PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made this day of , 2024, by the CITY OF GARDEN GROVE, a municipal corporation, ("CITY") and Z&K Consultants, Inc., herein after referred to as “CONTRACTOR”.
RECITALS
The following recitals are a substantive part of this Agreement:
1. This Agreement is entered into pursuant to Garden Grove COUNCIL AUTHORIZATION, DATED _____________________.
2. CITY desires to utilize the services of CONTRACTOR to Provide Construction Management Services for the Woodbury Park Revitalization and Expansion Project (WPRE) per RFP S-1335.
3. CONTRACTOR is qualified by virtue of experience, training, education and expertise to accomplish services.
AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. Term and Termination. The initial term of the agreement shall be from full execution of the agreement until the completion of the project. This agreement may be terminated by the CITY without cause. In such event, the CITY will compensate CONTRACTOR for work performed to date in accordance with Contractors Proposal which is attached as Attachment “C” and is hereby incorporated by reference. Contractor is required to present evidence to support performed work . This agreement may be terminat ed by the CITY without cause. In such event, the CITY will compensate CONTRACTOR for work performed to date in accordance with FEE PROPOSAL form (Attachment “B”).
Contractor is required to present evidence to support performed work completion.
2. Services to be Provided. The services to be performed by CONTRACTOR shall consist of tasks as set forth in the Scope of Work. The Scope of Work is attached as Attachment “A”, and is incorporated herein by reference and the CONTRACTOR’s proposal which is attached as Attachment “C”. The Scope of Work and this Agreement do not guarantee any specific amount of work.
3. Compensation. CONTRACTOR shall be compensated as follows:
3.1 AMOUNT. Total Compensation under this agreement shall not exceed (NTE) amount of Two Hundred Ninety Nine Thousand Eight Hundred Forty Four Dollars ($299,844.00), payable in arrears and in accordance with FEE PROPOSAL/BEST AND FINAL OFFER, Attachment “B”. All work shall be in accordance with the requirements specified in RFP No. S - 1335.
3.2 Payment For work under this Agreement, payment shall be made per invoice for work completed. Within 45 day of delivery of goods or completion of performance of services, CONTRACTOR must promptly render an invoice to CITY or payment may be significantly delayed. For extra work not a part of this Agreement, a written authorization by CITY will be required, and payment shall be based on schedule included in FEE PROPOSAL, Attachment “B”. For extra work not a part of this Agreement, a written authorization by CITY will be required, and payment shall be based on schedule included in FEE PROPOSAL/BEST AND FINAL OFFER, Attachment “B. All work shall be in accordance with RFP. No. S-1335.
3.3 Records of Expenses. CONTRACTOR shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to CITY.
3.4 Termination. CITY shall have the right to terminate this agreement, without cause, by giving thirty (30) days written notice of termination. If the Agreement is terminated by CITY, then the provisions of paragraph 3 would apply to that portion of the work completed.
4. Insurance Requirements.
4.1 COMMENCEMENT OF WORK. CONTRACTOR shall not commence work under this Agreement until all certificates and endorsements have been received and approved by the CITY. All insurance required by this Agreement shall contain a Statement of Obligation on the part of the carrier to notify the CITY of any material change, cancellati on, or termination at least thirty (30) days in advance and provide a Waiver of Subrogation in favor of the City.
4.2 WORKERS COMPENSATION INSURANCE. During the duration of this Agreement, CONTRACTOR shall maintain Workers Compensation Insurance in the amount and type required by law, if applicable.
4.3 INSURANCE AMOUNTS . CONTRACTOR shall maintain the following insurance for the duration of this Agreement:
(a) Commercial general liability in an amount not less than of $1,000,000.00 per occurrence ( claims made and
modified occurrence policies are not acceptable);
Insurance companies must be acceptable to CITY and have a Best’s Guide Rating of A-, Class VII or better, as approved by the CITY.
(b) Automobile liability in an amount not less than
$1,000,000.00 combined single limit (claims made and
modified occurrence policies are not acceptable);
Insurance companies must be acceptable to CITY and have a Best’s Guide Rating of A-, Class VII or better, as approved by the CITY.
(c) Professional liability in an amount not less than $1,000,000.
Insurance companies must be admitted and licensed In
California and have a Best’s Guide Rating of A-,Class VII or better, as approved by the City. If the policy is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of the
agreement, and for a period of three (3) years from the date of the completion of services provided. In the event of termination, cancellation, or material change in the policy, professional/consultant shall obtain continuing insurance coverage for the prior acts or omissions of
professional/consultant during the course of performing services under the term of the agreement. The coverage shall be evidenced either by a new policy evidencing no gap in coverage, or by obtaining separate extended “tail”
coverage with the present or new carrier.
