AGR-6970 - TETRA TECH BAS - AGREEMENT FOR REVEIWING RECORDS - RESERVOIR 2A SITE REMEDIATIONAGR-b`17o
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this (aik day of f;, , 2020 (the "Effective Date") by and
between the CITY OF ORANGE, a municipa corporation ("City"), and TETRA TECH BAS,
INC., a California corporation ("Contractor"), who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement,
Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit "A,"
which is attached hereto and incorporated herein by this reference. As a material inducement to
City to enter into this Agreement, Contractor represents and warrants that it has thoroughly
investigated and considered the scope of services and fully understands the difficulties and
restrictions in performing the work. Contractor shall perform all services in a manner reasonably
satisfactory to City and in a manner in conformance with the standards of quality normally
observed by an entity provided such services to a municipal agency. All services provided shall
conform to all federal, state and local laws, rules and regulations and to the best professional
standards and practices. The terms and conditions set forth in this Agreement shall control over
any terms and conditions in Exhibit "A" to the contrary.
Tuan Can, Senior Civil Engineer ("City's Project Manager"), shall be the person to whom
Contractor will report for the performance of services hereunder. It is understood that Contractor's
performance hereunder shall be under the direction and supervision of City's Project Manager (or
his/her designee), that Contractor shall coordinate its services hereunder with City's Project
Manager to the extent required by City's Project Manager, and that all performances required
hereunder by Contractor shall be performed to the satisfaction of City's Project Manager and the
City Manager.
2. Compensation and Fees.
a. Contractor's total compensation for all services performed under this
Agreement, shall not exceed TWEVLE THOUSAND DOLLARS and 00/100 ($12,000.00)
without the prior written authorization of City.
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone,travel, auto rental,
subsistence and all related expenses.
3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
b. All such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent and any extra work performed.
C. City will pay Contractor the amount invoiced within thirty (30) days after
the approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. The amendment shall set forth the changes of work, extension of
time, and adjustment of the compensation to be paid by City to Contractor.
5. Licenses. Contractor represents that it and any subcontractors it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Contractor and its subcontractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
6. Independent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and not an employee of City. City shall have the
right to control Contractor only insofar as the result of Contractor's services rendered pursuant to
this Agreement. City shall not have the right to control the means by which Contractor
accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and
expense, furnish all facilities, materials and equipment which may be required for furnishing
services pursuant to this Agreement. Contractor shall be solely responsible for, and shall
indemnify, defend and save City harmless from all matters relating to the payment of its
subcontractors, agents and employees, including compliance with social security withholding and
all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Contractor acknowledges that Contractor and any subcontractors, agents or employees employed
by Contractor shall not, under any circumstances, be considered employees of City, and that they
shall not be entitled to any of the benefits or rights afforded employees of City, including, but not
limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits,
or health, life, dental, long-term disability or workers' compensation insurance benefits.
7. Contractor Not Agent. Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Designated. Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit "A," shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Contractor
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Time of Completion. Except as otherwise specified in Exhibit "A," Contractor
shall commence the work provided for in this Agreement within five (5) days of the Effective Date
of this Agreement and diligently prosecute completion of the work or as otherwise agreed to by
and between the representatives of the parties.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall
do all things necessary and incidental to the prosecution of Contractor's work.
12. Reserved.
13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its
control, other than those delays caused by City, shall be an extension of time. No matter what the
cause of the delay, Contractor must document any delay and request an extension of time in writing
at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the
length of the delay outside Contractor's control. If Contractor believes that delays caused by City
will cause it to incur additional costs, it must specify, in writing, why the delay has caused
additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No
additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above,
absent a written amendment to this Agreement.
14. Products of Contractor. The documents, studies, evaluations, assessments,
reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products
produced or provided by Contractor for this Agreement shall become the property of City upon
receipt. Contractor shall deliver all such products to City prior to payment for same. City may
use, reuse or otherwise utilize such products without restriction.
15. Equal Employment Opportunity. During the performance of this Agreement,
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, mental or physical disability, or
any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include, but not be limited to the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms
of compensation and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
C. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
Contractor further agrees that it shall not be eligible to work as the design/build firm for the project
that is the subject of this Agreement.
