HomeMy WebLinkAboutRock Solid and Schubbe Consulting 2024-05-14 COU NO. 2122-239-01
CITY OF UKIAH CONSENT TO ASSIGNMENT AND ASSUMPTION
OF
CONTRACT 2122-239
BETWEEN
ROCK SOLID TRAIL CONTRACTING AND CITY OF UKIAH
THIS ASSIGNMENT AND CONSENT(the"Agreement") is made this 14th day of May
2024, by and between the City of Ukiah, a municipal corporation("City"),Rock Solid Trail
Contracting., a Michigan limited liability company("Assignor") and Schubbe Consulting, a Michigan
corporation("Assignee"),collectively, "the Parties,"with reference to the following:
A. City and Assignor are parties to that certain contract for the preparation of a Doolin
Creek gateway trail concept plan and trail feasibility study, dated May 18, 2022, a copy of which is
attached hereto as Exhibit A.
B. Assignor has requested the City's consent to Assignor assigning the Contract to
Assignees in anticipation of winding up the affairs of Assignor prior to its dissolution.
C. Assignee has agreed to assume the Contract and the obligations thereunder.
D. Assignor has represented to City that it has the staff, equipment, licensing and financial
resources to fully perform in accordance with the requirements of the Contract.
E. The Parties wish to document the terms and conditions upon which the City relies in
consenting to the assignment of the Contract.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants
hereinafter set forth and other consideration the receipt and adequacy of which are hereby acknowledged,
the Parties hereby agree as follows:
1. Assi nment. Effective on May 14,2024, Assignor hereby assigns all of its right,title and
interest in and to the Contract to Assignee and Assignee hereby assumes the Contract and agrees to keep,
perform,fulfill and be bound by all of the terms,covenants and conditions required to be kept,performed,
and/or fulfilled under the Contract.
2. Consent to Assi nment. Based upon the Assignor's representations,the City hereby
consents to the Assignment.
3. Governing Law. This Agreement shall be governed by, and interpreted and enforced
under, the laws of the State of California, without giving effect to conflict of laws principles.
4. Counterparts. This Agreement may be signed counterparts, each of which shall be
deemed an original but when taken together shall constitute one and the same instrument. Counterparts
may be sent for signature by email. Signatures on PDF copies thereof shall be deemed original signatures
for all purposes and such PDF copies shall be admissible as evidence of the agreement in any and all
administrative or judicial proceedings.
5. No Third-Party Beneficiaries. The Parties intend this Agreement for the sole benefit of
the Parties and do not intend to confer any rights under this Agreement or any right to enforce this
Agreement on any person or entity who is not one of the Parties.
1
IN WITNESS WHEREOF,the Parties have executed this Agreement effective as of the day and
year first above written.
CITY OFCUKIAH
By: ss
Sage Sangiacomo, City Manager
ATTEST:
Kristine Lawler(Dec 3,2024 08:18 PST)
Kristine Lawler, City Clerk
ROCK SOLID TRAIL CONTRACTING,LLC
By:
Its: PROJECT MANAGER
SCHUBBE CONSULTING,INC.
By:
Its: Pricipal
2
EXHIBIT A COU No. 2122-239
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 18th day of May, 2022 ("Effective Date"), by and
between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Rock Solid Trail
Contractinq, a limited liability company organized and in good standing under the laws of the state of
MICHIGAN hereinafter referred to as "Consultant".
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to preparation of a Doolin Creek Gateway Trail
Concept Plan and Trail Feasibility Study.
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. 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 $15,096. 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
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.
PAGE 2 OF 7
Consultant warrants and represents that it is a properly licensed professional or professional
organization with a substantial investment in its business and that it maintains its own offices
and staff which it will use in performing under this Agreement.
5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to City.
