CC 2018-11-27_09e Agreement_WSC Enhanced Groundwater Recharge Evaluation
MEMORANDUM
TO: CITY COUNCIL
FROM: TERESA McCLISH, COMMUNITY DEVELOPMENT DIRECTOR
BY: PATRICK HOLUB, PERMIT TECHNICIAN
SUBJECT: CONSIDERATION OF A CONSULTANT SERVICES AGREEMENT WITH
WATER SYSTEMS CONSULTING, INC. TO PERFORM AN ENHANCED
GROUNDWATER RECHARGE EVALUATION AS PART OF THE
STORMWATER RESOURCES PLANNING GRANT
DATE: NOVEMBER 27, 2018
SUMMARY OF ACTION:
Approving an Agreement for Consultant Services with Water Systems Consulting, Inc.
(WSC) will allow the City to contribute to the development of a groundwater model and
utilize the model to evaluate groundwater recharge projects and meet the matching funds
requirement of the Stormwater Resources Planning Grant (SWRP).
IMPACT ON FINANCIAL AND PERSONNEL RESOURCES:
The cost of the work proposed by WSC and its consultant team is $99,875, of which 100%
will be reimbursed by the San Luis Obispo Flood Control and Water Conservation District
(FCD) reserves through a reimbursement agreement that was approved by the Board of
Supervisors on July 17, 2018 (Attachment 1).
Staff time incurred during the implementation of this project can be reimbursed by the
State Water Resources Control Board (SWRCB) up to $1,500 per the Grant Agreement.
Staff time exceeding this amount is considered as part of the ongoing activities related to
the Northern Cities Management Area (NCMA) groundwater basin.
RECOMMENDATION:
It is recommended the City Council approve a Consultant Services Agreement with WSC
in order to evaluate the water supply benefits of potential future groundwater recharge
projects as well as meet the matching funds requirement of the Grant Agreement with
SWRCB.
Item 9.e. - Page 1
CITY COUNCIL
CONSIDERATION OF A CONSULTANT SERVICES AGREEMENT WITH WATER
SYSTEMS CONSULTING, INC. TO PERFORM AN ENHANCED GROUNDWATER
RECHARGE EVALUATION AS PART OF THE STORMWATER RESOURCES
PLANNING GRANT
NOVEMBER 27, 2018
PAGE 2
BACKROUND:
On July 13, 2016, the City of Arroyo Grande was awarded a grant from the State Water
Resources Control Board in the amount of $189,140 for the “Stormwater Resource Plan
for Five Cities Area.” The grant requires a 100% match. The plan relies on cooperation
between the City of Arroyo Grande, Coastal San Luis Resource Conservation District
(CSLRCD), Zone 3 SLO County Flood Control District (Zone 3), Oceano Community
Services District, City of Grover Beach, City of Pismo Beach, and the San Luis Obispo
County Integrated Regional Water Management Plan (IRWMP) group. A separate grant
was subsequently awarded to the County for the remainder of the county and the City
has been working in parallel with the County on grant efforts.
Prior to the announcement of the City’s grant award, the San Luis Obispo County Zone 3
Flood Control District (FCD), set aside $250,000 of reserve funds to be used as matching
funds for the grant efforts. Additionally, the FCD set aside $250,000 of reserve funds to
be utilized to perform Groundwater Basin modeling. It was later determined, based on the
tangible connection between surface water and groundwater supplies, that these two
efforts could be combined at significant savings. The FCD has currently budgeted
$189,376 for overall required matching funds for the grant that includes work on the
groundwater model.
ANALYSIS OF ISSUES:
As combined efforts were re-scoped, a proposal was solicited from WSC, which is already
engaged in the work for the FCD for the modified work effort. This proposal is to evaluate
the potential to increase recharge and groundwater supply reliability in the Five Cities
area. The proposal is for $99,875 and is considered part of the City’s required cost-share
match for the grant. The other portion has been expended on the ground water model
through a separate agreement with Pismo Beach. On July 17, 2018, the San Luis Obispo
County Board of Supervisors (Board) approved a Reimbursement Agreement for the FCD
with the City in the amount of $99,875. Approval of this agreement with WSC will be
100% reimbursed with these funds.
Not approving this Consultant Services Agreement with WSC will force the City to find an
alternative source of the $72,117 in required matching funds as part of the executed
agreement with SWRCB. If the additional matching funds are not able to be provided, the
City will be required to repay SWRCB the $124,288.69 in expenditures that have been
invoiced to SWRCB as of November 15, 2018.
ALTERNATIVES:
The following alternatives are provided for the Council’s consideration:
1. Approve the Consultant Services Agreement with WSC in the amount of $99,875;
2. Do not approve the Consultant Services Agreement with WSC; or
3. Provide alternative direction to staff
Item 9.e. - Page 2
CITY COUNCIL
CONSIDERATION OF A CONSULTANT SERVICES AGREEMENT WITH WATER
SYSTEMS CONSULTING, INC. TO PERFORM AN ENHANCED GROUNDWATER
RECHARGE EVALUATION AS PART OF THE STORMWATER RESOURCES
PLANNING GRANT
NOVEMBER 27, 2018
PAGE 3
ADVANTAGES:
Approving this Consultant Services Agreement with WSC will allow the City to evaluate
future potential of groundwater recharge projects to increase groundwater sustainability
and meet the match requirements outlined in the City’s grant agreement with SWRCB.
DISADVANTAGES:
No disadvantages have been identified.
ENVIRONMENTAL REVIEW:
No environmental review is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted at City Hall and on the City’s website in accordance with
Government Code Section 54954.2.
Attachment:
1. Executed Reimbursement Agreement between the City and FCD
Item 9.e. - Page 3
Page 1
AGREEMENT FOR CONSULTANT SERVICES
THIS AGREEMENT, is made and effective as of November 27, 2018, between WATER
SYSTEMS CONSULTING, INC. (“Consultant”), and the CITY OF ARROYO GRANDE, a
Municipal Corporation (“City”). In consideration of the mutual covenants and conditions
set forth herein, the parties agree as follows:
1. TERM
This Agreement shall commence on November 27, 2018 and shall remain and
continue in effect until March 31, 2018, unless sooner terminated pursuant to the
provisions of this Agreement.
2. SERVICES
Consultant shall perform the tasks described and comply with all terms and
provisions set forth in Exhibit “A”, attached hereto and incorporated herein by this
reference.
3. PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of his/her ability,
experience and talent, perform all tasks described herein. Consultant shall employ, at a
minimum generally accepted standards and practices utilized by persons engaged in
providing similar services as are required of Consultant hereunder in meeting its
obligations under this Agreement.
4. AGREEMENT ADMINISTRATION
City’s Teresa McClish shall represent City in all matters pertaining to the
administration of this Agreement. Jeffrey Szytel shall represent Consultant in all matters
pertaining to the administration of this Agreement.
5. PAYMENT
The City agrees to pay the Consultant in accordance with the payment rates and
terms set forth in Exhibit “B”, attached hereto and incorporated herein by this reference.
6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
(a) The City may at any time, for any reason, with or without cause, suspend or
terminate this Agreement, or any portion hereof, by serving upon the Consultant at least
ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
If the City suspends or terminates a portion of this Agreement such suspension or
termination shall not make void or invalidate the remainder of this Agreement.
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(b) In the event this Agreement is terminated pursuant to this Section, the City
shall pay to Consultant the actual value of the work performed up to the time of
termination, provided that the work performed is of value to the City. Upon termination of
the Agreement pursuant to this Section, the Consultant will submit an invoice to the City
pursuant to Section 5.
7. TERMINATION ON OCCURRENCE OF STATED EVENTS
This Agreement shall terminate automatically on the occurrence of any of the
following events:
(a) Bankruptcy or insolvency of any party;
(b) Sale of Consultant’s business; or
(c) Assignment of this Agreement by Consultant without the consent of City.
(d) End of the Agreement term specified in Section 1.
8. DEFAULT OF CONSULTANT
(a) The Consultant’s failure to comply with the provisions of this Agreement
shall constitute a default. In the event that Consultant is in default for cause under the
terms of this Agreement, City shall have no obligation or duty to continue compensating
Consultant for any work performed after the date of default and can terminate this
Agreement immediately by written notice to the Consultant. If such failure by the
Consultant to make progress in the performance of work hereunder arises out of causes
beyond the Consultant’s control, and without fault or negligence of the Consultant, it shall
not be considered a default.