17. Indemnity.
a. To the fullest extent permitted by law, Contractor agrees to indemnify,
defend and hold City, its City Council and each member thereof, and the officers, officials, agents
and employees of City (collectively the "Indemnitees") entirely harmless from all liability arising
out of:
1) Any and all claims under workers' compensation acts and other
employee benefit acts with respect to Contractor's employees or Contractor's subcontractor's
employees arising out of Contractor's work under this Agreement, including any and all claims
under any law pertaining to Contractor or its employees' status as an independent contractor and
any and all claims under Labor Code section 1720 related to the payment of prevailing wages for
public works projects; and
2) Any claim, loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission other than a professional act or omission of
Contractor, or person, firm or corporation employed by Contractor, either directly or by
independent contract, including all damages due to loss or theft sustained by any person, firm or
corporation including the Indemnitees, or any of them, arising out of, or in any way connected
with the work or services which are the subject of this Agreement, including injury or damage
either on or off City's property; but not for any loss, injury, death or damage caused by the active
negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall
indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted
against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay
or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. To the fullest extent permitted by law, Contractor agrees to indemnify and
hold Indemnitees entirely harmless from all liability arising out of any claim, loss, injury to or
death of persons or damage to property caused by its negligent professional act or omission in the
performance of professional services pursuant to this Agreement.
C. Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission, or termination of this Agreement, and shall continue to be binding and in full force and
effect in perpetuity with respect to Contractor and its successors.
18. Insurance.
a. Contractor shall carry workers' compensation insurance as required by law
for the protection of its employees during the progress of the work. Contractor understands that it
is an independent contractor and not entitled to any workers' compensation benefits under any
City program.
b. Contractor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the
insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover
bodily injury, death and property damage and be written on an occurrence basis.
C. Contractor shall maintain during the life of this Agreement, the following
minimum amount of automotive liability insurance: the greater of (1) a combined single limit of
One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or
available to Contractor. Said insurance shall cover bodily injury, death and property damage for
all owned, non -owned and hired vehicles and be written on an occurrence basis.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be available
to City. No representation is made that the minimum insurance requirements of this Agreement
are sufficient to cover the obligations of Contractor under this Agreement.
e. Each policy of general liability and automotive liability shall provide that
City, its officers, officials, agents, and employees are declared to be additional insureds under the
terms of the policy, but only with respect to the work performed by Contractor under this
Agreement. A policy endorsement to that effect shall be provided to City along with the certificate
of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences
that City is an additional insured as a contracting party. The minimum coverage required by
Subsection 18.b and c, above, shall apply to City as an additional insured.
f. Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep
such policy in force and effect for at least five (5) years from the date of completion of this
Agreement.
g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which
shall provide that the insurance in force will not be canceled or allowed to lapse without at least
ten (10) days' prior written notice to City.
i. Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to
conduct the pertinent line of insurance business in California and having a rating of Grade A or
better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best rating.
j Contractor shall immediately notify City if any required insurance lapses or
is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurance or self -insure the risk and charge Contractor for such
costs and any and all damages resulting therefrom, by way of set-off from any sums owed
Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for which
it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.
Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor
or City with respect to the services of Contractor herein, a waiver of any right to subrogation which
any such insurer may acquire against City by virtue of the payment of any loss under such
insurance.
1. Contractor shall include all subcontractors, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each subcontractor to City for
review and approval. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
19. Termination. City may for any reason terminate this Agreement by giving
Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such
notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily
provided and all allowable reimbursements incurred to the date of termination in compliance with
this Agreement, unless termination by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
records") pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Contractor's records regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3) years after termination or completion of
this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during normal business hours and upon three (3) days' notice from City, and copies thereof
shall be furnished if requested.
21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes a "public works," as
that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must
be paid, to the extent Contractor's employees will perform any work that falls within any of the
classifications for which the Department of Labor Relations of the State of California promulgates
prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it,
shall pay not less than the specified prevailing rates of wages to all such workers. The general
prevailing wage determinations for crafts can be located on the website of the Department of
Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract,
Contractor must meet all State registration requirements and criteria, including project compliance
monitoring.
