Justification for Utilizing a Piggyback/Cooperative Contract December 1, 2023
Pi
ggyback or Lead Agency: __City of Pacifica____________________________________________ Contract No./Description: September 8, 2020, Stakeholder Engagement Plan Vendor(s) Name(s): Kearns and West
Per Chapter 2.52 of the Municipal Code of the City of Richmond, w e have reviewed and completed due diligence on the aforementioned piggyback /cooperative contract. As part of the due diligence review, we have confirmed that the contract complies with our procurement rules and practices. We have further confirmed that all purchases will comply with the terms and prices in the contract. It has been determined that it is in the best interests of the City to utilize this contract for the reasons cited below:
Item Issue Comments
1 Is there a Piggyback Purchase Agreement allowing use of the contract? If “Yes”, please attach to this form.
Yes.
2. Are there local suppliers or contractors who could provide the product or service at competitive rates?
Yes.
3. A copy of the solicitation has been obtained from the originating agency and reviewed for compliance with the City’s purchasing ordinance. Please attach to this form.
Yes.
4. A written documentation has been made of a thorough investigation of the current market and determination that the originating agency's' solicitation is the most advantageous Yes. Rates attached.
5. Does the cooperative contract provide the most advantageous solution? Why?
Factors may include advantageous terms, conditions, prices, quality, performance, timing, experience & ability to perform etc.
Yes.
The City requires a Consultant
capable of providing public outreach
for a sensitive project. The City of
Pacifica has a similar project with the
Beach Blvd Restoration Resiliency
Project.
6. The specifications of the item or service required by the City are not materially different from those originally specified in the originating agency's solicitation
No, they are not materially different
Both the City of Pacifica and the City
Richmond projects are in sensitive
areas, and would/will require public
outreach and meetings with skilled
moderators.
7. The price of the purchase is lower than that estimated for the purchase if made directly by the City pursuant to the purchasing ordinance
No. The rates are not lower
compared to the City of Pacifica.
8. The price of the purchase is within fifteen percent (15%) or $2,500 of the originating agency’s solicitation
Yes. The consultant’s rates are
comparable to the rates for
Richmond.
9. The contract resulting from the original solicitation is current or the solicitation is within thirty-six (36) months from the date of the City’s order, or written justification is provided justifying use of an older solicitation
The Pacifica project was a multi-year effort
requiring extensive public outreach, similar to the
Keller Beach Sanitary Sewer Project. While the
Pacifica procurement occurred more than three
years ago, Kearns & West’s ongoing work in
similar projects provides a relevant cost
benchmark. Additionally, consultant fees typically
increase annually due to inflation and market
conditions, so referencing established pricing from
an active engagement aligns with the intent of
using a current project for comparison.
2/13/2025
CITY OF PACIFICA
COUNTY OF SAN MATEO
TABLE OF CONTENTS
1. PROJECT AREA ........................................................................................................................ 1
2. PURPOSE ................................................................................................................................... 1
3. DEADLINE FOR SUBMITTING RFP RESPONSE ................................................................. 2
4. CONTACT PERSON(S) ............................................................................................................ 3
5. INSTRUCTIONS TO PROPOSER ............................................................................................ 3
6. PROPOSED RFP TIMELINE .................................................................................................... 4
7. INFORMATION TO BE SUBMITTED .................................................................................... 5
8. AGREEMENT TYPE AND METHOD OF PAYMENT ........................................................... 6
9. REVIEW AND SELECTION PROCESS .................................................................................. 7
10. ORAL INTERVIEWS ................................................................................................................ 7
11. PUBLIC NATURE OF PROPOSAL MATERIAL .................................................................... 7
12. SCOPE OF WORK ..................................................................................................................... 9 PHASE 1- PRELIMINARY PLANNING & FEASABILITY ...................................................... 9 PHASE 2 - DESIGN, ENGINEERING & ENVIRONMENTAL (OPTIONAL) ...................... 14 ATTACHMENT 1- SAMPLE AGREEMENT FOR CONSULTANT SERVICES ............................ 18
REQUEST FOR PROPOSALS
BEACH BOULEVARD SEAWALL REPLACEMENT PROJECT
1 REQUEST FOR PROPOSALS (“RFP”)
CITY OF PACIFICA
BEACH BOULEVARD SEAWALL REPLACEMENT PROJECT
1. PROJECT
The City of Pacifica is seeking seeking professional services to perform a comprehensive feasibility study with optional post-feasability design & engineering on the Beach Boulevard Seawall and Promenande. The Project area is located in northern Pacifica, in the West Sharp Park distict, running parralel with Beach Boulevard just west of the Palmetto Shopping District. The project entails assessing the entire span of the current seawall which includes three different structures; the north wall, the pier sheet pile wall, and the south wall. The project location can be more particularly seen in the below aerial below:
2. PURPOSE
The purpose of the Beach Boulevard Seawall Replacement Project (Project) is to ensure public health and safety in the general vicinity of Beach Boulevard including the West Sharp Park neighborhood. The West Sharp Park neighborhood is considered the downtown area of Pacifica and is home to a thriving community that includes a school, library, shopping district, golf course and City Hall.
Continued seawall failure along the northern portion of the seawall has been
REQUEST FOR PROPOSALS
BEACH BOULEVARD SEAWALL REPLACEMENT PROJECT
2 recorded since the wall’s construction in 1984-85. Waves crash over the seawall onto the road several times a year creating a hazardous area for the general public and causes road closures along the northern portion of Beach Boulevard. This project aims to assess the need and feasibility of reconstruction of both the northern and southern section of the Beach Boulevard seawall and promenade along with the pier sheet pile system.
The City seeks competitive proposals for planning, engineering, and environmental services for the Project. The proposal will be for the Feasibility Study phase with a City optional extension for Design & Permitting services.
3. DEADLINE FOR SUBMITTING RFP RESPONSE
Interested proposers responding to this RFP shall submit one (1) original, three (3) paper copies, and one (1) digital copy of their RFP response.
All RFP responses shall be clearly marked “PLANNING, ENGINEERING, & ENVIRONMENTAL SERVICES FOR BEACH BOULEVARD
SEAWALL REPLACEMENT PROJECT” and shall be delivered no later than 5:00 pm on Tuesday, March 31, 2020 to:
City of Pacifica
ATTN: Ryan Marquez, Associate Civil Engineer
170 Santa Maria Avenue
Pacifica, CA 94044
ANY LATE RFP RESPONSES WILL BE SUBJECT TO OUTRIGHT
REJECTION
REQUEST FOR PROPOSALS
BEACH BOULEVARD SEAWALL REPLACEMENT PROJECT
3 4. CONTACT PERSON(S)
Technical questions or comments concerning this RFP may be directed to the following individual:
Ryan Marquez, Associate Civil Engineer
Office Phone: (650) 738-3769
Email: [email protected]
5. INSTRUCTIONS TO PROPOSER
5.1 Examination of Proposal Documents
The submission of a proposal shall be deemed a representation and certification by the Proposer that they:
5.1.1 Have carefully read and fully understand the information herein provided by the City to serve as the basis for submission of their proposal.
5.1.2 Have the capability and qualifications to successfully undertake and complete the responsibilities and obligations of the proposal being submitted.
5.1.3 Represent that all information contained in their proposal is true and correct.
5.1.3 Acknowledge that the City has the right to make any inquiry it deems appropriate to substantiate or supplement information supplied by Proposer and Proposer hereby grants the City permission to make these inquiries, and will provide any and all related documentation in a timely manner.
While there is no mandatory site visit, it is highly encouraged to understand the complexities and constraints of the project area. No request for modification of the proposal shall be considered after its submission on grounds that Proposer was not fully informed to any fact or condition.
5.2 Addenda/Clarifications
Should discrepancies or omissions be found in this RFP or should there be a need to clarify this RFP, questions or comments regarding this RFP must be put in writing and received by the City no later than 5:00 p.m. Wednesday, March 18, 2020.
Correspondence shall be addressed to: Ryan Marquez, Associate Civil Engineer, 170 Santa Maria Avenue, Pacifica, CA 94044 or emailed to [email protected].
Responses from the City will be posted on the City website with the RFP document or can be requested by emailing the contact person. Inquiries received after the date and time stated will not be accepted and will be returned to senders without a response. All addenda shall become a part of this RFP and shall be acknowledged on the Proposer’s Form.
REQUEST FOR PROPOSALS
BEACH BOULEVARD SEAWALL REPLACEMENT PROJECT
4 The City shall not be responsible for nor be bound by any oral instructions, interpretations or explanations issued by the City or its representatives.
