Services
Agreement
(Professional Services)
Page
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Purified Water Feasibility Study
SERVICES
AGREEMENT
(PROFESSIONAL SERVICES)
f
or Purified Water Feasibility Study
City Agreement No. _________________
City Budget Code:
53960115
-
53210
NSD Agreement No.__________________
This
Services
Agreement
(Professional Services)
for
the Purified Water Feasibility Study
(“
Agreement
”)
by and
between the
City of Napa, a California charter city
(
“
City
”
), and
Carollo Engineers, Inc
.
a Delaware corporation
(
“
Consultant
”
)
,
is effective on the
date last
signed by the City, which is identified on the signature page as the
“Effective Date
.
”
RECITALS
A.
The City desires to obtain the services more particularly described in this Agreement and Exhibit “A,”
and generally including
the Study to determine if the quantity and quality of
water treated at the Napa Sanitation
District
facility can undergo advanced treatment sufficient
for direct potable reuse by the City of Napa.
B
.
On
August 30, 2022
,
the City of Napa and the Napa Sanit
a
tion District issued a request for proposals to
perform a Pur
ified Water Feasibility Study
(Study)
and on
September 29, 2022
,
three firms submitted proposals
.
The selection committee reviewed and ranked the proposals according to predetermined criteria
. The committee
interviewed all three firms and
recommended that the
City Council award the contract to
the Consultant
to
perform
the Study
.
C
.
The
City and the Napa Sanitation District, under the terms of the Memorandum of Understanding
for the
Purified Water Feasibility Study
, will
work with the Consultant to
complete the Study
.
NOW, THEREFORE,
the
City and
the
Consultant
,
for the
mutual
consideration
described
herein, agree
as follows:
1. SCOPE OF
SERVICES
.
1.1. Services
.
Consultant
, acting in its capacity as a
professional engineer
, licensed and in good
standing under California law,
will
perform the services
described
in
the
Scope of
Services
and Schedule of
Performance
,
attached hereto as
Exhibit
“
A
”
and incorporated herein by reference
(“
Services
”), in
accordance with the terms and conditions of this Agreement and to the satisfaction of the City’s
authorized
representative
,
Professional As
sociate
Retired Annuit
ant
Felix
Riesenberg
(“
City’s Authorized
Representative
”)
.
1.2. S
tandard of Care
.
In performing the Services,
Consultant
will
meet or exceed the applicable
standard of care
for,
and exercise
the degree of skill and diligence ordinarily used by reputable professionals
within the greater San Francisco Bay Area who provide the same or similar
type of
professional
services
as
the Services required under this Agreement
. Consultant
will
require and
ensure that all
of
its
employees,
subconsultants,
or
agents
performing or contributing to the Services
will
comply with the requirements of this
Agreement
.
1.3. Independent Contractor
. Consultant
will
control the manner
and means for performing
the
S
ervices
, acting as
an independent contractor and not
as
an employee of the City.
Consultant will not be
entitled to any of the benefits that the City provides to its employees, including, but not limited to, health or retirement benefits.
1.4. Subcontracting
.
If
Consultant subcontracts with a subconsultant
to perform
any of the Services
,
t
he City
is deemed
an intended beneficiary of
that subcontract and the subconsultant
will
owe
a duty of
due
ATTACHMENT 2
Services
Agreement
(Professional Services)
Page
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Purified Water Feasibility Study
care
to the
City.
City reserves the right to approve or reject an
y proposed subconsultant, based on the
subconsultant’s qualifications, relevant experience
,
or
reputation.
1.5. Third Party Beneficiaries
. Except to the extent
expressly stated
herein
, this Agreement
will
not
be
construed to create any rights in third parties.
The services to be performed by Consultant are intended solely for the benefit of the City. No person or entity not a signatory to this Agreement shall be entitled to rely on Consultant's performance of
its services hereunder, and no right to assert a claim against Consultant by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of Consultant's services hereunder
.
1.6. T
ime
for
Performance
.
Time is of the essence
for the performance of all Services and
duties
under
this Agreement
.
Consultant
will
commence and complete all
S
ervices
by
the
date
and within any timeframes
set forth in Exhibit “A
.
”
S
ervices for which times for performance are not specified in this Agreement will
be
commenced and completed by Consultant in a reasonably prompt and timely manner based upon the circumstances and direction
from the City’s Authorized Representative
. Consult
ant
will
submit all requests for
extensions of time to the City in writing no later than ten days after the start of the circumstances or events
giving rise to
the delay, and no later than the time
by
which performance is due.
The City’s approval of any
extension of time for performance of the Services will not operate to waive the City’s rights or remedies with respect to
damages
caused by Consultant
’s delay
.
Consultant is not responsible for damage or delay in
performance cau
sed by events beyond the reasonable control of Consultant. In the event Consultant’s S
ervices are suspended, delayed or interrupted for the convenience of the City or delay ed
as result of events
beyond the reasonable control of Consultant,
the part
ies may agree to
an equitable adjustment
of
Consultant's
time
for
performance
.
1.7. Errors and Omissions
. Consultant is solely responsible for costs arising from its negligent
errors
and omissions, including increased construction costs or delay costs. Upon City’s request, Consultant will promptly correct its errors and omissions, at no cost to the City.
1.8. U
nsatisfactory Services
.
Upon written notice from the City that any of the Services are unsatisfactory or fail to comply with the requirements of this Agreement
(collectively, “
Unsatisfactory
Services
”)
, Consultant
will
promptly correct or
cure
any such
Un
satisfactory Services as specified in the City’s
written notice.
Consultant will not be entitled to any additional compensation or extension of time to correct or cure the Unsatisfactory Services. Consultant’s correction or cure of Unsatisfactory Services will not operate to waive the City’s rights or remedies with resp
ect to any damages caused by the Unsatisfactory Services, the cost of which may be recovered by the City as an offset from payment otherwise due or to become due to Consultant.
1.9 City
-
Provided Information and Services
. The City shall furnish Consult
ant available studies,
reports and other data pertinent to Consultant's
S
ervices; obtain or authorize Consultant to obtain or
provide additional reports and data as required; furnish to Consultant services of others required for the performance of Consult
ant's
S
ervices hereunder, and Consultant shall be entitled to use and reasonably rely upon all such information and services provided by the City or others in performing Consultant's services under this Agreement.
1.10 Estimates and Projections
. In pr
oviding opinions of cost, financial analyses, economic feasibility projections, schedules, and quantity and/or quality estimates for potential projects, Consultant has no control over cost or price of labor and material; unknown or latent conditions of exi sting equipment or
structures that may affect operation and maintenance costs; competitive bidding procedures and market conditions; time or quality of performance of third parties; quality, type, management, or direction of operating personnel; the incomi
ng water quality and/or quantity; the way the City’s plant(s) and/or associated processes are operated and/or maintained; and other economic and operational factors that may materially affect the ultimate project elements, including, but not limited to, co st or schedule. Therefore,
Consultant makes no warranty that the City’s actual project costs, financial aspects, economic feasibility, schedules, and/or quantities or quality realized will not vary from Consultant’s opinions, analyses, projections, or esti
mates.
ATTACHMENT 2
Services
Agreement
(Professional Services)
Page
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Purified Water Feasibility Study
1.11 Access
. The City shall arrange for access to and make all provisions for Consultant to enter upon public and private property as required for Consultant to perform services hereunder.
2. COMPENSATION
.
2.1. Payment
.
The
City
will
pay Consultant
for Consultant’s time and authorized expenses necessary to perform the Services, at the rates and charges set forth in the Compensation Rates and Charges
attached
hereto as
Exhibit “B”
and incorporated herein by reference
,
as compensation in full for
S
ervices
satisfactorily
performed
in compliance with
this Agreement
.
Consultant
’s total compensation for performing the Services
may not
exceed $
480,267
without prior written authorization from the City.
If the City authorizes
Consultant
to perform services in addition to the Scope of Services set forth in Exhibit “
A,
”
Consultant will be
compensated
in accordance with
the rates and charges in Exhibit
“
B.
”
Consultant will not be entitled to any
compensation for additional service
s performed without the City’s prior written consent
, or which exceed the
scope of the City’s written consent
.
2.2. Invoices
.
Consultant
will
submit
a
monthly
itemized
invoice
to the City’s Authorized Representative
for the Services provided during the preceding month. At a minimum, the invoice will
identify the
S
ervices
performed
,
the hours spent performing the
Services, the applicable hourly rate(s), and any authorized expenses based on
the rates and charges
authorized in Exhibit “B
.
