HomeMy WebLinkAboutRMC Water & Environment 2005-08-05AGREEMENT 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 2005-2006 Work Plan as approved by the
Board of Directors of the RRWA at its regular meeting on February 24,
2005.
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
$296,555 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 (as of July 1,
2005) orally authorized by the Chair of the RRWA 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
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performance under this contract. Performance of the services hereunder shall
be completed by December 31, 2006, 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: Persephene St. Charles
140 Geary Street. 9`h 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. TERNIINATION: At any time and without cause, the City shall have the
right in its sole discretion, to terminate this agreement by giving written notice
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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.
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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.
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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
1185 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:
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(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,
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Consultant hereby certifies that both the services and the products provided
under this agreement are Year 2000 Compliant.
RMC WATER & ENVIRONMENT
Dated:By
David L. Richardson, Principal
CITY OF UKIAH
Dated: T _3 —bs— B
Candace Horsley, City anager
N.
Attachment A
RMC Scope of Work
Russian River Watershed Association
(Based on July 1, 2005 — June 30, 2006 Work Plan)
Task 1: Executive Director Services
Subtask 1.1: General Administration
Consultant will attend all Board of Directors (BOD) meetings as well as prepare meeting
agendas and presentations as necessary. The Consultant will also supply those materials
for distribution by the administrative agent (City of Ukiah). Consultant will administer
general RRWA voice -mail and perform regular general correspondence on behalf of
RRWA. Consultant will also prepare monthly progress report and 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 notification and material distribution will be completed by
member agency staff.
Subtask 1.2: Technical Working Groups
Consultant will coordinate, prepare for and attend technical working group sessions.
Assumptions:
• Working group summaries and notification will be performed by member agency
as in-kind service, but reviewed by Consultant prior to distribution.
• No more than 12 meetings at 3 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 2006-2007.
Assumptions:
• 2006-2007 workplan will follow similar structure and format as 2005-2006 work
plan
• Projects for inclusion in work plan will be developed during technical working
groups sessions
Task 2: General Benefit Projects
Subtask 2.1: Implementation of Outreach Strategy
Regulatory agency outreach implementation activities will be based on the individual
outreach plans developed by the Public Outreach and Funding Working Group (POF)
The POF will provide in-kind contacts and attendance along with Consultant. Elected
Attachment A: Scope of Services RRWA Page 1 of 4
2005-2006
official and public outreach plans will be developed as part of member agency in-kind
services but will be reviewed by Consultant. Preliminary activities identified in the
elected official outreach plan will be implemented as part of the 2005-06 Work Plan.
General RRWA outreach material development will focus on the creation of a fact sheet
developed by Consultant with assistance on content and review through the POF working
group. This fact sheet 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.
• Fact sheet will be 8.5 x 11 double sided and printing will not exceed 1000 copies.
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 regular media communications and contact list
maintenance.
Assumptions:
• Up to 6 draft, revised, and final media materials
Subtask 2.3: Grant Program
The Consultant will provide grant tracking services and a monthly report to the POF on
potential grant opportunities. Under the direction of the POF, a grant opportunity could
be selected for grant application preparation. The activities and budget necessary to
complete such a grant application is not included as part of this scope of work.
Subtask 2.4: Mercury Control/Pollution Prevention Program
The Consultant will coordinate with the water Quality and Regulations working group
(WQR) and other relevant local agencies to identify existing mercury projects and
programs for research. These programs will be used to develop a scope for a multiple
year RRWA Mercury Pollution Prevention Program and begin preliminary
implementation activities identified in the scope. A fact sheet regarding a topic selected
for the first year of the program could be compiled by Consultant and in-kind support
from RRWA members.
Assumptions:
• Fact sheet will be completed with support from member agency in-kind services
and will be based on existing graphics/materials.
• Printing and distribution of fact sheet is outside of this scope of work.
Attachment A: Scope of Services RRWA Page 2 of 4
2005-2006
Subtask 2.5: Integrated Regional Water Management Plan
Consultant will assist RRWA in the continued support of the North Coast IRWMP by
working with Sonoma County Water Agency and its contractor to further refine a
prioritization scheme for project inclusion in grant applications. The Consultant will work
with member agencies at the regular Integrated Resources Planning (IRP) Working
Group meetings to provide comments and input on the prioritization scheme for round 2
of the IRWMP funding program. Consultant will also work with IRP to develop a
detailed scope for a regional RRWA project to be included as part of the round 2 IRWMP
Grant Program application. The Consultant (in conjunction with member agency in-kind
coordination) will provide the necessary research, data collection, writing,
graphics/formatting and document review management necessary to complete a final
memorandum detailing a project scope to the BOD.
