HomeMy WebLinkAboutGHD, Inc. 2020-02-03COU No. ______________
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
[Design Professional]
This Agreement, made and entered into this day of , 2020 (“Effective Date”), by
and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and GHD Inc., a
Corporation 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 Environmental Services: Permitting for
Maintenance of Gibson Creek Box Culvert at School Street.
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 90 days 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 $11,800. 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
2021-166
3rd February
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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 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
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.
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Consultant warrants and represents that it is a properly licensed professional or professional
organization with a substantial investment in its business and that it maintains its own offices
and staff which it will use in performing under this Agreement.
5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to City.
Consultant has no interest and will not acquire any direct or indirect interest that would conflict
with its performance of the Agreement. Consultant shall not in the performance of this
Agreement employ a person having such an interest. If the City Manager determines that the
Consultant has a disclosure obligation under the City’s local conflict of interest code, the
Consultant shall file the required disclosure form with the City Clerk within 10 days of being
notified of the City Manager’s determination.
6.0 INDEMNIFICATION
6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for the
full period of time allowed by law, surviving the termination of this Agreement insurance
against claims for injuries to persons or damages to property, which may arise from or in
connection with its performance under this Agreement.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1.Insurance Services Office ("ISO) Commercial General Liability Coverage Form
No. CG 20 10 10 01 and Commercial General Liability Coverage – Completed
Operations Form No. CG 20 37 10 01.
2.ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any
auto" or Code 8, 9 if no owned autos and endorsement CA 0025.
3.Worker's Compensation Insurance as required by the Labor Code of the State
of California and Employers Liability Insurance.
4.Errors and Omissions liability insurance appropriate to the consultant’s
profession. 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.
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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.
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.
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3.Professional Liability Coverage
If written on a claims-made basis, the retroactivity date shall be the effective
date of this Agreement. The policy period shall extend for one year after
completion.
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
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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
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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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.
DEPT. OF PUBLIC WORKS____________ 2235 Mercury Way, Suite 150
300 SEMINARY AVENUE Santa Rosa, CA 95407
UKIAH, CALIFORNIA 95482-5400
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
BY: __________________________ _February 5, 2021__________
Date
PRINT NAME: Matthew G. Kennedy, Principal
IRS IDN Number _98-0425935__________
CITY OF UKIAH
BY: ____________________
SAGE SANGIACOMO Date
CITY MANAGER
ATTEST
____________________
CITY CLERK Date
Mar 1, 2021
Kristine Lawler (Mar 1, 2021 15:25 PST)
Kristine Lawler Mar 1, 2021
GHD
2235 Mercury Way, Suite 150, Santa Rosa, CA 95407 USA
T 707 523 1010 F 707 527 8679 W www.ghd.com
January 20, 2021
Tim Eriksen, PE
Director of Public Works/City Engineer
Public Works Department
City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482-5400
RE: Proposal for Professional Environmental Services: Permitting for Maintenance of Gibson Creek
Box Culvert at School Street, Ukiah, CA
Dear Mr. Eriksen:
GHD is pleased to provide this proposal for professional environmental services in support of permitting
maintenance activities at the School Street culvert crossing of Gibson Creek, including 100 feet above and
100 feet below the crossing. The hydraulic capacity of the culverts has been reduced due to accumulation
of sediment and cobblestone, resulting in seasonal flooding of adjacent residences. The goal of the
project is to remove the material from the culverts and adjacent upstream and downstream channel to
restore the hydraulic capacity of the channel and reduce or eliminate the future flooding potential in the
area. The following scope of services covers the preliminary investigation into the resource agency
permits needed to conduct this maintenance work. It includes preparing a preliminary Biological Resource
Memo to identify potential sensitive resources at the site, defining the anticipated maintenance activities,
and reaching out to the resource agencies to discuss concerns and strategize on the approach to
successfully permitting the maintenance activities.
Scope of Services
Task 1a Biological Resources Memo
GHD’s biologist will conduct a desktop investigation to compile a list of potential special-status species
that may occur within, or in the vicinity of, Gibson Creek. In addition, a site visit will be performed to
identify habitat along the 200-foot segment of Gibson Creek. A draft and final memo will be prepared of
the findings, including a preliminary habitat map. The purpose of the memo will be to describe the existing
conditions. This will be used as a basis for discussing the project and potential concerns with the resource
agencies with regard to maintenance activities in the creek. It will not constitute a Biological Resources
Study in support of permitting. This preliminary investigation does not include protocol-level special-status
species surveys, wetland delineation, a description of potential impacts, or development of mitigation
measures.