”
The
City
will
pay
the Consultant
within
30 days after
approval
of
each
invoice
, with the exception of any disputed amounts
.
3. AUTHORIZED REPRESENTATIVE
.
Consultant hereby assigns
Andrew Salveson
to serve
as the
Consultant’s
authorized representative (“
Consultant’s Authorized Representative
”)
, to
personally
participate in and manage the
Services provided under
this Agreement
, and
t
o serve as the primary point of
contact for all matters pertaining to this Agreement
.
3.1. Substitutions
.
A
s a material inducement to entering into this Agreement, the City has relied upon
Consultant’s representations regarding
Consultant’s
qualifications (including the qualifications of
Consultant’s
Authorized Representative, its personnel, and its subconsulta nts, if any
, as identified on Exhibits “A” and “B”
)
.
Consultant
will
not replace
Consultant’s
Authorized Representative
(
or any of
its
personnel or
its
subconsultants
,
if any, as identified on Exhibits “A” and “B”
)
without the
City’s
prior written consent.
4. NOTICES
.
All
notices or requests
required or contemplated by this Agreement
will
be in writing and
delivered to the
other party’s
Authorized Representative by personal delivery, U.S. Mail, nationwide overnight delivery
service, email
, or as otherwise specified herein
.
Delivery is
deemed effective upon the first to occur
of: (a) actual receipt by a party’s
A
uthorized
Representative
, (b) actual receipt at the address identified below,
or (c) three
business
days following d
eposit in the
U.S.
Mail of registered or certified mail sent to the address identified below.
A party’s
contact information
, below, may be
changed
by providing
written
notice
of any
change
to the other party.
TO CITY:
Professional Associate
Retired Annuitant
Felix Riesenberg
CITY OF NAPA
P.O. Box 660
NAPA, CA 94559
-
0660
TO CONSULTANT:
Andrew Salveson
Vice President
2795 Mitchell Drive
Walnut Creek, CA 94598
5. TERM
.
The term of this Agreement begins on the
Effective Date
,
and ends upon Consultant’s
completion
of
the Services
required by this Agreement, unless terminated earlier as provided herein .
The following
ATTACHMENT 2
Services
Agreement
(Professional Services)
Page
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Purified Water Feasibility Study
provisions will
survive expiration or termination of this Agreement:
Section 7.2 (Dispute Resolution),
Section
8.1 (Confidentiality),
Section
8.4 (Records of Performance),
Section 10 (Indemnification),
Section 11.4
(Professional Liability),
Section
13. 3
(Taxes)
, and
Section 14 (General Provisions)
.
6. CITY’S RIGHT TO TERMINATE
.
The
City
may
terminate this Agreement
for convenience
(with or without
cause
)
by
providing written notice
of
termination
to Consultant
, effective upon the date stated in the notice
. If
the
City terminate
s
the
Agreement
it
will
pay Consultant for all
Services
satisfactorily
performed
up to
and
including the
effective
date of the termination,
subject to the provisions of
Section
s
2 and 8.2
.
7. DEFAULT
AND
DISPUTE RESOLUTION
.
7.1. Default
.
Consultant will be deemed in default of this Agreement
if
Consultant
is not complying with
the terms of this Agreement, or
the City has reason to believe that Consultant’s ability to perform the Services has been or will be impaired
.
If either of these cir
cumstances exist, the City may
give written notice of default
to Consultant
and demand
that
the default be cured
or corrected
within ten days of the notice
,
unless
the City
determines that additional time is reasonably necessary to cure the default . If
Consultant
fails to cure the
default within
of the
time specified in
the notice, and the
Consultant
fails to give adequate written assurance
of due performance within
the specified time
, then
the City
may
terminate this Agreement in accordance with
Se
ction 6, or the City may pursue dispute resolution in accordance with Section 7.2 .
7.2. Dispute Resolution
. If any dispute arises between the parties in relation to this Agreement, the Authorized Representatives for each party will meet, in person, as soon as practicable, to engage in a good faith
effort to resolve the dispute informally. If the parties are unable to resolve the dispute, in whole or in part ,
through
informal discussions, the parties
agree to participate in mediation
.
Notwithstanding the
existence of a dispute, the
Consultant will continue
providing the Services
during the course of any dispute, unless otherwise
directed
by
the City.
7.2.1. Either party may give written notice to the other
party of a request to submit a
dispute to
mediation,
and a mediation session
will
take place within
60 days of the date that such notice is given, or sooner if reasonably practicable. The parties
wi
ll jointly appoint a mutually acceptable mediator. The parties will
share
equally the costs of the
mediator; ho
wever, each party will pay its own costs of preparing for and participating in the mediation
,
including any
legal
costs
.
7.2.2. Good faith participation in mediation pursuant
to this Section is a condition
precedent to either
party commencing litigation in relation to the dispute.
In addition, any claims by Consultant arising from or
related to this Agreement, are subject to the claim presentment requirements in the Government Claims Act (Government Code sec
tion 900 et seq.).
8. INFORMATION AND RECORDS
.
8.1. C
onfidentiality
.
Consultant
will
not disclose any information or records related to the performance of this Agreement
,
including information
and records
received from the City, as well as information
and
records
created by the Consultant
,
to any person other than a City employee, unless
and only to the extent
that
the City
provides
the Consultant
with prior written consent
to make a disclosure.
Consultant
will
notify
the
City
’s Authorized Representative
of any request for disclosure of information
,
or any actual or potential
disclosure of information
, under this Agreement
. Consultant’s obligations under this
section
will
survive the
termination of this Agreement.
8.2. T
itle to Records
.
All original
documents or
records (
“
work product
”),
whether paper or electronic
,
required by this Agreement to be
prepared by Consultant (including its employees and subconsultants), whether complete or in progress, are the property of the City .
Consultant
will
promptly deliver all such
work
product
to the City at the completion of
the
Services
,
upon termination,
or
upon demand by the City.
However,
Consultant
may
make and keep copies of the work product.
8.3. Contract Cost Disclosure
.
For
any document
or report
prepared
in whole or in part by Consultant
pursuant to
this Agreement, Consultant
will
include the
numbers and dollar amounts of related contracts or
ATTACHMENT 2
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Agreement
(Professional Services)
Page
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Purified Water Feasibility Study
subcontracts as
further specified
by Government Code Section 7550.
8.4. R
ecords of Performance
. Consultant
will
maintain adequate records of performance
under this
Agreement (including
Services
provided, invoices for payment, and payments received)
and make these
records available
to the City
for inspection, audit, and copying
,
during the
term of this A
greement
and
until
four
years
after
the
Agreement has
expired or been terminated
.
8.5. E
lectronic Communications
.
Consultant
will use reasonable good faith efforts to
avoid
transmitting
electronic viruses
or other damaging coding
, and will promptly
advise the
City
if
Consultant
discovers
that
a
n
electronic
virus
or similar destructive coding
may have been
transmitted
to the
City
.
8.6. C
opyrights/Patents
.
In performing the Services under
this Agreement, Consultant
will
not
unlawfully infringe on any copyrighted or patented work.
Consultant is solely responsible for the cost of any
authorizations necessary to use any copyrighted or patented work.
9. ACCIDENT REPORT
. If any death, personal injury, or property damage occurs in connection with the performance of
the Services
, Consultant
will
promptly submit to the City Clerk’s Office a written notice of the
incident of damage
with the following information:
9.1. A
description of the damage
including
date,
time
,
and location,
and whether any City property was
involved
;
9.2. Name and contact information of any witness;
9.3. Name and
address of
the injured or deceased person(s);
and
9.4. Name and
address
of Con
sultant’s
insurance company.
10. INDEMNIFICATION
. To the full extent permitted by law
,
Consultant
will
indemnify, hold harmless,
release
,
and defend
the
City
(including
its officers,
elected or appointed officials,
employees
, volunteers,
and
agents
)
from and against any and all
liability
or
claims (including
actions, demands, damages,
injuries,
settlements
, losses,
or costs
[
including
legal
costs and
attorney's fees
]
)
(collectively, “
Liability
”)
of any nature,
arising out of
, pertaining to, or relati
ng to
Consultant’s
negligence, recklessness, or willful misconduct in the
performance of
this Agreement
.
Consistent with Civil Code Section 2782,
Consultant will not be obligated to
indemnify City for the proportionate share of the Liability caused by the City’s active negligence,
sole
negligence
,
or willful misconduct.
The
cost to defend charged to the Consultant
will not
exceed the
Consultant’s pr
oportionate percentage of fault.
