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AGREEMENT FOR PROFESSIONAL SERVICES
HYDRAULIC MODEL UPDATES
This Agreement is made on June 26, 2023 by and between Water Systems Consulting, Inc. a California corporation (“Contractor”), and the City of Santa Maria, a California Municipal Corporation and charter city (“City”), in Santa Maria, California, based on the following recitals:
WHEREAS, City has determined the Hydraulic Model Updates involves performance of services of a temporary nature (the “Project”); and
WHEREAS, City does not have available employees to perform the services for the Project; and
WHEREAS, City has selected Contractor based on their submitted proposal dated June 5, 2023, and based on Contractor’s qualifications to perform the Project, including technical expertise in water, wastewater, recycled water, and water resources modeling and system planning; and
WHEREAS, Contractor has unique experience and knowledge of City’s existing water and sewer hydraulic models and the foundations and assumptions from which they were built; is familiar with and used the models recently to support City in evaluating increased flow from new development projects; and selection of Contractor provides standardization and continuity of modeling assumptions and parameters; and
WHEREAS, the time window available to update the hydraulic models for water and sewer to support the analyses required for the General Plan Update project is restricted; and
WHEREAS, City has determined Contractor’s rates were fair and reasonable compared to other firms performing similar services; and
WHEREAS, City has requested Contractor perform the services for the Project, which will complement City Staff in Engineering, Community Development, and Utilities allowing for consistent technical and historical knowledge regarding the City’s water and sewer hydraulic models; and
WHEREAS, Contractor is registered or licensed in California to perform the services for the Project.
NOW, THEREFORE, IT IS AGREED:
1. Recitals true. The above recitals are true.
2. General.
2.01 Term and Termination. The term of this Agreement begins on the first date written above and ends at 11:59 p.m. on June 30, 2024. This Agreement may be extended by mutual consent of the parties. This Agreement may be terminated for breach of its terms or conditions, or because of discovery of any act which violates local, state, or federal law.
Termination is effective fourteen (14) days after deposit of notice as specified in this Agreement.
Attachment B
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2.02 Services to be Performed. Contractor shall determine the method, details,and means of providing services for the Project. More specifically, Contractor agrees to perform the specific services listed in Exhibit “A.” The Consultant shall perform its services consistent with the professional skill and care ordinarily provided by Consultants practicing in the same or similar locality under the same or similar circumstances. 2.03 City’s Duties. City’s duties under this Agreement are to cooperate with the Contractor in the performance of the Agreement and timely pay invoices. 2.04 Payment. Payment terms under this Agreement are listed in Exhibit “B.”2.05 Insurance. Contractor shall provide insurance as listed in Exhibit “C.”2.06 Exhibits. Exhibits “A”, “B”, and “C” are attached and incorporated. 3. Contractor’s Obligations.3.01 Minimum Amount of Service. Contractor shall devote sufficient time to perform services under this Agreement efficiently and effectively. Contractor may represent, perform services for and be employed by additional individuals or entities, in Contractor’s sole discretion, as long as the performance of these extracontractual services does not interfere with or present a conflict with the City's business. 3.02 Tools and Equipment. Except as otherwise stated in this Agreement, Contractor will supply all tools and equipment necessary to perform this Agreement. 3.03 Status. Contractor (including its employees) is an independent Contractor.No employer/employee relationship exists between Contractor and City. Contractor's assigned personnel shall not be entitled to any benefits payable to employees of City. City is not required to make any deductions or withholdings from the compensation payable to Contractor under this Agreement. Contractor (as a business entity, including its employees) is a “design professional” as defined by California Civil Code section 2782.8(c)(3). 3.04 Indemnification. To the fullest extent permitted by law, Contractor shall indemnify, defend (with independent counsel approved by the City) and hold harmless the City, and its directors, officers, and employees from and against all third-party tort claims/liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternative dispute resolution) to the extent caused by negligence, recklessness, or willful misconduct of Contractor including its employees. The provisions of this paragraph survive completion of the services or the termination of this contract. The provisions of this section are not limited by the provisions of the section relating to insurance. The duty to defend shall not extend to professional liability claims. 