HomeMy WebLinkAboutContracts & Agreements_197A-2024AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Drinking Water Source Assessment and Protection
(DWSAP) Engineering Reports ("Agreement") is made and entered in this 6th day of November,
2024 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City")
and Richard C. Slade & Associates, LLC, a California limited liability company. ("Consultant").
City and Consultant are sometimes individually referred to herein as a "Party" and, together, as
the "Parties." In consideration of the mutual promises contained herein, City and Consultant agree
as follows:
ARTICLE 1 — ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide Drinking Water Source Assessment and
Protection (DWSAP) Engineering Reports services for City (the "Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit "A,"
titled "Scope of Services," which is attached hereto and incorporated herein by this
reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in the
performance of this Agreement including, but not limited to, any applicable State
prevailing wage laws,
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City designates John Harris, Municipal Utilities & Engineering Department Director, as
City's representative with respect to performance of the Services, and such person shall
have the authority to transmit instructions, receive information, interpret and define City's
policies and decisions with respect to performance of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner.
4.2 The term of this Agreement shall be for a period of one (1) year commencing as of the
Effective Date, unless terminated earlier as provided herein.
4.3 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to City, consistent with City
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Council -adopted policy for the same. It shall be the obligation of Consultant to obtain a
copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5.1 Compensation: Total compensation for Consultant's performance of the Services shall not
exceed the amount of Thirty -Two Thousand One Hundred Ninety -One Dollars ($32,191).
City shall pay Consultant on a time and materials basis up to the not to exceed amount in
accordance with Exhibit "B", titled ("Fee Schedule") which is attached hereto and
incorporated herein by reference.
5.2 Consultant shall submit monthly invoices to City describing the Services performed during
the preceding month. Consultant's invoices shall include a brief description of the Services
performed, the dates the Services were performed, the number of hours spent and by whom,
and a description of reimbursable expenses related to the Services. City shall pay
Consultant no later than thirty (30) days after receipt and approval by City of Consultant's
invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return
receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile or electronic mail transmission (including PDF), if
confirmed with a copy sent contemporaneously by first class, certified, registered or
express mail; in each case properly posted and fully prepaid to the appropriate address set
forth below, or such other address as a Party may provide notice in accordance with this
section
CITY:
CONSULTANT:
City Clerk
Richard C. Slade, President
City of Redlands
Richard C. Slade & Associates LLC
35 Cajon Street
14051 Burbank Blvd, Suite 300
P.O. Box 3005 (mailing)
Van Nuys, Ca. 91401
Redlands, CA 92373
Anthony.Hicke@reslade.com
jdonaldson@cityofredlands.org
Phone: (818) 506-0418
Phone: (909) 798-7531
Fax: (818) 506-1343
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by
Consultant for the duration of its performance of the Services. Consultant shall not perform
any Services unless and until the required insurance listed below is obtained by Consultant.
Consultant shall provide City with certificates of insurance and endorsements evidencing
such insurance prior to commencement of the Services. Insurance policies shall include a
provision prohibiting cancellation or modification of the policy except upon thirty (30)
days prior written notice to City.
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A. Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self -insured or exempt from the workers' compensation laws of
the State of California. Consultant shall execute and provide City with Exhibit "C",
titled "Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference, prior to performance of the Services.
B. Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million
Dollars ($2,000,000) aggregate, for public liability, property damage and personal
injury is required. City shall be named as an additional insured and such insurance shall
be primary and non-contributing to any insurance or self-insurance maintained by City.
C. Consultant shall secure and maintain professional liability insurance throughout the
term of this Agreement in the amount of One Million Dollars ($1,000,000) per claim
made.
D. Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and property
damage liability. This coverage shall include all Consultant owned vehicles used in
connection with Consultant's provision of the Services, hired and non -owned vehicles,
and employee non -ownership vehicles. City shall be named as an additional insured
and such insurance shall be primary and non-contributing to any insurance or self-
insurance maintained by City.
E. Consultant is expressly prohibited from assigning or subcontracting any of the Services
without the prior written consent of City. In the event of mutual agreement by the
Parties to assign or subcontract a portion of the Services, Consultant shall add such
assignee or subcontractor as an additional insured to the insurance policies required
hereby and provide City with the insurance endorsements prior to any Services being
performed by the assignee or subcontractor.