Consultant’s
indemnification obligation
s under this Agreement
are
not limited by any limitations of any insurance held by Consultant , including, but not limited to
,
workers’
compensation insurance
.
Consultant shall not be responsible for warranties, guarantees, fitness for a particular purpose, breach of fiduciary duty, loss of anticipated profits or for economic, incidental, liquidated, or consequential damages to
the City or any third party. Additionally, Consultant shall not be responsible for acts and decisions of third parties, including governmental agencies, other than Consultant’s subconsultants, that impact project completion and/or success.
11. INSURANCE
. Wi
thout limiting Consultant
’
s indemnification
obligations in section 10
, Consultant
will
procure
and maintain throughout the period of this Agreement, the following policies of insurance and
endorsements
from
insurers (if other than the State Compensation Fund) with a current A.M. Best rating of no less than A:VII or its equivalent against injury/deat h to persons or damage to property which may arise
from or in connection with the activities hereunder of Consultant, its agents, employees or subcontractors:
11.1. Commercial
General Liability
Policy
.
Commercial General Liability Insurance
(CGL
)
at least as
broad as CG 00 01, covering premises and operations and including but not limited to, owners and contractors protective, product and completed operations, personal and advertising injury and contractual liability coverage with a minimum per occ
urrence limit of $1,000,000 covering bodily injury and property damage; ATTACHMENT 2
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General Aggregate limit of $2,000,000; Products and Completed Operations Aggregate limit of $2,000,000 and Personal & Advertising Injury limit of $2,000,000, written on an occurrence f orm.
If
the Services
involve
explosive, underground or collapse risks, XCU
will
be included. If a general aggregate limit is used, either the general aggregate limit
will
apply separately to this
Agreement
or the general aggregate
will
be twice the
required occurrence limit.
11.2. Automobile Liability Policy
.
Automobile liability insurance with coverage at least as broad as ISO Form numbers CA 0001 06 92, Code 1 (any auto),
covering use of all owned, non
-
owned, and hired
automobiles
and all
vehicles used in the performance of this Agreement with minimum coverage of not less than $1,000,000 per accident
,
combined single limit
for bodily injury and property damage liability.
11.3. Workers’ Compensation
.
Workers
’
Compensation insurance meeting statutory limits of
the
Labor
Code
;
and Employer’s Liability insurance on an “occurrence” basis with a limit of not less than $1,000,000.
The workers’ compensation
policy
will
contain or be endorsed to contain a waiver of subrogation against the
City, its
officials,
officers, agents, and employees
.
11.4. Professional Liability
.
Professional Liability Insurance covering liability imposed by law or contract arising out of an error, omission or negligent act in the performance, or lack thereof, of the
S
ervices and any
physical property damage, bodily injury or death resulting theref rom, with a limit of not less than $2,000,000
per claim and in the aggregate. The insurance shall include a vicarious liability endorsement to indemnify, defend, and hold harmless
City
for claims arising out of
the
S
ervices
and
an
extended reporting
endor
sement
,
for a period
of not less than
four
years
from the date of completion of the Services
.
The
policy
inception date
or
retroactive date
shall
coincide with or precede
the Effective Date of this Agreement
(including subsequent
policies purchased as renewals or replacements).
11.5. Endorsements
.
The CGL
and automo
bile
liability policies
will
contain or be endorsed with the
following provisions:
11.5.1. The City, its officers, elected or appointed officials, employees, volunteers, and agents, are
covered as additional insureds for liability arising out of the operations performed by or on behalf of Consultant
.
The coverage will contain no special limitations on the scope of protection afforded to the City, its
officers, officials, employees, volunteer
s
,
and agents.
11.5.2 .
The Consultant’s
insurance is
primary and non
-
contributory with respect to all obligations
assumed by Consultant pursuant to this Agreement or any other services provided. Any insurance carried by City shall not contribute to, or be excess of insurance maintained by Consultant, nor i n any way provide
benefit to Consultant, its affiliates, officers, directors, employees, subsidiaries, parent company, if any, or agents.
11.5.3 The inclusion of more than one insured will not operate to impair or limit the rights of one insured
against another, and the coverage will apply as though separate policies have been issued to each insured.
11.6. All Policies
.
11.6.1. For all insurance policies required under this Agreement, prior to
the City’s
execution of this
Agreement
,
Consultant
will
furnish
the
City with certificates and original endorsements effecting the required coverage.
Each certificate of insurance
will
state that the coverage afforded by the policy or policies will not be reduced, cancelled, or allowed to expire without at lea st 30 days written notice to City, unless due to non
-
payment of premiums, in which case at least 10 days written notice is required. Notice required under this subsection
will
be sent by certified mail. Each required policy
will
include an endorsement prov
iding that the
insurer agrees to waive any right of
subrogation
it
may
have against the City.
The endorsements
will
be on
forms provided by City or as approved by City
’s Risk Manager
.
The coverage types and limits required pursuant to this Agreement shall in no way limit the liability of
Consultant.
ATTACHMENT 2
Services
Agreement
(Professional Services)
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11.6.2. Any deductible or self
-
insured retention
of
$100,000
or more
will
be disclosed to
the City
prior
to the City’s execution of this Agreement
and
is subject to approval
by
the
City.
11.6.3. If Consultant does not keep all required insurance policies in full force and effect, the
City
may, in addition to other remedies under this Agreement, terminate or suspend this Agreement.
12. CONFLICTS OF INTEREST
. Consultant
warrants
that
as of the Effective Date of this Agreement
it has
no interest and
will
not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of
the Services
. Consultant further
warrants
that in the performance of
the Services
,
Consultant will not employ or enter into a subcontract with any person
or entity
having any such
conflict of
interest.
12.1. Financial Interest
.
Consultant
will
not make or participate in making or in any way attempt to use Consultant’s position
to influence a
City
decision in which Consultant knows, or has reason to know, Consultant has a financial interest other than the compensation promised by this Agreement. Consultant represents that
it
has diligently conducted a search and inventory of
its
financial
interests, as defined in the
regulations promulgated by the Fair Political Practices Commission, and has determined that Consultant does not, to the best of Consultant’s knowledge, have a
financial
interest that would conflict with Consultant’s duties
under this Agreement. Consultant will immediately
notify
the
City
in writing
if Consultant learns of a
financial
interest
that
may
conflict with
Consultant’s
obligations under this
Agreement.
12.2. C
ovenant
Against Contingent Fees
. Consultant warrants that
it
has not employed
,
retained
, or
entered into a contract with
any person
or entity
, other than a bona fide employee working for the Consultant, to s
olicit or secure this Agreement;
and that
it
has not
paid or agreed to pay any person
or entity
, other than
a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the making
of
this Agreement. For breach or violation of this w
arranty, the
City
may
void
this Agreement without liability
or any further obligation to Consultant
, or,
alternatively
, may
elect to
deduct from
payments due or to become due to Consultant
, the full amount of such fee, commission,
percentage, brokerage fee
, gift, or
other consideration
.
12.3. S
tatement of Economic Interest
. If
the
City determines Consultant
(or any of its employees or
subconsultants)
is subject to disclosure requirements
under the Political Reform Act (Government Code
section
87100
et seq.
), Consultant
(including any required employees or subconsultants)
will
complete and
file a
“
Statement of Economic Interest
” (Form 700)
with the
City
Clerk
’s Office
disclosing
Consultant’s
financial
interests.
13. COMPLIANCE WITH LAW
.
13.1. Legal and Licensing Compliance
.
Consultant
will
comply with all applicable federal, state and local
laws, rules
,
and regulations
related to the
Services
under this
Agreement.
Consultant represents and warrants
to City that Consultant has and will keep in effect during the term of this Agreement all licenses (including ,
but not limited to
,
the City of Napa business license), permits, qualifications ,
and approvals of w
hatsoever
nature which are legally required for Consultant to practice Consultant's profession or perform the Services
.
13.2. Nondiscrimination
.
At all times during the term of this Agreement,
Consultant
will
comply with all
applicable
federal, state, and local
laws, rules, and regulations prohibiting discrimination based on
race,
ethnicity,
color, national origin,
religion, marital status, age, sex, sexual orientation, disability
(including any
physical
or men
tal impairment that substantially limits a major life activity) , medical condition,
or
any protected
class.
13.3. T
axes
. Consultant
will
file tax returns
as required by law
and pay all applicable taxes on amounts
paid pursuant to this Agreement
.
Consultant
will
be solely liable and responsible to pay such taxes and other obligations, including, but not limited to, state and federal income and FICA taxes.
