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HomeMy WebLinkAboutGHD, Inc. 2022-06-16COU No. 2122-165 1 AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement, made and entered into this 16th day of June, 2022 (“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 flood mapping review support. 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 the time coordinated with the City. 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 $19,272.00. 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 for in the attached Attachment B, which shall include all indirect costs and expenses of every kind or nature, except direct COU No. 2122-165 2 expenses. The direct expenses and the fees to be charges for the same shall be 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. COU No. 2122-165 3 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. COU No. 2122-165 4 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. Any deductible or self-insured retentions shall be declared to the City and shall be paid by consultant. 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. COU No. 2122-165 5 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 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. Immediately upon notice to Consultant that the coverage under any insurance policy required by this Section D.4 is suspended, voided, canceled or reduced in coverage or amount Consultant shall notify the City in writing of such changes and shall provide substitute coverage that complies with this Section 6.1.D. 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. 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 COU No. 2122-165 6 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 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 litig ation 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 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 COU No. 2122-165 7 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, 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 RAYMOND WONG 300 SEMINARY AVENUE PO Box 7967 UKIAH, CA 95482-5400 SANTA ROSA, CA 95407 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: GHD INC BY: __________________________ ____________________ RAYMOND WONG PROJECT MANAGER Date __________________ IRS IDN Number CITY OF UKIAH BY: ____________________ SAGE SANGIACOMO CITY MANAGER Date MATTHEW G. KENNEDY, PE PRINCIPAL ENGINEER June 16, 2022 98-0425935 Jun 30, 2022 COU No. 2122165 8 ATTEST ____________________ KRISTINE LAWLER CITY CLERK Date Kristine Lawler (Jun 30, 2022 15:35 PDT) Kristine Lawler Jun 30, 2022 The Power of Commitment 2021 FEMA Flood Mapping Review Support 2235 Mercury Way, Suite 150 Santa Rosa, CA 95407 USA www.ghd.com 27 April 2022 Tim Eriksen, PE Director of Public Works/City Engineer City of Ukiah Public Works Department 300 Seminary Avenue Ukiah, CA 95482-5400 2021 FEMA Flood Mapping Review Support Dear Mr. Eriksen GHD is pleased to provide this proposal for professional services in support of the evaluation of the Department of Homeland Security’s Federal Emergency Management Agency (FEMA) updated Flood Insurance Rate Map (FIRM) panels and Flood Insurance Study (FIS) reports for Mendocino County. FEMA Risk Analysis Branch Chief for Region IX, Alison Kerns, sent a letter to the City of Ukiah (City) Mayor, Honourable Juan Orozco, dated February 4, 2021 to notify an update on the FEMA FIRM mapping. In the letter, FEMA requested that the City respond to the update through review and comment by April 18, 2021, with the caveat that there will be additional opportunities to provide feedback on the Special Flood Hazard Area delineations before being finalized. To support the City to respond to the FEMA notification on the mapping update, GHD proposed to providing feedback by comparing the preliminary 2021 models and mapping to the effective 2011 versions. The mapping comparison review includes: – Coordination with key stakeholders – Obtain preliminary hydrologic and hydraulic models, and available supporting Geographic Information System (GIS) files – Compare floodplain mapping within an ArcGIS platform and identify changes between 2011 and 2021 mapping – Investigate changes in hydrologic and hydraulic modelling and analysis – Document the findings and recommendations in a technical memorandum (TM) This will be a high-level review with recommendations for further study and collaboration as needed. Based on our understanding of the City needs, and our experience to similar supporting task, the following is a GHD proposed scope of service to support the City to review the FEMA mapping update. Task 1: Project Management GHD will conduct monthly progress and coordination meetings with the City. We will document meetings by providing an agenda and meeting summary, as well as potential handouts and preparation of power point slides as required for each meeting. The anticipated project meetings include: – Kick-off meeting. – Monthly progress and coordination meetings. It has been assumed that all meetings will be virtual using Microsoft Teams or other platform that the City prefers and all documents will be provided to the City in electronic form. ATTACHMENT A The Power of Commitment 2021 FEMA Flood Mapping Review Support 2 Task 2: Stakeholder Coordination GHD will identify and engage stakeholders including FEMA, STARR II, Mendocino County (County) and the City. The intent of this task will be to gain insight into different perspectives, an understanding of the timeline, and coordinate review and commenting to provide feedback to FEMA. We anticipate that the level of effort will include three (3) meetings with FEMA and STARR II and one (1) meeting with the County. We will document meetings by providing an agenda, meeting summary, and sign-in sheet, as well as potential handouts and preparation of power point slides as required for each meeting. The anticipated project meetings include: – Meeting with FEMA and STARR II to set the timeline and gather materials. – Meeting with FEMA and STARR II to discuss initial findings. – Meeting with the County to gain County perspective and intent, and to coordinate mapping review efforts. – Meeting with FEMA and STARR II to discuss review findings and recommendations. It has been assumed that all meetings will be virtual using Microsoft Teams or other platform that the City prefers and all documents will be provided to the City in electronic