HomeMy WebLinkAboutGHD, Inc. 2020-02-11COU No. I I' 1117
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this /1 'n day of , 204-9 ("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 biological monitoring services related to the
Northwestern Pacific Rail Trail for City Specification No. 19-16.
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 six (6) years from receipt of the Notice to Proceed, unless extended
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 $19,179. Labor charges shall be
based upon hourly billing rates for the various classifications of personnel employed by
Std Pro1Sv+cSAgreemeat November 20, 2008
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COU No.
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 - P,cfSvcsAg,ccr0c,,. Kovcrabe, 20, 2UJ8
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COU No.
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.
Worker's Compensation Insurance as required by the Labor Code of the
State of California and Employers Liability Insurance.
Errors and Omissions liability insurance appropriate to the consultants
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: S1,000,000 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 . ProfSvcsAgreemcnt- November 2C, 2038
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COU No.
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.
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.
Std - PmfSvaAgreement- November 20. 2003
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COU No.
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
contract execution date to one year prior to completion of the scope of
work.
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.
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
COU No.
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 givers 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
Std - ProtSvesAgrccmcat- November 20, 20.00
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COU No.
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 GHD, INC.
ATTN: DEPT. OF PUBLIC WORKS ATTN: BILL SILVA
300 SEMINARY AVENUE 2235 MERCURY WAY,
UKIAH, CA 95482 SANTA ROSA, CA 95407
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
BY:
PRINT NAME: William Silva, P.E., Principal
98-0425935
IRS IDN Number
( CITY MANAGER
ATTEST
cf/146h
ITY CLERK
S:d — ProfSvcsAgrcement- November 20. 2008
PAGE 7 OF 7
Wit -7/19
Date
02 1/ 4Z -0,Z 0
Date
al
Date
July 15, 2019
Andrew Stricklin
Management Analyst -Engineering
City of Ukiah
Attachment 'A'
RE: Amendment for Biological Monitoring Services during Construction — Northwestern Pacific Rail
Trail Phase 2 & 3
Dear Mr. Stricklin:
Thank you for the opportunity to present this amendment for the above -referenced biological services.
Project Understanding
The City proposes to construct the Northwestern Pacific Rail Trail Phase 2 &3 (project), which would
extend the existing Northwestern Pacific Rail Trail within the Northwestern Pacific Railroad Corridor by 0.8
mile under Phase 2 and 0.3 mile under Phase 3. Phase 2 of the project would extend the pathway from
Gobbi Street at the north end to Commerce Drive at the south end. Phase 3 of the Project would
commence from the terminus of the Phase 1 trail at Clara Avenue, to the Ukiah City Limit at Brush Street.
The pathway would consist of a 10 -foot -wide asphalt concrete paved pathway, with 2 -foot -wide gravel
shoulders on either side, for a total width of 14 feet and would require the installation of two pedestrian
bridges, one over Doolin Creek and one over Orrs Creek.
The project is currently programmed to begin construction in Summer 2019 and be completed in 3
months. The following scope of services is related to the two CDFW and one RWQCB permits issued to
the City with specific requirements to be implemented during and after the construction phase.
Scope of Services
Based on our preliminary review of the CDFW permit, we propose to provide the following tasks to
complete the requested biological monitoring services:
• Task 1 — Project Management and Communication
• Task 2 — Notification of Work Initiation and Completion
• Task 3 — Pre -Construction Surveys and Verify Installation of Exclusion Fencing
• Task 4 — Worker Training Session
• Task 5 -- Mitigation Planting Annual Monitoring and Reporting
GHD
2235 Mercury Way Suite 150 Santa Rosa California 95407 USA
T 707 523 1010 F 707 527 8679 W www.ghd.com
1,110" t1.111,11.11
SO 9001
la 444444 011 ;.
• Task 6 (optional) — On -Call Biological Monitoring
1. Project Management and Communication
GHD will coordinate with the City, the project support team. and the CDFW agency representative to
schedule and complete all included tasks. This will include coordination to approve biologist's credentials
and experience per CDFW standards, scheduling of GHD staff for applicable field work, and
communication with City staff.
2. Notification of Work Initiation and Completion
GHD will notify CDFW of the start of work, as well as the completion of construction. The notification of
work initiation shall be submitted to the agency within the 7 -day period preceding the start of work.
Subsequently, the notification of completion shall be no later than 7 days after the project is completed.
The notification of completion shall include photographs of the completed work and a summary of the
CNDDB submissions, as required by the permit and if needed.
