HomeMy WebLinkAboutSchaaf & Wheeler - Dam Evaluation (2018)AGREEMENT FOR SERVICES
DeBell Dam Inundation Study 18-RFP-PW-415
This AGREEMENT made this 14 day of November, 2018 between:
CITY: City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Schaaf & Wheeler Consultina Civil Enaineers, having a principal place
of business at 1171 Homestead Rd., Ste. 255, Santa Clara, CA 95050.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on 11/28/18 and will continue in effect through Julv 31,
2019 unless terminated in accordance with the provisions of Article 7 of this Agreement.
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 and
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". In no event however shall the total
compensation paid to CONSULTANT exceed $27,000 (-10% Continiaencv).
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 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,
including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions)
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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 CITY
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.I., 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 satisfactorily completed 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 may have, CONSULTANT shall
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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 arid 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 use due professional care to
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 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.
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
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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.I. 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.
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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:
Schaaf & Wheeler Consulting Civil
Engineers
By:
Name: aniel J.
e: Vice Pres
Social Security or Taxpayer
Identification Number 77-0061375
Approved as to Form
71, -
City Attorney
CITY:
CITY OF GILROY
By: Pvl6�d
N Girum Awo e
Title: Director of Public Works
City uierx
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EXHIBIT "A"
SPECIFIC PROVISIONS
I. 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 Daniel J. Schaaf, 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 satisfactorily
complete the Services required herein.
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, Faranak
Mandavi 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.I. ("Notices") of this Exhibit "A".
B. COMPLETION OF SERVICES
When CITY determines that CONSULTANT has satisfactorily completed all of the Services,
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 satisfactorily completed all of the Services and, if so
requested, CITY shall make this determination within two (2) weeks of such request, or if CITY
determines that CONSULTANT has not satisfactorily completed all of such Services, 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. CONSULTANT'S SERVICES TO BE APPROVED BY A REGISTERED
PROFESSIONAL ENGINEER
All civil (including structural and geotechnical) engineering plans, calculations, specifications
and reports shall be prepared by, or under the responsible charge of, a licensed civil engineer and
shall include his or her name and license number. Interim documents shall include a notation as
to the intended purpose of the document, such as "preliminary" or "for review only." All civil
engineering plans and specifications that are permitted or that are to be released for construction
shall bear the signature and seal of the licensee and the date of signing and sealing or stamping.
All final civil engineering calculations and reports shall bear the signature and seal or stamp of
the licensee, and the date of signing and sealing or stamping.
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.
C. 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. 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
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applicable law for all damages to CITY caused by CONSULTANT'S negligent performance of
any of the services furnished under this Agreement.
D. 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.
E. 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.
F. 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.
G. 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.E 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.
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H. 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.
I. . NOTICES.
Notices are to be sent as follows:
CITY: Faranak Mandavi
Senior Engineer
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT: Daniel J. Schaaf
Proiect Manaver
870 Market Street, Ste. 1278
San Francisco, CA 94102
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.J. 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.J. do not apply.
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
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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
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SCOPE OF SERVICES
Task 1: Field Review and Data Collection
1.1 Site Visit and Data Collection
Engineers will visit the dam and downstream areas to collect data on significant
structures within the potential zone of inundations. They will evaluate the dam to determine
appropriate dam breach parameters. Engineers will assess the potential hazard of the dam failure
on the downstream population centers. Furthermore, they will collect data on bridge crossings to
determine bridge forms. They will note and collect information on all road crossings and
habitable structures downstream of each dam. The data gathered during field investigations will
be used in the models, inundation maps, and technical reports.
1.2 Review of Available Studies and Data
Engineers will complete a thorough review of available studies completed and data
available for the dam. This includes review of:
i. Department of Water Resources Division of Safety of Dams (DSOD) guidelines
and regulations
ii. Governor's Office of Emergency Service, California Code of Regulations - Title
19, Chapter 2, Subchapter 4 (CAL OES) regulations along with other state and federal
regulations such as FERC, NWS, and USACE;
iii. Federal Guidelines for Inundation Mapping of Flood Risks Associated with Dam
Incidents and Failure, FEMA P-946, July 2013
iv. The City records, reports, inspections, and maps for the dam, and
V. Available data including LiDAR, historical gage data, geotechnical data (such as
soils and foundation coring), land cover data, aerial photography
1.3 Consultation with City Staff
Engineers will consult with the City staff on:
Any additional hydrology or hydraulic information that might be required for
analyses.
• On appropriate cross sections and structural features for inclusion in the dam
break models and inundation maps. These features are used for determining timing and depth of
flooding at any given location which can be used by emergency responders to identify any
downstream hazard.
Task 2: Dam Breach Analyses
2.1 Dam Breach Analyses: Breach Parameters and Failure Assumptions
2.1.1 Determination of Breach Parameters
Engineers will determine breach parameters for each dam based on failure mechanism.
