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HomeMy WebLinkAboutSonoma County Water Agency 2017-08-15N0. 171V /S -7 - AGREEMENT FOR CONSULTING SERVICES This Agreement, made and entered into this 15th day of August 2017 ("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and SONOMA COUNTY WATER AGENCY, a body corporate and politic of the State of California organized and in good standing under the laws of the state of California, hereinafter referred to as "Water Agency". RECITALS This Agreement is predicated on the following facts: a. City has received a $500,000 Proposition 1 Planning Grant from the State Water Resources Control Board (State) to complete a Storm Water Resource Plan (SWRP) for the Russian River Watershed, on behalf of the Russian River Watershed Association (RRWA). Water Agency has been named as a partner in the planning effort. City intends to engage Water Agency to perform certain planning services, including geotechnical and field investigations, in support of the SWRP. Water Agency will receive $85,000 of the State grant funding to perform this work. C. A condition of the City's receipt of State funding for the SWRP is a 50 -percent local funding match. Water Agency intends to contribute $100,000 in in-kind matching funds pursuant to this Agreement, in addition to performing the services described in Recital B, for which Water Agency will be compensated. TERMS OF AGREEMENT 1.0 SCOPE OF SERVICES 1.1 City and Water Agency agree upon the Scope of Work as set forth in Attachment "A". 1.2 Value of Services: Parties agree that the value of services described in Attachment A is approximately $185,000 1.3. Additional Services. Additional services, if any, shall only proceed upon written agreement between City and Water Agency signed by the Water Agency's General Manager or designee, and a duly authorized representative of the City. The written Agreement shall be in the form of an Amendment to this Agreement. 2.0 CONDUCT OF WORK 2.1 Time of Completion. Water Agency 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 two years from receipt of the Notice to Proceed. Water Agency shall complete the work to the City's reasonable satisfaction, even if contract disputes arise or Water Agency contends it is entitled to further compensation. Std— Pro tSvesAgreement- November 20, 2008 PAGE 1 OF 7 3.0 COMPENSATION FOR GRANT -FUNDED SERVICES 3.1 Basis for Compensation. For the performance of the geotechnical and field investigation and related services described in Tasks 3 and 6 in Attachment A, Water Agency shall be compensated on a time and expense basis not to exceed a guaranteed maximum dollar amount of $ 85,000-. Expenses and the fees to be charged for same shall be as set forth in Attachment B. Water Agency shall complete the Scope of Work for the not -to - exceed guaranteed maximum, even if actual time and expenses exceed that amount. 3.2 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 anticipated on the date they entered this Agreement. 3.3 Sub -contractor Payment. The use of sub -consultants or other services to perform a portion of the work of this Agreement has been approved by City. The cost of sub - consultants shall be included within guaranteed not -to -exceed amount set forth in Section 4.1. 3.4 Terms of Payment. Payment to Water Agency for services rendered in accordance with this Agreement 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 Water Agency, 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. 4.0 MATCH FUNDING/ IN-KIND SUPPORT 4.1 In Kind Services/ Match Funds: In support of City's SWRP, Water Agency will provide match funding in the form of in-kind services valued at $100,000. These services will consist of advisory, outreach, plan development, and other services. 4.2 Reports: Water Agency will provide monthly reporting with respect to the performance of the in-kind services to RRWA in a format provided by City, detailing the hours and rates of Water Agency staff working on the SWRP, based upon hourly billing rates for the various classifications of personnel employed by Water Agency as set forth in Attachment B. 4.3 Funding Source: Match costs cannot be from State funds, regardless of the source. Only Federal grants and loans, local and private funding, or donated and volunteer services are eligible as a match. 4.4 Eligible Expenses: Match costs cannot include indirect costs, such as overhead, contingency, or markup expenses. This includes all costs submitted by subconsultants of the Water Agency. Std — ProfSv sAgreemem- November 20, 2008 PAGE 2 OF 7 5.0 INDEMNIFICATION 5.1 Insurance Liability. Without limiting Water Agency's obligations arising under Paragraph 6.2 Water Agency 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: 1. 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 Water Agency shall maintain limits no less than: 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. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 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, Std — ProfSvcsAgreement- November 20, 2008 PAGE 3 OF 7 officials, employees and volunteers; or the Water Agency 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 Water Agency, products and completed operations of the Water Agency, premises owned, occupied or used by the Water Agency, or automobiles owned, hired or borrowed by the Water Agency 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 Water Agency'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 in excess of the Water Agency'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. d. The Water Agency'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 Water Agency'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 July 1, 2017 -to July 1, 2018. 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. Std — ProfSvcsAgreemem- November 20, 2008 PAGE 4 OF 7 E. Acceptability of Insurers Insurance is to be placed 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 Water Agency 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. Where by statute, the City's Workers' Compensation - related forms cannot be used, equivalent forms approved by the Insurance Commissioner are to be substituted. All Certificates and Endorsements are to be received and approved by the City before Water Agency 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 Water Agency 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 Water Agency that City has paid the premium. G. Subcontractors Water Agency 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. 