HomeMy WebLinkAboutEOA - Bacteria Monitoring and Implementation (2018)AGREEMENT FOR SERVICES
(For contracts over $5,000 - CONSULTANT)
This AGREEMENT made this 12th day of December, 2017, between:
CITY: City.of Gilroy, having'a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: EOA, Inc., having a principal place of business at 1410 Jackson Street,
Oakland, California.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on December 12, 2017 and will continue in effect through
October 31, 2018 unless terminated in accordance with the provisions of Article 7 of this
Agreement.
Any lapse in insurance coverage as required by Article 5, Section D of this Agreement a
terminate this Agreement regardless of any other provision stated herein.
Initial
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties that CONSULTANT is an independent contractor and not .
an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be
interpreted or construed as creating or establishing the relationship of employer and employee
between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties
acknowledge that CONSULTANT is not an employee for state or federal tax purposes.
CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S
employees, including, without limitation, disability or unemployment insurance, workers'
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONSULTANT shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT
A. Specific Services
CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ( "Specific
Provisions ") and Exhibit "B" ( "Scope of Services "), within the time periods described in
Exhibit "C" ( "Milestone Schedule ").
B. Method of Performing Services
CONSULTANT shall determine the method, details and means of performing the above -
described services. CITY shall have no right to, and shall not, control the manner or determine
the method of accomplishing CONSULTANT'S services.
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C. Employment of Assistants
CONSULTANT may, at the CONSULTANT'S own expense, employ such assistants as
CONSULTANT deems necessary to perform the services required of CONSULTANT by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the
performance of those services. CONSULTANT assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONSULTANT shall perform the services required by this Agreement at any place or location
and at such times as CONSULTANT shall determine is necessary to properly and timely perform
CONSULTANT'S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONSULTANT, CITY agrees to pay
CONSULTANT the amounts set forth in Exhibit "D" ( "Payment Schedule "). In no event
however shall the total compensation paid to CONSULTANT exceed $49,730.
B. Invoices
CONSULTANT shall submit invoices for all services rendered.
C. Payment
Payment shall be due according to the payment schedule set forth in Exhibit "D ". No payment
will be made unless CONSULTANT has first provided City with a written receipt of invoice
describing the work performed and any approved direct expenses (as provided for in
Exhibit "A ", Section IV) incurred during the preceding period. If CITY objects to all or any
portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30)
days from receipt of the invoice, give reasons for the objection, and pay that portion of the
invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not
to pay any invoiced amounts to which it has objected until the objection has been resolved by
mutual agreement of the parties.
D. Expenses
CONSULTANT shall be responsible for all costs and expenses incident to the performance of
services for CITY, including but not limited to, all costs of equipment used or provided by
CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against
CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be
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responsible for any expenses incurred by CONSULTANT in performing services for CITY,
except for those expenses constituting "direct expenses" referenced on Exhibit "A."
ARTICLE 5. OBLIGATIONS OF CONSULTANT
A. Tools and Instrumentalities
CONSULTANT shall supply all tools and instrumentalities required to perform the services
under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase
or rent any tools, equipment or services from CITY.
B. Workers' Compensation
CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S
employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and
indemnify CITY, its officers, representatives, agents and employees from and against any and all
claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses,
including without limitation reasonable attorneys' fees, arising out of any injury, disability, or
death of any of CONSULTANT'S employees.
C. Indemnification of Liability, Duty to Defend
1. As to professional liability, to the fullest extent permitted by law,
CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be
unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents
and employees against any and all suits, damages, costs, fees, claims, demands, causes of action,
losses, liabilities and expenses, including without limitation attorneys' fees, to the extent arising
or resulting directly or indirectly from any willful or negligent acts, errors or omissions of
CONSULTANT or CONSULTANT'S assistants, employees or agents, including all claims
relating to the injury or death of any person or damage to any property.
2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall
defend, through counsel approved by CITY (which approval shall not be unreasonably withheld),
indemnify and hold harmless CITY, its officers, representatives, agents and employees against
any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and
expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly
from any act or omission of CONSULTANT or CONSULTANT'S assistants, employees or
agents, including all claims relating to the injury or death of any person or damage to any
property.