5.3 Withdrawal of Proposals
Proposer may withdraw its proposal at any time before the deadline for submission of proposals as provided in the RFP by delivering a written request for withdrawal signed by, or on behalf of, the Proposer.
5.4 Rights of the City of Pacifica
This RFP does not commit the City to enter in a contract, nor does it obligate the City to pay for any costs incurred in preparation and submission of proposals or in anticipation of a contract. The City reserves the right to:
• Make the selection based on its sole discretion;
• Reject any and all proposals;
• Issue subsequent Requests for Proposals;
• Postpone opening for its own convenience;
• Remedy technical errors in the Request for Proposals process; • Approve or disapprove the use of particular sub consultants; • Negotiate with any, all or none of the Proposers;
• Accept other than the lowest offer;
• Waive informalities and irregularities in the Proposals; and/or • Enter into an agreement with another Proposer in the event the originally selected Proposer defaults or fails to execute an agreement with the City.
6. PROPOSED RFP TIMELINE
The RFP Timeline is as follows:
Begin RFP Process February 6, 2020
RFP Advertisement Period February 6-March 31, 2020
at 5:00 PM
Deadline to Submit Questions Related to the RFP March 18 at 5:00 PM Deadline for Submittal of Proposals March 31 at 5:00 PM Review by City Staff April 1 –April 17, 2020
Interview Top 2 or 3 Proposers April 27- April 30, 2020 Notify Selected Consultant May 4, 2020
Negotiate Contract May 4- May 15, 2020
REQUEST FOR PROPOSALS
BEACH BOULEVARD SEAWALL REPLACEMENT PROJECT
5 City Council Approval May 26, 2020
7. INFORMATION TO BE SUBMITTED
These instructions outline the guidelines governing the format and content of the proposal and the approach to be used in its development and presentation. The intent of the RFP is to encourage responses that clearly communicate the Proposer’s understanding of the City’s requirements and its approach to successfully provide the products and/or services on time and within budget. Only that information which is essential to an understanding and evaluation of the proposal should be submitted.
Items not specifically and explicitly related to the RFP and proposal, e.g. brochures, marketing material, etc. will not be considered in the evaluation.
The Proposer shall complete and furnish the following items with their proposals:
7.1 Proposal Overview & Summary
This section/paragraph shall clearly convey the Proposer’s understanding of the work and project approach. Proposer should address the overall approach to the project, the reports and deliverables that are to be presented, and a work plan that outlines Proposer’s approach and methodology. Should the proposer have additional proposed scope they feel would be beneficial to the project, they are encouraged to submit this in addition to what is listed in this RFP.
7.2 Project Schedule
Include a table or written description indicating the anticipated duration and start and completion dates for tasks.
7.3 Cost Proposal
The Consultant shall provide an estimate of the required personnel hours by task and job title per proposed schedule in a separate sealed envelope. This hourly rate shall include labor, reporting, travel, technical supervision, equipment, taxes, insurance, and all other incidental charges. There should be separate hourly rate and mileage charged for travel time.
7.4 Consultant Qualifications
Experience: Provide a general overview of the Consultant’s experience at design and environmental documentation services that relate to this project. Please provide name and contact information for the owner or reference of related project submitted with this section.
Project Team: Describe the Consultant’s Project Team. Include the key individuals, including sub consultants that will actually be responsible for the project’s technical activities and for management of the project. Include a percent-time availability table for the project manager and key staff. An organization chart should be provided showing the inter-relation of all the project team members, both City and Consultants.
REQUEST FOR PROPOSALS
BEACH BOULEVARD SEAWALL REPLACEMENT PROJECT
6 References: Provide at least three (3) references for the key individuals on the project team that include reference name, title, organization, phone number and email. For each reference, provide the name of the client and a short description of the project, and describe the role and activities of the individual on that project. The selection team will be focusing on project performance and will be requesting input as to conformance with schedules and budgets.
7.5 Contractor Billing Rates
PLEASE NOTE: The City of Pacifica does not pay for services before it receives them. Therefore, do not propose contract terms that call for upfront payments or deposits. Please provide straight-time hourly billing rates for each individual on the project team, hour billing rates for any sub consultants, list of proposed expenses for outside services or vendors and a breakdown of anticipated incidental expenses, as well as any mark-ups.
8. AGREEMENT TYPE AND METHOD OF PAYMENT
It is anticipated that the agreement resulting from this solicitation if awarded will be a “time and not to exceed” contract.
Proposer shall be prepared to accept the terms and conditions of the Agreement, including Insurance Requirements in Exhibit 1 – Agreement for Consultant Services.
If a Proposer desires to take exceptions to the Agreement, Proposer shall include the following in their submittal package:
Proposer shall clearly identify each proposed change to the Agreement with redlines including relevant Attachments and submit it as a separate digital file. Proposer shall furnish the reasons for, as well as specific recommendations, for alternative language.
The above factors will be taken into account in evaluating proposals. Proposals that take substantial exceptions to be proposed Agreement may be determined by the City, at its sole discretion, to be unacceptable and no longer considered.
Insurance Requirements
The selected Proposer(s), at Proposer’s sole cost and expense and for the full term of the Agreement or any extension thereof, shall obtain and maintain the required insurance as specified in the Contract Documents.
All policies, endorsements, certificates and/or binders shall be subject to the approval of the City Manager, the Director of Public Works or their representative as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the City Manager, Director of Public Works or their representative. The
REQUEST FOR PROPOSALS
BEACH BOULEVARD SEAWALL REPLACEMENT PROJECT
7 selected Proposer agrees to provide the City with a copy of said policies, certificates and/or endorsement upon award of contract.
9. REVIEW AND SELECTION PROCESS
City staff will evaluate the proposals provided in response to this RFP based on the following criteria:
9.1 Responsiveness of the RFP response related to the scope of work;
9.2 Proposer’s written understanding of the proposed scope of work;
9.3 Ability, capacity, and skill of Consultant to perform the services on a qualified and timely basis;
9.4 Responses of the consultant’s references;
9.5 Experience, expertise, and qualifications of the Consultant and Consultant’s team members to be assigned to this Project;
9.6 The quality, availability, and adaptability of the Consultant’s services as related to the proposed scope of work;
9.7 Consultant’s success record on similar projects;
9.8 Perceived Consultant capacity for innovation; and
9.9 Such other information that may be required or secured.
Evaluation criteria are not necessarily listed in the order of importance. The City reserves the right to weigh its evaluation criteria in any matter it deems appropriate. In addition, the City reserves the right to reject any or all RFP responses and to waive informalities and irregularities in RFP responses received. Final approval of contract award is subject to the action of the City of Pacifica City Council.
10. ORAL INTERVIEWS
When deemed necessary, City may choose to conduct oral interviews with the top ranking proposer(s) for the Project, and may base its final ranking on both proposals and oral interviews. The City will then enter into negotiations with the most qualified firm.
11. PUBLIC NATURE OF PROPOSAL MATERIAL
Responses to this RFP become the exclusive property of the City of Pacifica. At such time as the Director of Public Works recommends the firm to the City Manager or to the City Council, as applicable all proposals received in response to this RFP become public record, with the exception of those elements in each proposal which are defined by the Proposer as business or trade secrets and plainly marked as “Confidential,” “Trade Secret,” or “Proprietary.” The City shall not in any way be liable or responsible for the disclosure of any such proposal or portions thereof, if they are not plainly marked as “Confidential,” “Trade Secret,” or “Proprietaryy” or if disclosure is required under the Public Records Act. Any proposal which contains
REQUEST FOR PROPOSALS
BEACH BOULEVARD SEAWALL REPLACEMENT PROJECT
8 language purporting to render all or substantial portions of the proposal “Confidential,” “Trade Secret,” or “Proprietary” shall be regarded as non-responsive.
REQUEST FOR PROPOSALS
BEACH BOULEVARD SEAWALL REPLACEMENT PROJECT
9 12. SCOPE OF WORK
The following preliminary scope of work is presented in outline form for the Consultant’s information only. The preliminary scope of work will be used as a basis for the consultant’s proposed scope of work, however the proposer should make changes as they see fit. Anything the proposer would like to add in or elaborate on is highly encouraged. The final scope of work will be negotiated with the City and produced in final form by the Consultant.
It should be assumed all deliverables will be submitted digitally unless otherwise noted.
PHASE 1- PRELIMINARY PLANNING & FEASIBILITY
1.1. Management & Coordination of Services (for Phase 1) Provide overall coordination for keeping project participants informed of progress, technical issues, planned activities, and events. Project participants include City and consultant staff involved with project management, engineering, environmental planning, and public outreach, as well as independent experts and other parties such as public agencies and community groups. For scheduling purposes, Consultant shall allow for two (2) weeks for City review of each draft deliverable, unless otherwise noted.