13.4. Provisions Deemed
Inserted
. Every provision of law required to be inserted or referenced in this ATTACHMENT 2
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(Professional Services)
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Agreement will be deemed to be inserted or referenced.
14. GENERAL PROVISIONS
.
14.1. Headings
. The heading titles for each
section
of this Agreement are included only as a guide to
the contents and are not to be considered as controlling, enlarging, or restricting the interpretation of the Agreement.
14.2. Severability
. If any term of this Agreement (including any phrase, provision, covenant, or condition) is held by a court of competent
jurisdiction to be invalid or unenforceable, the Agreement will
be construed
as not containing that term, and the remainder of this Agreement will
remain in full force and effect; provided,
however, this
section
will
not be applied to the extent that it w
ould result in a frustration of the parties’ intent
under this Agreement.
14.3. Governing Law, Jurisdiction, and Venue
. The interpretation, validity, and enforcement of this Agreement
will
be governed and interpreted in accordance with the laws of the State of
California. Any suit,
claim, or legal proceeding of any kind related to this Agreement will
be filed and heard in a court of competent
jurisdiction in the County of Napa.
14.4. Attorney’s Fees
.
If
any
litigation
is commenced to enforce or interpret this
Agreement, the
prevailing party is entitled to reasonable attorney’s fees, costs, and expenses incurred.
14.5. Assignment and Delegation
. This Agreement
will
not be assigned or transferred
in whole or in part
,
nor
will
any of the Consultant’s duties be delegated
,
without the City
’s prior written consent
. Any attempt to
assign
, transfer,
or delegate this Agreement
, in whole
or any part
,
without the City
’s prior written consent
will
be void and of no force or effect. A
ny
consent by the City to one assignment
, transfer, or delegation
will
not
be deemed to be consent to any subsequent assignment
, transfer, or delegation
.
14.6. Modifications
. This Agreement may not be
amended or
modified orally
.
No amendment or
modification of this Agreement is binding unless it is in a writing signed by both parties.
14.7. Waivers
.
No waiver of a breach
,
default
, or duty under this Agreement will be effective unless it is in writing and signed by the party waiving the breach, defaul t, or duty.
Waiver of a breach
,
default
, or
duty
under this Agreement
will
not constitute a continuing waiver or a waiver of a
ny
subsequent breach
, default,
or duty under
this Agreement.
14.8. Entire Agreement
. This Agreement, including all documents incorpora
ted herein by reference,
comprises the entire integrated understanding between the parties concerning the S
ervices. This Agreement
supersedes all prior negotiations, agreements, and understandings regarding this matter, whether written or oral. The
documents incorporated by reference into this Agreement are complementary; what is called for in one is binding as if called for in all.
If any provision in any document attached or incorporated into this Agreement conflicts or is inconsistent with a provi
sion in the body of this Agreement, the provisions in the body of this Agreement will control over any such conflicting or inconsistent provisions.
14.9. Interpretation
. Each party to this Agreement has had an opportunity to review the Agreement, and
to consul
t
with
its respective
legal counsel regarding the meaning of the Agreement. Accordingly, Civil Code Section 1654
will not apply
to interpret any uncertainty in the meaning of the Agreement.
15. SIGNATURES
.
15.1. Counterparts
. This Agreement may be
executed in counterparts, each one of which is deemed an original, but all of which together constitute a single instrument.
15.2. Signatures
; Electronic Signatures
. The individuals executing this Agreement represent and warrant that they have the right,
power, legal capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal entities of the Consultant and the City .
The parties agree that this Agreement
ATTACHMENT 2
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Agreement
(Professional Services)
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may be executed and transmitted electronically and that elect ronic signatures shall have the same force and
effect as original signatures in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq.; the California Uniform Electronic Transactions Act, Civil Code Section 16
33.1 et
seq. and California Government Code Section 16.5.
IN WITNESS WHEREOF, the parties hereto have
executed
this Agreement to be
effective on the Effective Date
set forth below
.
CITY:
CONSULTANT:
CITY OF NAPA, a California charter city
Carollo
Engineers, Inc.
, a Delaware corporation
By:
By:
Philip Brun
, Utilities Director
Andrew Salveson, Vice President
Date:
(“
Effective Date
”)
COUNTERSIGNED:
Joy
R
iesenberg
, City
Auditor
APPROVED AS TO FORM:
Michael W. Barrett, City Attorney
(See certification of authority on page 10)
ATTACHMENT 2
// SIGNATORY REQUIREMENTS
CITY OF NAPA UTILITIES DEPARTMENT // PURIFIED WATER FEASIBILITY STUDY
FOR THE CITY OF NAPA AND NAPA SANITATION DISTRICT
Services Agreement (Professional Services)
Purified Water Feasibility Study
2795 Mitchell Drive, Walnu
t Creek, California 94598
P. 925.932.1710 F. 925.930.0208
carollo.com
CERTIFICATION
This is to certify that the
undersigned, Michael W. Barnes, as
Corporate Secretary and General
Counsel for
Carollo Engineers, Inc.
, is authorized to state and certify: That by corporate policy
approved by the Board of Directors on 02/07/2011,
Andy
Salveson
,
Vice President
is
authorized to execute e
ngineering service agreements
for the usual and customary
engineering business of the company
.
Dated:
September
29 , 202
2 Michael W. Barnes
Corporate Secretary & General Counsel
ATTACHMENT 2
Services
Agreement
(Professional Services)
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EXHIBIT
“
A
”
SCOPE OF
SERVICES
AND
SCHEDULE OF PERFORMANCE
1.0. SCOPE OF SERVICES
.
Consultant will perform the Services described in this Exhibit “A,” in accordance with the terms of the Agreement.
As described below,
Task 12
is an opt
ional task that Consultant will perform
only if
authorized
in writing by the City’s Authorized Representative
based on the results of
Tasks 1
-
11 ,
should the City and
Napa Sanitation
District
conclud
e the Project is Feasible
and there is interest in
procuring
funding
for a Project
.
2.0. SCHEDULE OF
PERFORMANCE
.
As indicated under Task
11, the Project is
estimated to be completed in
15 months
. T
he time for completion of th
is Feasibility Study
is subject to
delay should the schedule of the
final
adoption of the
Direct Potable Reuse
(DPR)
r
egulatory re
quirements
by the
State Water Board
be
delayed
. The current schedule
states the final
regulations
will be adopted in December 2023.
ATTACHMENT 2
Services
Agreement
(Professional Services)
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SCOPE OF WORK
AND SCHEDULE OF PERFORMANCE
The project scope was developed from
Section III of the RFP (8/30/2022) and based upon follow -
up
discussions with City of Napa (City) and Napa Sanitation District staff.
T
his project
shall be developed
through a series of Technical Memorandums (TMs), which allow for measured and verified pr
ogress as well as closure around each topic. This approach also allows for project “offramps” in which some aspects of the project work may be paused or stopped depending upon the project findings. At the end of the project, a short Executive Summary will be drafted which summarizes all
results.
As
described in
optional
Task 12
,
upon written request by the City, the
results of the project can be
compiled into a complete report that is compliant with USBR Title XVI Feasibility Studies, which allows for qua
lification for federal grant funding for potable water reuse.
Task 1. Determine Available Source Flow
The task
shall
verify the amount of water available for future potable reuse. The task includes analysis of available flows from both the wastewater treatment plant and potential stormwater capture. The results of the analysis will inform the conceptual design criteria that will form the basis of the alternatives developed
under Task 3.
Work from the
Napa
San
itation District
W
aste
W
ater
T
reatment
P
lan
t
Master Plan will be directly leveraged
to expedite the analysis of available effluent flows for potable water reuse.
1.1 Review Existing Information and Update Assumptions
The data and assumptions from the 2021 Napa Valley Purified Water Assessment (PW A) TM will be
reviewed and provide a baseline for the exi
s
ting information. In addition, CONSULTANT will review existing wastewater treatment plant reports and information provided by Napa
San
itation District
.
Key Conclusion:
Available annual effluent for potable water reuse in AFY.
Milestone Opportunity:
Under direction
from the City,
CONSULTANT
shall
p
ause or stop aspects of the
project if the available water for reclamation falls below a set threshold.
1.2 Stormwater Ana
lysis
Stormwater to Potable (S2P) could offer the benefit of increased supply while also having challenges of the timing of supply relative to demand, fecal and chemical contamination, and oil and grease. These challenges create demands for infrastructure, inclu
ding storage, treatment, and conveyance, and
operations that influence project costs and complexity. The evaluation will also consider opportunistic locations that could provide a cost
-
effective supply
benefit or
contribute to other co
-
benefits such as
imp
roved runoff water quality.