Attachment A: Scope of Work
2021-01-20 GHD Proposal.docx 2
Task 1b Define Maintenance Activities
GHD’s engineer will develop a bullet list of the likely activities that may need to occur within and adjacent
to Gibson Creek in support of the maintenance goals of the City. This will be needed to frame the
discussion with the resource agencies.
Task 1c Coordinate with Resource Agencies
GHD’s environmental permitting team will contact the three resource agencies that likely will have
jurisdiction over the project: US Army Corps of Engineers; North Coast Regional Water Quality Control
Board; and California Department of Fish & Wildlife. The intent will be to determine the most efficient path
forward to permit the maintenance activities and early identification of any concerns the agencies may
have and how impacts within the creek can be minimized. A log will be kept of each contact and the
results of the discussion.
Deliverables:
Draft and Final Biological Resources Memo
Maintenance Activities List
Resource Agency Call Log
City Provided Information
1. Access to the project site.
2. Copies of resource agency permits authorizing the existing culvert structure, if any.
3. As-built or other information indicating depth of sedimentation/bottom of culvert.
Fee Proposal
GHD proposes a time-and-materials fee not to exceed $11,800 to complete the scope of services.
Services not included in this proposal can be provided by a negotiated fee at current rates.
We welcome the opportunity to work with you on this important project, and look forward to contributing to
its success. Should you have any questions, please do not hesitate to contact me.
Sincerely,
GHD Inc.
Matt Kennedy, PE, TE
Principal Engineer / Project Manager
Attachments:
1. GHD Standard Rates
Rate Rate
A01 Senior Technical Director 1 $275 C03 Senior Admin Officer 1 $155
A02 Senior Technical Director 2 $255 C04 Senior Admin Officer 2 $125
A03 Senior Technical Director 3 $235 C05 Admin Officer 1 $105
A04 Technical Director 1 $215 C06 Admin Officer 2 $90
A05 Technical Director 2 $195 C07 Admin Officer 3 $75
A06 Senior Professional 1 $170 D01 Business Services Manager 1 $275
A07 Senior Professional 2 $155 D02 Business Services Manager 2 $255
A08 Professional 1 $135 D03 Senior Admin Officer 1 $215
A09 Professional 2 $120 D04 Senior Admin Officer 2 $170
A10 Professional 3 $110 D05 Admin Officer 1 $155
A11 Intern $80 D06 Admin Officer 2 $110
B01 Lead Design Technician 1 $250 D07 Admin Officer 3 $100
B02 Lead Design Technician 2 $225 D08 Admin Officer 4 $90
B03 Lead Design Technician 3 $205 D09 Admin Officer 5 $85
B04 Senior Design Technician 1 $165 D10 Admin Officer 6 $75
B05 Senior Design Technician 2 $155 S01 Senior Construction Manager $250
B06 Design Technician 1 $145 S02 Construction Manager $205
B07 Design Technician 2 $130 S03 Lead Site Engineer/Supervisor $175
B08 Drafting/Design 1 $120 S06 Lead Inspector $165
B09 Drafting/Design 2 $110 S07 Senior Inspector $150
B10 Drafting/Design 3 $100 S08 Inspector / Specialist 1 $135
B11 Drafting/Design 4 $90 S09 Inspector / Specialist 2 $110
B12 Intern Drafting/Design $80 S10 Clerk / Specialist 3 $80
C01 Business Services Manager 1 $250 S15 Operator/Laborer 1 $125
C02 Business Services Manager 2 $210 S16 Operator/Laborer 2 $105
S17 Operator/Laborer 3 $95
1
2
3
4
a. General Associated Project Charges (APC): $6.50 / hour
b. Environmental Department/Construction Inspector: $11.50 / hour
c. Field Survey APC: $15.00 / hour
5
6
7
8 The Rate Schedule is subject to change annually (July 1st each year).
FY 2021 US West Region Rate Schedule
Reimbursement for direct expenses incurred for proposed services, including sub-consultant services, will be
billed at cost plus 15%
The cost of using equipment and specialized supplies is billed on the basis of employee hours dedicated to the
projects at the following rates
Reimbursement for vehicles used for proposed services will be at the federally approved mileage rates or at a
negotiated monthly rate.
If prevailing wage are applicable, the above billing rates and APC will be adjusted proportionate to the
increase in labor cost
Overtime for non-exempt employees will be charged at 1.5 times the hourly billing rate.
Finance Class Code Finance Class Code
Rates are for employees of all GHD companies.
All travel cost will be invoiced at coach class rates. Lodging and meal expenses will be at cost unless per diem
rate is negotiatied.
Attachment 1