10-0206_TETRA TECH, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective thi164
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day of February, 2010, by and between the City of San Juan Capistrano (hereinafter
referred to as the "City") and Tetra Tech, Inc. (hereinafter referred to as the "Consultant").
RECITALS_
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to prepare preliminary and final design for granular activated carbon (GAC) MTBE
removal facilities; 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. 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 August 31, 2010.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed One
Hundred Seventy Three Thousand and Eighty Six Dollars ($173,086.00) total contract
amount, including expenses, etc., as set forth in Exhibit "B" 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 Assi nment.
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
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.
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Section 9. Compliance with Law, E -Verify.
9.1. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
9.2. E -Verify.
If Consultant is not already enrolled in the U.S. Department of Homeland Security's
E -Verify program, Consultant shall enroll in the E -Verify program within fifteen days of the
effective date of this Agreement to verify the employment authorization of new employees
assigned to perform work hereunder. Consultant shall verify employment authorization
within three days of hiring a new employee to perform work under this Agreement.
Information pertaining to the E -Verify program can be found at http://www.uscis.gov, or
access the registration page at https://www.vis-dhs.com/employerregistration. Consultant
shall certify its registration with E -Verify and provide its registration number within sixteen
days of the effective date of this Agreement. Failure to provide certification will result in
withholding payment until full compliance is demonstrated.
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.
3
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
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 all 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 Insurers in good standing
with the State of California and Raving 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 ($1,400,000,00), 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
12
($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.
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.
14.6 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.
61
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
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: West Curry
To Consultant: Tetra Tech, Inc.
16241 Laguna Canyon Road, Suite 200
Irvine, CA 92616
Attention: Steve King, P.E.
Section 17. Attorne�s'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.
[:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
APPROVED AS TO FORM:
Omar Sa d6val, City Attorn y
CITY OF SAN JUAN CAPISTRANO
By:
J e Tait, ity Manager
TETRA TECH, INC.
By- z 4-0
Steve Ki g, Sr. Vice Presldentl
7
TETRA "fECFI
February 3, 2010
Mr. William Curry, Assistant Utilities Director
City of San Tuan Capistrano Utilities Department
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Reference: Proposal to Provide Engineering Services for:
Preliminary and Final Design., Plans, Specifications, Estimates
GAC MTBE Removal Facilities
Dear Mr. Curry:
Tetra Tech has prepared this proposal in response to the City's request for preliminary and final
design for granular activated carbon (GAC) MTBE removal facilities. This proposal is based on.
several meetings with the City's Utility Department representatives, a site inspection and extensive
professional engineering experience related to MTBE removal from municipal domestic water
systems.
PROJECT BACKGROUND
The City of San Juan Capistrano is currently in the final design phase to increase the existing water
treatment plant capacity from 4.00- to 6.25 -MGD (product). This treatment plant serves as the heart of
the City's groundwater production facilities.
In addition, recent research completed by the City indicates that a gas service station located near the
Dance Hall Well has contaminated the groundwater with MTBE. The Dance Hall Well, which pumps
to the City's domestic water treatment plant, has beenshut down for approximately 12 months
because of the MTBE contamination. The City recently detected MTBE at two or more additional
wells causing the City to shut down additional groundwater wells and rely heavily on imported water.
The subject of this proposal is for design of the MTBE removal facilities that will compliment the
proposed treatment plant expansion..
PROJECT UNDERSTANDING
It is our understanding that the City wishes to add supplemental MTBE removal Facilities to the
treatment plant expansion project that will remove MTBE from the groundwater supply prior to
conveying water to City water customers. The City's current policy on MTBE is removal to a non -
detect level. before it will be distributed via the City's domestic water system. The City's objective. is
to have the MTBE removal facilities in-place and operational by summer 2010. To accomplish this,
the City Utilities Staff has developed a two -phased project approach, as described below:
Phase A .... Engineering Design: Provide preliminary and final design engineering, including
preparation of plans, specifications and cost estimates (PS&E) for the MTBE removal facilities. It is
16241 Laguna Canyon Road, Shite* 290, lrvin(a, CA 92618
� :( 949.727.7999 = . x 949.727.7697 wvvw.tetratech.com
(i TETRATECH
Mr. William Curry
February 3, 2010
Page 2
the City's goal to have this solution in-place and operational by summer 2010. Included in this project
phase, Tetra Tech will also prepare a firm, fixed-price bid to construct the facilities described in Phase
B below. The attached schedule illustrates the anticipated progress of these improvements. For
clarity, it is noted that this proposal is for Phase A engineering services only, and does not include
construction.
Phase B - Construction: Construction of the MTBE removal facilities and expansion of the existing
treatment plant. This phase of the project would utilize the "Phase A" work described above,
integrating the MTBE facilities into the ultimate, expanded treatment plant. This phase of the project
will also require CEQA .and DPl-1 94-005 permitting. For clarity, it is noted that Phase B
(construction) of the project is not included in this proposal.