D. Insurance
In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to
CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability
Insurance on a per occurrence basis, including coverage for owned and non -owned automobiles,
with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages
due to bodily injury, sickness or disease, or death to any person, and damage to property,
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including the loss of use thereof, and (b) Professional Liability Insurance (Errors & Omissions)
with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate;
provided however, Professional Liability Insurance written on a claims made basis must comply
with the requirements set forth below. Professional Liability Insurance written on a claims made
basis (including without limitation the initial policy obtained and all subsequent policies
purchased as renewals or replacements) must show the retroactive date, and the retroactive date
must be before the earlier of the effective date of the contract or the. beginning of the contract
work. Claims made Professional Liability Insurance must be maintained, and written evidence
of insurance must be provided, for at least five (5) years after the completion of the contract
work. If claims made coverage is canceled or non - renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the earlier of the effective date of the
contract or the beginning of the contract work, CONSULTANT must purchase so called
"extended reporting" or "tail" coverage for a minimum of five (5) years after completion of
work, which must also show a retroactive date that is before the earlier of the effective date of
the contract or the beginning of, the contract work. As a condition precedent to CITY'S
obligations under this Agreement, CONSULTANT shall furnish written evidence of such
coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive
Liability insurance policy referred to in (a) immediately above via a specific endorsement) and
requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in
policy terms.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONSULTANT under this Agreement may be assigned or subcontracted by
CONSULTANT without the prior written consent of CITY, which CITY may withhold in its
sole and absolute discretion.
F. State and Federal Taxes
As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying
all required state and federal taxes. Without limiting the foregoing, CONSULTANT
acknowledges and agrees that:
• CITY will not withhold FICA (Social Security) from CONSULTANT'S
payments;
• CITY will not make state or federal unemployment insurance contributions on
CONSULTANT'S behalf;
• CITY will not withhold state or federal income tax from payment to
CONSULTANT;
• CITY will not make disability insurance contributions on behalf of
CONSULTANT;
• CITY will not obtain workers' compensation insurance on behalf of
CONSULTANT.
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ARTICLE 6. OBLIGATIONS OF CITE'
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONSULTANT'S duties under this Agreement.
B. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONSULTANT. Such assignment shall not release
CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of Consultant's Business/ Death of Consultant.
CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later
than thirty (30) days prior to any such sale. CITY shall have the option of terminating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY
termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after
CITY' receipt of such notice of sale.
If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated
upon death of CONSULTANT.
B. Termination by City for Default of Consultant
Should CONSULTANT default in the performance of this Agreement or materially breach any
of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written
notification to CONSULTANT. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
1. CONSULTANT'S failure to professionally and /or timely perform any of the
services contemplated by this Agreement.
2. CONSULTANT'S breach of any of its representations, warranties or covenants
contained in this Agreement.
CONSULTANT shall be entitled to payment only for work completed in accordance with the
terms of this Agreement through the date of the termination notice, as reasonably determined by
CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for
the tasks described on Exhibit C" which have been fully, competently and timely rendered by
CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONSULTANT'S default in the performance of this Agreement or material breach by
CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY
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may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any
and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope
of work as described in this Agreement, to the extent such costs and expenses exceed the
amounts CITY would have been obligated to pay CONSULTANT for the performance of that
task pursuant to this Agreement.
C. Termination for Failure to Make Agreed -Upon Payments
Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article
4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default
under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this
Agreement if such default is not remedied by CITY within thirty (30) days after demand for such
payment is given by CONSULTANT to CITY.
D. Transition after Termination
Upon termination, CONSULTANT shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONSULTANT shall
cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in
connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done
toward completion of the services required hereunder, and shall act in such a manner as to
facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the
CITY to complete such services.
ARTICLE 8. GENERAL PROVISIONS
A. Amendment & Modification
No amendments, modifications, alterations or changes to the terms of this Agreement shall be
effective unless and until made in a writing signed by both parties hereto.
B. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONSULTANT shall comply fully with all
applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current
form and as it may be amended from time to time. CONSULTANT shall also require such
compliance of all subcontractors performing work under this Agreement, subject to the
prohibition against assignment and subcontracting contained in Article 5 above. The
CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the
CITY OF GILROY, its officers, employees, agents and representatives from and against all suits,
claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees,
including without limitation reasonable attorneys' fees, that may arise out of any violations of
the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or
representatives of either.
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C. Attorneys' Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce
or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable
attorneys' fees, which may be set by the court in the same action or in a separate action brought
for that purpose, in addition to any other relief to which that party may be entitled.
D. Captions
The captions and headings of the various sections, paragraphs and subparagraphs of the
Agreement are for convenience only and shall not be considered nor referred to for resolving
questions of interpretation.
E. Compliance with Laws
The CONSULTANT shall keep itself informed of all State and National laws and all municipal
ordinances and regulations of the CITY which in any manner affect those engaged or employed
in the work, or the materials used in the work, or which in any way affect the conduct of the
work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or
authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the
provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or
subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for
goods or services to refrain from discriminatory employment or subcontracting practices on the
basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant
for employment, or any potential subcontractor.
F. Conflict of Interest
CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any
public agency interested in this Agreement has any pecuniary interest in the business of
CONSULTANT and that no person associated with CONSULTANT has any interest that would
constitute a conflict of interest in any manner or degree as to the execution or performance of
this Agreement.
G. Entire Agreement
This Agreement supersedes any and all prior agreements, whether oral or written, between the
parties hereto with respect to the rendering of services by CONSULTANT for CITY and
contains all the covenants and agreements between the parties with respect to the rendering of
such services in any manner whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which are not embodied herein, and that no
other agreement, statement or promise not contained in this Agreement shall be valid or binding.
No other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
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H. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of
California without regard to the conflict of laws provisions of any jurisdiction. The exclusive
jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and
federal courts located in Santa Clara County, California.
I. Notices
Any notice to be given hereunder by either party to the other may be effected either by personal
delivery in writing or by mail, registered or certified, postage prepaid with return receipt
requested. Mailed notices shall be addressed to the parties at the addresses appearing in
Exhibit "A ", Section V.H. but each party may change the address by written notice in
accordance with this paragraph. Notices delivered personally will be deemed delivered as of
actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing.
J. Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
K. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
L. Waiver
CONSULTANT agrees that waiver by CITY of any one or more of the conditions of
performance under this Agreement shall not be construed as waiver(s) of any other condition of
performance under this Agreement.
Executed at Gilroy, California, on the date and year first above written.
CONSULTANT:
EOA, INC.
By:
J
y
Name: Ray C6ebel
Title: Vice 'resident - Operations
Social Security or Taxpayer
Identification Number 94- 2977419
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CITY:
CITY OF GILROY
By:
N e: Girum Awoke
Title: Director of Public Works
Approved as to Form
1
City Attorney ~
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ATTEST:
City Clerk
Approved as to Form
City Attorney
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EXHIBIT "A"
SPECIFIC PROVISIONS
L PROJECT MANAGER
CONSULTANT shall provide the services indicated on the attached Exhibit "B ", Scope of
Services ( "Services "). (All exhibits referenced are incorporated herein by reference.) To
accomplish that end, CONSULTANT agrees to assign Bonnie de Berry, who will act in the
capacity of Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision and expertise to perform all operations necessary and required to complete the
Services in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED /COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written
"Notice to Proceed ", which Notice to Proceed shall be in the form of a written communication
from designated City contact person(s). Notice to Proceed may be in the form of e -mail, fax or
letter authorizing commencement of the Services. For purposes of this Agreement, Tanya
Carothers shall be the designated City contact person(s). Notice to Proceed shall be deemed to
have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided
in the Section V.H. ( "Notices ") of this Exhibit "A ".