(b) If the City Manager or his/her delegate determines that the Consultant is in
default in the performance of any of the terms or conditions of this Agreement, he/she
shall cause to be served upon the Consultant a written notice of the default. The
Consultant shall have ten (10) days after service upon it of said notice in which to cure
the default by rendering a satisfactory performance. In the event that the Consultant fails
to cure its default within such period of time, the City shall have the right, notwithstanding
any other provision of this Agreement to terminate this Agreement without further notice
and without prejudice to any other remedy to which it may be entitled at law, in equity or
under this Agreement.
9. LAWS TO BE OBSERVED. Consultant shall:
(a) Procure all permits and licenses, pay all charges and fees, and give all
notices which may be necessary and incidental to the due and lawful prosecution of the
services to be performed by Consultant under this Agreement;
(b) Keep itself fully informed of all existing and proposed federal, state and local
laws, ordinances, regulations, orders, and decrees which may affect those engaged or
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employed under this Agreement, any materials used in Consultant’s performance under
this Agreement, or the conduct of the services under this Agreement;
(c) At all times observe and comply with, and cause all of its employees to
observe and comply with all of said laws, ordinances, regulations, orders, and decrees
mentioned above;
(d) Immediately report to the City’s Contract Manager in writing any
discrepancy or inconsistency it discovers in said laws, ordinances, regulations, orders,
and decrees mentioned above in relation to any plans, drawings, specifications, or
provisions of this Agreement.
(e) The City, and its officers, agents and employees, shall not be liable at law
or in equity occasioned by failure of the Consultant to comply with this Section.
10. OWNERSHIP OF DOCUMENTS
(a) Consultant shall maintain complete and accurate records with respect to sales,
costs, expenses, receipts, and other such information required by City that relate to the
performance of services under this Agreement. Consultant shall maintain adequate
records of services provided in sufficient detail to permit an evaluation of services. All
such records shall be maintained in accordance with generally accepted accounting
principles and shall be clearly identified and readily accessible. Consultant shall provide
free access to the representatives of City or its designees at reasonable times to such
books and records; shall give City the right to examine and audit said books and records;
shall permit City to make transcripts therefrom as necessary; and shall allow inspection
of all work, data, documents, proceedings, and activities related to this Agreement. Such
records, together with supporting documents, shall be maintained for a period of three (3)
years after receipt of final payment.
(b) Upon completion of, or in the event of termination or suspension of this
Agreement, all original documents, designs, drawings, maps, models, computer files,
surveys, notes, and other documents prepared in the course of providing the services to
be performed pursuant to this Agreement shall become the sole property of the City and
may be used, reused, or otherwise disposed of by the City without the permission of the
Consultant. With respect to computer files, Consultant shall make available to the City, at
the Consultant’s office and upon reasonable written request by the City, the necessary
computer software and hardware for purposes of accessing, compiling, transferring, and
printing computer files.
11. INDEMNIFICATION
(a) Indemnification for Professional Liability. When the law establishes a
professional standard of care for Consultant’s Services, to the fullest extent permitted by
law, Consultant shall indemnify, protect, defend and hold harmless City and any and all
of its officials, employees and agents (“Indemnified Parties”) from and against any and all
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losses, liabilities, damages, costs and expenses, including attorney’s fees and costs to
the extent same are caused in whole or in part by any negligent or wrongful act, error or
omission of Consultant, its officers, agents, employees or subContractors or any entity or
individual that Consultant shall bear the legal liability thereof) in the performance of
professional services under this agreement.
(b) Indemnification for Other Than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Consultant
shall indemnify, defend and hold harmless City, and any and all of its employees, officials
and agents from and against any liability (including liability for claims, suits, actions,
arbitration proceedings, administrative proceedings, regulatory proceedings, losses,
expenses or costs of any kind, whether actual, alleged or threatened, including attorney’s
fees and costs, court costs, interest, defense costs, and expert witness fees), where the
same arise out of, are a consequence of, or are in any way attributable to, in whole or in
part, the performance of this Agreement by Consultant or by any individual or entity for
which Consultant is legally liable, including but not limited to officers, agents, employees
or subContractors of Consultant.
(c) General Indemnification Provisions. Consultant agrees to obtain executed
indemnity agreements with provisions identical to those set forth here in this section from
each and every subContractor or any other person or entity involved by, for, with or on
behalf of Consultant in the performance of this agreement. In the event Consultant fails
to obtain such indemnity obligations from others as required here, Consultant agrees to
be fully responsible according to the terms of this section. Failure of City to monitor
compliance with these requirements imposes no additional obligations on City and will in
no way act as a waiver of any rights hereunder. This obligation to indemnify and defend
City as set forth here is binding on the successors, assigns or heirs of Consultant and
shall survive the termination of this agreement or this section.
12. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit “C” attached hereto and
incorporated herein as though set forth in full.
13. INDEPENDENT CONSULTANT
(a) Consultant is and shall at all times remain as to the City a wholly independent
Consultant. The personnel performing the services under this Agreement on behalf of
Consultant shall at all times be under Consultant’s exclusive direction and control. Neither
City nor any of its officers, employees, or agents shall have control over the conduct of
Consultant or any of Consultant’s officers, employees, or agents, except as set forth in
this Agreement. Consultant shall not at any time or in any manner represent that it or any
of its officers, employees, or agents are in any manner officers, employees, or agents of
the City. Consultant shall not incur or have the power to incur any debt, obligation, or
liability whatever against City, or bind City in any manner.
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(b) No employee benefits shall be available to Consultant in connection with
performance of this Agreement. Except for the fees paid to Consultant as provided in the
Agreement, City shall not pay salaries, wages, or other compensation to Consultant for
performing services hereunder for City. City shall not be liable for compensation or
indemnification to Consultant for injury or sickness arising out of performing services
hereunder.
14. UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure was or is
used against or in concert with any officer or employee of the City of Arroyo Grande in
connection with the award, terms or implementation of this Agreement, including any
method of coercion, confidential financial arrangement, or financial inducement. No officer
or employee of the City of Arroyo Grande will receive compensation, directly or indirectly,
from Consultant, or from any officer, employee or agent of Consultant, in connection with
the award of this Agreement or any work to be conducted as a result of this Agreement.
Violation of this Section shall be a material breach of this Agreement entitling the City to
any and all remedies at law or in equity.
15. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of City, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the project
during his/her tenure or for one year thereafter, shall have any interest, direct or indirect,
in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in
connection with the project performed under this Agreement.
16. RELEASE OF INFORMATION/CONFLICTS OF INTEREST
(a) All information gained by Consultant in performance of this Agreement shall be
considered confidential and shall not be released by Consultant without City’s prior written
authorization. Consultant, its officers, employees, agents, or subContractors, shall not
without written authorization from the City Manager or unless requested by the City
Attorney, voluntarily provide declarations, letters of support, testimony at depositions,
response to interrogatories, or other information concerning the work performed under
this Agreement or relating to any project or property located within the City. Response to
a subpoena or court order shall not be considered “voluntary” provided Consultant gives
City notice of such court order or subpoena.
(b) Consultant shall promptly notify City, should Consultant, its officers,
employees, agents, or subContractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for
admissions, or other discovery request, court order, or subpoena from any person or party
regarding this Agreement and the work performed thereunder or with respect to any
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project or property located within the City. City retains the right, but has no obligation, to
represent Consultant and/or be present at any deposition, hearing, or similar proceeding.
Consultant agrees to cooperate fully with City and to provide the opportunity to review
any response to discovery requests provided by Consultant. However, City’s right to
review any such response does not imply or mean the right by City to control, direct, or
rewrite said response.
17. NOTICES
Any notice which either party may desire to give to the other party under this
Agreement must be in writing and may be given either by (i) personal service, (ii) delivery
by a reputable document delivery service, such as but not limited to, Federal Express,
which provides a receipt showing date and time of delivery, or (iii) mailing in the United
States Mail, certified mail, postage prepaid, return receipt requested, addressed to the
address of the party as set forth below or at any other address as that party may later
designate by notice:
To City: City of Arroyo Grande
Teresa McClish
300 E. Branch Street
Arroyo Grande, CA 93420
To Consultant: Jeffrey Szytel
Water Systems Consulting, Inc.
PO Box 4255
San Luis Obispo, CA 93403
18. ASSIGNMENT
The Consultant shall not assign the performance of this Agreement, nor any part
thereof, without the prior written consent of the City.
19. GOVERNING LAW
The City and Consultant understand and agree that the laws of the State of
California shall govern the rights, obligations, duties, and liabilities of the parties to this
Agreement and also govern the interpretation of this Agreement. Any litigation concerning
this Agreement shall take place in the superior or federal district court with jurisdiction
over the City of Arroyo Grande.
20. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to
the obligations of the parties described in this Agreement. All prior or contemporaneous
agreements, understandings, representations, and statements, or written, are merged
into this Agreement and shall be of no further force or effect. Each party is entering into
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this Agreement based solely upon the representations set forth herein and upon each
party’s own independent investigation of any and all facts such party deems material.
21. TIME
City and Consultant agree that time is of the essence in this Agreement.
22. CONSTRUCTION
The parties agree that each has had an opportunity to have their counsel review
this Agreement and that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in the interpretation of this Agreement
or any amendments or exhibits thereto. The captions of the sections are for convenience
and reference only, and are not intended to be construed to define or limit the provisions
to which they relate.
23. AMENDMENTS
Amendments to this Agreement shall be in writing and shall be made only with the
mutual written consent of all of the parties to this Agreement.
24. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of Consultant warrants
and represents that he/she has the authority to execute this Agreement on behalf of the
Consultant and has the authority to bind Consultant to the performance of its obligations
hereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
the day and year first above written.
CITY OF ARROYO GRANDE CONSULTANT
By:__________________________ By:_____________________________
Jim Hill, Mayor Jeffrey Szytel, President and CEO
Attest:
____________________________
Kelly Wetmore, City Clerk
Approved As To Form:
_____________________________
Heather K. Whitham, City Attorney
Item 9.e. - Page 11
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EXHIBIT A
SCOPE OF WORK
Updated Enhanced Recharge Evaluation Scope
TASK 1.0 HYDROGEOLOGIC ANALYSIS
1.1 Phase 1B HydroGeologic Evaluation
Data Incorporation and Model
Updates
Processing and incorporation of additional data for the following elements, as advised by the
Technical Advisory Committee (TAC).
(1) Data collection and incorporation of mountain front recharge inflow components.
(2) Modification of the model extent to exclude the Nipomo Valley and a portion of the
Santa Maria Valley Management Area.
(3) Incorporation of detailed data regarding rural and small water systems pumping data
into the model.
(4) Multiple revisions to the vertical distribution of agricultural pumping in the Northern
Cities Management Area (NCMA).
Developed updated conceptual models, water balances and model calibrations as a result of
the model modifications and model updates.
Additional Meetings
Participation in four (4) additional conference calls and participation in two (2) additional in‐
person meetings to review project deliverables and complete the Phase 1B Groundwater
Model. It is assumed that these meetings will include representatives from the Geoscience
(Model Development Team), GSI (Technical Advisory Team) and WSC (Program Manager).
Deliverable Review
Review remaining deliverables required for the completion of the Phase 1B Groundwater
Model. Remaining deliverables include Draft Model Calibration TM and Draft Model
Report.
1.2 SWRP Modeling Scenarios
Prepare model input files. It is assumed that the baseline scenario for the Phase 1B
Groundwater Model will be used as the baseline for the stormwater infiltration scenario runs.
Implement and run stormwater infiltration scenarios. It is assumed that proposed locations
and infiltration rates will be provided from the SWRP.
Post‐process and analyze scenario results for stormwater infiltration scenarios against
baseline scenario results.
Prepare a brief summary of findings and figures illustrating the results of each of the scenarios.
It is assumed that two stormwater infiltration scenarios will be completed to support the
evaluation of projects identified in the SWRP.
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EXHIBIT B
PAYMENT SCHEDULE
Item 9.e. - Page 13
WSC Geos.cience I GSI Wate r
lask No. Task Description
1 Hyd rogeol!ogic An-a lysiis
1.1 Ph ase B Hy d rogoe l og i c Ev al u at i on $ 19,700 $ 5 1,6 23 s 7,260 $ 78,583
1.2 SWR P M ode ling Sce n ari os 4,889 1 6,400 $ 2 1,292
SU BTOTAL $ 1 ;2,00 $ 99,875
Page 11
EXHIBIT C
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Consultant will maintain
insurance in conformance with the requirements set forth below. Consultant will use
existing coverage to comply with these requirements. If that existing coverage does not
meet the requirements set forth here, Consultant agrees to amend, supplement or
endorse the existing coverage to do so. Consultant acknowledges that the insurance
coverage and policy limits set forth in this section constitute the minimum amount of
coverage required. Any insurance proceeds available to City in excess of the limits and
coverage required in this agreement and which is applicable to a given loss, will be
available to City.
Consultant shall provide the following types and amounts of insurance:
Commercial General Liability Insurance using Insurance Services Office “Commercial
General Liability” policy from CG 00 01 or the exact equivalent. Defense costs must be
paid in addition to limits. There shall be no cross liability exclusion for claims or suits by
one insured against another. Limits are subject to review but in no event less than
$1,000,000 per occurrence.
Business Auto Coverage on ISO Business Auto Coverage from CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event
to be less than $1,000,000 per accident. If Consultant owns no vehicles, this requirement
may be satisfied by a non-owned auto endorsement to the general liability policy
described above. If Consultant or Consultant’s employees will use personal autos in any
way on this project, Consultant shall provide evidence of personal auto liability coverage
for each such person.
Workers Compensation on a state-approved policy form providing statutory benefits as
required by law with employer’s liability limits no less than $1,000,000 per accident or
disease.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written
on a policy form coverage specifically designated to protect against acts, errors or
omissions of the Consultant and “Covered Professional Services” as designated in the
policy must specifically include work performed under this agreement. The policy limit
shall be no less than $1,000,000 per claim and in the aggregate. The policy must “pay on
behalf of” the insured and must include a provision establishing the insurer’s duty to
defend. The policy retroactive date shall be on or before the effective date of this
agreement.
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Insurance procured pursuant to these requirements shall be written by insurer that are
admitted carriers in the state California and with an A.M. Bests rating of A- or better and
a minimum financial size VII.
General conditions pertaining to provision of insurance coverage by Consultant.
Consultant and City agree to the following with respect to insurance provided by
Consultant:
1. Consultant agrees to have its insurer endorse the third party general liability
coverage required herein to include as additional insureds City, its officials, employees
and agents, using standard ISO endorsement No. CG 2010 with an edition prior to 1992.
Consultant also agrees to require all Consultants, and subContractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Consultant, or Consultant’s employees, or agents, from waiving the right of
subrogation prior to a loss. Consultant agrees to waive subrogation rights against City
regardless of the applicability of any insurance proceeds, and to require all Consultants
and subContractors to do likewise.
3. All insurance coverage and limits provided by Consultant and available or
applicable to this agreement are intended to apply to the full extent of the policies. Nothing
contained in this Agreement or any other agreement relating to the City or its operations
limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been first
submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve
to eliminate so-called “third party action over” claims, including any exclusion for bodily
injury to an employee of the insured or of any Consultant or subcontractor.
6. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. Consultant shall not make
any reductions in scope of coverage (e.g. elimination of contractual liability or reduction
of discovery period) that may affect City’s protection without City’s prior written consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all of the coverages required and an additional
insured endorsement to Consultant’s general liability policy, shall be delivered to City at
or prior to the execution of this Agreement. In the event such proof of any insurance is
not delivered as required, or in the event such insurance is canceled at any time and no
replacement coverage is provided, City has the right, but not the duty, to obtain any
insurance it deems necessary to protect its interests under this or any other agreement
and to pay the premium. Any premium so paid by City shall be charged to and promptly
paid by Consultant or deducted from sums due Consultant, at City option.
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8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City
of any cancellation of coverage. Consultant agrees to require its insurer to modify such
certificates to delete any exculpatory wording stating that failure of the insurer to mail
written notice of cancellation imposes no obligation, or that any party will “endeavor” (as
opposed to being required) to comply with the requirements of the certificate.
9. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Consultant or any subContractor, is intended to apply
first and on a primary, noncontributing basis in relation to any other insurance or self
insurance available to City.
10. Consultant agrees to ensure that subContractors, and any other party
involved with the project who is brought onto or involved in the project by Consultant,
provide the same minimum insurance coverage required of Consultant. Consultant
agrees to monitor and review all such coverage and assumes all responsibility for
ensuring that such coverage is provided in conformity with the requirements of this
section. Consultant agrees that upon request, all agreements with subContractors and
others engaged in the project will be submitted to City for review.
