RESOLUTION NO. _____
Resolution Of The City Council Of The City Of Emeryville Authorizing The City Manager To Enter Into A Professional Services Agreement with PlaceWorks In An Amount Not To Exceed $80,124.00 For A Comprehensive Street Tree Audit And Roadmap To Future Expansion Of Emeryville’s Street Tree Inventory. CEQA Determination: Exempt Under Section 15061(b)(3)
WHEREAS, the Emeryville General Plan includes principles, policies, and implementation actions intended to increase and improve street tree coverage throughout Emeryville (Emeryville General Plan Section 4-1, Section 5-2, Policies PP-P-5, UD-P-43, and UD-P-46; and Implementation Action CSN-A-1); and
WHEREAS, the benefits of increased urban canopy include environmental, economic, and quality of life improvements; and
WHEREAS, PlaceWorks has provided a proposal to conduct an analysis of current tree canopy in Emeryville’s Right of Way and plans for optimum use of public space for additional street trees; and
WHEREAS, funding of $120,284.75 is available in CIP Project 18254016 (CIP Book# FM 13) fund 650, account 80050, currently allocated to the Capital Improvement Program project 120,284.75, “City Hall Bay-Friendly Landscaping;” and WHEREAS, CIP project 18254016 was designed to achieve many of the same climate goals as the Comprehensive Street Tree Audit and Roadmap, along with additional environmental and quality of life benefits to the community; and WHEREAS, Staff propose reallocating $80,124 from the $120,284.75 available in CIP Project 18254016 fund 650 account 80050, into a new project number for the purpose of carrying out this proposed study; and
WHEREAS, this project is anticipated to enable the City to access additional funding to increase Emeryville’s urban canopy; now, therefore, be it RESOLVED, by the City Council of the City of Emeryville that the City Manager is authorized to execute a Professional Services Agreement in the amount of $80,124; and, therefore, be it
RESOLVED, by the City Council of the City of Emeryville that the City Manager is authorized to reallocate $80,124 from CIP Project 18254016 fund 650 account, 80050 to a new project number to fund this contract.
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Street Tree Study and Plan
City Council Meeting | November 1, 2022
ADOPTED, by the City Council of the City of Emeryville at a regular meeting held Tuesday, November 1, 2022, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
MAYOR
ATTEST: APPROVED AS TO FORM:
CITY CLERK CITY ATTORNEY
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C A L I F O R N I A
P R O F E S S I O N A L S E R V I C E S C O N T R A C T
F O R C I T Y U S E O N L Y
Contract No. CIP No.
Resolution No. Project No.
REV09/2022 | N:\City_Clerk\Public\Contracts & Agreements\Professional Services Contract THIS PROFESSIONAL SERVICES CONTRACT (“Contract”) is effective as of ____________________ (the “Effective Date”), by and between THE CITY OF EMERYVILLE, a municipal corporation, (“City”) and PLACEWORKS, INC. (“Contractor”), individually referred to as a “Party” and collectively as the “Parties”.
W I T N E S S E T H T H A T
WHEREAS, the City desires to engage Contractor for a Tree Opportunity Inventory, Plans, and Recommendations; and
WHEREAS, the City finds that specialized knowledge, skills, and training are necessary to render the services necessary to do the work contemplated under this Contract; and WHEREAS, the City has determined that the Contractor is qualified by training and experience to render such services; and
WHEREAS, the Contractor desires to provide such services; and, WHEREAS, the public interest will be served by this Contract; and NOW, THEREFORE, the Parties hereto do mutually agree as follows:
1. SCOPE OF SERVICES AND TERMINATION DATE
1.1 Project Description
A complete project description is set forth in the Scope of Work, attached hereto as Exhibit A and incorporated herein by this reference.
1.2 Services
The services to be completed under this Contract (“Services”) are described in the Scope of Work set forth in Exhibit A. The Services shall be performed in accordance with terms, conditions, and specifications set forth herein. To the extent there is a conflict between the Scope of Work, and the terms, conditions, and specifications set forth herein, the terms, conditions, and specifications set forth herein shall govern.
1.3 Schedule and Completion Date
The Services to be provided by Contractor under this Contract shall commence on the Effective Date and terminate on DECEMBER 31, 2023. The Parties may, by mutual, written consent, extend the term of this Contract.
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2. WORK CHANGES
2.1 City Rights to Change
The City reserves the right to order changes in the Services to be performed under this Contract by altering, adding to or deducting from the Scope of Work. All such changes shall be incorporated in amendments executed by the Contractor and the City. Such amendments shall specify the changes ordered and any necessary adjustment of compensation and completion time.
2.2 Additional Work Changes
Any work added to the Scope of Work by an amendment shall be executed under all the applicable conditions of this Contract. No claim for additional compensation or extension of time shall be recognized unless contained in an amendment duly executed on behalf of the City and the Contractor.
2.3 City Manager Execution
The City Manager has authority to execute without further action of the Emeryville City Council, any number of amendments so long as their total effect does not materially alter the terms of this Contract or increase the total amount to be paid under this Contract, as set forth in Section 3.2 below.
