Attachment "B" - Master Agreement and Task Order No. 1 between City of Pacifica and Ghirardelli Associates

OAK #4818-2196-0582 v1

MASTER AGREEMENT FOR CONSULTANT SERVICES
This Master Agreement for Consultant Services (the "Agreement") is made and entered into this 28th day of March, 2022, by and between THE CITY OF PACIFICA, a municipal corporation (hereinafter referred to as "CITY") and GHIRARDELLI ASSOCIATES [a sole proprietorship, partnership, limited liability partnership, corporation, limited liability corporation] (hereinafter referred to as "CONSULTANT"). CITY and CONSULTANT may be referred to individually as “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, CITY requires Construction Management, Inspections and Material Testing services in connection with the FY 2022-23 Pavement Resurfacing Project; and WHEREAS, CONSULTANT is qualified to perform such services; and WHEREAS, CONSULTANT has agreed to provide CITY with such services on the terms and conditions set forth herein.

NOW, THEREFORE, for the considerations hereinafter set forth, CONSULTANT and CITY agree as follows:

ARTICLE 1 - SCOPE OF SERVICES

1.1. Scope of Services. CONSULTANT agrees to furnish services pursuant to a Task Order in the form set forth in Exhibit A, Task Order, which is attached hereto and incorporated herein (the "Services").

1.2. Compliance with Law. The Services shall be performed in accordance with all applicable federal, state and local laws, ordinances, rules, regulations and orders.

1.3. Time is of the Essence. CONSULTANT agrees to diligently prosecute the Services. In the performance of this Agreement, time is of the essence.

1.4. Professional Competence. CONSULTANT represents that it has the professional skills necessary to perform the Services and that it will perform the Services in a skillful and professional manner. CONSULTANT represents that it has all the necessary licenses to perform the Services and shall maintain them throughout the term of this Agreement.

CONSULTANT agrees that the Services shall be performed in the manner and according to the standards observed by a competent practitioner of the profession in which CONSULTANT is engaged, in the same or similar geographical area in which CONSULTANT practices its profession, and will prepare all work products required by this Agreement in accordance with such standards. CITY and CONSULTANT agree that CONSULTANT is in responsible charge of the Services. Acceptance by CITY of the Services does not operate as a release of CONSULTANT from professional responsibility for the Services performed.

ATTACHMENT B

1.5. Independent Contractor. CONSULTANT is an independent contractor and not an employee of CITY. CONSULTANT expressly warrants that it will not represent that it is an employee of CITY. Persons employed or utilized by CONSULTANT in the performance of the Services will not be employees or agents of CITY. CONSULTANT is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

1.6. Confidentiality. CONSULTANT agrees to maintain in confidence and not disclose to any person, firm, governmental entity, or corporation, without CITY's prior written consent, any trade secret or confidential information, knowledge or data relating to the products, process, or operation of CITY. CONSULTANT further agrees to maintain in confidence and not to disclose to any person, firm, governmental entity, or corporation any data, information, technology, or material developed or obtained by CONSULTANT during the performance of the Services. The covenants contained in this Section 1.6 shall survive the termination of this Agreement for whatever cause.

1.7. Ownership of Material. Any reports and other material prepared by or on behalf of CONSULTANT under this Agreement (collectively, the "Documents") shall be and remain the property of CITY. All Documents not already provided to CITY shall be delivered to CITY on the date of termination of this Agreement for any reason. The Documents may be used by CITY and its agents, employees, representatives, and assigns, in whole or in part, or in modified form, for all purposes CITY may deem appropriate without further employment of or payment of any compensation to CONSULTANT.

1.8. Documentation. CONSULTANT shall keep and maintain full and complete documentation and accounting records, employee time sheets, and correspondence pertaining to the performance of the Services, and CONSULTANT shall make such documents available for review and/or audit by CITY and CITY's representatives at all reasonable times for at least four years after the termination of this Agreement or completion of the Services.

1.9. Testimony. CONSULTANT agrees to testify at CITY's request if litigation is brought against CITY in connection with the Services. Unless the action is brought by CONSULTANT or is based upon CONSULTANT's negligence, CITY will compensate CONSULTANT for the preparation and the testimony at CONSULTANT's standard hourly rates.

ARTICLE 2 - COMPENSATION

2.1. Compensation. Compensation for the Services shall be in accordance with the rate and schedules specified in a Task Order. However, in no event shall the amount the CITY pays to CONSULTANT for work done under a Task Order exceed the total compensation specified in the Task Order (“Cost Ceiling”).

2.2. Invoices. CONSULTANT shall submit monthly invoices in a form satisfactory to CITY on or before the tenth day of each month for Services provided during the preceding month. CONSULTANT shall submit time and cost records as necessary to substantiate performance of the Services. Within 35 days after receipt of each such invoice, CITY shall verify the accuracy of the invoice, correct the charges where appropriate and as discussed and mutually agreed with CONSULTANT, and make payment to CONSULTANT in an amount equal to the amount of such invoice, as verified or corrected by CITY. No payment hereunder shall be construed as evidence of acceptance of any of CONSULTANT's work. CITY reserves the right to withhold payment from CONSULTANT on account of Services not performed satisfactorily, delays in CONSULTANT's performance of Services, or other defaults hereunder. CONSULTANT shall not stop or delay performance of the Services under this Agreement on account of payment disputes with CITY.

2.3. Status Reports. Together with each monthly invoice, CONSULTANT shall submit a status report detailing the amount expended on the Services to that date and the remaining amount to be expended before the Cost Ceiling is reached. CONSULTANT shall notify CITY in writing when payments have reached 90 percent of the Cost Ceiling.

2.4. Withholding. In lieu of holding retention, CITY shall withhold CONSULTANT's final payment under a Task Order until the Services provided under that Task Order are complete and CITY has received all Documents. CONSULTANT shall diligently continue and complete performance of the Services if the Services are not complete at the time CONSULTANT has performed services up to the Cost Ceiling.

