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Contract - Environmental Engineering & Contracting - 2006-01-01AGREEMENT FOR CONSULTANT SERVICES FATS, OILS AND GREASE (FOG) PROGRAM MANAGEMENT AND INSPECTION SERVICES THIS.AGREEMENT is made and effective as of January 1, 2006, between the Costa Mesa Sanitary District, a sanitary district ( "District ") and Environmental Engineering and Contracting, Inc., (a California corporation) ( "Consultant "). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: RECITALS Whereas, the SARWQCB has adopted Waste Discharge Requirements in Order No R8- 2002 -0014, hereinafter referred to as "WDR" which requires that permittees adopt a fats, oils and grease (hereinafter referred to as "FOG') control program; and Whereas, Consultant has been involved in developing Grease Control Programs to combat the effects of FOG in sewer systems and has worked closely with the OCSD and the WDR committee in developing a FOG Control Program; and Whereas, Consultant represents that it is fully qualified to provide the services required by this contract and possesses the following licenses: Contractors AHAZ 743267; Consultant also has registered civil engineers as employees; NOW, THEREFORE, the Parties hereto agree as follows: TERM This Agreement shall commence on January 1, 2006, and shall remain and continue in effect until tasks described herein are completed, but in no event later than June 30, 2007, unless sooner terminated pursuant to the provisions of this Agreement. 2. SERVICES Consultant shall perform the tasks described and set forth in Exhibit A , attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A but extended to June 30, 2007. Contractor agrees to coordinate any inspections with Orange County Health Care Agency inspections so District receives the maximum benefit of both contracts and so duplication effort is avoided. 3. PERFORMANCE Consultant shall at all times faithfully, competently and to the best of its ability, experience, and talent perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Agreement. 4. DISTRICT MANAGEMENT The District's Manager /District Engineer shall represent District in all matters pertaining to the administration of this Agreement, review and approval of all products submitted by Consultant, but not including the authority to enlarge the Tasks to be Performed or change the compensation due to Consultant. The District Manager shall be authorized to act on District's behalf and to execute all necessary documents which enlarge the Tasks to be Performed or change Consultant's compensation, subject to Section 5 hereof. 5. PAYMENT (a) The District agrees to pay Consultant monthly, in accordance with the payment rates, terms and schedule of payment as set forth in Exhibit A , extended to June 30, 2007 and attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. This amount shall not exceed one hundred forty -nine thousand eight hundred seventy dollars ($149,870.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. (b) Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the District Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by District Manager and Consultant at the time District's written authorization is given to Consultant for the performance of said services. The District Manager may approve additional work not to exceed the greater of fifteen - thousand dollars ($15,000.00) or two percent (2 %) of the total contract sum. Any additional work in excess of this amount shall be approved by the Board of Directors. (c) Consultant will submit invoices for actual services performed. Invoices shall be submitted on or about the first business day of each month, or as soon thereafter as practical, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non - disputed fees. If the District disputes any of Consultant's fees it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. 2 6. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE (a) The District may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least thirty (30) days prior written notice. Upon receipt of said notice, the consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the District suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. (b) In the event this Agreement is terminated pursuant to this Section, the District shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the District. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the District pursuant to Section 5. 7. DEFAULT OF CONSULTANT (a) The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, District shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default. (b) If the District Manager or his /her delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, he /she shall cause to be served upon the Consultant a written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the District shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 8. OWNERSHIP OF DOCUMENTS (a) Consultant shall maintain complete and accurate records with respect to the FOG Program Management and Inspection Services including database and geographic information system (GIS) management, FOG control program assessments and recommendations, permittinq inspections grease removal equipment (GRE) inspections, best management practices (BMP) inspections, compliance inspections, closed circuit televising (CCTV), enforcement management, enforcement inspections, copies of all permits and notices, and other such information required by District that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be 3 maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of District or its designees at reasonable times to such books and records; shall give District the right to examine and audit said books and records; shall permit District to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. (b) Upon completion, termination or suspension of this Agreement all FOG Program Management and Inspection Services records and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the District and may be used, reused or otherwise disposed of by the District without the permission of the Consultant. With respect to computer files, Consultant shall make available to the District, at the Consultant's office and upon reasonable written request by the District, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. 