HomeMy WebLinkAboutSMB Environmental, Inc. 2024-03-22COU No. 2324-178
AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES
This Agreement, made and entered into this 22 day of March, 2024 (“Effective Date”), by
and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and SMB
Environmental, a Corporation 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 preparing necessary environmental
documentation for the City of Ukiah’s Municipal Well Project.
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 the time coordinated with City staff. 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.
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 $44,374.00. 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 attached Attachment B,
4.2
4.3
4.4
5.0
5.1
COU No. 2324-178
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.
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.
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.
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.
ASSURANCES OF CONSULTANT
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 City for any purpose
whatsoever. City 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 City 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.
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.
5.2
6.0
6.1
COU No. 2324-178
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.
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.
INDEMNIFICATION
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:
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
Consultant shall maintain limits no less than:
1.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.
COU No. 2324-178
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:
1.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 in
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.
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.
COU No. 2324-178
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 one
year from date of final approved invoice.
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 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. 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 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.
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, surviving the
termination of this Agreement, to indemnify the City for any claim, cost or liability that
arises out of, or pertains to, or relates to any negligent act or omission or the willful
misconduct of Consultant 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.
COU No. 2324-178
“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.
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
7.9
8.0
COU No. 2324-178
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.
Execution of Agreement. This Agreement may be executed in duplicate originals, each
bearing the original signature of the parties. Alternatively, this Agreement may be
executed and delivered by facsimile or other electronic transmission, and in more than
one counterpart, each of which shall be deemed an original, and all of which together
shall constitute one and the same instrument. When executed using either alternative,
the executed agreement shall be deemed an original admissible as evidence in any
administrative or judicial proceeding to prove the terms and content of this Agreement.
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 SMB ENVIRONMENTAL
DEPT. OF PUBLIC WOKRS STEVE BROWN
300 SEMINARY AVENUE PO BOX 381
UKIAH, CALIFORNIA 95482-5400 ROSEVILLE, CA 95661
9.0 SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
BY: __________________________ ____________________
Date
PRINT NAME: _________________
__________________
IRS IDN Number
CITY OF UKIAH
BY: ____________________
CITY MANAGER Date
ATTEST
____________________
CITY CLERK Date
Steve Brown
March 22, 2024
27-4411017
Apr 2, 2024
Kristine Lawler (Apr 2, 2024 12:58 PDT)
Kristine Lawler Apr 2, 2024
Proposal – City of Ukiah’s Municipal Well Project IS/MND
Page 1 February 2024
SMB Environmental, Inc. (SMB) is pleased to submit this proposal for preparing the necessary
environmental documentation for the City of Ukiah’s (City) Municipal Well Project
(Project/Proposed Project). What follows is our understanding of the Proposed Project, a detailed
scope of work, budget, and schedule.
PROJECT UNDERSTANDING
The City’s available water supply is subject to interruption during emergencies and may be
insufficient to meet peak demands in summer and during drought years. Accordingly, the City is
pursuing groundwater well options to augment its portfolio of other groundwater and surface
water supply options. The scope and budget of this Proposal assumes the environmental
investigation of two (2) identified locations for a new municipal groundwater well to be
developed from the 2006 City of Ukiah Well Siting Study, which includes 1) the Ukiah
Redevelopment Agency Property Near Airport location and 2) one other location within the City.
Any other locations may require additional scope and budget for this environmental investigation.
SMB’s role will be to prepare the necessary environmental documentation. Due to the City’s
pursuit of grant and loans from other agencies, the Proposed Project would likely be subject to the
CEQA-Plus requirements where the City would be the CEQA Lead Agency and to ensure that all
of the applicable state and federal environmental regulations are adhered to. What follows is the
proposed scope of work for SMB to build upon the previous IS/MND and prepare an adequate
environmental document pursuant to CEQA-Plus requirements for the implementation of the
City’s Proposed Project.
