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HomeMy WebLinkAboutEBA Engineering 2024-05-07 COU No. 2324-201 AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES This Agreement, made and entered into this 7th day of May, 2024 ("Effective Date, by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and EBA Engineering, 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 bid specification preparation for remediation and monitoring well abandonment at the City of Ukiah Corporation Yard. 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 as soon as possible from receipt of the Notice to Proceed. Consultant shall complete the work to the City's reasonable satisfaction, even if contract disputes arise or Consultant contends it is entitled to further compensation. 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 $11,335. 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 A, PAGE I OF 7 COU No. 2324-201 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 A. Consultant shall complete the Scope of Work for the not-to- exceed guaranteed maximum, even if actual time and expenses exceed that amount. 4.2 Changes. Should changes in compensation be required because of changes to the Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in compensation. "Changes to the Scope-of-Work" means different activities than those described in Attachment "A" and not additional time to complete those activities than the parties anticipated on the date they entered this Agreement. 4.3 Sub-contractor Payment. The use of sub-consultants or other services to perform a portion of the work of this Agreement shall be approved by City prior to commencement of work. The cost of sub-consultants shall be included within guaranteed not-to-exceed amount set forth in Section 4.1. 4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this contract shall be based upon submission of monthly invoices for the work satisfactorily performed prior to the date of the invoice less any amount already paid to Consultant, which amounts shall be due and payable thirty (30) days after receipt by City. The invoices shall provide a description of each item of work performed, the time expended to perform each task, the fees charged for that task, and the direct expenses incurred and billed for. Invoices shall be accompanied by documentation sufficient to enable City to determine progress made and to support the expenses claimed. 5.0 ASSURANCES OF CONSULTANT 5.1 Independent Contractor. Consultant is an independent contractor and is solely responsible for its acts or omissions. Consultant (including its agents, servants, and employees) is not the City's agent, employee, or representative for any purpose. It is the express intention of the parties hereto that Consultant is an independent contractor and not an employee, joint venturer, or partner of 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. PAGE 2 OF 7 COU No. 2324-201 Consultant warrants and represents that it is a properly licensed professional or professional organization with a substantial investment in its business and that it maintains its own offices and staff which it will use in performing under this Agreement. 5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to City. Consultant has no interest and will not acquire any direct or indirect interest that would conflict with its performance of the Agreement. Consultant shall not in the performance of this Agreement employ a person having such an interest. If the City Manager determines that the Consultant has a disclosure obligation under the City's local conflict of interest code, the Consultant shall file the required disclosure form with the City Clerk within 10 days of being notified of the City Manager's determination. 6.0 INDEMNIFICATION 6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2 Consultant shall not begin work under this Agreement until it procures and maintains for the full period of time allowed by law, surviving the termination of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with its performance under this Agreement. A. Minimum Scope of Insurance Coverage shall be at least as broad as: 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. PAGE 3 OF 7 COU No. 2324-201 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. PAGE 4 OF 7 COU No. 2324-201 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 one (1) year from the 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. PAGE 5 OF 7 COU No. 2324-201 "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 PAGE 6 OF 7 COU No. 2324-201 performed and expenses incurred as of the effective termination date. In such event, as a condition to payment, Consultant shall provide to City all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Consultant under this Agreement. Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder, subject to off-set for any direct or consequential damages City may incur as a result of Consultant's breach of contract. 7.9 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. 