The dam breach parameters will be estimated by comparing the dam to historically similar dam
failures, using field data, regression equations, and utilization of velocity vs. erosion rates. These
estimates will be refined using previous studies, site specific information, structural, and
geotechnical analyses while coordinating with the City staff. Breach parameters include:
i. Location of breach
ii. Breach width
iii. Bottom of breach
iv. Side slope of breach
V. Full formation time of breach
vi. Failure mode
A final set of worst case breach parameters will be developed based on the available
geotechnical information, empirical relationships, and sensitivity analysis. This includes
reviewing guidelines from DSOD, CAL OES, USACE, FERC, NWS, and FEMA.
2.1.2 Dam Failure Assumptions
The failure scenario shall employ a complete and nearly instantaneous loss of the dam,
and utilize breach parameters as described in FEMA P-946 (2013). The geographic extent of the
model simulation. shall terminate in accordance with FEMA P-946 (2013). Engineers will work
with the City staff to establish the most appropriate dam failure assumptions. Several factors
come into play when determining failure mode as to whether the dam will fail from piping or
overtopping. This includes taking into account:
Dam type - earthen/rockfill or concrete.
• Site geology and local foundation conditions to ascertain the geotechnical
character of the basins.
• Initial reservoir water surface elevation based on reservoir operation for the frill
pool condition.
A final set of worst case breach parameters will be developed based on the available
geotechnical information, empirical relationships, and sensitivity analysis. In general, the
complete and nearly instantaneous loss of the dam generally results in the worst inundation area.
Assumptions and/or Constraints
Constraint
Determining mechanism of dam failure
Inflow hydrograph
Initial basin water surface elevation
Location of failure
Breach parameters:
- Breach width
- Side slope of breach
- Full formation time of breach
Assumption
Piping or overtopping failure
Assume no flood conditions
Full pool elevation (at capacity) per DSOD
operating certificate
Centerline of basin near outlets
Complete and instantaneous loss of dam
Task 2.2 Dam Break Inundation Study and Map Preparation
2.2.1 Terrain Collection and Preparation
This task involves terrain collection and preparation. Using USGS LiDAR of the study
area, the data will be processed into a digital terrain model (DTM). Using the DTM topography
will be assessed in the study area, delineate the watershed, and determine locations of critical
interest.
2.2.2 Development of Boundary Conditions
Storage -elevation curve will be developed, full pool reservoir elevation will be set, and
reservoir operations will be configured for the full pool condition. The downstream boundary
condition will be set where the floodwave is attenuated such that it is either absorbed by a large
body of water or contained in the main channel.
2.2.3 Development of HEC-RAS Models
Engineers will develop dynamic flood models in HEC-RAS for each dam which includes:
Configuring dam and cross section data,
ii. Modeling bridge and culvert crossings along with any levees,
iii. Configuring tributaries and downstream storage.
The channels will be modeled as one-dimensional components with the overbank areas
modeled as two-dimensional flow areas. Construction drawings, topographic maps, and site
reviews will help guide in determining cross-section locations and generating cross-section cuts.
Along with developing the geometric features of the models, engineers will determine
parameters such as Manning's `n' for river reaches and overbank areas, expansion/contraction
coefficients for the cross sections, weir coefficients, entrance/exit loss coefficients for
culvert/bridges, and any other necessary information.
Using these models, engineers will run dam break scenario for the full pool condition.
Floodwave will be routed until the floodwaters become less than one foot above the elevation
existing before dam failure and the water velocity is less than 8.8 feet per second per CAL OES
requirements. Results such as peak discharge and floodwave travel time will be verified using
the equations outlined in the FERC, USACE, NWS, and CAL OES guidelines.
2.2.4 Sensitivity Analyses
As part of the sensitivity analyses breach parameters will be varied to determine the
impact on results. Engineers will work with the City to determine which parameters engineers
will investigate further. Breach parameters include 1) Location of breach, 2) Breach width, 3)
Bottom of breach, 4) Side slope of breach, 5) Full formation time of breach, and 6) Failure
model. Water surface elevation profiles from the two scenarios above to the baseline scenario
will be compared.
2.2.5 Quality Control and Quality Assurance
Formal and informal quality control throughout the project will occur through an internal
technical review process. All calculations, work products, and deliverables will be reviewed in
detail and documented in comment/response forms. For QA/QC engineers will review HEC-
RAS models, breach flow hydrographs, water surface profiles, and breach flow travel times.
