09-0203_GEOSCIENCE SUPPORT SERVICES INCORP_Personal Services Agreement0 0
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this 364ay
of 09, by and between the City of San Juan Capistrano (hereinafter referred to
as the " ") and GEOSCIENCE Support Services Incorporated (hereinafter referred to as
the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to provide geohydrologic services, with the purpose of the work being to evaluate
the potential groundwater impacts to the City's wells due to MTBE plumes; 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 the City shall consist of those tasks as set
forth in Exhibit' A," attached and incorporated herein by reference. To the extent that there
are any conflicts between the provisions described in Exhibit "A" and those provisions
contained within this Agreement, the provisions in this Agreement shall control.
Section 2. Term.
This Agreement shall commence on the effective date and shall terminate, and all
services required hereunder shall be completed, no later than six months from the effective
date.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed a total
contract amount of $15,000, as set forth in Exhibit 'A" attached and incorporated herein by
reference.
3.2 Method of Payment.
Subject to Section 3.1, Consultant shall submit monthly invoices based on
total services which have been satisfactorily completed for such monthly period. The City
will pay monthly progress payments based on approved invoices in accordance with this
Section.
3.3 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.
Section 6. Changes to Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra 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. Familiarity with Work and/or Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated the
work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of
all conditions there; and (3) it understands the facilities, difficulties and restrictions of the
work to be performed under this Agreement. Should Consultant discover any latent or
2
0 0
unknown conditions materially differing from those inherent in the work or as represented
by City, it shall immediately inform the 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 work, Consultant shall have delivered to City at least one
(1) copy of any final reports and/or notes or drawings containing Consultant's findings,
conclusions, and recommendations with any supporting documentation. All reports
submitted to the City shall be in reproducible format, or in the format otherwise approved
by the City in writing.
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.
To the fullest extent permitted by law, Consultant agrees to protect, defend, and
hold harmless the City and its elective and appointive boards, officers, agents, 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 damages of any nature,
including interference with use of property, arising out of, or in any way connected with the
negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's
3
0 0
agents, officers, employees, subcontractors, or independent contractors hired by
Consultant in the performance of the Agreement. The only exception to Consultant's
responsibility to protect, defend, and hold harmless the City, is due to the negligence,
recklessness and/or wrongful conduct of the City, or any of its elective or appointive
boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon the
amount of indemnification to be provided by Consultant.
Section 14. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration
of the agreement, and provide proof thereof that is acceptable to the City, the insurance
specified below with insurers and under forms of insurance satisfactory in ail respects to
the City. Consultant shall not allow any subcontractor to commence work on any
subcontract until all insurance required of the Consultant has also been obtained for the
subcontractor. 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 an amount not less than one
million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks
associated with the work contemplated by this agreement. If a Commercial General
Liability Insurance form or other form with a general aggregate limit is used, either the
general aggregate limit shall apply separately to the work to be performed under this
agreement or the general aggregate limit shall be at least twice the required occurrence
limit.
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 an amount not less than one million dollars per occurrence
($1,000,000.00).
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.
4
0 0
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 naming City, its officers, employees, agents, and
volunteers as additional insureds as respects each of the following: Liability arising out of
activities performed by or on behalf of Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed
by Consultant. The coverage shall contain no special limitations on the scope of protection
afforded City, its officers, employees, agents, or volunteers.
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's General Counsel 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.
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 shall have the right to terminate this Agreement without cause by giving thirty
(30) days' advance written notice of termination to Consultant.
In addition, this Agreement may be terminated by any party for cause by providing
ten (10) days' notice to the other party of a material breach of contract. If the other party
5
0 0
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: John O'Donnell, Utilities Director
To Consultant: GEOSCIENCE Support Services, Inc.
PO Box 220
Claremont, CA 91711
Attn: Dennis Williams, President
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
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
[SIGNATURE PAGE FOLLOWS]
0 0
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
By: Zfrr — --4= (Yll�
Dave Adams, City Manager
GEOSCIENCE SUPPORT SERVICES, INC.
Dennis Williams, President
Hrrrcwtu Ha i u rumen
7
GEOSCIENCE
January 9, 2009
Mr. Eric Bauman
Water Engineering Manager
City of San Juan Capistrano
32450 Paseo Adelanto
San Juan Capistrano, CA 92675
Subject: Proposal to Provide Geohydrologic Services to the City of San Juan
Capistrano
Dear Eric:
As per your request, GEOSCIENCE Support Services, Inc. (GEOSCIENCE) has prepared the
following proposed scope of work to provide geohydrologic services to the City of San Juan
Capistrano (City). The purpose of this work is to evaluate the potential ground water impacts to
the City's wells due to the MTBE plumes of the Chevron Stations #9-3417 and #9-8719 under
present and future operating conditions.
