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02-0529_SMITH-EMERY GEOSERVICES_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into thi day of 2002, by and between the City of San Juan Capistrano (hereinafter referred tcQs the "City") and Smith -Emery GeoServices (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to Oversee NPDES compliance including providing a Sampling and Monitoring Program at the Production Well site at Trabuco Creek; and WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by Consultant shall consist of those tasks as set forth in Exhibit "A," attached and incorporated herein by reference. Consultant warrants that all of its services shall be performed in a competent, professional and satisfactory manner and in accordance with the prevalent standards of its profession. Section 2. Term. This Agreement shall commence on the effective date of this Agreement and services required hereunder shall be completed by no laterthan 90 calender days from the date of execution of this contract. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services forthis Project shall not exceed Nine Thousand Eight Hundred Eighty Six Dollars ($9,886.00), as set forth in Exhibit "B," attached and incorporated herein by reference. 3.2 Rate Schedule. The services shall be billed to the City at the hourly rate set forth in Exhibit "B," attached and incorporated herein by reference. Included within the compensation are W:\ENG\CPTL\Desalter\agenda\Smith_Emery_Personal Serviceg -Agreement.wpd 5/22/02 all the Consultant's ordinary office and overhead expenses incurred by it, its agents and employees, including meetings with the City representatives and incidental costs to perform the stipulated services. Submittals shall be in accordance with Consultant's proposal. 3.3 Method of Payment. Consultant shall submit monthly invoices based on total services which have been satisfactorily completed and specifying a percentage of projected completion for approval by the City. The City will pay monthly progress payments based on approved invoices in accordance with this Section. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. 3.4 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to City. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of City, and shall obtain no rights to any benefits which accrue to City's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between apy subcontractor and City. All persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section 6. Changes to Scope of Work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this W:\ENG\CPTLOesalter\agenda\Smith_Emery_Personal_Service2j4greement.wpd 5/17/02 Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Familiarity with Work and Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) it has investigated the proposed construction site, including the location of all utilities, and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall complywith all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. 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 the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Copies of Work Product. At the completion of the contract period, Consultant shall have delivered to City at least one (1) copy of any final reports and architectural drawings containing Consultant's findings, conclusions, and recommendations with any support documentation. All reports submitted to the City shall be in reproducible format. All services to be rendered hereunder shall be subject to the direction and approval of the City. Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential W:\ENG\CPTL\Desalter\agenda\Smith_Emery_Personal_Service3_Agreement.wpd 5/17102 to the extent permitted bylaw, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. Section 13. Indemnity. Consultant agrees to protect, defend and hold harmless City, its elected and appointed officials and employees from any and all claims, liabilities, expenses ordamages of any nature, including attorneys' fees, for injury or death of any person or damage to property or interference with use of property and for errors and omissions committed by Consultant arising out of or in connection with the work, operation or activities of Consultant, its agents, employees and subcontractors in carrying out its obligations under this Agreement. Section 14. Insurance. Insurance required herein shall be provided by Admitted Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII or better. 14.1 Comprehensive General Liability. Throughoutthe term of this Agreement, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in the following minimum amounts: $500,000 property damage; $500,000 injury to one person/any one occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non - owned vehicles in the following minimum amounts: $500,000 property damage; W:\ENG\CPTL\Desalter\agenda\Smith_Emery_Pemonal_Serviceo7\greement.wpd 5/17/02 $500,000 injury to one person/any one occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period 14.3 Worker's Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. 14.4 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreement, Consultant shall submit the insurance certificates, including the deductible or self -retention amount, and an additional insured endorsement to the Consultant's general liability and umbrella liability policies to the City Clerk's office for certification that the insurance requirements of this Agreement have been satisfied. 