Kickoff Meeting: Attend a project initiation meeting including key members of the consultant team, City staff and agency partners to collect background materials and information; review the project goals, objective, scope and schedule; and establish work and communications protocols.
Progress Meetings: The consultant shall plan and conduct progress meetings that shall occur every other week with a mix of video/screen sharing conferences and in person meetings for larger progress meetings, as seen fit by the consultant or City. It should be assumed the average meeting will take one half hour to one hour with longer meetings for larger progress meetings.
Invoicing: Invoices shall be submitted per Agreement terms and shall breakdown hours spent on scoped tasks for the bill period and a detailed description of work done for time billed.
Project File Transfer Protocol (FTP) Site: Consultant shall create and manage a FTP site for storing and transfering project related files.
Coordinate review comments provided by others on reports, memoranda, project documents, and other work products. Documents shall be available on the FTP site to comment on.
Document and disseminate responses to review comments. Consultant will provide responses to all comments in a tabular format or within a single document that captured all comments.
Deliverables:
• Updated project scope, schedule and budget.
REQUEST FOR PROPOSALS
BEACH BOULEVARD SEAWALL REPLACEMENT PROJECT
10 • Meeting agendas (submitted day before meeting).
• Meeting minutes documenting key decisions & action items. • Regular progress reports, budget tracking reports, and invoices (all costs associated with invoicing must be included as overhead in Fee Proposal). • Project schedule management and updating as necessary. • FTP Site creation and management.
• Responses to review comments.
1.2. Community & Stakeholder Engagement
The consultant shall develop a community and stakeholder engagement strategy that enables the public to respond with ideas and provide comments on alternatives for the project. While the project will focus on the seawall, incidental work may occur along the promenade, pier sheet pile wall and beach area where the public shall be engaged to put forth a project that promotes public good. For the purposes of this RFP it should be assumed there would be four (4) public meetings that the proposer may distribute where they see fit. Should the proposer see a need for more meetings, the proposal shall reflect this.
Stakeholder engagement will also include meeting with regulatory agencies during the alternative design task in order to ensure agencies concerns are put into the project alternatives. Regulatory agencies could include the California Coastal Commission (CCC), United States Army Corps of Engineers (USACE), San Francisco Region Water Quality Board (SFRWQB), CA Fish & Wildlife (CDFW), California State Lands Commission (CSLC), and others. It may assumed that an Interagency meeting held at the USACE headquarters in San Francisco may be sufficient to initially engage USACE, SFRWQB, CDFW, and CSLC.
Deliverables
• Community & Stakeholder Engagement Memo outlining project engagement strategy, including proposed outreach methods, and incorporation into schedule. • Materials and agendas for three public meetings.
• Materials and agendas for regulatory agency meetings.
1.3. Existing Conditions Review
This task will include all work necessary to document and assess existing conditions for the north & south seawall, pier wall, and document need for replacement.
1.3.1. Data Collection & Review
Review data from all available sources; determine data gaps. Proposer shall assume main data review will be local coastal policies, existing plans, reports, and documentation of failures or problems.
Deliverables:
• Memo describing documents reviewed and insight gained.
REQUEST FOR PROPOSALS
BEACH BOULEVARD SEAWALL REPLACEMENT PROJECT
11 1.3.2. Additional Investigation
Propose and complete site investigations, subject to City approval, as necessary to fill in data gaps and refine critical data. Proposers shall include an allowance and expected tasks.
Deliverables:
• Site investigation report detailing investigation undertaken and results of investigation.
1.3.3. Existing Conditions Report
Deliverables:
• Document existing conditions in a report, draft and final.
1.4. Multi Hazard Risk Assessment
This task shall include a risk assessment of the seawall and associated infrastructure that includes condition, function, earthquake risk, flood risk including sea level rise and other climate change impacts, and both direct and indirect economic impacts to the City, region, and State. Subtasks include:
1.4.1. Flood Risk Assessment & Adaptation Plan
• Gather and review existing coastal modeling, assessments, and studies • Determine data gaps and recommend further assessment
• Complete additional assessment using short-term, mid-term, and long-term planning horizons and three sea level rise scenarios (low, medium, high). • Develop a wide range of flood protection alternatives consistent with City’s Local Coastal Plan.
• Particular attention should be paid to the gap between the southern terminus of the south wall and the levy for the Sharp Park golf course.
1.4.2. Earthquake Risk Assessment
• Develop earthquake vulnerability assessment for project area • Determine earthquake performance criteria
• Evaluate, assess, and summarize earthquake risk
1.4.3. Utility Risk Assessment
• Gather and review existing utility data including criticality, age, condition, maintenance/replacement plans.
• Generate GIS maps of utility infrastructure
• Map utilities on earthquake hazard and flooding hazard zones • Coordinate with utility agencies and providers to understand criticality and determine if utilities have existing plans or need to re-assess existing plans.
REQUEST FOR PROPOSALS
BEACH BOULEVARD SEAWALL REPLACEMENT PROJECT
12 • Summarize utility risks for consideration in seawall planning.
1.4.4. Environmental Conditions
• Assess existing environmental conditions including shoreline soil and groundwater, water quality and intertidal and near-shore subtidal habitat; and other environmental setting.
• Compile existing information available to support environmental review and permitting, and identify additional work needed.
• Identify habitat or other environmental quality improvements that seawall improvements can accomplish.
1.4.5. Economic Impact Assessment
• Direct and Indirect Impacts
• Benefit/cost analysis, include economic value of ecosystem functions using USACE guidance. Shall include estimated mitigation fees from regulatory agencies.
Deliverables:
• Subtask Technical Memos, Draft & Final
• Multi-Hazard Risk Assessment Report, Draft & Final
1.5. Alternative Design Development & Analysis
This task will include development of project alternatives, analysis and evaluation of alternatives, refinement of high-ranking alternatives, and selection of a preferred project.
Alternatives must consider environmental impacts, constructability, construction impacts, design life, adaptive capacity, costs, operations, maintenance, & innovation among others.
Subtasks should include:
1.5.1. Design Criteria
Criteria should be based off of hazard risk assessment, public input, stakeholder input, regulatory agency input, existing conditions, and more. A succinct set of criteria shall be formulated and approved by the City.
1.5.2. Features & Amenities Toolbox
While the wall structures will have a variety of alternatives, the City would like to develop a toolbox of possible features and amenities that can be incorporated with the overall project to encourage community, recreation and an environmentally friendly project. Community building and recreation components could include art, seating, pathways, and more. Environmentally conscious components could include a living seawall, educational signs or kiosks, coastal planting, and others. Materials, plantings, and other items suggested in this subtask should be resilient to a highly saline coastal climate. Innovation and creativity are encouraged for this subtask.
REQUEST FOR PROPOSALS
BEACH BOULEVARD SEAWALL REPLACEMENT PROJECT
13 1.5.3. Alternative Formulation
It should be assumed that there needs to be five (5) project design alternatives formulated and preliminarily assessed including a no project and sand replenishment option. Each option’s pros, cons, and feasibility will be assessed and discussed.
1.5.4. Alternative Comparison and Ranking
Create a ranking of the design alternatives with criteria for ranking clearly defined from a combination of design criteria and input received throughout the project that are critical to success of the project.
1.5.5. Refine Design & Engineering of Highest Ranked Alternatives The top three (3) alternatives shall then be refined and assessed more in depth. During this task a visual simulation from seaward and landward side of wall shall be produced.
Should an option effect the promenade and road area, three (3) high level concepts will be needed for possible re-design of the promenade and road area.
1.5.6. Final Evaluation, Selection and Preferred Design A final evaluation will then occur of the top three (3) alternatives with discussion of the evaluation and conclusion of a preferred design including a cost estimation for the preferred alternative. Additionally, the memo for this subtask should include funding options that the City may or have already begun to pursue at local, state, or federal funding levels.
Deliverables:
• Subtask Technical Memos, Draft & Final
REQUEST FOR PROPOSALS
BEACH BOULEVARD SEAWALL REPLACEMENT PROJECT
14 PHASE 2 - DESIGN, ENGINEERING & ENVIRONMENTAL
(OPTIONAL)
This phase will be optional and not obligatory for either the City or the proposer to pursue after Phase 1 is completed. Phase 2 will bring the preferred conceptual design to final design, including (and subject to) environmental review under the California Environmental Quality Act (CEQA) and permitting requirements. The scope of work for Phase 2 may change from the results of Phase 1. The scope will be re-negotiated before this phase begins but this portion is work shall still be proposed on at this time. The work may include the following Tasks but is subject to change.
