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02-1203_TETRA TECH, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT (/ THIS AGREEMENT is made and entered into this v_ day of O 2002, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Tetra Tech, Inc. (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide engineering consultant services for the Sanitary Sewer Master Plan; 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 the Consultant's proposal dated June 6, 2002 (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 later than January 1, 2004. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services for this Project shall not exceed two hundred sixty-one thousand eight hundred twelve dollars ($261,812), per the consultants proposal dated October 31, 2002 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 "A," attached and incorporated herein by reference. Included within the compensation are 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 any 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. 2 0 9 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 Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Familiars 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 comply with 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. 3 0 0 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 to the extent permitted by law, 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 or damages 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. Throughout the 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 personlany 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: 12 9 0 $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 14.3 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 boverage) 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. 5 9 9 14.8 Notice to Proceed. 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 ail 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 for 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.: Public Works Directolr To Consultant: Tetra Tech, Inc. 16241 Laguna Canyon Road Suite 200 Irvine, CA 92618 Attention: Bob Ohlund 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 ent�led to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. 2 • 0 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 parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTEST: R. Monahan, City Clerk APPROVED AS TO FORM: John R. WaW City Attorney Lei • • /�,W CONSULT, In 7 �a Tech, Inc. bert J. Ohlund, P. E. ce President TETRATECH,INC. Infrastructure Services Group October 31, 2002 Ms. Amy Amirani Public Works Director City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Is D CC�R9V i Reference: Sanitary Sewer System Master Pion and Sanitary Rehabilitation Program Revised Proposal and Additional Project Options Dear Ms. Amirani: Since our last meeting, Tetra Tech has explored various ways the City can obtain more value for the dollar regarding the subject project. After reviewing alternatives, we have developed a new flow monitoring plan that we feel will give the City a bettor chance to capture wet -weather flow data at the same cost. We have also developed an alternative that would allow us to reduce our fee to conduct the CCTV inspections by $25,500 relative to our original estimate. This reduces our over all fee proposal to $261,812 as shown in the attached revised fee table. Additional project options have also been developed to increase the scope and accuracy of the Master Plan while keeping within the City's budget of $300,000. The costs associated with additional hydraulic model analyzes are provided should the City choose to increase the total number analyzes above the current total of six. The same alternative presented herein to reduce the cost of the CCTV inspections by $25,500 could instead be used to inc ease CCTV inspection coverage (above 36,000 linear feet) while maintaining the same cost presented in our original proposal. The following is a summary of the suggested options for your consideration: Base Proposal as Revised herein: $261,812 Optional Additional 22,700 If of CCTV (58,700 If total): $ 25,500 Optional Additional 2 Hydraulic Simulations (8 totaD� $ 4,286 Total with Optional Scope: $291,598 Flow Monitoring Consistent with the City's Request for Proposal and answers to questions regarding the RFP, our original proposal was to conduct flow measurements at 20 locations for a duration of 14 consecutive days. This work would be done by our subconsultaltt, MGD Technologies, Inc., who will collect flow, depth, and velocity measurements at each monitoring site; perform data processing and analysis; and prepare a final report that details the methodology, analysis, and results. Our fee to do this work was $43,110 as submitted to the City in conjunction with the original proposal. 