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2013/06/11 D-Max Engineering, Inc. FY13/14 Stormwater services PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT for Professional Services ("Agreement") is made this 2no day of October, 2013 by and between the CITY OF MENIFEE ("City") and D-Max Engineering, Inc. ("Consultant") (together sometimes referred to the "Parties"). Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work, (Exhibit A) and incorporated here. Consultant will perform subsequent Task Orders as requested by the Contract Administrator, in accordance with the Scope of Work. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the June 11, 2013 and shall end as described in the Task unless the term of the Agreement is otherwise terminated or extended as provided for in Section 8. The time provided to Consultant 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. 1.2 Standard of Performance. Consultant 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 Consultant is engaged in the geographical area in which Consultant practices its profession and to the sole satisfaction of the Contract Administrator. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to 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, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's obligations hereunder. 1.5 Authorization to Perform Services. The Consultant 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 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed fifty thousand dollars ($50,000) notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City shall pay Consultant 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 Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner Professional Services Agreement vith D-Max Engineering„Inc.—Storm Water Services 1 of 12 specified herein. Except as specifically authorized in advance by City, Consultant shall not bill City for duplicate services performed by more than one person. 2.1 Invoices. Consultant shall submit invoices monthly during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; • The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; • At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder necessary to complete the work described in Exhibit A; • Receipts for expenses to be reimbursed; • The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last ten percent (10%) of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant 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 Consultant 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 in writing prior to the submission of such an invoice. 2.6 Hourly Fees. Fees for work performed by.Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule included with Exhibit A. 2.6 Reimbursable Expenses. Reimbursable expenses are included within the maximum amount of the contract. Professional Services Agreement with D-Max Engineering,Inc.—Stonn Water Services 2 of 12 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. Section 3. FACILITIES AND EQUIPMENT. Except as otherwise provided, Consultant shall, at its sole cost and expense, provide all facilities and equipment necessary to perform the services required by this Agreement. City shall make available to Consultant only physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant'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 required 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, Consultant, at its own cost and expense, shall procure the types and amounts of insurance checked below and provide Certificates of Insurance, indicating that Consultant has obtained or currently maintains insurance that meets the requirements of this section and which is satisfactory, in all respects, to the City. Consultant 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 Consultant's compensation. Consultant shall not allow any subcontractor, consultant or other agent to commence work on any subcontract until Consultant 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. Consultant acknowledges the insurance policy must cover inter-insured suits between the City and other Insureds. 4.1 Workers' Compensation. Consultant 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 Consultant. 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, ONE MILLION DOLLARS ($1,000,000.00) disease per employee, ONE MILLION DOLLARS ($1,000,000.00) disease per policy . In the alternative, Consultant 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 Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and authorized volunteers for loss arising from work performed under this Agreement. 4.2 Commercial General Automobile Liability Insurance. Professional Services Agreement with D-Max Engineering,Inc.—Storm Water Services 3 of 12 4.2.1 General requirements. Consultant, 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, TWO MILLION DOLLARS ($2,000,000.00) general aggregate, TWO MILLION DOLLARS ($2,000,000.00) products/completed operations aggregate. 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 hired, owned and non-owned automobiles. 4.2.2 Minimum scone of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 or GL 0002 (most recent editions) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ad. 12/90) Code 8 and 9. No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy: a. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. b. Any failure of Consultant to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. 4.3 Professional Liability Insurance. 4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form: a. The retroactive date of the policy must be shown and must be no later than the commencement of the work. b. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement or the work, so long as commercially available at reasonable rates. Professional Services Agreement with D-Max Engineering,Inc.—Stonn Water Services 4 of 12 C. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five (5) years after completion of the Agreement or the work. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the work under this Agreement. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 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 and admitted in California. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured endorsement or policy language granting additional insured status complete certified copies of all policies, including complete certified copies of all endorsements. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. The Certificate of Insurance must include the following reference: AS- NEEDED Storm Water Services. The name and address for Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of Menifee, 29714 Haun Road, Menifee, CA 92586. The City must be endorsed as an additional insured for liability arising out of ongoing and completed operations by or on behalf of the Consultant. 4.4.3 Notice of Reduction in or Cancellation of Coverage A certified endorsement shall be attached to all insurance obtained pursuant to this Agreement stating that coverage shall not be suspended, voided, canceled or materially changed by either party, or reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified, mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than ten (10) working days after Consultant is notified of the change in coverage. 4.4.4 Additional insured: primary insurance. City and its officers, employees, agents, and authorized 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 Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant, as applicable; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant in the course of providing services pursuant to this Agreement. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or authorized volunteers. The insurance provided to the City as an additional insured must apply on a primary and non- Professional Services Agreement with D-Max Engineering,Inc.—Storm Water Services 5 of 12 contributory basis with respect to any insurance or self-insurance program maintained by the City. Additional insured status shall continue for(1) year after delivery of product(s). A certified endorsement must be attached to all policies stating 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. 4.4.5 Deductibles and Self-insured Retentions. Consultant shall obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for eac h subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.7 Variation. Contract Administrator may approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.5 Remedies. In addition to any other remedies City may have if Consultant 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 Consultant's breach: f Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Professional Services Agreement with D-Max Engineering,Inc.—Storm Water Services 6 of 12 Section 6. INDEMNIFICATION. (a ) Indemnification for Professional Liability, Where the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless City and any and all of its officials, employees and agents ("Indemnified Parties") from and against any and all losses, liabilities, damages, costs and expenses, including attorney's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or sub-consultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. (b) Indemnification for Other than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, protect, defend and hold harmless the City of Menifee, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or sub-contractors of Consultant. (c) The provisions of this section do not apply to claims occurring as a result of City's sole or active negligence. The provisions of this section shall not release City from liability arising from gross negligence or willful acts or omissions of City or any and all of its officials, employees and agents. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant'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 Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled 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. 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. Consultant and any subcontractor shall comply with all applicable local, state and federal laws and regulations applicable to the Professional Services Agreement with D-Max Engineering,Inc.—Stom Water Services 7 of 12 performance of the work hereunder. Consultant shall not hire or employ any person to perform work within the City of Menifee or allow any person to perform work required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. Consultant shall obtain a City of Menifee business license. Consultant shall require the same of all subcontractors. 7.3 Licenses and Permits. Consultant represents and warrants to City that Consultant 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. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term or this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant 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, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant 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. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 A _mendme_nts. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant'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 Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance Professional Services Agreement with D-Max Engineering,Inc,—Storm Water Services 8 of 12 contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. In the event that key personnel leave Consultant's employ, Consultant shall notify City immediately. 8.6 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, any or all of 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 Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant 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 Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties unless required by law. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of, the City. Under California Government Code Section 8546.7, if the amount of public Professional Services Agreement with D-Max Engineering,Inc.—Storm Water Services 9 of 12 funds expended under this Agreement exceeds Ten Thousand Dollars ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys'..Fees. If either 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 and expenses including costs, 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. 10.2 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 Riverside County. 10.3 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. 10.4 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. 10.6 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. 10.6 Consultant Representative. All matters under this Agreement shall be handled for Consultant by Arsalan Dadkhah. 10.7 City Contract Administration. This Agreement shall be administered by a City Employee, Jonathan G. Smith ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.8 Notices. Any written notice to Consultant shall be sent to: D-Max Engineering, Inc. 7220 Trade Street, Suite 119 San Diego, CA 92121 858.586,6600 Any written notice to City shall be sent to the Contract Administrator with a copy to: City Clerk City of Menifee 29714 Haun Road Professional Services Agreement with D-Max Engineering,Inc.—Storm Water Services 10 of 12 Menifee, CA 92586 10.9 Professional Seal. Where applicable in the determination of the Contract Administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.10 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 Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. 10.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 10.12 Nondiscrimination. Consultant shall not discriminate in any way, against any person n the basis of race, color, religious creed, national origin, ancestry, sex, age, physical handicap, medical condition or marital status in connection with or related to the performance of this Agreement. Section 11. The ies have executed this Agreement as of the Effective Date. CITY OF NI CONSULTANT 7 - Lzl�— Scott A. Mann, Mayor Arsalan Dadkhah, Ph.D., P.E. President Attest: n Quenzer ary Kathy�Bennett,�wCi Ity Clerk Approved as to Form: J 'e H. Biggs, Interi y Attorney Professional Services Agreement with D-Max Engineering,Inc.—Storm Water Services 11 of 12 EXHIBIT A SCOPE OF WORK See attached D-Max Engineering Proposal dated August 19, 2013. Professional Services Agreement with D-Max Engineering,Inc.—Storm Water Services 12 of 12 D-MAx Engineering, Inc. =A� Consultants in Water & Environmental Sciences August 19, 2013 Mr. Jonathan G. Smith, P.E., QSD Director of Public Works and City Engineer City of Menifee 29714 Haun Road Menifee, CA 92586 Re: Proposal to provide storm water services to the City during 2013-2014 Dear Mr. Smith: Per your request, D-Max Engineering, Inc. (D-Max) is pleased to submit this proposal to provide the City of Menifee (City) with storm water services in 2013-2014. During the 2012- 2013 fiscal year, D-Max assisted the City in preparing and updating a Local Implementation Plan (LIP) to meet storm water regulations. Additionally, we worked with the City to implement the industrial and commercial inspection program and achieve regulatory compliance. As part of the inspection program, we visited 141 sites, including 88 high priority sites and 53 medium priority sites. We completed 93 full inspections and an additional 48 partial inspections at these sites. D-Max worked closely with City staff during the program to put enforcement procedures and follow-up actions into practice. Inspection data were entered into a Microsoft Access database created by D-Max for the City. Tasks to be completed by D-Max during the 2013-2014 reporting period are presented in the task list below. The proposed cost to complete the services described herein is presented at the end of the proposal. Scope of Services Task 1: Industrial/Commercial Business Inspection Program The Permit requires that the City's industrial and commercial inspection program includes annual inspection of high priority sites, inspection at least every two years for medium priority sites, and inspection once during the Permit term for low priority sites. We have determined that 51 high priority, 42 medium priority, and 33 low priority sites should be inspected during 2013-2014. These totals are based on the prioritization of the 2012 inventory provided by the City and the results of the 2012-2013 inspection program conducted by D-Max. It should be noted that there are a total of 67 low priority facilities on the inventory that still require inspection. The designation of 33 low priority sites for inspection in 2013-2014 assumes that the remaining 34 low priority sites will be inspected in 2014-2015. It should also be noted that some of the selected businesses may be inspected by the County CAP during 2013-2014. To avoid