Task 3: Special Benefit Projects
Subtask 3.1: 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 regular meetings with the Regional Board Executive
Officer 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 ED 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 3.2: Residential Fats, Oils, and Grease Program
The Consultant will research existing FOG programs to craft a multi-year regional
RRWA program that will meet the needs of member agencies. A fact sheet will also be
prepared based on existing work developed as part of the City of Santa Rosa's residential
FOG program. The Consultant will coordinate with WQR to identify FOG issues and
potential solutions. This approach will be further developed by the WQR to identify FOG
issues, and craft a cost effective, multi-year regional RRWA program that will meet the
residential FOG program needs of member agencies.
Attachment A: Scope of Services RRWA Page 3 of 4
2005-2006
Assumptions:
• Fact sheet will be developed by consultant using existing materials and input from
WQR during WQR sessions.
• All printing and distribution of fact sheet or other materials are outside of this
scope of work.
Subtask 3.3: Stormwater Awareness Program
The Consultant will work with WQR to coordinate existing (developed as part of
RRWA's 04-05 Work Plan) and newly developed stormwater general awareness
activities. General awareness activities include continuing to work with Sonoma County
on outreach to the local media including an environmental column related to environment
and water quality issues in a local newspaper as well as the student video contest.
Assumptions:
• Any outreach pieces developed as part of this program will be provided as in-kind
services by participating agencies.
Subtask 3.4: Stormwater Training Program
The Consultant will coordinate with WQR to help coordinate and implement both outside
consultant and in-kind stormwater training activities.
Assumptions:
• An outside consultant will be contracted to develop and present a training module
covering stormwater topics identified by the WQR with in-kind support.
• The training will be conducted at member agency locations, and agencies may
request more than one training session. Further contractor training will be
supported through the in-kind coordination with the Engineering Contractors
Association (ECA).
Subtask 3.5: CMOM Strategy
The Consultant will research and report on existing CMOM implementation programs
particularly within the Bay Area. The WQR will coordinate with Consultant to determine
if the development of an RRWA CMOM strategy and training program would be of value
to RRWA member agencies.
Assumptions:
• Consultant will conduct research and coordination of CMOM strategy through
phone calls and during WQR sessions.
Attachment A: Scope of Services RRWA Page 4 of 4
2005-2006
Attachment B
RMC Budget
Russian River Watershed Association
(July 1, 2005 - June 30, 2006)
Consultant Hourlv Rates
Principal (Executive Director)
Total
Labor
Costs
Other
Direct Contract
Costs Totals
Task 1: Executive Director Services
$117,930
$2,070 $120,000
1.1 General Administration
1.2 Technical Workin Groins
$61,500
$45,950
$1,170 $62,670
$900 $46,850
1.3 Work Plan Development
$10,480
$0 $10,480
Task 2: General Benefit Projects
$86,705
$1,860 $88,565
2.1 Implementation of Outreach Strateg
$25,830
$1,860 $27,690
2.2 Media Relations
$15,000
$0 $15,000
2.3 Grant Program
$9,910
$0 $9,910
2.4 Mercury Control/Pollution Prevention
$14,970
$0 $14,970
2.51RWMP
$20,995
$0 $20,995
Task 3: Special Benefit Projects
$86,390
$1,600 $87,990
3.1 Forum for Collective Comments
$54,950
$1,600 $56,550
3.2 Residential fats, Oils and Grease Pro ram
$14,970
$0 $14,970
3.3 Stormwater Awareness Pro ram
$4,990
$0 $4,990
3.4 Stormwater Training Program
$1,600
$0 $1,600
3.4 CMOM Strategy
$9,880
$0 $9,880
TOTAL 1
$291,0251
$5,5301 $296,555
Consultant Hourlv Rates
Principal (Executive Director)
$205
Project Manager (PM)
$160
Project Engineer/Project Planner (PE/PP)
$130
Graphics
$110
Administrative Assistant (Admin)
$95