11. Consultant agrees not to self-insure or to use any self-insured retentions or
deductibles on any portion of the insurance required herein and further agrees that it will
not allow any Consultant, subContractor, Architect, Engineer or other entity or person in
any way involved in the performance of work on the project contemplated by this
agreement to self-insure its obligations to City. If Consultant’s existing coverage includes
a deductible or self-insured retention, the deductible or self-insured retention must be
declared to the City. At the time the City shall review options with the Consultant, which
may include reduction or elimination of the deductible or self-insured retention,
substitution of other coverage, or other solutions.
12. The City reserves the right at any time during the term of the contract to
change the amounts and types of insurance required by giving the Consultant ninety (90)
days advance written notice of such change. If such change results in substantial
additional cost to the Consultant, the City will negotiate additional compensation
proportional to the increase benefit to City.
13. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any steps that
can be deemed to be in furtherance of or towards performance of this Agreement.
14. Consultant acknowledges and agrees that any actual or alleged failure on
the part of City to inform Consultant of non-compliance with any insurance requirements
in no way imposes any additional obligations on City nor does it waive any rights
hereunder in this or any other regard.
Item 9.e. - Page 16
Page 14
15. Consultant will renew the required coverage annually as long as City, or its
employees or agents face an exposure from operations of any type pursuant to this
agreement. This obligation applies whether or not the agreement is canceled or
terminated for any reason. Termination of this obligation is not effective until City executes
a written statement to that effect.
16. Consultant shall provide proof that policies of insurance required herein
expiring during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has been ordered
shall be submitted prior to expiration. A coverage binder or letter from Consultant’s
insurance agent to this effect is acceptable. A certificate of insurance and/or additional
insured endorsement as required in these specifications applicable to the renewing or
new coverage must be provided to City within five days of the expiration of the coverages.
17. The provisions of any workers’ compensation or similar act will not limit the
obligations of Consultant under this agreement. Consultant expressly agrees not to use
any statutory immunity defenses under such laws with respect to City, its employees,
officials and agents.
18. Requirements of specific coverage features or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference to a
given coverage feature is for purposes of clarification only as it pertains to a given issue,
and is not intended by any party or insured to be limiting or all-inclusive.
19. These insurance requirements are intended to be separate and distinct from
any other provision in this agreement and are intended by the parties here to be
interpreted as such.
20. The requirements in this Section supersede all other sections and
provisions of this Agreement to the extent that any other section or provision conflicts with
or impairs the provisions of this Section.
21. Consultant agrees to be responsible for ensuring that no contract used by
any party involved in any way with the project reserves the right to charge City or
Consultant for the cost of additional insurance coverage required by this agreement. Any
such provisions are to be deleted with reference to City. It is not the intent of City to
reimburse any third party for the cost of complying with these requirements. There shall
be no recourse against City for payment of premiums or other amounts with respect
thereto.
22. Consultant agrees to provide immediate notice to City of any claim or loss
against Consultant arising out of the work performed under this agreement. City assumes
no obligation or liability by such notice, but has the right (but not the duty) to monitor the
handling of any such claim or claims if they are likely to involve City.
Item 9.e. - Page 17
ATTACHMENT 1
Item 9.e. - Page 18
REIMBURSEMENT AGREEMENT
STORMWATER RESOURCE PLAN FOR THE FIVE CITIES AREA
This Reimbursement Agreement ("Agreement") is entered into by and between the City of
Arroyo Grande ("City") and the San Luis Obispo County Flood Control and Water Conservation
District ("District") (each a "Party" and collectively the "Parties").
Recitals
WHEREAS, the Stormwater Resource Plan for the Five Cities Area (Five Cities SWRP} will assist
the City and its Zone 3 partner agencies to evaluate the potential to increase recharge and
groundwater supply reliability in the Five Cities Area; and
WHEREAS, the City is acting as the lead agency with respect to the development of the Five
Cities SWRP and obtained a Proposition 1 Stormwater Program Grant through the State Water
Resources Control Board in the amount of $189.140 to fund a portion of the Five Cities SWRP; and
WHEREAS, the total cost to develop the SWRP is estimated to be $406,274; and
WHEREAS, it is anticipated that the City will enter into an Agreement for Consultant Services
with Water Systems Consulting, Inc. (WSC) in a form substantially similar to the template attached
hereto as Exhibit A and pursuant to which WSC will complete a portion of the remaining work
necessary to complete the SWRP, specifically completion of an enhanced recharge evaluation of the
water supply benefits from the projects being evaluated in the Five Cities SWRP through the use of
the groundwater model being developed for the northern portion of the Santa Maria Groundwater
Basin for an amount not to exceed $99,875, as more fully described in the proposed Scope of Work
and Budget attached hereto as Exhibit B (WSC Contract); and
WHEREAS, both the City and the Zone 3 Advisory Committee have requested that the District
contribute $99,875 from the funds earmarked in the District's Zone 3 Fiscal Year 2016-2017 budget
toward the completion of the Five Cities SWRP; and
WHEREAS, completion of the Scope of Work by WSC will assist the District and the County of
San Luis Obispo (County) and other local agencies in the management of supplies throughout South
County, and the Five Cities SWRP will be included in (merged with) the Countywide Stormwater
Resources Plan that is currently under development by the County; and
WHEREAS, based on the foregoing, the requested contribution is consistent with the
District's policy to prioritize funding services that will result in the development of a common
understanding of conditions and that have regional stakeholder support; and
WHEREAS, the purpose of this Agreement is to set forth the terms and conditions under
which the District will reimburse the City for work performed by WSC under the WSC Contract in an
amount not to exceed $99,875.
1 of 29
Item 9.e. - Page 19
NOW, THEREFORE, it is hereby mutually agreed by the Parties as follows:
1. The District hereby approves the proposed Scope of Work and Budget as set forth in
Exhibit B. Neither the Scope of Work nor the Budget shall be expanded without prior
written approval from the District.
2. The WSC Contract shall provide that the District, its officials, officers, directors,
employees, agents and volunteers be named as an additional insured on WSC's
general liability insurance policy and as an indemnitee. The general liability insurance
shall be primary with respect to the additional insureds.
3. The City shall provide the District with the opportunity to review and comment on any
draft documents prepared by WSC, including but not limited to, the draft Technical
Memorandum described in Task 4.1 of the Scope of Work, as well as on any drafts of
the Five Cities SWRP.
4. WSC will submit invoices to the City for work completed and the City shall pay WSC
according to the terms of the WSC Contract. The City shall invoice the District and the
District shall pay all such invoices for work satisfactorily performed in an amount not
to exceed $99,875 within thirty (30) calendar days of receipt of each invoice.
5. This Agreement shall not be changed or modified except upon written consent of the
Parties.
6. No Party shall assign or transfer any interest in this Agreement or any part thereof
without the other Party's prior written consent.
7. Waiver by a Party of any one or more of the conditions of performance under this
Agreement shall not be a waiver of any other conditions of performance under this
Agreement.
8. This Agreement is intended by the Parties as a final expression of their understanding
with respect to the matters contained herein and is a complete and exclusive
statement of the terms and conditions hereof.
9. Each Party represents that each such Party executing this Agreement on behalf of a
legal entity warrants that he or she holds the position indicated beneath his or her
signature and that he or she has been duly authorized by said legal entity to execute
this Agreement on its behalf.
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Item 9.e. - Page 20
10. This Agreement may be executed in counterparts, each of which shall constitute an
original, but all of which shall constitute one and the same agreement.
11. Any notice pursuant to this Agreement shall be made by certified mail or registered
letter, return receipt requested, or by overnight courier to the following addresses:
To District:
Jill Ogren
County of San Luis Obispo Public Works Dept, Utilities Division
Rm 106 County Government Center
San Luis Obispo, CA 93408
To City:
Teresa McClish, Community Development Director, City of Arroyo Grande
300 East Branch Street
Arroyo Grande, CA 93420
12. This Agreement represents the entire understanding of City and District as to those
matters contained in it. No prior oral or written understanding will be of any force or
effect with respect to the terms of this Agreement. The Agreement may not be
modified or altered except in writing signed by both Parties.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the dates
shown below and which shall become effective as of the date that both Parties have executed this
Agreement.