3. COMPENSATION AND METHOD OF PAYMENT
3.1 Compensation for Services Performed
City agrees to pay the Contractor for the Services performed and costs incurred by Contractor upon certification by the City that the Services were actually performed and costs actually incurred in accordance with the Contract. Compensation for Services performed and reimbursement for costs incurred shall be paid to the Contractor upon receipt and approval by the City of invoices setting forth in detail the Services performed and costs incurred. The City shall pay the Contractor within forty-five (45) days after approval of the invoice by City staff.
3.2 Total Compensation Amount
The total amount paid under this Contract as compensation for Services performed and reimbursement for costs incurred shall not, in any case, exceed EIGHTY THOUSAND ONE HUNDRED TWENTY FOUR DOLLARS AND NO CENTS ($80,124.00), except as outlined in Section 2.3 above. The compensation for Services performed shall be as set forth in Exhibit A. Reimbursement for costs incurred shall be limited as follows. Long distance telephone and telecommunications, facsimile transmission, normal postage and express mail charges, photocopying and microcomputer time shall be at cost.
Supplies and outside services, transportation, lodging, meals and authorized subcontracts shall be at cost plus no more than a 10% administrative burden.
Automobile mileage shall be no more than the current deductible rate set by the Internal Revenue Service.
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4. COVENANTS OF CONTRACTOR
4.1 Assignment of Contract
The Contractor covenants and agrees not to assign or transfer any interest in, nor delegate any duties of this Contract, without the prior express written consent of the City. As to any approved subcontractors, the Contractor shall be solely responsible for reimbursing them and the City shall have no obligation to them.
4.2 Responsibility of Contractor and Indemnification of City To the fullest extent permitted by law, Contractor shall indemnify, defend, and hold harmless City and City’s members, officers, agents, employees and volunteers, from and against any and all claims, losses, liabilities of every kind, nature and description, damages, injury (including without limitation injury to or death of an employee of Contractor or subcontractors as well as any claim by any employee, agent, Contractor or independent contractor hired or employed by Contractor that such persons or individuals are entitled to any benefit otherwise provided to employees of the City, including coverage under the California Public Employee Retirement System), costs and expenses of any kind, whether actual, alleged or threatened, including, without limitation, incidental and consequential damages, court costs, reasonable attorneys’ fees, litigation expenses, and fees of expert contractors or expert witnesses incurred in connection therewith and the costs of investigation, arising out of, pertaining to, or relating to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Contractor, any subcontractor, anyone directly or indirectly employed by them or anyone that they control. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Contractor. This obligation to indemnify and defend the City, its members, officers, agents, employees and volunteers shall survive termination of this Contract.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.
4.3 Independent Contractor
The Contractor hereby covenants and declares that it is engaged in an independent business and agrees to perform the Services as an independent contractor and not as the agent or employee of the City. The Contractor agrees to be solely responsible for its own matters relating to the time and place the Services are performed; the instrumentalities, tools, supplies and/or materials necessary to complete the Services; hiring of contractors, agents or employees to complete the Services; and the payment of DocuSign Envelope ID: 36D84478-D0EA-4B60-BCC3-CF3806C8D3ED DocuSign Envelope ID: 6046B720-AAB0-4495-A05D-7BA0E051F64B City of Emeryville | Professional Services Contract
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employees, including compliance with Social Security, withholding and all other regulations governing such matters. The Contractor agrees to be solely responsible for its own acts and those of its subordinates and employees during the term of this Contract.
4.4 Insurance
Contractor shall not commence Services under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under Exhibit B, attached hereto and incorporated herein by this reference. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under Exhibit B. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Contract for cause.
4.5 Records, Reports and Audits
4.5.1 Records
A. Records shall be established and maintained by the Contractor in accordance with requirements prescribed by the City with respect to all matters covered by this Contract. Except as otherwise authorized, such records shall be maintained for a period of three years from the date that final payment is made under this Contract. Furthermore, records that are the subject of audit findings shall be retained for three years or until such audit findings have been resolved, whichever is later.
B. All costs shall be supported by properly executed payrolls, time records, invoices, contracts, or vouchers, or other official documentation evidencing in proper detail the nature and propriety of the charges. All checks, payrolls, invoices, contracts, vouchers, orders or other accounting documents pertaining in whole or in part to this Contract shall be clearly identified and readily accessible.
4.5.2 Reports and Information
Upon request, the Contractor shall furnish to the City any and all statements, records, reports, data and information related to matters covered by this Contract in the form requested by the City.
4.5.3 Audits and Inspections
At any time during normal business hours and as often as the City may deem necessary, there shall be made available to the City for examination all records with respect to all matters covered by this Contract. The Contractor will permit the City to audit, examine, and make excerpts or transcripts from such records, and to audit all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and or data relating to all matters covered by this Contract.
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4.6 Conflicts of Interest
The Contractor covenants and declares that, other than this Contract, it has no holdings or interests within the City of Emeryville, nor business holdings, contracts or agreements with any official, employee or other representative of the City. For the duration of this Contract, in the event the Contractor or its principals, agents or employees acquire such a holding, interest, contract, or agreement within the City of Emeryville or with any official, employee or representative of the City in the future, the Contractor will immediately notify the City of such holding, interest, contract, or agreement in writing.
4.7 Confidentiality
The Contractor agrees that such reports, information, opinions or conclusions shall not be made available to or discussed with any individual or organization, including the news media, without prior written approval of the City. The Contractor shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City information whether deemed confidential or not.