5.2 Mutual Indemnification. Each party shall indemnify, defend, protect, hold harmless, and release the other, its officers, agents, and employees, from and against any and all claims, loss, proceedings, damages, causes of action, liability, costs, or expense (including attorneys' fees and witness costs) arising from or in connection with, or caused by any act, omission, or negligence of such indemnifying party or its agents, employees, contractors, subcontractors, or invitees in the performance of this Agreement. This indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages or compensation payable to or for the indemnifying party or its agents, employees, contractors, subcontractors, or invitees under workers' compensation acts, disability benefit acts, or other employee benefit acts. 6.0 CONTRACT PROVISIONS 6.1 Ownership of Work. All documents furnished to Water Agency by City and all documents or reports and supportive data prepared by Water Agency under this Agreement will be jointly owned by Water Agency and City. Deliverables are identified in the Scope -of -Work, Attachment "A". All documents produced by Water Agency shall be furnished to City in digital format. Water Agency shall produce the digital format, using software and media approved by City. 6.2 Governing Law. Water Agency 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 Std— ProfSvcsAgreement- November 20, 2008 PAGE 5 OF 7 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. 6.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set forth the entire understanding between the parties. 6.4 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. 6.5 Modification. No modification of this Agreement is valid unless made with the agreement of both parties in writing. 6.6 Assignment. Water Agency's services are considered unique and personal. Water Agency 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. 6.7 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. 6.8 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 Water Agency for services provided under this Agreement; or 3) City has abandoned and does not wish to complete the project for which Water Agency 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 Agreement shall be terminated as of that time. If terminated for lack of funds or abandonment of the project, the Agreement shall terminate on the date notice of termination is given to Water Agency. City shall pay the Water Agency only for services performed and expenses incurred as of the effective termination date. In such event, as a condition to payment, Water Agency shall provide to City all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Water Agency under this Agreement. Water Agency 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 Water Agency's breach of contract. 6.9 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. 7.0 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 300 SEMINARY AVENUE UKIAH, CALIFORNIA 95482-5400 8.0 SIGNATURES Std– ProfS—Agreement- November 20, 2008 PAGE 6 OF 7 IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: Reviewed as to funds: By: Water Adency Division Manager - Administrative Services Approved -s to form: By: Adam Brand, Deputy County Counsel Sonom Ioun ater Agency By: Michael T'ahompso , Interim General manager' Date:Dl�!/�20ia Authorized per Water Agency's Board of Directors Action on August 15, 2017 Std — ProtSvcsAgreement- November 20, 2008 PAGE 7 OF 7 TW 16/17-107 Attest: L By: Kristine Lawler, City Clerk City of Ukiah By.- Sage y:Sage angiacomo, City Manager Date: t a3 - is Attachment A Scope of Services Sonoma County Water Agency Grant reporting: a. Report quarterly to RRWA in a format provided by the City, detailing hours and rates working on the SWRP as well as descriptions of work performed. b. Provide reports and required information to Russian River Watershed Association or City, as directed by the City. 2. Advisory Committee Role: a. Provide a staff representative on the project's Technical Advisory Committee (TAC) and attend a minimum of three TAC meetings, providing routine input on the process that will be used to include available reference documents, GIS mapping, studies and other data to support any projects it proposes for inclusion in the SWRP. Other input may include quantification of benefits and ranking methodology of projects in the Plan. b. Provide relevant data, reports, maps, and project information to be included in the Plan. c. Consider reviewing and providing comments on the draft and final SWRP. 3. Site Investigation, Laguna -Mark West sub -watershed: a. Conduct field investigations for priority project location(s) in the Laguna -Mark West sub -watershed that appears feasible for multi - benefit storm water resource projects based on soil type, geologic maps, local groundwater conditions or technical studies. The Field Investigation scope of work is detailed in agreement with Water Agency's sub -consultant ESA in agreement 16/17-150, dated August 15, 2017. . b. Submit a summary report of the results of the field investigations to the City. (Target: Due July 31, 2018) 4. Strategy for sub -watershed level planning: a. Develop a strategy template for purposes of assessing storm water resources at a sub -watershed level. Agency will b. Develop a site characterization assessment featuring rationale for focused assessment in the Laguna -Mark West sub watershed. (Target: Due December 31, 2017) c. Submit a draft template to the City. 5. Public meeting and stakeholder outreach: a. Attend two public meetings for stakeholder engagement. b. Provide information and outreach to the Santa Rosa Plain Groundwater Basin Advisory Panel (BAP) or its TAC and attend a minimum of one BAP or TAC meeting. c. Attend a minimum of two Technical Work Group meetings. Std - ProfSvesAgreement- November 20, 2008 PAGE 8 OF 7 6. Pass-Throuah Fundina for Geotechnical Consultina Services a. Provide consulting services for planning and advising related to the scientific validity and quality assurance of stormwater capture and reuse through a subcontract with Lawrence Berkeley National Laboratory (LBNL), LIC Regents in the amount of $5,000. LBNL researchers will serve as a collaborating entity to the Storm Water Resources Plan and advise on methodologies for geotechnical evaluations, data management and analysis. Std - ProfSvcsAgreement- November 20, 2008 PAGE 9 OF 7 Attachment B Rates and Expenses EXPENSES Item Cost Subconsultant: Environmental Science Associates at cost, not to exceed $78,000 Subconsultant: LBNL at cost, not to exceed $5,000 at cost Std — ProfSvcsAgreement- November 20, 2008 PAGE 10 OF 7