SAN LUIS OBISPO COUNTY FLOOD CONTROL
AND WATER CONSERVATION DISTRICT
By:.·· . ~ ~ Board of Supervisors
ATTEST:
By: TOMMY GONG
County Clerk and Ex-Officio Clerk
of the Board of Supervisors, County
of San Luis Obispo, State of California
3 of 29
Date: u1J h/ 1-=J-1 w,e
Date: Ju IV l':f 1 2015
Item 9.e. - Page 21
APPROVED AS TO FORM AND LEGAL EFFECT:
RITA L. NEAL
County Counsel
By:-~
Deputy County Counsel
CITY OF ARR
APPROVED AS TO FORM AND LEGAL EFFECT:
By:_~~~
Heather K. Whitham City Attorney
Date: (jJ · Z-f · 2£>[8
Date: _/.R~--_Z._{ -_I_B __
Date: (o -~l -I g
4 of 29
Item 9.e. - Page 22
EXHIBIT A
CITY AGREEMENT FOR CONSULTANT SERVICES TEMPLATE
s of29
Item 9.e. - Page 23
AGREEMENT FOR CONSULT ANT SERVICES
THIS AGREEMENT, is made and effective as of ______ 2017, between
________ ("Consultant"), and the CITY OF ARROYO GRANDE, a
Municipal Corporation ("City"). In consideration of the mutual covenants and conditions
set forth herein, the parties agree as follows:
1. TERM
This Agreement shall commence on ______ , 2017 and shall remain
and continue in effect until _____ , 2018, unless sooner terminated pursuant to
the provisions of this Agreement.
2. SERVICES
Consultant shall perform the tasks described and comply with all terms and
provisions set forth in Exhibit "A", attached hereto and incorporated herein by this
reference.
3. PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of his/her
ability, experience and talent, perform all tasks described herein. Consultant shall
employ, at a minimum generally accepted standards and practices utilized by persons
engaged in providing similar services as are required of Consultant hereunder in
meeting its obligations under this Agreement.
4. AGREEMENT ADMINISTRATION
City's _______ shall represent City in all matters pertaining to the
administration of this Agreement. ___ shall represent Consultant in all matters
pertaining to the administration of this Agreement.
5. PAYMENT
The City agrees to pay the Consultant in accordance with the payment rates and
terms set forth in Exhibit "B", attached hereto and incorporated herein by this reference.
6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
(a) The City may at any time, for any reason, with or without cause, suspend
or terminate this Agreement, or any portion hereof, by serving upon the Consultant at
least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall
immediately cease all work under this Agreement, unless the notice provides otherwise.
If the City suspends or terminates a portion of this Agreement such suspension or
termination shall not make void or invalidate the remainder of this Agreement.
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Item 9.e. - Page 24
(b) In the event this Agreement is terminated pursuant to this Section, the City
shall pay to Consultant the actual value of the work performed up to the time of
termination, provided that the work performed is of value to the City. Upon termination
of the Agreement pursuant to this Section, the Consultant will submit an invoice to the
City pursuant to Section 5.
7. TERMINATION ON OCCURRENCE OF STATED EVENTS
This Agreement shall terminate automatically on the occurrence of any of the
following events:
(a) Bankruptcy or insolvency of any party;
(b) Sale of Consultant's business; or
(c) Assignment of this Agreement by Consultant without the consent of City.
(d) End of the Agreement term specified in Section 1.
8. DEFAULT OF CONSUL TANT
(a) The Consultant's failure to comply with the provisions of this Agreement
shall constitute a default. In the event that Consultant is in default for cause under the
terms of this Agreement, City shall have no obligation or duty to continue compensating
Consultant for any work performed after the date of default and can terminate this
Agreement immediately by written notice to the Consultant. If such failure by the
Consultant to make progress in the performance of work hereunder arises out of causes
beyond the Consultant's control, and without fault or negligence of the Consultant, it
shall not be considered a default.
(b) If the City Manager or his/her delegate determines that the Consultant is in
default in the performance of any of the terms or conditions of this Agreement, he/she
shall cause to be served upon the Consultant a written notice of the default. The
Consultant shall have ten (10) days after service upon it of said notice in which to cure
the default by rendering a satisfactory performance. In the event that the Consultant
fails to cure its default within such period of time, the City shall have the right,
notwithstanding any other provision of this Agreement to terminate this Agreement
without further notice and without prejudice to any other remedy to which it may be
entitled at law, in equity or under this Agreement.
9. LAWS TO BE OBSERVED. Consultant shall:
(a) Procure all permits and licenses, pay all charges and fees, and give all
notices which may be necessary and incidental to the due and lawful prosecution of the
services to be performed by Consultant under this Agreement;
(b) Keep itself fully informed of all existing and proposed federal, state and
local laws, ordinances, regulations, orders, and decrees which may affect those
engaged or employed under this Agreement, any materials used in Consultant's
7 of29
Item 9.e. - Page 25
performance under this Agreement, or the conduct of the services under this
Agreement;
(c) At all times observe and comply with, and cause all of its employees to
observe and comply with all of said laws, ordinances, regulations, orders, and decrees
mentioned above;
(d) Immediately report to the City's Contract Manager in writing any
discrepancy or inconsistency it discovers in said laws, ordinances, regulations, orders,
and decrees mentioned above in relation to any plans, drawings, specifications, or
provisions of this Agreement.
(e) The City, and its officers, agents and employees, shall not be liable at law
or in equity occasioned by failure of the Consultant to comply with this Section.
10. OWNERSHIP OF DOCUMENTS
(a) Consultant shall maintain complete and accurate records with respect to
sales, costs, expenses, receipts, and other such information required by City that relate
to the performance of services under this Agreement. Consultant shall maintain
adequate records of services provided in sufficient detail to permit an evaluation of
services. All such records shall be maintained in accordance with generally accepted
accounting principles and shall be clearly identified and readily accessible. Consultant
shall provide free access to the representatives of City or its designees at reasonable
times to such books and records; shall give City the right to examine and audit said
books and records; shall permit City to make transcripts therefrom as necessary; and
shall allow inspection of all work, data, documents, proceedings, and activities related to
this Agreement. Such records, together with supporting documents, shall be maintained
for a period of three (3) years after receipt of final payment.
(b) Upon completion of, or in the event of termination or suspension of this
Agreement, all original documents, designs, drawings, maps, models, computer files,
surveys, notes, and other documents prepared in the course of providing the services to
be performed pursuant to this Agreement shall become the sole property of the City and
may be used, reused, or otherwise disposed of by the City without the permission of the
Consultant. With respect to computer files, Consultant shall make available to the City,
at the Consultant's office and upon reasonable written request by the City, the
necessary computer software and hardware for purposes of accessing, compiling,
transferring, and printing computer files.
11. INDEMNIFICATION
(a) Indemnification for Professional Liability. When the law establishes a
professional standard of care for Consultant's Services, to the fullest extent permitted by
law, Consultant shall indemnify, protect, defend and hold harmless City and any and all
of its officials, employees and agents ("Indemnified Parties") from and against any and
8 of29
Item 9.e. - Page 26
all losses, liabilities, damages, costs and expenses, including attorney's fees and costs
to the extent same are caused in whole or in part by any negligent or wrongful act, error
or omission of Consultant, its officers, agents, employees or subcontractors or any
entity or individual that Consultant shall bear the legal liability thereof) in the
performance of professional services under this agreement.
(b) Indemnification for Other Than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Consultant
shall indemnify, defend and hold harmless City, and any and all of its employees,
officials and agents from and against any liability (including liability for claims, suits,
actions, arbitration proceedings, administrative proceedings, regulatory proceedings,
losses, expenses or costs of any kind, whether actual, alleged or threatened, including
attorneys fees and costs, court costs, interest, defense costs, and expert witness fees),
where the same arise out of, are a consequence of, or are in any way attributable to, in
whole or in part, the performance of this Agreement by Consultant or by any individual
or entity for which Consultant is legally liable, including but not limited to officers,
agents, employees or subcontractors of Consultant.
(c) General Indemnification Provisions. Consultant agrees to obtain executed
indemnity agreements with provisions identical to those set forth here in this section
from each and every subcontractor or any other person or entity involved by, for, with or
on behalf of Consultant in the performance of this agreement. In the event Consultant
fails to obtain such indemnity obligations from others as required here, Consultant
agrees to be fully responsible according to the terms of this section. Failure of City to
monitor compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to indemnify
and defend City as set forth here is binding on the successors, assigns or heirs of
Consultant and shall survive the termination of this agreement or this section.
[Note 1: . the fQHpwing :paragtclph is .. b:> b~ used only When the professi()rial
servic.es.contract. is related to construction]
(d) Indemnity Provisions for Contracts Related to Construction. Without
affecting the rights of City under any provision of this Agreement, Consultant shall not
be required to indemnify and hold harmless City for liability attributable to the active
negligence of City, provided such active negligence is determined by agreement
between the parties or by the findings of a court of competent jurisdiction. In instances
where City is shown to have been actively negligent and where City's active negligence
accounts for only a percentage of the liability involved, the obligation of Consultant will
be for that entire portion or percentage of liability not attributable to the active
negligence of City.