The
CONSULTANT’
S
approach is focused on developing sufficient information to inform planning -
level
decisions.
S2P evaluation will include the following:
•
Review existing stormwater planning studies including storm drainage ma ster plan, green
infrastructure studies.
•
Meet with City staff to understand the current approach and plans for stormwater capture and treatment projects (green infrastructure), including any potential regulatory considerations associated with total maximu
m daily loads or MS4 permitting.
CONSULTANT
will also seek input to
identify potential sites for stormwater capture and associated flow and quality data. During this meeting
CONSULTANT
will also review lessons learned from other utilities that have contemp lated
this approach, in particular Santa Monica, LVMWD, anonymous utility Australia, SFO, and Orange Australia.
•
Develop ranking of the top five potential sites for stormwater capture, using criteria such as proximity to existing facilities, watershed cha
racteristics, water quality, use of existing
infrastructure.
•
Develop potential flows available from the top five potential sites, based on existing information.
EXHIBIT A
ATTACHMENT 2
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Agreement
(Professional Services)
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•
Develop recommended approach to inclusion of stormwater as potential source water supply, which could be harvesting direct
ly
for advanced treatment or harvesting into the sewer
collection system.
Key Conclusion:
Available annual captured stormwater for potable water reuse in AFY.
Milestone Opportunity:
Pause or stop aspects of the pro
ject if the available water for reclamation falls
below a set threshold.
1.3 Infrastructure
For this project, the necessary infrastructure (storage, pipelines, pump stations) to capture and move water (treatment will be in a subsequent section) for both
S2P and potable reuse,
will be assessed
as follows:
•
S2P
o
Stormwater and urban runoff capture and storage.
o
Pipelines and pump stations to transport captured stormwater and urban runoff.
•
Direct Potable Reuse
o
Locations for blending to meet the 10:1 blending criteria, which can be at the Napa
Sanitation District
Soscol
WRF, can be added storage, can be use of raw or treated water storage.
o
Pipelines and pump stations to “inject” the purified water into either t he distribution system
or to take the water to the Jamison or Milliken WTP for polishing treatment.
Key Conclusion:
Infrastructure components necessary to capture and move water for a new supply. Note, costs are developed in a subsequent section.
Task 1
Deliverables
•
Available Sources and Infrastructure TM (draft and final).
Task 1
Assumptions
•
There will be a workshop to review flows, as part of monthly meetings.
Task 2. Water Quality Evaluation
The objective of this task is to determine water
quality input for treatment evaluation, including both
WWTP and stormwater sources. Under this task CONSULTANT will review and analyze existing effluent water quality data provided by Napa San and compile data to determine potential range of water quality input to a future advanced treatment facility.
2.1 Soscol
WRF Water Quality Evaluation
CONSULTANT will review water quality information presented in the 2021 PWA and historical wastewater quality data provided by
Napa Sanitation District
for parameters that may affect treatment process sizing, cause potential treatment
interferences, or require pretreatment. Data gaps will be identified, and suggested data collection to address any gaps will be provided. Target contaminants include minerals that cause RO scaling (e.g., silica) and industrial discharges that may pose a “p ass through” risk to advanced
treatment.
2.2 Stormwater Water Quality Evaluation
CONSULTANT will review data from parallel S2P projects and the literature to evaluate the potential water quality impacts to blending stormwater with wastewater used as a s ource for potable reuse treatment.
Key Conclusion:
Water quality impacts to treatment systems.
Task 2 Deliverables
•
Tables summarizing actual or expected concentrations in tertiary wastewater effluent, stormwater, and the potential future input to advan
ced treatment.
•
Water Quality Evaluation TM (draft and final).
Task 2 Assumptions
•
CONSULTANT will rely on data provided by
Napa
San
itation District
and selected data from
peer
-
reviewed and gray literature; no additional sampling is included.
Task 3. Preliminary Process Design, Facility Siting, and Alternatives Analysis for Three Concepts
EXHIBIT A
ATTACHMENT 2
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Agreement
(Professional Services)
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The objective of this task is to develop three
Advanced Treatment Process Concepts and Facility Layouts.
These treatment systems will be sufficiently robust to allow for incorporation of stormwater.
3.1 Review and Refine Treatment and Infrastructure Alternatives
CONSULTANT will review the three siti
ng concepts outlined in the 2021 P
urified
W
ater
A
ssessment
and
identify refinements or enhancements to the approaches, as needed. Example considerations for refinement include:
•
Treatment process sizing and cost.
•
Equipment footprints and site layouts for
treatment plant.
•
Consideration/incorporation of water treatment plants into the DPR treatment scheme.
•
Sizing for pump stations and recycled/purified water pipelines (developed under Task 2).
•
High
-
level evaluation of existing potable water
distribution capacity.
•
Consideration of existing tanks that could be used for blending (developed under Task 2).
•
Residuals management (developed under Task 6).
•
Equipment sizing in consideration of the flows and quality developed under Tasks 1 and 2.
3. 2 Economic Assessment to Determine Unit Cost of Water
The objective of this task is to determine an updated unit cost of water for comparison to other water supplies. Under this task CONSULTANT will update the capital and operations and maintenance costs,
based on the alternatives developed in task 3.1. CONSULTANT will coordinate with the City and its consultants to align net present value and other value metrics with the approaches being used for the City’s W
ater
S
ystem
M
aster
P
lan
.
3. 3 Alternatives Review Workshop
CONSULTANT will facilitate a workshop to review the alternatives and gain feedback on the alternatives, incorporating information from prior and subsequent tasks. As a lead -
up to the workshop, CONSULTANT
will develop a ranki
ng system and vet that ranking system with City and
Napa
San
itation District
. The
ranking system will
set
priorities (e.g., capital cost), weight priorities (e.g., production amount is more important than O&M cost), and then score each project option.
C
ONSULTANT
will
use
Pairwise,
or
approved equivalent
method
as directed
.
Key Conclusion:
Cost and Value of S2P and DPR Water Suppliers.
Milestone Opportunity:
Pause or stop aspects of the project
as directed by the Cit
y
if the cost of water is
deemed unaffordable at this time
.
Task 3 Deliverables
•
Pairwise Comparison.
•
Alternatives Workshop agenda, presentation, and meeting notes.
•
Cost summary tables for each alternative, in Excel and PDF.
•
List of assumptions underly
ing the cost summaries.
•
Treatment alternatives for three alternatives, including basis of design tables and updated site layouts.
•
Updated maps of pipeline alignments and basis of design tables for pump stations and other infrastructure
components.
•
Treatment and Project Evaluation TM (draft and final).
Task 3 Assumptions
•
Up to two meetings with Napa San
itation District
and City of Napa.
•
There will be a workshop to review the alternative concepts, as part of monthly meetings.
Task 4. Develop Framework for Governance and Partnerships
This objective of this task is to engage directly with partner agencies to establish a strong foundation for ongoing partnerships for implementation.
4.1 Develop Framework Workplan
Based on input from the City and
Napa
San
itation District
, CONSULTANT will develop a workplan outlining
the series of meetings and workshops that will support the development of the framework. This will include confirmation of the agencies that are anticip
ated to be included within the governance framework and discussion of their potential role in project implementation.
EXHIBIT A
ATTACHMENT 2
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4.2 Implementation Critical Success Factors and Agency Matrix
The CONSULTANT team will develop draft critical success factors for proje ct implementation, using the
technical, managerial, and financial (TMF) capacity criteria that would be evaluated by the Division of Drinking Water. Criteria to be considered include funding, partnerships and agreements, levels of staffing and operator req
uirements.
This task will include the development of an agency matrix identifying the potential roles that each agency could fulfill in the implementation of the program, with key considerations for each agency.
4.3 Agency One
-
on
-
One Meetings
CONSULTAN
T will conduct one
-
on
-
one meetings with each project partner to gain their input on the project, roles and responsibilities, and their thoughts on the technical, managerial, and financial capacity each agency will devote to the project. At the conclusion o f the one
-
on
-
one meetings phase, CONSULTANT
will facilitate a workshop of all project partners to share the information and the outline of the draft framework for governance and partnerships.
4.4 Draft Framework and Recommendations
A draft framework docu
ment will be developed to describe how the TMF requirements of the project are anticipated to be met by the combined contributions of the partner agencies. This effort will include consideration of additional agreements and partnership documents that may b e needed to advance project
partnerships and governance. Considerations for potential implementing instruments such as Principles of Agreement, Memorandum of Understanding, independent Advisory Panels, etc. will be developed.