ARTICLE 3 - TIME OF PERFORMANCE

3.1. Effective Date. This Agreement shall become effective upon execution of the second signature and shall remain in full force and effect until December 31, 2022 (the "Term").

Notwithstanding the foregoing, this Agreement may be extended for successive one-year term(s) upon mutual, written approval by the City Manager or his/her designee and CONSULTANT. Work authorized by a Task Order shall be performed in accordance with the schedule set forth in the Task Order.

3.2. Termination. This Agreement may be terminated at any time by CITY upon written notice to CONSULTANT.

3.3. Final Payment. CONSULTANT shall be entitled to compensation for Services performed up to the time of such termination, it being understood that any payments are full compensation for the Services rendered under this Agreement.

3.4. Other Remedies. Nothing in this Article 3 shall be deemed to limit the respective rights of the parties to terminate this Agreement for cause or otherwise to exercise any rights or pursue any remedies which may accrue to them.

ARTICLE 4 - DESIGNATED CONTACTS

4.1. CITY Contact. CITY designates Sam Bautista, its Deputy Public Works Director/City Engineer, as its contact who shall be responsible for administering and interpreting the terms and conditions of this Agreement, for matters relating to CONSULTANT's performance under this Agreement, and for liaison and coordination between CITY and CONSULTANT. In the event CITY wishes to make a change in CITY 's representative, CITY will notify CONSULTANT of the change in writing.

4.2. CONSULTANT Contact. CONSULTANT designates Charles Krueger, Division Director as its contact, who shall have immediate responsibility for the performance of the Services and for all matters relating to performance under this Agreement. Any change in CONSULTANT's designated contact shall be subject to written approval by CITY.

ARTICLE 5 - INDEMNIFICATION AND INSURANCE

5.1. Indemnification. CONSULTANT shall, to the fullest extent allowed by law, with respect to claims, liability, loss, damage, costs, or expenses, including reasonable attorney's and expert witness fees, awards, fines, penalties, or judgments, arising out of or relating to the Services (collectively "Claims") that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, defend, indemnify, and hold harmless CITY, its Officials, officers, employees and agents (the "CITY Parties"), except to the extent the Claims are attributable to CITY Parties' gross negligence or willful misconduct. CONSULTANT shall defend the CITY Parties as required by California Civil Code Section 2778, and with counsel reasonably acceptable to those parties. CONSULTANT shall have no right to seek reimbursement from the CITY Parties for the costs of defense.

If CONSULTANT is a “design professional,” as defined in California Civil Code Section 2782.8(c), CONSULTANT shall indemnify, defend, and hold the Indemnitees harmless against Liability only to the extent such Liability arises out of, pertains to, or relates to CONSULTANT’s negligence, recklessness, or willful misconduct. In such an event, the cost to defend charged to CONSULTANT shall not exceed CONSULTANT’s proportionate percentage of fault.

The obligations contained in this Section 5.1 shall survive the termination of this Agreement for whatever cause for the full period of time allowed by law and shall not in any way be limited by the insurance requirements of this Agreement.

5.2. Health and Safety. CONSULTANT may perform part of the Services at sites which contain unknown working conditions and contaminated materials. CONSULTANT shall be solely responsible for the health and safety of CONSULTANT's employees during the performance of the Services.

5.3. Insurance. CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency shall procure, provide and maintain at all times during the performance of this Agreement, and for such additional periods as described herein, the insurance listed below with insurers licensed to do business in the State of California and with a Best's rating of no less than A:VII.

A. Commercial Automobile Liability Insurance. Commercial Automobile Liability Insurance providing bodily injury liability and property damage, to protect against all liability arising out of the use of any owned, leased, passenger or commercial automobile at a minimum amount of $1,000,000 combined single limit and $2,000,000 aggregate. Coverage shall apply to hired and non-owned autos.

B. Commercial General Liability Insurance. Commercial General Liability Insurance, with limits providing a minimum amount of $1,000,000 combined single limit coverage for each occurrence, $2,000,000 general aggregate and $2,000,000 products/completed operations aggregate. The insurance shall cover all operations including but not limited to the following: (1) premises, operations and mobile equipment liability; (2) completed operations and products liability; (3) contractual liability insuring the obligations assumed by CONSULTANT in this Agreement; (4) broad form property damage liability; (5) personal injury liability endorsement, including death; and (6) automobile bodily injury and property damage insurance, including all owned, hired and non-owned equipment.

C. Professional Liability Insurance. Professional Liability Insurance protecting against liabilities arising out of or in connection with negligent acts, errors, or omissions of CONSULTANT and all of CONSULTANTS employees, subcontractors, consultants and other agency in connection with this Agreement, at a minimum amount of $1,000,000 combined single limit coverage and $1,000,000 aggregate, on a "claims made basis" with a continuation of coverage extension for liabilities for two years from the date the Services are substantially complete. Such professional liability policies shall include coverage for liability assumed by the CONSULTANT under this Agreement.

D. Workers Compensation Insurance. Workers Compensation insurance, occupational disease insurance and employer’s liability insurance shall be required with minimum limits as required by law, covering all workplaces involved in this Agreement.

E. Policy Terms. Concurrently with execution of this Agreement, CONSULTANT shall provide CITY with Certificates of Insurance evidencing that CONSULTANT has obtained or maintains the insurance required by this Section

5.3. The Certificates shall be on forms acceptable to CITY. CONSULTANT shall also furnish CITY with original endorsements with the following documentation:
 Precluding cancellation or reduction in coverage before the expiration of thirty (30) days after CITY shall have received written notification thereof from CONSULTANT by United States mail;
 Providing that CONSULTANT's insurance shall apply separately to each insured against whom claim is made or suit is brought, and include a “separation of insureds” or “severability” clause which treats each insured separately, except with respect to the limits of the insurer's liability (cross-liability endorsement);
 Excepting CONSULTANT’S professional liability insurance, naming CITY, its City Council, boards, commissions, committees, officers, employees and agents as additional insureds (“Additional Insureds”); and  Providing that for any claims relating to CONSULTANT's services hereunder, CONSULTANT's insurance coverage shall be primary insurance with respect to CITY, its City Council, boards, commissions, committees, officers, employees and agents, and that any insurance or self-insurance maintained by CITY for itself, its City Council, boards, commissions, committees, officers, employees and agents shall be in excess of CONSULTANT's insurance and shall not be contributory with it.
 It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverages requirements and/or limits shall be available to the Additional Insured, including but not limited to any umbrella or excess insurance.