3.1. Management & Coordination of Services (for Phase 2) Provide overall coordination for keeping project participants informed of progress, technical issues, planned activities, and events. Project participants include City and proposer staff involved with project management, engineering, environmental planning, and public outreach, as well as independent experts and other parties such as public agencies and community groups. For scheduling purposes, Proposer shall allow for two (2) weeks for City review of each draft deliverable, unless otherwise noted.
Kickoff Meeting: Attend a project initiation meeting including key members of the proposer team, City staff and agency partners to review Phase 1 findings and set Phase 2 goals.
Progress Meetings: The proposer shall plan and conduct progress meetings that shall occur every other week with a mix of video/screen sharing conference and in person meetings for larger progress meetings. It should be assumed the average meeting will take an hour with longer meeting for larger progress meetings.
Invoicing: Invoices shall be submitted per Agreement terms and shall breakdown hours spent on scoped tasks for the bill period and a detailed description of work done for time billed.
Project File Transfer Protocol (FTP) Site: Proposer shall create and manage a FTP site for storing and transfering project related files.
Coordinate review comments provided by others on reports, memoranda, project documents, and other work products. Documents shall be available on the FTP site to comment on.
Document and disseminate responses to review comments. Proposer will provide responses to all comments in a tabular format or within a single document that captured all comments.
Deliverables:
• Updated project scope, schedule and budget.
• Meeting agendas (submitted day before meeting).
• Meeting minutes documenting key decisions & action items. • Regular progress reports, budget tracking reports, and invoices (all costs associated with invoicing must be included as overhead in Fee Proposal).
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BEACH BOULEVARD SEAWALL REPLACEMENT PROJECT
15 • Project schedule management and updating as necessary. • FTP Site creation and management.
• Responses to review comments.
3.2. Environmental Documentation
The scope assumes an Environmental Impact Report (EIR) would be the appropriate document to evaluate the environmental impacts of the project in accordance with CEQA.
However, after Phase 1 the City may file for a consolidated Coastal Development Permit with the California Coastal Commission and, if the Coastal Commission makes the first discretionary action for the project, the City would rely on the Coastal Commission’s environmental analysis document to meet the requirements of CEQA as allowed under CEQA Guidelines Section 15253.
Additionally, based on potential funding sources and/or permitting requirements, it may be required to analyze the environmental effects of the project under National Environmental Policy Act (NEPA). The City would encourage the development of a Joint NEPA/CEQA document if supported by the identified NEPA lead agency. The consultant should provide their experience with NEPA and their qualifications of preparing a joint NEPA/CEQA document if later determined necessary.
Technical Studies: Focused environmental studies are anticipated to be required for the subjects of biological resources, cultural resources, geology, and wave run-up. Most of these studies can and should be based of work done in Phase 1. Should the proposer foresee additional technical studies to be necessary for environmental review outside of Phase 1 work, this is the appropriate section to mention them in.
• Prepare a Biological Assessment of the setting for the project. The objective of the assessment will be to provide information on sensitive resources so that the project can be sited and designed, if possible, to avoid any potential for significant impacts.
Identify potential impacts to sensitive habitats and/or species from the project.
Particular attention should be given to the projects ascetics and impacts to recreation.
• Provide an archaeological assessment – a reconnaissance-level investigation of pre- historic and historic archaeological resources for the proposed seawall, including search of the California Historical Resources Information System, and consultation with Native American tribes through the Native American Heritage Commission.
• Complete geological and wave run-up studies to evaluate the proposed seawall.
Geological study will include evaluation of the potential impact of coastal erosion and possible effects on the long-term life of the project including sand migration effects.
It should determine the potential rate of on-going erosion. The wave run-up study should address the trade-off between construction costs and the probable height of
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16 surf-related overtopping, in order to determine an appropriate wall height. Both studies should account for future sea level rise.
Scoping: Scoping efforts should include the preparation and distribution of a Notice of Preparation of an EIR, organizing and hosting a scoping meeting, and performing any other early public consultation.
Draft EIR : A draft EIR should be prepared in accordance with the CEQA Guidelines and should include an executive summary; project description, including project objectives and required approvals; environmental setting; consideration and discussion of environmental impacts, mitigation measures, alternatives, cumulative impacts, and economic and social effects; mitigation monitoring and reporting program; appendices of appropriate technical data, list of persons consulted; list of preparers; and list of references.
Public Comment Period: The consultant should prepar e and distribut e a Notice of Completion/Notice of Availability and organize and host a public meeting.
Final EIR: The consultant should organize, review, and respond to public comments collected during the public comment period, revise the draft EIR as appropriate to create the final EIR.
The consultant shall prepare a statement of overriding considerations and findi ngs of fact, if necessary. The consultant should draft Notice of Determination.
Public Hearings/ Meetings: The consultant should attend and participate in at least two public hearings. Additional project management and agency coordination meetings with staff should be assumed.
Deliverables:
• Necessary technical studies to support CEQA document including but not limited to biological resources, cultural resources, geology, visual simulations and wave run-up. • Scoping and public comment meeting materials
• Draft and final Notice of Preparation of an EIR
• Draft and final Notice of Completion/Notice of Availability • Draft Notice of Determination
• Administrative draft EIR– three (3) hard copies and electronic versions in Word and PDF formats
• Public draft EIR – Fifteen (15) hard copies and electronic versions in Word and PDF formats
• Administrative final EIR – three (3) hard copies and electronic versions in Word and PDF formats
• Public final EIR – Fifteen (15) hard copies and electronic versions in Word and PDF formats
• Meeting agendas and notes
3.3. Permitting Assistance
REQUEST FOR PROPOSALS
BEACH BOULEVARD SEAWALL REPLACEMENT PROJECT
17 Assist the City to obtain all necessary permits for initial projects. Assistance may include preparing draft permit applications including supporting graphics and technical write-ups, attending meetings and preparing meeting materials, and general technical advice. Permits assumed to be needed are: Coastal Development Permit, USACE 404 Nationwide, State Lands Commission Lease and filing notification of the project with the Regional Water Quality Control Board. However, there may be more based off of the preferred alternative and necessity of a NEPA document. Should the proposer see other possible permits necessary, please include these in your submitted proposal. It should be assumed meeting with regulatory agencies and permit follow up will be needed for the task.
Deliverables:
• Completed permit application forms and exhibits as noted above. • Meeting(s) with permitting agencies.
• Notes from follow-up contacts regarding the applications. • Additional data or clarifications in response to agency requests.
3.4. Plans, Specifications & Estimates (PSE)
This task, outside of 2.4.1, includes engineering plans, specification, estimates for the preferred alternative from refined concept to final bid ready plans and specifications. In the proposal please discuss what detail will be incorporated in each subtask submittal below:
3.4.1. Design Basis Document
3.4.2. 35% Plans, Specifications & Estimates
3.4.3. 65% Plans, Specifications & Estimates
3.4.4. 95% Plans, Specifications & Estimates
3.4.5. 100% Plans, Specifications & Estimates
Deliverables:
• Subtask documents, Draft & Final
3.5. Independent Design Review
Lead an Independent Design Review process for each final step in the PSE phase to be executed by a City selected and contracted consultant. This design review shall include input from independent technical experts in each of the technical/engineering/environmental fields required for each project, including but not limited to: civil engineering, coastal engineering, hydraulic engineering, geotechnical engineering, structural engineering, environmental impacts, constructability, and cost estimating. Review shall take place at each formal step in design (assume Design Basis, revised 35% Design, 65% Design, 95% Design, 100% Design) and include review of technical reports, calculations, plans, specifications, and cost estimates.
Please budget time for leading these reviews along with coordination and answering of questions.
REQUEST FOR PROPOSALS
BEACH BOULEVARD SEAWALL REPLACEMENT PROJECT
18 ATTACHMENT 1- SAMPLE AGREEMENT
FOR CONSULTANT SERVICES
19 MASTER AGREEMENT FOR CONSULTANT SERVICES
This Master Agreement for Consultant Services (the "Agreement") is made and entered into this _____________ day of _______________, ___, by and between THE CITY OF PACIFICA, a municipal corporation (hereinafter referred to as "CITY") and ____________________ ________________________________________ [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 __________________ services in connection with the ______________________________________;
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.
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
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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
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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 ______________ (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 ________________, its ________________, 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.
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4.2. CONSULTANT Contact. CONSULTANT designates _____________ 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.
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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 t he 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
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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 requi rement 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 e xcess 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
170 Santa Maria Avenue
Pacifica, CA 94404
Phone: (650) 738-7409
Facsimile: (650) 359-6038
Email: [email protected]
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If to CONSULTANT: ___________
______________
________________
____________________
Phone: _____________
Facsimile: _____________
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
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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 sub- subcontractor 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
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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.