B. COMPLETION OF SERVICES
When CITY determines that CONSULTANT has completed all of the Services in accordance
with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final
Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT
may request this determination of completion when, in its opinion, it has completed all of the
Services as required by the terms of this Agreement and, if so requested, CITY shall make this
determination within two (2) weeks of such request, or if CITY determines that CONSULTANT
has not completed all of such Services as required by this Agreement, CITY shall so inform
CONSULTANT within this two (2) week period.
III. PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit "C ".
IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement.
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Direct expenses are charges and fees not included in Exhibit "B ". CITY shall be obligated to
pay only for those direct expenses which have been previously approved in writing by CITY.
CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct
expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONSULTANT represents and warrants that it has the qualifications, skills and licenses
necessary to perform the Services, and its duties and obligations, expressed and implied,
contained herein, and CITY expressly relies upon CONSULTANT'S representations and
warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such
Services and duties in conformance to and consistent with the standards generally recognized as
being employed by professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well - organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
B. RESPONSIBILITY OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY'S review, acceptance or payment for any of the Services shall not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
CITY, through its authorized employees, representatives or agents, shall have the right, at any
and all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any
and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT
shall maintain for a minimum period of three (3) years (from the date of .final payment to
CONSULTANT), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all
charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at
the CITY's offices within five (5) business days after CITY's request.
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D. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONSULTANT and all other written and oral
information developed or received by or for CONSULTANT and all other written and oral
information submitted to CONSULTANT in connection with the performance of this Agreement
shall be held confidential by CONSULTANT and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to
an entity not connected with the performance of the such Services. Nothing furnished to
CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally
known to the related industry (other than that which becomes generally known as the result of
CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not
use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under
this Agreement in any magazine, trade paper, newspaper or other medium without the express
written consent of CITY.
E. NO PLEDGING OF CITY'S CREDIT.
Under no circumstances shall CONSULTANT have the authority or power to pledge the credit
of CITY or incur any obligation in the name of CITY.
F. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may
retain and use copies thereof subject to Section V.D of this Exhibit "A ".
CITY shall not be limited in any way in its use of said material at any time for any work,
whether or not associated with the City project for which the Services are performed. However,
CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from,
damages resulting from the use of said material for work other than PROJECT, including, but
not limited to, the release of this material to third parties for work other than on PROJECT.
G. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
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H. NOTICES.
Notices are to be sent as follows:
CITY: Jorge Duran
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Ray Goebel
EOA, Inc.
1410 Jackson Street
Oakland, CA 94612
1. FEDERAL FUNDING REQUIREMENTS.
❑ If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements of this Section V.I. apply.
® If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.I. do not apply.
1. DBE Program
CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable
cost for individual items.
3. Covenant against Contingent Fees
The CONSULTANT warrants that he /she has not employed or retained any company or person,
other than a bona fide employee working for the CONSULTANT, to solicit or secure this
Agreement, and that he /she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Local Agency shall have the right to annul this
Agreement without liability or, at its discretion, to deduct from the agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift or contingent fee.
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EXHIBIT "B"
SCOPE OF SERVICES
To view the Scope of Services, please see the following pages.
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1W14Wa11ra11-1_____ I
,1101ma
Environmental and Public Health Engineering
TO: Tanya Carothers, City of Gilroy
FROM: Bonnie de Berry (EOA)
DATE: October 26, 2017
SUBJECT: Including City of Gilroy in Bacteria Monitoring Plan and Related Implementation
This memorandum is in response to your request to consider costs and logistics associated with updating the
South Santa Clara County and City of Morgan Hill Bacteria TMDL Monitoring Plan for the Pajaro River
Watershed (dated June 30, 2015) to include the City of Gilroy, and including City of Gilroy in Monitoring
Plan implementation.
SCOPE OF SERVICES
There are five subtasks that should be considered. Budget estimates and details are discussed below.