C. Contractor represents and warrants that Contractor:
1) Has complied and shall at all times during the term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitation, the Immigration Reform and Control Act of 1986
IRCA); and
2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement; and
3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Contractor's
employees; and
4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to make the
same representations and warranties as set forth in Subsection 21.b.
e. Contractor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide, to the reasonable satisfaction of City, verification
that all such employees are eligible to work in the United States. All costs associated with such
verification shall be borne by Contractor. Once such request has been made, Contractor may not
change employees working under this Agreement without written notice to City, accompanied by
the verification required herein for such employees.
f. Contractor shall require all subcontractors or sub -consultants to make the
same verification as set forth in Subsection 21.d.
g. If Contractor or subcontractor knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
follow federal laws to determine the status of such employee, that shall constitute a material breach
of this Agreement and may be cause for immediate termination of this Agreement by City.
h. Contractor agrees to indemnify and hold City, its officers, officials, agents
and employees harmless for, of and from any loss, including but not limited to fines, penalties and
corrective measures City may sustain by reason of Contractor's failure to comply with said laws,
rules and regulations in connection with the performance of this Agreement.
22. Governing Law and Venue. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Contractor agrees to submit to the
jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County, California.
23. Integration. This Agreement constitutes the entire agreement of the parties. No
other agreement, oral or written, pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either party may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
8
CONTRACTOR"
Tetra Tech BAS, Inc.
21700 Copley Dr, #200
Diamond Bar, CA 91785
Atm.: Peter Skopek
Telephone: (909) 860-7777
E-Mail: Peter.Skopek@tetratech.com
CITY"
City of Orange
300 E. Chapman Avenue
Orange, CA 92866-1591
Attn.: Jose Diaz
Telephone: (714) 288-2475
E-Mail: jdiaz@cityoforange.org
25. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
CONTRACTOR"
TETRA TECH BAS, INC., a California
corporation
Printed Name:
By:
Print d me: 2 W1_4 Al w. c I .
Title: C,t 1Eto ilpw+.vema 0,4 le6Z
CITY"
CITY OF ORANGE, a municipal corporation
By:
Rick -IDS, City Manager
OI ED AS TO 17014[71:
inning,
Senior Assistant City
NOTE: City requires the following signature(s) on behalf of the Contractor:
1) the Chairman of the Board, the President or a Vice -President, AND (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an
Assistant Treasurer. If only one corporate officer exists or one corporate officer holds
more than one corporate office, please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter into this
Agreement. A copy of the corporate resolution, certified by the Secretary close in
time to the execution of the Agreement, must be provided to City.
EXHIBIT "A"
SCOPE OF SERVICES
Beneath this sheet.]
TETRA TECH
L O O C 1 L^ N = M
S
Proposal No. pPROP 20-48E
February 18, 2020
Mr. Tuan Cao, P.E., Senior Civil Engineer
City of Orange Water Department
Public Works Department — Water Division
189 South Water Street
P.O. Box 449
Orange, California, 92866-1592
Subject: PROPOSAL FOR SECOND PARTY REVIEW - RESERVOIR 2A
2444 Vista Point Road
Lot 192, Tract 10439
Orange, California 92867
Dear Mr. Cao:
INTRODUCTION
Tetra Tech is pleased to submit this proposal for a geotechnical review of files pertinent to
Reservoir 2A in the City of Orange. We understand that the City is requesting a second party
review of the Reservoir including the current status of monitoring, proposed additional
geotechnical monitoring, and potential repairs.
In the course of preparing this proposal we have reviewed files provided by the City of Orange, as
well as in-house geotechnical and geologic data for the area. Additionally, the current status of
the reservoir and on -going monitoring program was discussed during a telephone conference with
Messrs. Tuan Cao and Sonny Tran on February 6, 2020.
SALIENT HISTORY
The reservoir has been in service since the mid- 1980s and is an integral part of the City's water
distribution system. Site development included both cuts and fills to create a level pad. Slopes
were cut and filled at about 1-1/2:1 gradients. In response to reported ground movement and
distress on the reservoir pad and adjacent slopes, geotechnical studies were performed by Agra
Earth & Environmental, Inc. in the mid-1990s. Since then several subsurface exploration
programs have been conducted by Constant & Dickey, Inc. and GeoLogic Associates. Currently,
repairs have, since the mid-1990s included: installation of a trench drain cut into bedrock on the
uphill side of the reservoir for the purpose of collecting near -surface seepage water; slope face
reconstruction and surface drainage improvements at the back ascending slope of the reservoir
pad; and routing maintenance of the reservoir tank, supply piping, and pavement. No ground or
structural improvements to the tank have, to our knowledge, been performed since original
construction.