Furthermore, the requirements for coverage and limits shall be the greater of:
(a) the minimum coverage and limits specified in this Agreement; or (b) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.

F. Material Breach. If CONSULTANT fails to maintain insurance coverage or provided insurance documentation which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. CITY, at its sole option, may terminate this Agreement and obtain damages from CONSULTANT resulting from said breach. Alternatively, CITY may purchase the required insurance coverage, and without further notice to CONSULTANT, may deduct from sums due to CONSULTANT any premium costs advanced by CITY for such insurance. These remedies shall be in addition to any other remedies available to CITY.

ARTICLE 6 - NOTICES
All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by facsimile or reputable overnight courier and shall be deemed received upon the earlier of: (1) if personally delivered, the date of delivery to the address of the person to receive such notice; (2) if delivered by Federal Express or other overnight courier for next business day delivery, the next business day; (3) if sent by facsimile, with the original sent on the same day by overnight courier, the date on which the facsimile is received, provided it is before 5:00 P.M. Pacific Time; or (4) if sent electronically, the date of delivery on the confirmed read receipt. Notice of change of address shall be given by written notice in the manner described in this Article 6. Rejection or other refusal to accept or the inability to deliver because of a change in address of which no notice was given shall be deemed to constitute receipt of the notice or communication sent. Unless changed in accordance herewith, the addresses for notices given pursuant to this Agreement shall be as follows:

If to CITY: City Manager
540 Crespi Drive
Pacifica, CA 94404
Phone: (650) 738-7409
Facsimile: (650) 359-6038
Email: [email protected]
If to CONSULTANT: Charles Krueger, Division Director
GHIRARDELLI ASSOCIATES, Inc.
2055 Gateway Place Ste 470
San Jose, CA 95110
Tel: (408) 435-5503
Fax: (408) 435-5505
Email: [email protected]
ARTICLE 7 - MISCELLANEOUS

7.1. Conflict of Interest Prohibition. CITY and CONSULTANT will comply with the requirements of the CITY’s Conflict of Interest Code adopted pursuant to California Government Code §87300 et seq., the Political Reform Act (California Government Code §81000 et seq.), the regulations promulgated by the Fair Political Practices Commission (Title 2, §18110 et seq. of the California Code of Regulations), California Government Code §1090 et seq., and any other ethics laws applicable to the performance of the Services and/or this Agreement. CONSULTANT may be required to file with the CITY Clerk a completed Form 700 before commencing performance of the Services unless the CITY Clerk determines that completion of a Form 700 is not required, pursuant to CITY’s Conflict of Interest Code. Form 700 forms are available from the CITY Clerk.

CONSULTANT may not perform Services for any other person or entity that, pursuant to any applicable law or regulation, would result in a conflict of interest or would otherwise be prohibited with respect to CONSULTANT’s obligations pursuant to this Agreement.

CONSULTANT agrees to cooperate fully with CITY and to provide any necessary and appropriate information requested by CITY or any authorized representative concerning potential conflicts of interest or prohibitions concerning CONSULTANT’s obligations pursuant to this Agreement.

CONSULTANT may not employ any CITY official, officer or employee in the performance of the Services, nor may any official, officer or employee of CITY have any financial interest in this Agreement that would violate California Government Code §1090 et seq. CONSULTANT hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of CITY. If CONSULTANT was an employee, agent, appointee, or official of CITY in the previous twelve months, CONSULTANT warrants that it did not participate in any manner in the forming of this Agreement. CONSULTANT understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for CONSULTANT’s performance of the Services, including reimbursement of expenses, and CONSULTANT will be required to reimburse CITY for any sums paid to CONSULTANT under this Agreement. CONSULTANT understands that, in addition to the foregoing, penalties for violating Government Code §1090 may include criminal prosecution and disqualification from holding public office in the State of California.

Any violation by CONSULTANT of the requirements of this provision will constitute a material breach of this Agreement, and the CITY reserves all its rights and remedies at law and equity concerning any such violations.

7.2. Subcontracting. CONSULTANT may subcontract portions of the Services upon the prior written approval of CITY. CONSULTANT will be solely responsible for payment of such subcontract Services. No contractual relationship will exist between any such subcontractors of CONSULTANT and CITY. CONSULTANT’s subcontractors agree to be bound to CONSULTANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under the Agreement. CONSULTANT’s subcontractors further agree to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, with any subsubcontractor to the extent they apply to the scope of the sub-subcontractor’s work. A copy of the CITY indemnity and insurance provisions will be furnished to CONSULTANT’s subcontractors upon request.

7.3. Entire Agreement. This Agreement represents the entire understanding of CITY and CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This Agreement may only be modified by an amendment in writing signed by each party.

7.4. No Assignment. The Services are deemed unique and neither party shall assign, transfer, subcontract or otherwise substitute its interest in this Agreement or any of its obligations hereunder without the prior written consent of the other party. As limited by this Section

7.2, this Agreement is to be binding on the successors and assigns of the parties hereto.

7.5. Severability. If any part of this Agreement is determined to be unconstitutional, invalid or beyond the authority of either party, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement can be interpreted to give effect to the intentions of the parties.

7.6. Counterparts. This Agreement may be signed in counterparts and, when fully signed, such counterparts shall have the same effect as if signed in one document.