• Update Monitoring Plan
• Conduct field and laboratory work
• Update geodatabase
• Prepare Monitoring Reports
• On -call services
Task 1. Update Monitoring Plan
The South Santa Clara County and City of Morgan Hill Bacteria TMDL Monitoring Plan for the Pajaro River
Watershed (dated June 30, 2015) (Monitoring Plan) will be updated to include the City of Gilroy. The
Gilroy Plan (dated October 2015) and Gilroy's Monitoring Reports will be carefully reviewed for
consistency with the Monitoring Plan and critical elements that differ will be added. The primary additions
to the Monitoring Plan will include:
• The Geographic and Demographic Setting section will be expanded to include Gilroy land use
and water body features.
• The Wasteload Allocation Attainment Plan (WAAP) section will be updated to reflect current
WAAPs and recent monitoring conducted by Gilroy, Morgan Hill, and the County, including
microbial source tracking (MST) results.
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CAUsers\JoellDownloads \Gilroy monitoring scope 10- 26- 17.docx
July 6, 2017
• Gilroy receiving water stations will be added to the plan. It is our understanding that the Gilroy
outfall stations will no longer be included.
• The Monitoring Plan is currently limited to fecal indicator bacteria (FIB). We will work with all
parties to decide whether the additional parameters that Gilroy monitors (nutrients and field
measurements) should be continued.
• The Monitoring Plan schedule (i.e., 5 weekly wet season samples and 5 weekly dry season
samples) will be maintained. The additional storm samples included in the Gilroy Plan will be
dropped.
• MST sampling will no longer be conducted.
A draft version of the updated Monitoring Plan will be submitted to Gilroy, Morgan Hill, and the County
for review. Upon receipt of comments, the updated Monitoring Plan will be finalized. It is recommended
that all parties inform Regional Water Board staff of the changes and update the WAAPs accordingly.
Regional Water Board communications and WAAP updates are not included in the budget.
Cost: $16,300
Schedule: Draft updated Monitoring Plan (January 2018), Final updated Monitoring Plan (February 2018).
(Field monitoring may begin prior to finalizing the Monitoring Plan, provided all parties are in agreement
regarding the station locations and list of constituents.)
Task 2. Conduct Field and Laboratory Work
The four Gilroy receiving water stations will be sampled concurrently with the seven stations already
included in the Monitoring Plan. Samples are collected weekly during 5 consecutive weeks in the wet
season and 5 consecutive weeks in the dry season for a total of 10 sample events. It is anticipated that this
effort will increase the field days by approximately two hours. Adding four stations to the Monitoring Plan
will increase the number of field duplicates and field blanks that are required to meet the goal of ten
percent. Costs are estimated for FIB only. If additional parameters are desired, costs will increase.
Labor Cost: $6,700
Laboratory Cost (FIB only): $5,430
Schedule: 10 sample events (5 weeks during wet season, 5 weeks during dry season)
Task 3. Update Geodatabase
One of the goals of the Monitoring Plan is to identify locations where specific bacteria sources are present.
Therefore, the Monitoring Plan includes development of a Bacteria TMDL GIS Database that will be useful
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in identifying potential sources of FIB and the likelihood that the sources will enter the MS4. Several GIS
layers have already been compiled and /or developed for Morgan Hill and the County. These layers will
be expanded to include Gilroy. Layers include:
• County Assessor Parcel Records /Land Use
• Creeks
• Outfalls and their Catchments
• Storm Drainage System
• Sanitary Sewer System
• Livestock Manure
• Septic Systems
• Direct Human Waste
• Pet Waste
• Wildlife
Cost: $5,900
Schedule: completed by June 30, 2018 (field monitoring is not contingent upon completion of this task)
Task 4. Prepare Monitoring Reports
EOA prepares annual Monitoring Reports that serve as a key element to the annual TMDL Status Reports
required by Provision E.15 of the Phase II Permit. The Monitoring Reports compile data collected over the
prior year, compare FIB densities to numeric wasteload allocations, track long -term trends, and present
updates to the geodatabase. Adding Gilroy data to the annual Monitoring Reports will increase the level
of effort associated with this task.