3. Pre -construction Surveys and Worker Awareness Training Verify
Installation of Exclusion Fencing
If project -related construction activities are scheduled during the nesting season of protected raptors and
other avian species, a CDFW-approved biologist will conduct a focused pre -construction survey for active
nests within 5 days prior to the beginning of project -related activities. Any active nests identified along the
surveyed portion of the corridor will be marked with an appropriately -sized buffer to minimize the risk of
construction disturbance. Additionally, during the nesting bird pre -construction survey, the two creek
crossings will be cleared for Foothill Yellow -legged Frog (FYLF) and western pond turtle. Both of these
species have the potential to occur within the project area and must be surveyed for.
Survey results for all three species will be presented to the client via a biological memo. GHD will consult
with the City and CDFW, as appropriate, regarding survey results at the project site. If no active nests,
presence of FYLFs, or western pond turtles are found during the survey(s), then no consultation would be
necessary.
A qualified biologist will provide a training session for work personnel to identify special -status species
which may be in the area, their general behaviour, how they may be encountered in the work area, and
procedures to follow if encountered.
2
WWI
4. Verify Installation of Exclusion Fencing
Prior to beginning work along the banks and over Doolin Creek and Orrs Creek, GHD will verify the
exclusion fencing has been installed correctly. It is assumed that both creeks can be observed on the
same site visit.
5. Mitigation Planting Annual Monitoring and Reporting
The 300 -square -foot mitigation area will be monitored annually for five years. noting the yearly survival
count, estimate of percent plant cover, and height of each tree. This proposal includes five site visits and
time to prepare annual reports, which would include the above -listed components and photographs of the
plantings. GHD will provide draft and final reports to the City, and final reports to CDFW and RWQCB
each reporting year.
6. On -Call Biological Monitoring (Optional)
A qualified biologist will be available to monitor the project site during construction, should the Orrs Creek
Channel be wetted and require such monitoring. This task includes up to 40 hours of on-call services
including travel time and mileage.
Deliverables
1) Notification of Initiation
2) Pre -Construction Survey Biological Memo
3) Construction Worker Awareness Training (1)
4) Annual Mitigation Monitoring Reports (5)
5) Notification of Completion
General Assumptions and Exclusions
This proposal is based on the following assumptions:
a. The City will communicate with GHD when the Project will begin and when it completes
construction.
b. Final photographs of the completed Project will be taken by the City or City's contractor and
provided to GHD.
c. The worker training will occur on the same day as the pre -construction surveys and that all
contractor personnel will be in attendance. If the contractor does not appear, another contractor is
brought on during a later phase or another instance occurs that triggers the need for another
worker training, GHD may need a contract amendment.
3
d. No nesting birds are found during the pre -construction survey.
e. The creek channels will be dry at the time of construction at each creek location, otherwise
additional biological surveys and monitoring would be necessary.
f. FYLF exclusion fencing can be verified at both creek crossing, in one site visit.
g. The mitigation planting area will meet the survival criteria and not require monitoring past 5 years.
h. The City will be responsible for watering, and re -planting if needed, the mitigation area.
i. No guarantees, expressed or implied, are made by GHD regarding final approval or acceptance
by the agencies of survey results, project plans, or mitigation plantings.
Proposed Fee
The proposed fee for this scope of work is a time -and -materials fee not to exceed $19,179. We appreciate
the opportunity to work with you on this project. If you have any questions, please feel free to contact me.
Sincerely,
GHD Inc.
Haley Cahill
Environmental Planner
Attachments:
1. Fee Estimate
4
Attachment 1
Fee Estimate
City of Ukiah
Biological Services for NWP Rail Trail Phase 2 & 3
July 15, 2019
Optional Task
Biological Monitoring FYLF if Channel Wetted*
2
40
42
55,720
$252
$900
$6.870
TOTAL with Optional Task 4
20
137
3
164 522,537
5984 $2.530 526,049
*Assuming 5 days
QA/QC
Environmental
Lead
Biologist 1
Botanist
Admin
Staff
Total
Labor
Hours
Labor Cost
Office
Consumables
Direct
Expenses
Total
Tasks
$190
S140
S136
S115
'=i:,1 i%. i{ i ;} p :r`", ,,fit
Task 1- Project Management and Communication
2
6
2
10
S1.450
$60
$1.510
Task 2- Notification of Initiation and Completion
1
2
1
4
S606
$24
$630
Task 3 - Pre -construction Surveys and Worker Training Session (1 site
vists)
4
28
32
$4,368
$192
$450
$5.010
Task 4 - Verify Exclusion Fencing (1 site visit)
1
8
9
51,228
554
$180
51.462
Task 5 - Mitigation Planting Annual Monitoring/Reporting )5 site visits)
1
5
60
1
3
67
122
59,165
516,817
5402
5732
51.000
510,567
$19,179
TOTAL
4
18
97
$1,630
Optional Task
Biological Monitoring FYLF if Channel Wetted*
2
40
42
55,720
$252
$900
$6.870
TOTAL with Optional Task 4
20
137
3
164 522,537
5984 $2.530 526,049
*Assuming 5 days