Tetra Tech BAS GeoScience
21700 Copley Dr. #200 Diamond Bar, CA 91765
Tel: 909-860-7777
City of Orange Proposal No. pPROP 20-48E
Proposal and Cost Estimate — Reservoir 2A Second Party Review February 18, 2020
Ground monitoring since 1995 has included an array of surface monuments for optical survey
measurements (i.e., ring footing, concrete screen/retaining walls, etc.) and vertical inclinometers.
Data collected periodically through optical surveys and inclinometer readings has documented
several inches of ground tilting across the reservoir pad, and cumulative horizontal displacements
at depth within the bedrock underling the reservoir tank and adjacent slopes on the order of less
than one -inch. While the magnitude of tilt across the reservoir pad is considered significant there
does not appear to be significant impact on serviceability or structural threat to the improvements
Harper & Associates Engineering, Inc., 2017). To -date the measured horizontal ground
movements in the inclinometers are generally low in magnitude but appear to be developing along
discrete bedding planes or preferential parting surfaces in a generally downslope direction.
PROPOSED REVIEW
Previous geotechnical investigations have evaluated local slope stability as it relates to the
reservoir pad and associated slopes. These studies have concluded that the risk of a slope failure
involving the reservoir pad is low in the context of the local geologic structure. However, the
measured reservoir pad and ground movements appear to have continued since the mid-1990s
without apparent attenuation.
We propose to conduct a review of the available database for the reservoir, including the original
development and subsequent forensic investigations. The review is intended to provide a basis for
identifying the major potential geotechnical risks to the City. Additionally, the review is intended
to provide input on potential data gaps and the consideration for the need to conduct additional
exploration/monitoring.
The results of the review will be summarized in a written report to the City. Currently, we
anticipate addressing the following items in the report:
General site conditions pertinent to subsurface materials and groundwater.
Previous monitoring results.
General risk associated with on- and off -site geological conditions.
Identification and preliminary consideration for repairs and/or restraint systems. In this
regard several mitigation alternatives, up to five, will be considered.
Matrix of potential actions by the City from continued monitoring to repairs: the potential
risks, benefits, and relative costs.
It is anticipated that the report will be issued to the City in draft form. A final report, or addendum,
will be issued after the City has had the opportunity to review and discuss preferences/thoughts on
the mitigation measures presented.
FEE AND TIME FRAME
The cost for the review and report preparation is suggested to total $12,000. The fee, and time
frame, is broken down as follows:
Page 2 Q TETRA..cH eons
City of Orange Proposal No. pPROP 20-48E
Proposal and Cost Estimate — Reservoir 2A Second Party Review February 18, 2020
Review and draft report preparation
includes one site visit with City staff)
Meeting with City
also includes 2 telephone conferences)
Final report preparation
9,500; 4 weeks
1,000; 1 week after City meeting request
1,500; 2 weeks after receipt of comments
The scope and fee is subject to review and approval to by the City. Should the City desires to
modify the scope and/or effort, the fees will be modified in concert with City staff input.
LIMITATIONS
The review does not include subsurface exploration or laboratory testing. It will be limited to a
review of the available database and limited engineering evaluation for a basis of understanding.
The review report is not intended to be a design or construction document.
TERMS AND CONDITIONS
Tetra Tech BAS GeoScience's services will be governed by the Terms and Conditions (2 pages)
attached to this Work Authorization. Please sign, date, and return a copy of the agreement to this
office.
If the City desires to use its own agreement, please forward the information to this office.
Page 3 fit]oEnt..cH eons
City of Orange Proposal No. pPROP 20-48E
Proposal and Cost Estimate— Reservoir 2A Second Party Review February 18, 2020
CLOSURE
If you have any questions or comments, please contact us (909) 860-7777 at your convenience.
Please sign and return this work authorization form so that we can setup the project and initiate
the work on the subject scope.
Prepared by:
Tetra Tech
UN
Peter Sko ek, Ph.D., G.E.
Principal
Filename: Ppmp 204BE Reservoir 2A- Orznp
Prepared for:
City of Orange
Mr. Tuan Cao, P.E.
City of Orange
Public Works Department — Water Division
189 South Water Street
Orange, California 92866-1592
BUDGET APPROVAL FOR PROFESSIONAL SERVICES AS SPECIFIED
Accepted this ____ day of 2020 On behalf of:
City of Orange
Title Print Name Authorized
Page 4 O TETRA........
