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15-1106_TETRA TECH_Professional Services Agreement PROFESSIONAL SERVICES AGREEMENT y, THIS AGREEMENT is made, entered into, and shall become effective this LINay of�, 2015, by and between the City of San ,Juan Capistrano (hereinafter referred to as the "City") and Tetra Tech (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding Sanitary Sewer System Hydraulic Model Updates 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 Consultant shall consist of those tasks as set forth in Exhibit 1, 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 (6) months after the effective date. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $5,760.00 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. 1 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 the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency'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 the 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 the 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 the 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. Standard of Care. Consultant's services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently 2 practicing under similar conditions. 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, 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 reasonable attorneys' fees, for injury or death of any person, or damages of any nature, including interference with use of property, arising out of, pertain to or relate to 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 3 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 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 Workers' Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Workers' 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 insured as respects each of the following: Liability arising out of 4 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 policylpolicies 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 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: Thom Coughran, P.E. Interim Public Works & Utilities Director 5 To Consultant: Tetra Tech 17885 Von Karmen Avenue, Suite 500 Irvine, CA 92614 Attn: Steve Ellis, P.E. Section 17. Prevailing Wages. Effective March 1, 2015, if the services are being performed as part of an applicable "public works"or"maintenance" project, in addition to the foregoing,then pursuant to Labor Code sections 1725.5 and 1771.1, the Consultant and all subconsultants must be registered with the Department of Industrial Relations ("DIR"). Consultant shall maintain registration for the duration of the project and require the same of any subconsultants. This project may also be subject to compliance monitoring and enforcement by the DIR. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements, including the submission of payroll records directly to the DIR. 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. Section 20. Counterparts. This agreement may be executed by the Parties in counterparts,which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument. Counterpart signatures maybe transmitted by facsimile, email, or other electronic means and has the same force and effect as if they were original signatures. [SIGNATURE PAGE FOLLOWS] 6 IIS WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SA TRANO Keittr rill,Tnterim City ager y �C TETRA TECH By: ATT [`. a Mari r is, ItyVerk APPROVED AS TO FORM: Je Sai ung r, City A orney 7 TETRATECH October 8, 2015 Mr. Eric Bauman, P.E. City of San Juan Capistrano Utilities 32450 Paseo Adelanto San Juan Capistrano,CA 92675 Reference: Proposal for Updating the City's Sewer Collection System Hydraulic Model Dear Eric: Tetra Tech, Inc. is pleased to submit this proposal to update the City's sewer system hydraulic inodel that was originally completed for the 2004 Sewer Master Plan. Over the years, we have prepared various hydraulic analyses including the Whispering Hills Development, GWR plant backwash flows, HPC-6 siphon modifications and location, Santa Margarita Water District (SMWD) scenarios for Planning Area 1, and other hotel developers. However, the current version of the hydraulic model does not reflect current piping conditions or assumptions. The sewer hydraulic model has four components including the following: 1. Existing Conditions—dry weather flows 2. Existing Conditions—wet weather flows 3. Master Plan Conditions—dry weather flows 4. Master Plan Conditions—wet weather flows. Based on our previous discussion, the City has provided the following documents to Tetra Tech: 1. A map of the master planned hydraulic capacity projects that shows which projects have and have not been completed thus far. 2. Sewers that were relined up to 2011. 