4.8 Discrimination Prohibited
The Contractor covenants and agrees that in performing the Services required under this Contract, the Contractor shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, gender identity, marital status, national origin or ancestry, age or disability, except as provided in section 12940 of the Government Code.
4.9 Licenses, Certifications and Permits
The Contractor covenants and declares that it has obtained all diplomas, certificates, licenses, permits or the like required of the Contractor by any and all national, state, regional, county, city or local boards, agencies, commissions, committees or other regulatory bodies in order to perform the Services contracted for under this Contract.
All work performed by Contractor under this Contract shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily expected of competent professionals.
4.10 Key Personnel
The Project Manager is necessary for the successful prosecution of the Services due to their unique expertise and depth and breadth of experience. There shall be no change in Contractor’s Project Manager or members of the project team without the City’s approval. Contractor recognizes that the composition of this team was instrumental in the City’s decision to award the work to Contractor and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Contractor’s obligations under this Contract and shall be grounds for termination.
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4.11 Authority to Contract
The Contractor covenants and declares that it has obtained all necessary approvals of its board of directors, stockholders, general partners, limited partners or similar authorities to simultaneously execute and bind Contractor to the terms of this Contract, if applicable.
4.12 Ownership of Work
All reports, designs, drawings, plans, specifications, schedules, work product and other materials prepared or in the process of being prepared for the Services to be performed by the Contractor (“Materials”) shall be and are the property of the City and the City shall be entitled to full access and copies of all such Materials. Any such Materials remaining in the hands of the Contractor or subcontractor upon completion or termination of the work shall be delivered immediately to the City. The Contractor assumes all risk of loss, damage or destruction of or to such Materials. If any Materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor agrees to execute any additional documents that may be necessary to evidence such assignment.
4.13 City Labor Requirements
4.13.1 Compliance
At the Effective Date, compliance with the City’s living wage ordinance is required / not required for this Contract. If this Contract provides for compensation to Contractor of $25,000 or more within a single fiscal year for providing Services to the City, then Contractor shall comply with the requirements of the City’s Living Wage Ordinance set forth in Chapter 31 of Title 5 of the Emeryville Municipal Code, unless (i) Contractor is a governmental entity, (ii) this Contract is subject to a higher prevailing wage rate as defined in the California Labor Code, or (iii) this Contract is subject to federal or state laws or regulations that would preclude the application of the City’s laws.
4.13.2 Applicability
Compliance with the Living Wage Ordinance, if applicable, shall be required during the term of the Contract for all employees of Contractor who perform at least twenty-five percent (25%) of the work arising from this Contract, unless said employees are otherwise exempt from the application of the Living Wage Ordinance pursuant to Section 5-31.08 of the Emeryville Municipal Code. Contractor shall promptly provide to the City documents and information verifying compliance with the requirements of the Living Wage Ordinance within ten (10) working days following a written request for such documentation and information from the City.
4.13.3 Non-Compliance
Failure to comply with the Living Wage Ordinance provides that a person claiming a violation thereof may bring an action against Contractor for back pay, reinstatement and DocuSign Envelope ID: 36D84478-D0EA-4B60-BCC3-CF3806C8D3ED DocuSign Envelope ID: 6046B720-AAB0-4495-A05D-7BA0E051F64B City of Emeryville | Professional Services Contract
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compensatory damages, as well as a penalty up to three times the amount of damages for a willful violation, plus reasonable attorney’s fees and costs. In addition, the City may terminate the Contract and pursue any other remedies available to the City, including debarment, for violations of the Living Wage Ordinance.
4.13.4 Living Wage
Contractor shall notify each of its affected employees with regards to wages that are required to be paid pursuant to this Contract. “Living Wage” means no less than $17.48 PER HOUR (which is subject to increase annually on July 1st to reflect the twelve-month average increase to the Consumer Price Index for all urban consumers in the San Francisco-Oakland-San Jose Metropolitan Statistical Area for the preceding year from May to April, not to exceed three percent (3%) in any one year) including wages and health benefits. If employer contributions for health benefits are not paid on an hourly basis, the employer must demonstrate to the City the hourly value of such benefits in order to receive credit for such payments to covered employees.
4.13.5 Minimum Wage and Paid Sick Leave
In addition to the Living Wage Ordinance, the Contractor may be required to comply with the City’s Minimum Wage, Paid Sick Leave, and Other Employment Standards Ordinance, as set forth in Chapter 37 of Title 5 of the Emeryville Municipal Code, to the extent it is applicable.
4.14 California Labor Requirements
4.14.1 Prevailing Wage Requirements
Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1).
The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.
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4.14.2 Registration
If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Contract and require the same of any subcontractors, as applicable.
Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.
4.14.3 Labor Compliance Oversight
This Contract may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.
4.14.4 Workers’ Compensation
Pursuant to the requirements of section 1860 of the California Labor Code, Contractor will be required to secure the payment of workers’ compensation to his employees in accordance with the provisions of section 3700 of the Labor Code. By signing this Contract, Contractor certifies the following:
“I am aware of the provisions of section 3700 of the California Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
4.14.5 Event of Default
Failure by Contractor to comply with any provision of this Section shall constitute a default of this Contract and shall be grounds for termination as provided in this Contract.