duplicate efforts, coordination with the CAP will be conducted as presented in Task 4: Project Coordination. D-Max will not inspect those facilities that will be inspected for storm water through the CAP. Follow- up inspections and/or other complaint or special inspections may be conducted by D-Max at the request of the City. Routine inspections of high, medium, and low priority businesses will be charged at the rate presented at the end of the proposal. Follow-up or other special inspections will be charged based on time and materials. See attached Schedule of Fees. 7220 Trade Street 0 Suite 119 ■ San Diego, CA 92121 0 (858) 586.6600 0 Fax (858) 586-6644 Mr.Jonathan Smith qlmpw ` � City of Menifee August 19,2013 M AM W A W Page 2 Task 2• Industrial/Commercial Business Inspection Reporting As discussed in our last meeting, summary reports for the 2012-2013 inspections will be generated and mailed to the inspected businesses. A cover letter for these reports will be drafted for City approval. Additionally, industrial and commercial inspection data from 2013-2014 will be entered into the Microsoft Access database created by D-MAX for the City. Summary reports for 2013-2014 inspections will be generated from the database and mailed to the inspected businesses as well. Inspection reporting will be charged based on time and materials. See attached Schedule of Fees. Task3• Municipal Facilities Inspection Program The City confirmed that City-owned parks will be inspected on an annual basis in the LIP. The City also reported that a Public Works yard was in the process of being constructed at that time. Inspections of the six parks on the City's current municipal inventory and the Public Works yard will be completed by D-MAX in 2013-2014. Municipal inspections will be charged at the rate presented at the end of the proposal. Task 4: Proiect Coordination D-MAX will provide all coordination and management necessary for the City's inspection programs (i.e. industrial/commercial and municipal), as well as any other as-needed projects. Program management includes coordination with City staff regarding storm water issues, providing status updates as needed, and managing any project-related meetings (including preparation for City Council, if necessary). Specifically, this will include coordination with the County regarding CAP storm water inspections to avoid duplicate inspection efforts. Additionally, we will provide the City's Business Department with an updated business inventory, as discussed in our last meeting. Project coordination will be charged based on time and materials. See attached Schedule of Fees. Task 5: As-Needed Storm Water Services It has been our experience with other local municipalities that storm water related issues often arise that require additional effort or attention. Some of these may be urgent and require immediate expert action. D-MAX is pleased to provide any other as-needed, on-call services to the City that have not been identified in this proposal. Based on our conversations to-date with City staff, these will likely include assistance with a response to a Regional Water Quality Control Board (RWQCB) Notice of Violation (NOV), updating the LIP with program changes, and may include assistance with annual reporting. As-Needed storm water services will be charged based on time and materials. See attached Schedule of Fees. Mr.Jonathan Smith City of Menifee August 19,2013 s ® v Page 3 mmmwa a�rx m Costs for Services Our proposed costs to complete the scope of services described in the proposal: Service Cost Task 1: Industrial/Commercial Inspection Program High priority facilities $225/per inspection Medium priority facilities $200/per inspection Low priority facilities $175/per inspection Partial inspection $50/per inspection Follow-ups or otherspecial inspections Time and Materials Task 2: Industrial/Commercial Inspection Reporting Time and Materials Task 3: Municipal Facilities Inspection Program $200/per inspection Task 4: Project Coordination Time and Materials Task 5: As-Needed Storm Water Services Time and Materials Please call me at (858) 586-6600 ext. 22 if you have any questions regarding this proposal. Sincerely, D-MMAx Engineering, Inc. Wc'dtL�^-�° �J Arsalan Dadkhah, Ph.D., P.E. Principal ®�v ®sue armor® AMWM Amy SCHEDULE OF FEES January 1,2013 LABOR OTHER CHARGES Classification Hourly Rate Subcontracted services, such as sub Clerk* $ So consultants, outside testing, drilling, and surveyors, will be charged at cost plus Word Processor* 55 15%. Other project-specific costs, such Drafter* 70 as rentals, expendable or special Technician* 70 supplies, special project insurance, Senior Technician* 80 permits and licenses, shipping, subsistence, tolls and parking, outside Staff Scientist/Engineer I 85 copying/printing, etc., will be charged at Staff Scientist/Engineer H 95 cost plus 15%. Mileage will be charged Assistant Project Scientist/Engineer 105 at a rate of$0.60 per mile. Project Scientist/Engineer 112 Client will be responsible for any Senior Scientist/Engineer 125 applicable taxes in addition to the fees Principal Scientist/Engineer 150 due for Services. * Overtime (in excess of 8 hours per day) and weekend hours will be charged at 1.5 times the above rates for non- exempt personnel. Field and hourly services will be charged portal to portal from our office, with a two-hour minimum. Appearance as expert witnesses at court trials,mediation, arbitration hearings and depositions will be charged at $200/hour. Time spent preparing for such appearances will be charged at the above standard hourly rates.