SCOPE OF WORK
Task 1 – Project Kick-off Meeting. On receipt of Notice to Proceed, SMB will meet with the
City to coordinate data transfer and review existing information regarding the Project. The
purpose of this meeting would be to confirm the project’s objectives, identify and confirm the
Proposed Project’s facilities and any alternatives, and discuss the specific environmental criteria
to be used. The purpose of this meeting also is to confirm all project assumptions, discuss project
roles and responsibilities, ensure compatibility in project schedules, define communication
protocols, document methods of analysis, and generally ensure that the team is aware of the
overall project description and characteristics being designed. In addition, we will review
existing information and establish a library of relevant documents relating to the Project.
Task 2 - Prepare Project Description. Based on the engineering information provided by the
City, SMB will prepare a Project Description that will be suitable for effective environmental
analyses. This task assumes that the City and/or it selected design engineer will provide a
physical description of the proposed project, including electronic maps (JPEG format) of the
proposed project facilities and construction techniques. As required by CEQA, the Project
Description will be complete with the precise location and boundaries of the Proposed Project; a
statement of the objectives of the Proposed Project; and a general description of the Proposed
Project’s technical, economic, environmental, engineering, and/or construction aspects. SMB will
ensure that we have a complete and final Project Description prior to initiating any significant
efforts in analyzing potential environmental impacts, which will help to streamline the schedule
and reduce overall costs.
ATTACHMENT A
Proposal – City of Ukiah’s Municipal Well Project IS/MND
Page 2 February 2024
Task 3 – Prepare Administrative Draft IS/MND. SMB proposes to prepare an Administrative
Draft CEQA Initial Study/Mitigated Negative Declaration (IS/MND) pursuant to CEQA-Plus
requirements to determine if the Proposed Project may have a significant effect on the
environment and if so, to what extent. Based on our initial assessment, it is likely that the
Proposed Project will satisfy the CEQA requirements through the preparation of a Mitigated
Negative Declaration. Most, if not all, of the potential impacts appear to be short-term/temporary
impacts due to construction activities and which can be avoided and/or mitigated to less than
significant levels. As a result, SMB proposes to prepare an Initial Study to see if it is possible to
satisfy the CEQA requirements through the preparation of an IS/MND.
In addition, SMB will conduct the following specific environmental studies to meet the CEQA-
Plus requirements. These include preparing the following:
•Prepare Biological Resources Assessment Report. SMB will prepare a Biological
Resources Assessment (BA) Report on the potential impacts of state and federally listed
species as a result of the construction and operation of the Proposed Project. The BA will
address the species listed under the California and Federal Endangered Species Acts
(ESA) that could be within the Proposed Project Area and the ability or likelihood of the
Proposed Project to adversely affect those resources.
•Prepare AB 52 Tribal Cultural Resources and Section 106 Cultural Resources
Report. SMB will prepare a Cultural Resources Inventory Report to comply with AB 52
Tribal Cultural Resources requirements and Section 106 of the National Historic
Preservation Act of 1966, as amended. The overarching criteria for determining the
significance of impacts to cultural resources are the significance of the cultural resources
themselves, as defined by the National Register Criteria (36 CFR Part 60.4). This study
will consist of an archeological inventory of cultural surveys and archeological reports,
contacts with Native Americans, as well as a cursory reconnaissance survey of the
Proposed Action Area.
For any potentially significant impact(s) identified through the CEQA Checklist, SMB will
develop appropriate mitigation measures to attempt to avoid and/or reduce those impacts to less
than significant levels. If the Initial Study concludes that the Proposed Project may have a
significant effect on the environment that cannot be avoided or reduced to less than significant
levels through mitigation, an EIR/EIS may be required. If it is determined that an EIR and/or an
EIS is required, SMB will prepare an additional scope of work, schedule, and budget for
preparing the subsequent documents. For purposes of this Scope of Work, it is assumed that a
IS/MND will be prepared. SMB will prepare and send electronic copies of the Administrative
Draft IS/MND to the City for internal team review.