4. Miscellaneous4.01 Notices. All communication relating to the day-to-day activities of this Agreement shall be exchanged between a designated representative of City and a representative of Contractor, listed below. All notices shall be addressed as follows unless a written change is filed with the City: City:Contractor:Attn: Shad Springer Attn: Joshua ReynoldsCity of Santa Maria Water Systems Consulting, Inc. Utilities Department 805 Aerovista Place 2065 East Main Street Suite 201 Santa Maria, CA 93454 San Luis Obispo, CA 93403 Atty. rev. 2023; Risk rev. 2023 Page 3 of 12 If the designated Representative or address of either party changes during the term of this Agreement, a written notice shall be given to the other party prior to the effective date of change. Any written notices required under this Agreement shall be effective five (5) days after deposit into United States mail, postage prepaid, addressed to the designated Representative, or upon confirmation of receipt of delivery if another notification process is used. 4.02 Compliance With Laws, etc. Contractor shall exercise the Standard of Care to comply with all laws, including but not limited to the rules and policies of the City, in performing this Agreement. 4.03 Integration. This Agreement constitutes the entire agreement of the parties with respect to the subject matter. All modifications, amendments, or waivers of the terms of this Agreement must be in writing and signed by the appropriate representatives of the parties. 4.04 Interpretation. This Agreement shall be interpreted in accordance with the laws of the State of California.4.05 Jurisdiction. Jurisdiction and venue of all disputes over the terms of this agreement shall be in the County of Northern Santa Barbara, State of California.4.06 Warranty of authority. Each person signing this Agreement on behalf of a party warrants that he or she has authority to do so.4.07 No Waiver. Failure to enforce with respect to a default shall not be construed as a waiver. 4.08 Severability. The provisions of this Agreement are severable. If any part of this Agreement is held invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect unless amended or modified by mutual written consent of the parties.4.09 Submittals. In addition to any other submittals required by this Agreement, Contractor shall submit copies of its current business license and current certificate of workers compensation coverage to the City before beginning work on this Project. 4.10 Prevailing Wage. If applicable, Contractor and all subcontractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code. The Director's determination is on file and open to inspection at www.dir.ca.gov and is referred to and made a part hereof; the wage rates therein ascertained, determined, and specified are referred to and made a part hereof as though fully set forth herein. CONTINUED ON NEXT PAGE Atty. rev. 2023; Risk rev. 2023 Page 4 of 12
IN WITNESS WHEREOF, this Agreement is executed by the parties on the date first written above.“Consultant” “City”WATER SYSTEMS CONSULTING, INC. CITY OF SANTA MARIAa California corporation a political subdivisionof the State of CaliforniaBy: By:JOSHUA REYNOLDS SHAD S. SPRINGER, P.E., MPAVice President Director of UtilitiesATTESTBy:RHONDA M. WHITE, CMCChief Deputy City ClerkAPPROVED AS TO FORMRisk ManagerCity Attorney
Atty. rev. 2023; Risk rev. 2023 Page 5 of 12 EXHIBIT “A”SERVICES TO BE PROVIDED PROJECT UNDERSTANDING The Hydraulic Model Update Project is envisioned as an initial step on the City’s long-term approach to updating the 2015 Utilities Capacity Study. This first step will include updating the existing water and sewer hydraulic models using the City’s most recent GIS mapping data, water consumption data records, wastewater plant flow records, and sewer flow monitoring performed as part of this project. Future steps are expected to include preparation of growth scenarios based on the soon-to-be updated City General Plan and analysis of the water and sewer systems for existing and future deficiencies to identify infrastructure improvement needs. Alternatives analysis, variable growth scenarios, changes in ADU requirements, and changes in housing density are additional work items that can be incorporated in the future Utilities Capacity Study update. Project duration is estimated to be eight months. TASK 1.0 PROJECT MANAGEMENT Conduct a project kick-off meeting, including preparing meeting materials such as agenda and data request. Organize and conduct monthly coordination and workshop meetings. Provide bi-weekly project updates through e-mail and/or by phone. The purpose of these updates will be to provide regular updates on work performed to date, discuss potential concerns for future work to be performed, review outstanding needs, budget, schedule, and discuss action items. Provide opportunities to engage City staff to solicit input. Provide project administration and management, including invoicing and preparation of monthly progress reports. The progress report will summarize the work performed during the period.QA/QC for all documents.Deliverables: Project schedule, monthly progress reports. Meetings: Bi-weekly meetings with City staff.Assumptions: All meetings are assumed to be videoconferences. All project management deliverables will be electronic submittals. TASK 2.0 DOCUMENT GATHERING AND DATA REVIEW Collect and review existing documentation. Coordinate with City staff to review data if necessary. Discussions to obtain clarity on the data or obtain additional information including staff knowledge regarding problem areas and perceived needs. Meetings: Coordination calls and one in-person meeting with City staff as needed. TASK 3.0 WASTEWATER FLOW PROJECTIONS 3.1 Wastewater Flow Projections Leverage water usage, general or specific plans, expected land use, and corresponding wastewater generation factors.
