AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this 15 day of
HugusT, 2022, by and between the City of Merced, a California Charter Munidipal Corporation, whose address of record is 678 West 18" Street, Merced California 95340, (hereinafter referred to as "City") and HerSchy Environmental, Inc., a California Corporation, whose address of record is P.O. Box 229, Bass Lake, California 93604 (hereinafter referred to as "Consultant").
WHEREAS, City is undertaking a project to monitor the Airport Hazardous Waste Site; and,
WHEREAS, Consultant represents that it possesses the professional skills to provide environmental monitoring services in connection with said project.
NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants hereinafter recited, hereby agree as follows:
1. SCOPE OF SERVICES. The Consultant shall furnish the following services: Consultant shall provide the environmental monitoring services described in Exhibit "A" attached hereto.
No additional services shall be performed by Consultant unless approved in advance in writing by the City, stating the dollar value of the services, the method of payment, and any adjustment in contract time. All such services are to be coordinated with City and the results of the work shall be monitored by the Environmental Project Manager or designee. However, the means by which the work is accomplished shall be the sole responsibility of the Consultant.
2. TIME OF PERFORMANCE. All of the work outlined in the Scope of Services shall be completed in accordance with the Schedule outlined in Exhibit "A" attached hereto and incorporated herein by reference. By mutual agreement and written addendum to this Agreement, the City and the Consultant may change the requirements in said Schedule.
3. TERM OF AGREEMENT. The term of this Agreement shall
commence upon the day first above written and end on June 30, 2025.
COMPENSATION. Payment by the City to the Consultant for actual services rendered under this Agreement shall be made upon presentation of an X: Agreements|Public Works\2022\PSA - Herschy Environmental Re Monitor Airport Hazardous Waste.docx 1 invoice detailing services performed under the Scope of Services, in accordance with the fee schedule set forth in Exhibit "A" attached hereto and incorporated herein by reference. The Consultant agrees to provide all services required under the Scope of Services in Exhibit "A" within the compensation amount set forth in Exhibit "A". For Consultant's services rendered under this Agreement, City shall pay Consultant the not to exceed sum of Twenty-Nine Thousand Nine Hundred Seventy-Two Dollars ($29,972.00).
METHOD OF PAYMENT. Compensation to Consultant shall be
paid by the City after submission by Consultant of an invoice delineating the services performed.
6. RECORDS. It is understood and agreed that all plans, studies, specifications, data magnetically or otherwise recorded on computer or computer diskettes, records, files, reports, etc., in possession of the Consultant relating to the matters covered by this Agreement shall be the property of the City, and Consultant hereby agrees to deliver the same 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 set forth hereinabove, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use.
7. 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 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. Any records or documents required to be maintained 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.
8. INDEPENDENT CONTRACTOR. It is expressly understood that Consultant is an independent contractor and that its employees shall not be employees of or have any contractual relationship with the City. Consultant shall be responsible for the payment of all taxes, workers' compensation insurance and unemployment insurance. Should Consultant desire any insurance protection, the Consultant is to acquire same at its expense.
In the event Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of X: \Agreements\Public Works|2022\PSA - Herschy Environmental Re Monitor Airport Hazardous Waste.docx 2 competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, protect, defend, and hold harmless the City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant 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.
9. INDEMNITY. Consultant shall indemnify, protect, defend (with legal counsel selected by the City), save and hold City, its officers, employees, and agents, harmless from any and all claims or causes of action for death or injury to persons, or damage to property resulting from intentional or negligent acts, errors, or omissions of Consultant or Consultant's officers, employees, volunteers, and agents during performance of this Agreement; Consultant shall indemnify, protect, defend (with counsel selected by the City) save and hold City, its officers, employees and agents harmless from any and all claims or causes of action for any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct, negligent acts, or omissions of Consultant or its employees, subcontractors, or agents, or by the quality or character of Consultant's work, or resulting from the negligence of the City, its officers, employees, volunteers and agents, except for loss caused by the sole negligence or willful misconduct of the City or its officers, employees, volunteers or agents. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall survive the termination of this Agreement and shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration.
10. INSURANCE. During the term of this Agreement, Consultant shall maintain in full force and effect at its own cost and expense, the following insurance coverage:
a. Workers' Compensation Insurance. Full workers' compensation insurance shall be provided with a limit of at least One Hundred Thousand Dollars ($100,000) for any one person and as required by law, including Employer's X: \Agreements\Public Works|2022 \PSA - Herschy Environmental Re Monitor Airport Hazardous Waste.docx 3 Liability limits of $1,000,000.00 per accident. The policy shall be endorsed to waive the insurer's subrogation rights against the City.
General Liability.
(i) Consultant shall obtain and keep in full force and effect general liability coverage at least as broad as ISO commercial general liability coverage occurrence Form CG 0001.
