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HomeMy WebLinkAboutReso 71-18 Contract Services Agreement with Surf 2 Snow RESOLUTION NO. 71 — 18 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING A CONTRACT SERVICES AGREEMENT WITH SURF 2 SNOW ENVIRONMENTAL RESOURCE MANAGEMENT, INC. FOR MUNCIPAL REGIONAL PERMIT STORMWATER NATIONAL POLLUTANT DISCHARGE ELIMIATION SYSTEM PERMIT INSPECTIONS AND SPILL RESPONSE ASSISTANCE WHEREAS, Staff prepared and initiated a Request for Proposals (RFP) for contract services to conduct Municipal Regional Permit Stormwater National Pollutant Discharge Elimination System Permit (MRP) inspections and spill response assistance; and WHEREAS, Staff reviewed and selected the most qualified firm to complete the MRP inspections and spill response assistance; and WHEREAS, the City has accepted a proposal from Surf 2 Snow Environmental Resource Management, Inc.; and WHEREAS, the term of the Agreement shall begin on July 1, 2018 and shall end on June 30, 2020. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Dublin does hereby approve the Contract Services Agreement with Surf 2 Snow Environmental Resource Management, Inc. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Contract Services Agreement with Surf 2 Snow Environmental Resources Management, Inc. PASSED, APPROVED AND ADOPTED this 19th day of June 2018, by the following vote: AYES: Councilmembers Goel, Gupta, Hernandez, Thalblum and Mayor Haubert NOES: ABSENT: ABSTAIN: A arr,c/ ATTEST: Mayor al4) City Clerk Reso No. 71-18, Adopted 6/19/2018, Item No. 4.8 Page 1 of 1 CONTRACT SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND SURF 2 SNOW ENVIRONMENTAL RESOURCE MANAGEMENT THIS AGREEMENT for contract services is made by and between the City of Dublin ( "City ") and Surf 2 Snow Environmental Resource Management ( "Contractor ") as of July 1, 2018. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2020, the date of completion specified in Exhibit A, and Contractor shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Contractor to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. Notwithstanding the foregoing this Agreement may be extended on a month -to -month basis for up to 6 months upon the written consent of the Contractor and the City Manager, provided that; a) sufficient funds have been appropriated for such purpose, and b) the price charged by the Contractor for the provision of the services described in Exhibit A does not increase. None of the foregoing shall affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Contractor shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Contractor is engaged in the geographical area in which Contractor practices its profession. Contractor shall prepare all work products required by this Agreement in a substantial, first -class manner and shall conform to the standards of quality normally observed by a person practicing in Contractor's profession. 1.3 Assignment of Personnel. Contractor shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Contractor shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Contractor shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Contractor's obligations hereunder. . Section 2. COMPENSATION. City hereby agrees to pay Contractor a sum not to exceed $136,436, notwithstanding any contrary indications that may be contained in Contractor's proposal, for services to be performed under this Agreement. In the event of a conflict between this Agreement and Contractor's proposal, attached as Exhibit A, regarding the amount of Contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 1 of 12 Agreement Version 1 -2018 compensation, the Agreement shall prevail. City shall pay Contractor for services rendered. pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Contractor for services rendered pursuant to this Agreement. Contractor shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Contractor shall not bill City for duplicate services performed by more than one person. Contractor and City acknowledge and agree that compensation paid by City to Contractor under this Agreement is based upon Contractor's costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Contractor. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Contractor and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Contractor shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services incurred prior to the invoice date. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his /her designee. Invoices shall contain the following information: The dates of service provided at each facility; Location of each service; Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work The Contractor's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Contractor. 2.3 Total Payment. City shall pay for the services to be rendered by Contractor pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Contractor in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Contractor submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Contract Services Agreement between July 1, :ZU1 b City of Dublin and S2S Environmental Resource Mgmt. Page 2 of 12 Agreement Version 1 -2018 2.4 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.6 Payment upon Termination. In the event that the City or Contractor terminates this Agreement pursuant to Section 8, the City shall compensate the Contractor for all outstanding costs incurred for work satisfactorily completed as of the date of written notice of termination. Contractor shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.7 Authorization to Perform Services. The Contractor is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Contractor shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Contractor only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Contractor's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long- distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Contractor, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor and its agents, representatives, employees, and subcontractors. Contractor shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Contractor shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Contractor's bid. Contractor shall not allow any subcontractor to commence work on any subcontract until Contractor has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and /or limits shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds contract services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 3 of 12 Agreement Version 1 -2018 available to the named insured; whichever is greater. The additional insured coverage under the Contractor's policy shall be "primary and non - contributory" and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 04 12. In the event Contractor fails to maintain coverage as required by this Agreement, City at its sole discretion may purchase the coverage required and the cost will be paid by Contractor. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled, changed, or allowed to lapse without at least thirty (30) days' prior written notice to City of such cancellation, change, or lapse. 4.1 Workers' Compensation. Contractor shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Contractor. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Contractor may rely on a self - insurance program to meet those requirements, but only if the program of self - insurance complies fully with the provisions of the California Labor Code. Determination of whether a self- insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Contractor, if a program of self- insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Contractor shall notify City within 14 days of notification from Contractor's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Contractor, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability Contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 4 of 12 Agreement Version 1 -20 18 occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ( "any auto "). 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Contractor, including the insured's general supervision of Contractor; products and completed operations of Contractor; premises owned, occupied, or used by Contractor; and automobiles owned, leased, or used by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. C. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self- insurance maintained by the City shall be called upon to contribute to a loss under the coverage. Any failure of Contractor to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Contractor shall notify City within 14 days of notification from Contractor's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 [INTENTIONALLY DELETED] 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Contractor shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 5 of 12 Agreement Version 1 -2018 City reserves the right to require complete, certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Contractor agrees to include with all subcontractors in Their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub - subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self- insured Retentions. All self- insured retentions (SIR) and /or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self - insured retention provision and /or deductibles shall provide or be endorsed to provide that the SIR and /or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non - contributory basis for the benefit of City (if agreed to in a written contract or agreement) before City's own insurance or self - insurance shall be called upon to protect City as a named insured. 4.4.7 Other Requirements. It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy. 4.4.8 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Contractor shall provide written notice to City at Contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 6 of 12 Agreement Version 1 -2018 Contractor's earliest possible opportunity and in no case later than five days after Contractor is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Contractor fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Contractor's breach: ■ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ■ Order Contractor to stop work under this Agreement or withhold any payment that becomes due to Contractor hereunder, or both stop work and withhold any payment, until Contractor demonstrates compliance with the requirements hereof; and /or ■ Terminate this Agreement. Section 5. INDEMNIFICATION AND CONTRACTOR'S RESPONSIBILITIES To the maximum extent allowed by law, Contractor shall indemnify, keep and save harmless the City, and City Councilmembers, officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death, that may occur, or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Contractor or its employees, subcontractors or agents. Contractor further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action, Contractor shall, at its expense, satisfy and discharge the same. Contractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and /or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Contractor /Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONTRACTOR. 6.1 Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and shall not be an employee of Contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 7 of 12 Agreement Version 1 -2018 City. City shall have the right to control Contractor only insofar as the results of Contractor's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and /or employee contributions for PERS benefits. 