7.7. Choice of Law. This Agreement and all matters relating to it shall be governed by the laws of the State of California without reference to its choice of laws principles and venue shall be in the appropriate court in San Mateo County, California.

7.8. Waiver. No failure on the part of either Party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder. A waiver by either CITY or CONSULTANT of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other further breach.

7.9. Mediation. In the event the parties are unable to resolve a dispute arising under this Agreement through good faith negotiations, the parties agree to submit the matter to mediation with a mutually agreeable mediator. Prior to the mediation, the parties shall exchange any documents reasonably necessary to resolve the matter to be mediated.

7.10. Attorney’s Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled.

7.11. Interpretation. In the event this Agreement is ever construed in any dispute between the parties, it and each of its provisions shall be construed without regard to the party or parties responsible for its preparation and shall be deemed to have been prepared jointly by the parties. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement.

7.12. Authority. Each individual executing this Agreement on behalf of one of the parties represents that he or she is duly authorized to sign and deliver the Agreement on behalf of such party and that this Agreement is binding on such party in accordance with its terms.

7.13. Third Parties. Nothing contained in this Agreement shall create a contractual relationship with, or cause of action in favor of, a third party against either the CITY or CONSULTANT. CONSULTANT’s Services hereunder are being performed solely for the benefit of CITY. CITY shall be an express third-party beneficiary of all contracts between CONSULTANT and any subcontractors or subconsultants in connection with any services performed in connection with, or in furtherance of, this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

CITY OF PACIFICA
By: Date
Kevin Woodhouse, City Manager

CONSULTANT
By: Date
Attest:

By: ___________________________
Sarah Coffey, City Clerk
Approved As To Form
By:

Michelle Marchetta Kenyon, City Attorney

EXHIBIT A

TASK ORDER

EXAMPLE OF
TASK ORDER NO. ________

CITY OF PACIFICA
AND
__________________________
SECTION 1 – PURPOSE
The purpose of this Task Order is to authorize and direct _______________ to proceed with the work specified in SECTION 2 below, in accordance with the provisions of the Master Agreement for Consultant Services between the City of Pacifica (“CITY”) and _______________ (“CONSULTANT”) hereto dated ________________ (“MASTER AGREEMENT”)
SECTION 2 – SCOPE OF WORK
The items authorized by this Task Order are presented in Attachment “A” – Scope of Services, which is attached hereto and incorporated by this reference.

SECTION 3 – COMPENSATION AND PAYMENT
Compensation shall be as provided in the MASTER AGREEMENT. Compensation for services as set forth in SECTION 2 shall be as set forth in Attachment “B” – Compensation, which is attached hereto and incorporated by this reference. Total compensation for all services provided under this Task Order shall not exceed ____________________ ($____________) (“Cost Ceiling”).

SECTION 4 – TIME OF PERFORMANCE
The services described in SECTION 2 of this Task Order shall be completed by _________________ or as extended in writing by the City Manager.

SECTION 5 – ITEMS AND CONDITIONS
All terms and conditions contained in the MASTER AGREEMENT are incorporated by reference and remain in full force and effect.

Approved this _______ day of _____, _______.
[Signatures on Next Page]

CITY OF PACIFICA
By: Date
Kevin Woodhouse, City Manager
Approved As To Form
By:

Michelle Marchetta Kenyon, City Attorney

CONSULTANT
_______________________________
By: Date
By: Date
ATTACHMENT “A”

SCOPE OF SERVICES
ATTACHMENT “B”

COMPENSATION
TASK ORDER NO. 1

CITY OF PACIFICA AND

GHIRARDELLI ASSOCIATES
SECTION 1 – PURPOSE
The purpose of this Task Order is to authorize and direct GHIRARDELLI ASSOCIATES to proceed with the work specified in SECTION 2 below, in accordance with the provisions of the Master Agreement for Consultant Services between the City of Pacifica (“CITY”) and GHIRARDELLI ASSOCIATES, (“CONSULTANT”) hereto dated March 28, 2022 (“MASTER AGREEMENT”) SECTION 2 – SCOPE OF WORK
The items authorized by this Task Order are presented in Attachment “A” – Scope of Services, which is attached hereto and incorporated by this reference.

SECTION 3 – COMPENSATION AND PAYMENT
Compensation shall be as provided in the MASTER AGREEMENT. Compensation for services as set forth in SECTION 2 shall be as set forth in Attachment “B” – Compensation, which is attached hereto and incorporated by this reference. Total compensation for all services provided under this Task Order shall not exceed One Hundred Sixteen thousand six hundred eighty-four and zero /100 ($116,684.00) (“Cost Ceiling”).

SECTION 4 – TIME OF PERFORMANCE
The services described in SECTION 2 of this Task Order shall be completed within 60 working days or as extended in writing by the City Engineer.

SECTION 5 – ITEMS AND CONDITIONS
All terms and conditions contained in the MASTER AGREEMENT are incorporated by reference and remain in full force and effect.

Approved this 28th day of March 2022

CITY OF PACIFICA
By: Date: __________________
Kevin Woodhouse, City Manager
Approved As To Form:

By: Date: __________________
Michelle Marchetta Kenyon, City Attorney
CONSULTANT: GHIRARDELLI ASSOCIATES
By: Date: __________________
Charles Krueger, Division Director
ATTACHMENT “A”

SCOPE OF SERVICES
Construction Management for the City of Pacifica, FY 2022-23 Pavement Resurfacing Project www.ghirardelliassoc.com
File No. 21104.004
March 2, 2022
City of Pacifica
ATTN: Raymund Donguines, PE, Senior Civil Engineer
City of Pacifica
151 Milagra Drive
Pacifica, CA 94044
[email protected]
RE: Construction Management for City of Pacifica FY 2022-23 Pavement Resurfacing Project Dear Mr. Donguines,
Ghirardelli Associates, Inc. (Ghirardelli) is pleased to submit this proposal to provide Construction Management, Inspection and Material Testing services to the City of Pacifica (City) for their FY 2022-23 Resurfacing Project. The Ghirardelli team has proven construction management experience; intimate knowledge of the Pacifica community, work environment, and site conditions; and qualified personnel to deliver this project. Ghirardelli is a proven Bay Area leader in effectively/successfully delivering local agency projects.

