HomeMy WebLinkAboutAGR-7810.1 - RICHARD C. SLADE & ASSOCIATES, LLC. - WELL 28 HYDROGEOLOGIC SERVICESDocusign Envelope ID:3B084243-C9D4-4EDA-81F4-3455311A319A
AGR-7810.1 Initial
FIRST AMENDMENT LI
TO
PROFESSIONAL SERVICES AGREEMENT
Well 28 Hydrogeologic Services]
THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT(the
First Amendment")is made and entered into as of February 17 ,2026,by and between
the CITY OF ORANGE, a municipal corporation ("City"), and RICHARD C. SLADE &
ASSOCIATES, LLC, a California limited liability company ("Contractor"),with reference to the
following:
A. City and Contractor entered into a Professional Services Agreement (Agreement
No. 7810)dated as of March 4, 2025,which is incorporated herein by this reference (the"Original
Agreement"); and
B. City and Contractor desire to amend the Original Agreement to modify,amend and
supplement certain portions of the Original Agreement by increasing the compensation.
NOW,THEREFORE, the parties hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined herein, all capitalized terms
used herein shall have the meanings set forth for such terms in the Original Agreement.
Section 2. Cross-References. City and Contractor agree that all references in this
First Amendment are deemed and construed to refer to the Original Agreement, as implemented
by this First Amendment.
Section 3. Revised Scope of Services. The Scope of Services, Section 1, Exhibit A
of the Original Agreement,is hereby amended,modified and supplemented to include the services
described on Exhibit A attached hereto and incorporated herein by this reference.
Section 4. Compensation. The total not-to-exceed compensation for the services to
be rendered as set forth in Section 2.a of the Original Agreement is increased by TEN
THOUSAND DOLLARS and 00/100 ($10,000.00) and Section 2.a is hereby amended in its
entirety to read as follows:
Contractor's total compensation for all services performed under this Agreement,
shall not exceed TWENTY-NINE THOUSAND SEVEN HUNDRED EIGHT
DOLLARS and 00/100 ($29,708.00) without the prior written authorization of
City."
Section 5. Authority of City Manager. Pursuant to Section 3.08.430 of the Orange
Municipal Code, the City Manager is authorized to approve and execute amendments to the
Agreement to adjust the compensation as provided herein.
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Section 6. Integration. This First Amendment amends, as set forth herein, the
Original Agreement and, except as specifically amended hereby, the Original Agreement shall
remain in full force and effect. To the extent that there is any conflict or inconsistency between
the terms and provisions of this First Amendment and the terms and provisions of the Original
Agreement, the terms and provisions of this First Amendment shall control and govern the rights
and obligations of the parties.
IN WITNESS of this First Amendment, the parties enter into this First Amendment on the
year and day first above written.
CONTRACTOR" CITY"
RICHARD C. SLADE & ASSOCIATES, LLC, CITY OF ORANGE, a municipal corporation
a California limited liability company
r—Signed by: Signed by:
By: glitt6liui thcd- By: 2-l(
Printed-1 i2n . "
4'A.nthony Hicke arffrffitlenbrand, City Manager
Title: President
By: ATTEST:
Printed Name:
Signed by:
Title:
e.-cam-.,
LDB ED 8 EF43A.Pameia eo eman, City Clerk
APPROVED AS TO FORM:
DocuSlpned by:
t c :J -14„,,i1
atnaTe AAaourian, City Attorney
NOTE:If Contractor is a corporation, the City requires the following signature(s):
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
the City.
Ai
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EXHIBIT "A"
SUPPLEMENTAL SCOPE OF SERVICES
Behind this page.]
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RCS RICHARD C. SLADE & ASSOCIATES LLC
CONSULTING GROUNDWATER GEOLOGISTS
6—..0111011
January 7, 2026
Mr. Tuan Cao, P.E.