6.2 Contractor No 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, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Contractor and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Contractor and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Contractor represents and warrants to City that Contractor and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Contractor represents and warrants to City that Contractor and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Contractor shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Contractor under this Agreement. Contractor shall comply with all applicable federal, state, and local laws, policies, rules, and Contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 8 of 12 Agreement Version 1 -2018 requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Contractor thereby. Contractor shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Contractor. Contractor may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Contractor shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Contractor delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Contractor or prepared by or for Contractor or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Contractor understands and agrees that, if City grants such an extension, City shall have no obligation to provide Contractor with compensation beyond the maximum amount provided for in this Agreement. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Contractor recognize and agree that this Agreement contemplates personal performance by Contractor and is based upon a determination of Contractor's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Contractor. Contractor may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Contractor shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Contractor shall survive the termination of this Agreement. Contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 9 of 12 Agreement Version 1 -2018 8.6 Options upon Breach by Contractor. If Contractor materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Contractor pursuant to this Agreement; 8.6.3 Retain a different contractor to complete the work described in Exhibit A not finished by Contractor; or 8.6.4 Charge Contractor the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Contractor pursuant to Section 2 if Contractor had completed the work. Section 9. MISCELLANEOUS PROVISIONS. 9.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 9.2 Venue. in the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 9.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 9.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 9.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 9.6 Use of Recycled Products. Contractor shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 9.7 Conflict of Interest. Contractor may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of Contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 10 of 12 Agreement Version 1 -2018 location, would place Contractor in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Contractor shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Contractor hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Contractor was an employee, agent, appointee, or official of the City in the previous twelve months, Contractor warrants that it did not participate in any manner in the forming of this Agreement. Contractor understands that, if this Agreement is made in violation of Government Code §1090 et. seq., the entire Agreement is void and Contractor will not be entitled to any compensation for services performed pursuant to this Agreement, and Contractor will be required to reimburse the City for any sums paid to the Contractor. Contractor understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission (FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at www.fppc.ca.gov/index.php?id=500. 9.8 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 9.9 Contract Administration. This Agreement shall be administered by the City Manager ( "Contract Administrator "). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 9.10 Notices. Any written notice to Consultant shall be sent to: Surf 2 Snow Environmental Resource Management Elizabeth Frantz 2246 Camino Ramon San Ramon, CA 94583 Any written notice to City shall be sent to: City of Dublin City Manager 100 Civic Plaza Dublin, CA 94568 Contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 11 of 12 Agreement Version 1 -2018 9.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN Christopher L. Foss, City Manager Attest: Caroline Soto, City Clerk Approved as to Form: John Bakker, City Attorney CONTRACTOR Elizab6th Frantz, Vice President Surf 2 Snow Environmental Resource Management Contract Services Agreement between July 1, 2018 City of Dublin and S2S Environmental Resource Mgmt. Page 12 of 12 Agreement Version 1 -2018 EXHIBIT A SCOPE OF SERVICES MRP Inspections and Spill Response The three specific scopes of work under this contract include: 1) Conducting inspections to meet MRP Provision C.3 Operations and Maintenance Verification requirements; 2) Conducting inspections to meet MRP Provision CA business inspection requirements; and 3) Providing spill and discharge response services. More particular descriptions of each scope of work is detailed below. A. Municipal Regional Stormwater NPDES Permit (MRP) Provision C.3 Operations and Maintenance Verification Inspections MRP Provision C.3 mandates that permittees conduct an operations and maintenance (0 &M) verification program to ensure stormwater treatment and hydromodification management measures (collectively, "stormwater management measures ") remain in effective operating condition in perpetuity. Permittees must conduct 0 &M verification inspections according to the following formula: inspection of an average of 20 %, but no less than 15% of total number of Regulated Projects per year, such that all Regulated Projects are inspected at least once every five years. Currently, the City has over 100 Regulated Project sites with installed stormwater management measures. During the first contract year, the City anticipates the Contractor will conduct inspections at approximately 25 -30 Regulated Projects. Out of those inspections, approximately 50% will require a second inspection and 25% will require a third inspection. As the number of Regulated Projects with installed stormwater management measures increases, the number of required annual inspections will increase. A Regulated Project may have only one stormwater management measure or it may have multiple stormwater management