Consultant has no interest and will not acquire any direct or indirect interest that would conflict
with its performance of the Agreement. Consultant shall not in the performance of this
Agreement employ a person having such an interest. If the City Manager determines that the
Consultant has a disclosure obligation under the City's local conflict of interest code, the
Consultant shall file the required disclosure form with the City Clerk within 10 days of being
notified of the City Manager's determination.
6.0 INDEMNIFICATION
6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2
Consultant shall not begin work under this Agreement until it procures and maintains for the
full period of time allowed by law, surviving the termination of this Agreement insurance
against claims for injuries to persons or damages to property, which may arise from or in
connection with its performance under this Agreement.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office ("ISO) Commercial General Liability Coverage Form
No. CG 20 10 10 01 and Commercial General Liability Coverage — Completed
Operations Form No. CG 20 37 10 01.
2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any
auto" or Code 8, 9 if no owned autos and endorsement CA 0025.
3. Worker's Compensation Insurance as required by the Labor Code of the State
of California and Employers Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the consultant's
profession. Architects' and engineers' coverage is to be endorsed to include
contractual liability.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for bodily
injury, personal injury and property damage including operations, products and
completed operations. If Commercial General Liability Insurance or other form
with a general aggregate limit is used, the general aggregate limit shall apply
separately to the work performed under this Agreement, or the aggregate limit
shall be twice the prescribed per occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for bodily
injury and property damage.
PAGE 3 OF 7
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.
PAGE 4 GE 7
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.
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
PAGE 5 OF 7
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,
PAGE G OF 7
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 ROCK SOLID TRAIL CONTRACTING
CITY MANAGER'S OFFICE JON SCHUBBE
300 SEMINARY AVENUE 8110 W Ford Springs Rd
UKIAH, CALIFORNIA 95482-5400 Bentonville,AR 72712
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
BY: 6/20/2022
Date
PRINT NAME. Jon Schubbe, Vice President
46-5000751
IRS IDN Number
CITY OF UKIAH
BY Jun 30, 2022
Date
CITY MANAGER
ATTEST
zae2 J u n 30, 2022
Kristine Lawler(Jun 30,2022 15:36 PDT)
CITY CLERK Date
PAGE 7 OF 7
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DOOLIN CREEK GATEWAY TRAIL CONCEPT PLAN ATTN: SEAN WHITE
AND TRAIL FEASIBILITY STUDY CITY OF UKIAH
UKIAH, CALiFORNIA 04.25.2022
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PROPOSED SCOPE OF WORK
Rock Solid Trail Contracting, LLC. is pleased to submit this proposal fora gateway trail concept
plan and trail feasibility study for the City of Ukiah, California. In coordination with the City of
Ukiah, Rock Solid proposes to review the project area to determine the type and location of
Facilities that are suitable for the project area and meet the needs of the client and community.
This would include singletrack concept zones and a concept plan talignment for a gateway
trail connecting the community with the water tank location. The analysis would also include
identifying key points of interest such as trailheads, access points, parking facilities and hubs. To
properly assess the project area, Rock Solid will travel to the site to meet with key stakeholders,
conduct a pedestrian survey to identify control paints and collect photo documentation. The
findings of this site analysis will be summarized in a report, which will include a picture and brief
description of each Facility, and recommendations to consider during design and construction.
The report will include a map depicting the location of trail concept zones and the conceptual
layout of the gateway trail. Conceptual single track trails will be grade checked using GIS
software.
Scope:
• Two day scouting trip to project area.