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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
Approved As To Form
By:
Michelle Marchetta Kenyon, City Attorney
CONSULTANT
_______________________________
By: Date
By: Date
OAK #4818-2196-0582 v1
EXHIBIT A
TASK ORDER
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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]
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CITY OF PACIFICA
By: Date
___________, City Manager
Approved As To Form
By:
Michelle Marchetta Kenyon, City Attorney
CONSULTANT
_______________________________
By: Date
By: Date
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ATTACHMENT “A”
SCOPE OF SERVICES
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ATTACHMENT “B”
COMPENSATION
Q1240
Company No: 380
Fields marked with * are mandatory.
[email protected]
* Task:
* PM Email:
PD/BGL Email:
* Governing Terms and Conditions: OR
Other Exhibits:
(date signed)
(date signed)
Issued To:
* Vendor Name: * Site Name:
* Address: * Address:
* Attention: * GHD Contact:
Tel: Tel:
* Email: * Email:
* Name of Client:
* Currency: * Additional Insureds:
* Date of Service:
Line no. * Quantity * Unit * Unit Price Amount
1 T&M NTE* $12,185.00 $12,185.00
1 T&M NTE* $14,305.00 $14,305.00
1 T&M NTE* $60,320.00 $60,320.00
1 T&M NTE* $27,655.00 $27,655.00
1 T&M NTE* $22,715.00 $22,715.00
1 T&M NTE* $13,050.00 $13,050.00
1 T&M NTE* $19,250.00 $19,250.00
1 T&M NTE* $33,685.00 $33,685.00
1 T&M NTE* $17,435.00 $17,435.00
1 T&M NTE* $10,265.00 $10,265.00
1 T&M NTE* $7,515.00 $7,515.00
1 T&M NTE* $10,825.00 $10,825.00
Subtotal: $249,205.00
Tax:
Other:
This is not a valid PO without a PO Number, GHD and Vendor signatures Purchase Order Total: $249,205.00 Virtual CEQA scoping meeting - Agency
Summary of Phase 2a Outreach
12/13/2022
Exhibit A PO Terms and Conditions (Q1270)
Vendor to provide and deliver all items or services set out or otherwise described below subject to the Governing Terms and Conditions checked above. This PO expressly limits acceptance to such terms and conditions. Any additional or different terms proposed by Vendor are rejected unless expressly agreed to in writing by GHD. GHD's receipt of a signed copy is required prior to GHD's approval of any invoice for payment. Signature of this PO may be sent by portable document file (pdf) which shall be treated as an original signature, and any such signature, pdf file, or copy of this signed PO shall be valid as an original and shall be binding as if it were the original. Project number must be shown on all correspondence, invoices, insurance certificates, and delivery papers related to this PO. This PO or CO shall come into force and effect on the date of last authorized signature.
Site Location:
(authorized GHD signature)
(printed name of Vendor)(authorized Vendor signature)
(printed name of Issuer)
Craig Lewis, SE, PD
Pop-up style workshops (5 total)
Online Surveys, non-map based (2 total)
[email protected]
GHD Inc.
City of Pacifica
Ben Gettleman
415-391-7900
Vendor Framework Agreement (MA) No:
Exhibit C Scope of Work
* Time and Materials not to exceed $249,205.00 based on the Kearns & West 2023 Bill Rate Scheduled * Description of Services/Item no.
K&W will provide the following outreach and engagement services as described in Task 1.4 of Exhibit A of the prime agreement dated November 28th, 2022.
Communcation materials and awareness building
Smaller Committee/Commission meetings (3 total)
Engagement Plan
Ad-Hoc Committee Meetings (5 total)
Hybrid Public Workshop (2 total)
In-Person Public Workshop
Presentation of prelim design to Council
12601717
City of Pacifica
[email protected]
* Project Number:
Hybrid CEQA scoping meeting - Public
USD
Aaron Holloway
562-857-6068
[email protected]
Exhibit B Provisions of Prime Agreement
Kearns & West
Purchase Order (Services)
1.4.3 (Stakeholder Engagement K&W) * Task Org Code: 5005 Change Order Number:
Insurance certificate attached
Change Order Issue Date(s):
Change Order (check if applicable)
GHD Inc.
COP BBIRP Phase 2a Preliminary Design
Submit Invoices & Account Inquiries To:
Original PO Issue Date:
Please include PO Number, Project Number, and GHD contact on invoice Beach Boulevard Infrastructure Resiliency Project
Pacifica, CA
Aaron Holloway, PE
Craig Lewis, SE, PD [email protected]
* Project Manager:
Project Director/BGL:
* Project Name:
* Purchase Order Number:
233 Sansome Street, Suite 400
San Francisco, CA 94104
October 2022 Page 1 of 1
Crystal Jackson Kearns & West, Inc. Vice President - People & Operations 3/28/2023 03/30/2023
4/11/2023
380-002623
Q1270
Exhibit A: Professional Subconsultant Agreement – Terms and Conditions (US) GHD | Q1270 Exhibit A: Professional Subconsultant Agreement (US) | April 2021 The Power of Commitment 1
1. Definitions: "Agreement" shall mean: (i) the Purchase Order (the “PO”) to which this Exhibit A is attached; (ii) the terms and conditions within this Exhibit A ; (iii) any attached Exhibit B (if applicable); and (iv) any other Exhibits listed on or attached to the PO, all to be considered collectively as part of one and the same document; "Changes" shall mean any changes, revisions,
additions, or deletions to the Agreement; "Client" shall mean the individual or entity named on the PO with whom GHD has entered into an agreement for the provision of services in relation to the Project (the " Prime Agreement "); " GHD" shall mean the GHD entity issuing the PO; "Information" shall mean any data, documents, reports, or other information ; "Laws" shall mean any and all applicable statutes, laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction; "Parties" shall mean GHD and Subconsultant; "Project" shall mean the total undertaking to be accomplished for Client, of which the Services are a part; "Services" shall mean the work to be performed for GHD by Subconsultant under this Agreement; and "Site" shall mean the lands, structures, facilities, or other areas made available to Subconsultant for the performance of the Services or access.
2. Prime Agreement: The Prime Agreement is hereby incorporated into and made a part of this Agreement by this reference. Applicable provisions of the Prime Agreement shall be made available to Subconsultant as Exhibit B to this Agreement or upon request. With respect to its Services, Subconsultant agrees to be bound to GHD in the same manner and to the same extent as GHD is bound to Client under the Prime Agreement. In the event of a conflict between a provision of the Prime Agreement and this Agreement, the provision which imposes the more stringent requirement on the Subconsultant will prevail. Subconsultant agrees that the Prime Agreement provisions with respect to dispute resolution, jurisdiction, venue and choice of law shall prevail in the event of a dispute involving the Client.
3. Insurance: Subject to Article 2, Subconsultant and its lower-tier subconsultants shall purchase and maintain , throughout the performance of the Services and for an additional 3 years from the completion of the Services, at least the following insurance and limits of liability: (i) Workers' Compensation - Statutory; (ii) Employers' Liability - $1,000,000 each category; (iii) Automobile Liability, covering all automobiles owned, rented, hired, or used by Subconsultant and automobiles not owned by but used on behalf of Subconsultant - $1,000,000 each accident ; (iv) Commercial General Liability, equivalent to or broader than ISO form CG 00 01 12 04 - $1,000,000 per occurrence / $2,000,000 aggregate; and (v) Professional Liability - $1,000,000 per claim / $2,000,000 aggregate. If the Services of Subconsultant or its lower- tier subconsultants include exposure to environmental conditions or hazardous materials, the following or equivalent coverage will also be required: (vi) Pollution Liability - $1,000,000 per occurrence / $2,000,000 aggregate.
Policies under (iii), (iv), and (vi) above shall name GHD, Client, and each other person or entity listed on the PO as additional insureds, shall include a cross liability clause , and shall be primary and noncontributory. All policies above shall provide a waiver of subrogation in favor of GHD and Client where allowed by law.
Before any work is commenced at the Site, Subconsultant shall deliver certificates of insurance and required endorsements to GHD as certificate holder, evidencing that the required insurance is in force and that the insurance company issuing each policy will not cancel each such policy except after written notice is provided by mail to GHD. Insurance coverage required under this Agreement shall be additional security for the liability Subconsultant has assumed hereunder and shall not be deemed to limit any such liability nor shall such requirements be considered the amount or types of insurance Subconsultant should carry to adequately protect itself from the risks of its occupation or which it is required by law to provide.