5. TERMINATION
A. The City shall have the right to terminate this Contract for any reason whatsoever by providing written notice thereof at least five (5) calendar days in advance of the termination date.
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B. All termination notice periods triggered pursuant to written notice shall begin to run from the date of the United States Postal Service postmark.
C. Upon termination, City shall provide for payment to the Contractor for Services rendered and expenses incurred prior to the termination date.
D. Upon receipt of a termination notice the Contractor shall: (1) promptly discontinue all Services affected, unless the notice directs otherwise; and (2) promptly deliver to the City all data, drawings, reports, summaries, and such other information and materials as may have been generated or used by the Contractor in performing this Contract, whether completed or in process, in the form specified by the City.
E. Notwithstanding anything to the contrary, this Contract is subject to immediate termination in the event the City Council does not appropriate sufficient funds for this Contract.
F. The rights and remedies of the City and the Contractor provided in this Section are in addition to any other rights and remedies provided under this Contract or at law or in equity.
6. NO PERSONAL LIABILITY
No member, official or employee of the City shall be personally liable to the Contractor or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Contractor or successor or on any obligation under the terms of this Contract.
7. ENTIRE AGREEMENT
This Contract constitutes the complete agreement between the Parties and supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter of this Agreement. No other agreement, statement or promise relating to the subject matter of this Contract not contained in this Contract shall be valid or binding. This Contract may be modified or amended only by a written document signed by representatives of both Parties with appropriate authorization.
8. SUCCESSORS AND ASSIGNS
Subject to the provisions of this Contract regarding assignment, this Contract shall be binding on the heirs, executors, administrators, successors and assigns of the respective Parties.
9. APPLICABLE LAW AND ATTORNEY’S FEES; VENUE
If any action at law or in equity is brought to enforce or interpret the provisions of this Contract, the rules, regulations, statutes and laws of the State of California will control.
The prevailing party shall be entitled to reasonable attorney's fees in addition to any DocuSign Envelope ID: 36D84478-D0EA-4B60-BCC3-CF3806C8D3ED DocuSign Envelope ID: 6046B720-AAB0-4495-A05D-7BA0E051F64B City of Emeryville | Professional Services Contract
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other relief to which said party may be entitled. The exclusive venue for any legal action taken pursuant to this Contract shall be the State of California Superior Court for the County of Alameda or the United States District Court for the Northern District of California.
10. SEVERABILITY
The caption or headnote on articles or sections of this Contract are intended for convenience and reference purposes only and in no way define, limit or describe the scope or intent thereof, or of this Contract nor in any way affect this Contract. Should any article(s) or section(s), or any part thereof, later be deemed unenforceable by a court of competent jurisdiction, the remainder of this Contract shall remain in full force and effect to the extent possible.
11. BUSINESS TAX CERTIFICATE
Prior to commencement of the Services to be provided hereunder, Contractor shall apply to the City of Emeryville Finance Department for a business tax certificate, pay the applicable business tax and maintain said business tax certificate during the term of this Contract, as provided in Article 1 of Chapter 1 of Title 3 of the Emeryville Municipal Code.
12. NOTICES
12.1 Communications Relating to Daily Activities
All communications relating to the day-to-day activities of the work and invoices shall be exchanged between Nancy Humphrey for the City and Isabelle Minn for the Contractor:
CITY CONTRACTOR
Nancy Humphrey, Environmental
Programs Supervisor
Phone No: 510-596-3728
E-Mail : [email protected]
Isabelle Minn, Principal
Phone No: 510-848-3815
E-Mail : [email protected]
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12.2 Official Notices
All other notices, writings or correspondence as required by this Contract shall be directed to the City and the Contractor, respectively, as follows:
CITY CONTRACTOR
Mohamed Alaoui, Public Works Director
1333 Park Avenue
Emeryville, California 94608
Phone No: 510-596-4344
E-Mail : [email protected]
with a copy to:
Nancy Humphrey, Environmental
Programs Supervisor
1333 Park Avenue
Emeryville, California 94608
Phone No: 510-596-3728
E-Mail : [email protected]
Isabelle Minn, Principal
2040 Bancroft Way, Suite 400
Berkeley, CA 94704
Phone No: 510-848-3815
E-Mail : [email protected]
13. COUNTERPARTS
This Contract may be signed in counterparts, each of which shall constitute an original. It is expressly agreed that each Party to this Contract shall be bound by its own telecopied, scanned, electronic or digital signature and shall accept the telecopied, scanned, electronic or digital signature of the other Party to this Contract.
14. NO THIRD-PARTY BENEFICIARIES
Except to the extent expressly provided for herein, there are no intended third-party beneficiaries of any right or obligation assumed by the Parties.
15. NON-EXCLUSIVITY
City reserves right to employ other contractors in connection with the Services covered under this Contract.
16. ASSIGNMENT OR TRANSFER
Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Contract or any interest herein without the prior written consent of the City.
Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
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17. WAIVER
The City’s failure to enforce any provision of this Contract or the waiver in a particular instance shall not be construed as a general waiver of any future breach or default.