OTETRATECH TERMS AND CONDITIONS
January 1, 2019
Page 1 of
1. The Agreement. The Agreement between the panics, which shall describe and
Severe Client's engagement of Consultant to provide services (Services) in
connection with the project (Project) identified in the proposal (Proposal), consists
of the Proposal, these terms and conditions, Consultant's fee schedule, and any
exhibit or attachments referenced in any of these documents Together these
elements constitute the more agreement bet cen the parties, superseding any and all
prior negotiations, correspondence, or agreements, either written or oral, with
respect to the subject matter of this engagement This Agreement may only be
amended or modified by mutual written agreement.
2. Standard of Care. The Services shall be performed in a manner consistent with
the level of care and skill ordinarily exercised by members of Consultant's
profession currently practicing under similar conditions and in the some locality as
the Project. Data, interpretations and recommendations by Consultant will be based
solely on information discovered by, or made available to, Consultant during the
course of the engagement. In connection with such information, Client recognizes
that subsurface conditions may vary from those observed at locations where borings,
surveys, or explorations are made, and that site conditions may change over time.
Consultant shall not be responsible for the use or interpretation of such information
by non-parties to this Agreement. CONSULTANT MAKES NO OTHER
REPRESENTATION OR WARRANTY, EXPRESS OR LAIPLIED,
REGARDING THE SERVICES.
3. Site Access, and Conditions. Client will grant to, or obtain for, Consultant
unimpeded access to the Project site for all equipment and personnel necessary for
the performance of the Services, and (if requested by Constituent) necessary for
Consultant's personnel to photograph the Project site. As required to effectuate such
access, Client will notify all owners, lessees, contractors, subcontractors, and other
possessors ofthe Project site that Consultant most be allowed free access to the site.
While Consultant agrees to take reasonable precautions to minimize damage to the
site, Client understands that, in the normal course of performing the Services, some
damage may occur, and further understands that Consultant is not responsible for the
correction of any such damage unless so specified in the Proposal. Client is
responsible for the accuracy of locations for all subterranean structures and utilities.
Consultant will take =enable precautions to avoid Mown subterranean structures
and utilities, and Client waives any claim against Consultant, and agrees to defend,
indemnify, and hold Consultant harmless from any claim or liability for injury or
loss of any party, including cost of defense, arising from damage done to
sub cninican structures and utilities at identified or accurately located. In addition,
Client agrees to compensate Consultant for any time spent or expenses incurred by
Consultant in defense of any such claim with compensation to be based upon
Consultant's prevailing fee schedule and expense reimbursement policy.
4. Cooperation and Proicct Understanding. To the extent requested by
Consultant Client will make available to Consultant all information in it possession
regarding existing and proposed conditions at the site. Such information shall
include, but not be limited to, plot plans, topographic surveys, hydrographic data,
and previous soil data, including borings, field and laboratory tests and written
reports Client shall immediately transmit to Consultant any new information
concerning site condition which becomes available, and any change in plans or
specifications concerning the Project to the extent such information may effect
Consultant's performance of the Services. Client agrees, upon 24 hours oral or
written notice, to provide a representative m thejob site to supervise and coordinate
the Services. Consultant shall at be liable for any inaccurate or incorrect advice,
judgment or decision which is based on any inaccurate information furnished by
Client, and Client shall indemnify Consultant against claims, demands, or liability
arising out of, or contributed to, by such inaccurate information.
5. Ss, mole Disnosn 1. Unless other arrangements are made, Consultant will dispose of
all soil and rock samples remaining at the time of report completion. Further stooge
or transfer of samples can be arranged at Client's prior written request, subject 10 a
reasonable charge by Consultant. Client acknowledges that contaminated drill
cuttings, sample spoils, wash water, and other materials may be produced as a result
of encountering hazardous materials at the site. In such event, Consultant shall
properly contain, label, and store such materials on -site, and Client shall be
responsible for its proper transportation and disposal. Consultant may be able to
arrange for the transportation and disposal of hazardous materials a Client's request
6. Construction Monitoring. If Consultant is engaged by Client to provide a site _
representative for the purpose of monitoring specific portions of any construction
work, as set forth in the proposal, then this Section 6 shall apply. If Consultant's
engagement does not include such construction monitoring, then this Section shall
be null and void In connection with construction monitoring, Consultant will report
observations and professional opinions to Client. Consultant shall report to Client
any observed work which in Consultant's opinion, does not conform to plans and
specifications. Consultant shall have no authority to reject or terminate the work of
any agent or contractor of Client. No action, statement, or communications of
Consultant, or Consultant's site representative, can be comlrued as modifying any
agreement between Client and others. Consultant's presence on the Project site in no
way guarantees the completion or quality of the performance of the work of any
party retained by Client to provide construction related services.