Subconsultant shall include these minimum insurance
requirements in its lower-tier agreements unless GHD consents in writing to a deviation. The failure of GHD to insist upon any requirement in this Article shall not relieve Subconsultant of its obligation to fully comply with the requirements herein.
4. Indemnification: Subject to Article 2, Subconsultant, to the fullest extent permitted by law, shall indemnify, defend, and hold harmless GHD, its affiliates, subsidiaries, and parent company, the Client, each other person or entity listed on the PO, and their respective directors, officers, par tners, shareholders, officials, employees, agents, representatives, subconsultants (not including
Subconsultant or its lower-tier subconsultants), successors, and assigns, from and against any and all claims, costs, losses, and damages (including reasonable attorneys' fees and cost of defense) to the extent arising out of or resulting from any breach of contract, breach of Laws, or any negligent acts, errors, or omissions i n the performance of the Services under this Agreement by
Subconsultant, its lower-tier subconsultants, or anyone for whose acts Subconsultant may be liable. This includes any legal costs and/or disbursements paid or incurred to enforce the provisions of this Article.
Additionally, Subconsultant agrees to indemnify , defend, and hold GHD and Client harmless from claims, demands, actions, liability, expenses, and damages for alleged or actual infringement of patents or patent rights, copyrights, trademarks, claims of lien by others, from breach of the social security laws in connection with employees of Subconsultant, including any benefits payable under any merit plan, reserve account or otherwise pursuant to any law.
5. Standard of Care : Subconsultant represents that it is qu alified to perform the Services, that all licenses or permits required to perform the Services will be timely acquired, and that Subconsultant shall comply with all Laws, in the performance of the Services. Subject to Article 2, Subconsultant shall: (i) perform all Services in accordance with th e requirements of this Agreement; and (ii) perform its Services in the manner consistent with the level of skill and diligence ordinarily exercised by members of
Subconsultant's profession practicing under similar conditions at the same time and in the same locality. Subconsultant shall correct or re-perform Services not meeting this standard, at its expense and without additional compensation, promptly after notice from GHD.
These requirements shall survive any acceptance and payment for Subconsultant’s Services . The obligation to re-perform deficient Services does not relieve Subconsultant from liability for damages for Services not meeting the applicable standard of care that may be discovered any time prior to the expiration of the applicable statute of limitations. Subconsultant shall retain similar obligations with respect to any Services or portion of Services completed by any lower -tier subconsultant, or any party for whose acti ons Subconsultant may be liable.
6. Relationship of the Parties: Subconsultant shall be an independent contractor , not act or present itself as an agent or employee of GHD, and shall have complete and sole responsibility for and control over its employees, agents, representatives, and lower-tier subconsultants, or any party for whose actions Subconsultant may be liable, and the means and methods of providing the Services.
7. Assignment and Subcontracting: Subconsultant shall not assign or sublet this Agreement, or any part thereof, and shall not assign
GHD | Q1270 Exhibit A: Professional Subconsultant Agreement (US) | April 2021 | 2
any money due or to become due hereunder without first obtaining the written consent of GHD. Subconsultant shall cause each approved lower-tier subconsultant to be bound by the terms of this Agreement relevant to the portion of work to be performed by such lower-tier subconsultant and to assume toward Subconsultant such obligations and responsibilities that will ensure that no arrangement or agreement with any lower-tier subconsultant is inconsistent with this Agreement or adversely affects GHD's exercise of its rights hereunder. Subconsultant shall be fully responsible for the acts and omissions of its lower-tier subconsultants and of persons directly or indirectly employed by its lower-tier subconsultants. Nothing contained herein shall create any contractual relationship between GHD and any lower-tier subconsultant of Subconsultant.
8. GHD Assignment : Subconsultant hereby agrees that this Agreement may be assigned to another entity within the GHD group of companies that will be directly or indirectly wholly owned by GHD Group Pty Ltd. (a “ Related Entity”). Any such Related Entity shall assume all of GHD’s liabilitie s, duties, and obligations in, to, and under this Agreement. Subconsultant hereby agrees that such assignment may be effected without any further notice or action on the part of GHD. Upon request, Subconsultant agrees to execute and deliver any further documents as may be reasonably requested by GHD or its successor to evidence such consent and/or assignment.
9. Laws: In the performance of the Services, Subconsultant shall comply with Laws and shall pay all costs connected with such compliance. Subconsultant shall obtain and pay for all required permits, certificates, and licenses necessary for the performance of the Services.
10. Taxes: Subconsultant shall pay all fees or taxes, including (i) sales, use, or consumer, (ii) taxes for employment insurance, pensions, or any similar purpose, and (iii) any other taxes required by Laws.
Subconsultant shall hold harmless and indemnify GHD for any claims related to the Subconsultant’s failure to pay applicable fees or taxes.
11. Access to and Use of Site: GHD may arrange access to the Site through Client, or provide assistance to Subconsultant with obtaining such access for the purpose of Subconsultant performing Services required under this Agreement. Subconsultant shall not interfere with and shall cooperate in all material respects with other consultants’, contractors’, or Client's operations at the Site, and shall coordinate the Services with the work of others, as applicable.
Subconsultant shall confine its equipment and the operation of its employees to limits shown on drawings (if available), or indicated by Laws or permits, or directions of GHD or Client.
Before commencing any subsurface activity, Subconsultant shall verify that all utilities have been identified and located.
Subconsultant shall ensure the safety and protection of such utilities. Subconsultant shall be deemed to have inspected and examined the Site and surroundings before submitting its proposal and to have become fully informed and satisfied regarding all of the risks, contingencies, general, local, and Site conditions, and all other matters w hich can in any way affect the cost, progress, performance, or furnishing of the Services.
12. Health and Safety: Subject to Article 2, Subconsultant shall comply, and shall secure compliance by its employees, agents, and lower-tier subconsultants with all health, safety and security Laws, including, without limitation, state and local Laws, any health and safety plan issued by GHD or its Client, and GHD and Client rules and regulations. Compliance with such requirements shall represent the minimum standard required of Subconsultant.
Subconsultant shall be responsible for examining all requirements and determining whether additional or more stringent health, safety and security provisions are required for the Services. Subconsultant agrees to comply with training, medical monitoring, and certification requirements regarding its employees, agents, lower -tier subconsultants and other invitees to the extent required by Laws, health and safety plans, and Client rules and re gulations, and to pay the costs and expenses thereof . Subconsultant warrants that all such persons shall be fit and qualified to carry out the Services.
Subconsultant agrees to furnish protective devices and clothing as required by Laws, health and safety plans , and GHD and Client rules and regulations, and to ensure that such devices or clothing are properly used by employees, lower -tier subconsultants , and other invitees of Subconsultant at the Site.
13. Deliverables: GHD will (i) review Subconsultant’s deliverables and render decisions required by GHD in a timely manner; (ii) make available to Subconsultant all technical data available to GHD , including previous reports, maps, surveys, borings, and all other information pertinent to the Services, all of which Subconsultant may reasonably rely upon in performing the Services her eunder, except as may be specifically provided otherwise in writing; and (iii) give prompt written notice to Subconsultant whenever GHD observes or otherwise becomes aware of any development that affects the scope or timing of the Services, or any deficiency or non- conformance in the Services. Subconsultant shall be responsible for the accuracy of all information used in the preparation of Deliverables, except to the extent that such information was provided by GHD and Subconsultant reasonably relied on suc h information. Subconsultant shall be liable for any loss or damage arising from any inaccuracy in such information, except to the extent that such information was provided by GHD and Subconsultant reasonably relied on such information. Subconsultant shall furnish copies of any progress or status reports with regard to deliverables when requested by GHD.
14. Audit and Record Retention: Representatives of GHD and Client shall have access, at all reasonable times, to Subconsultant’s personnel job descriptions, books records, correspondence, instructions, plans, drawings, receipts, vouchers, data stored in computers, and memoranda of every description pertaining to the Services, for the purpose of auditing and verifying the accuracy of costs and hours relating to the Services for which GHD is to credit Subconsultant hereunder or for any other reasonable purpose.
GHD and Client’s representatives shall have the right to copy any of the information referred to above. Subconsultant shall preserve and provide, and shall require its lower -tier subconsultants to preserve and provide , audit access to all information referred to above for a period of not less than 3 years after comp letion and acceptance of the Services or termination of the Agreement of for the period required by the Prime Agreement or by law, if longer.