6.2 Consultant shall defend, indemnify and hold harmless City and its elected and appointed
officials, employees and agents from and against any and all claims, losses or liability,
including attorneys' fees, arising from injury or death to persons or damage to property
occasioned by any negligent act or omission by, or the willful misconduct of, Consultant,
or its officers, employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
interest in real property or investment that would be affected in any manner or degree by
the performance of Consultant's Services. Consultant further covenants and represents that
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in the performance of its duties hereunder, no person having any such interest shall perform
any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perform the same or substantially the
same duties for City that would otherwise be performed by an individual holding a
position specified in City's Conflict of Interest Code under Government Code
section 87302.
7.3 In the event City determines that Consultant must disclose its financial interests, Consultant
shall complete and Pile a Fair Political Practices Commission Form 700, Statement of
Economic Interests, with the City Clerk's office pursuant to the written instructions
provided by the City Clerk.
ARTICLE 8 — GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions
of this Agreement the prevailing Party shall, in addition to any costs and other relief, be
entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-
house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement. Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, result in City's immediate termination of this Agreement.
8.3 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein
set forth. Consultant shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account only,
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and in no event shall Consultant or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Consultant
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind
City to any obligation.
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than five (5) days prior written notice to Consultant of City's intent to terminate. If this
Agreement is terminated by City, an adjustment to Consultant's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit or unperformed Services,
and (2) any payment due Consultant at the time of termination may be adjusted to the extent
of any additional costs to City occasioned by any default by Consultant. Upon receipt of a
tenmination notice, Consultant shall immediately discontinue its provision of the Services
and, within five (5) days of the date of the termination notice, deliver or otherwise make
available to City, copies (in both hard copy and electronic form, where applicable) of
project related data, design calculations, drawings, specifications, reports, estimates,
summaries and such other information and materials as may have been accumulated by
Consultant in performing the Services. Consultant shall be compensated on a pro-rata basis
for Services completed up to the date of termination.
8.5 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to Consultant
pursuant to this Agreement. Such books shall be available at reasonable times for
examination by City at the office of Consultant.
8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained herein,
and any prior negotiations, written proposals or verbal agreements relating to such matters
are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City and
Consultant.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to its conflicts of laws provisions. The Parties agree that
all actions or proceedings arising in connection with this Agreement shall be tried and
litigated only in the state courts located in San Bernardino County, California, and the
federal courts located in Riverside County, California.
8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement
is declared invalid, void or unenforceable by a court of competent jurisdiction, the same
shall be deemed severable from the remainder of this Agreement and shall not affect,
impair or invalidate the remaining sentences, clauses, paragraphs or sections contained
herein, unless to do so would deprive a Party of a material benefit of its bargain under this
Agreement,
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IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS
By: c v/
Charles M. Duggan Jr., ty anager
ATTEST:
e Donaldson, Cite Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
Task 1— Kickoff Meeting and Proiect Management
Subtask i ,1: Kick-off Meetin¢ - Consultant will attend an initial, virtual Kick-off meeting with
City staff. The basic purpose of this meeting is to discuss and review the scope and approach
of the project. During this meeting, Consultant and the City will discuss project goals and
possible Consultant data needs, if any. Consultant already has current data for the four wells
regarding static water levels, pumping water levels, operational pumping rates, and key water
quality data for known groundwater contaminants in each well. Groundwater contamination
plume areas in the Subbasin are already in Consultant files. Consultant may need the most
current 2024 water level data for the four subject wells listed below.
o Airport 2 Well
o Well 39
o N Orange Well 1
o N. Orange Well 2
o Subtask 1.2: Project Management - Project management tasks include data management and
preservation, billing preparation and support, creation of short-term schedules and upcoming
work outlooks, preparation/review of meeting agendas, and various other project management
related tasks. Monthly invoices will be provided to help the City also monitor ongoing costs.
Consultant committed to providing direct, timely, and succinct project management and
coordination. Day-to-day management of the project work and preparation of the DWSAP
reports will be undertaken by Mr. Tony LeBeau (Project Manager). with oversight by Mr.