14.5 Errors and Omissions Coverage Throughout the term of this Agreement, Consultant shall maintain Errors and Omissions Coverage (professional liability coverage) in an amount of not less than One Million Dollars ($1,000,000). Prior to beginning any work under this Agreement, Consultant shall submit an insurance certificate to the City Clerk's office for certification that the insurance requirements of this Agreement have been satisfied. 14.6 Notice of Cancellation/Termination of Insurance. The above policy/policies shall not terminate, nor shall they be cancelled, nor the coverages reduced, until after thirty (30) days' written notice is given to City, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. 14.7 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.8 Notice to Proceed. W:\ENG\CPTL\Desalter\agenda\Smith_Emery_Pemonal_Sewice571greement.wpd 5/17/02 Consultant shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. City and Consultant shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to the other party In addition, this Agreement may be terminated for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 16. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Director of Administrative Services To Consultant: SMITH -EMERY GeoServices 791 E. Washington Blvd Los Angeles, CA 90021 Section 17. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 18. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 19. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the W:\ENG\CPTL\Desalter\agenda\Smith_Emery_Pemonal_ServiceS7+greement.wpd 5/17/02 parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN A CONSULTANT 11, 71 A DNA ATTEST: lwjo� aret R. Monahan, City Clerk APPROV D AS TO FORM: John R. S w, City Attorney W:\ENG\CPTL\Desalter\agenda\Smith_Emery_Personal_Se"ice7j4greement.wpd 5/17/02 ASMITHI, EMERY GEOSERVICES A MEMBER OF THE SMITH -EMERY COMPANIES, ESTABLISHED 1904 791 EAST WASHINGTON BOULEVARD ,.. LOS ANGELES, CALIFORNIA 901721 PHONE 213/745/5333 FAX 213/746-0744 March 14, 2002 City of San Juan Capistrano Public Works 32400 Paseo Adelanto San Juan Capistrano, California 92675 Attention: Mr. Eric Baumann Proposal No.: LA -4068 Proposal: NPDES - Sampling and Monitoring Program Trabueo Creek Well Discharge San Juan Capistrano, California INTRODUCTION In accordance with your request, Smith -Emery GeoServices (SEG) is pleased to present this proposal for overseeing the NPDES compliance requirements, including sampling and reporting services, at the Production Well site located in the Trabuco Creek area of the City of San Juan Capistrano. As per your request, SEG has reviewed the regulating NPDES permit and developed a scope of work to attempt to meet the stipulations set forth in Order No. 96-41 NPDES CAG919002. SCOPE OF SERVICES This scope of services is designed to be in compliance with Order No. 96-41, NPDES No. CAG919002. Smith -Emery proposes to meet the following requirements of the NPDES order: Prepare an NPDES Initial Compliance Report including the following components: • A discussion of the historical uses of the land subject to impacts from the production well operations, including a list of known or suspected leaking underground tanks (LUST Sites) and other facilities or operations which may have impacted the quality of underlying groundwaters; • Sampling of the effluent groundwater which will be discharged utilizing SJBA Well No.2 (pending RWQCB approval); • Water Samples will be analyzed for all constituents stipulated for production well discharges to Inland Surface Waters, as shown in the attached Laboratory Analytical Cost Breakdowns; NORTHERN CALIFORNIA COUW SACRAMENTO Copyright © 2002 Smith -Emery Company 1195 NORTH TUSTINAVENUE PHONE 9161374-0754 All Rights Reserved ANAHEIM, CALIFORNIA 92807 SAN FRANCISCO PHONE 714/238-6133 PHONE 415/3343000 EXHIBIT "Art A• t FAX 714/238-6144 SMITH—EMERY GEQSERVICES 2. A Monitoring and Discharge Program will include obtaining one water sample during the discharge event and reporting on the following analyses: Total Nitrogen Flowrate To be provided daily by client/contractor) Total Phosphorus Hydrogen Sulfide Settleable Solids Total Petroleum Hydrocarbons (HC -Range) Total Suspended Solids PH Acute Toxicity MTBE Base/Neutrals 126 Priority Pollutants One water sample will also be collected from the creek receiving waters during the discharge period and will be tested for turbidity. Based on the expected duration of the project (approximately one week), only one round of monitoring event is anticipated after the Initial Sampling is complete. The scope of the monitoring program is based on our experience and review of the permit requirements; the RWQCB may alter the requirements based on the findings of the initial compliance study. RWQCB will require signatures from the City of San Juan Capistrano Public Works. Fieldwork For the NPDES Initial Compliance Report, SEG may need assistance to gain access to the SJBA Well No. 2, pending RWQCB approval. The RWQCB General Dewatering Permit requires that an extensive analysis of the samples be performed as part of the permit application process. The analysis requires that for the initial sampling, water be delivered to the laboratory three times over the course of the week. The attached Cost Breakdown includes a listing of the