(ii) Consultant shall maintain limits of no less than One Million Dollars ($1,000,000) per occurrence for bodily injury, personal injury and property damage.
(iii) The City, its officers, employees, volunteers and agents are to be named as additional insureds under the policy, as respects liability arising out of work or operations performed by or on behalf of the Consultant.
(iv) The policy shall stipulate that this insurance will operate as primary insurance for work performed by Consultant and its sub-contractors, and that any other insurance or self insurance maintained by City or other named insureds shall be excess and non-contributory.
(v) Consultant shall maintain its commercial general liability coverage for three (3) years atter completion of the work and shall add an additional insured endorsement form acceptable to the City naming the City of Merced, its officers, employees, agents and volunteers for each year thereafter for at least three (3) years after completion of the work. Copies of the annual renewal and additional insured endorsement form shall be sent to the City within thirty (30) days of the annual renewal.
Automobile Insurance.
(i) Consultant shall obtain and keep in full force and effect an automobile policy of at least One Million Dollars ($1,000,000) per accident for bodily injury and property damage.
X: \Agreements|Public Works|2022\PSA - Herschy Environmental Re Monitor Airport Hazardous Waste.docx 4 (ii) The City, its officers, employees, volunteers and agents are to be named as additional insureds under the policy, as respects automobiles owned, leased, hired or borrowed by the
Consultant.
(ili) The policy shall stipulate that this insurance will operate as primary insurance for work performed by Consultant and its sub-contractors, and that any other insurance or self insurance maintained by City or other named insureds shall be excess and non-contributory.
d. Professional Liability Insurance. Consultant shall carry professional liability insurance appropriate to Consultant's profession in the minimum amount of One Million Dollars ($1,000,000). Architects and engineers' coverage is to be endorsed to include contractual liability.
e. Qualifications of Insurer. The insurance shall be provided by an acceptable insurance provider, as determined by City, which satisfies all of the following minimum requirements:
(i) An insurance carrier admitted to do business in California and maintaining an agent for service of process within this State; and,
(ii) An insurance carrier with a current A.M. Best Rating of A:VII or better (except for workers' compensation provided through the California State Compensation Fund).
f. Certificate of Insurance. Consultant shall complete and file with the City prior to engaging in any operation or activity set forth in this Agreement, certificates of insurance evidencing coverage as set forth above and which shall provide that no cancellation or expiration by the insurance company will be made during the term of this Agreement, without thirty (30) days written notice to City prior to the effective date of such cancellation—including cancellation for nonpayment of premium. In addition to any other remedies City may have, City reserves the right to withhold payment if Consultant's insurance policies are not current.
X: \Agreements\Public Works|2022\PSA - Herschy Environmental Re Monitor Airport Hazardous Waste.doex 5 11. PREVAILING WAGES.
A. Labor Code Compliance. If the work performed under this Agreement falls within Labor Code Section 1720(a)(1) definition of a "public works" the Vendor agrees to comply with all of the applicable provisions of the Labor Code including, those provisions requiring the payment of not less than the general prevailing rate of wages. The Consultant further agrees to the penalties and forfeitures provided in said Code in the event a violation of any of the provisions occurs in the execution of this Agreement.
B. These wage rate determinations are made a specific part of this Agreement by reference pursuant to Labor Code Section 1773.2. General Prevailing Wage Rate Determinations may be obtained from the Department of Industrial Relations Internet site at http://www.dir.ca.gov/.
C. After award of the Agreement, and prior to commencing work, all applicable General Prevailing Wage Rate Determinations, if applicable, are to be obtained by the Vendor from the Department of Industrial Relations. Theses wage rate determinations are to be posted by the Consultant at the job site in accordance with Section 1773.2 of the California Labor Code.
D. Consultant agrees to include prevailing wage requirements, if applicable, in all subcontracts when the work to be performed by the subcontractor under this Agreement is a "public works" as defined in Labor Code Section 1720(a)(1) and Labor Code Section 1771.
12. ASSIGNABILITY OF AGREEMENT. It is understood and agreed that this Agreement contemplates personal performance by the Consultant and is based upon a determination of its unique personal competence and experience and upon its specialized personal knowledge. Assignments of any or all rights, duties or obligations of the Consultant under this Agreement will be permitted only with the express written consent of the City.
13. TERMINATION FOR CONVENIENCE OF CITY. The City may
terminate this Agreement any time by mailing a notice in writing to Consultant that the Agreement is terminated. Said Agreement shall then be deemed terminated, and no further work shall be performed by Consultant. If the Agreement is so terminated, the Consultant shall be paid for that percentage of the phase of work actually completed, based on a pro rata portion of the compensation for said phase satisfactorily completed at the time the notice of termination is received.