Scope of Work
TASK 1 - Background Review of Reports and Data
A review of all available geohydrologic reports, maps, published and unpublished data in the
vicinity of the City's wells will be made. The reports will include, but not be limited to the
following:
1) Annual Integrated Environmental Monitoring Report — 2006 Calendar Year, March
2007, PSOMAS.
2) Preliminary Modeling Report for the Interim Remedial Action Plan Wellhead Treatment
System, November 2008, Geosyntec.
GEOSCIENCE SUPPORT SFRVICES INCORPORATED
Ground Willer Resources Development
P.O. Box 220, Claremont, CA 91711
T 909-451-6650 EXHIBIT "A"
F -909-45T-6638
• 0
Proposal to Provide Geohydrologic Consulting Services to the City of San Juan Capistrano 9 -Jan -09
3) Well Construction Reports for GWRP Wells, available from the City's files.
TASK 2 Const uction of A Ground Water Flow Model
Based on review of the geohydrologic data collected in Task 1 the conceptual model will be
developed (i.e. boundary conditions, areal extent, number of layers, recharge and discharge etc.).
A three dimensional ground water flow model will then be developed for the area in the vicinity
of the City's wells. The MODFLOW model code developed by U.S. Geological Survey will be
used. Transient model calibration will be conducted in accordance with industry standards. The
model's purpose is to accurately simulate ground water conditions in the area of the City's wells
and make predictive simulations regarding optimum pumping schemes which include water level
impacts as well as impacts from the Chevron MTBE plumes. The model will be calibrated to
historical water level elevations. In addition, sensitivity analyses will be run on selected model
parameters.
TASK 3 Run 1Vlodel Predictive Scenarios
It is envisioned that a baseline run (current conditions), and two model scenarios will be
simulated using the calibrated ground water flow model. The predictive model scenarios will
take into account various operational pumping scenarios by the City. For purpose of this study,
MODPATH will be used to assess the potential impacts from the MTBE plumes of the Chevron
Stations #9-3417 and #9-8719. MODPATH is a particle -tracking technique to compute
pathlines of particles released from the MTBE plume using the results of ground water flow
model simulations. Unlike the solute transport model, MODPATH does not take into account
dispersion, retardation or half-life decay nor does it calculate the concentration of the
contaminants in the aquifer. The results of MODPATH simply provide an indication of the
direction and rate of ground water flow. Both forward and reverse particle tracking will be used
to assess the impacts of the MTBE plume on the City's wells.
TASK 4 Preoa[ation of a Technical Memorandum
GEOSCIENCE Support Services, Inc. City of San Juan Capistrano
2
Proposal to Provide Geohydrologic Consulting Services to the City of San Juan Capistrano 9 -Jan -09
A technical memorandum will be prepared to summarize the work conducted in Tasks 1
through 3.
COST ESTIMATE
Our proposed cost estimate for the above scope of work is $15,000. For each additional
predictive model run, our cost estimate is $2,000 without a technical memorandum and $4,000
with a technical memorandum.
After the notice to proceed, it is estimated that the time required to complete the model work and
the technical memorandum will be approximately three weeks. If you have any questions or
comments, please do not hesitate to contact me at your convenience.
Sincerely,
Dennis E. Williams, Ph.D.
President
GEOSCIENCE Support Services, Inc. City of San Juan Capistrano
3
32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493.1171
(949) 493.1053 FAx
www.sanjuancapistrano.org
TRANSMITTAL
TO:
Dennis Williams
GEOSCIENCE Support Services, Inc.
P.O. Box 220
Claremont, CA 91711
DATE: February 3, 2009
FROM: Maria Morris, Deputy City Clerk (949) 443-6309
MEMBERS OF THE CT' COUNCIL
SAM ALLEVATO
LAURA FREESE
THOMAS W. HRIBAR
MARK NIELSEN
DR. LONDRES USO
RE: Personal Services Agreement — Geohydrologic Services (MtBE)
Thank you for providing documentation confirming compliance with the terms of the agreement
related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
this agreement. If you have questions related to insurance requirements, please call me at
(949) 443-6309.
If you have questions concerning the agreement, please contact Eric Bauman, Utilities
Engineer (949) 487-4412.
An original agreement is enclosed for your records.
Cc: Eric Bauman, Utilities Engineer
San Juan Capistrano: Preserving the Past to Enhance the Future
0 PdNed w 100% wya per