• POF report sumarizing the findings of the feasibilty study,including point of interest matrix and trail matrix
• Geo referenced POF map of proposed trail concept zones,gateway trail alignment,and other points
of interest.
jon@rocksolidtrails. N
call direct:651.238.3292
FEASIBILITY STUDY APPROACH & PLANNING PROCESS
& CONCEPT PLAN Collect& Assemble Geospatial(GIS)Data
DOOLIN CREEK TRAILS AND Define Project Vision
Perform Desktop Analysis
WATER TANK GATEWAY TRAIL Analyze slopes,soil moisture,soil types topography.
waterways.wetlands.property tines&limits,basic
Total Proposed Planning Budget: _$15,096(including terrain factors,access,existing trails&roads,trail heads and parking.
travel expenses) Plan Scouting Strategy
Facilities Under Gonsideration: Site Visit&Ground Scouting
• Gateway Trail • Hike the property to gather data points of potential
leatures(rock features,bridges,etc),special
• Single Track interest areas(overlooks,waterfalls,unique trees
• Trailhead &ecosystems,etc),construction constraints,trail
routing constraints,potential on-site materials,
• Gathering Space access points&material staging areas.
Design Timeline: May-October 2022 Organize& Analyze Site Visit Data
Identify Use Zones
Prepare Feasibility Report& Concept Plan
• Summary outlining the feasibility of trails and
amenities suitable for the project area.
ZONESTRAIL CONCEPT
CONCEPT100
TRAIL
ZONES
TANK
GATEWAY
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jon@)roeksolidtrails. Call direct:651.238.3292
UDGET 7 �j
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*; A, DDCLIN CREEK TRAILS & GATEWAY TRAIL
FEASIBILITY STUDY& CONCEPT PLAN
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2022 Doolin Creek planning Work ?;�r�,
VISIONING, FEASIBILITY PLAN, CONCEPT DEVELOPMENT
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TRAVEL EXPENSES PLANNING TRIP
.Santa Rosa
Gasolineg. ■ ®®
'Travel Contingency
TOTAL lPhase5) S2,136 00
TOTAL COST
TOTAL:VISIONING,FEASIBILITY PLAN.CONCEPT DEVELOPMENT $12,960
TOTAL:TRAVEL EXPENSES S2136 �
TOTAL: $15,096
FINAL DELIVERABLES
• Two day scouting trip to project area.
PDF report sumarizing the findings of the feasibilty study, including point of interest matrix
and trail matrix
• Geo ref ere nced PDF map of proposed trail concept zones, gateway trail alignment, and
other points of interest.
an;�ra�ksollutrails. Ca11direct:651.2.38.3292
CONDITIONS
GENERAL CONDITIONS
SITE ACCESS & DEFINITION
Client will obtain all necessary permits, permissions, and site access for
Rock Solid to complete the proposed/agreed upon work.
Property boundaries will be clearly identifiable to Rock Solid employees
working on site. If property boundaries are disputed or unclear, the client
will provide immediate assistance to clarify boundaries via professional
survey or other means.
PROJECT SCHEDULING
Proposed start and end dates are subject to change, Rock Solid is not
responsible for delays due to uncontrollable circumstances including, but not
limited to; natural disasters and extreme weather.
Final approval for work, and/or 'Notice to Proceed' needs to be provided to
Rock Solid prior to a crew being mobilized to the site.
WARRANTY
Rock Solid provides a I year warranty on all trail built. The warranty goes into
effect after the trail has been paid for and/or accepted by the client.
FEES & BILLING
This proposal is valid for 30 days after issue. Rock Solid reserves the right to
rescind or revise the offer after proposal becomes invalid.
LIABILITY & INSURANCE
Certificates of Insurance will be provided upon request. Any requested
changes to coverage may be subject to additional cost.
jon@rocksolidtrails. M
Cal Id ire ct:651.238.3292
AGREEMENT
KOOK SOLID AGREEMENT
By signing this agreement, the client is retaining the services of Rock Solid
to complete the scope of this work by October 2022 on a time and materials
basis, for an estimated fee of $15,096. Rock Solid will not exceed this cost
without permission from Sean White ❑r other designated City of Ukiah
employee.
Approved for _______
Name & Title
Signature Date
Approved for Ronk Solid
Jon Schubbe, Vice President
Signature (3&/kz' Date 05.09.2022
jon@rocksoiidtrails. 0
Call direct.651.238.3292