Neither the professional activities of Consultant, nor the presence of Consultant or
its employees, representatives, or subcontractors on the Project Site, shall be
construed to impose upon Consultant any responsibility for methods of work
performance, superintendence, sequencing of construction, or safety conditions at
the Project site. Client acknowledges that Client or its general contractor is solely
responsible forjab site safety, and warrants and agrees that such responsibility shall
be made evident in any Project owners agreement with the general contractor. Client
also agrees to make Consultant an additional insured under any general contractures
general liability insurance policy.
In the event Consultant expressly assumes any health and safety responsibilities for
hazardous materials or other items specified in this Agreement, the acceptance of
such responsibility does net and shall not be deemed an acceptance of responsibility
for any other health and safety requirement, such as, but not limited to, those relating
to excavation, trenching, drilling or backftlling.
7. Ownership of Documents. All reports, boring logs, field data, Field notes,
laboratory test data, calculations, estimates and other document prepared by
Consultant in connection with this engagement, shall remain the property of
Consultant. Client agrees that all reports, or other material famished to Client or his
agents for which Client has not paid will be rearmed upon demand and will not be
used by Client or others for any purpose whatsoever. Unless otherwise required by
low, Consultant will retain all pertinent records relating to the Services performed for
a period not exceeding three years following submission of the report, during which
period the records will be made available to client at all reasonable times.
S. Proicct Changes. In the event Client, the Project owner, or other party makes any
changes in the plans and specifications, Client agrees to hold Consultant harmless
from any liability arising out of such cbaages, and Client assumes full responsibility
unless Client has given Consultant prior notice and has received Consultant written
consent for such changes.
9. Termination. This Agreement may be terminated for no cause by either party upon
thirty (30) days' written notice, and many time by either patty if the other party
defaults in the performance of any material provision of this Agreement and such
default continues for a period of seven (7) days after written notice thereof. In the
event of termination. Consultant will be paid for services performed through the date
oftermination, plus reasonable termination expenses, including the cost ofcompleting
analyses, records and reports necessary to document job status at the time of
termination.
10. Risk Allocation and Limitation or Lmbility. THE PARTIES
ACKNOWLEDGE THAT A VARIETY OF RISKS POTENTIALLY AFFECT
CONSULTANT BY VIRTUE OF ENTERING INTO AN AGREEMENT TO
PERFORM THE SERVICES. IN ORDER FOR CLIENT TO OBTAIN THE
BENEFIT OF A FEE WHICH INCLUDES A LESSER ALLOWANCE FOR
DEALING WITH CONSULTANT'S RISKS, CLIENT AGREES TO LIMIT
CONSULTANT'S LIABILITY TO CLIENT, AND TO ALL OTHER PARTIES,
FOR CLAIMS ARISING OUT OF CONSULTANT'S PERFORMANCE OF
THE SERVICES. THE TOTAL AGGREGATE LIABILITY OF
CONSULTANT SHALL NOT EXCEED S50,000, OR THE AMOUNT OF THE
TOTAL FEES HEREUNDER, WHICHEVER IS GREATER, FOR
NEGLIGENT PROFESSIONAL ACTS, OR ERRORS OR OMISSIONS, AND
CLIENT AGREES TO INDE\INTFY CONSULTANT FOR ALL LIABILITIES
Tetra Tech BAS GeoScience
21700 Copley Dr. #200 1 Diamond Bar, CA 917651
Tel 909.860.7777 1 wwwAetralech.com
TERMS AND CONDITIONS
Page 2 of 2)
IN EXCESS OF THE MONETARY LIMITS ESTABLISHED ABOVE.