16241 Laguna Canyon Road, Suite 200, Irvine, CA 92618 Tel 949,727.7099 Fax 949.727.7097 www.tetratech.conn EXHIBIT "A" 0 TETRATECH, INC. Infrastructure Services Group Ms, Amy Amirani October 31, 2002 Page 2 We have since obtained a map of the sewer system, "Sewer Lines and Structures in the City of San Juan Capistrano", and have analyzed the best tributary point locations to conduct flow monitoring. Our review revealed that the number of flow monitoring sites can be effectively reduced to 12 locations as an option, instead of 20 locations. In; doing so we can increase the flow monitoring period from 14 consecutive days to 28 consecutive days for 12 locations. This revised flow - monitoring plan can be accomplished at the same; cost of $43,110. However this revised flow - monitoring plan will provide better flow monitoring data including a better chance of picking up some wet -weather events. As with the original proposal MGD will collect flow, depth, and velocity measurements at each monitoring site; perform data processing and analysis; and prepare a final report that details the methodology, analysis, and results. Since the revised flow -monitoring plan does not equate to a change in our original fee to do this work, our revi�ed fee (attached) has not been changed for this task. Cleaning and CCTV Inspections Consistent with the City's Request for Proposal an answers to questions regarding the RFP, our original proposal was to clean and conduct CCTV inspections for 36,000 linear feet of sewer. This represents approximately 8% of the City's 475,000 linear feet of sewer (approximate). The cleaning and CCTV inspections were to be performed by our subconsultant, MGD Technologies, or by a subconsultant to MGD, who would then coordinate jand supervise the work of their subconsultant. Upon completion, MGD Technologies will provide, the following deliverables: one copy and one original of the video inspection tapes; one paper document of the CCTV inspection log noting conditions; and a Microsoft Excel file documenting the pipelines inspected. Our fee to do this work was $68,487 as submitted to the City in conjunction with the original proposal. We have since evaluated an alternative to accomplislj the cleaning and CCTV inspections of 36,000 linear feet of sewer at a lower cost. We contacted Municipal Underground Services, Inc. (Municipal), who is the City's current sewer cleaning contractor, d determined that Municipal can perform the sewer cleaning at a lower cost than MGD. If Munic' al can clean the sewers in front of the CCTV inspections as part of Municipal's current contract with the City, then we can cut $25,500 from our original fee estimate for this task (from $68,487 to $4 ,987). To ensure that the CCTV work is done efficiently and with no delays, Municipal's work sche ule will need to be tailored to conform with the CCTV work schedule. If instead of reducing cost the City would like to increase CCTV inspection coverage, then we would be able to CCTV inspect 58,700 linear feet of sewer at the original proposal estimated cost ($68,487) by having Municipal do the sewer cleaning. This is ail increase of 22,700 linear feet compared to the original coverage of 36,000 linear feet. 0 0 TETRA TECH, INC. Infrastructure Services Group Ms. Amy Amirani October 31, 2002 Page 3 As discussed above, we have reviewed the "Sewer Lines and Structures in the City of San Juan Capistrano" map obtained from the City that was colored coded to show the sewers that the City would like to videotape (36,000 linear feet). From our review, we feel that many of the smaller side sewers the City has included for inspection might not be needed for this Master Plan evaluation. It is felt that CCTV inspections conducted only of the larger mainline sewers in these areas would provide sufficient information regarding sewer condition. Instead of also inspecting the smaller side sewers, this linear footage might better be located in other areas of the system so as to obtain more City coverage for the Master Plan analysis. The areas to go into for additional coverage could be selected after reviewing area characteristics with the City. Sewer System Model Analysis Our proposal calls for six sewer system analyses to be conducted with the City's new calibrated hydraulic model that will be developed as part of thio project. However, whereas the City identified four analyses and called for two unidentified analyse (six total) in the RFP, we have identified all six analyses we propose to run. They are: I 1. Existing system with current average flows 2. Existing system with current peak dry -weather flaw 3. Existing system with peak wet -weather flows 4. Existing system with capital improvements and p ak flows 5. Fully improved system with ultimate peak dry wether flow 6. Fully improved system with ultimate peak wet -weather flow Analyses Nos. 1, 2, 4, and 5 were identified in the City's RFP. Analyses Nos. 3 and 6 are identified as part of our proposed work. Because six analyses wore requested and six analyses are proposed, our revised proposal (attached) is unchanged. However, during the course of the project, the nee to perform additional model analyses might surface. Should the City like to include additional model analyses in the project scope, the cost to perform each additional model analysis is estimated at $2,143. Please give me a call if you have any questions. Sincerely, o e Ohlund, P.E. resident FJO/tic 1:\prop02\p077do\SanJuanproposaloptions 3.doc Attachment 0 E EYi Of 1 is Aae p 5j, mv Vil S§' Hill'! Zl' 0 Al - - - - - . . . . . . g3 E on Ai 0 14 9h� ki M"Y is I Ai, fl s i g 10 0 O U • F!