A draft version of the annual Monitoring Report will be submitted to Gilroy, Morgan Hill, and the County
for review. Upon receipt of comments, the annual Monitoring Report will be finalized. Note that
development of the TMDL Status Report is not part of this task.
Cost: $10,400
Schedule: draft Monitoring Report (September 2018), final Monitoring Report (October 2018) (this task
can be budgeted in FY 2018/19)
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July 6, 2017
Task 5. On -Call Services
We recommend that the City of Gilroy authorize a budget of $5,000 for on -call services related to
compliance with the Phase II Permit. For example, Gilroy may wish for assistance with trash assessment
protocols. Details of this task can be developed as needs arise.
Cost: $5,000
Schedule: to be determined
COMPENSATION
Task
Description
Budget
1
Update Monitoring Plan
$16,300
2
Conduct Field and Laboratory Work
$121130
3
Update Geodatabase
$5,900
4
Prepare Monitoring Reports
$10,400
5
On -Call Services
$5,000
TOTAL BUDGET
$49,730
EOA will perform these services on a time and expense reimbursement basis, up to the above total budget
amount, according to the attached 2017 Fee Schedule, and will not exceed the total budget without prior
authorization by the City of Gilroy.
The project manager will be Bonnie de Berry, CPSWQ (Managing Scientist 1) with support from Chris
Sommers (Managing Scientist III), Stefan Grozev (Associate Scientist III), and other EOA staff if needed.
EOA will invoice services on a time and expense reimbursement basis and submit monthly invoices to the
City. Payment shall be net 30 days. Reimbursable expenses will be billed at cost plus 10 percent.
Please contact Bonnie de Berry at 510- 832 -2852 X.1 23 if you have any questions.
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CAUsers \Joel \Downloads \Gilroy monitoring scope 10- 26- 17.docx
u(
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Environmental and Public Health Engineering
2017 FEE SCHEDULE
The following fee schedule covers personnel rates for EOA, Inc. staff.
Our charges are divided into two categories: personnel, and direct expenses. A new fee schedule is issued at the
beginning of each year. Charges for all work, except where other arrangements have been made, are based on the new
schedule of charges.
PERSONNEL
Personnel charges are for any technical, clerical or administrative work necessary to perform the project. Work tasks
include geologic and environmental consulting, engineering and computer services, regulatory liaison, and report
preparation. Personnel rates are as follows:
Personnel Category Hourly Rates
Principal Engineer ........................................... ............................... $263
Managing Engineer /Scientist III ...................... ............................... $255
Managing Engineer /Scientist II ....................... ............................... $242
Managing Engineer /Scientist I ........................ ............................... $231
Senior Engineer /Scientist III — Project Leader ............................... $212
Senior Engineer /Scientist/Planner II ................ ............................... $194
Senior Engineer /Scientist /Planner I ................. ............................... $178
Associate Engineer /Scientist III ...................... ............................... $169
Associate Engineer /Scientist I1 ........................ ............................... $160
Associate Engineer /Scientist I ......................... ............................... $137
Technician....................................................... ............................... $108
Clerical /Computer Data Entry ......................... ............................... $76
Charges for professional services are in increments of one quarter -hour. Depositions /legal testimony charged portal -to-
portal, at 200% of standard rates, with a four -hour minimum charge. In accordance with California Civil Procedure
2037.7, where applicable, the minimum fee must be paid prior to commencement of testimony. Preparation for court
cases is charged on a time - and - materials basis as outlined in this fee schedule.
DIRECT EXPENSES
Reimbursement for expenses directly related to services provided will be charged at cost plus 10 %. Examples
of such direct expenses include:
• Costs of sub - consultants or subcontractors
• Costs of special fees (insurance, permits, etc.)
• Costs of long- distance telephone, copying, drafting, blueprints, etc. (EOA copies charged at $0.10
each for B &W, $0.35 each for color. Large format $0.15 /sq ft for B &W, $0.50 /sq ft for color)
• Costs of color map production supplies (color ink and large format paper)
• Costs or rental of special equipment
• Costs of authorized travel outside Bay Area
• Automobile mileage directly related to services, at current IRS rate (2017 rate is $0.535 /mile)
INVOICES
Invoices are prepared and submitted on a monthly basis, as either final or progress billings and are payable
upon receipt unless prior arrangements have been made. Interest of 1 -1/2% per month, or the maximum rate
allowed by law, is payable on accounts not paid within 30 days.