CLIENT AGREES THAT IN NO INSTANCE SHALL CONSULTANT BE
RESPONSIBLE, IN TOTAL OR IN PART, FOR THE ERRORS OR
OMISSIONS OF ANY OTHER PROFESSIONAL, CONTRACTOR,
SUBCONTRACTOR OR ANY OTHER PARTY. CLIENT ALSO AGREES
THAT CONSULTANT SHALL NOT BE RESPONSIBLE FOR THE MEANS,
METHODS, PROCEDURES PERFORMLWCE OR SAFETY OF THE
CONSTRUCTION CONTRACTORS OR SUBCONTRACTORS, OR FOR
THEIR ERRORS OR OMISSIONS.
11. Discovery of Unanticipated flazarrlous Mfatcriah. Client wareants that it has
made reasonable efforts to inform Consultant of known or suspected hazardous
materials on or new the Project site The parties acknowledges that hazardous
materials may exist at a site where there is no reason to believe they are present.
Consultant and Client agree that the discovery of such unanticipated bavardous
materials consulates a changed condition which shall require either a re -negotiation
of the scope of Consultant's Services or termination of such Services or this
Agreement. Client recognizes that the discovery of hazardous materials may
necessitate immediate protective measures to safeguard the public health and safety
and agrees to compensate Consultant for incomes that in Consultant's professional
opinion are justified to preserve and protect that health and safety of site personnel
and the public. Client also agrees to compensate Consultant for any equipment
decontamination or other costs incident m the discovery of unaaticipmed hazardous
materials. Consultant agrees to notify Client as soon as practicable should hazardous
materials be encountered at the site that poses a threat to human health, safety and
the environment. Client agrees that in the event of the discovery of hazardous
materials at the site it will report such discovery to the proper authorities as required
by Federal, State, and local regulations. Client agrees to make the required report at
the recommendation of Consultant, or, if unable to do so, authorizes Consultant to
make such report. Client also agrees to inform the Project site owner in the event
that hazardous materials are encountered at the site.
NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT,
CLIENT WAIVES ANY CLAIM AGAINST CONSULTANT, AND TO TIIE
ML\XIMUMI EXTENT PERMITTED BY LAW, AGREES TO DEFEND,
INDEMLNIFY, AND SAVE CONSULTANT HARMLESS FROM ANY
CLALM, LIABILITY AND/OR DEFENSE COSTS FOR INJURY OR LOSS
ARISING FROM THE PRESENCE OF HAZARDOUS MIATERIAIS ON
THE PROJECT SITE, INCLUDING ANY COSTS CREATED BY DELAY OF
THE PROJECT AND ANY COSTS ASSOCIATED WITH POSSIBLE
REDUCTION OF THE PROPERTY'S VALUE. CLIENT IS RESPONSIBLE
FOR ULTLAIATE DISPOSAL OF ANY SAMPLES SECURED BY
CONSULTANT WHICH ARE FOUND TO BE CONTAMINATED.
12. Aquifer Contamination. Client acknowledges that it is impassible for
Consultant to know the exact composition of a site's subsurface, even after
conducting a comprehensive exploratory program. As a result, there is a risk that
drilling and sampling may result in contamination of certain subsurface areas.
Although Consultant will take reasonable precautions to avoid such an occurrence,
Client waives any claim against, and agrees to defend, indemnify and save
Consultant harmless from my claim or liability for injury or less which may arise as
a result ofsubsurface contamination caused by drilling, sampling, or monitoring well
installation. Client also agrees to adequately compensate Consultant for any time
spent and expenses incurred in defense of any such claim.
13. Insurance No insurance, carried by Consultant, shall be deemed to limit in any
way the responsibility of any contractor or subcontractor for damages resulting from
their services in connection with the Project. Client agrees, to include, or cause to be
included, in the Projects construction contract, such requirements for insurance
coverage and performance bonds to be secured and maintained by the Project
contractor as Client deems adequate to insure and indemnify Consultant, against
claims for damages and to insure compliance or work performance and materials
with Project requirements.
