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HomeMy WebLinkAboutBalance Hydrologics 2009-12-04AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement, made and entered into this 1 ' day of December, 2009 ("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Balance Hydrologics, a corporation [sole proprietorship, corporation, partnership, limited partnership, limited liability company, etc.] organized and in good standing under the laws of the state of California, hereinafter referred to as "Consultant". RECITALS This Agreement is predicated on the following facts: a. City requires consulting services related to a hydrogeologic study of the City of Ukiah's Wastewater Treatment Plant evaporation/percolation ponds. b. Consultant represents that it has the qualifications, skills, experience and properly licensed to provide these services, and is willing to provide them according to the terms of this Agreement. C. City and Consultant agree upon the Scope-of-Work and Work Schedule attached hereto as Attachment "A", describing contract provisions for the project and setting forth the completion dates for the various services to be provided pursuant to this Agreement. TERMS OF AGREEMENT 1.0 DESCRIPTION OF PROJECT 1.1 The Project is described in detail in the attached Scope-of-Work (Attachment A). 2.0 SCOPE OF SERVICES 2.1 As set forth in Attachment A. 2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement between City and Consultant. The written Agreement shall be in the form of an Amendment to this Agreement. 3.0 CONDUCT OF WORK 3.1 Time of Completion. Consultant shall commence performance of services as required by the Scope-of-Work upon receipt of a Notice to Proceed from City and shall complete such services within three and one-half years from receipt of the Notice to Proceed. Consultant shall complete the work to the City's reasonable satisfaction; even if contract disputes arise or Consultant contends it is entitled to further compensation. Std- ProfSvc'Agreement-November 20, 2008 PAGE 1 OF 8 4.0 COMPENSATION FOR SERVICES 4.1 Basis for Compensation. For the performance of the professional services of this Agreement, Consultant shall be . compensated on a time and expense basis not to exceed a guaranteed maximum dollar amount of $50,000. Labor charges shall be based upon hourly billing rates for the various classifications of personnel employed by Consultant to perform the Scope of Work as set forth in the Attachment A, which shall include all indirect costs and expenses of every kind or nature, except direct expenses. The direct expenses and the fees to be charged for same shall be as set forth in Attachment B. Consultant shall complete the Scope of Work for the not-to-exceed guaranteed maximum, even if actual time and expenses exceed that amount. 4.2 Changes. Should changes in compensation be required because of changes to the Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in compensation. "Changes to the Scope-of-Work" means different activities than those described in Attachment A and not additional time to complete those activities than the parties anticipates on the date they entered this Agreement. 4.3 Sub-contractor Payment. The use of sub-consultants or other services to perform a portion of the work of this Agreement shall be approved by City prior to commencement of work. The cost of sub-consultants shall be included within guaranteed not-to-exceed amount set forth in Section 4.1. 4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this contract shall be based upon submission of monthly invoices for the work satisfactorily performed prior to the date of the invoice less any amount already paid to consultant, which amounts shall be due and payable thirty (30) days after receipt by City. The invoices shall provide a description of each item of work performed, the time expended to perform each task, the fees charged for that task, and the direct expenses incurred and billed for. Invoices shall be accompanied by documentation sufficient to enable City to determine progress made and to support the expenses claimed. 5.0 ASSURANCES OF CONSULTANT 5.1 Independent Contractor. Consultant is an independent contractor and is solely responsible for its acts or omissions. Consultant (including its agents, servants, and employees) is not the City's agent, employee, or representative for any purpose. It is the express intention of the parties hereto that Consultant is an independent contractor and not an employee, joint venturer, or partner of Ukiah for any purpose whatsoever. Ukiah shall have no right to, and shall not control the manner or prescribe the method of accomplishing those services contracted to and performed by Consultant under this Agreement, and the general public and all governmental agencies regulating such activity shall be so informed. Those provisions of this Agreement that reserve ultimate authority in Ukiah have been inserted solely to achieve compliance with federal and state laws, rules, regulations, and