Task 4 – Prepare Public Draft IS/MND. Based on comments from the City - and assuming that
an EIR is not required, SMB will revise the Administrative Draft IS/MND and prepare a Public
Draft IS/MND document to undergo the required 30-day public review. An IS/MND may only
be prepared when no substantial evidence exists, in light of the whole record, that the Proposed
Project may have a significant environmental effect. If it is determined by the City that a
IS/MND is the appropriate documentation, SMB will prepare twenty-five (25) copies of the
Public Draft IS/MND for the required 30-day public review. SMB will prepare a Notice of
Proposal – City of Ukiah’s Municipal Well Project IS/MND
Page 3 February 2024
Completion and deliver fifteen (15) of the copies of the Public Draft IS/MND to the State
Clearinghouse. In addition, SMB will prepare a Notice of Intent to Adopt a Mitigated Negative
Declaration and send to the Mendocino County Clerk-Recorder. This task assumes that the City
will send this or a similar notice to any other responsible/trustee agencies with jurisdiction by
law, and to other interested or affected parties.
Task 5 – Prepare Final IS/MND and SRF Environmental Application. Upon completion of
the 30-day public review period, SMB will assist the City in considering any comments received.
As appropriate, SMB will then prepare the Final IS/MND to present to the City for approval of
the Proposed Project. The City is obligated to notify (in writing) any commenting agencies of the
date of the public hearing on the Project for which a Negative Declaration or a Mitigated
Negative Declaration is prepared and being considered for approval. SMB will prepare a draft of
the Notice of Determination for the City to sign after and upon Project approval. The City will be
responsible for all filing fees with the Mendocino County Clerk-Recorder, the State
Clearinghouse, and/or any other agency(s) as required. SMB will then prepare the SRF
Environmental Application and submit it to the State Board.
Task 6 – Project Meetings, Management, and Coordination. Due to the nature of this kind of
project, it is likely that the completion of the environmental review activities will require at least
one field site visit/meeting with the City and attendance at two formal City Council Meetings to
present and then adopt the environmental document. As a result, we have budgeted 14 hours for
this task. Any additional meetings/hours will be at the discretion of the City and will be billed by
SMB on a time-and-materials basis.
PROPOSED SCHEDULE
SMB proposes to complete the CEQA-Plus process for the Proposed Project in approximately 14
weeks from notice-to-proceed. This includes the required 30-day public review period.
PROPOSED BUDGET
As shown in Table 1 below, SMB proposes to prepare an Initial Study/Mitigated Negative
Declaration pursuant to CEQA-Plus requirements for the Proposed Project as described above for
$44,374. This budget is based on our assumption that the Proposed Project would not have any
adverse impacts to the environment that cannot easily be mitigated to less than significant levels
and/or would not require extraordinary efforts, multiple reviews, and/or exceed the level of effort
described herein. Also, if it is determined that an EIR/EIS is required, SMB will prepare a
detailed scope and budget for the subsequent environmental documentation required. As is our
standard practice, SMB will bill for services rendered on a time-and-materials basis according to
our standard 2024 billing rates.
Table 1
Cost Estimate
IS/MND – City of Ukiah’s Municipal Well Project
Task Description
Total
Hours
Total
Cost
1. Data Collection and Review/Kick-off Meeting 12 $2,460
2. Prepare Project Description 24 $3,760
3. Prepare Administrative Draft IS/MND 154 $25,800
Proposal – City of Ukiah’s Municipal Well Project IS/MND
Page 4 February 2024
Table 1
Cost Estimate
IS/MND – City of Ukiah’s Municipal Well Project
Task Description
Total
Hours
Total
Cost
4. Prepare Public Draft IS/MND 18 $3,070
5.Prepare Final IS/MND and SRF Environmental Application 16 $2,810
6. Project Meetings, Management, and Coordination 14 $2,440
Total Labor- Assuming IS/MND 238 $40,340
Direct Costs (travel, postage and delivery, major reproduction, miscellaneous
expenses)
$4,034
Total Estimated Cost $44,374