8.0 NOTICES Any notice given under this Agreement shall be in writing and deemed given when personally delivered or deposited in the mail (certified or registered) addressed to the parties as follows: CITY OF UKIAH EBA ENGINEERING DEPT. OF PUBLIC WORKS MAX KRUZIC 300 SEMINARY AVENUE 825 SONOMA AVENUE, SUITE C UKIAH, CALIFORNIA 95482-5400 SANTA ROSA, CA 95404 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CONSULTANT BY: 05/09/2024 N EI umail Date Nazar PRINT NAME: � y 68-0181868 IRS IDN Number CITY OF UKIAH BY: SAS May 16, 2024 Date CITY MANAGER ATTEST May 28, 2024 Kristine Lawler(May 28,202410:26 PDT) CITY CLERK Date PAGE 7 OF 7 Attachment A EE BA ENGINEERING April 5, 2024 Tim Eriksen, P.E. Director of Public Works & City Engineer City of Ukiah 300 Seminary Avenue Ukiah, CA 95482 teriksen@citvofukiah.com RE: PROPOSAL FOR ENVIRONMENTAL ENGINEERING SERVICES BID SPECIFICATION PREPARATION FOR REMEDIATION AND MONITORING WELL ABANDONMENT CITY OF UKIAH CORPORATION YARD 1320 AIRPORT ROAD UKIAH, CA 95490 EBA Proposal No. P685-24 Dear Mr. Eriksen: EBA Engineering (EBA) appreciates the opportunity to present this Proposal for Environmental Engineering Services (Proposal) to the City of Ukiah (City) for preparation of revised Bid Specifications for the case closure activities associated with the underground storage tank (UST) site at the City Corporation Yard site located at 1320 Airport Road in Ukiah, California. Based on a telephone discussion on April 4, 2024, EBA understands that the City's current project goals are to complete the well abandonments by the current regulatory deadline of October 1, 2024, whereas deconstruction of the remediation system infrastructure and associated site restoration work would be performed at a later date following case closure by the North Coast Regional Water Quality Control Board (NCRWQCB). As such, EBA has developed the following scope of work to meet these objectives. SCOPE OF WORK The scope of this Proposal includes the following: • Perform an inventory ("site survey") of the 22 monitoring wells and 28 remediation wells which will require abandonment. o The purpose of the site survey is to verify current well status and to determine and quantify any conditions that introduce access limitations, permitting considerations, and other logistical factors that could influence the scope of work for the selected drilling contractor. All associated well enclosures will be opened and the wells inspected to: 1.) determine locations where remediation well vaults will need to be initially removed to allow for drilling rig access, 2.) remediation 825 Sonoma Avenue,Suite C • Santa Rosa, California 95404 (707)544 0784 • FAX(707)544-0866 • www.ebagroup.com components (pumps, hose, wellhead assemblies, etc.) that will need to be removed to facilitate well abandonment; 3.) and confirmation that the wells and associated enclosures still remain (i.e., off-site well locations that may have been potentially damaged, paved over, or destroyed). Documentation of inaccessible drilling locations will be collected to support a variance request from the Mendocino County Department of Environmental Health (MCDEH) to allow pressure grouting in these instances. For inaccessible drilling locations, a determination of allowable alternate well abandonment methods is recommended prior to development of revised Bid Specifications and issuance of a Request for Proposal. Consult with MCDEH regarding inaccessible drilling locations to determine allowable well abandonment alternatives. EBA will provide MCDEH with documentation of inaccessible drilling locations and the rationale in support of a variance request to allow for pressure grouting. Following a determination from MCDEH, EBA will prepare an Addendum to the August 11, 2016 Well Abandonment Work Plan (EBA, 2016), which was approved by the NCRWQCB in a letter dated August 31, 2016. The Addendum will be submitted to the NCRWQCB for regulatory review and approval, which will also serve as a final confirmation from the NCRWQCB of the components required for case closure. A copy will be provided to the MCDEH to memorialize agreements made regarding pressure grouting; however,the selected drilling contractor should also provide the MCDEH a copy of the Addendum when applying for a drilling permit. The Addendum can be provided as an exhibit to the Bid Specifications. • Prepare a revised Bid Specification document for well abandonment. o As discussed, draft Bid Specifications, which were previously prepared by EBA in 2017, assumed that well abandonment and the deconstruction of all remediation infrastructure and associated site restoration work was to be coordinated to occur at the same time. As such, two scopes of work were developed based upon a strategic division of roles and responsibilities for each contractor (i.e., a C-57 licensed drilling contractor and a separate A-licensed general engineering contractor). It is EBA's understanding that the City's current goals