Our proposed team will be led by Project Manager Charlie Krueger, PE, QSD. Mr. Krueger is a professional engineer with 30 years of experience in project management, with a proven record of delivering multiple projects on schedule and within budget. His experience includes public works and local transportation agencies, as well as working with the State of California and private developers. He is personally committed to support the City in the successful delivery of this project. Our Construction Manager/Resident Engineer, Mr. Jaime Heredia, PE and our Construction Inspector, Cesar Lara, will provide the quality Construction Management and Inspection services demonstrated during Pacifica’s 2021 Curb Ramp project. Additionally, Ghirardelli will use the resources of our materials testing subconsultant, Kleinfelder, Inc. (Kleinfelder). All key members of our team have a history of successfully working together that will bring added value to the effective and successful construction and closeout of the FY 2022-23 Pavement Resurfacing Project. Resumes are included at the end of this proposal.

The team has the leadership, available resources, proven record, and strong commitment to undertake construction management,inspection and testing services for this City project. The following proposal outlines how the team will assist the City during construction and deliver on our commitment to meet the project delivery goals and objectives.

Ghirardelli understands that we will be bound by the City’s As-Needed Services Master Services Agreement when selected for this project.

As a principal of the firm, I have the authority to bind the firm/team. Our Project Manager/Resident Engineer, Mr.

Krueger, can be contacted directly during the evaluation via email at [email protected] or via cell at 510- 867-4452
Sincerely,
Ghirardelli Associates, Inc.

Raewyn Lelo-Butcher
Executive Vice President
M| 510.708.7442 E| [email protected]
Construction Management for the City of Pacifica, FY 2022-23 Pavement Resurfacing Project www.ghirardelliassoc.com

PROJECT UNDERSTANDING
The City is seeking an experienced consultant from the on-call list to provide Construction Management, Inspection and Testing services for the City of Pacifica FY 2022-23 Resurfacing project. Construction activities will include asphalt overlay, cape seal, rubber cape seal, slurry seal, double slurry seal, microsurfacing, base repair, pavement striping and marking and related work. The project is anticipated to start in April 2022 with a total of 60 construction working days.

Quality Construction of Road Repairs and surfacing
The quality and tolerances are critical to a good, long lasting finished project. Good workmanship is critical when matching and conforming to existing infrastructure in order to prevent drivability and drainage issues. Adherence to specified materials and temperatures are important to having a long lasting pavement overlay and surfacing project. Ghirardelli will implement a strict quality control regimen to confirm that the contractor understands the intent of the design. Our team, particularly our inspector Cesar Lara, has significant experience as a consultant for and working with street surfacing materials and contractors. He has worked with designers,owners and the contractors to ensure that the surfacing is done correctly.

Control of Measured Bid Quantities
Measured bid quantities will need to be tracked closely in the field to avoid any overruns. Certain operations such as areas repaired and linear feet of striping can easily exceed contract quantities and overrun the contract budget. Ghirardelli will verify that the field quantities match the quantities shown on the plans prior to starting operations. Any deviations from the planned quantities will be verified with the City Representative and the designer. All unit cost bid items will be measured in the field and verieifed for use as the basis of payment.

Ghirardelli understands that we will be working closely with the rest of the project team which includes the Design Engineers, the City’s Project Manager, and the City Inspector.

SCOPE OF WORK
Ghirardelli is proud to bring its experience with similar resurfacing projects. Our approach for this type of project is built around the qualifications and experience of our staff and lessons learned from previous projects. Our team realizes that the success of any construction management project depends on the ability of the project team to proactively identify and anticipate problems before they become major issues and to resolve issues promptly before they impact the project budget and schedule.

Ghirardelli will provide Resident Engineering, Construction Inspection, and Materials Testing services on the project, including, but not limited to the following:
• Review and accept contractor submittals for compliance with contract requirements. • Respond to Contractor Requests for Information (RFIs), coordinating with City staff as necessary. • Inspect and observe Construction Contractor’s work daily for compliance with the contract documents, environmental documents, state laws, regulations, etc.
• Provide Construction Contractor with notifications of acceptability or deficiencies in work and required actions for contract compliance.
• Maintain daily inspection reports of work, including photos, descriptions of daily activities, any corrective actions to be taken by Construction Contractor, persons and equipment onsite, and work to be completed the following day(s).
• Review of materials and equipment delivered to site for compliance with submittals and contract documents. • Coordinate and provide material testing and specialty inspections as required. • Review of Construction Contractor’s compliance with all permits, stormwater regulations and permits (SWPPP), and environmental documents.
• Review of Construction Contractor’s compliance with health and safety standards and regulations and reporting of non-compliance.
• Monitor record documents to ensure proper maintenance and completion by Contractor.

Construction Management for the City of Pacifica, FY 2022-23 Pavement Resurfacing Project www.ghirardelliassoc.com
• Develop punch list and perform other project closeout activities, as needed.

Daily Inspection Reports
Ghirardelli’s inspector (Cesar Lara) will prepare a daily report for each construction day. The inspector’s daily reports (including the reports from material testers) will be provided to the Resident Engineer. This information will be used for the preparation and evaluation of the monthly progress estimates, non-compliance issues, construction delays, compliance tests, CPM schedule review, liquidated damages, and claims. The daily reports will be reviewed for the following factual information:
• Date, project identification, contractor’s name, subcontractor’s name(s), and time of inspections. • Conditions (weather, moisture, soil, etc.); any inclement weather conditions that hampered or delayed the contractor’s operations.
• Activities detail. Scheduled activities including starting and completion dates. Bid item numbers of all activities should be listed in the daily report.
• Difficulties encountered by the contractor.
• Controversial matters (disputes, questionable items, etc.). • Deficiencies and violations (including construction work, safety, labor, etc.). • Anticipated project problems
• Major material and equipment deliveries to the site (type, quantity, means of delivery, and condition of materials). • Record of manpower, construction equipment, and materials testing locations and results.