An Additional Insured Endorsement, ongoing and completed operations, for the policy under section 4.3 (a) shall designate CITY, its officers, officia ls, employees, agents, and volunteers as additional insureds for liability arising out of work or operations performed by or on behalf of the CONTRACTOR. CONTRACTOR shall provide to CITY proof of insurance and endorsement forms that conform to city’s requirements, as approved by the CITY.
An Additional Insured Endorsement for the policy under section 4.3 (b) shall designate CITY, its officers, officials, employees, agents, and volunteers as additional insureds for automobiles owned, leased, hired, or bor rowed by the CONTRACTOR.
CONTRACTOR shall provide to CITY proof of insurance and endorsement forms that conform to CITY’s requirements, as approved by the CITY.
For any claims related to this Agreement, CONTRACTOR’s insurance coverage shall be primary insurance as respects CITY, its officers, officials, employees, agents, and volunteers. Any insurance or self -insurance maintained by the CITY, its officers, officials, employees, agents, or volunteers shall by excess of the CONTRACTOR’s insurance and shall not contribute with it.
If CONTRACTOR maintains higher insurance limits than the minimums shown above, CONTRACTOR shall provide coverage for the higher insurance limits otherwise maintained by the CONTRACTOR.
5. Non-Liability of Officials and Employees of the CITY. No official or employee of CITY shall be personally liable to CONTRACTOR in the event of any default or breach by CITY, or for any amount which may become due to CONTRACTOR.
6. Non-Discrimination. CONTRACTOR covenants there shall be no discrimination against any person or group due to race, color, creed, religion, sex, marital status, age, handicap, national origin, or ancestry, in any activity pursuant to this Agreement.
7. Independent Contractor. It is agreed to that CONTRACTOR shall act and be an independent contractor and not an agent or employee of the CITY, and shall obtain no rights to any benefits which accrue to CITY'S employees.
8. Compliance with Law. CONTRACTOR shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government.
CONTRACTOR shall comply with, and shall be responsible for causing all contractors and subcontractors performing any of the work pursuant to this Agreement to comply with, all applicable federal and state labor standards, including, to the extent applicable, the prevailing wage requirements promulgated by the Director of Industrial Relations of the State of California Department of Labor. The City makes no warranty or representation concerning whether any of the work performed pursuant to this Agreement constitutes public works subject to the prevailing wage requirements.
9. Notices. All notices shall be personally delivered or mailed to the below listed address, or to such other addresses as may be designated by written notice.
These addresses shall be used for delivery of service of process.
a. (Contractor)
Z&K Consultants, Inc.
Attention: Crystal Fraire, President
17130 Van Buren Blvd., #122
Riverside, CA 92504
b. (Address of CITY) (with a copy to):
City of Garden Grove Garden Grove City Attorney
11222 Acacia Parkway 11222 Acacia Parkway
Garden Grove, CA 92840 Garden Grove, CA 92840
10. CONTRACTOR'S PROPOSAL. This Agreement shall include CONTRACTOR'S proposal or bid which shall be incorporated herein by reference. In the event of any inconsistency between the terms of the proposal and this Agreement, this Agreement shall govern.
11. Licenses, Permits, and Fees. At its sole expense, CONTRACTOR shall obtain a Garden Grove Business License, all permits, and licenses as may be required by this Agreement.
12. Familiarity with Work. By executing this Agreement, CONTRACTOR warrants that: (1) it has investigated the work to be performed; (2) it has investigated the site of the work and is aware of all conditions there; and (3) it understands the facilities, difficulties, and restrictions of the work under this Agreement.
Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by CITY, it shall immediately inform CITY of this and shall not proceed, except at CONTRACTOR'S risk, until written instructions are received from CITY.
13. Time of Essence. Time is of the essence in the performance of this Agreement.
14. Limitations Upon Subcontracting and Assignment . The experience, knowledge, capability, and reputation of CONTRACTOR, its principals and employees were a substantial inducement for CITY to enter into this Agreement.
CONTRACTOR shall not contract with any other entity to perform the services required without written approval of the CITY. This Agreement may not be assigned voluntarily or by operation of law, without the prior written approval of CITY. If CONTRACTOR is permitted to subcontract any part of this Agreement, CONTRACTOR shall be responsible to CITY for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and CITY. All persons engaged in the work will be considered employees of CONTRACTOR. CITY will deal directly with and will make all payments to CONTRACTOR.