for this project are to complete the minimum NCRWQCB requirements for well abandonment and case closure at this time. The remediation system deconstruction and site restoration would be completed at a later date as part of a separate scope of work and following case closure by the NCRWQCB. Regulatory oversight or the need for consultant assistance would not be anticipated to be needed to complete the deconstruction and site restoration scopes of work after case closure is granted. EBA will prepare draft Bid Specification documents that define a revised scope of work for the drilling contractor based upon results of the site survey, variances approved by NCRWQCB and MCDEH, and a restructuring of the drilling contractor bid components based upon a project organization to complete all actions required to obtain case closure. 2 C3A ENGInfERitlG o The draft Bid Specifications will be provided to the City for review and approval. Prepare an Engineer's Cost Estimate for the work to be performed by the drilling contractor. The Engineer's Cost Estimate will be structured based upon the quantities and units of measure defined within the Bid Specification document; however, additional cost estimate details will be included where applicable. COST ESTIMATE SUMMARY EBA can provide the services for a not-to-exceed cost of$11,335 per the Cost Estimate Summary provided below, unless otherwise authorized by the City. This cost includes all labor, travel, and material expenses associated with implementing the various tasks required of this project. COST ESTIMATE SUMMARY Task 1: Project Coordination and Consultation Item Rate Qty Subtotal Senior Geologist I Project Manager $175 4 $700 $700 Task 2: Site Survey (Two Days) Item Rate Qty Subtotal Senior Geologist I Project Manager $175 2 $350 Project Geologist 11 $160 20 $3,200 Field Equipment $300 1 $300 Mileage $0.67 240 $160 $4,010 Task 3: Agency Consultation and Preparation of Work Plan Addendum Item Rate Qty Subtotal Senior Geologist I Project Manager $175 2 $350 Project Geologist II $160 6 $960 Design Drafter $125 2 $250 $1,560 Task 4: Bid Specification Preparation Item Rate Qty Subtotal Principal Engineer $235 1 $235 Senior Geologist I Project Manager $175 12 $2,100 Project Geologist II $160 4 $640 Desi n Drafter $125 6 $750 $3,725 Task 5: Engineer's Estimate of Cost Item Rate Qty Subtotal Senior Geologist I Project Manager $175 4 $700 Project Geologist 11 $160 4 $640 $1,340 TOTAL $11,335 3 E EN�/Ef \ I ASSUMPTIONS AND EXCLUSIONS The following assumptions and exclusions have been made: • The work described herein is not subject to prevailing wages. • It is assumed that the City will provide a current Bid Specification template and, if applicable, example contract language, insurance requirements, or similar attachments. • It is assumed that access agreements will be secured by the City for the site survey, if applicable. The majority of the off-site well locations are located in public areas for which EBA would be able to adequately access drilling access limitations without special access requirements. However, two monitoring wells (MW 22 and MW-21B) are located behind the Sears and Dollar Tree businesses requiring access through a locked alleyway. These are the only two drilling locations for which prior special access issues apply. If the City prefers for EBA to coordinate execution of an access agreement to these locations, or any others, for the site survey and/or well abandonment iteself, additional time and expense could apply. • This proposal assumes that field inspection will be completed in two days on-site. There are 50 monitoring and remediation wells for which drilling access considerations and other project logistics will need to be evaluated. A significant number of wells are located off- site on multiple properties. There is the potential for changed conditions in the past eight years which could introduce complexities requiring additional time to determine the most strategic solution. For example, a monitoring well may have been covered during repaving at an off-site property preventing access to the well and additional time to determine its status and the associated scope of work to locate and abandon. EBA will notify the City in the event additional time is required. • Any additional services not described herein will be included under a separate Agreement for Services. Throughout this project, additional information may become available. This new information may result in a change in the scope of work, which may result in a change in the cost of the project. EBA will notify the client when there is a change in the cost and will not proceed without prior approval of the changes from the client. CLOSING Thank you again for the opportunity to submit this Proposal. Please do not hesitate to call us at (707) 544-0784 if you have any questions or comments regarding the information contained herein. Sincerely, EBA ENGINEERING AW 3-/- Max Kruzic, P.G., C.Hg., QSD Senior Geologist E fef� EN Ne,