18. OTHER REQUIREMENTS
Compliance with terms and conditions set forth in Exhibit C is required / not required for this Contract. Contractor shall also fully and adequately comply with the provisions included in Exhibit C (“Other Requirements”) when attached hereto and incorporated herein by reference (“Other Requirements”). With respect to any conflict between such Other Requirements and the terms of this Contract and/or the provisions of state law, Exhibit C shall control.
SIGNATURES ON FOLLOWING PAGE
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19. SIGNATURE PAGE TO PROFESSIONAL SERVICES CONTRACT
IN WITNESS WHEREOF the City and the Contractor have executed this Contract, which shall become effective as of the date first written above.
Approved As To Form:
City Attorney
Dated: CITY OF EMERYVILLE
City Manager
Dated: PLACEWORKS, INC.
(Signature)
Isabelle Minn, Principal
Attach:
W-9 Form
Attach:
Business License Certificate
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Nancy Humphrey
Environmental Programs Supervisor
City of Emeryville
VIA EMAIL
Subject: Scope of Work for Tree Opportunity Inventory and Recommendations Dear Nancy:
Thank you for inviting Place Works to submit this proposal to identify opportunities for street trees along City streets. The following scope of work includes the description of key tasks, and a cost estimate to complete the work. For this project, we have teamed with SBCA Tree Consulting, the consulting arborist for the City of Emeryville. SBCA will support the Tree Opportunity Inventory, collecting tree opportunity site information, and providing support on soil and species recommendations.
Project Understanding
The City of Emeryville has asked PlaceWorks to develop a web‐based mapping tool that identifies locations with the greatest opportunity for planting new street trees. The scope is limited to trees on public streets, with the exception of some properties adjacent to the rail corridor, described below. The scope also excludes parks and the area west of the police station on Powell Street.
Opportunity areas identification and analysis will be accompanied by recommendations for tree species and soil treatments to help strengthen and expand the urban forest canopy in Emeryville.
Key Staff
The key following staff will lead PlaceWorks’ efforts on the Tree Opportunity Inventory and Recommendations.
Isabelle Minn, ASLA, LEED AP, Principal‐In‐Charge. Isabelle is a California Licensed Landscape Architect with twenty years of experience in landscape architecture and planning. Her work focuses on park and open space access, the protection of natural resources, and urban greening. She has significant experience on projects with a particular emphasis on increasing park and open space access in park‐ poor communities. She has managed a wide range of projects from large, open space plans to urban forestry plans to site planning and design. Isabelle has overseen work on the Concord Hills Regional Park Land Use Plan and EIR for the East Bay Regional Park District, the Lake Merritt Bird Islands Habitat Enhancement Project for the City of Oakland, and the Urban Greening Plans for the City of Salinas and Exhibit A
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the County of Butte. She also oversees the firm’s work as an on‐call consultant for the California Department of Parks and Recreation (CA State Parks). Isabelle has experience in the City of Emeryville, having overseen PlaceWorks' efforts on the Highest and Best Use of the Curb project for the City.
Robert Mazur, GIS Manager, Project Manager. Rob has extensive experience creating maps and datasets for a range of planning projects. He specializes in all facets of geodatabase development, data management, web GIS, and spatial and tabular analyses for improved decision‐making, information retrieval, and cartography. His experience in a wide variety of planning projects, coupled with his expertise in GIS and field data collection, make him a key asset to any team. Rob excels at quantitative and spatial analysis, including buildout calculations, walkability, community health modeling, cartography, and land use scenario modeling. He works directly with clients and staff to develop effective, efficient, and informative GIS processes. Rob is well versed in advanced and current planning practices in both the public and private sector, and has an excellent understanding of the relationship between data management and its importance in achieving service delivery standards for the work of community development and public works departments. Rob has brought his GIS skills to a number of general plan updates throughout California, and has managed a variety of mapping projects in Los Angeles County, the Bay Area, and beyond.
Spence Koehler, Associate, Designer. Spence’s love of plants and design inspires his work at PlaceWorks, creating outdoor spaces for community enjoyment. He grew up surrounded by nature in the Sierra Nevada foothills, and studied design in San Francisco and Oakland. His areas of focus are parks, trails, and the urban landscape. Spence employs his spatial, aesthetic, and rendering skills, as well as a strong knowledge of native plants, materials, and construction, to develop conceptual designs, construction drawings and visuals for all phases of the design process. Spence has managed and worked on improvements for the Hopkins Corridor and the Milvia Bikeway in Berkeley, and the Richmond Wellness Trail. His work in Emeryville includes the City Hall Demonstration Gardens, Emeryville Arts Center, and the Highest and Best Use of the Curb project.
Scope of Work
The following section describes the scope of work to be completed by the PlaceWorks Team.
Task 1. Project Initiation and Project Management
PlaceWorks staff will schedule a kickoff‐meeting with City staff to review the scope of work, discussing deliverables, and identifying any additional background documents needed. PlaceWorks will also participate in up to four (4) meetings with City staff to review project approach and draft deliverables during the course of the project.
Task 2. GIS Inventory and Mapping
PlaceWorks staff will work with City staff to outline the requirements of the inventory to ensure that we are gathering the key existing conditions information in the field. The results of the assessment work will allow the team to accurately analyze and map opportunity areas. The existing DocuSign Envelope ID: 36D84478-D0EA-4B60-BCC3-CF3806C8D3ED DocuSign Envelope ID: 6046B720-AAB0-4495-A05D-7BA0E051F64B October 14, 2022 | Page 3
database of street trees and empty tree wells available through West Coast Arborists will be imported into the PlaceWorks system.