Senior Civil Engineer
City of Orange
Public Works Department—Water Division
Via email: tcaocityoforanqe.orq
Job No. 840-OGE01
Re: Updated Request for Additional Funds (RAF)
Field Monitoring and Reporting Services for the
Rehabilitation of City of Orange Well No. 28
Ref: "Proposal for Hydrogeologic Services"
Field Monitoring and Reporting Services for the
Rehabilitation of City of Orange Well No. 28
City of Orange Public Works Department—Water Division
Orange, Orange County, California
Dear Mr. Cao,
This letter is a formal request for obtaining additional funds to complete work on the subject
project. Specifically, this project includes providing continuing hydrogeologic office and field
services for the rehabilitation work (redevelopment) of the City of Orange (the City) Well No. 28
subject well).
Based on our referenced proposal, dated February 3, 2025, our estimated budget for this project
was $19,708. We have expended approximately $18,439.35 through January 2026. Thus, as
of the date of this letter there is $1,268.65 remaining in the originally-estimated budget. Our
remaining work consists of part-time observation of pumping redevelopment;this work is currently
in progress. The cost overruns for the project that were not originally budgeted for in our proposal
dated February 3, 2025 were primarily due to additional out of scope coordination work, numerous
meetings that exceeded our original estimate, correspondence and recommendations related to
prolonged delays and logistical issues involving the pump contractor not being able to conduct
the pumping redevelopment work, and at least one site visit for a failed pump startup. Also, the
original proposal included preparation of a Summary of Well Rehabilitation Operations Tech
Memo. Due to the limitations on rehabilitation procedures that the project has been experiencing,
the tech memo will be shorter than originally envisioned.
Consequently, we respectfully request a budget increase of $10,000 to complete the remaining
work on the project, and to account for any possible future additional delays and/or a prolonged
period of redevelopment to help attempt achieving the target operational rate of 3,000 gpm, for a
total budget of$29,708 (including the requested increase).
14051 BURBANK BLVD.,SUITE 300,SHERMAN OAKS,CALIFORNIA 91401
SOUTHERN CALIFORNIA.(818)506-0418•NORTHERN CALIFORNIA:(707)963-3914
W W W.RCSLADE.COM
Docusign Envelope ID:3B084243-C9D4-4EDA-81F4-3455311A319A
RCS
Request of Additional Funds
R S
Field Monitoring and Reporting Services for the
Rehabilitation of City of Orange Well No.28
STANDARD OF PERFORMANCE; DISCLAIMER OF WARRANTIES
Level of Service. RCS offers different levels of groundwater consulting Services to suit the
specific desires and needs of a variety of clients. Although the possibility of error can never be
eliminated, more detailed and extensive Services yield more information and reduce the
probability of error, but at increased time and cost. Client must determine the level of groundwater
consulting Services adequate for its current purposes. Client has reviewed our current Scope of
Services described above and has determined that it does not need or want a greater level of
Services than that being provided at this time.
Standard of Care. Subject to the limitations inherent in the agreed upon Scope of Services as
to the degree of care, the amount of time and expenses to be incurred, and subject to any other
limitations contained in this Agreement, RCS will perform its Services consistent with that level of
care and skill ordinarily exercised by other professional groundwater geologists practicing in the
same locale and under similar circumstances at the time the Services are performed.
No Warranty. No warranty, express or implied, is included or intended by this Agreement. Any
reuse or modification of the Work by Owner or anyone obtaining it through Owner will be at
Owner's sole risk and without liability to Consultant. Owner will defend, indemnify and hold
Consultant harmless from all third party claims, demands, actions, and expenses (including
reasonable attorney's fees, expert fees, and other costs of defense) arising out of or in any way
related to the reuse or modification of the Work by Owner or it anyone obtaining through Owner.
ALLOCATION OF RISK
Limitation of Remedies. The total cumulative liability of RCS, its subconsultants and
subcontractors, and all of their respective shareholders, directors, officers, employees and agents
collectively "Entities"), to Client arising from Services under this Agreement, including attorney's
fees due under this Agreement, will not exceed the gross compensation received by RCS under
this Agreement or $10,000, whichever is greater; provided, however, that such liability is further
limited as described below. This limitation applies to all lawsuits, claims or actions that allege
errors or omissions in RCS's Services, whether alleged to arise in tort, contract, warranty, or other
legal theory. Upon Client's written request, RCS and Client may agree to increase the limitation
to a greater amount in exchange for a negotiated increase in RCS's fee, provided that they amend
this Agreement in writing.