X: Agreements\Public Works\2022\PSA - Herschy Environmental Re Monitor Airport Hazardous Waste.docx
14. CONFORMANCE TO APPLICABLE LAWS. Consultant shall
comply with its standard of care regarding all applicable Federal, State, and municipal laws, rules and ordinances. No discrimination shall be made by Consultant in the employment of persons to work under this contract because of race, color, national origin, ancestry, disability, sex or religion of such person.
Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. 1101 et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any agency or instrumentality of the federal or state government, including the courts, impose sanctions against the City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by the City in connection therewith.
15. WAIVER. In the event that either City or Consultant shall at any time or times waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or any other covenant, condition or obligation. Waiver shall not be deemed effective until and unless signed by the waiving party.
16. INCONSISTENT OR CONFLICTING TERMS IN AGREEMENT
AND EXHIBITS. In the event of any contradiction or inconsistency between any attached documents) or exhibit(s) incorporated by reference herein and the provisions of the Agreement itself, the terms of the Agreement shall control.
Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement. Any contractual terms or conditions contained in such exhibit imposing additional obligations on the City are not binding upon the City unless specifically agreed to in writing, and initialed by the authorized City representative, as to each additional contractual term or condition.
17. AMBIGUITIES. This Agreement has been negotiated at arms' length between persons knowledgeable in the matters dealt with herein. Accordingly, any rule of law, including, but not limited to, Section 1654 of the Civil Code of California, or any other statutes, legal decisions, or common-law principles of similar effect, that would require interpretation of any ambiguities in this X: \Agreements|Public Works 2022\PSA - Herschy Environmental Re Monitor Airport Hazardous Waste.docx 7 Agreement against the party that drafted this Agreement is of no application and is hereby expressly waived.
18. VENUE. This Agreement and all matters relating to it shall be governed by the laws of the State of California and any action brought relating to this agreement shall be held exclusively in a state court in the County of Merced.
19. AMENDMENT. This Agreement shall not be amended, modified, or otherwise changed unless in writing and signed by both parties hereto.
20. INTEGRATION. This Agreement constitutes the entire
understanding and agreement of the parties and supersedes all previous and/or contemporaneous understanding or agreement between the parties with respect to all or any part of the subject matter hereof.
21. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of the parties hereto warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of their entity and has/have the authority to bind their party to the performance of its obligations hereunder.
22. COUNTERPARTS. This Agreement may be executed in one or more counterparts with each counterpart being deemed an original. No counterpart shall be deemed to be an original or presumed delivered unless and until the counterparts executed by the other parties hereto are in the physical possession of the party or parties seeking enforcement thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first above written.
CITY OF MERCED
A California Charter Municipal
Corporation
BY:
City Manager
x: AgreementsiPublic Works|2022\PSA - Herschy Environmental Re Monitor Airport Hazardous Waste.docx 8 ATTEST: ONE Ot MERCEO
STEPHANIE R. DIETZ, CITY CLERK
By Alejand Stratna 9122022 NCORPORATED AREN
Assistant/Deputy City Clerk
A.D. 1889
APPROVED AS TO FORM:
BY: 3/8/2022
City Attorney Date
302116 P0#146461
ACCOUNT DATA:
> 4/922
Verified by Finance Officer V-16516
Funds available. Ox 9/8/22
557-1106-532-17-00 PL 915/22
{Signatures continued on next page,
FY 22/23 #9,990.67
FY 23/24 9,990.67
Fy 24/25 9,990.66
Total 29,972.00
X: \Agreements\Public Works|2022\PSA - Herschy Environmental Re Monitor Airport Hazardous Waste.docx 9 CONSULTANT
HERSCHY ENVIRONMENTAL, INC.,
A California Corporation
3x: spathia Schymised
Signature
Cynthia Schymiczet
Typed Namer
Its: PRESidENt lOWNER
(Title)
(Signature)
Srott Jaikson
(Typed Name)
ts: Pruj ect Geriagist
lite
Taxpayer I.D. No. 41-2103509
ADDRESS: P.O. Box 229
Bass Lake, CA 93604
TELEPHONE: (559) 412-4718
FAX:_ (559) 641-7340
E-MAIL: [email protected]
X:LAgreements Public Works 2022\PSA - Herschy Environmental Re Monitor Airport Hazardous Waste.docx 10 H erSchy Environmental, Inc.
PO Box 229 •Bass Lake, CA 93604-0229 •Phone: 559-412-4718 •Fax: 559-412-4838 July 25, 2022
Mr. Joe Angulo
City of Merced Public Works
1776 Grogan Avenue
Merced, California 95341
RE: Scope of Work
Environmental Investigation
Merced Regional Airport hazardous waste site
Mr. Angulo:
HerSchy Environmental, Inc. (HerSchy) is pleased to present this Scope of Work document for the work awarded in the city's Environmental Investigation Request for Proposal at the Merced Regional Airport hazardous waste site. The RFP was issued by the City of Merced (City) in an e-mail dated April 29, 2022 and is based on the required investigative work described in the June 9, 2011 final Monitoring and Reporting Program No. R5-2011-0808 (MRP) from the California Regional Water Quality Control Board (RWQCB). HerSchy was subsequently awarded the project, details of which are presented herein.