measures. Regulated Projects may also include sites that have only full trash capture devices installed. The City's Environmental Coordinator will provide the anticipated inspection list to the selected Contractor each year of the contract. As part of conducting inspections, Contractor shall set up appointments with site locations at least a few days ahead of the inspection date. Regardless of the number of stormwater management measures at a particular Regulated Project, each inspection will be billed per site inspection in lump sum. The total annual NTE for C.3 0 &M inspections is $9,930. The Contractor will be required to use the Alameda Countywide Clean Water Program (ACCWP) Standard Stormwater Treatment BMPs Inspection Report Form (SSBIR form). The Contractor shall be familiar with and follow the City's Enforcement Response Plan when issuing enforcement actions to facilities with deficiencies in any stormwater management measure. The key tasks under this scope of services for conducting C.3 Operations and Maintenance Verification Inspections will include the following: Al. First Inspections 1. In most cases, the City will send a letter to site locations to be inspected prior to Contractor contact. Once the letter has been sent, the Contractor will set up appointments with location representatives at least a few days ahead of the inspection date and set an approximate time for the inspection. The Contractor shall review site drawings and previous inspections at the location to determine compliance history prior to going to the site. Contract Services Agreement between July 1, 2018 City of Dublin and S2S ERM Exhibit A: Scope of Services 2. Visit site and meet with location representative. Explain the purpose for the inspection and ask questions to verify that stormwater management measures are operating and being maintained adequately. 3. Ask location representative for maintenance records for all stormwater management measures, particularly underground or proprietary management measures, 4. Fill out the SSBIR forms and obtain the location representative's signature on the form. Also include the following on the form: L Comments /Remarks /Requirements Section. Indicate in the "remarks" if the on -site catch basins /area drains are labeled "no dumping flows to creek." If not, require location representative to install storm drain markers. ii. Take pictures of potential deficiencies to provide to City staff and the location representative. iii. Determine the appropriate enforcement response timeline, following the City's Enforcement Response Plan, provided in Attachment A, and indicate the timeline in the SSBIR. 5. Collect r eo "graphic information system IGIS; mapping information for each stormwater management measure. The GIS points shall be correlated with a site map and provided to the City for upload into its ArcGIS on -line platform. 6. Distribute appropriate BMP handouts provided by the City to location representative. 7. Contractor shall refer location representative to the City for additional questions beyond the scope of the inspection, 8. When a location representative is NOT available for inspection, Contractor shall contact the City to determine the action the City would like to take. 9. If it is discovered that the site owner /operator is different than the owner /operator provided by the City to the Contractor, notify the City of the change. If the new site owner /operator is occupying the location, the Contractor shall provide educational materials, as needed and complete the inspection. 10. All first inspections shall be completed no later than May 15th of each year. 11. For site locations that have stormwater management measures with potential deficiencies, Contractor will let the location representative know about the deficiency at the end of the first inspection. Contractor will show the location representative the deficiencies and /or concerns and provide a timeline to cure the deficiency to the location representative. Contractor shall follow the City's Enforcement Response Plan when determining the compliance schedule. Contractor shall take pictures of any potential problem areas, document number of pictures taken for a site and note that on the SSBIR form and/or site map. A copy of the SSBIR and accompanying photographs shall be provided by the Contractor to the location representative within 3 business days following the inspection. As necessary and as outlined in the City's Enforcement Response Plan, the Contractor shall be responsible for writing warning letters, Notice of Violations, or other letters to the location representative outlining violations deficiencies, along with appropriate guidance to address the violations. Contractor shall notify the City by the 3rd business day of the week following the inspection of all locations that require a reinspection, Contract Services Agreement between July 1, 2018 City of Dublin and S2S ERM Exhibit A: Scope of Services A2. Reinspections of Stormwater Management Measures 1. Contractor shall email the City weekly (within 3 business days of the week following the inspection) a "reinspection spreadsheet" list of all site locations that require a reinspection. 2. The City will inform the Contractor within 3 business days following the submittal of "reinspection spreadsheet" if the reinspection will be conducted by the City. In most cases, the Contractor will be expected to perform the reinspection. If the inspection is determined to be done by the Contractor, Contractor shall perform the reinspections within the appropriate timeframe (generally within 30 business days of the previous inspection as indicated in the City of Dublin's Enforcement Response Plan). 