2.1. Base Mapping
PlaceWorks will compile existing maps and project information provided by the City to create a layer showing known locations of underground utilities. We assume that the information may be provided in AutoCAD or GIS format, and that some hard copy plans may also be available and could be digitized. The resulting map will help inform future decisions regarding additional survey that may be needed, as well as help to evaluate and prioritize opportunity sites in Tasks 2.3 and 4. Our cost estimate assumes a maximum of 40 hours for this task.
2.2. Sidewalk and Opportunity Sites Inventory
PlaceWorks and SBCA Tree Consulting will work closely with City staff to determine the appropriate data collection parameters for the sidewalk assessment. We assume that we will assess approximately 40 miles of sidewalks and existing conditions that include, but are not limited to:
Empty Tree Wells (Approximately 300 tree wells) – Review potential tree planning sites that have been identified by West Coast Arborist. Survey will omit the area west of the police station on Powell Street. The following will be provided for each site or site type:
o Suitability for planning; above ground limitations; below ground limitations o Species recommendations; planting site preparation treatments o Graphic details for each treatment
o Photo of each site
o If applicable, reason for unsuitability
Potential site locations that do not have tree wells, at SBCA’s arborist’s discretion Sidewalk width
Width of back of curb to front of walk (where the sidewalk is not directly adjacent to curb) Driveways
Overhead utilities and other barriers
PlaceWorks will be utilizing ArcGIS Field Maps for the data collection effort. This GIS based data collection tool will interface with the existing West Coast Arborist database and will allow data collected for this effort to be fed directly back into that database.
2.3. Key Site Opportunities
In addition to the inventory described above, PlaceWorks will complete additional review of two focus areas for their potential for additional tree plantings. These include:
1) Rail corridor. PlaceWorks will review opportunities along the rail corridor for additional tree plantings. This will include visual assessment of available medians adjacent to the rail DocuSign Envelope ID: 36D84478-D0EA-4B60-BCC3-CF3806C8D3ED DocuSign Envelope ID: 6046B720-AAB0-4495-A05D-7BA0E051F64B October 14, 2022 | Page 4
corridor, such as along Overland Ave, as well as in privately‐owned areas bordering the corridor (eg, eastern edge of IKEA parking lots).
2) Lacoste Street. We understand that Lacoste Street between 64th and 65th Street will be converted to a trail facility. The PlaceWorks team will identify species and spacing for tree plantings, as well as opportunities to create an enhanced linear green space in this area.
2.4. Opportunity Areas Analysis
PlaceWorks will use the findings of the sidewalk inventory, and tree type and soil recommendations to select and rank the tree planting opportunity areas within the public right‐of‐way across the city.
Where sidewalk width allows, areas will be ranked based on the availability of existing planting space, distance to overhead utilities and driveways, depth and placement of underground utilities (if present), and existing soil conditions, and other yet‐to‐be‐determined factors. Where existing sidewalk widths are too limiting to allow for tree planting, we will identify potential opportunities for bulbouts or curb extensions that may allow for tree plantings.
2.5. Opportunity Areas Mapping
Using the results of Task 2.2, PlaceWorks will create a 50‐scale map book and clearly map the ranked opportunity areas. In addition to the hard copy map, PlaceWorks will develop a web‐based map application. Through this user‐friendly interface city staff will have the ability to filter inventory data based on specific parameters, zoom to specific sites, and review specific information regarding each tree site, including tree species, limitations information (from the inventory), and other relevant data. This web application will also include other supplemental spatial data related to the survey including but not limited to; ranked opportunity areas, existing barriers to planting, and general base map layers. It may also include equity‐related data layers that are available for the study area.
Deliverables:
Map book (50‐scale) of opportunity areas (PDF); interactive web‐based map application; ArcGIS shapefile of ranked opportunity areas and results of tree inventory.
Task 3. City Council Meeting #1
PlaceWorks will prepare and present the data collected thus far to the City Council or other body of leadership. We will also prepare a written summary of the meeting to share with the group.
Deliverables:
Presentation slides, meeting summary (PDF)
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Task 4. Tree Opportunity Identification
4.1 Tree Opportunity List/Map
The map created in Task 2.3 from previously ranked data will be analyzed and used to identify opportunity areas most suitable to tree planting. PlaceWorks will produce a prioritized list and/or map of these sites.
Deliverable(s):
List and/or map (50‐scale) of tree opportunity sites (PDF).
4.2 Cost Estimating Template
PlaceWorks will prepare a template for estimating the cost of implementing tree planting and related improvements. The template will include unit costs for elements such as soil preparation, concrete remove, tree grates and stakes, and other modifications that would be needed as part of tree planting. This will be provided as an Excel table so that costs can be calculated for different scenarios and quantities.
Deliverable(s):
Cost estimating template
Task 5. Tree Recommendations and Planting Guide
Based on the findings in Task 2.1 on existing conditions, the existing inventory of street trees, the City’s current approved street tree list, and input from the City arborist on past species’ successes and failures, the PlaceWorks Team will develop a list of recommended tree species that are well‐ suited to become the next generation of urban tree canopy in the opportunity areas. Based on findings from Task 2.1 on existing soil conditions, and tree well and sidewalk dimensions, PlaceWorks will also develop a set of standard soil recommendations for the City.