9 of 29
Item 9.e. - Page 27
12. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit "C" attached hereto and
incorporated herein as though set forth in full.
13. INDEPENDENT CONSUL TANT
(a) Consultant is and shall at all times remain as to the City a wholly
independent Consultant. The personnel performing the services under this Agreement
on behalf of Consultant shall at all times be under Consultant's exclusive direction and
control. Neither City nor any of its officers, employees, or agents shall have control over
the conduct of Consultant or any of Consultant's officers, employees, or agents, except
as set forth in this Agreement. Consultant shall not at any time or in any manner
represent that it or any of its officers, employees, or agents are in any manner officers,
employees, or agents of the City. Consultant shall not incur or have the power to incur
any debt, obligation, or liability whatever against City, or bind City in any manner.
(b) No employee benefits shall be available to Consultant in connection with
performance of this Agreement. Except for the fees paid to Consultant as provided in
the Agreement, City shall not pay salaries, wages, or other compensation to Consultant
for performing services hereunder for City. City shall not be liable for compensation or
indemnification to Consultant for injury or sickness arising out of performing services
hereunder.
14. UNDUEINFLUENCE
Consultant declares and warrants that no undue influence or pressure was or is
used against or in concert with any officer or employee of the City of Arroyo Grande in
connection with the award, terms or implementation of this Agreement, including any
method of coercion, confidential financial arrangement, or financial inducement. No
officer or employee of the City of Arroyo Grande will receive compensation, directly or
indirectly, from Consultant, or from any officer, employee or agent of Consultant, in
connection with the award of this Agreement or any work to be conducted as a result of
this Agreement. Violation of this Section shall be a material breach of this Agreement
entitling the City to any and all remedies at law or in equity.
15. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of City, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the project
during his/her tenure or for one year thereafter, shall have any interest, direct or indirect,
in any agreement or sub-agreement, or the proceeds thereof, for work to be performed
in connection with the project performed under this Agreement.
10 of 29
Item 9.e. - Page 28
16. RELEASE OF INFORMATION/CONFLICTS OF INTEREST
(a) All information gained by Consultant in performance of this Agreement shall
be considered confidential and shall not be released by Consultant without City's prior
written authorization. Consultant, its officers, employees, agents, or subcontractors,
shall not without written authorization from the City Manager or unless requested by the
City Attorney, voluntarily provide declarations, letters of support, testimony at
depositions, response to interrogatories, or other information concerning the work
performed under this Agreement or relating to any project or property located within the
City. Response to a subpoena or court order shall not be considered "voluntary"
provided Consultant gives City notice of,such court order or subpoena.
(b) Consultant shall promptly notify City should Consultant, its officers,
employees, agents, or subcontractors be served with any summons, complaint,
subpoena, notice of deposition, request for documents, interrogatories, request for
admissions, or other discovery request, court order, or subpoena from any person or
party regarding this Agreement and the work performed thereunder or with respect to
any project or property located within the City. City retains the right, but has no
obligation, to represent Consultant and/or be present at any deposition, hearing, or
similar proceeding. Consultant agrees to cooperate fully with City and to provide the
opportunity to review any response to discovery requests provided by Consultant.
However, City's right to review any such response does not imply or mean the right by
City to control, direct, or rewrite said response.
[Note 2: the following paragr,aph is only to be used Wh13n the City will b~
t~king in a fee . or deposit from an applicant and use that. fund. to retain the
Consultant to prepare an EIR, Specific Plan, or some ott,~r specific. docqment. or
where the City is funding a similar developtnent~type study]
(c) Consultant covenants that neither he/she nor any officer or principal of
their firm have any interest in, or shall acquire any interest, directly or indirectly, which
will conflict in any manner or degree with the performance of their services hereunder.
Consultant further covenants that in the performance of this Agreement, no person
having such interest shall be employed by them as an office, employee, agent, or
subcontractor. Consultant further covenants that Consultant has not contracted with
nor is performing any services, directly or indirectly, with any developer(s) and/or
property owner(s) and/or firm(s) and/or partnership(s) owning property in the City or the
study area and further covenants and agrees that Consultant and/or its subcontractors
shall provide no service or enter into any agreement or agreements with a/any
developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning
property in the City or the study area prior to the completion of the work under this
Agreement.
11 of 29
Item 9.e. - Page 29
17. NOTICES
Any notice which either party may desire to give to the other party under this
Agreement must be in writing and may be given either by (i) personal service, (ii)
delivery by a reputable document delivery service, such as but not limited to, Federal
Express, which provides a receipt showing date and time of delivery, or (iii) mailing in
the United States Mail, certified mail, postage prepaid, return receipt requested,
addressed to the address of the party as set forth below or at any other address as that
party may later designate by notice:
To City:
To Consultant:
18. ASSIGNMENT
City of Arroyo Grande
[Insert City Representative Name]
300 E. Branch Street
Arroyo Grande, CA 93420
The Consultant shal.l not assign the performance of this Agreement, nor any part
thereof, without the prior written consent of the City.
19. GOVERNING LAW
The City and Consultant understand and agree that the laws of the State of
California shall govern the rights, obligations, duties, and liabilities of the parties to this
Agreement and also govern the interpretation of this Agreement. Any litigation
concerning this Agreement shall take place in the superior or federal district court with
jurisdiction over the City of Arroyo Grande.
20. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to
the obligations of the parties described in this Agreement. All prior or contemporaneous
agreements, understandings, representations, and statements, or written, are merged
into this Agreement and shall be of no further force or effect. Each party is entering into
this Agreement based solely upon the representations set forth herein and upon each
party's own independent investigation of any and all facts such party deems material.
21. TIME
City and Consultant agree that time is of the essence in this Agreement.
12 of 29
Item 9.e. - Page 30
OR
{Note 3: this secticm is optional and should be included only when the project is
particularly time sensitive]
City and Consultant agree that time is of the essence in this Agreement. City
and Consultant further agree that Consultant's failure to perform on or at the times set
forth in this Agreement will damage and injure City, but the extent of such damage and
injury is difficult or speculative to ascertain. Consequently, City and Consultant agree
that any failure to perform by Consultant at or within the times set forth herein shall
result in liquidated damages of _____ dollars ($ __ __, per day for each and
every day such performance is late. City and Consultant agree that such sum is
reasonable and fair. Furthermore, City and Consultant agree that this Agreement is
subject to Government Code Section 53069.85 and that each party hereto is familiar
with and understands the obligations of said Section of the Government Code.
22. CONTENTS OF REQUEST FOR PROPOSAL AND PROPOSAL
Consultant is bound by the contents of the City's Request for Proposal, Exhibit
"D", attached hereto and incorporated herein by this reference, and the contents of the
proposal submitted by the Consultant, Exhibit "E", attached hereto and incorporated
herein by this reference. In the event of conflict, the requirements of City's Request for
Proposals and this Agreement shall take precedence over those contained in the
Consultant's proposals.
23. CONSTRUCTION
The parties agree that each has had an opportunity to have their counsel review
this Agreement and that any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply in the interpretation of this Agreement
or any amendments or exhibits thereto. The captions of the sections are for
convenience and reference only, and are not intended to be construed to define or limit
the provisions to which they relate.
24. AMENDMENTS
Amendments to this Agreement shall be in writing and shall be made only with
the mutual written consent of all of the parties to this Agreement.
25. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of Consultant
warrants and represents that he/she has the authority to execute this Agreement on
behalf of the Consultant and has the authority to bind Consultant to the performance of
its obligations hereunder.
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Item 9.e. - Page 31
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF ARROYO GRANDE
By: __________ _
Jim Hill, Mayor
Attest:
Kelly Wetmore, City Clerk
Approved As To Form:
Heather K. Whitham, City Attorney
CONSULTANT
By: ___________ _
Its: ------------(Title)
14 of 29
Item 9.e. - Page 32
EXHIBIT A
SCOPE OF WORK
15 of 29
Item 9.e. - Page 33
EXHIBIT B
PAYMENT SCHEDULE
16 of 29
Item 9.e. - Page 34
EXHIBIT C
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Consultant will
maintain insurance in conformance with the requirements set forth below. Consultant
will use existing coverage to comply with these requirements. If that existing coverage
does not meet the requirements set forth here, Consultant agrees to amend,
supplement or endorse the existing coverage to do so. Consultant acknowledges that
the insurance coverage and policy limits set forth in this section constitute the minimum
amount of coverage required. Any insurance proceeds available to City in excess of the
limits and coverage required in this agreement and which is applicable to a given loss,
will be available to City.