2.2.6 Development of Draft Inundation Maps
ArcGIS will be used to map the dam break flood to show the flood extent and flow
depths. Maps will be developed in GIS based .on the California Code of Regulations, and
DSOD, CAL OES, and FEMA guidelines. Two separate maps will be developed for each map
that depict flood wave arrival time and deflood time. Both these maps will contain:
i. Inundation Zones: The maps will depict areas inundated under flows from dam
failure when the reservoir is operating at the full pool level. This will also show depth grids with
discrete categories of max flood wave depths.
ii. Cross Section Information:
a) Distance of cross section downstream of the dam
b) Travel times of dam break flow waves
c) Expected peak water surface elevations
d) Incremental rises in water levels
e) Peak discharges
f) Deflooding time
iii. Background Information: This includes a map index, antecedent flow conditions,
water surface profiles, written descriptions clarifying unusual conditions, and the accuracy and
limitations of the information.
These maps will be based on a USGS quadrangle topographical map with a minimum
scale of 1:24,000. An inset block on the face of the map will depict an arrow indicating north, a
scale segmented to show the appropriate foot distances, a vicinity map of jurisdiction affected by
the inundation maps, along with the requirements outlined in the DSOD, CAL OES, and FEMA
documents. A geodatabase of the shapefiles used to develop the maps will be provided as well.
time
Digital files of maps and supporting GIS shapefiles will be provided, which will include:
Vector files of the inundation area boundary
Raster files of flood wave arrival time, max depth, peak velocity, and deflood
Cross section information
Task 2.3 Preparation of Draft Technical Reports
2.3.1 Draft Dam Break Inundation Reports
Per the California Code of Regulations, a draft technical report for each dam will be
developed that summarizes the project, the approach, assumptions, methods, and results of the
dam break study. This report will be compliant with DSOD and CAL OES guidelines.
Some requirements from CAL OES for the technical study include:
i. Identifying the hydrologic, meteorological, and topographical data affecting the
dam site, downstream area and floodwater routing.
ii. Describing the engineering character of the dam.
iii. Graphical representations of the flood hydrograph, reservoir storage elevation
curve, cross section plots, and dam break hydrographs.
dam.
iv. Using worst case breach parameters based on complete and instantaneous loss of
V. Employing dynamic flood models
vi. Identifying the modeling methodology.
vii. Identifying the downstream hazard potential.
2.3.2 Submission of Draft Technical Study Report and Inundation Maps
Copies of the draft report and inundation maps for each dam will be submitted to the City
for review. Engineers will work with the City to integrate any comments into the draft report.
Deliverables: Draft Technical Studies, Inundation Maps, Models, and GIS Files
Task 2.4: Preparation of Final Technical Studies and Set of Final Inundation Maps
for DSOD
2.4.1 Technical Study Report and Inundation Maps - DSOD: Based on Comments
from The City
After the review by the City, the technical reports and inundation maps will be updated
and finalized for DSOD and CAL OES submittal, review, and approval.
If the City recommends changes outside of DSOD and CAL OES, cost estimates for
making these changes will be developed.
2.4.2 Integrate Comments from DSOD and CAL OES
Engineers will integrate one set of comments from DSOD and CAL OES for each dam,
and update the reports and inundation maps. Inundation maps and technical studies have to be
approved by DSOD before the EAP can be finalized and submitted to DSOD and CAL OES.
2.4.3 Final Deliverables
Once the technical studies and inundation maps have been approved by the City, DSOD,
and Cal OES, the following will provide to the City for each dam:
• Final Report
• Reproducible Inundation Maps (PDF or TIF)
• Model Files
• GIS Shapefiles and .MXDs
All data submitted will be projected in Alber's equal Area Conic Projection. The
georeferenced electronic data files will be horizontally accurate to +/-40 feet in order to comply
with National Map Standards.
Deliverables: Final Technical Studies, Inundation Maps, Models, and GIS Files
Task 3: Administrative Services
Task 3.1: Project Management
Project manager will oversee:
• Specific quality assurance and quality control (QA/QC) measures are employed
• Prepare monthly project invoices,
• Prepare both project status and final reports, as necessary, and
• Communicate and correspond as necessary with the City's Project Engineer on
project and administrative issues.
• Manage budget and be in charge of cost control.
Task 3.2 Meetings
At the project kick-off meeting, the project goals and objectives, roles and responsibilities,
project approach, schedule, communications and correspondence protocol will be discussed. The
Project Manager will prepare action item lists, decision logs, meeting agendas, and meeting
minutes.