PHASE A - PROJECT APPROACH AND SCOPE OF WORK
With projects of this "ultra fast-track" nature, Tetra Tech can concurrently serve as the design
engineer, construction manager and general contractor. In this way, the work items can progress
simultaneously (in parallel) to minimize the project schedule. As such, Tetra Tech would provide a
total. solution including engineering, coordination with equipment suppliers, equipment ordering,
installation, construction, testing and start-up. The scope of work associated with this proposal is
summarized below in the following tasks:
Task 1. Review Existing Data and Reports by Others --- Petra 'Tech will review existing project
information, which is expected in consist of the following:
A. Water Quality Data and Reports,
B. Preliminary Plans for Treatment Plant Expansion,
C. Geotechnical Reports,
D. Land Survey and Mapping Records, and
E. Preliminary engineering work completed by City Engineering Staff.
Task 2. Final Design and Construction Documents (PS&E) for MTBE Removal Facilities —
Tetra Tech will provide engineering design services, which will be adequate for preparation of a firm
fixed-price to construct the Phase A improvements (GAC MTBE Removal Facilities). The design will
take into consideration the previously designed treatment plant expansion. More specifically, this
"Final MTBE Design" task will take into consideration, the overall treatment plant improvements, to
develop an MTBE solution that is consistent with the overall plant expansion. "Phis task will include
the following items of work:
A. Process engineering and development of facility schematics;
B. Hydraulic analysis and calculations;
C. Civil and rmecanical design, layouts and sections;
D. Electrical design and layouts, including single -line diagrams;
E. Structural design, including layouts and sections, and
F. Construction scheduling and work phasing.
TETRATECH
f S
Mr. William Curry
February 3, 2010
Page 3
Task 3. Construction Cost. Estimating and Vendor Quotations — Based on the "final MTBE
Design". described above, Tetra Tech will coordinate with subcontractors and equipment suppliers to
prepare a guaranteed -fixed-price to construct the plant improvements. Tetra Tech will make an effort
to find available equipment that has already been manufactured and is ready to ship with little or no
lead time. This "available equipment" will be integrated into the design, which will significantly
reduce equipment delivery lead-times. To accomplish this task, purchase specifications will be
prepared and fixed-price quotations solicited. The schedule does not allow time for custom fabrication
of equipment, as would normally be the procedure for a. project of this nature. Tetra Tech will
coordinate with vendors to find equipment that has already been manufactured and is currently ready
for shipment. The design will be based around the utilization of readily available equipment, to the
extent feasible.
Task 4. Basis of Design and Scope of Work — The findings described above will be sunun.arized in
a Basis of Design and Scope of Work document. This document will eventually serve as the
contracting document that describes the obligations, work, guarantees and cost limitations required of
Tetra 'Tech to bring the new facilities on-line within designated schedule and cost constraints.
ASSUMPTIONS AND CLARIFICATIONS
The proposed schedule to have the new facilities on-line by summer 2010 is extremely aggressive. In
order to accomplish this, Tetra Tech will be required to coordinate and complete several activities
concurrently that would normally be done sequentially.
1. Geotechnical Engineering and Materials Testing — The schedule does not allow for a project -
specific geotechnical study. The City will provide a copy of the treatment plant geotechnical
report to Tetra Tech for use on Phase A of the project. The geotechnical field observation and
materials testing required during construction will be included in the Tetra Tech fixed price for
Phase B Construction.
2. Design Surveying and Construction Staking — The proposed schedule and budget does not
provide for project -specific land surveying, topographic mapping or construction staking. The
City will provide Tetra Tech with a copy of the mapping done for the original treatment plant for
design of the new facilities. Additional required survey and construction staking that will be
required during construction will be included in the Tetra Tech fixed price for Phase B —
Constr°uction.
3. CEQA -- CEQA wi11 be required in order to accomplish the DPI 1 97-005 permit. The required
environmental studies and CEQA documentation will be included in the Tetra Tech fixed price
for Phase B — Construction.
4. DPH 97005 Permit — Installation of MTBE removal facilities typically requires an Illicit
Discharge 97-005 permit from the California Department of Public Health (DPH). Based on Tetra
Tech's experience in processing this pennit application (with higher levels of MTBE), this permit
sometimes requires 18- to 24 -months to obtain. Based on the City's initial discussions with DPH,
TE'aRA'TECH
Mr. William Curry
February 3, 2010
Page 4
it appears likely that the City will be able to obtain a waiver for this permit or an "Abbreviated
DPH 97-005" permit. The budget required to process this permit will be included in the Tetra
Tech fixed price for Phase B — Construction.
Equipment Orders — In order to maintain control of the project schedule, it is Tetra Tech's
preference to order the equipment from suppliers, and then seek reimbursement from the City. If
the City chooses to order the equipment, then the City must be prepared to begin ordering
equipment by February 15, 2010, under Tetra Tech's direction. Furthermore, Tetra Tech cannot
be held responsible for delivery lead-times (anal overall project schedule) for equipment ordered
directly by the City.