Anthony Hicke (Principal Hydrogeologist, CHG). Project communications will be primarily
through email correspondence with Mr. LeBeau as the Consultant point of contact. These
project management team members will be performing the proposed work and will not be
substituted without the City's prior approval. Consultant's management team will keep an
updated budget and expenditures record and will notify the City when costs exceed 80% of
the budgeted amount per task. Mr. Richard Slade will serve as Senior Technical Advisor for
the project.
Deliverables
Consultant will prepare an agenda in advance of the virtual meeting for review by the
City. Following the meeting, Consultant will summarize meeting minutes, which can be reviewed
by the City and then finalized.
Task 2 — Drinking Water Source Assessment and Protection Document (DWSAP)
This work will consist of preparing a Drinking Water Source Assessment and Protection (DWSAP)
document for each of the four subject wells, in accordance with the Division of Drinking Water (DDW)
requirements for well permitting. It is assumed that only a "standard" DWSAP assessment will be
required, and not require a "Process Memo 97-005" Analysis for contaminated sites. The work necessary
to complete our DWSAP report will consist of the following tasks:
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o Subtask 2 l : Collect and Review Data. This task will entail conducting research and review of
available data with regard to contaminant sources/plumes in the area surrounding each well
site. From our current work in the Bunker Hill Subbasin, Consultant is aware of the basic
groundwater contamination plumes in the Subbasin (see Figure 2). These data and that from
other known PCAs in the Subbasin were collected by RCS from online sources, such as the
GeoTracker web site, maintained by the SWRCB, and the EnviroStor websites, maintained by
the Department of Toxic Substances Control (DTSC), for current information on contaminant
sources/plumes in the vicinity of the well site.
o Subtask 2 2• Data Analysis/Capture Zone. Consultant will conduct a basic capture zone
analysis of the future pumping of each of the 4 wells to determine the possible impact of the
pumping of each well on groundwater in the vicinity of each respective well site.
Determination of the capture zone will be performed using the calculation method and standard
assumptions for aquifer parameters derived from available data and already in Consultant's
files. Values of aquifer transmissivity and estimates of storativity are already in Consultant's
files for the four subject wells. Aquifer parameters, such as transmissivity and storativity, were
derived from aquifer testing work by Consultant at the time of well construction for each of the
four subject wells.
o Subtask 2.3• Preparation of Four Individual DWSAP Reports. After conducting review and
analysis of the available data, Consultant will assess the vulnerability of each well to currently
known potential sources of contamination to determine their vulnerability ranking based on the
DWSAP program. Consultant shall include in the DWSAP report the following items:
1. An inventory of potential contaminating activities (PCAs) in the region of each
well.
2. An analysis of the vulnerability of these drinking water sources to contamination.
This shall also entail obtaining available information on known, current cleanup
efforts of various contaminant plumes in the region and Summarizing marizing historic
sources of contamination.
3. Preparation of a capture zone map for each well (based on the calculation
performed in Subtask 2.2). This capture zone map will be prepared based on the
known operational pumping rate of each well and assuming each well were to be
pumped continuously for periods of two, five and ten years.
4. Compilation of the results of the assessment and a summary for the groundwater
source(s) in the vicinity of each well.
5. Prepare an individual DWSAP report for each of the four subject wells to meet
DDW requirements.
6. Note that Consultant assumes that only a "standard" DWSAP document will be
required for each well, and not a "Process Memo 97-005" Analysis for
contaminated sites.
Deliverables
Once completed, Consultant shall Submit an electronic copy of a Draft DWSAP Report for each of the
four subject wells to the City for review. Following receipt of possible comments, Consultant will
provide the City with the frtal DWSAP document for each well for submittal to DDW, in a Portable
Document Format (PDF) file.
Note that Consultant is not an expert in Water Quality Treatment and, thus, if DDW requires any
analyses related to applicability of any existing water treatment processes related to any constituent that
may exist in the groundwater, RCS assumes the City will prepare, or utilize the services of an outside
Engineer, to prepare portions of the DWSAP report that discuss treatment planning, technologies, etc.
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EXHIBIT "C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees.
CHEC ONE
I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code § 1861).
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such that
I become subject to the workers' compensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, or a certification of workers' compensation
insurance.
I certify underpenalty of perjury under the laws of the State of California that the information and
renresentatiomade in this certificate are true and correct.
TES, LLC
C.
Date:
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