Atty. rev. 2023; Risk rev. 2023 Page 6 of 12 Develop wastewater demand duty factors and peaking factors, including maximum day and peak hour loads. Document the wastewater flow projections in a Technical Memorandum. Deliverables:Technical memorandum documenting wastewater flow projections and peaking factors.Assumptions: Flow projections are for existing conditions only. TASK 4.0 WASTEWATER HYDRAULIC MODEL 4.1 Flow Monitoring and Sewer System Model Develop a system-wide sewer flow monitoring program. This program will include key locations for flow monitoring to assist in the sewer model calibration and identify locations of substantial inflow and infiltration (I/I) downtown and in the southern portion of the City’s system. The duration of the dry and wet weather monitoring, proposed locations, and elements of the complete flow monitoring program will be provided to the City for review. Site visits will be completed to assess proposed flow monitoring locations and determine suitable areas for flow monitoring. Install, calibrate, maintain, and remove flow meters with meters in place for up to three months. The budget assumes the following flow meter locations:o meters to match the locations used in the 2015 Utilities Capacity Study.o meters (in locations to be determined) to provide additional flow detail in the larger flow basins. o meters (in locations to be determined) to evaluate I/I concerns, investigate areas with capacity concerns, or to help calibrate flow through manholes with existing level sensors. Prepare a report documenting the results and procedures for flow monitoring. Update the City’s existing sewer model in Bentley’s SewerGEMS software by reviewing the City’s current GIS mapping and obtaining updated information from the City on diversion manhole configurations and inverted siphons. Calibrate the sewer system model in steady simulation for dry and wet conditions using the data collected by the flow monitoring program. Facilitate up to three workshops with Operations staff to discuss the model and areas that may require updates based on Operations staff knowledge. Deliverables: Updated hydraulic sewer system model files. Flow monitoring program and report.Meetings: Three workshops with City Operations Staff to solicit input on the hydraulic model. TASK 5.0 EXISTING WATER DEMANDS 5.1 Water Demands Leverage billing data to update water demands. Develop average day, maximum day, and peak hour demand factors. Document the existing water demands in a Technical Memorandum.Deliverables: Technical memorandum documenting demands and peaking factors.
Atty. rev. 2023; Risk rev. 2023 Page 7 of 12 Assumptions: Flow projections are for existing conditions only. TASK 6.0 WATER MODEL CALIBRATION 6.1 Confirm Model Scenarios for Calibration Confirm model scenarios are accurate to represent the following conditions:o Average Day Demand (ADD), Steady-State Runo Maximum Day Demand (MDD), Steady-State Runo Peak Hour Demand (PHD), Steady-State Run o Maximum Day Demand (MDD), 72-Hour Extended Period Simulation (EPS) 6.2 Update and Calibrate Model Update the water model and import current GIS data.Prepare a hydrant testing plan for 6 hydrant tests and assist City staff in performing the flow tests. It is assumed City staff will provide the equipment and operate the valves, and the Contractor will assist and record the results. Assumes hydrant testing will occur overtwo days. Calibrate the model to steady-state conditions using fire hydrant flow test results. The model configuration, system boundary conditions, and pipe roughness factors, if needed, will be adjusted until the model pressures are within guidelines consistent with AWWA Computer Systems Hydraulic Modeling Standards (M32). Calibrate the model for a 72-hour EPS using SCADA data. The period of calibration will be selected using the demand database to identify a period of high consumption. Facilitate one workshop with City Operations Staff to discuss the model and areas that may require updates based on City staff knowledge. 6.3 Run Existing Scenarios Run the four scenarios (ADD, MDD, PHD, and 72-hour EPS) for existing demands. Run a fire-flow analysis to verify the model can be used to estimate available fire flow during maximum day demands. Run an EPS simulation at average day demands to verify that the model can be used to estimate water age throughout the system. Deliverables: Updated hydraulic water system model files. Hydrant flow testing program and report. Meetings: One workshop with City Operations Staff to solicit input on the hydraulic model.