4.5 Governance
Workshop
A workshop will be held to present the refined critical success factors, agency input, and draft recommendations.
4.6 Refined Framework and Recommendations TM
Based on input gained in the workshop, the framework will be refined and recommended
next steps will be
developed.
Task 4 Deliverables
•
Framework Workplan TM (draft and final).
•
Project overview PowerPoint to support initial one
-
on
-
one meetings.
•
Meeting agendas and notes for one
-
on
-
one meetings and governance workshop.
Task 4
Assumptions
•
Up to 16 hours are allocated for one
-
on
-
one meetings.
•
There will be a workshop to review the Governance and Partnerships, as part of monthly meetings.
Task 5. Regulatory Considerations
The objective of this task is to incorporate understanding of regulatory path into project development.
Under this task
CONSULTANT shall
develop a presentation summarizing current potable water reuse regulations, the draft California direct potable reuse
(DPR) regulations and anticipated challenges for DPR
implementation.
Planning
-
level regulatory scenarios will be developed, including:
•
Scenario 1: DPR blending ratio less than 10%.
•
Scenario 2: DPR blending ratio greater than 10%.
These scenarios will i
nform the project’s conceptual alternatives. Approaches that blend less than 10% are significantly less costly.
CONSULTANT will develop a technical memorandum on regulatory considerations bracketing potential requirements for the project.
Task 5
Deliverables
•
Regulatory Considerations TM (draft and final).
Task 5 Assumptions
•
No assumptions.
EXHIBIT A
ATTACHMENT 2
Services
Agreement
(Professional Services)
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Task 6. Residuals Management
The objective of this task is to develop planning level cost estimates for residuals disposal at the Napa San
itation
District
outfall, including a hard look at what can be done with minimal cost impacts based on Federal and State policies/regulations and SF Bay Regional Water Board -
accepted approach for dilution
modeling.
6.1 Refine Residual Disposal
Alternatives
CONSULTANT will refine the residual disposal alternatives, including but not limited to those listed in the PWA TM. Our approach will consider the following:
•
Comparison of NPDES
permit
requirements
anticipated
with 100% ROC using a
conventio
nal RO system (80% recovery) following Ozone/BAC/UF.
•
In
-
pipe d
ilution of ROC with Napa San
e
ffluent, when available.
•
Augmentation of 2006 dilution modeling for the Napa
San
outfall
, incorporating the
predicted ROC flowrate and density. The EPA
-
approved m
ixing zone model CORMIX
and 2006
ambient conditions
will be used
to estimate available dilution credits and associated mixing zone characteristics
.
•
Examination of the (high) cost of
extending the
outfall
to a different section of the Napa
River
that resul
ts in greater dilution credits
and more favorable mixing zone characteristics
.
•
Examination of engineered and natural treatment systems targeting any chemicals that exceed
anticipated
NPDES
permit
limits. Other studies will be used to inform the
viability of
engineered and natural treatment for ROC, in particular the studies done by Valley Water for ROC discharge to the South Bay.
6.2 Screen and Evaluate Alternatives
CONSULTANT will conduct an initial screening of the disposal alternatives to i dentify potential fatal flaws or
other considerations. A relative comparison of the residual disposal alternatives will be conducted, based on technical feasibility and planning level cost estimates (per AF of water produced). Screening will be based upon
using a Pairwise approach (as done in Task 3). Based on the evaluation, one disposal alternative will be carried forward into the site planning and cost estimating done in prior tasks.
6.3 Residuals Management TM
CONSULTANT will compile the information
above into a draft and final TM.
Task 6 Deliverables
•
Residuals Management TM (draft and final).
Task 6 Assumptions
•
The ambient parameters used in the 2006 dilution modeling are representative of current and future discharge conditions. Direct use of
the 2006 CORMIX files would be a helpful addition
for this effort.
Task 7. Develop Framework for Public Outreach
The objective of this task is to develop a framework for public outreach. The first step in the Framework is the confirmation of City and
Napa
San
itation District
goals and objectives and expectations for the final
deliverable.
CONSULTANT will develop a
list of similar projects that have been recently completed and are well along in their development and implementation. The outreach strategies will be summarized for three (3) California purified water projects with similar scopes and considerations. The s ummaries will describe project drivers,
communication challenges, public outreach successes, and lessons learned and will showcase effective communication deliverables (brand, messaging, website, brochures, graphics, etc.) and identify influential project
stakeholders. The draft information will be shared with Agencies at regular project meetings, to get feedback on the information to inform the development of the Framework.
CONSULTANT will develop draft project outreach goals and desired outcomes and reco mmend outreach
strategies for customers, local and state elected officials, and regulators. The recommendations will include proposed outreach activities that will align with major project milestones developed in the implementation plan task.
EXHIBIT A
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This inform
ation will be incorporated into a Draft Public Outreach Framework document for review by the City and
Napa
San
itation District
.
CONSULTANT
will facilitate a review to gain input and refine and finalize the Public Outreach Framework document based on Agency input.
Task 7 Deliverables
•
Public Outreach Framework Document (draft and final).
Task 7 Assumptions
•
Level of effort assumes (6) 1
-
hou
r project meetings, 2
-
hour kick
-
off, and 6
-
month
engagement.
Task 8. Identify Next Steps: Developing a Potable Reuse Implementation Roadmap
The objective of this task is to develop the milestones and planning schedule for Potable Reuse Implementation.
8.1 Develop Implementation Roadmap Outline
CONSULTANT will prepare an OUTLINE of major aspects of a successful potable reuse program, based upon the 2021 DPR Implementation Guide for California Water Utilities, highlighting key cost and non
-
cost
items that include and go beyond treatment and delivery infrastructure that could potentially add substantial cost burdens to the project. The Outline will document major anticipated efforts necessary for DPR success and the approximate timeline f
or implementation.
8.2 Develop Roadmap Document
Based on the outline, CONSULTANT will establish critical milestones for potable reuse implementation, including technical, regulatory, interagency coordination, and public outreach milestones, at minimum.
C
ONSULTANT will develop the dependencies between the milestones, the estimated durations, and key decision points.
Task 8 Deliverables
•
Roadmap outline.
•
Planning
-
level schedule in Gantt chart format showing major milestones, key interdependencies, and pl
anning
-
level schedule for project implementation.
•
Roadmap document that incorporates the Gantt chart and provides underlying assumption. (
draft
and final).
Task 8 Assumptions
•
There will be a workshop to review the
Roadmap
, as part of monthly meetings.
Task 9. Executive Summary
Results of the efforts above will be summarized graphically (figures, tables, limited text) in an Executive Summary (ES) with links to all TMs in
Appendices. Such an approach provides for a simple “look up” for engineering staff and elected officials. The ES also serves as a place for loose ends to be saved, where comments or ideas outside of the scope of this document from various stakeholders can be recorded for
future reference.
Task 10. Project Meetings
10.1 Project Kick
-
Off
CONSULTANT will facilitate a kick
-
off meeting with the
City and Napa Sanitation District’s
team to review
the scope of work, confirm the detailed work plan and
schedule, identify initial data needed to begin work
and methods to obtain data, and establish schedule for monthly check -
in meetings.
10.2 Monthly Project Meetings
CONSULTANT will prepare for and facilitate monthly project meetings to review key concep ts, identify
upcoming decisions and reviews, and advance the project’s progress.
10.3 Site Assessments
EXHIBIT A
ATTACHMENT 2
Services
Agreement
(Professional Services)
Page
18 of
2 1
Form 2.
1. 2
(
20 22
-
0 9
-
01 )
Purified Water Feasibility Study
CONSULTANT will conduct site assessments with staff to understand the location and gain input on the condition of existing infrastructure, the site l
ayouts, and constraints. Not considered full condition
assessments, the site assessments proposed are to establish a real -
world understanding of existing linear
and treatment infrastructure by project team members. For this task
CONSULTANT
assume a
full
-
da
y
visit
for two staff (PM and PE) to tour treatment and conveyance facilities pertinent to the planning effort, including Napa San
itation District
WRF and Jamieson WTP and Hennessey WTP.
10.4 Council/Board Presentations
CONSULTANT will support the
development of a presentation for up to three (3) council/Board presentation
s
. The presentations will draw from the body of slides developed during the course of
the work
and presented at other workshops.
Task 10 Deliverables
•
Meeting agendas, presentatio
ns, and meeting notes.
Task 10 Assumptions
•
Project kick
-
off will be held in
-
person.
•
Assumed duration of the project is 12 months, but the project schedule is stretched to 15 months to accommodate unknowns.