3. Sewers that are planned to be relined in 2015 4. Recent backwash water discharge flow data from the City's GWR plant to the sewer system. Tetra Tech will review the data provided and make the appropriate updates to the sewer hydraulic model that will reflect current and master plan conditions. Since SMWD selected other options for sewer flows, we will delete the Planning Area 1 flows from the hydraulic model along San Juan Creek Road and Ortega Highway. The hydraulic model was originally calibrated with 200314 flow data frorn field flow monitoring data. Due to water conservation and use of low flow fixtures, the City indicated that the flows have likely not significantly changed since then despite some increase in development over the Tetra Tech, Inc. 37885 Von Karman Avcmuc,S€aito 500, Irvine,GA 9.7614-6213 Tel 949M9.5000 Fax 949 809.5010 www-tetratech.corn xhibit A TETRATECH past decade. The City has not yet installed a. downstream flowmeter on the sewer collection systern prior to discharge to SOCWA's JB Latham WWTP and there is only a rough calculation of flows at this time. Therefore, Tetra Tech will not revise any of the flow data in the hydraulic model either for existing or master planned conditions. The model update will be run with the latest version 10.5 for the lnnovize H2O Map Sewer program. While we do not plan to provide any updated maps under this study, Tetra Tech will review any changes in capacity in the major trunk lines including review of d/D ratios and pipe diameters. A summary table can be provided in a letter on the major flow points and identify any potential areas of concern that were not previously identified in the master plan. Tetra Tech can complete this evaluation within two weeks following the notice to proceed. The labor and fee estimate for this work is based on a time and materials basis with a not to exceed fee of$5,760. Once this modeling effort has been completed, Tetra Tech can coordinate with the developer of the Mission Inn property to perform a separate analysis and letter report on the impact of the sewer flows to the collection system. If you have any questions, please call. Sincerely, Steve Ellis, P.E. Senior Project Manager SE/cg M:11MarketinglProposalslWTRS1FY20161W W1SJC-Sewer Hydraulic Modeling;Updatelltndoc Tetra Tech, Inc. 1(888 Von Kerman Avenue,Suit;500, Irvine,CA 92694-6213 Te1949.809.5000 Fax 949,809.5010 www.te#ratech.corn TETRATECH EXHIBIT A 2015 HOURLY CHARGE RATE AND EXPENSE REIMBURSEMENT SCHEDULE Project Management Construction Project Manager 1 $195.00 Construction Project Rep 1 $78.00 Project Manager 2 $210.00 Construction Project Rep 2 $85.00 Sr Project Manager $240.00 Sr Constr Project Rep 1 $100.00 Program Manager $300.00 Sr Constr Project Rep 2 $115.00 Principal in Charge $310.00 Construction Manager 1 $165.00 Construction Manager 2 $185.00 Engineers Construction Director $233.00 Engineering Technician $37.00 Engineer 1 $100.00 General&Administrative Engineer 2 $120.00 Project Assistant 1 $67.00 Engineer 3 $130.00 Project Assistant 2 $75.00 Project Engineer 1 $140.00 Project Administrator $95.00 Project Engineer 2 $165.00 Sr Project Administrator $1.10.00 Sr Engineer 1 $170.00 Graphic Artist $130.00 Sr Engineer 2 $175.00 "Technical Writer 1 $97.00 Sr Engineer 3 $210.00 "Technical Writer 2 $124.00 Principal Engineer $300.00 Sr Technical Writer $155.00 Planners Information Technology Planner 1 $104,00 Systems Analyst/Programmer 1 $77.00 Planner 2 $115.00 Systems Analyst/Programmer 2 $115.00 Sr Planner 1 $125.00 Sr Sys Analyst 1 Programmer 1 $130.00 Sr Planner 2 $151.00 Sr Systems Analyst/Programmer 2 $196.00 Sr Planner 3 $175.00 Project Accounting Designers&Technicians Project Analyst 1 $90.00 CAD Technician 1 $65.00 Project Analyst 2 $114.00 CAD Technician 2 $75.00 Sr Project Analyst $155.00 CAD Technician 3 $90.00 CAD Designer $100.00 Reimbursable In-House Costs: Sr CAD Designer 1 $120.00 Photo Copies(B&W 8.5"x1 I") $ 0.15/Each Sr CAD Designer 2 $145.00 Photo Copies(B&W I l"x 17") $ 0.40/Each CAD Director $150.00 Color Copies(up to 8.5"x11") $ 2.00/Each Survey Tech 1 $50.00 Color Copies(to 11"x17') $ 3.00/Each Compact Discs $10/each Health&Safety large format copies $0.40 S.F, H&S Administrator $95.00 Computer Usage: not to exceed$3,55/hour Sr H&S Administrator $115.00 Mileage-Company Vehicle $0.80/mile H&S Manager $145.00 Mileage-POV $0.55/mile* *current GSA POV mileage rate subject to change All other direct costs,such as Production,special photography,postage,delivery services,overnight mail, printing and any other services performed by subcontractor will be b€llcd at cost plus 15%. NOTE: Rates subject to change annually.