Materials Testing
Ghirardelli’s inspector (Cesar Lara) will coordinate material testing with our subconsultant materials testing lab, Kleinfelder.

All material testing will be performed at the frequency established by the Contract documents including the City’s Quality Assurance Plan (QAP) and the Caltrans Construction Manual. Our inspector will review the test reports for compliance and maintain the required documentation, including a non-conformance log to confirm that all failed tests are retested until meeting compliance.

Project Management
Mr. Krueger, as the Project Manager will manage our staff and oversee preparation of Ghirardelli’s monthly invoices.

FEE PROPOSAL
On the following page is the estimated fee for Construction Management, Inspection and Testing services associated with the FY 2022-23 Pavement Resurfacing Project. It is based on our review and understanding of the plans and specifications along with our correspondence with the City.

Ghirardelli estimates that our fee will be $116,683.60. The fee includes part time hours for out Resident Engineer (Jaime Heredia, PE), and full time hours for our Construction Inspector (Cesar Lara).

Construction Management for the City of Pacifica, FY 2022-23 Pavement Resurfacing Project www.ghirardelliassoc.com
Associate Role Rates
ST March April May June
Total Hours
Jaime Heredia
Construction
Manager / Resident
Engineer
$222.32 20 30 30 15 95
Cesar Lara Construction
Inspector $165.80 80 172 172 80 504
Jaime Heredia
Construction
Manager / Resident
Engineer
$21,120.40
Cesar Lara Construction
Inspector $83,563.20
Special Inspection and Material Testing $12,000.00
$116,683.60
$116,683.60
Fee Assumptions:

1. Construction work will be 60 workdays. We have allowed 8 hrs. of Inspector time for both preconstruction and Close out.

2. Project Manager will process the Ghirardelli invoice and manage project paperwork.

3. Resident Engineer will work part time throughout the project.

4. Inspector will be full time during construction.

5. Rates and fees are valid for the duration of the project.

6. Rates include the cost of Inspector's normal equipment and PPE, vehicles, computers, phones, and office equipment.

Charlie Krueger, PE, QSD
Project Manager
Mr. Krueger, PE, QSD, has extensive experience in the planning, development, design and construction of public works, transportation and infrastructure improvement projects. His skillset includes construction management and contract administration, coordination with owners, contractors, engineers, architects, outside agencies, utilities, public relations, partnering, and dispute resolution boards. Charlie has overseen the construction management of various public works, transportation, modernization, and rehabilitation projects. His expertise includes roadway, utilities, and transit facilities.

In addition to successful structural projects, he has also overseen light-rail construction including at-grade and elevated light rail and at-grade bus rapid transit stations. His management and dedication to successful project completion has helped many public agencies achieve their goals of transportation modernization and community improvement initiatives.

Project Experience
Fair Oaks Bridge
City of Sunnyvale; Sunnyvale, CA
Project Manager | Located between Kifer Road and Evelyn Avenue, the Fair Oaks Bridge crosses over the Caltrain tracks and Hendy Avenue. The bridge was built in 1967, retrofitted in 1981 and 1993, and will undergo several improvements to address: Severe deck cracking/spalling, Inadequate bike lane width, No sidewalk on bridge, Structural deficiencies with Sufficiency Rating of 47., Existing pedestrian overcrossing non-compliance with Construction activities will encompass: Bridge widening along the east side, New sidewalk on east side of the bridge and widen bike lanes, Removal of existing pedestrian overcrossing, Hendy Avenue realignment and improvement, Realignment of roadway along Fair Oaks connecting Hendy and Kifer, Intersection improvement, Water and sewer main replacements, Landscaping/guardrails/streetlights installation.

The City’s goal is to maintain one travel lane and one bike lane in each direction during this time. However, some short-term lane closures may be required. In addition, the Hendy Avenue underpass area will be closed during early construction phases (approximately 8-10 months) to help expedite the overall construction schedule. Pedestrian access over the Caltrain corridor will be maintained until bridge construction is complete.

Kato Road Grade Separation (C222)
Santa Clara Valley Transportation Authority; Fremont and Milpitas, CA Structures Representative | This was a grade separation project for the Bay Area Rapid Transit (BART) extension to Silicon Valley, and Union Pacific Railroad (UPRR). Site work involved the construction of a two-span structural steel UPRR bridge, a cast-in-place two-span UPRR access bridge, and a cast-in-place post-tensioned two-span BART bridge, over Kato Road. Deep soil-mix retaining walls were constructed to lower the road profile. The project included a shoofly for UPRR and constructed a box culvert adjacent to a new housing development, within a few feet of an existing home. The project also included a pump station, bio-swale, tree-well filters, irrigation and landscaping.

Utilities requiring protection included Kinder Morgan and Chevron pipelines. Mr. Krueger managed the field inspection staff for the civil and structures work, resolved technical issues and interpreted specifications. He also assisted with public relations with the adjacent businesses and homeowners association.

Lower Berryesa Creek Project, Phase I & II
Santa Clara Valley Water District
Project Manager | Phase 1 includes work on Lower Berryessa Creek from Penitencia Creek to Abel Street, which is EXPERIENCE 30+ Years
TENURE W/GA 15 Years

EDUCATION
B.S. Civil Engineering, San Jose
State University, 1987

REGISTRATIONS
CA Professional Civil Engineer,
#47496

CERTIFICATIONS
• Quality Storm Water Developer/
Practitioner (QSD/P), #20677

CHARLIE KRUEGER, PE, QSD

PROJECT MANAGER
divided into two reaches (A and B) for a total length of 2,400 feet. Phase 1 – Lower Berryessa Creek (Penitencia Creek to Abel Street): Raises the existing levee on the southwest bank, replaces the existing levee on the northeast bank with concrete floodwalls, constructs new headwalls, and raises and reconstructs a pedestrian bridge.