Task 11. General Project Management and
Reporting
CONSULTANT will provide overall financial and administrative management for the task order and will maintain effective communication and coordination with the project manager and project team, including the development of a Project Plan (schedu
le, communication, QA/QC, and deliverables). Specific project management activities include work coordination and scheduling, project budget and schedule monitoring, subcontracting, preparation of monthly invoices including a monthly progress report, and m aintaining a
decision log and action items log.
Task 11 Deliverables
•
Project Management Plan (draft and final).
•
Monthly reports, invoices, and schedule updates.
Task 11 Assumptions
•
Project duration is anticipated to take 12 months. However, 3 months of “float” are added
to this schedule to allow for unforeseen delays.
OPTIONAL
Task 12. TXVI Compliant Report
If the project is deemed feasible, a
nd upon written request from the City’s Authorized Representative,
the
Consultant will prepare
a USBR Title XVI compliant Feasibility Study. To obtain funding from the USBR Title XVI Recycled Water program in the future, the first step is to submit a Feasibility Study that ge ts approved
by the USBR and gets
the
project put on the fundable list as an authorized project. Once the project is authorized,
project proponents
can start competing for grant funding up to 25% or $20 million (currently max of 30 million, but it is unclea
r if this will continue). Title XVI funding can help pay for additional planning including predesign, CEQA and permitting as well as design and construction. This Feasibility Study
incorporates
all relevant information from Tasks 1
-
8 and add the additional
details required to meet
the requirements of the USBR Title XVI Feasibility Study (WTR 11 -
01). An outline of the report
requirements include:
•
Introductory information
–
project sponsor, study area, project map
•
Statement of Problems and Needs
o
Problem and needs the project solves
o
Current and projected water supplies, water rights, sources of water
o
Current and projected water demands and supply/demand imbalances
o
Current and projected water quality concerns
•
Recycled Water Opportunities
o
Descri
ption of all uses, potential uses and any water quality or treatment needs
o
Description of water market including potential users, peak use, desire to use, outreach to customers, and how market was determined.
EXHIBIT A
ATTACHMENT 2
Services
Agreement
(Professional Services)
Page
19 of
2 1
Form 2.
1. 2
(
20 22
-
0 9
-
01 )
Purified Water Feasibility Study
o
Considerations that may prevent
implementation and methods for eliminating
obstacles, including outreach and pricing
o
Identification of all agencies with jurisdiction in service area of R ecy
cled
W
ater
o
Describe potential sources of water to be recycled
o
Describe location of source water
o
Describe any current reuse
o
Describe current and projected disposal options
o
Summary of recycling technology and opportunities to improve
•
Description of Alternatives
o
Describe non
-
federal funding condition
o
Specific objectives of all
alternatives
o
Proposed R
ecycled
W
ater
project including project costs, annual operation,
maintenance and replacement costs, life cycle costs
o
Unit cost $/
acft
o
Waste discharge requirements, including water quality
o
Description of one or more alternative
technology or plan for distribution
•
Economic
Analysis
-
Degree project is cost
-
effective
and
economic benefits
o
Conditions with and without project
–
how alleviate economic problems/demands
o
Comparisons of alternatives that would satisfy the same demand
▪
Total project costs, life cycle costs, $/
acft
, cost required if proposed project
not implemented,
o
Project benefits
-
quantitative and qualitative
•
Selection of proposed project
o
Justification of why proposed project is selected, evaluation criter ia
o
Analysis of if project would reduce development of new supplies, reduce use of surface water diversions, reduce demands on Federal supplies, reduce expansion of wastewater facilities.
•
Environmental Considerations and Potential Effects
o
Impacts to
endangered species, public health, cultural resources or regulated waters
o
Extent of environmental effects/risks
o
Describe required env
ironmental
compliance
o
Effect of project on regional/watershed quality
o
Extent public involved in feasibility study
o
Ef
fect on historical resources and mitigation measures
•
Legal and Institutional Requirements
o
Water rights issues and or other legal issues
o
Need for interagency or multi
-
jurisdictional agreements
o
Permitting procedures/needs
o
Any other unresolved issues
o
Discharge requirements for brine disposal
•
Financial Capability
o
Proposed schedule
o
Willingness of non
-
federal partner to pay and plan for funding construction and O&M costs
o
Description of all sources of funding
•
Research needs
–
what is needed, who
will administer, timeframe
EXHIBIT A
ATTACHMENT 2
Services
Agreement
(Professional Services)
Page
20 of
2 1
Form 2.
1. 2
(
20 22
-
0 9
-
01 )
Purified Water Feasibility Study
EXHIBIT
“
B
”
COMPENSATION RATES AND CHARGES
1. AUTHORIZED HOURLY RATES:
Consultant will be compensated for time reasonably necessary to provide the Services based on the hourly rate
schedule
in E
xhibit “B
-
1”
attached hereto and incorporated herein by reference
, subject to the not
-
to
-
exceed limit
in Section 2
.1
of the Agreement
.
2. AUTHORIZED EXPENSES AND RATES:
Consultant will be reimbursed for costs incurred to provide the Services in
accordance with
the “PECE” costs set
forth in
Exhibit “B
-
1” attached hereto and incorporated herein by
reference
and subject to the not
-
to
-
exceed limit
in Section 2
.1
of the Agreement
.
ATTACHMENT 2
Technical
Advisors
Project
Manager
Project
Engineer
Planning
Concepts
Alternative
Water
Sources
AWPF
Treatment
Infras truct
ure
Strategic
Funding
Financial
Lead
Staff Prof.
Assista nt
Staff Prof.
WSC
Subtotal
J.B.
Subtotal
LWA
Subtotal
Wing,
Cleveland,
Prudhel
Salveson
Charbonnet
Holmes
Garvey
Whynman
Marshall
Chavan
Ivey
Uecker
LeMar
$330
$330
$260
$330
$307
$260
$330
$307
$190
$180
$180
$210
$151
$134
$13
Ta sk
Ta sk De scription