Consultant shall provide the following types and amounts of insurance:
{Note 4: verify minimum limit for each coverage. with City Ma11ager or City
AttotneyJ
Commercial General Liability Insurance using Insurance Services Office "Commercial
General Liability" policy from CG 00 01 or the exact equivalent. Defense costs must be
paid in addition to limits. There shall be no cross liability exclusion for claims or suits by
one insured against another. Limits are subject to review but in no event less than
$1,000,000 per occurrence.
Business Auto Coverage on ISO Business Auto Coverage from CA 00 01 including
symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no
event to be less than $1,000,000 per accident. If Consultant owns no vehicles, this
requirement may be satisfied by a non-owned auto endorsement to the general liability
policy described above. If Consultant or Consultant's employees will use personal autos
in any way on this project, Consultant shall provide evidence of personal auto liability
coverage for each such person.
[~otit 5: may "~•d to delete wor,Jf1Jtt1 1 «1JmpfbsfJti9t1 at'fcf empl"'yf#r'S lia.bility
infUt;Jnce rt:,quirements for c~rtain so.le prtJprietorshlps, partn.ersbips, Qr
corporations without employees] ·
Workers Compensation on a state-approved policy form providing statutory benefits as
required by law with employer's liability limits no less than $1,000,000 per accident or
disease.
17 of 29
Item 9.e. - Page 35
[Note 6: If the required limits for general liability7 auto and employer's liability are
$1 million or less, the following paragraph may be omitted.]
Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit
requirements, shall provide coverage at least as broad as specified for the underlying
coverages. Any such coverage provided under an umbrella liability policy shall include a
drop down provision providing primary coverage above a maximum $25,000 self-
insured retention for liability not covered by primary but covered by the umbrella.
Coverage shall be provided on a "pay on behalf" basis, with defense costs payable in
addition to policy limits. Policy shall contain a provision obligating insurer at the time
insured's liability is determined, not requiring actual payment by the insured first. There
shall be no cross liability exclusion precluding coverage for claims or suits by one
insured against another. Coverage shall be applicable to City for injury to employees of
Consultant, subcontractors or others involved in the Work. The scope of coverage
provided is subject to approval of City following receipt of proof of insurance as required
herein. Limits are subject to review but in no event less than $ ______ per
occurrence.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written
on a policy form coverage specifically designated to protect against acts, errors or
omissions of the Consultant and "Covered Professional Services" as designated in the
policy must specifically include work performed under this agreement. The policy limit
shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay
on behalf of' the insured and must include a provision establishing the insurer's duty to
defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Insurance procured pursuant to these requirements shall be written by insurer that are
admitted carriers in the state California and with an A.M. Bests rating of A-or better and
a minimum financial size VII.
General conditions pertaining to prov1s1on of insurance coverage by Consultant.
Consultant and City agree to the following with respect to insurance provided by
Consultant:
1. Consultant agrees to have its insurer endorse the third party general
liability coverage required herein to include as additional insureds City, its officials
employees and agents, using standard ISO endorsement No. CG 201 O with an edition
prior to 1992. Consultant also agrees to require all Consultants, and subcontractors to
do likewise.
2. No liability insurance coverage provided to comply with this Agreement
shall prohibit Consultant, or Consultant's employees, or agents, from waiving the right of
subrogation prior to a loss. Consultant agrees to waive subrogation rights against City
regardless of the applicability of any insurance proceeds, and to require all Consultants
and subcontractors to do likewise.
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Item 9.e. - Page 36
3. All insurance coverage and limits provided by Consultant and available or
applicable to this agreement are intended to apply to the full extent of the policies.
Nothing contained in this Agreement or any other agreement relating to the City or its
operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not been first
submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve
to eliminate so-called "third party action over" claims, including any exclusion for bodily
injury to an employee of the insured or of any Consultant or subcontractor.
6. All coverage types and limits required are subject to approval, modification
and additional requirements by the City, as the need arises. Consultant shall not make
any reductions in scope of coverage (e.g. elimination of contractual liability or reduction
of discovery period) that may affect City's protection without City's prior written consent.
7. Proof of compliance with these insurance requirements, consisting of
certificates of insurance evidencing all of the coverages required and an additional
insured endorsement to Consultant's general liability policy, shall be delivered to City at
or prior to the execution of this Agreement. In the event such proof of any insurance is
not delivered as required, or in the event such insurance is canceled at any time and no
replacement coverage is provided, City has the right, but not the duty, to obtain any
insurance it deems necessary to protect its interests under this or any other agreement
and to pay the premium. Any premium so paid by City shall be charged to and promptly
paid by Consultant or deducted from sums due Consultant, at City option.
8. Certificate(s) are to reflect that the insurer will provide 30 days notice to
City of any cancellation of coverage. Consultant agrees to require its insurer to modify
such certificates to delete any exculpatory wording stating that failure of the insurer to
mail written notice of cancellation imposes no obligation, or that any party will
"endeavor" (as opposed to being required) to comply with the requirements of the
certificate.
9. It is acknowledged by the parties of this agreement that all insurance
coverage required to be provided by Consultant or any subcontractor, is intended to
apply first and on a primary, noncontributing basis in relation to any other insurance or
self insurance available to City.
10. Consultant agrees to ensure that subcontractors, and any other party
involved with the project who is brought onto or involved in the project by Consultant,
provide the same minimum insurance coverage required of Consultant. Consultant
agrees to monitor and review all such coverage and assumes all responsibility for
ensuring that such coverage is provided in conformity with the requirements of this
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Item 9.e. - Page 37
section. Consultant agrees that upon request, all agreements with subcontractors and
others engaged in the project will be submitted to City for review.
11. Consultant agrees not to self-insure or to use any self-insured retentions
or deductibles on any portion of the insurance required herein and further agrees that it
will not allow any Consultant, subcontractor, Architect, Engineer or other entity or
person in any way involved in the performance of work on the project contemplated by
this agreement to self-insure its obligations to City. If Consultant's existing coverage
includes a deductible or self-insured retention, the deductible or self-insured retention
must be declared to the City. At the time the City shall review options with the
Consultant, which may include reduction or elimination of the deductible or self-insured
retention, substitution of other coverage, or other solutions.
12. The City reserves the right at any time during the term of the contract to
change the amounts and types of insurance required by giving the Consultant ninety
(90) days advance written notice of such change. If such change results in substantial
additional cost to the Consultant, the City will negotiate additional compensation
proportional to the increase benefit to City.
13. For purposes of applying insurance coverage only, this Agreement will be
deemed to have been executed immediately upon any party hereto taking any steps
that can be deemed to be in furtherance of or towards performance of this Agreement.
14. Consultant acknowledges and agrees that any actual or alleged failure on
the part of City to inform Consultant of non-compliance with any insurance requirements
in no way imposes any additional obligations on City nor does it waive any rights
hereunder in this or any other regard.
15. Consultant will renew the required coverage annually as long as City, or
its employees or agents face an exposure from operations of any type pursuant to this
agreement. This obligation applies whether or not the agreement is canceled or
terminated for any reason. Termination of this obligation is not effective until City
executes a written statement to that effect.
16. Consultant shall provide proof that policies of insurance required herein
expiring during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has been
ordered shall be submitted prior to expiration. A coverage binder or letter from
Consultant's insurance agent to this effect is acceptable. A certificate of insurance
and/or additional insured endorsement as required in these specifications applicable to
the renewing or new coverage must be provided to City within five days of the expiration
of the coverages.
17. The provisions of any workers' compensation or similar act will not limit
the obligations of Consultant under this agreement. Consultant expressly agrees not to
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Item 9.e. - Page 38
use any statutory immunity defenses under such laws with respect to City, its
employees, officials and agents.
18. Requirements of specific coverage features or limits contained in this
section are not intended as limitations on coverage, limits or other requirements nor as
a waiver of any coverage normally provided by any given policy. Specific reference to a
given coverage feature is for purposes of clarification only as it pertains to a given issue,
and is not intended by any party or insured to be limiting or all-inclusive.
19. These insurance requirements are intended to be separate and distinct
from any other provision in this agreement and are intended by the parties here to be
interpreted as such.
20. The requirements in this Section supersede all other sections and
provisions of this Agreement to the extent that any other section or provision conflicts
with or impairs the provisions of this Section.
21. Consultant agrees to be responsible for ensuring that no contract used by
any party involved in any way with the project reserves the right to charge City or
Consultant for the cost of additional insurance coverage required by this agreement.