Phase 2 will consist of improvements to Berryessa Creek from Abel Street to Calaveras Boulevard, which is divided in five reaches (C, D, E, F, and G) for a total of 6,000 feet. Phase 2 also includes improvements on the lower reaches of Calera Creek and Tularcitos Creek for a total of 3,000 feet. Lower Berryessa Creek (Abel Street to Calaveras Boulevard) raises levees, constructs floodwalls including spread footing and cast-in-drilled-hole (CIDH) piles foundation on both sides of the creek, reconstructs pedestrian bridge (Town Center), constructs transitions structures and headwalls, constructs access roads and on-ramp and off ramps from access roads, including Armorflex paving, removes vegetation and re-vegetation, utility relocation, and outfall repairs.

Lower Calera Creek reconfigures and widens the channel, and constructs new floodwalls and headwalls. Tularcitos Creek constructs a new stormwater pump station with masonry building and diesel pumps, short floodwalls, and new headwalls, and reconstructs two pedestrian bridges.

Alum Rock Bus Rapid Transit
Santa Clara Valley Transportation Authority; San Jose, CA Resident Engineer | This project constructed 16 new station platforms with custom stainless-steel shelters incorporating integral electrical and communications cabinets, LED lighting, CCTV, real-time information signage, lighted ad panels and attractive art enhancements along Santa Clara Street in Downtown San Jose, Alum Rock Avenue and Capitol Expressway. The project constructed a busway in the median by widening Alum Rock Avenue, which required new sidewalk and handicap ramps at multiple intersections. The project reconstructed portions of the roadway on Alum Rock Avenue between U.S. 101 and Capitol Avenue and included construction of 12 new signalized intersections to accommodate the median busway. Mr. Krueger was the main point of contact between the VTA and the contractor and was responsible for preparing letters and other correspondence to the contractor. He coordinated construction activities with regulatory and local agencies including the City of San Jose and the County of Santa Clara, as well as with Caltrans. He also worked with VTA’s utility coordinator to manage utility relocations and new services by PG&E, AT&T, and San Jose Water Company. Additionally, He supervised a project engineer, a scheduler, four civil/structural inspectors, an electrical inspector, project controls staff, and an engineering aide.

Jerrold Avenue Bridge Replacement
Caltrain/Peninsula Corridor Joint Powers Board (JPB); San Francisco, CA Resident Engineer | This Joint Powers Board project replaced the existing intermediate three (3)-spans with a single span, steel-fabricated bridge, and included the installation of two (2) jump-spans to conform to the present bridge layout. Also involved was the reconstruction of the tracks that were impacted by the new structures, travel way and sidewalks. Mr. Krueger provided contract administration, reviewed submittals, managed inspections and testing, and monitored the schedule. He also reviewed, recommended, and negotiated change orders, as well as coordinated with the stakeholders.

The bridge replacement took place over a 12-hour period on a Friday night after the last scheduled train crossed the old bridge. This required extensive coordination with JPB and Caltrain staff over a 6-month period in order to develop a site specific work plan that covered every aspect of the process, including construction of 9’ diameter CIDH pile foundations while the old bridge was still in service, bridge demolition and replacement, trackwork and contingency plans.

Jaime Heredia, PE
Resident Engineer
Mr. Heredia has over 21 years of experience in administering the design, construction and project management of teams completing major capital improvement projects that include slide restoration, emergency roadway repair, paving, and streetscapes.

Project Experience
On-Call Construction Management Services
Alameda County Public Works; Alameda County, CA
Resident Engineer/Inspector | Mr. Heredia completed and/or assisted the County on the following projects: Castro Valley Resurfacing; Safety Improvements on Fairmont Drive; Palomares and Redwood Road Safety Improvements; The Miller Sweeney Bridge Fender System Repair; East 14th Street/162nd Avenue Sidewalk; and Caltrans new Federal projects.

The work included AC Milling and AC overlay, tree planting, and installing guardrail and, streetlights. Mr. Heredia’s duties included daily reports using Virtual Project Manager software, weekly meetings, coordination of submittal review, inspection, coordination of field testing, field measurements, review of extra work cost proposals, preparation of progress payments and change orders, and coordination with various stakeholders and utility providers. He also assisted County staff in preparing award packages for federally funded projects and compiling documentation for Caltrans audits.

Many of the projects were on residential streets requiring thoughtful coordination with residents to maintain safe access to driveways and adequate notices for parking restrictions.

Snake Road Slide Repair
City of Oakland; Oakland, CA
Resident Engineer | As part of the City of Oakland’s Civil Capital Improvement projects which included slide repairs, streetscapes, street widenings, and emergency roadway repair projects, Mr. Heredia served as the Resident Engineer for the Snake Road slide repair project. The project involved repair along 120 linear feet of roadway and involved 20 soldier piles with 30’ high timber lagging and two tiers of tiebacks that held back engineered backfill beneath the new road construction.

Design and Construction Services Division
City of Oakland; Oakland, CA
Supervising Civil Engineer | Mr. Heredia was responsible for administration, project management, and design of the City’s Capital Improvement Program (CIP) consisting of transportation, bicycle, and pedestrian improvement projects, including streetscapes, bridge maintenance & rehabilitation, bridge seismic retrofit, bridge replacement, street resurfacing, sidewalk repair, stair & path repair, slide restoration, and emergency roadway repair. He was responsible for managing and administering CIP budget of $100 million and staffing of 9 FTE’s. Mr. Heredia was responsible for managing and administering 37 multi-tiered as-needed professional services contracts for civil, structural and geotechnical engineering services totaling $11.7 million. He was also responsible for managing and administering “design/build” contracts for major redevelopment funded CIP projects.