15. Confidentiality: Subject to Article 2, Subconsultant shall maintain as confidential (and shall cause its employees, agents, and lower- tier subconsultants to maintain as confidential) and shall not disclose to others, including wi thout limitation, any governmental authority, either before or after termination or completion of this Agreement, any Information provided to Subconsultant by GHD or any employees, agents, or consultants of GHD or any Information obtained or generated by Subconsultant pursuant to this Agreement, except for: (i) Information which has come into the public domain other than through Subconsultant or any of its employees, lower-tier subconsultants, or agents; (ii) Information that can be established by Subconsultant as previously known to it; (iii) Information acquired by Subconsultant from an independent third party not under any obligation to GHD to keep such information confidential; or (iv) as expressly authorized in writing in advance by GHD. Subconsultant's obligation to maintain confidentiality shall not apply to disclosures compelled by law, an order of a court of competent jurisdiction, or a subpoena; provided, however, Subconsultant shall immediately notify GHD of the circumstances requiring such disclosure and shall refrain from such disclosure for the maximum period of time allowed by law so that GHD may procure a protective order or take other action to protect the
GHD | Q1270 Exhibit A: Professional Subconsultant Agreement (US) | April 2021 | 3
confidentiality of the Information.
Subconsultant shall make all of its employees, agents, and lower- tier subconsultants having access to said Information aware of this obligation of confidentiality and bind each of them under terms identical to these obligations of confide nce as they apply in connection with their respective portion of the Services. No articles, papers, or treatises related to or in any way associated with the Services shall be submitted for publication without GHD's express prior written consent.
Subconsultant acknowledges that any breach of this provision will cause irreparable harm to GHD.
16. Intellectual Property: Subject to Article 2, all documents, including drawings and specifications, prepared or furnished by
Subconsultant in the performance of the Services, may be considered 'instruments of service ' in respect of the Project, and Subconsultant shall retain an ownership and property interest therein regardless of the progress and/or completion of the Project.
However, GHD and Client may make reference to and/or reuse such documents, or portions thereof, in connection with: (i) use or occupancy of the Project or Site by Client ; (ii) GHD's services associated with the Prime Agreement, the Project, or the Site; and (iii) any extensions of the Project. GHD and Client may also make and retain copies of all such documents in connection with the Project or the Site. Any reuse without written verification or adaptation by Subconsultant for the specific purpose intended will be at GHD’ s or Client's sole risk , and without liability or legal exposure to Subconsultant.
17. Payment: Subconsultant shall submit monthly invoices for Services rendered in a form and with documentation as GHD may require.
Payment on invoices approved by GHD, including final payment, will be made within 14 days of GHD receiving payment from Client.
Subconsultant agrees that: (i) payment by Client to GHD shall be a condition precedent of any payment from GHD to Subconsultant; (ii) such payment by Client shall act as the sole source of funds for any payment to Subconsultant; and (iii) Subconsultant assumes the risk of Client's failure to pay, or any form of bankruptcy, insolvency, or default on payment by Client. SubconsuItant’s invoice for final payment will not be approved until Subconsultant has completed all work associated with the Services, submitted all deliverables, and if requested by GHD, provided satisfactory evidence of payment of all obligations arising out of this Agreement. No payment made by GHD hereunder, including final payment, shall be construed as evidence of the proper performance of the Services , nor of acceptance of deficient or nonconforming Services.
18. Liens: As a condition precedent to payments hereunder, Subconsultant, upon request from GHD, shall furnish lien releases, satisfactory to GHD and Client. GHD, at any time, may pay, vacate and/or discharge liens, claims , and encumbrances filed by Subconsultant’s lower-tier subconsultants or suppliers and deduct the amount paid, together with costs and attorneys’ fees, from compensation due Subconsultant hereunder. The application by Subconsultant for final payment under this Agreement shall operate as a release to Client and GHD for all claims and lia bility to Subconsultant, its representatives, lower -tier subconsultants, suppliers, and assigns for any additional compensation or payment relating to any and all things done or furnished relating to the Services rendered by Subconsultant in performance of the Services. Final payment shall in no way relieve Subconsultant of liability for its obligations or for deficient Services discovered after final payment.
19. Changes: GHD shall have the right at any time to make Changes in the Services without invalidating this Agreement or any PO. GHD shall promptly notify Subconsultant of any Changes. If such Changes increase or decrease the cost or time required for the Services, adjusted compensation and/or time will be m utually agreed upon in writing , and evidenced by a change order to be issued by GHD. This Agreement may only be modified by the issue of a written change order.
No additional work shall be allowed or Changes made by
Subconsultant, or paid for by GHD unless and until authorized by GHD by written change order issued prior to the commencement of the additional work.
20. Delays: With the exception of any delays caused by the Subconsultant’s failure to provide the Services in accordance with Article 5 herein, neither party shall be liable to the other party for delays in performing the Services or for the direct or indirect cost resulting from such delays that may result from fires, labor strikes, riots, acts of governmental authorities, extraordinary weather conditions or other natural catastrophe or any other cause beyond the reasonable control or contemplation of either party. Any extension of time granted to Subconsultant pursuant hereto shall be Subconsultant's sole and exclusive remedy for any claim resulting from a delay caused by such occurrences.
21. Termination: Notwithstanding Article 2, GHD may terminate this Agreement (i) for its own convenience upon delivery of written notice to Subconsultant effective upon receipt, or (ii) upon delivery of 7 days’ written notice to Subconsultant at the occurrence of any of the following, or of any other comparable event: (a) insolvency of Subconsultant; (b) the initiation against Subconsultant of proceedings under any law relating to bankruptcy, insolvency, or the relief of debtors; (c) the loss of or failure of Subconsultant to provide GHD with copies of the necessary permits, licenses, and approvals; (d) any strike, picketing, or labor trouble involving Subconsultant's personnel and affecting GHD, Client, or Subconsultant's ability to perform the Services; or (e) the failure of Subconsultant to diligently meet its other obligations under this Agreement, including but not limited to providing proof of insurance.
If Subconsultant rectifies the said event prior to the expiry of the said notice period, the notice of termination shall be void and of no effect. If GHD terminates this Agreement for its convenience, Subconsultant shall be paid for that portion of the Services satisfactorily completed as of the date of termination plus Subconsultant's reasonable charges directly occasioned by the termination. No payment shall be due for Services not furnished in accordance with this Agreement.
22. Rights and Remedies : The rights and remedie s of the parties hereunder are cumulative, and in addition to, not in lieu of, those which the parties have at law or in equity. Waiver of a breach of any provision of this Agreement shall not constitute a waiver of any other or future breach of the same provision or any other provision or of the entire Agreement. Failure of GHD to insist upon strict performance of any provision of this Agreement shall not be deemed a waiver of any rights GHD may have.
23. Severability: In the event that any provision of this Agreement should be declared void or unenforceable under any Law, the remaining provisions shall not be affected and shall continue in full force and effect.
24. Survival: All obligations arising prior to termination of the Agreement and all provisions of the Agreement allocating responsibility or liability between GHD and Subconsultant shall survive the completion of the Services and termination or cancellation of the Agreement.
25. Dispute Resolution : Subject to Article 2, both parties agree in good faith to attempt to resolve amicably, without litigation, any dispute arising out of or relating to this Agreement or the work to be performed hereunder. Following notification of a dispute, the parties shall have 5 business days from the date of notification to begin negotiations and 15 business days from the notification date to complete negotiations, unless otherwise agreed in writing. In the event that any dispu te cannot be resolved through direct discussions, the parties agree to endeavor to settle the dispute by
GHD | Q1270 Exhibit A: Professional Subconsultant Agreement (US) | April 2021 | 4
mediation. The parties shall have 45 calendar days within which to commence the first mediation session following the conclusion of their good faith negotiations or expiration of the time within which to negotiate. Either party may make a written demand for mediation, which demand shall specify the facts of the dispute. The matter shall be submitted to a mediator mutually selected by the parties.
The med iator shall hear the matter and provide an informal nonbinding opinion and advice in order to help resolve the dispute.
The mediator's fee shall be shared equally by the parties. If the dispute is not resolved through mediation, the matter may be submitted to the judicial system in accordance with Article 26, in which event all litigation and collection expenses, witness fees, court costs , and reasonable attorneys' fees shall be paid to the prevailing party.
26. Governing Law and Choice of Venue : Subject to Article 2, this Agreement shall be governed by and construed in accordance with the laws of the state where the Project is located. Subconsultant and GHD agree to submit to the authority of the courts situated within the jurisdiction noted herein , should any dispute aris e between the parties in relation to this Agreement.
27. Notices: All notices or other written communications required under this Agreement may be delivered personally or by certified mail (return receipt requested) to the attention of the appropriate party noted on the PO, at the address listed on the PO for that party.