interpretations thereof. No such provisions and no other provisions of this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Consultant and City. Std - ProfSvcsAgreelnent-November 20, 2008 PAGE 2 OF 8 Consultant shall pay all estimated and actual federal and state income and self- employment taxes that are due the state and federal government and shall furnish and pay worker's compensation insurance, unemployment insurance and any other benefits required by law for himself and his employees, if any. Consultant agrees to indemnify and hold City and its officers, agents and employees harmless from and against any claims or demands by federal, state or local government agencies for any such taxes or benefits due but not paid by Consultant, including the legal costs associated with defending against any audit, claim, demand or law suit. Consultant warrants and represents that it is a properly licensed professional or professional organization with a substantial investment in its business and that it maintains its own offices and staff which it will use in performing under this Agreement. 5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to City. Consultant has no interest and will not acquire any direct or indirect interest that would conflict with its performance of the Agreement. Consultant shall not in the performance of this Agreement employ a person having such an interest. If the City Manager determines that the Consultant has a disclosure obligation under the City's local conflict of interest code, the Consultant shall file the required disclosure form with the City Clerk within 10 days of being notified of the City Manager's determination. 6.0 INDEMNIFICATION 6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2 Consultant shall not begin work under this Agreement until it procures and maintains for the full period of time allowed by law, surviving the termination of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with its performance under this Agreement. A. Minimum Scope of Insurance Coverage shall be at least as broad as: Insurance Services Office ("ISO") Commercial General Liability Coverage Form No. CG 20 10 10 01 and Commercial General Liability Coverage - Completed Operations Form No. CG 20 37 10 01. 2. ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any auto" or Code 8, 9 if no owned autos and endorsement CA 0025. 3. Worker's Compensation Insurance as required by the Labor Code of the State of California and Employers Liability Insurance. 4. Errors and Omissions liability insurance appropriate to the consultant's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability. B. Minimum Limits of Insurance Consultant shall maintain limits no less than: Std - ProfSvcsAgreement-November 20, 2008 PAGE 3 OF 8 General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, the general aggregate limit shall apply separately to the work performed under this Agreement, or the aggregate limit shall be twice the prescribed per occurrence limit. 2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Worker's Compensation and Employers Liability: Worker's compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident. 4. Errors and Omissions liability: $1,000,000 per occurrence. C. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects to the City, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: General Liability and Automobile Liability Coverages a. The City, it officers, officials, employees and volunteers are to be covered as additional insureds as respects; liability arising out of activities performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, hired or borrowed by the Consultant for the full period of time allowed by law, surviving the termination of this Agreement. The coverage shall contain no special limitations on the scope-of-protection afforded to the City, its officers, officials, employees or volunteers. b. The Consultant's insurance coverage shall be primary insurance as respects to the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. C. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. Std - ProfSvcsAgreemeot-November 20, 2008 PAGE 4 OF 8 d. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 2. Worker's Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from Consultant's performance of the work, pursuant to this Agreement. 3. Professional Liability Coverage If written on a claims-made basis, the retroactivity date shall be the effective date of this Agreement. The policy period shall extend from December 2009 to May 9, 2010. 