3. At the reinspection, Contractor shall complete a new SSBIR form and indicate if the appropriate measures have been taken to remedy the deficiencies in the stormwater management measures. Contractor shall take pictures of the areas that were a problem at initial inspection, and email them to the City with the next weekly report. If the City indicates that the deficiencies have been addressed, then the site inspection is considered complete. If a second reinspection is required due to serious deficiencies, Contractor shall notify City staff immediately, and work with City staff to determine what action needs to be taken. B. Municipal Regional Stormwater NPDES Permit Provision CA Business Inspections MRP Provision CA requires permittees to conduct inspections at all industrial and commercial facilities that could reasonably be considered to cause or contribute to stormwater pollution if proper best management practices are not implemented. The City anticipates that the selected Contractor will be required to conduct a total of approximately 150 first inspections on a yearly basis. Out of these, it is expected that approximately 15 -25% will require a second inspection and approximately 25% will require a third inspection, The City's Environmental Coordinator will provide the anticipated inspection list to the selected Contractor each year of the contract; however, the inspection list may be modified from time -to -time in response to businesses opening /closing or complaints. As part of conducting inspections, Contractor shall set up appointments with businesses at least a few days ahead of the inspection date. Each inspection will be billed on a per inspection basis, (i.e. lump sum). The total annual NTE for CA Business inspections is $38,288, The Contractor will be required to use the Alameda Countywide Clean Water Program (ACCWP) Standard Stormwater Facility Inspection Report Form ( SSFIR form). The Contractor shall be familiar with and follow the City' Enforcement Response Plan in the enforcement actions issued to facilities with violations, The key tasks under this scope of services for conducting CA Business Stormwater Inspections will include the following: B.I. First Inspections 1. In most cases, the City will send a letter to businesses to be inspected prior to Contractor contact. Once the letter has been sent, the Contractor shall set up appointments with businesses at least a few days ahead of the inspection date and set an approximate time for the inspection. The Contractor shall review previous inspections at the location to determine compliance history prior to going to the site. 2, Visit the business site and meet with business representative. Explain the purpose for the Contract Services Agreement between July 1, 2018 City of Dublin and S2S ERM Exhibit A: Scope of Services inspection and ask questions to ascertain that operational Best Management Practices are implemented by the business to prevent stormwater pollution, and for those facilities that are also Regulated Projects under Provision C.3, to verify that on -site stormwater management measures are operating and being maintained adequately. The inspection shall include rooftop observations, as safety allows. As applicable, the inspection shall also note the potential presence of equipment/activities that contain PCBs, mercury, copper, or Styrofoam products. If such products are discovered on -site, the Contractor shall provide information on proper use /disposal of said materials. 3. Fill out the SSFIR forms, obtain the business representative's signature on the form, and provide a copy of the form to the business representative. i. Comments /Remarks /Requirements Section. Indicate in the "remarks" if the on -site catch basins /area drains are labeled "no dumping flows to creek." If not, require business representative to install storm drain markers. ii. Take pictures of potential violations to provide to City staff and the business representative. iii. Determine the appropriate enforcement response timeline, following the City's Enforcement Response Plan, and indicate the timeline in the SSFIR. 4. Distribute the appropriate BMP handouts provided by the City to business owners /managers. 5. If an active discharge is observed during the inspection, the Contractor shall take the necessary steps to stop the discharge and immediately contact the City. 6. Contractor shall refer businesses to contact the City for additional questions beyond the scope of the inspection. 7. When a business representative is NOT available for inspection, Contractor shall contact the City to determine the action the City would like to take. 8. if it is discovered that a business is no longer in operation, Contractor shall complete an SSFIR indicating that the site is out of business. Note if a new business has moved into the facility and provide the information to the City. 9. All first inspections shall be completed no later than June 15th of each year. 10. For businesses that have potential or actual stormwater violations, Contractor will let the business representative know at the end of the first inspection that the business has violation(s) that must be addressed. Contractor will show the business representative all potential or actual violations and /or concerns and provide a timeline to the business representative. Contractor will follow the City's Enforcement Response Plan when determining compliance schedule. Contractor shall take pictures of any actual or potential problem areas, document number of pictures taken for a site and note that on the SSFIR form. If necessary and as outlined in the City's Enforcement Response Plan, the Contractor shall be responsible for writing warning letters, Notice of Violations, or other letters to the business representative outlining violations or potential violations, along with appropriate guidance to address the violations. Contractor will notify the City by the 3rd business day of the week following inspection of all businesses that require a re- inspection. B.2 Reinspection of Businesses 1. Contractor shall email the City weekly (within 3 business days of the week following the inspection) a "reinspection spreadsheet" list of all businesses that require a reinspection. Contract Services Agreement between July 1, 2018 City of Dublin and S2S ERM Exhibit A: Scope of Services 2. The City will inform the Contractor within 3 business days following the submittal of "reinspection spreadsheet" if the reinspection will be conducted by the City. In most cases, the Contractor will be expected to perform the reinspection. 