15. Authority to Execute. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the parties are formally bound.
16. Indemnification. CONTRACTOR agrees to protect, defend, and hold harmless CITY and its elective or appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damage to property, or interference with use of property, arising out of, or in any way connected with performance of the Agreement by CONTRACTOR, CONTRACTOR'S agents, officers, employees, subcontractors, or independent contractors hired by CONTRACTOR. The only exception to CONTRACTOR'S responsibility to protect, defend, and hold harmless CITY, is due to the sole negligence of CITY, or any of its elective or appointive boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONTRACTOR
17. Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefor by the Garden Grove City Council for each fiscal year covered by the term of this Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the CITY.
IN WITNESS THEREOF, these parties have executed this Agreement on the day and year shown below.
Date: _____________ "CITY"
CITY OF GARDEN GROVE
By:___________________________
City Manager
ATTESTED:
____________________________
City Clerk
Date: _______________________
"CONTRACTOR"
Z&K Consultants, Inc.
By: ___________________________
Name:__________________________
Title:___________________________
Date: __________________________
Tax ID No. ______________________
Contractor’s License: _____________
Expiration Date:_________________
If CONTRACTOR is a corporation, a
Corporate Resolution and/or Corporate
Seal is required. If a partnership,
Statement of Partnership must be
submitted to CITY.
APPROVED AS TO FORM:
____________________________
Garden Grove City Attorney
___________________________
RFP S-1335
ATTACHMENT “A”
SCOPE OF WORK
Construction Management Services Woodbury Park Revitalization & Expansion Project (WPRE Project)
Introduction
The City of Garden Grove (“City”) is seeking a qualified professional firm (“Consultant”) to provide Construction Management Services for the Woodbury Park Revitalization and Expansion Project, City Project No. S-1335 (Hereinafter called the “WPRE Project”).
Project Background
The WPRE Project is located at 13800 Rosita Place in the City of Garden Grove. The park will be a complete park renovation, with initial work including the demolition and removal of existing park amenities. Included in the renovations of the 3.3-acre park is the installation of the following new amenities: walking trail, outdoor fitness equipment, recreational swimming pool and pool house building, two playground areas, three picnic shelters, a skate plaza, basketball courts, lighting and fixtures, restrooms, and a parking lot. The project will include the expansion of the park on property that is currently part of Woodbury Elementary School, and will add almost a half -acre of open space, expanding the park to a total of 3.8 acres. The construction plans and specifications of the WPRE Project have been prepared by David Volz Design Landscape Architects, Inc.
The WPRE Project is funded by the 2018 Parks Bond Act, Statewide Park Development and Community Revitalization Grant. The successful qualified must be familiar with the grant and requirements that need to be fulfilled during the construction at Woodbury Park.
Scope of Services
The contract for the selected proposer will complete the scope of work outlined below contingent on the awarding a contract for construction of Woodbury Park.
Services to be performed by the Consultant shall consist of the following:
Provide daily inspection services of the work covered in the contract documents.
Ability to review, accurately interpret, and implement the provisions of contract documents, soils reports, survey data, “The Green Book”, and all applicable codes and regulations including the Garden Grove Municipal Code.
Serve as the City’s representative and liaison to the contractor and their staff during the construction of the project.
Firmly, confidently, and professionally confront the contractor for unacceptable work, practices, and unsafe conditions.
Review and provide recommendations on contractor submittals and shop drawings.
Effectively and expediti ously communicate with City staff, Woodbury Park Elementary School representatives, design consultants, and Contractor to identify conflicts, construction problems, and coordination issues to obtain needed action.
Review, collect, organize, and approve l oad tickets from material providers.
Confidently and professionally reject materials not meeting specifications.
Confirm in writing that work being inspected conforms to the contract requirements and promptly report unacceptable work to the Contractor an d Project Manager.
Prepare and submit to the City complete and accurate daily inspection reports documenting the contactor’s workforce, material and equipment used, a summary of construction activities, field problems, disputes or claims, resolutions of issues, directions given to the contractor, and photographs of the work performed each day. The inspection reports shall be completed daily and copies submitted to the City weekly.
Prepare a weekly statement of working days documenting the construction progress, delays and time extensions, and submit to the Contractor and Project Manager weekly.
Maintain a document tracking system for submittals, requests for information, field orders, change orders, inspection reports, test reports, and any other relevant documents for the project.
Prepare and submit documents of quality and caliber so as to pass the scrutiny of state funded projects.