4. All Coverages Each Insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. E. Acceptability of Insurers Insurance is to be placed with insurers with admitted California insurers with an A.M. Best's rating of no less than A- for financial strength, AA for long-term credit rating and AMB-1 for short-term credit rating. F. Verification of Coverage Consultant shall furnish the City with Certificates of Insurance and with original Endorsements effecting coverage required by this Agreement. The Certificates and Endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Certificates and Endorsements are to be on forms provided or approved by the City. All Certificates and Endorsements are to be received and approved by the City before Consultant begins the work of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. If Consultant fails to provide the coverages required herein, the City shall have the right, but not the obligation, to purchase any or all of them. In that event, the cost of insurance becomes part of the compensation due the contractor after notice to Consultant that City has paid the premium. Std - ProtSvesAgreement-November 20, 2008 PAGE 5 OF 8 G. Subcontractors Consultant shall include all subcontractors or sub-consultants as insured under its policies or shall furnish-separate certificates and endorsements for each sub- contractor or sub-consultant. All coverage for sub-contractors or sub-consultants shall be subject to all insurance requirements set forth in this Paragraph 6.1. 6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition thereto, Consultant agrees, for the full period of time allowed by law, to indemnify the City for any claim, cost or liability that arises out of, or pertains to, or relates to any megligent act or omission or the willful misconduct of the Consultants in the performance of services under this contract by Consultant, but this indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by the City, or arising from the active negligence of the City. a "Indemnify," as used herein includes the expenses of defending against a claim and the payment of any settlement or judgment arising out of the claim. Defense costs include all costs associated with defending the claim, including, but not limited to, the fees of attorneys, investigators, consultants, experts and expert witnesses, and litigation expenses. References in this paragraph to City or Consultant, include their officers, employees, agents, and subcontractors. 7.0 CONTRACT PROVISIONS 7.1 Ownership of Work. All documents furnished to Consultant by City and all documents or reports and supportive data prepared by Consultant under this Agreement are owned and become the property of the City upon their creation and shall be given to City immediately upon demand and at the completion of Consultant's services at no additional cost to City. Deliverables are identified in the Scope-of-Work, Attachment "A". All documents produced by Consultant shall be furnished to City in digital format and hardcopy. Consultant shall produce the digital format, using software and media approved by City. 7.2 Governing Law. Consultant shall comply with the laws and regulations of the United States, the State of California, and all local governments having jurisdiction over this Agreement. The interpretation and enforcement of this Agreement shall be governed by California law and any action arising under or in connection with this Agreement must be filed in a Court of competent jurisdiction in Mendocino County. 7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set forth the entire understanding between the parties. 7.4 Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect. 7.5 Modification. No modification of this Agreement is valid unless made with the agreement of both parties in writing. Std - ProfS vcsAereement-November 20, 2008 PAGE 6 OF 8 7.6 Assignment. Consultant's services are considered unique and personal. Consultant shall not assign, transfer, or sub-contract its interest or obligation under all or any portion of this Agreement without City's prior written consent. 7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement shall be a waiver of any other or subsequent breach of the same or any other covenant, term or condition or a waiver of the covenant, term or condition itself. 7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of the Agreement; 2) because funds are no longer available to pay Consultant for services provided under this Agreement; or 3) City has abandoned and does not wish to complete the project for which Consultant was retained. A party shall notify the other party of any alleged breach of the Agreement and of the action required to cure the breach. If the breaching party fails to cure the breach within the time specified in the notice, the contract shall be terminated as of that time. If terminated for lack of funds or abandonment of the project, the contract shall terminate on the date notice of termination is given to Consultant. City shall pay the Consultant only for services performed and expenses incurred as of the effective termination date. In such event, as a condition to payment, Consultant shall provide to City all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Consultant under this Agreement. Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder, subject to off-set for any direct or consequential damages City may incur as a result of Consultant's breach of contract. 7.10 Duplicate Originals. This Agreement may be executed in duplicate originals, each bearing the original signature of the parties. When so signed, each such document shall be admissible in administrative or judicial proceedings as proof of the terms of the Agreement between the parties. 8.0 NOTICES Any notice given under this Agreement shall be in writing and deemed given when personally delivered or deposited in the mail (certified or registered) addressed to the parties as follows: CITY OF UKIAH DEPT. OF PUBLIC WORKS, WATER/SEWER DIV. 411 WEST CLAY STREET UKIAH, CALIFORNIA 95482-5400 BALANCE HYDROLOGICS MARK WOYSHNER 101 LUCAS VALLEY RD. #209 SAN RAFAEL, CA 94903 Std - ProfSvcsAueement-November 20, 2008 PAGE 7 OF 8 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CONSULTANT BY: ; Date PRINT NAME: e a rL 6 f IRS IDN Number CITY OF UKIAH BY: r Z J CHAMBERS, CITY MANAGER Date rr ATTEST BY: _V JOANNE CURRIE , CITY CLERK 0 - i o, Date Std - ProfSvcsAgreement-November 20, 2008 PAGE 8 OF 8 ATTACHMENT A SCOPE OF SERVICES FOR CITY OF UKIAH WASTEWATER TREATMENT PLANT HYDROGEOLOGIC PERCOLATION POND STUDY - PHASE 2 INTRODUCTION The City of Ukiah (City) has developed the enclosed scope of services. The primary role of the Consultant will be to provide services to assist the City with complying with the California Regional Water Quality Board North Coast Region (Board) Order No. 1-2006-0049/NPDES No. CA0022888 (Order) for the Ukiah Wastewater Treatment Facility (effective November 9, 2006) for a hydrogeologic study of the percolation ponds. The primary objective for the Consultant is to design, perform and report a scientifically sound and defensible study that satisfies the Board Order. The selected Consultant will work under the direction of the Project Manager in the City of Ukiah Public Works Department - Water & Sewer Division. SCHEDULE The project will extend over as much as three and one-half years. Consultants shall predicate their proposal on these schedule constraints. Prepare Hydrogeologic Study Workplan 3/23/07 5/9/07 Installation of At Least One Monitoring Well 5/9/07 7/13/07 Conduct Hydrogeologic Study - Phase 1 5/9/07 5/9/09 Conduct Hydrogeologic Study - Phase 2 12/3/09 2/1/10 Prepare Hydrogeologic Study Report 2/1/10 4/1/10 Project Management, Coordination and QA/QC 2/9/07 5/9/10 GENERAL DESCRIPTION OF SERVICES Phase 2 Work Program Phase 2 work plan collects additional data to continue the assessment of whether summer use of its percolation ponds adjoining the Russian River is in hydraulic connection with the river. Based on all available data collected, a groundwater flow model of any pollutants from the ponds will be developed. The hydrogeologic study will also assist the City in addressing questions posed by RWQCB staff, and will help guide the City's own evaluation of'risk of contamination, if any is evident. Std- ProfSvcsAgreement-November 20, 2008 PAGE 9 OF 8 A. The Scope of Work Task 1: Backgrounding. This task provides nominal time for gathering relevant information related to Tasks 2 and 3 (below). This task includes site visits collect manual measurements of groundwater levels and download dataloggers at the five monitoring wells and collect stage readings at the Russian River gaging station. The data will be used to calibrate water level dataloggers installed June 2007 in four monitoring wells (MW-1, MW-2, MW-4, and MW-5) and the Russian River. The water level monitoring data will be analyzed and provide basic information to develop a local groundwater management plan. Task 2: Groundwater modeling. A 3-D groundwater flow model (ModFlow2000) is proposed to represent groundwater flow from the ponds to the river under a range of groundwater and river levels (emulating seasonal groundwater fluctuations) and assumed percolation rates. Particle tracking will be used as a proxy for chloride transport and dilution. Data will be spatially organized in ArcMap. Groundwater Vistas will employed as a user interface to create and run the ModFlow model and the constituent transport component. Model results will be graphically presented in ArcMap. This task includes model calibration and several model runs to test different scenarios proposed by the City of Ukiah. The objective of the task will be to estimate ranges of the local groundwater boundary for groundwater management and to provide the City with the capacity for adaptive management. Task 3: Data interpretation, groundwater management, and reporting. Findings of the hydrogeologic study and modeling results will be used to develop management opportunities for the WWTP to protect and improve the local groundwater system. This task provided time to formulate a groundwater management alternatives. Balance will define the boundary of the local groundwater affected by percolating pond water, develop objectives and monitoring protocols and propose future needs. They will develop a list of potential stakeholders, such as the RWQCB, the County, and downstream well owners. A