 8. General plan audit 9. General plan agency consultation checklist 10. Community Workshop guides/checklists Redundant Capabilities For this project, Rick Rust, AICP, GISP, will be the Project Director and Brent Gibbons, AICP, will be the Project Manager. For all of our projects, we use this dual management setup so that both Rick and Brent will be up to speed on all aspects of the project at all times, optimizing the City's ability to work with Mintier Hamish when convenient to the City. While Brent will be the City's go -to person for the project, Rick will provide the City with access to our team when needed. This management team will coordinate closely with the rest of the project team to provide timely guidance on the successful completion of the General Plan Update. 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