HomeMy WebLinkAboutNorth Coast Opportunities (NCO) 2018-11-07COU No. 1'(i - Th v
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
[Design Professional]
This Agreement, made and entered into this .7 " -day of A•44( -1% -fl '2018 ("Effective Date"),
by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and NORTH COAST
OPPORTUNITIES (NCO), a non-profit 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 the terms of the California Natural Resources
Agency (CNRA) "Closing the Gap - Northwestern Pacific Rail Trail Phase 3 Project" identified
by the CNRA as Grant Agreement number U29136-0.
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
This project is to construct the final phase of a Class 1 bicycle and pedestrian trail through the
City of Ukiah's downtown corridor. This phase includes construction of a bridge over Orr
Creek, two pocket parks, bioswales, approximately 62 trees, and a 100 -foot -long natural
surface path from the project trail along Orr Creek. Grant -funded elements of the project
include:
• Approximately 0.3 mile of Class 1 bike trail
• Safety enhanced cross walks at Clara Avenue and Ford Street
• Bridge over Orr Creek
• On-site volunteer workforce training and supervision
• Two pocket parks with benches
• Approximately two bioswales
• Solar powered trail lighting
• Interpretive Signage
• Funding Acknowledgment Sign
The Consultant's responsibilities will include 1) Workforce Development, 2) Landscaping and
Planting, 3) Volunteer Recruitment and Oversight, 4) Pocket Park Development, 5) Community
Organization, Partnership Development, and Maintenance, 6) Outreach to Disadvantaged
Communities, and 7) Project Coordination, Documentation, and Reporting.
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 and submit
final invoice for such services by April 1, 2020. Consultant shall complete all work in
accordance with grant requirements and 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 $104,448. 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 B, which shall include all direct and indirect costs
and expenses of every kind or nature. 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 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 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 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
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PAGE 2 OF 0
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.
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.
Design — Prof SvcsAgreement-November 20, 2008
PAGE 3 OF 8
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.
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.
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.
Design — ProfSacsAgreement-November 20, 2008
PAGE 4 OF 8
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. 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.
Design — ProtSvcsAgreement-November 20, 2008
PAGE 5 OF 8
"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 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.
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 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
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PAGE 6 OF 8
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:
Tim Eriksen
City of Ukiah
Department of Public Works
300 Seminary Avenue
Ukiah, CA 95482-5400
9.0 SIGNATURES
Patty Bruder
North Coast Opportunities
413 North State Street
Ukiah, CA 95482
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
BY:6;) 44.064_- //r 8 • /S
Patty Bru er Date
EXECUTIVE DIRECTOR
IRS IDN Number 94-1671958
CITY OF UKIAH
BY: ,c /-
age ngiacomo
CITY ANAGER
Design — ProfSvcsAgreement-November 20, 2008
PAGE 7 OF 8
Date
ATTEST
ia12, Ikg
CITY CLERK Date
APPROVED AS TO FORM
BY:
I (I 7 (1?
apport Date
CITY ATTORNEY
Design — ProtSvcsAgreement-November 20, 2008
PAGE 8 OF 8
ATTACHMENT "A"
Walk & Bike Mendocino is a Program of North Coast Opportunities EIN EIN:94-1671958
*413 N State St Ukiah CA 95482 * 707-467-3220 * walkbike@ncoinc.org * www.walkbikemendo.org
Neil Davis, RN PHN Director
707-972-0926 ndavis@ncoinc.org
Scope of Work"Closing the Gap" NCO Project Manager
Purpose: This scope of work (SOW) describes the work to be completed by the NCO
Project Manager as a consultant to the City of Ukiah as part of the CA Natural
Resources Agency Urban Greening "Closing the Gap" Grant.
The Project Manager will report to the City of Ukiah's City Engineer or his designee. The
City Engineer will focus on the planning and construction of a class one bike path and
bridge. Under the oversight of the City Engineer, the Project Manager will oversee all
other aspects of the project including workforce development, landscaping and
planting, volunteer recruitment and oversight, pocket park planning, and "developing
partnerships with local community organizations and businesses to strengthen outreach
to disadvantaged communities" (Per SB 859).
As outlined in the application for the Closing the Gap project, a primary focus for the
Project Manager will be on developing and maintaining 3(j) "Economic, social, and
health benefits, including, but not limited to, recreational opportunities, workforce
education and training, contracting, and job opportunities for disadvantaged
communities."