EXHIBIT "C"
MILESTONE SCHEDULE
A A A r 971A_'l2AF��1 7
_1_
ID Task
Name
Duration
Start
Finish
1
Kick-off Meeting
0 days
Mon 12/3/18
Mon 12/3/18
2
1. Review Previous Studies
5 days
Mon 12/3/18
Fri 12/7/18
3
1.1. Site Visit and Data Collection
5 days
Mon 12/3/18
Fri 12/7/18
4
1.2. Review of Available Studies and Data
5 days
Mon 12/3/18
Fri 12/7/18
5
2. Dam Break Inundation Study and Map Preparation
78 days
Mon 12/10/18 Wed 3/27/19
6
2.1 Breach Analyses
5 days
Mon 12/10/18 Fri 12/14/18
7
2.1.1. Determination of Breach Parameters
5 days
Mon 12/10/18
Fri 12/14/18
8
2.1.2. Dam Failure Assumptions/Breach Parameters
5 days
Mon 12/10/18
Fri 12/14/18
9
2.2 Dam Break Models and Map Preparation
41 days
Mon 12/10/18 Mon 2/4/19
10
2.2.1. Terrain Collection/Preparation
3 days
Mon 12/10/18
Wed 12/12/1f
11
2.2.2. Development of Boundary Conditions
3 days
Thu 12/13/18
Mon 12/17/1f
12
2.2.3. Development of HEC-RAS Models
20 days
Tue 12/18/18
Mon 1/14/19
13
2.2.4. Sensitivity Analyses
5 days
Tue 1/15/19
Mon 1/21/19
14
2.2.5. QAQC of Models and Data
4 days
Tue 1/22/19
Fri 1/25/19
15
2.2.6. Development of Inundation Maps and GIS
10 days
Tue 1/22/19
Mon 2/4/19
16
2.3. Preparation of Draft Technical Reports
29 days
Tue 1/22/19
Fri 3/1/19
17
2.3.1. Draft Dam Inundation Reports
15 days
Tue 1/22/19 .
Mon 2/11/19
18
2.3.2. Submission of Draft Reports to City
3 days
Tue 2/12/19
Thu 2/14/19
19
Deliverable Draft Technical Reports
1 day
Fri 2115119
Fri 2115119
20
City Review of Draft Report
10 days
Mon 2/18/19
Fri 3/1/19
21
2.4. Final Technical Studies and Final Set of Inundation Maps
18 days
Mon 3/4/19
Wed 3/27/19
22
2.4.1. Respond to Comments by City
7 days
Mon 3/4/19
Tue 3/12/19
23
2.4.2. Finalize Technical Studies, Inundation Maps, and Models
10 days
Wed 3/13/19
Tue 3/26/19
24
Deliverable Final Studies and Inundation Maps
1 day
Wed 3127119
Wed 3127119
25 3. Project Review Meetings
83 days
Mon 12/3/18
Wed 3/27/19
26
4.1 Meets with City
83 days
Mon 12/3/18
Wed 3/27/19
27
4.2 Project Management
83 days
Mon 12/3/18
Wed 3/27/19
28
4.3 Communications and Correspondence
83 days
Mon 12/3/18
Wed 3/27/19
IDec'18 IJan '19 Feb'19 Mar'19
2512 19 I16bad 6 43I20� 713 110�7� 3 �011*4
12/3
EXHIBIT "D"
PAYMENT SCHEDULE
AAA[; -,A71 A_115M,l
-1-
COST PROPOSAL
i
Dam Collection
1
Review Previous Studies
1.1
Sit, Visit and Data Collection
1.2
Review of Available Studies and Data
' 1.3
Consultation vrith City Staff
2
Dam Break Analyses and InMdWDn Map
1
Breach Analyses
1.1
Determination of Breach Parameters
1.2
Dam Failure Assumptions
2
Dam Break Models and Map Preparation
2.1
Terrain Coll-b-lPreparation
2.2
Develop HEC-GeoRAS models
2.3
Development of Boundary Conditions
2.4
Development of HEC-RAS Models
2.5
Sensitivity Anatyses
2.6
OAOC of Models and Data
2.7
Development of Inundation Maps and GIS geodatabase
3
Preparation of Draft Technical Reports
3.1
Draft Dam Inundation Report
3.2
Submission'of Draft Report to City
4
Final Technical Studies and Final Set of Inundation Maps
4.1
Finalize Reports for Submittal to DSOD/CAL DES
4.2
Integrate DSOD/CAL DES Comments
4.3
Finalize Inundation Maps and Reports
3
Meetings
1
P raject Review Meetings
I
6
4
3
3
3
28
5
3
20
22
6
1.1 Project Management 4
1.2 Kickoff Meeting 4
Total Man Hours 144
Associate
Principal In Charge Engineer Junior Engineer Total
1
5470
2
$940
2
2
$470
2
$470
1
5940
2
2
1
in
2
$2,470
1
1
1
4
1
4
$950
$950
2
2
1
5760
2
2
5 i"au 52.655
4
$640
2
2
$8,000
2
2
2
24
4 1
6 1
$2,860
14
4
$1,920
4
4
4
$0
$4,300
1
$3,340
$1,700
$25,275 ,
Not to exceed cost :t>ls