28. Attorney Fees and Costs: In the event that legal action is brought by either party against the other, the prevailing party shall be reimbursed by the other for the prevailing party's legal costs, in addition to whatever other judgments or settlement s ums, if any, may be due. Such legal costs shall include, but not be limited to, reasonable attorneys' fees, court costs, expert witness fees, and other documented expenses.
29. Non-Discrimination: Throughout the term of this Agreement, Subconsultant agrees not to discriminate against any employee or applicant for employment because of race, religion, creed, age, color, sex, marital status, sexual orientation, gender identity, political ideology, ancestry, national origin, or the presen ce of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification. Subconsultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their creed, religion, race, age, color, sex, national origin, marital status, political ideology, ancestry, sexual orientation, gender identity or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to the following: (i) employment, upgrading, demotion, or transfer ; (ii) recruitment, or recruitment advertising; (iii) layoff or termination rates of pay or other forms of compensation; and (iv) selection for training, including apprenticeship.
30. Business Ethics : Subconsultant, its employees, agents, representatives, and sub consultants shall at all times conduct business in accordance with the highest ethical standards and avoid conflicts of interest in the conduct of Services for GHD and Client. In conjunction with its performance of the Services, Subconsultant and its employees, officers, agents , and representatives shall comply with, and cause its lower-tier subconsultants and their respective employees, officers, agents , and representatives to comply with all applicable Laws, and other requirements prohibiting bribery, corruption, kick -backs or similar unethical practices , including the United State s Foreign Corrupt Practices Act.
31. Certification: Subconsultant certifies, to the best of its knowledge and belief as of the date of execution hereof, that Subconsultant and/or any of its Principals: (i) Are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal, state or local government department or agency; (ii) Have not within a three -year period preceding this Agreement, been convicted of or had a civil judgment rendered against them, or are not presently indicted for, or otherwise criminally or civilly charged by a governmental entity for:
(1) the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public contract; (2) a violation of any antitrust statutes relating to the subm ission of offers; or (3) a commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating criminal tax laws, or receiving stolen property; (iii) Have not, within a three -year pe riod preceding this offer, been notified of any delinquent Federal taxes exceeding $3,500 for which the liability remains unsatisfied; and (iv) Have not, within a three - year period preceding this offer, had one or more contracts terminated for default by any Federal agency.
32. GHD’s Code of Conduct : By entering into this Agreement, Subconsultant agrees to abide by GHD’s Code of Conduct , or submit to GHD a copy of Subconsultant’s own code of conduct to which GHD will determine if it contains the minimum standards expected by GHD’s subconsultants. Subconsultant acknowledges in connection with the standards and requirements set forth, at any time, with or without advance notice, that GHD reserves the right to audit, at its own expense, without any restrictions, any or all facilities providing services to GHD, and understands that unethical behavior could result in the termination of this Agreement. Subconsultan t commits, to the best of its ability, to adhere to the standards set forth in GHD’s Code of Conduct and Subconsultant must make reasonable efforts to impose comparable requirements to ensure that GHD’s Code of Conduct is also observed by its lower -tier subconsultants, business associates or employees.
33. Technical Export Control : The U.S. government controls the physical export of goods and technology, as well as the transfer of technical data, assistance or knowledge to a recipient in a foreign country or to a non-U.S. citizen while in the U.S. GHD complies with U.S. export control laws and regulations to prevent unauthorized export or transfer of technology. Information received by Subconsultant pursuant to this Agreement or in the performance of the Services may be subject to export control. Subconsultant may not engage in any prohibited export activity and may not be transferred controlled information without approved documentation.
34. Entire Agreement : This Agreement constitutes the entire understanding between the parties concerning the Services, and supersedes all prior written and oral negotiations, agreements, and representations. This Agreement may only be modified by a written change order issued by GHD. By executing this Agreem ent, the Parties mutually certify that they have carefully read this Agreement, fully understand its contents, and agree to be bound by the terms and conditions stated herein.
Q1270
Exhibit A: Professional Subconsultant Agreement – Terms and Conditions (US) GHD | Q1270 Exhibit A: Professional Subconsultant Agreement (US) | April 2021 The Power of Commitment 5
Supplementary Conditions – COVID-19
1. Definitions: "PO" shall mean: (i) the Purchase Order to which this Exhibit A is attached; (ii) the terms and conditions within this Exhibit A; (iii) any attached Exhibit B (if applicable); and (iv) any other Exhibits listed on or attached to the Purchase Order, all to be considered collectively as part of one and the same document; " Client" shall mean the individual or entity named on the Purchase Order with whom GHD has entered into an agreement for the provision of services in relation to the Project (the "Prime Agreement"); "GHD" shall mean the GHD entity issuing the PO named on the Purchase Order; "Laws" shall mean any and all applicable statutes, laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction; " Project" shall mean the total undertaking to be accomplished for Client, of which the Services are a part; " Site" shall mean the lands, structures, facilities, or other areas made available to Vendor for the performance of the Services, storage, or access; " Services" shall mean the work to be performed for GHD by Vendor under this PO.
2. The Vendor acknowledges and agrees that should any of its representatives enter the Site while (1) presenting with any COVID-19 or flu-like symptoms, (2) knowing or when they should have known that they were at risk to be infected by COVID-19, GHD shall not be required to pay any fees for any representatives present on the Site if the work or the Services must be stopped due to such presence. For more clarity, GHD shall not be required to pay the minimum hours normally payable to the Supplier, in respect of the presence of any representative of the Supplier on the Site, where such minimum hours are not reached prior to the suspension of the Services and/or work or the closure of the Site. The Vendor shall assume all liabilities for any damages, including without limitation, any costs in relation to delays, a dditional work or demobilization, resulting from the suspension of the Services and/or work or the closure of the Site.
3. The Vendor declares and warrants that it has implemented and that all of its operations are complying with the guidelines issued by the local health authorities to protect the health and ensure the safety and physical integrity of the workers. The Vendor shall also comply with all the measures implemented by either GHD or the Client in order to avoid the propagation of COVID-19 on construction sites.
Kearns & West, Inc.
233 Sansome Street
Suite 400
San Francisco, CA 94104
415.391.7900
www.kearnswest.com
Kearns & West Rates
2023 2024 2025 2026 2027
Principal 320 330 345 360 380
VP 265 275 290 305 320
Sr. Director 230 235 245 260 275
Director 210 215 225 235 245
Sr. Associate 185 190 200 210 220
Associate 160 165 175 185 195
Project Coordinator 135 140 145 150 155
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:
CONTACT
(A/C, No):
FAX
E-MAIL
ADDRESS:
PRODUCER
(A/C, No, Ext):
PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
ER
OTH-
STATUTE
PER
LIMITS(MM/DD/YYYY)
POLICY EXP
(MM/DD/YYYY)
POLICY EFF
POLICY NUMBERTYPE OF INSURANCELTR
INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-
JECT LOC
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
4/6/2023
AHT Insurance
20 S. King Street
Leesburg VA 20175
Megan Griffanti
703-777-2341
703-771-1852
[email protected]
Hartford Casualty Insurance Co
29424
KEAR&WE-01
Federal Insurance Company
20281
Kearns & West, Inc.
1990 K Street, NW #620
Washington DC 20006
The Hartford
914
1101625432
A
X
1,000,000
X
300,000
10,000
1,000,000
2,000,000
X
Y
Y
42SBAVN4201
12/31/2022
12/31/2023
2,000,000
A
1,000,000
X
X
Y
Y
42SBAVN4201
12/31/2022
12/31/2023
A
X
X
5,000,000
42SBAVN4201
12/31/2022
12/31/2023
5,000,000
X
10,000
C
X
42WECAA1308
12/31/2022
12/31/2023
1,000,000
1,000,000
1,000,000
B
C
Professional Liability
Stop Gap Coverage
82121358
42WECAA1308
12/31/2022
12/31/2022
12/31/2023
12/31/2023
Aggregate
Occurrence
3,000,000
2,000,000
$1,000,000
Project Name: Beach Boulevard Infrastructure Resiliency Project (BBIRP) Phase 2 Project # 11213162
City of Pacifica, GHD lnc. its affiliates and their subsidiaries, and its Client(s) and other person(s) or entities set forth in each Purchase Order, is additional insured on the General Liability, Automobile Liability, policies on a primary and non-contributory basis. lt is understood that the additional insured status shall include coverage for the respective officers, directors, partners, officials, employees, and agents of each and any of all such additional insureds. Waiver of Subrogation is granted in favor of the Additional insured(s) on the General Liability, Automobile Liability, Workers Compensation where required by contract GHD, Inc.
655 Montgomery Street, Suite 1010
San Francisco CA 94111
USA