3. If the inspection is determined to be done by the Contractor, Contractor shall perform the reinspections within the appropriate timeframe (generally within 10 business days of the previous inspection unless rain is imminent, as indicated in the City of Dublin's Enforcement Response Plan). At the reinspection, Contractor shall complete a new SSFIR form and indicate if the business has made the appropriate corrections /changes. Contractor shall take pictures of the areas that were a problem at initial inspection, and email them to the City with the next weekly report. If the City indicates that the business is now in compliance and all potential and actual violations have been corrected, then the business inspection is considered complete. If reinspection is required due to serious violation, Contractor shall notify City staff immediately, and work with City staff to determine what action needs to be taken. C. Spill and Discharge Response Environmental Services (ES) in the Public Works Department has responsibility for spill and discharge response, investigation, cleanup, follow -up, and record keeping. ES will utilize the Contractor to assist with spill response efforts for the City. The Contractor will be the first responder, as needed, on evenings, weekends, and holidays. The City will utilize the Contractor for assistance with spill and discharge response, as needed. The Contractor may be called upon to conduct investigations, develop action plans, assist with spill containment, assist with recordkeeping and time tracking, conduct follow -up work, or other activities as described in the City's Spill and Discharge Response Plan. The Contractor is required to follow the Spill and Discharge Response Plan as it may be updated from time -to -time. As the first responder, the Contractor shall use the city's Urban Runoff and Incident Report Form and follow procedures as outlined in the City's Spill and Discharge Response Plan after consulting with City staff regarding how to proceed with the response. The Contractor will provide a qualified individual to conduct site investigations associated with any reported spills or discharges, The spill inspector will obtain the appropriate field forms and any available improvement plans and /or any GIS information identifying the location of storm drains in the immediate area. The Contractor is responsible for providing the spill inspector appropriate PPE and field equipment, including a camera and reporting materials. Assumptions for Spill Response Investigations: • The Contractor shall assume there will be up to 12 spill investigations needed per fiscal year. • The Contractor shall assume a typical spill response investigation will take no more than 4 hours initially. • The Contractor shall assume the follow up on the incident will take no more than 1.5 hours. Contract Services Agreement between July 1, 2018 City of Dublin and $2S ERM Exhibit A: Scope of Services • The Contractor shall assume the emergency weekend /after hours on -call rate will be 1.5 times the normal hourly rate. • In the event the Contractor is the first to arrive at an emergency situation (hazardous or unknown material spill), the Contractor shall notify First Responders and the City of Dublin in parallel to immediately resolve any unsafe /hazardous situations. • For all other non - hazardous spills, the Contractor would follow the reporting protocol as outlined by the City of Dublin and the City of Dublin will make all agency and responsible party potential fine notifications. • The total annual NTE for spill response is $15,000. Post Inspection Reporting and Deliverables: This section is applicable to both C.3 Operations and Maintenance Verification Inspections and CA Stormwater Business Inspections. Contractor shall provide the following: 1, Send weekly reports electronically to the City (by the 3rd day of the following business week), apprising the City with the status of inspections. The weekly reports must include a summary of the number of business inspections completed to date, the number of first inspections remaining, a list of the businesses that need reinspection and an updated work plan outlining when the inspections will be completed. 2. Include electronic copies of Stormwater Inspection Report Forms and photographs for all inspections completed that week. Picture format should include a date /time notation. 3. Monthly - return completed originals of all inspections to City, along with a monthly updated spreadsheet of inspection status by email to City. Monthly report will be due by the 15th of the following month to the City via email; hardcopy of originals due by 201h of the following month. City of Dublin will provide the Contractor with the following: 1, Excel Spreadsheet of businesses /Regulated Projects to be inspected each year. 2. BMP brochures to hand out to businesses. 3. Hard copies of SSFIR forms. SSBIR forms will be made available electronically for the Contractor to print. 4. Inspection history and other relevant data /information. Project Management and QAIQC The Contractor shall provide a Project Manager for coordination and management of the Contractor team activities and communication with the City of Dublin. Contingency This contract includes a contingency amount of $10,000 which may only be expended upon written pre- verification approval by the City. Contract Services Agreement between July 1, 2018 City of Dublin and S2S ERM Exhibit A: Scope of Services EXHIBIT B COMPENSATION SCHEDULE SURF 2 SNOW ENVIRONMENTAL RESOURCE MANAGEMENT Standard Position Title Principal -In- Charge Hourly Rate $ 90 Weekend Rates $135 Project Manager/ Primary Point of Contact $ 75 $112.50 Lead Inspector, QA/QC Coordinator $ 65 $97.50 Field Inspector $ 55 $82.50 GIS Specialist $ 55 $82.50 i Backup Inspector (QSP) IS 65 $57.50 Contract Services Agreement between July 1, 2018 City of Dublin and S2S ERM' Exhibit B: Compensation Schedule