form. Task 3: Hydrologic, Hydraulic Modelling Review and GIS Mapping The effective 2011 FIS and SFHA will be compared to the 2021 and any discrepancies investigated through a detailed review of preliminary modelling versus assumptions used in the effective modelling. The analysis will include an inventory of information reviewed and recommendations for resolving any discrepancies. It is noted that no new modelling or analysis will be conducted (review only). Task 4: Reporting GHD will prepare a draft TM and a final TM. The final TM will be completed after review and comment from the City. It has been assumed that all comments will be incorporated into one revision round. Project Team The scope of work will be conducted by the Hydrologic and Hydraulic Engineering Team with the following team members proposed for this project. Raymond Wong will be responsible as the Project Manager and provide technical supervision and resourcing for the project. Steve Allen will act as the Project Director ensuring that all ISO 9001 checks and balances have been completed. Paul Glenn will be our Project Engineer to provide technical review on the hydrology and hydraulic analysis, and floodplain mapping. Matt Kennedy will be our client manager and will be available as needed to provide additional support and coordination. An introduction of our Hydrologic and Hydraulic Engineering Team is summarized in the following table: The Power of Commitment 2021 FEMA Flood Mapping Review Support 3 Steve Allen, PE - Project Director Steven Allen is a proud, third generation native of the North Coast bringing over 24 years of experience to our team, overseeing projects involving hydrology, hydraulics, fluvial geomorphology, floodplain design, channel restoration, wetland mitigation construction, stream bank protection, bioengineering techniques, stormwater management and flood control, open channel water conveyance, grading plans, erosion and sediment control design and plans, construction services, and regulatory compliance in sensitive environments. Steven has served in a high-level leadership capacity for all of restoration experience on the North Coast (notably leading our West Coast Water Restoration Group) and has led habitat restorations, enhancements, and passage improvements for agencies throughout Northern California, such as the BCRAA, the Humboldt County RCD, the California Water Service Company (CalWater), CalTrout, the California Coastal Conservancy (CCC), Alameda County Water District, and California Department of Fish & Wildlife (CDFW), as well as for such cities as Trinidad, Fortuna, and Eureka, and local tribal entities. Raymond Wong, PhD, PE, LEED AP, CFM - Project Manager Dr. Raymond Wong is an ASFPM Certified Floodplain Manager specializing in water resources engineering including urban flood protection, stream restoration, and watershed planning and management. His technical emphasis includes hydrology, hydraulic, geomorphology, and numerical modeling. Raymond is a proven technical leader, managing multi-discipline teams to deliver timely and high-quality services to clients. He has consulted on numerous storm drainage floodplain coupled studies and modeling projects, developed and advised on over $200 million of Capital Improvement Projects (CIP) for his clients. Raymond received his honor undergraduate degree at the University of Toronto and graduate degrees at Stanford University and University of California - Berkeley. His research work studied flood control projects and watershed programs in the San Francisco Bay Area, Los Angeles Area, Milwaukee, Toronto, Beijing, and Singapore, and he has presented at conferences and workshops across the US and internationally, such as in France and China. Paul Glenn, PE, PG - Project Engineer Paul is a project manager, civil engineer, and hydrogeologist with over 22 years of experience in delivering water resources related projects. His skills are specialized in stormwater and water quality, surface water, and groundwater assessments including hydrological and hydraulic analysis; stormwater and water quality master planning and design; flood mitigation alternatives and design; groundwater flow and contaminant transport analysis; groundwater dewatering, injection, and remediation design; and geotechnical engineering. As part of assessment and evaluations, Paul has developed significant experience in hydrologic, hydraulic, and water quality modeling for both surface water and groundwater environments. In 2017, Paul was designated as a Subject-Matter Expert (SME) technical review representative on behalf of the Federal Emergency Management Agency (FEMA) responsible for the review of hydrology and hydraulics as well as levee/floodwall designs related to letters of map revision (LOMR) and conditional letters of map revisions (CLOMR). The Power of Commitment 2021 FEMA Flood Mapping Review Support 4 Project Fee and Schedule We anticipate that all tasks can be completed within three months after receiving notice to proceed. GHD proposes a time-and-materials fee not to exceed $19,272 to complete the review. The attached fee table outline the proposed fee and staff hour estimates for each task. We welcome the opportunity to work with you on this important study, and look forward to contributing to its success. Should you have any questions, please do not hesitate to contact me. Sincerely, GHD Raymond Wong, PhD, PE, CFM, LEED AP Project Manager 650.867.3304 raymond.wong@ghd.com City of Ukiah 2021 FEMA Flood Mapping Review Support 4/27/2022 Pr o j e c t D i r e c t o r Pr o j e c t M a n a g e r Pr o j e c t E n g i n e e r En g i n e e r St a f f E n g i n e e r GI S S p e c i a l i s t Ad m i n Hours Labor Subtotal Total $316.5 $266.5 $266.5 $246.5 $201.5 $181.5 $116.5 Task 1 - Project Management 1 4 7 0 0 0 0 12 $3,248 $3,248 $3,248 Kick-off Meeting 1 2 3 6 $1,649 $1,649 $1,649 Monthly Progress Meetings 2 4 6 $1,599 $1,599 $1,599 Task 2 - Stakeholder Coordination 0 8 8 0 0 0 0 16 $4,264 $4,264 $4,264 Four (4) Meetings 8 8 16 $4,264 $4,264 $4,264 Task 3 - Hydrologic, Hydraulic Modeling Review and GIS Mapping 2 2 9 5 7 8 0 33 $7,660 $7,660 $7,660 Review 1 1 5 5 7 8 27 $6,011 $6,011 $6,011 Recommendations 1 1 4 6 $1,649 $1,649 $1,649 Task 4 - Reporting 2 2 6 3 0 2 2 17 $4,101 $4,101 $4,101 Draft and Final TMs 2 2 6 3 2 2 17 $4,101 $4,101 $4,101 GRAND TOTAL 5 16 30 8 7 10 2 78 $19,272 $19,272 $19,272 ATTACHMENT B