1 Determine Available Source Flow
1.1 Review Existing Information and Update
Assumptions
4 4
4 8
-
-
-
-
8 -
-
-
2 8
7 , 5 7 6
$
364
$
-
$
7,940
$
-
$
-
$
-
$
7,940
$
1 . 2
S t o r m w a t e r A n a l y s i s
4 8
4 8
-
8 -
-
2 4
-
-
-
5 6
1 4 , 1 3 6
$
728
$
-
$
14,864
$
-
$
-
$
-
$
14,864
$
1.3 Infastructure Analysis
2 8
8 -
16 -
-
16 -
-
-
50 13,356
$
650
$
-
$
14,006
$
-
$
-
$
-
$
14,006
$
1.4 Develop Maximum Seasonal Flow Availability
4 8
4 8
-
-
-
-
1 6
-
-
-
4 0
1 0 , 0 5 6
$
520
$
-
$
10,576
$
-
$
-
$
-
$
10,576
$
1.5 Available Source Flow TM (draft and final)
4 3
6 3
16 -
16 -
-
24 -
-
8 80
20,444
$
1,040
$
-
$
21,484
$
-
$
-
$
-
$
21,484
$
TASK 1 TOTAL
8 17
34 11
48 -
40 -
-
-
88 -
-
8 254
65,568
$
3,302
$
-
$
68,870
$
-
$
-
$
-
$
68,870
$
2 Water Quality Evaluation
2 . 1
S o s c o l W R F W a t e r Q u a l i t y E v a l u a t i o n 6 6
-
-
6 -
-
-
-
1 2
-
-
3 0
7 , 2 6 0
$
390
$
-
$
7,650
$
-
$
-
$
-
$
7,650
$
2 . 2
S t o r m w a t e r W a t e r Q u a l i t y E v a l u a t i o n 6 6
-
-
6 -
-
-
-
6 -
-
2 4
6 , 1 8 0
$
312
$
-
$
6,492
$
-
$
-
$
1 $
6,493
$
2 . 3
W a t e r Q u a l i t y T M
4 6
1 2
-
-
6 -
-
-
-
3 6
-
-
8 7 2
1 5 , 5 3 2
$
936
$
-
$
16,468
$
-
$
-
$
-
$
16,468
$
T A S K 2 T O T A L
4 1 8
2 4
-
-
1 8
-
-
-
-
5 4
-
-
8 1 2 6
2 8 , 9 7 2
$
1,638
$
-
$
30,610
$
-
$
1 $
1 $
30,611
$
3 Preliminary Proces s Des ign and Facility Siting for thre e Concepts
3.1 Review and Refine Treatment and
Infastructure Alternatives
4 4
-
-
20 24
-
-
20 -
-
72 19,080
$
936
$
-
$
20,016
$
-
$
-
$
-
$
20,016
$
3.2 Economic Assessment to Determine Cost of
Water
8 16
8 -
8 -
-
-
16 24
-
-
-
80 18,720
$
1,040
$
-
$
19,760
$
-
$
-
$
-
$
19,760
$
3.3 Alterrnatives Review Workshop
6 10
6 -
8 8
-
-
8 12
-
-
8 66
15,952
$
858
$
-
$
16,810
$
-
$
-
$
-
$
16,810
$
3.4 Preliminary Process Design TM
12 12
16 4
-
8 16
-
-
12 20
12 12
124
29,940
$
1,612
$
-
$
31,552
$
-
$
-
$
-
$
31,552
$
TASK 3 TOTAL
12 30
46 18
-
44 48
-
-
56 56
-
12 20
342
83,692
$
4,446
$
-
$
88,138
$
-
$
-
$
-
$
88,138
$
4 Develop Framework for Governance and Partnerships
4.1 Develop Framework Workplan
2 2
4 1,180
$
52 $
-
$
1,232
$
-
$
1,623
$
-
$
2,855
$
4.2 Critical Success Factors and Agency Matrix
2 2
4 1,180
$
52 $
-
$
1,232
$
-
$
1,623
$
-
$
2,855
$
4.3 Agency One-on-One Meetings
4 8
12 3,400
$
156
$
-
$
3,556
$
-
$
1,623
$
-
$
5,179
$
4.4 Draft Framework and Recommendations
4 4
8 2,360
$
104
$
-
$
2,464
$
-
$
1,623
$
-
$
4,087
$
4.5 Governance Workshop
4 8
8 20
4,472
$
260
$
-
$
4,732
$
-
$
3,245
$
-
$
7,977
$
4.5 Refined
Framework
and
Recommendation
TM
9 1 6
1 6
4 8
53 14,086
$
689
$
-
$
14,775
$
-
$
3,245
$
-
$
18,020
$
T A S K 4 T O T A L
9 3 2
4 0
-
-
-
-
-
-
-
-
-
4 1 6
1 0 1
2 6 , 6 7 8
$
1,313
$
-
$
27,991
$
-
$
12,980
$
-
$
40,971
$
5 Regulatory Considerations
5 . 1
R e g u l a t o r y c o n s i d e r a t i o n s ( d r a f t a n d f i n a l ) 2 4
4 -
8 -
-
-
-
-
8 -
-
2 2 8
7 , 1 8 4
$
364
$
-
$
7,548
$
-
$
-
$
-
$
7,548
$
T A S K 5 T O T A L
2 4
4 -
8 -
-
-
-
-
8 -
-
2 2 8
7 , 1 8 4
$
364
$
-
$
7,548
$
-
$
-
$
-
$
7,548
$
6 Residuals Management
6.1 Develop/Refine Residuals Disposal
Alternatives
4 4
4 -
-
2 4
-
-
1 6
-
-
5 2
1 4 , 4 8 0
$
676
$
-
$
15,156
$
-
$
-
$
3,100
$
18,256
$
6.2 Screen and Evaluate Alternatives
4 4
8 -
-
-
-
-
16 -
-
32 7,600
$
416
$
-
$
8,016
$
-
$
-
$
17,900
$
25,916
$
6.3 Residual Management TM
8 4
12 -
8 -
-
24 -
16 72
16,184
$
936
$
-
$
17,120
$
-
$
-
$
-
$
17,120
$
TASK 6 TOTAL
16 12
24 -
-
-
32 -
-
-
56 -
-
16 156
38,264
$
2,028
$
-
$
40,292
$
-
$
-
$
21,000
$
61,292
$
7 Develop Framework for Public Outreach
7 . 1
D e v e l o p F r a m e w o r k f o r P u b l i c O u t r e a c h 4 4
-
-
-
-
-
-
8 2 , 3 6 0
$
104
$
-
$
2,464
$
20,118
$
-
$
-
$
22,582
$
7 . 2
O u t r e a c h T M
2 2
8 -
-
-
-
-
1 2
3 , 8 2 0
$
156
$
-
$
3,976
$
5,462
$
-
$
-
$
9,438
$
T A S K 7 T O T A L
-
6 6
8 -
-
-
-
-
-
-
-
-
-
2 0
6 , 1 8 0
$
260
$
-
$
6,440
$
25,580
$
-
$
-
$
32,020
$
8 Identify Next Steps : Developing a Potable Reus e Implementation Roadmap
8.1 Develop Implementation Roadmap Outline
4 8
4 4
-
-
-
-
1 2
4 3 6
8 , 6 4 4
$
468
$
-
$
9,112
$
-
$
-
$
-
$
9,112
$
8 . 2
D e v e l o p R o a d m a p T M
4 4
8 4
4 2
2 4
-
1 6
4 8
6 0
1 4 , 2 3 2
$
780
$
15,012
$
-
$
-
$
-
$
15,012
$
T A S K 8 T O T A L
4 8
1 6
8 8
2 2
4 -
-
2 8
-
4 1 2
9 6
2 2 , 8 7 6
$
1,248
$
-
$
24,124
$
-
$
-
$
-
$
24,124
$
9 Executive Summary
9 . 1
E x e c u t i v e S u m m a r y
4 4
4 4
4 -
-
-
-
-
2 4
-
8 8
6 0
1 2 , 8 2 8
$
780
$
-
$
13,608
$
-
$
-
$
-
$
13,608
$
T A S K 9 T O T A L
4 4
4 4
4 -
-
-
-
-
2 4
-
8 8
6 0
1 2 , 8 2 8
$
780
$
-
$
13,608
$
-
$
-
$
-
$
13,608
$
10 Project Meetings
10.1 Kickoff Meeting
4 4
4 12
3,080
$
156
$
-
$
3,236
$
-
$
-
$
8,700
$
11,936
$
10.2 Monthly Project Meetings
20 30
15 65
17,100
$
845
$
-
$
17,945
$
-
$
-
$
-
$
17,945
$
10.3 Site Assessments
12 -
12 24
6,120
$
312
$
-
$
6,432
$
-
$
-
$
-
$
6,432
$
10.4 Board/Council Meetings (3)
18 18
10 8
54 13,628
$
702
$
-
$
14,330
$
-
$
-
$
-
$
14,330
$
T A S K 1 0 T O T A L
-
5 4
5 2
-
-
-
-
-
-
-
4 1
-
8 -
1 5 5
3 9 , 9 2 8
$
2,015
$
-
$
41,943
$
-
$
-
$
8,700
$
50,643
$
11 Project Management
11.1 Project Management
4 18
18 8
48 13,012
$
624
$
-
$
13,636
$
-
$
-
$
4,000
$
17,636
$
11.2 Project Invoice and Reporting
4 18
18 8
48 13,012
$
624
$
-
$
13,636
$
-
$
-
$
-
$
13,636
$
T A S K 1 1 T O T A L
8 3 6
3 6
-
-
-
-
-
-
-
-
-
-
1 6
9 6
2 6 , 0 2 4
$
1,248
$
-
$
27,272
$
-
$
-
$
4,000
$
31,272
$
67 221
286
49 68
64 122
4 -
56 355
-
36 106
1,434
358,194
$
18,642
$
-
$
376,836
$
25,580
$
12,981
$
37,701
$
449,097
$
OPTIONAL SCOP
E
12 TXVI Compliant Report
12.1 Title XVI Feasibility Study Report - Draft and
Final
2 12
32 16
-
-
-
4 -
-
40 -
12 8
126
29,532
$
1,638
$
-
$
31,170
$
-
$
-
$
-
$
31,170
$
2 12
32 16
-
-
-
4 -
-
40 -
12 8
126
29,532
$
1,638
$
-
$
31,170
$
-
$
-
$
-
$
31,170
$
Notes:
1 Project Equipment and Communication Expense.
PROJECT TOTAL
Sr.
CAD
Tech
Carollo
Subtotal
PECE
1 Expenses
Graphi
cs
Doc.
Process.
Total
Hours
Labor
Cost
WSC
Jerry
Brown
LWA
Carollo Engineers, Inc.
City of Napa Recycled Water Feasibility Study
Cost Proposal (11/22/2022)
PROJECT
TOTAL
Services Agreement (Professional Services)
Purified Water Feasibility Study
Form 2.1.2 (2022-09-01)
EXHIBIT "B-1"
ATTACHMENT 2