DISPUTES
Mediation. All disputes between Entities and Client are subject to mediation. Either party may
demand mediation by serving a written notice stating the essential nature of the dispute, amount
of time or money claimed, and requiring that the matter be mediated within 45 days of service of
notice.
Precondition to Other Action. No action or suit may be commenced unless the mediation did
not occur within 45 days after service of notice; or the mediation occurred but did not resolve the
dispute; or a statute of limitation would elapse if suit was not filed prior to 45 days after service of
notice.
Choice of Law; Venue. This Agreement will be construed in accordance with and governed by
the laws of the State of California in which the current Project is located. Unless the parties agree
otherwise, any mediation or other legal proceeding will occur in this state in which the Project is
located.
Statutes of Limitations. Any applicable statute of limitations will be deemed to commence
running on the earlier of the date of substantial completion of Entities' Services under this
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Updated Request of Additional Funds RCS
Field Monitoring and Reporting Services for the
Rehabilitation of City of Orange Well No.28
Agreement, or the date on which claimant knew, or should have known, of facts giving rise to its
claims.
CLOSURE
Thank you for your consideration in this matter and we appreciate this opportunity to provide our
continued hydrogeologic services in regard to field and office services for the rehabilitation
redevelopment) of the City of Orange Well No. 28. We look forward to continuing our services
to you and to the City of Orange on this project working.
As soon as the you are ready to proceed, please sign and return a copy of this RAF to us. Our
receipt of this signed proposal will constitute our authorization to continue with our services on
this project.
Thank you for your consideration in this matter.
Respectfully submitted,
RICHARD C. SLADE ; ASSOCIATES LLC
1
Anthony Hicke, President and
Principal Groundwater Geologist
Authorized By Company
Printed Name Date
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RCS
Updated Request of Additional Funds tip
Field Monitoring and Reporting Services for the
Rehabilitation of City of Orange Well No.28
SCHEDULE OF CHARGES
January 2025
Professional Services Hourly Rates
Principal Groundwater Geologist 295.00
Senior Groundwater Geologist 249.00
Staff Groundwater Geologist 216.00
Field Groundwater Geologist 144.00
Clerical 109.00
Field Equipment Charges
Pressure Transducers (water level & barometric 50.00/wk.
pressure monitoring during pumping tests)
Electric Tape Water Level Probe 25.00/day
Field Water Quality Probe (T, pH, EC) 50.00/day
Litigation, Depositions and Testimony
Depositions and trial testimony are charged at twice the hourly rate (4-hour minimum/day).
Travel Time and Mileage
Travel time for meetings and/or to job sites will be charged at our standard hourly rates. Mileage
is charged at the current IRS rate.
Administrative Fee
In-house costs for phone, e-mail, fax, regular postage, printing, copying, binding, and records
retention, unless otherwise provided for in our project proposal Scope of Services, will be charged
an Administrative Fee of total project labor charges multiplied by 2.5%.
Outside Services
Any services and materials not ordinarily furnished by RCS, including subcontracted services(i.e.,
water quality laboratory testing), delivery services, reproduction, and printing, etc., are billed at
cost + 15%. Reproduction costs for large format printing, and/or high volume reproduction and
binding of hard copy reports performed in-house by RCS staff, will be billed at rates similar to
comparable outside services.
Conditions
RCS reserves the right to update this Schedule of Charges on January 1 of each year (the
beginning of our Fiscal Year). Invoices are issued at our option on a monthly basis or when the
work is completed. A service charge of 11/2% will be payable on any amount not paid within 30
days. Any attorney fees or other costs incurred in collecting delinquent charges shall be paid by
the client.
Client will furnish rights-of-way to land as required for field visits and field operations, such as
sampling or testing of water wells.
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