Atty. rev. 2023; Risk rev. 2023 Page 8 of 12 EXHIBIT “B”PAYMENT I. PROGRESS AUTHORIZATION Written authorization to proceed from the City authorizes the Contractor to generate the NOT-TO-EXCEED COST OF TWO HUNDRED THOUSAND AND ZERO CENTS ($200,000.00) IN FEES for above listed tasks based on the rate schedule(s) that followon the next pages. TOTAL NOT-TO-EXCEED COSTS: $200,000.00 The City reserves the right to withhold any amount if unsatisfied with the service the Contractor provides or if the Contractor exceeds this written authorization for the above not-to-exceed costs. II. INVOICE PROCEDURE The Contractor's bills shall be substantiated by appropriate documentation, and include an itemized listing of personnel, sub-Contractors, and other direct costs incurred.
Atty. rev. 2023; Risk rev. 2023 Page 9 of 12 Contingency funding of $9,933 is also hereby added to the Project Budget.
Atty. rev. 2023; Risk rev. 2023 Page 10 of 12 EXHIBIT “C”INSURANCE Contractor shall procure and maintain, for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by Contractor, his/her agents, representatives, or employees. If Contractor maintains broader coverage and/or higher limits than the minimums shown below, City requires and shall be entitled to the broader coverage and/or higher limits maintained by Contractor. 1) Minimum Scope of Insurancea) Coverage shall be at least as broad as:i) Insurance Services Office Commercial General Liability Coverage (occurrence form CG 0001 or the carrier’s equivalent), including products and completed operations, property damage, bodily injury and personal & advertising injury. ii) Insurance Services Office Business Auto Coverage Form Number CA 00 01 or the carrier’s equivalent covering any auto (Code 1); or if Contractor has no owned autos, covering hired (Code 8) and non-owned autos (Code 9). iii) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. iv) Professional Liability Insurance appropriate to the Contractor's profession. Architects' and engineers' coverage is to be endorsed to include contractual liability. v) Contractor’s Pollution Liability Insurance applicable to the work being performed. vi) Cyber Liability Insurance as applicable to the work being performed and appropriate to the Contractor’s profession. Such coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. 2) Minimum Limits of Insurance a) Contractor shall maintain limits no less than: i) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. ii) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. iii) Workers’ Compensation: Statutory limits.iv) Employer's Liability: $1,000,000 per accident for bodily injury or disease. v) Professional Liability: $1,000,000 per occurrence or claim, $2,000,000 aggregate.vi) Contractors Pollution Liability: $2,000,000 per occurrence or claim, $2,000,000 aggregate.vii) Cyber Liability: $1,000,000 per occurrence or claim, $2,000,000 aggregate.
Atty. rev. 2023; Risk rev. 2023 Page 11 of 12 3) Self-insured RetentionsSelf-insured retentions must be declared to and approved by City. City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration and defense expenses within the retention. 4) Other Insurance Provisions a) The commercial general liability and automobile liability policies are to contain, or be endorsed to contain,the following provisions: i)The City of Santa Maria, its officers, officials, employees, and volunteers are to be covered as additional insureds on the policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form or an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37 forms if later revisions are used, or the carrier’s equivalent). ii) For any claims related to this project, Contractor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. iii) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled or reduced, except with notice stating the title of this Agreement to the City. All notices provided pursuant to this Agreement shall be given to the City representative listed for notice in this agreement and shall specify the title of this Agreement.Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested. iv) Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from the insurer. v) If any of the required policies provide claims-made coverage: (1) The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. (2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.(3) If coverage is cancelled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Agreement effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work. 5) Acceptability of InsurersInsurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.
Atty. rev. 2023; Risk rev. 2023 Page 12 of 12 6) Verification of Coverage a) Contractor shall furnish City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. b) All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications, at any time. 7) Special Risks or CircumstancesCity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.