14. Indemnity. Client agrees to hold harmless, indemnify and defend Consultant, and
its affiliates and subcontractors, and each of their employees, officers, directors and
agents, against all claims, suits, fines and penalties, including attorneys fees and other
costs of settlement and defense, which such liabilities arise out ofor are related to this
Agreement or the Services, except to the extent that they are caused by Consultants
negligent or willful misconduct
15. Resolution of Disputes. All claims, disputes, controversies or matters in
question arising out of or relating to, this Agreement or any breach thereof,
including but not limited to disputes arising out of alleged design defects, breaches
of contract, arms, omissions, or acts of professional negligence, (collectively
Disputes") shall be submitted to mediation before and as a condition precedent to
pursuing any other remedy. Upon written request by either party to this Agreement
for mediation of any dispute, Client and Consultant shall select a neutral mediator by
mutual agreement. Such selection shall be made within ten (10) calendar days of the
date of receipt by the other parry ofthe written request for mediation. In the event of
failure to reach such agreement or in any instance when the selected mediator is
unable or unwilling to serve and a replacement mediator cannot be agreed upon by
Client and Consultant within ten (10) calendar days, a mediator shall be chosen as
specified in the Construction Industry Mediation Rules of the American Arbitration
Association then in elect, or any other appropriate rules upon which the parties may
agree. If a dispme cannot be settled through mediation as set forth above, then such
dispute shall be decided by arbitration in accordance with the Construction Industry
Atbitmton Rules of the American Arbitration Association then in effect, or any
other appropriate rules upon which the parties may agree Demand for arbitration
shall be made by either party within ten (10) calendar days following termination of
mediation. The date of termination of mediation shall be the data ofwdmen notice of
closing mediation proceedings issued by the mediator to each of the parties. Demand
for arbitration shall be made by filing notice of demand, in writing, with the other
party and with the American Arbitration Association. The award rendered, if any, by
the arbitrator(s) shall be final and binding on both parties and judgment may be
entered upon it in accordance with applicable Inv in any court having jurisdiction.
Notwithstanding any other provisions of this Section, in no event shall a demand for
mediation be made more than two (2) years from the date the party making demand
knew or should have known of the dispute or five (5) years from the date of
substantial completion of Consultant's Services, whichever date shall occur earlier.
All mediation or arbitration shall take place in the principal State and County of the
Project, unless Client and Consultant agree otherwise. The fees of the mediator or
arbitrator(s) and the costs of transcription and other costs incurred by the mediator or
arbitrator(s) shall be apportioned equally between the parties.
16. Assigns. Neither Client not Consultant may delegate, assign, sublet or transfer
his duties or interest in this Agreement without the written consent of the other party.
This Agreement shall more only to the benefit of the parties harem, and no third
party shall have any rights hereunder. Each party binds itself, its partners,
successors, executors, adminimators and assigns.
17. Governing law and Survival. The validity of this Agreement, these terms,
their interpretation and performance shall be governed by the Imes of the State in
which the Project is located. Harty of the provisions contained in this agreement are
held illegal, invalid, or unenforceable, the enforceability of the remaining provisions
will not be impaired. Limitations of liability and indemnities shall survive the
termination of this agreement for any cause.
I& Billing and Payment Client shall pay Consultant the lump sum amount
indicated in the Proposal, or, ifno lump sum amount is indicated, in accordance with
the schedule of fees or charges as shown in the Proposal or fee schedule. Backup
data on billing will not be available unless prior arrangements have been made. Prior
to initiation of the Services, Client is required to remit any retainer specified in the
Proposal. Thereafter, Consultant will submit to Client invoices for the balance due,
which shall be due and payable immediately upon submission. If Client objects to all
or any portion of any invoice, Client will so notify Consultant in writing within
fourteen (14) calendar days of the invoice date, identify the cause of disagreement,
and immediately pay that portion of the invoice not in dispute. In the absence of
written notification described above, the balance as stated on the invoice shall be
deemed accepted Invoices are delinquent if payment has not been received within
thirty (30) days from date of invoice. In such event, Client shall pay an additional
charge of one and one-half (1.5) percent per month (or the maximum percentage
allowed by law, whichever is lower) on any delinquent amount Payment thereafter
will first be applied to accmed interest and then to the principal unpaid amount.
Consultant shall be entitled to recover for all staff time spent and expenses incurred
including any attomey's fees) in connection with collection of any delinquent
amount.
Fee schedules are periodically revised. Unless otherwise agreed, new moss apply to
ongoing work as such rates are issued. If Client or Consultant should become
bankrupt or make an assignment for the benefit of creditors, Consultant, or trustee in
bankruptcy, shall be paid the reasonable value of all work theretofore performed, and
the obligation of all parties under the Agreement shall thereupon terminate. In
determining reasonable value under this paragraph, the Agreement price shall be
deemed reasonable.
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