Loading...
HomeMy WebLinkAboutCAPA Strategies 2025-06-18COU No. 2425-210 PAGE 1 OF 7 AGREEMENT FOR PROFESSIONAL SERVICES This Agreement, made and entered into this 16th day of June, 2025 (“Effective Date”), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and CAPA Strategies, 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 Urban Heat Mapping Campaign. 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 by October 31, 2025. 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 $21,500. 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 COU No. 2425-210 PAGE 2 OF 7 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 made in two installments: fifty percent (50%) of the total contract amount shall be due and payable upon receipt by City of an initial invoice issued upon execution of this Agreement, and the remaining fifty percent (50%) shall be due and payable thirty (30) days after receipt by City of the final invoice following completion of all services under this Agreement to the satisfaction of City. The final invoice 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. 2425-210 PAGE 3 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. COU No. 2425-210 PAGE 4 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. COU No. 2425-210 PAGE 5 OF 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 (1) year from the 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. 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. 2425-210 PAGE 6 OF 7 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 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 COU No. 2425-210 PAGE 7 OF 7 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 CAPA STRATEGIES DEPT. OF COMMUNITY DEVELOPMENT_ PO BOX 42223 300 SEMINARY AVENUE PORTLAND, OR, 97242 UKIAH, CALIFORNIA 95482-5400 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CONSULTANT ___June 23, 2025_________ Date ____________________ Date BY: __________________________ PRINT NAME: __Joey Williams____ __________________ IRS IDN Number CITY OF UKIAH BY: CITY MANAGER ATTEST ____________________ CITY CLERK Date 07/08/2025 Kristine Lawler (Jul 8, 2025 13:33 PDT) Kristine Lawler 07/08/2025 Proposal: Heat Watch Ukiah, CA September 16th, 2024 Submitted to Blake Adams Chief Resilience Officer City of Ukiah Submitted by Joey Williams CAPA Strategies Portland, Oregon Attachment A Portland, Oregon USA www.capastrategies.com Heat Watch Proposal 2 Heat Watch Ukiah CA This proposal is submitted to Blake Adams, Chief Resilience Officer at the City of Ukiah, who has requested information regarding an urban heat mapping campaign to occur over the summer of 2025. CAPA Strategies (‘CAPA’) is a consulting firm based out of Portland, Oregon (US) that generates data, develops tools, and designs actionable strategies to accelerate societal adaptation to climate change. As a firm that focuses primarily on adaptation to climate change, CAPA’s staff are interdisciplinary scientists that are deeply committed to creating more sustainable, equitable, and resilient places to live. CAPA’s flagship program “Heat Watch” consists of a step-by-step process for conducting community-based heat mapping campaigns, which has been implemented across over 100 cities and communities across the US and internationally. The primary purpose of this project is to assess the distribution of urban heat across the urban area of Ukiah at three times (morning, afternoon, and evening) on one day exhibiting baseline urban heat island conditions (i.e. high temperatures, low wind speed, no precipitation and low cloud cover) during the summer of 2025. The following sections describe the three components of the Campaign Activities, including Planning & Engagement, Data Collection, and Analysis & Outputs. I. Campaign Activities 1. Planning & Engagement Central to CAPA Heat Watch campaign is the involvement of local community members. By involving a primary organizer and local community members, we ensure that the outputs are of direct value for high-priority planning efforts, and to create ‘civic legitimacy’ for the process and results. Campaign organizers bring local knowledge to capture the necessary place-based data, while community members enable a campaign that spans large areas and multiple time periods. By engaging local communities in describing the distribution of urban heat, we will achieve three objectives: i. Establish a local partnership with members from select organizations throughout the area to carry out a volunteer-based heat mapping campaign; ii. Increase public awareness and interest in the relationship between climate hazards, health, urban planning, equity and resilience; and iii. Generate locally relevant and spatially explicit datasets to prioritize interventions to mitigate extreme urban heat. Portland, Oregon USA www.capastrategies.com Heat Watch Proposal 3 We follow initial kickoff and project planning meetings with local organizers recruiting community members to understand the purpose and aims of the campaign as well as the logistics involved. Volunteers can contribute to the design of the study by providing “places of interest” (POI) to be included in data collection routes, which CAPA will design. CAPA will also support the training of volunteers with instructional materials. Volunteers will generally commit between 2 to 6 hours for the completion of the campaign, between training, data collection, and coordination. CAPA encourages compensation of volunteers’ time in the form of direct payment by local organizers. To advise on planning and coordination steps, CAPA will meet regularly with the Heat Watch team. A robust set of materials for outreach, tracking, participant training and more are provided in a Google Drive Starter Kit, divided into Organizer Resources and Volunteer Resources. Participants in Heat Watch Chicago. 2. Data Collection Pending forecasts of high temperatures, low cloud-cover, low wind speeds, and low chances of precipitation (baseline UHI conditions), the campaign is intended to occur on one day in June, July or August, 2025. The study area will encompass a total of up to 81 square miles of Ukiah. The overall study area will be divided into data collection routes to be conducted at morning (6AM to 7AM), afternoon (3PM to 4PM), and evening (7PM to 8PM). Each route will require a driver and navigator pair (navigators are required for safe driving and wayfinding) to be recruited and trained. Additional participants can be engaged by trading off sensor equipment. CAPA provides the sensor equipment required for data collection. Portland, Oregon USA www.capastrategies.com Heat Watch Proposal 4 On a campaign day with sufficient conditions, volunteers will secure mobile monitoring equipment to their vehicle and traverse a designated route, collecting temperature and humidity measurements every one second. Over the course of the three one-hour traverses at morning, afternoon, and night, volunteers accumulate thousands of data points across the diversity of land covers within a given area. Passing familiar neighborhood parks, schools, and residential areas, as identified by the “Places of Interest” survey and to be incorporated into the driving routes by CAPA, volunteers explore the connection of the urban landscape to heat and climate resilience. 3. Analysis and Outputs Once equipment is collected and returned to CAPA, data scientists clean and process the traverse data to be returned to campaign participants through maps and openly-available datasets. Area-wide models of heat are also provided using an innovative machine-learning algorithm and-cover data from spectral bands of satellite imagery. The resulting 10-meter resolution maps will describe air temperatures and heat indices during the three periods of the day within the study area. Outputs include shapefiles with processed traverse points and area- wide raster models, which are delivered directly to the participating organizations. Participants will also receive a summary report describing the overall effort, findings, and advised next steps. The lead organizer and volunteer team will convene again after the participants have read the report to discuss and review the campaign, its findings, and potential applications. To garner feedback and insight into changes in interest and perceptions of climate resilience, volunteers are asked to complete a short follow-up survey. As such the final deliverables of these three phases are as follows: i. Complete set of processed data representing the individual traverse points; ii. Complete area-wide models that describe at 10m resolution the distribution of temperature and heat indices at morning, afternoon, and evening; iii. A report that summarizes the methodology includes map images from the morning, afternoon, and evening. II. Timeline The expected period of performance for the Heat Watch campaign is March to October, 2024. CAPA will be expected to adhere to the following timeline, weather permitting. Component Timeline, 2025 1. Planning & Engagement March - May Portland, Oregon USA www.capastrategies.com Heat Watch Proposal 5 2. Data Collection June, July or August 3. Analysis & Outputs September - October III. Budget For the heat mapping components one through three, CAPA requires a total of $21,500. This price is based on the allotted study area and is subject to change based on additional study area requested. Thank you for considering this proposal -- we look forward to working with you! Joey Williams CAPA Manager jw@capastrategies.com 281-743-0543