Semi-annual groundwater monitoring events will be conducted during the third and first quarters beginning in the third quarter of 2022 and ending in the first quarter of 2025. The final reporting deadlines are November 1 and May 1 of each year. Groundwater sampling will be scheduled with sufficient time to have analytical results returned to us and a draft copy sent to the City for approval at least three weeks prior to submitting the final by the deadline. Each report will contain historic data as outlined in the MRP and the current event's data in graphical form, with the third quarter event being an annual report additionally reporting the year's data in graphical form and presenting a plume analysis and any recommendations. A total of 24 wells are involved with this site, with eight wells scheduled for sampling in the first quarter and 17 in the third quarter.
HerSchy presently employs one technician and a professional geologist, with other field staff that works on an as-needed basis. There are sufficient hours available in any given work week to conduct all phases of the work, from sampling to reporting
Please contact Scott Jackson at (559) 412-4718 with any questions.
Best regards,
HerSchy Environmental, Inc.
Suett fukion
Scott Jackson
Senior Project Geologist
EXHIBIT A
..
Mr. Joseph Angulo City of Merced
July 25, 2022
CITY OF MERCED RFP
HERSCHY ENVIRONMENTAL, INC.
Equipment and Methodologies
The following equipment and methods will be used in the collection and analysis of groundwater samples.
• HerSchy shall establish traffic control at locations in the street or city right-of-way using cones and signage signaling work ahead. Personnel shall wear reflective safety vests during work at these locations.
• 12-volt submersible pump, Grundfos Rediflow 2 submersible pump, or disposable bailer attached to a steel cable and electric winch system for purging, depending on depth to well, water column, and purge volume required. A minimum of three well volumes will be purged prior to sampling, with the EC, ph, temperature, and dissolved oxygen readings collected at each purge volume and stable prior to sample collection. Purging and sampling will be as per the Merced County September 2002 Minimum Monitoring Well Sampling Requirements. The submersible pump(s) and/or steel cable will be decontaminated with non-phosphorous detergent and a rinse prior to use at each well. New bailers will be used at each well. Purge and decontamination water will be discharged onto the site as approved by the Regional Water Quality Control Board (RWQCB).
• YSI 556 pH, EC, temperature, oxygen-reduction potential and dissolved oxygen meter. • Solinst sounder, decontaminated between wells with non-phosphorus detergent and rinse water prior to use at each well.
• New disposable bailers to collect samples or purge wells, with the sampler wearing new disposal nitrile gloves at each sampling point. Samples from each well will be stored in zip-lock bags and stored in a cooler chilled to 4 degrees Celsius or less for transport to the certified laboratory under chain-of-custody documentation. The samples and cooler will be placed away from generators or other sources of potential cross-contamination.
Samples will be prepared by the laboratory using EPA Method 5030, with EPA Method 8015B used for Total Petroleum Hydrocarbons - gasoline range (TPH-g) and a full scan EPA Method 8260 will be used in the analysis for volatile organic compounds (VOCs). Total petroleum hydrocarbons - diesel range (TPH-d) will be prepared using the LUFT method and analyzed using EPA Method 8015B.
• Reporting will be as directed in the MRP.
H erSchy Environmental, Inc.
PO Box 229 • Bass Lake, CA 93604-0229• Phone: 559-412-4718• Fax: 559-412-4838
FEE PROPOSAL AND BUDGET
The following is a listing of personnel and billing rates HerSchy shall use in conducting work outlined in the City of Merced's Request for Proposals - Environmental Services and in accordance with the Method of Compensation section. Budget categories with a not-to-exceed amount are presented below.
Name Job Title Description Hourly Rate
Senior Field Primary groundwater
Oscar Salvatierra $80
Technician sampling technician
Darryl Garza Field Technician Groundwater
Scott Jackson Sampling Technician $50
Sr. Project Project management
Scott Jackson and oversight, report $99
Geologist/Manager preparation
Reba Ahart Documentation and
Clerical $50
submittal of field data
Budget Categories Task Sub-total
Merced Airport -
Well sampling, analysis, and reporting $29,971.80
Invoice deduction for non-sampled wells
(per scheduled well for sampling) $165
Not to Exceed Total Contract Cost $29,971.80
The above-described personnel, rates, and task totals shall be adhered to should HerSchy be awarded this project. If you have any questions, please contact Scott Jackson at (559) 412-4718.
With best regards,
Suett fuckin mathia Schymised 7/25/22
Scott Jackson, PG Cynthia Schymiezek Date
Senior Geologist President/Owner