Infrastructure Maintenance Division
City of Oakland; Oakland, CA
Acting Operations Manager/Supervising Civil Engineer | Mr. Heredia acted as operations manager for the Infrastructure Maintenance Division, consisting of streets and sidewalks, sewer and storm drainage, and tree maintenance. He was responsible for managing and administering an annual operating budget of $15.8 million and staffing of approximately 156 employees. He assisted in Fiscal Year 2005-07 budget development for Public Works Agency, Infrastructure Maintenance Division.

EXPERIENCE 21 Years
TENURE W/GA 1 Years

EDUCATION
M.S., Civil Engineering, University
of California, Berkeley
B.S., Civil Engineering, University
of California, Berkeley

REGISTRATIONS
Professional Civil Engineer, CA,
No. 42244
Cesar Lara
Construction Inspector/Pavement
Preservation Specialist
Mr. Lara has over 20 years of experience in the pavement industry. He has introduced and helped author specifications for bonded wearing course, TruPave, GlasPave Paving Mat, Evotherm WMA, Scrub Seal, Micro Surfacing and other products in Western US. He was responsible for the development and implementation of specifications in California, Oregon, Washington and Nevada for Telfer and Telfer Pavements for various maintenance processes, emulsions and specialty product lines. His experience includes consulting on multiple value engineering projects as the pavement preservation expert for the City of Santa Clara, City of Stockton, City of San Ramon, City of Danville, Mendocino County, Marin County, Amador County and Placer County. Mr.

Lara’s experience includes providing street assessments and recommendation to cities, counties, and state agencies.

Project Experience
FY 2015 Measure M Surface Seals
City of Berkeley; Berkeley, CA
Pavement Preservation Specialist | This was the City’s first Asphalt Rubber Cape Seal (AR chip seal covered by a Type II Slurry) project that Mr. Lara presented to the City on Pavement Preservation. He assisted the City in choosing specific street locations that would benefit from this treatment. This treatment was eventually placed at various locations throughout the City.

FY 2020-21/2021-22/2022-23 StreetSaver Pavement Preservation Streets County of Marin; Marin County, CA
Pavement Preservation Specialist | Mr. Lara provides value engineering services by reviewing all streets/recommendations from the County’s StreetSaver report. He chose specific locations for their pavement preservation program and marked all dig out locations.

Cold Plane AC Pavement and Overlay RMHA-G (BWC)
Caltrans District 4: Solano County, CA
Construction Quality Control | This project was on Highway 505 between Vacaville and Winters from Post mile 0.0 – 10.6 North and South bound lanes (approx. 40 lane miles). Mr. Lara provided quality control on materials during the placement of 39,700 tons of RMHA-G BWC.

Bonded Wearing Course Highway 37
Caltrans District 4; Vallejo, CA
Construction Quality Control | This project involved the placement of 2,100 tons of patch paving and 5,800 tons of rubberized BWC on 14 miles of Highway 37. The highway was closed during night paving and opened early on both nights safely to traffic. Mr. Lara provided quality control of materials during the placement of patch paving and rubberized BWC.

EXPERIENCE 20 Years
TENURE W/GA 2 Years

CERTIFICATIONS/TRAINING
SWPPP
Caltrans: 8 Hour Safety Training
APWA: Inspector Training

TECHNICAL KNOWLEDGE
• Roadway Resurfacing and
Reconstruction
• Pavement Preservation

ORGANIZATIONS
• Western Regional Association
of Pavement Preservation –
Current President
• Maintenance Superintendent
Association – Annual
Presenter
• American Public Works
Association, Northern
California Chapter –
Education Committee,
Secretary

CESAR LARA

CONSTRUCTION INSPECTOR/PAVEMENT PRESERVATION SPECIALIST 2013 Road Sealant Projects
County of Marin; Marin County, CA
Construction Quality Control | The project covered 291,000 square yards of Chip Seal and 208,200 square yards of Micro Surfacing on various locations throughout the County. Mr. Lara provided quality control services for the emulsion and placement of Chip Seal and Micro Surfacing activities.

Various Pavement Preservation Projects
Various Clients; Bay Area Region, CA
Pavement Preservation Specialist | Mr. Lara has provided his pavement and preservation expertise to multiple city and county agencies throughout California. He regularly conducts street assessments and provides agencies recommendations to help preserve the life of their roads. As part of this effort he is currently developing a 5-year Preservation Plan for Marin County by evaluating current road conditions, marking dig-outs and inspecting current county projects.

Various Pavement Preservation Projects
Telfer Pavement Technologies; Martinez, CA
Pavement Preservation Specialist | As a pavement preservation specialist who understands the details of asphalt products, Mr. Lara’s industry knowledge with pavement distresses and emulsion products/processes is an asset to any project. Telfer Pavement Technologies specialized in the manufacture, distribution, transportation and application of asphalt products. Their services included asphalt rubber production and placement, emulsion chip sealing, slurry and microsurfacing, bonded wearing course, dust control, fabric, mat and grid installation, sand sealing/scrub sealing, fog sealing, tack coat, prime coat, CTB cure and many others. For nearly a decade Mr. Lara provided critical expertise and recommendations to city, county, and state agencies on the best products and materials that were most suited to their needs and budgets.

ATTACHMENT “B”

COMPENSATION
Construction Management for the City of Pacifica, FY 2022-23 Pavement Resurfacing Project www.ghirardelliassoc.com
Associate Role Rates
ST March April May June
Total Hours
Jaime Heredia
Construction
Manager / Resident
Engineer
$222.32 20 30 30 15 95
Cesar Lara Construction
Inspector $165.80 80 172 172 80 504
Jaime Heredia
Construction
Manager / Resident
Engineer
$21,120.40
Cesar Lara Construction
Inspector $83,563.20
Special Inspection and Material Testing $12,000.00
$116,683.60
$116,683.60
Fee Assumptions: