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HomeMy WebLinkAboutRMC Water & Environment 2006-07-25op't 0 -as -010 AGREEMENT FOR PROFESSIONAL SERVICES Russian River Watershed Association — Executive Director Services The following is an agreement between the City of Ukiah, hereinafter the "City", on behalf of the Russian River Watershed Association and RMC Water & Environment hereinafter, "Consultant'. WHEREAS, Consultant is a duly qualified consulting firm, experienced in a project and program administration and management in the fields of water resources, wastewater and water recycling. WHEREAS, in the judgment of the Board of Directors of the Russian River Watershed Association, hereinafter Russian River Watershed Association, it is necessary and desirable to employ the services of the Consultant for the purpose of Executive Director services in administration of the Association. WHEREAS, the Board of Directors of the Russian River Watershed Association has requested that the City serve as fiscal agent to the Russian River Watershed Association and contract with the Consultant for these services. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: PART A — SPECIFIC PROVISIONS: 1. DESCRIPTION OF SERVICES AND PAYMENT: Except as modified in this agreement, the services to be provided and the payment schedule are: a. The scope of work covered by this agreement shall be that included in Attachment A of this agreement and is based on the scope of work outlined within the RRWA 2006-2007 Work Plan as approved by the Board of Directors of the RRWA at its regular meeting on February 16, 2006. b. The fee and fee payment for such work shall be as stipulated under the fee schedule included in Attachment B of this agreement and shall not exceed $355,610 in total. PART B — GENERAL PROVISIONS 1. ASSIGNMENT/DELEGATION: Except as above, neither party hereto shall assign, sublet or transfer any interest in or duty under this agreement without written consent of the other, and no assignment shall be of any force or effect whatsoever unless and until the other party shall have so consented. 2. STATUS OF CONSULTANT: The parties intend that the Consultant, in performing the services hereinafter specified, shall act as an independent contractor and shall have the control of the work and the manner in which it is performed. The Consultant is not to be considered an agent or employee of the City, and is not entitled to participate in any pension plan, insurance, bonus or similar benefits the City provides its employees. 3. INDEMNIFICATION: The City is relying on professional ability and training of the Consultant as a material inducement to enter into this agreement. The Consultant hereby agrees that all its work will be performed in accordance with generally accepted professional practices and standards, as well as the requirements of applicable federal, state and local laws, it being understood that acceptance of the Consultant's work by the City shall not operate as a waiver or release. a. With respect to professional services under this agreement, Consultant shall indemnify, hold harmless, release and defend the City, its officers, directors, agents, volunteers, and employees from and against any and all actions, claims, damages, disabilities, liabilities and expenses, including attorney's and expert fees and witness and litigation costs that may be asserted by any person or entity, including the Consultant, its officers, agents, employees and/or subcontractors arising out of the negligent acts, errors or omissions, failure to perform or willful misconduct of the Consultant in connection with this agreement and the activities necessary to perform the task provided herein. b. With respect to all other than professional services under this agreement, Consultant shall indemnify, hold harmless, release and defend the City, its officers, agents and employees from and against any and all actions, claims, damages, disabilities, liabilities, and expenses, including attorney's and expert fees and witness costs that may be asserted by any person or entity, including the Consultant, arising out of or in connection with this agreement and the activities necessary to perform those services and complete the tasks provided for herein. This indemnification is not limited in any way by any limitation on the amount or type of damages or compensation payable by or for the City or its agents under workers' compensation acts, disability benefit or other employee benefit acts. 4. PROSECUTION OF WORK: Consultant has been previously authorized by the RRWA Board of Directors to proceed with Executive Director services under this Agreement which is now being executed. The execution of this Agreement shall constitute the Consultant's authority to proceed immediately with the invoicing and collection of payment for performance under this 2 contract beginning July 1, 2006. Performance of the services hereunder shall be completed by December 31, 2007, provided, however, that if the performance is delayed by earthquake, flood, high water or other Act of God or by strike, lockout or similar labor disturbance ("Acts"), or by other cause beyond Consultant's reasonable control, the time for the Consultant's performance of this contract shall be extended by a number of days equal to the number of days the Consultant has been delayed by such Acts. 5. METHOD AND PLACE OF GIVING NOTICE, SUBMITTING BILLS AND MAKING PAYMENTS: All notices, bills and payment shall be made in writing and may be given personal delivery or by mail. Notices, bills and payments sent by mail should be addressed as follows: CITY: City of Ukiah Attn: Candace Horsley 300 Seminary Avenue Ukiah, CA 95482-5400 Ph.# 707-463-6213 CONSULTANT: RMC Water & Environment Attn: Christy Kennedy 140 Geary Street. 9th Floor San Francisco, CA 94108 Ph.# 415-321-3400 and when so addressed, shall be deemed given upon deposit in the United States Mail, postage prepaid. In all other instances, notices, bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addressed of the person to whom notices, bills and payments are to be given by giving notice pursuant to this paragraph. 6. MERGER: This writing is intended both as the final expression of the agreement between the parties hereto with respect to the included terms of the agreement, pursuant to California Code of Civil Procedure Section 1856 and as a complete and exclusive statement of the terms of the agreement. No modification of this agreement shall be effective unless and until such modification is evidenced by a writing signed by both parties. 7. SEVERABILITY: Each provision of the agreement is intended to be servable. If any term of any provision shall be determined by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such provision shall be severed from this agreement and shall not affect the validity of the remainder of the agreement. 8. TERMINATION: At any time and without cause, the City shall have the right in its sole discretion, to terminate this agreement by giving written notice to the Consultant. In the event of such termination, the City shall pay the Consultant for services rendered to the termination date. In addition, if the Consultant should fail to perform any of its obligations hereunder, within the time and in the manner herein provided, or otherwise violate any of the terms of this agreement, the City may terminate this agreement by giving the Consultant written notice of such termination, stating the reason for such termination. In such event, the Consultant shall be entitled to receive as full payment for all services satisfactorily rendered and expenses incurred hereunder, an amount which bears the same ratio to the total fees specified in the agreement as the services satisfactorily rendered hereunder by the Consultant bear to the total services otherwise required to be performed for such total fee, provided however, that there shall be deducted from such amount the amount of damage, if any, sustained my the City by virtue of the breach of the agreement by the Consultant. 9. TRANSFER OF RIGHTS/OWNERSHIP OF DATA: The Consultant assigns the City all rights throughout the work in perpetuity in the nature of copyright, trademark, patent, and right to ideas, in and to all versions of any plans and specifications, reports, video tapes, photographs, and documents now or later prepared by the Consultant in connection with this contract. The Consultant agrees to take such actions as are necessary to protect the rights assigned to the City in this agreement, and to refrain from taking any action which would impair those rights. The Consultant's responsibilities under this contract will include, but not be limited to, placing proper notice of copyright on all versions of plans and specifications, reports and documents as the City may direct, and refraining from disclosing any versions of the reports and documents to any third party without first obtaining written permission of the City. The Consultant will not use, or permit another to use, any plans and specifications, reports and documents in connection with this or any other project without first obtaining written permission of the City. All materials resulting from the efforts of the City and/or the Consultant in connection with this project, including documents, reports, calculations, maps, photographs, video tapes, computer programs, computer printouts, digital data, notes, and any other pertinent data are the exclusive property of the City. Reuse of these materials by the Consultant in any manner other than in conjunction with activities authorized by the City is prohibited without written permission of the City. 10. COST DISCLOSURE: In accordance with Government Code Section 7550, the Consultant agrees to state in a separate portion of any report provided the City, the numbers and the amounts of all contracts and subcontracts relating to the preparation of the report. 11 11. NONDISCRIMINATION: The Consultant shall comply with all applicable federal, state and local laws, rules and regulations in regard to nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition or physical handicap. 12. EXTRA (CHANGED) WORK: Extra work may be required. The Consultant shall not proceed nor be entitled to reimbursement for extra work unless that work has been authorized, in writing, in advance, by the City. The Consultant shall inform the District as soon as it determines work beyond the scope of this agreement may be necessary and/or that the work under this agreement cannot be completed for the amount specified in this agreement. Failure to notify the District shall constitute waiver of the Consultant's right to reimbursement. 13. CONFLICT OF INTEREST: The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its services hereunder. The Consultant further covenants that in the performance of this contract no person having any such interest shall be employed. 14. INSURANCE: The Consultant shall obtain insurance acceptable to the City in a company or companies with a Best's rated carrier of at least A:VII. The required documentation of such insurance shall be furnished to the City at the time it returns the executed contract. The Consultant shall not commence work nor shall it allow its employees or subcontractors or anyone to commence work until all insurance required hereunder is in effect. The Consultant shall have and maintain at all times during the life of this agreement, up to the date of acceptance, the following policies of insurance: a. Workers' Compensation Insurance: Workers' Compensation Insurance to cover its employees, as required by the State of California, and shall require all subcontractors similarly to provide Workers' Compensation Insurance as required by the Labor Code of the State of California for all of the subcontractors' employees. All Workers' Compensation policies shall be endorsed with the following specific language: "This policy shall not be canceled without first giving thirty (30) days prior notice to the City, Attn: Candace Horsley, by certified mail." The Workers' Compensation Insurance self-insured deductibles and retentions for both the Consultant and its subcontractors shall not exceed $1,000. b. Public Liability Insurance: Personal Injury (including bodily injury) and Property Damage Insurance for all activities of the Consultant and its subcontractors arising out of or in connection with this agreement, written on a commercial general liability form which provides coverage at least as broad as ISO Commercial General Liability Occurrence Form CG 00 01 11 85 or 88 or any subsequent revision or equivalent including benefit contractual coverage, completed operations coverage, Consultant's protective coverage, and automobile coverage. The automobile coverage should be at least as broad as ISO Business Auto Form CA001 edition 187 or equivalent including employer's non -ownership liability. All deductibles or self-insured retentions shall not exceed $1,000. Coverage in an amount not less than $1,000,000 combined single limit personal injury ($2,000,000 in the Aggregate), including bodily injury, and property damage for each occurrence is required. Each such policy shall be endorsed with the following language: 1. The City of Ukiah, its officers, agents, employees and volunteers are additional insured under this policy. 2. The insurance shall be primary as respects the insured shown in the schedule above. 3. The insurance afforded by this policy shall not be canceled except after thirty days prior written notice by mail has been given to the City. 4. The referenced policy does not exclude explosion, collapse, underground excavation hazards or removal of lateral support. 5. The inclusion of more than one insured shall not operate to impair the right of one insured against another insured, and the coverage afforded in the policy shall apply as though separate policies had been issued to each insured. Consultant's policy shall be endorsed with an "Additional Insured Endorsement" form. The General Aggregate Limits of Insurance in the referenced policies apply separately to this project. c. Professional Liability Insurance: The Consultant shall procure and maintain throughout the term of this agreement, Professional Liability Insurance in an amount not less than $1,000,000. All insurance deductibles or self-insured retentions shall not exceed $50,000. All Professional Liability Insurance policies shall be endorsed with the following specific language: (i) This policy shall not be canceled without first giving thirty (30) days prior notice to the City by certified mail. d. Documentation: The following documentation of insurance shall be submitted to the City: (i) A Certificate of Insurance of Workers' Compensation Insurance for Consultant. A copy of the required policy endorsements specified in subparagraph a. shall be attached to each such Certificate submitted. (ii) Certificates of Liability Insurance showing the limits of insurance provided. Copies of the required endorsements specified in subparagraphs b. and c. shall be attached to each Certificate submitted. 15. DISPUTE RESOLUTION: California law shall govern any dispute between the parties to this agreement. Any litigation between the parties shall be filed in Sonoma County Superior Court, each party agreeing to the jurisdiction and venue of such courts. 16. BILLING AND DOCUMENTATION: The Consultant shall bill the City for work on a monthly or agreed upon basis and shall include a summary of work for which payment is requested. The summary shall include time and hourly rate of each individual, narrative description of work accomplished, and an estimate of work completed to date. 17. REASONABLE ASSURANCES: Each party to this agreement undertakes the obligation that the other's expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise, with respect to performance of either party, the other may, in writing, demand adequate assurance of due performance and until the requesting party receives such assurance may, if commercially reasonable, suspend any performance for which the agreed return has not been received. "Commercially reasonable" includes not only the conduct of the party with respect to performance under this agreement but also conduct with respect to other agreements with parties to this agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, not to exceed 30 days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party's right to demand adequate assurance of future performance. 18. YEAR 2000 COMPLIANCE: Consultant agrees that the services and or products provided by this agreement, are Year 2000 compliant. Consultant further agrees to provide the City with the testing and methodology used to insure Year 2000 compliance of its services and/or products. In addition, 7 Consultant hereby certifies that both the services and the products provided under this agreement are Year 2000 Compliant. RMC WATER & ENVIRONMENT Dated:�� By David IL 44chardson, Principal CITY OF UKIAH Dated: — By Candace Horsley, City Mana er Rj Attachment A RMC Scope of Work Russian River Watershed Association (Based on July 1, 2006 — June 30, 2007 Work Plan) Task 1: Executive Director Services Subtask 1.1: General Administration Consultant will provide Board of directors meeting email notification, will attend all Board meetings as well as prepare meeting agendas and presentations as necessary. Consultant will administer general RRWA voice -mail and perform regular general correspondence on behalf of RRWA. Consultant will also prepare monthly progress report, itemized invoice and maintain project controls. Assumptions: • Board meeting minutes will be prepared by member agency staff as in-kind service, but reviewed by Consultant prior to distribution. • Board meeting material distribution will be completed by member agency staff. Subtask 1.2: Technical Working Groups Consultant will provide working group meeting notification, coordinate, prepare for and attend technical working group sessions as well as develop meeting summaries. Assumptions: • No more than 12 meetings at 3.5 hours/meeting Subtask 1.3: Work Plan Development Consultant will coordinate with RRWA technical working groups and BOD to develop and present a draft, revised draft and final work plan for 2007-2008. The Consultant will also prepare and attend a strategic planning workshop. Assumptions: • 2007-2008 work plan will follow similar structure and format as 2006-2007 work plan • Projects for inclusion in work plan will be developed during technical working groups sessions • Strategic planning session will be limited to a 2 -hour workshop. Task 2: General Benefit Proiects Subtask 2.1: Implementation of Outreach Strategies Outreach implementation activities will be based on the individual outreach plans developed by the Public Outreach and Funding Working Group (POF). Eligible entity outreach will be done in- kind with some level of coordination assistance from RRWA Staff. The POF will provide in-kind contacts and attendance. Meeting materials dictated by the public outreach plan will be developed by the Consultant in line with anticipated costs indicated in Attachment B as well as through in - Attachment A: Scope of Services RRWA Page 1 of 4 2006-2007 kind services in conjunction with the POF. The Consultant will develop any RRWA outreach materials with assistance on content and review through the POF working group. Materials developed will be presented to the BOD for review, comment and final approval. Assumptions: • Potential RRWA member outreach will be done in-kind by member agency. • All necessary work can be completed through no more than four agency/group meetings. • All necessary outreach meeting materials will be developed in-kind in conjunction with the POF and Consultant. Subtask 2.2: Media Relations The consultant will perform duties as the media contact for RRWA. These activities include preparation and distribution of media materials as directed and reviewed by the BOD or POF as well as as -needed media communications and contact list maintenance. Assumptions: • Up to 6 draft, revised, and final media materials Subtask 2.3: Forum for Collective Comments on Permitting and Policy The Consultant will facilitate regular prioritization of member agency permitting and policy issues to be addressed at meetings with the Regional Board as well as semi-annual meetings between the Consultant, member agencies and staff from various regulatory and resource agencies. This scope also allows for the completion of in-depth issue/comment/response letters to such agencies on behalf of RRWA by the Consultant. The Consultant will coordinate and facilitate the regular Regional Board and semi-annual coordination meetings with regulatory and resource agencies. Issues and topics for these meetings will be developed during Water Quality and Regulations (WQR) Working Group meetings. The Consultant will take the lead on researching and crafting comment/issue/response letters with review and input from WQR. Assumptions: • Consultant will provide coordination of and attendance at up to 12 meetings with Regional Board staff. • Consultant will provide coordination of and attendance at up to two joint permitting (multiple agency) meetings. Subtask 2.4: Mercury Control/Pollution Prevention Program The Consultant will build on the initial efforts on the program completed as part of the 2005-06 Mercury Pollution Prevention work plan, which could include activities such as initial discussions with SCWMA regarding a collaborative approach to a State HHW grant, a tech memo describing the types and costs of amalgam separators, drafting permit language regarding mandatory sewer practices for dental offices, developing a powerpoint presentation to share with relevant stakeholders, and uploading dental outreach materials onto the RRWA website. Attachment A: Scope of Services RRWA Page 2 of 4 2006-2007 Assumptions: • Up to 4 sewer service jurisdictions will be evaluated for permit language Subtask 2.5: NC Integrated Regional Water Management Plan Consultant will assist RRWA in continued support activities for the North Coast IRWMP by working with SCWA and its contractor to further pursue funding as part of round 2. The Consultant will work with member agencies at the IRP meetings to provide comments and input on the prioritization scheme for Round 2 or any other subsequent funding cycles that may occur as part of the IRWMP grant program. Subtask 2.6: Russian River Watershed Council Association Consultant will regularly coordinate with RRWC staff to determine appropriate meetings for appointed Liaison attendance and will therefore not attend meetings. Attendance at these meetings will be provided as an in-kind service by the appointed Liaison. Consultant will also assist with coordinating RRWC document review by RRWA member agencies. Assumptions: • Consultant will not attend meetings Task 3: Special Benefit Projects Subtask 3.1: Grant Program No Consultant activities have been identified under current contract, but may be added under this task as a result of a BOD authorized contract and budget amendment. Subtask 3.2: Chinook Recovery Strategy Consultant will facilitate coordination with stakeholders to oversee the development of the Chinook MOU outlining participation for development of a recovery plan. Activities may include: • Coordinating the preparation, circulation and negotiation of a Chinook MOU which would outline the process and approach for developing the recovery plan. • Contacting key agency and stakeholder staff to ensure progress on vetting and signing of the Chinook MOU. Consultant would facilitate up to four meetings and discussions of the technical work that will support the process and approach in the Chinook MOU. Assumptions: • Actual plan development is not included within this scope of work. Subtask 3.3: RRWA Project Scope for NC IRWMP Consultant will coordinate with IRP to complete a RRWA project scope for inclusion in the Round 2 NC IRWMP grant application. Any further scoping or grant application funding requested by RRWA will need to be completed by member agencies or through a BOD authorized consultant contract/budget amendment. Subtask 3.4: Residential Fats, Oils, and Grease Program The Consultant will complete RRWA staff activities in -keeping with the Residential FOG Workplan developed in 2006. Activities may include: Attachment A: Scope of Services RRWA Page 3 of 4 2006-2007 • Development of outreach material including grease scraper and door hanger • Media outreach • Holiday campaign The Consultant will provide materials to member agencies for distribution in -keeping with the 2006 FOG Distribution Plan. Assumptions: • Activities will be in -keeping with the 2006 FOG workplan Subtask 3.5: Phase II Stormwater Awareness Program The Consultant will work with the WQR to coordinate stormwater general awareness activities. Activities may include: • Facilitation of Phase II Forum • Work with member agencies on outreach to the local media including an environmental column related to environment and water quality issues in a local newspaper • Student video contest Assumptions: • Any outreach pieces developed as part of this program will be provided as in-kind services by participating agencies. Subtask 3.6: Stormwater Training Program The Consultant will coordinate with the WQR on stormwater training activities and help facilitate training session. Assumptions: • Development and presentation of training module(s) covering stormwater topics will not be completed by Consultant Subtask 3.7: Collection System Strategy Implementation The Consultant will work with WQR to develop and present SSMP training modules. Activities may include: • Research of existing SSMP programs • Preparation of necessary materials • Communication with designated SSMP member agency staff Attachment A: Scope of Services RRWA Page 4 of 4 2006-2007 Attachment B RMC Budget Russian River Watershed Association (July 1, 2006 - June 30, 2007) Total Other Labor Direct Contract Costs Costs Totals Task 1: Executive Director Services $127,350 $2,990 $130,340 1.1 General Administration_ _ _ $61,250 _$1,49_0 $62,740 1.2 Technical Working Groups ___.________._.________ $5_0,400 _ $1,500_ $51,900 1.3 Work Plan Development $15,700 $0 $15,700 Task 2: General Benefit Projects $134,570 $1,520 $136,090 2.1 Implementation of OutreachStrateq _ $25,180 $0 $25,180 2.2 Media Relations_mm ~Comments _$15,690 _ $0 $1_5,690 2.3 Forum _for Collective _$57,2_50 _ $1,00_0 $58,250_ _2.4 Mercury_Control/Pollution Prevention $24,560 _ $370 $24,930 2.5 NC Integrated Regional Water Management Plan $7,490 $150 $7,640 2.6 Russian River Watershed Council Liaison $4,400 $0 $4,400 Task 3: Special Benefit Projects $88,620 $560 $89,180 3.1 Grant Program _ _ $0 _ $0 $0 3.2 Chinook Recovery Strategy $27,600 _ $400_ $_28,000 3.3 R_RWA Project Scope for NC IRW_MP_ $10,000 $0 $10,00_0 3.4 Residential Fats, Oils and Grease Program_ $14,920 $80 _$15,000_ 3.5 Phase II Stormw_ater Awareness Program $11,~180 _ $0 $11,180 3.6 Stormwater Trainirnq Program M_ _ $10,000 $0 $10,000 3.7 Collection System Strategy Implementation 1 $14,920 $80 $15,000 TOTAL 1 $350,540 $5,070 $355,610 Consultant Hourly Rates Principal (Executive Director) $210 Sr. Project Manager (SPM1) $190 Project Manager (PM2) $175 Project Manager (PM 1) $165 Project Engineer III (PE3) $155 Project Engineer 11(PE2) $145 Project Engineer I (PEI) $130 Graphics $110 Administrator (Admin) $100 Assistant Administrator (Asst Admin) $90