Any such provisions are to be deleted with reference to City. It is not the intent of City to
reimburse any third party for the cost of complying with these requirements. There shall
be no recourse against City for payment of premiums or other amounts with respect
thereto.
22. Consultant agrees to provide immediate notice to City of any claim or loss
against Consultant arising out of the work performed under this agreement. City
assumes no obligation or liability by such notice, but has the right (but not the duty) to
monitor the handling of any such claim or claims if they are likely to involve City.
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Item 9.e. - Page 39
EXHIBIT D
CITY'S REQUEST FOR PROPOSAL
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Item 9.e. - Page 40
EXHIBIT E
CONSULTANT'S PROPOSAL
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Item 9.e. - Page 41
EXHIBIT B
WSC PROPOSED SCOPE OF WORK AND BUDGET
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Item 9.e. - Page 42
5/9/2018
City of Arroyo Grande
214 E. Branch Street
Arroyo Grande, CA 93420
SUBJECT: ENHANCED RECHARGE EVALUATION PROPOSAL
Dear Patrick Holub,
Water Systems Consulting, Inc. (WSC) is pleased to provide this proposal to assist the City of Arroyo
Grande (Arroyo Grande) and its Zone 3 partner agencies in evaluating the potential to increase
groundwater recharge and groundwater supply reliability through enhanced stormwater capture.
Arroyo Grande is currently taking the lead in developing a Stormwater Resources Plan (SRP) and is
looking to enhance the evaluation of the water supply benefit from the proposed stormwater projects
being evaluated in the SRP through the use of the groundwater model being develop for the northern
portions of the Santa Maria Groundwater Basin (Phase 1B Groundwater Model).
WSC reviewed the projects currently being proposed for evaluation in the SRP and held a conference call
with Stillwater Sciences, the lead consultant developing the SRP, and determined that the projects listed
for the Arroyo Grande and Pismo Creek Watersheds do not represent a comprehensive list of the
potential stormwater capture and recharge projects that could be implemented.
As a result, WSC is proposing to perform an initial evaluation of the stormwater capture and recharge
projects in the Arroyo Grande and Pismo Creek watersheds. This evaluation will include assessment of
new potential stormwater capture and recharge sites and enhanced operation of existing stormwater
systems and infiltration basins. The projects identified in the assessment will then be evaluated using
the Phase 1B Goundwater Model and ranked based on their potential water supply benefits.
In addition to evaluating stormwater recharge, WSC proposes to evaluate other potential sources of
water for artificial recharge including recycled water and imported water. WSC will leverage its
experience working with the City and its Zone 3 partner agencies on other water supply planning
projects (e.g. Central Coast Blue) to complete this work efficiently.
The findings from the Stormwater Recharge Evaluation project will allow the City and its Zone 3 partners
to identify potential promising projects for stormwater capture and recharge and position them to
pursue grant funding or low-interest loans for design and implementation. This letter outlines WSC's
proposed scope of services and budget for this effort.
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Item 9.e. - Page 43
City of Arroyo Grande 5/9/2018
Thank you for the opportunity to provide you with this proposal. Please feel free to contact us if you have
any questions or would like to discuss any aspect of our proposal in greater detail. Daniel can be reached
at (805) 457-8833 ext. 104 or Michael at (909) 483-3200 at ext. 206. We look forward to hearing from
you.
Sincerely,
Water Systems Consulting, Inc.
Daniel Heimel, PE
Project Manager
Enhanced Recharge Evaluation Proposal
City of Arroyo Grande
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Michael Cruikshank, PG, CHG
Senior Hydrogeologist
Item 9.e. - Page 44
City of Arroyo Grande 5/9/2018
Enhanced Recharge Evaluation Scope
T ON p
0.1 Project Management
► Progress Reports
(1) Prepare progress reports to be submitted with each monthly invoice.
► Meetings
(1) Coordinate meetings to: present interim results; discuss project methodologies; and
review draft and final deliverables. It is assumed that up to three meetings will be held
throughout the project and will last up to two hours. Budget includes meeting
preparation and travel time.
► QA/QC
(1) Perform comprehensive quality control of all work items being prepared for delivery to
the County.
0.2 Data Collection
► Data Request & Review
(1) Review the data collected as part of the SRP. Prepare a data request or teleconferences
including but not limited, to the following items:
(a) Reports and engineering drawings for existing stormwater infiltration basins
(b) Review Section 3.1 Annotated List of Reviewed Data and Report and Identified Data
Gaps from the SRP
(c) Shapefiles developed as part of 2NDNATURE's stormwater model
(d) Review the results of 2NDNATURES's stormwater model to determine applicability of
using the output in the groundwater flow model
(e) Consult with Oceano's consultant performing the Water Resources Reliability
Program.
(f) Purchase parcel shapefiles from Parcel Quest for the Arroyo Creek Watershed
► Review requested items and evaluate the need for additional data.
0.3 Develop planning criteria for Recharge Sites
► Define the assumptions and criteria to be used in the investigation and obtain concurrence from
the City and Zone 3 stakeholders. The following criteria will be developed:
(1) Design Criteria
(2) Regulato'ry Criteria
(3) Cost and Financial Criteria
(4) Siting and Ranking Criteria
Enhanced Recharge Evaluation Proposal
City of Arroyo Grande
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Item 9.e. - Page 45
City of Arroyo Grande 5/9/2018
1.1 Characterize Potential Source Waters for Artificial Recharge
► Characterize the quantity, availability, water quality, and cost of the various source waters
available to recharge the Northern Cities Management Area (NCMA) and evaluate the suitability
of these waters for artificial recharge-individually or in combination. The source waters to be
evaluated include storm water runoff, recycled water, and State Water Project water. The source
waters will be described with respect to their:
{1) Availability. Availability is described based on existing information on the timing, rates,
and volumes of water available for artificial recharge at specified locations.
(2) Water Quality. The water quality of each source is described from recorded
measurements and discharge permits if available.
(3) Cost. Cost is the estimated cost to acquire the supply. Capital and Operations &
Maintenance (O&M) costs for facilities to divert, convey, and recharge each water source.
WSC will rely upon previously completed studies to develop estimates of supplemental
water costs.
(4) Institutional Constraints. These include constraints related to the diversion, conveyance,
recharge, recovery, and use of each source.
► It is assumed that stormwater availability will be evaluated using outputs from 2NDNATURE's
model performed as part of the SWRP.
F SITES
2:.1 Universe of Potential Sites
► Develop the universe of potential sites for artificial recharge and the screening criteria used to
reduce the universe to those sites that are most promising. Parcels will be characterized and
ranked using criteria developed in Task 0.2 by current and future land use, underlying soil type,
depth to groundwater, proximity to existing conveyance infrastructure.
3
3.1 Develop recharge projects
► Develop potential recharge projects to be included in the Enhanced Recharge Evaluation.
Characterize the volume of recharge that could be accomplished under various combinations of
source waters, facilities, facility performance, and operations.
3.2 Groundwater Model Simulations
► Evaluate the performance of the predictive simulations using the Phase 1B GW model. The results
will be presented in graphical and tabular formats.
(1) Prepare Model Input Files
Enhanced Recharge Evaluation Proposal
City of Arroyo Grande
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Item 9.e. - Page 46
City of Arroyo Grande 5/9/2018
{2) Implement and Run Stormwater Infiltration Pond Scenario (Based on proposed location
and infiltration rate)
(3) Post-Process and Analyze Scenario Results as Compared to the Baseline Scenario
3.3 Develop Cost Estimates for Ranking Projects
► Develop cost opinions associated with each potential recharge project, rank the various recharge
projects, and demonstrate how a recharge project or series of recharge projects will benefit the
NCMA.
4.0
4.1 Prepare Draft Technical Memorandum
► Develop a draft technical memorandum documenting the procedures and results which will equip
the stakeholders with the necessary information to make informed decisions on investments in
artificial recharge.
4.2 Prepare Final Technical Memorandum
► Update the draft technical memorandum to incorporate comments received from the draft
technical memorandum. Deliver via PDF format.
Enhanced Recharge Evaluation Budget Estimate
Data Collection and
Coordination
Source Water
Characterization
' Identify Potential Si·tes
l for Recl)c1rge
Develop, Evaluate, and
Rank Recharge
Alternatives
iTechnkaf
Enhanced Recharge Evaluation Proposal
City of Arroyo Grande
$18,930 $3,570
$6,560 $9,251
$10,560
$14,900 $18,800
$9,,o() $8,404
Total
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$21,900
$15,811
$10,560
$33,700
$~;7,904
$99,875