Recommendations will be made to prepare existing soil types for tree planting, including structural soils for areas where tree rooting zones have been paved or are too limited for standard tree well preparation. While the recommendations will focus on street tree opportunity sites, it is assumed that the recommended species and planting guidance will also be appropriate for private properties in the City. We assume recommendations will be consistent with the City’s WELO and Municipal Code (and identify where there may be potential inconsistencies).
The Tree Recommendations Report and Planting Guide will include the following information:
Species name
Size (small, medium, large)
Minimum spacing and distance requirements (from poles, etc.) Water Use Classification of Landscape Species (WUCOLS) and notes regarding water use Required size at planting
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Soil recommendations and amount of soil volume/rootable soil per tree General care recommendations for initial years
Tree well standards, including minimum width perpendicular to the curb and length Deliverable:
Tree Recommendations Report and Planting Guide (PDF)
Task 6. City Council Meeting #2
The PlaceWorks Team will prepare and present the data collected thus far to the City Council or other body of leadership. We will also prepare a written summary of the meeting.
Deliverables:
Presentation slides, meeting summary (PDF)
Optional Task – Utility Assessment
If desired, PlaceWorks is available to work with a civil engineering firm to provide a more detailed assessment of utility locations. Two potential options are available for this work:
Option 1. Ground penetrating radar. A vehicle equipped with a radar device will drive the street scanning the ground, recording the locations of detected underground utilities. Pot‐ holing may be necessary to confirm utility locations in areas with a high risk of conflict. This approach is the most reliable of the options, and is estimated to cost approximately $12,000/mile of right‐of‐way.
Option 2. City sewer lateral video data. A vehicle drives the street recording surface gas and water vault locations to create a map of those systems. Data is also collected from City‐provided sewer lateral videos and converted into a sewer system map. These layers are overlaid to create one aggregated utility map. Pot‐holing may be necessary to confirm utility locations in areas with a high risk of conflict. This method is also reliable, but less so than Option 1, and is estimated to cost approximately $4,000/mile.
Deliverables:
Hard copy and map book (50‐scale) of underground utilities in opportunity areas (PDF) Proposed Schedule
PlaceWorks is ready to begin work upon contract approval. We anticipate that the work described in this proposal would take approximately six to eight months. Should one of the optional tasks to locate underground utilities be added to the scope of work, we anticipate the schedule would be extended by approximately six weeks.
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Cost Estimate
As shown in Table 1, our team’s estimated cost to assist with this project is $80,124, including a $8,000 contingency for unforeseen additional tasks. (This does not include the optional Utility Assessment tasks described above. PlaceWorks’ staff rates are shown in Table 2.)
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Table 1. Cost Estimate
TASK COST
1. Project Initiation $4,988
2. GIS Inventory and Mapping $44,276
2.1 Base Mapping $5,773
2.2 Sidewalk Inventory $25,459
2.3 Key Site Opportunities $4,548
2.4 Opportunity Areas Analysis $5,375
2.5 Opportunity Areas Mapping $3,121
3. City Council Meeting #1 $1,928
4. Tree Opportunity Identification $12,015
4.1 Tree Opportunity List/Map $6,538
4.2 Cost Estimating Template $5,477
5. Tree and Soils Recommendations $5,462
6. City Council Meeting #2 $2,895
Expenses $560
Mileage $100
Soil Testing (up to 4 samples) $460
TOTAL $72,124
Contingency (approx. 11%) $8,000
GRAND TOTAL $80,124
Optional Task – Utility Assessment $4,000‐$12,000/mile Mileage reimbursement rate is the standard IRS‐approved rate. Possible Yearly Increase of 5% on bill rates.
Table 2. PlaceWorks – 2022 Standard Fee Schedule
STAFF LEVEL HOURLY BILL RATE
Principal $210‐$335
Associate Principal $195‐$250
Senior Associate/Senior Scientist II $170‐$235
Senior Associate/Senior Scientist I $160‐$195
Associate/Scientist $125‐$170
Project Planner/Project Scientist $105‐$150
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Planner/Assistant Scientist $90‐$130
Graphics Specialist $90‐$135
Clerical/Word Processing/Technical Editor $45‐$150
Intern $75‐$100
Acknowledgement
This proposal shall remain valid for a period of 90 days from the time of submittal. As Principal, I am authorized to bind PlaceWorks and the project team to the contents of this proposal.
We are flexible regarding our approach, and would be happy to discuss our proposed scope and cost to ensure that the work and deliverables meet the City’s needs. We look forward to working with you to bring about the successful completion of this project.
Respectfully submitted,
PlaceWorks
Isabelle Minn
Principal
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C A L I F O R N I A
REV 08/2020 Page 1 of 5
E X H I B I T B
Contract Insurance Requirements
As used in this Exhibit B, Contractor refers to PLACEWORKS, INC..
1. MINIMUM REQUIREMENTS
Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work or Services required by the Contract hereunder by Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage, as checked below:
1.1 Minimum Scope of Insurance
Coverage shall be at least as broad as the latest version of the following:
General Liability
Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01).
Automobile Liability
Insurance Services Office Business Auto Coverage form number CA 00 01, code 1 (any auto) or if Contractor owns no vehicles, this requirement may be met through a non-owned auto endorsement to the General Liability Policy. Professional Liability / Errors and Omissions
Written on a policy form specifically designed to protect against acts, errors or omissions of the Contractor wherein “Covered Professional Services” as designated in the policy must specifically include Services performed under this Contract.
Workers’ Compensation and Employer’s Liability
Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. Policies shall not contain exclusions contrary to this Contract.
Pollution Liability Insurance
Pollution Liability insurance for claims arising from the discharge, dispersal release or escape or any irritant or contaminant into or upon land, any structure, the atmosphere, watercourse or body of water, including groundwater. This shall DocuSign Envelope ID: 36D84478-D0EA-4B60-BCC3-CF3806C8D3ED DocuSign Envelope ID: 6046B720-AAB0-4495-A05D-7BA0E051F64B City of Emeryville | Contract Insurance Requirements (Exhibit B) REV 08/2020
include on and off-site clean up and emergency response costs and claims arising from above ground and below ground storage tanks.
1.2 Minimum Limits of Insurance
Contractor shall maintain limits no less than:
General Liability
$1,000,000.00 per occurrence and $2,000,000.00 aggregate for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability.
OR
$2,000,000.00 per occurrence and $4,000,000.00 aggregate for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability, and coverage for explosion, collapse and underground property damage hazards.
Automobile Liability
$2,000,000.00 per accident for bodily injury and property damage. Professional Liability / Errors and Omissions
$2,000,000.00 per claim and aggregate.
Workers’ Compensation and Employer’s Liability
Workers’ compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000.00 each accident, policy limit bodily injury or disease, and each employee bodily injury or disease. Pollution Liability Insurance
$2,000,000.00 per occurrence and $2,000,000.00 aggregate.
Except for the professional liability / errors and omissions policy, defense costs shall be available in addition to the limits. Notwithstanding the minimum limits specified herein, any available coverage shall be provided to the Parties required to be named as additional insureds pursuant to this Contract.
2. INSURANCE ENDORSEMENTS
The insurance policies shall contain the following provisions, if checked, or Contractor shall provide endorsements (amendments) on forms supplied or approved by the City to add the following provisions, if checked, to the insurance policies:
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General Liability
(1) Such policy shall provide the City, its officials, employees, agents and authorized volunteers additional insured status using ISO endorsements CG20 10 or CG20 37, or endorsements providing the exact same coverage, with respect to the work or operations performed by or on behalf of Contractor, including materials, parts or equipment furnished in connection with such work; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it; and (4) the insurance coverage shall contain standard separation of insureds provisions.
Automobile Liability
(1) Such policy shall provide the City, its officials, employees, agents and authorized volunteers additional insured status with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by Contractor or for which Contractor is responsible; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.
Professional Liability Coverage
Any policy inception date, continuity date, or retroactive date must be before the effective date of this Contract and Contractor agrees to maintain continuous coverage through a period no less than three years after termination of the Contract.
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Workers’ Compensation and Employer’s Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, agents and authorized volunteers for losses paid under the terms of the insurance policy which arise from work performed by Contractor. Pollution Liability Coverage
(1) Such policy shall give the City, its officials, employees, agents and authorized volunteers additional insured status with respect to claims arising from the discharge, dispersal release or escape or any irritant or contaminant into or upon land, any structure, the atmosphere, watercourse or body of water, including groundwater; (2) all policies shall waive or shall permit Contractor to waive all rights of subrogation which may be obtained by the Contractor or any insurer by virtue of payment of any loss or any coverage provided to any person named as an additional insured pursuant to this Contract, and Contractor agrees to waive all such rights of subrogation; and (3) the insurance coverage shall be primary insurance as respects the City, its officials, employees, agents and authorized volunteers, or if excess, shall stand in an unbroken chain of coverage excess of Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, employees, agents and authorized volunteers shall be excess of Contractor’s insurance and shall not be called upon to contribute with it in any way.
ALL COVERAGES
Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, employees, agents and authorized volunteers.
3. NO SPECIAL LIMITATIONS
The required insurance shall not contain any special limitations on the scope of protection afforded to the City, its officials, employees, agents and authorized volunteers.
4. DEDUCTIBLES AND SELF-INSURANCE RETENTIONS
Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officials, employees, agents and authorized volunteers; or (2) the Contractor shall procure a bond or other financial guarantee acceptable to the City guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.
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5. ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A-:VII, licensed to do business in California, and satisfactory to the City. Exception may be made for the State Compensation Insurance Fund when not specifically rated.
6. VERIFICATION OF COVERAGE
Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
7. SUBCONTRACTORS
All subcontractors shall meet the requirements of this Section before commencing any work. Contractor shall furnish separate certificates and endorsements for each subcontractor. Subcontractor policies of General Liability insurance shall name the City, its officials, employees, agents and authorized volunteers as additional insureds using form ISO 20 38 04 13 or endorsements providing the exact same coverage. All coverages for subcontractors shall be subject to all of the requirements stated herein except as otherwise agreed to by the City in writing.
8. REPORTING OF CLAIMS
Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the work performed under this Contract.
Attach:
Insurance Certificate and Endorsements
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