required analyses per the Inland Surface Waters requirements. The Chronic Bioassay analysis consists of a week-long study of the effect of the effluent on three species; a vertebrate, and invertebrate, and a plant. We propose to conduct this analysis only on the initial effluent water sample. SCHEDULE We are prepared to initiate this work on receipt of a 30% retainer and a signed copy of our Terms and Conditions. The receiving waters of Trabuco Creek must be sampled once, and the effluent must be sampled three times to supply test water for the chronic bioassay analysis (chronic toxicity), preferably on a Monday, Wednesday, and Friday. The NPDES Initial Compliance Report would be available approximately one to two weeks after completion of the bioassay test results. The monitoring is estimated to require four field days, based on an approximate week duration for the project. It will require approximately two weeks to complete the final report after the project is closed. 2 SMITH -EMERY GEOSERVICES We appreciate the opportunity to submit this proposal and look forward to working with you. If you have any questions regarding this proposal, please contact us at (2 1J) 749-3411, ext. 387. Respectfully submitted, SMITH -EMERY COMPANY JOSEPH G. RAMM Project Geologist Enclosures: Estimated Cost Breakdown Analytical Cost Breakdowns Bid Qualifiers Terms and Conditions Reviewed and approved by JIM MADDEN Manager of GeoServices SMITH -EMERY GEOSERVICES Bid Qualifiers • The sampling areas are accessible at the time of our investigation; • All analytical testing on a normal turn -around basis unless otherwise noted; • The cost breakdown is based upon our current understanding of site conditions. Any additional services required or requested by the client will be billed on a time and materials basis; • Assumes daily flow rates will be provided by the well development contractor; • Assumes one Initial Groundwater Sampling Event (consisting of three separate sampling events) and one sampling event during the well development activities is all that is required by the RWQCB; • Assumes RWQCB allows the use of the SJBA Well No.2 for the Initial Groundwater Sampling Event for sampling purposes; • RWQCB may require additional sampling, analyses, and/or sampling events as part of the NPDES permit. SEG will charge any additional sampling work on a Time and Materials (T&M) basis; • Based on the Initial Sampling Event conducted by SEG, additional treatment methodologies may be recommended by SEG (i.e. additional treatment tanks, settling basins, addition of hydrant water, etc) to bring the discharge waters into compliance with the NPDES permit prior to discharge to the Trabuco Creek. SMITH -EMERY GEOSERVICES ESTIMATED COST BREAKDOWN SEG Field Costs Project Manager 6 Hours Staff Geologist (3 Site Visits) 12 Hours Historical Setting/Assessmen 2 Hours Government Listings Lump Sum Analysis & Report Prep Lump Sum Initial Laboratory Testing Effluent Sampling (1st Round) One Monitoring Event Staff Geologist 6 Hours Effluent Sampling (2nd Round) Upstream Sampling (Turbidity) Letter Report Lump Sum ESTIMATED PROJECT TOTAL @ $80.00 / Hours $480.00 @ $70.00 / Hours $840.00 @ $70.00 / Hours $140.00 $150.00 $1,400.00 Subtotal $3,010.00 See Attached Breakdown $3,103.00 Subtotal $3,103.00 @ $70.00 / Hours $420.00 See Attached Breakdown $2,582.00 $21.00 $750.00 Subtotal $3,773.00 $9,886.00 4 EXHIBIT "B" SMITH -EMERY GEOSERVICES Cost Breakdown - 1st Round Permitting Effluent Analytical General Constituents Settleable Solids Percent Sodium Total Nitrogen Total Phosphorus Methylene Blue Active Substances Hydrogen Sulfide Total Residual Chlorine (TRC) Acute Toxicity Chronic Toxicity Dissolved Oxygen Fecal Coliform ($60.00 per day additional if weekend work required) Total Petroleum Hydrocarbons (HC -Range): EPA Method 8015 Volatile Compounds: EPA Method 8260/624 Add-on compounds (EPA Method 624): Acrolein and Acrylonitrile Extractable Compounds: EPA Method 8270/625 Pesticides: EPA Method 8081/608 Metal/Metalloid Constituents: EPA Method 6010/200.7 Chromium (III) Chromium (VI) - Same Day Rush due to 24 -hr. hold time ANALYTICAL SUBTOTAL (1st Round) 5 $ 28.00 $ 35.00 $ 53.00 $ 50.00 $ 48.00 $ 53.00 $ 52.00 $ 240.00 $ 1,800.00 $ 47.00 $ 60.00 $ 122.00 $ 114.00 $ 24.00 $ 150.00 $ 78.00 $ 33.00 $ 116.00 $ 3,103.00 SMITH -EMERY GEOSERVICES Cost Breakdown - 2nd Round Monitoring Effluent Analytical General Constituents Settleable Solids $ 28.00 Total Suspended Solids $ 28.00 Percent Sodium $ 35.00 Total Nitrogen $ 53.00 Total Phosphorus $ 50.00 Methylene Blue Active Substances $ 48.00 Turbidity $ 21.00 Fluoride $ 34.00 Hydrogen Sulfide $ 53.00 Total Residual Chlorine (TRC) $ 52.00 Acute Toxicity $ 240.00 Dissolved Oxygen $ 47.00 Fecal and Total Coliform ($60.00/day additional if weekend work required) $ 60.00 Total Petroleum Hydrocarbons (HC -Range): EPA Method 8015 $ 122.00 Volatile Compounds: EPA Method 8260/624 $ 114.00 Add-on compounds (EPA Method 624): Acrolein and Acrylonitrile $ 24.00 Extractable Compounds: EPA Method 8270/625 $ 150.00 Pesticides: EPA Method 8081/608 $ 78.00 Dioxin: EPA Method 8280 $ 900.00 Asbestos: $ 36.00 Metal/Metalloid Constituents: EPA Method 6010/200.7 17 Total Metals $ 138.00 Iron $ 33.00 Manganese $ 33.00 Cyanide $ 56.00 Chromium (III) $ 33.00 Chromium (VI) - Same Day Rush due to 24 -hr. hold time $ 116.00 ANALYTICAL SUBTOTAL (2nd Round) $ 2,582.00 I