EOA, Inc. 0 1410 Jackson Street + Oakland, CA 94612 ® Tel: (510) 832 -2852 ® Fax: (510) 832 -2856
EXHIBIT "C"
MILESTONE SCHEDULE
Update Monitoring Plan: Draft Monitoring Plan will be completed in January 2018. Final
Monitoring Plan will be completed in February 2018.
Conduct Field and Lab Work: 10 sample events will be evaluated including five weeks in the wet
season and five weeks in the dry season. Actual sampling dates will be dependent on weather.
Update Geodatabase: Updates to the Geodatabase will be completed by June 30, 2018.
Prepare Monitoring Reports: Draft Monitoring Report will be completed in September 2018.
Final Monitoring Report will be completed in October 2018.
4835 - 2267 -03610
LAC104706083
EXHIBIT "D"
AYMENT SCHEDULE
To view the Payment Schedule, please see the following page.
4835 - 2267 -03610
LAC104706083
Environmental and • •
2017 FEE SCHEDULE
The following fee schedule covers personnel rates for EOA, Inc. staff.
Our charges are divided into two categories: personnel, and direct expenses. A new fee schedule is issued at the
beginning of each year. Charges for all work, except where other arrangements have been made, are based on the new
schedule of charges.
PERSONNEL
Personnel charges are for any technical, clerical or administrative work necessary to perform the project. Work tasks
include geologic and environmental consulting, engineering and computer services, regulatory liaison, and report
preparation. Personnel rates are as follows:
Personnel Category Hourly Rates
Principal Engineer ........................................... ...............................
$263
Managing Engineer /Scientist III ...................... ...............................
$255
Managing Engineer /Scientist II ....................... ...............................
$242
Managing Engineer /Scientist I ........................ ...............................
$231
Senior Engineer /Scientist III — Project Leader ...............................
$212
Senior Engineer /Scientist /Planner II ................ ...............................
$194
Senior Engineer /Scientist/Planner I ................. ...............................
$178
Associate Engineer /Scientist III ...................... ...............................
$169
Associate Engineer /Scientist II ........................ ...............................
$160
Associate Engineer /Scientist I ......................... ...............................
$ 137
Technician....................................................... ...............................
$108
Clerical/Computer Data Entry ......................... ...............................
$76
Charges for professional services are in increments of one quarter -hour. Depositions /legal testimony charged portal -to-
portal, at 200% of standard rates, with a four -hour minimum charge. In accordance with California Civil Procedure
2037.7, where applicable, the minimum fee must be paid prior to commencement of testimony. Preparation for court
cases is charged on a time - and - materials basis as outlined in this fee schedule.
DIRECT EXPENSES
Reimbursement for expenses directly related to services provided will be charged at cost plus 10 %. Examples
of such direct expenses include:
• Costs of sub - consultants or subcontractors
• Costs of special fees (insurance, permits, etc.)
• Costs of long- distance telephone, copying, drafting, blueprints, etc. (EOA copies charged at $0.10
each for B &W, $0.35 each for color. Large format $0.15 /sq ft for B &W, $0.50 /sq ft for color)
• Costs of color map production supplies (color ink and large format paper)
• Costs or rental of special equipment
• Costs of authorized travel outside Bay Area
• Automobile mileage directly related to services, at current IRS rate (2017 rate is $0.535 /mile)
INVOICES
Invoices are prepared and submitted on a monthly basis, as either final or progress billings and are payable
upon receipt unless prior arrangements have been made. Interest of 1 -1/2% per month, or the maximum rate
allowed by law, is payable on accounts not paid within 30 days.
EOA, Inc. ® 1410 Jackson Street 4 Oakland, CA 94612 - Tel: (510) 832 -2852 - Fax: (510) 832 -2856