January 2010 semiannual report will be prepared, a draft report will be prepared for review by the City, and a final report prepared for submittal to the RWQCB for the May 9, 2010 deadline. Task 4: Meetings. This task provides time for a meeting and presentation to City Council, and a meeting with the RWQCB. Task 5: Project management, coordination and quality assurance. Balance will provide day-to-day management, coordination and quality assurance of the technical tasks. The City of Ukiah will manage and direct public and stakeholder involvement activities. All technical work will be conducted under active California registration. B. Budget and Schedule The City of Ukiah received funding for Phase 2 of the study from a $50,000 Capacity Building Grant, awarded under the California Department of Water Resources Local Groundwater Assistance Program (AB303) Fiscal Year 2007-2008 grant cycle. In November 2008, Grant Agreement No. 4600008332 was signed, but in January 2009, the State froze the funds until the State budget crisis is resolved. Estimated staff labor allocation is shown in Table 1. Expenses and an estimated total cost are presented in Table 2, and equipment costs in Table 3. Std - ProfSvcsAgreement-November 20, 2008 PAGE 10 OF 8 The schedule for the proposed project is laid out in Table 4. Important milestones include: • December 2009 - funding approved and contract signed ® December 2009 - site visit to measure water levels and download dataloggers ® December 2009 to January 2010 - conduct groundwater modeling ® January to April 2010 - Data interpretation, groundwater management, and reporting ® May 9, 2010 - Report due to RWQCB C. Deliverables The Consultants shall provide 15 copies of an Administration Draft, Draft and Final of both the Study Workplan and Study Report and a presentation of the Study findings. Std - ProfSvcsAgreement-November 20, 2008 PAGE 11 OF 8 Table 2e Estunated Costs 00, of !Ukiah Wastewater Treatment Plant Percolation Pond Hytirogeologic Study Phase 2, Mendocino County, CA Professional Fees Rate Hours Allocation Sr. Principal $205 5; $1,025.00 Principal $170 158 $26,860.00 Senior Professional $145 0 $0.00 Project Professional $135 90 $12,150.00 Senior Staff Professional $120 68 $8,160.00 Staff Professional $110 0 $0.00 Assistant Professional $95 0 $0.00 Junior Professional $80 0 $0.00 GIS Senior Analyst $100 0 $0.00 GIS/CADD Specialist $80 8 $640.00 Graphics Specialist $80 0 $0.00 Senior Project Administrator $77 8 $616.00 Senior Report Specialist $74 0 $0.00 Technical Typist $60 0 $0.00 Hydrologic Technician $60 0 $0.00 Labor Subtotal (Table 1 ) $49,451.00 Direct Expenses Mileage 550 miles @ Mileage, 4-Wheel Drive* miles @ Equipment Costs (see Table 3) Per Diems @ Reimbursable Costs $0.63 $0.66 $346.50 $0.00 $170.00 $0.00 Other Travel, Subsistence trips @ $0.00 Express Mail, Deliveries $32.00 Maps and Aerial Photos $0.00 Outside Copying, Blueprint $0.00 Outside Consultants $0.00 Analytical Laboratory Fees $0.00 Materials and Supplies $0.00 Permits, Licenses or Agency Inspection fees client responsibility $0.00 Printing" $0.00 Other $0.00 Expenses Subtotal $548.50 ESTIMATED TOTAL $50,000 207219 budget and schedule 11-13-09.xls, Table 2, 11/1312009 @2009 Balance Hydrologics, Inc. Table 3. Equipment Rental Costs City of Ukiah Wastewater Treatneent Plant Percolation Pond Hydrogeologic Study Phase 2 Mendocino County, CA Field Equipment Current meter and flow-measuring equipment SCT or conductivity meter Dissolved oxygen meter Turbidity meter/probe Digital camera Field GPS unit Electrical water-level indicator ("sounder") Water-level recorders Datalogger with two transducers Additional transducers Speck conductance + temperature sensor option Solar power option Self-contained datalogger for well installation Samplers Hand-held suspended-sediment sampler (DH-48; DH59) High-flow suspended-sediment sampler (D49, D74) Hand-held bedload sampler (Helley-Smith) High-flow bedload sampler (Helley-Smith) Hand-auger soil-sampling array (mud and multiple barrels) Soft-sediment core sampler Water quality sampler (DH-81) Field filtering equipment Surveying equipment Level-transit or automatic level, tripod, rod Total station Miscellaneous Staff plates $64 ea Rain gage for use with water-level datalogger Self-contained datalogging rain gage Cutthroat portable flume Other Equipment m N O r- C Q i im y 4.. y C 4- N N' 4- RS y Q U E U rn U $45 $150 $300 $30 2 $75 $200 $35 $100 $250 $35 $100 $250 $15 ~2 $45 $100 $15 2 $45 11 $100 $25 2 $75 ; $150 $200 $800 $1,800' $2,2001 $60 $200 ; $500 $700 $50 $150 $300 ' $400 n/a n/a $150 $200 I $50 $200 $400 $500 $35 i $100 $250 $120 $200 i $400 $35 $100 $250 I $120 i $200 $400: $30 $120 $40 $150 $35 $100 I $250 $15 $50 1 $80 $60 i $210 $80 $280 1 $20 $50 $150 $200 $30 $100 $250 $350 $35 $100 $200 $60 $30 $30 $50 Total Rental Charges $170 Notes: Rates for other equipment or for other rental periods are available (see Balance form 305). 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