All work products, services and documentation shall meet the requirements of the grant
program, and the City of Ukiah.
Cost Proposal
North Coast Opportunities — Project Manager $91,800
Ford Street Project (subconsultant) - Workforce Development Coordinator $12648
Total Not -To -Exceed Cost: $104,448
WALK
MENDOCINO
Avg Hours/week
Task 1
Workforce Development
2
la
In coordination with the Ford Street Project Workforce Development
Coordinator (WDC) develop a training plan for Native Plant Landscape Worker
Development
lb
Act as liaison with WDC and City Staff
lc
Provide oversight, collect data, and report WDC activities to City Engineer
ld
Assist WDC with procurement and delivery of necessary materials
le
Troubleshoot and assist WDC with unplanned contingencies
if
Provide communication training and recruit Ford Street Project clients as
ambassadors for the project
Task 2
Landscaping and Planting
4
2a
Review plant list and develop a workplan and timeline for acquiring, preparing,
and planting native plants for the entire project
2b
Develop landscape plan for trailside planting
2c
Arrange for seed/plant propagation sites and volunteer gardeners to propagate
local native strains
2d
Coordinate activities of Ford Street WDC and Community organizations /
volunteers
2e
Monitor planting and landscaping activities to ensure quality and maximize
plant survival rate
2f
Assist volunteers and partner organizations with procurement and delivery of
necessary materials, supplies, and tools
29
Move rainwater collection gazebo to new site
2h
Troubleshoot and assist volunteers with unplanned contingencies
2i
Provide before, during and after photos of landscaped areas, and photos of
workforce activities, prepared with dates and descriptions, for grant
documentation purposes.
Task 3
Volunteer Recruitment and Oversight
4
3a
Recruit and assist Subject Matter Experts in the preparation of volunteer
trainings to include project ambassador training
3b
Recruit volunteers to assist with native grass seed collection and propagation,
and native plant propagation.
3c
Organize and oversee volunteer preparation of native grasses for planting
3d
Ongoing volunteer recruitment and retention activities to include recruitment
events
3e
Prepare and facilitate volunteer leadership trainings with an emphasis on
project sustainability and project ambassador training
Task 4
Pocket Park Development
2
4a
Prepare designs and obtain approval as appropriate for pocket parks within
railroad right-of-way.
4b
Manage cessation of unapproved parking activity at southern pocket park
location.
Task 5
Community Organization Partnership Development and Maintenance
4
5a
Recruit Non-Profit/community organizations, and Subject Matter Experts to
assist with the planning, planting, and maintenance of native plant gardens
along the trail and in pocket parks.
5b
Plan and facilitate community meetings to solicit neighborhood input on pocket
park plans
5c
Identify and preemptively manage neighborhood opposition (i.e., NIMBY,
competing interests) as may arise
5d
Convene annual volunteer and neighborhood appreciation event
Task 6
Outreach to Disadvantaged Communities
2
6a
Meet monthly or as needed with neighborhood stakeholders and opinion
leaders to maintain communication and reinforce community partnerships.
6b
Disadvantaged neighborhood canvassing to solicit project input/feedback
6c
Disadvantaged neighborhood canvassing to recruit diverse volunteer
participation
6d
Coordinate with Native American Community through Red Road to Recovery
and Grace Hudson Museum to assure cultural competency of project
Task 7
Project Coordination, Documentation and Reporting
2
7a
Recruit Closing the Gap Project Leadership team
7b
Develop Closing the Gap (Rail Trail) volunteer communication strategy and
tools
7c
Provide social and traditional media relations
7d
Meet monthly and as needed to coordinate community and City Staff efforts
7e
Collect project data to include # of plantings, survival rate, volunteer rate,
volunteer hours, workforce development reporting, in-kind donations, partner
organization involvement rate, pedestrian and bicycle trail use rates, and other
measures as may be deemed beneficial
7f
Closing the Gap Ribbon Cutting Ceremony
ATTACHMENT "B"
Walk & Bike Mendocino is a Program of North Coast Opportunities EIN EIN:94-1671958
*413 N State St Ukiah CA 95482 * 707-467-3220 * walkbike@ncoinc.org * www.walkbikemendo.org
Neil Davis, RN PHN Director
707-972-0926 ndavis@ncoinc.org
NCO Project Manager/Director of Walk & Bike Mendocino
Billing Rate = $55/hour
&BIKE
MENDOCINO