Monitor project work and adjacent areas for unsafe conditions and promptly report them to the Contractor and the Project Manager for resolution.
Enforce all of the provisions of the Storm Water Pollution Prevention Plan and Best Management Practices Plan.
Perform all duties in a manner that promotes the cost -effective execution and progress of the work.
Coordinate compaction and materials testing using City’s geotechnical consultant.
Establish and maintain compaction location records to verify compaction coverage.
Verify and sign contractor’s daily extra work reports documenting force account (time & materials) work.
Assist Project Manager in contract change order negotiations with Contractor.
Review Contractor’s payment requests and verify quantities of completed work for progress payments to the Contractor.
Issue verbal instructions to contractor regarding routine matters and follow up with written instructions for more important or formal matters and as directed by the Project Manager.
Conduct an end -of-project inspection and prepare a written punch list documenting incomplete or corrective work.
Conduct final inspection to verify that all items on the punch list have been completed or corrected and make a written recommendation to the City concerning acceptance of the project.
Verify Contractor’s progress on as-built plan preparation monthly. Verify that the as-built plans submitted by the Contractor are accurate.
Perform project closeout duties including final organization of project files and submit to City for approval.
The City Shall Provide the Following:
A City representative that will serve as liaison with the design con sultants and Project Manager on a day-to-day basis.
Processing of construction contract award and staff reports to City Council.
Copies and reproduction of Contract Documents and various contract records.
Review and approval of Traffic Control Plans submitted by Contractor.
Materials and soils testing services by geotechnical engineering firm.
Meeting rooms at City Hall for construction progress meetings.
Processing of contract change orders for City approval.
Management and administration of construction contracts.
Processing of Contractor progress payments.
Final project approval and staff reports for City Council.
Proposal Organization and Contents
The proposal may be organized in any manner the consultant wishes. To be considered responsive to this request, the following information shall be included in the proposal:
Consultant understanding of the City’s needs and approach to meeting those needs.
Description of deliverables to complete the Scope of Work, include list of tasks, descriptions, methods, techniques, and exceptions.
Provide a brief description of the Proposer’s firm.
Project organization and staffing plan, include resumes and relevant experience.
The City will not reimburse the Consultant for mileage, travel, office supplies , the use of computer equipment, or any overhead expenses. Any proposed reimbursement expenses shall be included in the fee schedule.
The proposal shall be signed by an individual authorized to bind the submitting firm and should include a statement indicating the proposal is valid for a minimum of 90 days. Full consideration will be given to each proposal received by the City in determining proposal acceptance.
Scoring and Selection of the Consultant
Please see Section 8.0 EVALUATION OF PROPOSALS of this RFP document for the scoring criteria and point system that will be used to score the proposals.
An evaluation committee will review and rate the written proposals. The City will interview the top-ranking firms determined by staff review of the proposals but not limited to the criteria listed in Sect ion 8.0 EVALUATION OF PROPOSALS . The top rated firm will be selected for award.
The evaluation committee reserves the right to seek clarification on any parts of the proposal. There will not be a pre-proposal meeting.
The evaluation committee will evaluate each proposal using the following criteria:
1. Ability of the consultant’s key personnel to perform the specific tasks as outlined in the Request for Proposal.
2. The specific approach to meeting the City’s needs with proposed methods and techniques.
3. Qualifications, certificates, and experience of the firm and the specific individuals who will perform the work, including past performance on projects with the City of Garden Grove.
4. Understanding of the City’s needs, construction processes, and strategies to keep capital projects on schedule and within budget and development projects compliant with City criteria.
5. Cost of Services, including complete Proposal Pricing.
6. Completeness of Response
References
Must be provided on APPENDIX “A” of this RFP document
Provide three (3) recent references including contact information, for similar park revitalization projects completed w ithin the past five (5) years. The projects listed should be those that the key staff named for this project were responsible for performing. Information shall include:
• Names of key staff that participated on named projects and their specific responsibilities
• The client’s name, contac t person, mailing address, email address, and telephone numbers
• A brief description of type and extent of services provided • Completion dates (estimated, if not yet completed)
• Total cost of the projects
There should be included in this section brief resu mes of key personnel who will provide these services demonstrating their qualifications and experience. Resumes should highlight education, relevant experience, licenses, and specific responsibilities for services described.
Fee Proposal
Please label the Fee Proposal as Attachment “B”
Provide a fee schedule, br oken down by position and hourly rate and it must be labeled as “Fee Proposal”, Attachment “B”.