EXCLUSIONS
This proposal is based on the following specific exclusions:
• Permits and approvals;
• Land surveying, topographic mapping and construction staking;
• Facility construction;
• Public relations, community notifications;
• Environmental documentation, EIR, CEQA;
• Geotechnical/subsurface testing, materials testing during construction.
ESTIMATED BUDGET
As shown on that attached table, the estimated budget to complete the work described in this proposal
is $173,086. It is understood that this budget cannot be exceeded without prior written authorization
by the City. This proposal includes services for professional services including engineering, project
administration and construction management. Construction costs are not included in this budget and
will be included in the Tetra Tech fixed price for Phase B — Construction. Preliminary estimates
indicate that the construction cost would be on the order of $1.5 -million. The City will be invoiced
monthly, on a time and materials basis, Additional services can be provided on a time -and -materials
basis at the City's request per the Tetra Tech's standard rate schedule.
PROPOSED SCHEDULE MILESTONES
'Petra Tech and the City are proposing a schedule to have the new MTBE removal facilities on-line by
summer 2010. To accomplish this, we anticipate the following schedule milestones:
Phase A (Engineering and Design of MTBE Removal Facilites)
"Petra Tech. Phase A Notice -to -Proceed .................................................... February 3, 2010
Solicit Quotations for Major Equipment ................................................... February 12, 2010
Place Equipment Orders............................................................................. February 15, 2010
Begin Receiving Equipment Deliveries' .................................................. March 15, 2010
(Note I : Assumes availability of suitable "Off -the -Shell" Equipment)
Complete Preliminary Design of MTBE Removal Facilites .................... March 15, 2010
'!"E"Y'RA TECH
Mr. William Curry
February 3, 2010
Page 5
Submit Firm Fixed Price for construction of Phase A Facilities .............. April 9, 2010
Complete Final Design Plans, Specifications.. .......................................... April 30, 20 1. 0
Additional required work, not included in this proposal, consists of the following:
Phase B - Construction (NOT included in this proposal)
Construction Notice -to -Proceed and Mobilization...... ..... - ......................
April. 30, 2010
Begin Site Work..........................................................................................
May 7, 2010
Begin Foundation Construction.................................................................
May 21, 2010
Begin Mechanical and Electrical Construction .........................................
June 4, 2010
MTBE Removal Facilities Testing and Stmt -up .......................................
July 30 2010.
Complete Final Design for Plant Expansion .............................................
June 2010
Begin Construction of Plant Expansion... ............... ...... .......................
August, 2010
We look forward to this opportunity to serve the City of San Juan Capistrano. Should you have any
questions or require additional in.forination, please call Neil Barnsdale or myself at (949) 727-7099.
Very truly yours,
Steve King, P.E.
Senior Vice President
SK/NB/cg
M:1Marketi.zaglN'a-oposals\w,l,f6,,201€)102I12410-01-03 GAC Final Design Proposal.doex
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Today's Date: February 12, 2010
CONTRACT TRANSMITTAL
CII' No. (if any):
Project Manager's Last Name: Curry
Council or CRA Meeting Date (if applicable):
APPROVING AUTHORITY: (Check One)
LJ Mayor
J CRA Chair
0 City Manager
Transmittal Routing
(Check All That Apply)
® City Attorney
® City Manager
® City Clerk
Phone Extension: -4307
Provide (1) executed original contract for each signing party, including the City. If the agreement is to be
recorded — only (1) original will be recorded with certified copies going to other parties.
Please provide the mailing address of any party to receive an agreement — unless the mailing address is
included within the body of the agreement:
Names Street ;Cit St Zip
EE
E i
€EE
OTHER INSTRUCTIONS:
Form Date: 01-2004 d - 7
32400 PABEO ADELANTO179
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(5.49) 453-1053 FAX e t {I�[aeroRsrE
ESE98LIS�EE6 }. �7�
wtivw'sanjuarrcapist3-nnaarg 1776
TRANSMITTAL
HIM
Tetra Tech, Inc
Attn: Steve Agar
16241 Laguna Canyon Road, Suite 200
Irvine, CA 92616
DATE: February 16, 2010
MEMBERS OF THE CITY COUNCIL
Ila SAM ALLE VATO
019 LAURA FREESE
AN THOMAS W. HRIBAR
MARK NIELSEN
DR. LONDRES USO
FROM: Christy Jakl, Administrative Specialist, City Clerk's Office (949) 443-6310
RE: Personal Services Agreements — Granular Activated Carbon (GAC) MTBE Removal
Facilities
Thank you for maintaining 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) 443-6310.
If you have questions concerning the agreement, please contact West Curry, Assistant Utilities
Director at (949) 487-4307.
Cc: West Curry, Assistant Utilities Director
San Juan Capistrano,. Preserving the Fast is Enhance the Future
qW Printed en 100 recycied paper