9. INDEMNIFICATION (a) Indemnification for Professional Liability. When the law establishes a professional standard of care for Consultant's Services, to the fullest extent permitted bylaw, Consultant shall indemnify, protect, defend and hold harmless District and any and all of its officials, employees and agents ( "Indemnified Parties ") from and against any and all losses, liabilities, damages, costs and expenses, including attorney's fees and costs to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of professional services under this Agreement. (b) Indemnification for Other Than Professional Liability. Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless District, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, loses, expenses or costs of any kind, whether actual, alleged or threatened, including attorneys fees and costs, court costs, interest, defense costs and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the performance of this Agreement by Consultant or by any individual or entity for which Consultant is legally liable, including but not limited to officers, agents, employees or subconsultants of Consultant. (c) General Indemnification Provisions. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every subconsultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this section. Failure of District to monitor compliance with these requirements imposes no additional obligations on District and will in no way act as a waiver of any rights hereunder. This obligation to 4 indemnify and defend District as set forth here is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this Agreement or this section. 10. INSURANCE Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B (Certificate of Insurance) attached to and part of this Agreement and shall name District as an additional insured on the general commercial liability policy and District shall be provided with an endorsement evidencing such coverage. 11. INDEPENDENT CONSULTANT (a) Consultant is and shall at all times remain as to the District a wholly independent Consultant. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither District nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the District. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against District, or bind District in any manner. (b) No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, District shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for District. District shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 12. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such laws and regulations. The District, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Consultant to comply with this Section. 13. UNDUE INFLUENCE Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the Costa Mesa Sanitary District in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement or financial inducement. No officer or employee of the Costa Mesa Sanitary District will receive compensation, 5 directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the District to any and all remedies at law or in equity. 14. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of District, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Project during his /her tenure or for one year thereafter, shall have any interest, direct or indirect, in any agreement or sub - agreement, or the proceed thereof, for work to be performed in connection with the Project performed under this Agreement. 15. RELEASE OF INFORMATION / CONFLICTS OF INTEREST (a) All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without District's prior written authorization. Consultant, its officers, employees, agents or subconsultants, shall not without written authorization from the District Manager or unless requested by the District Counsel, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement or relating to any project or property located within the District. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives District notice of such court order or subpoena. (b) Consultant shall promptly notify District should Consultant, its officers, employees, agents or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, requests for admissions, or other discovery request, court order, or subpoena from any person or party regarding this Agreement and the work performed thereunder or with respect to any project or property located within the District. District retains the right, but has no obligation, to represent Consultant and /or be present at any deposition, hearing, or similar proceeding. Consultant agrees to cooperate fully with District and to provide the opportunity to review any response to discovery requests provided by Consultant. However, District's right to review any such response does not imply or mean the right by District to control, direct, or rewrite said response. 16. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice: To District: Costa Mesa Sanitary District 628 West 19th St Costa Mesa, CA 92627 Attn: District Clerk To Consultant: Environmental Engineering and Contracting, Inc. 501 Parkcenter Drive Santa Ana, CA 92705 Attn: John Shaffer 17. ASSIGNMENT The Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the District. Because of the personal nature of the services to be rendered pursuant to this Agreement, only Consultant shall perform the services described in this Agreement. John Shaffer may use assistants, under his direct supervision, to perform some of the services under this Agreement. Consultant shall provide District fourteen (14) day's notice prior to the departure of John Shaffer from Consultant's employ. Should he leave Consultant's employ, the District shall have the option to immediately terminate this Agreement, within three (3) days of the close of said notice period. Upon termination of this agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the Board of Directors and the Consultant. 18. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 19. GOVERNING LAW The District and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior or federal district court with jurisdiction over the Costa Mesa Sanitary District. 20. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is VA entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 21. WORK SCHEDULED / TIME OF COMPLETION Consultant agrees to begin work immediately upon signature of this Agreement by both District and Consultant and to diligently pursue completion of the scope of work as described in Exhibit A in order to complete the entire scope of work within 18 months. 22. CONTENTS OF PROPOSAL Consultant is bound by the contents of Consultant's Proposal, Exhibit A hereto and incorporated herein by this reference. In the event of conflict, this Agreement shall take precedence over those contained in the Consultant's Proposal. 23. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he /she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. 24. INTERPRETATION In the event of conflict or inconsistency between this Agreement and any other document, including any proposal or Exhibit hereto, this Agreement shall control unless a contrary intent is clearly stated. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. COSTA MESA SANITARY DISTRICT CONSULTANT Ja I s Ferryman, Pre dent Shaffer, President ATTEST:-, Di CQ APPROVED AS TO FORM: District Counsel January 4, 2006 ENVIRONMENTAL ENGINEERING & CONTRACTING, INC. 501 Parkcenter Drive, Santa Ana, CA 92705 Phone (714) 667 -2300 Fax (714) 667 -2310 Mr. Rob Hamers Costa Mesa Sanitary District 234 East 17th Street Suite 205 Costa Mesa, California 92627 Subject: Proposal and Cost Estimate for Waste Discharge Requirements Fats, Oils, and Grease (FOG) Control Program Phase III, CMSD Project 176 Dear Mr. Hamers, Environmental Engineering & Contracting, Inc. (EEC) is pleased to present this proposal to provide Waste Discharge Requirements Fats, Oils, and Grease (FOG) Control Program Phase III services for the Costa Mesa Sanitary District (District). These services will be performed in accordance with the District's FOG Control Program Manual and Grease Control Regulations Ordinance to comply with the Santa Ana Regional Water Quality Control Board (SARWQCB) Waste Discharge Requirements (WDR) Order No. R8- 2002 -0014. The services described in this proposal intend to provide key services for an effective FOG control program, which will result in a reduction in the District's grease - related sanitary sewer overflows (SSOs), blockages, and maintenance. This proposal includes services to be provided from January 1, 2006 through !I I, &Y June 30, 2007. SCOPE OF WORK The scope of work for the proposed FOG control program management and inspection services will include the following tasks: 1. Program Management Providing FOG control program management, including database and GIS management Providing a FOG control program assessment and recommendations Providing other support activities 2. Inspections Conducting permitting inspections Conducting grease removal equipment (GRE) inspections Soil O Groundwater ♦ Air ♦ Wastewater ♦ Stormwater ♦ GIS + Engineering + Remediation + Construction Conducting kitchen best management practices (BMP) inspections Conducting combined kitchen BMP and GRE inspections Conducting compliance inspections Conducting CCTV source inspections 3. Enforcement Providing enforcement management Conducting enforcement inspections The specific details to these tasks are as follows: 1.0 PROGRAM MANAGEMENT 1.1 FOG CONTROL PROGRAM MANAGEMENT, INCLUDING DATABASE AND GIS MANAGEMENT EEC will: identify and prioritize food service establishment (FSE) inspections; review and update the results of the FSE inspections into the associated database and GIS; and will develop database forms and reports, as appropriate, to summarize the findings of these inspections. On a monthly basis, EEC will report the activities conducted during the month, identify findings, and provide recommendations to the FOG Control Program Manager. These services are proposed to be performed monthly for 15 of the 18 months of the service period. 1.2 FOG CONTROL PROGRAM ASSESSMENT AND RECOMMENDATIONS At the end of the year and one -half period, EEC will conduct a FOG control program assessment and provide recommendations for program enhancement and resource management. This will include hot spot mitigation, FSE compliance status, and grease - related SSO status. 1.3 ADDITIONAL AGENCY SUPPORT ACTWITIIES Assist District personnel, as requested, to provide other support activities, such as: • Assist in developing FOG Policies (e.g., Grease Trap Usage, Additive Usage); • Assist in preparation for and /or attending Hot Spot and other Sewer System issue resolution meetings; • SSO investigation support; • Assist in training agency or other agency staff on the District's FOG Program; • Assist in obtaining FOG Program or sewer related data from other agencies; and • Assist in preparation and /or attending meetings on FOG or sewer related issues. 2 2.0 INSPECTIONS The details are described below and also in the FSE Inspection Detail attached table. 2.1 PERMITTING INSPECTIONS EEC will physically inspect and educate FSEs within the District that are new to the FOG Program. These FSEs include new FSEs and existing FSEs that have a change in ownership or name change requiring re- permitting. For the sake of this proposal from January 2006 to June 2007, EEC will plan to perform 50 permitting inspections (quantity based on an estimation of approximately 15% of the total FSEs [ -350] in the program). For those FSE that have been identified in the vicinity of hot spots or identified as FOG sources, EEC will discuss, with the FSE management, the enforcement options that are available to the District and the steps that the FSE can take to avoid additional enforcement. 2.2 GREASE REMOVAL EQUIPMENT (GRE) INSPECTIONS EEC will physically conduct GRE inspections for FSEs with a grease interceptor or grease trap and is projecting to perform approximately 120 inspections. 2.3 KITCHEN BEST MANAGEMENT PRACTICE (BMP) INSPECTIONS EEC will physically conduct kitchen BMP inspections for FSEs without GREs and is projecting to perform approximately 250 inspections. 2.4 COMBINED KITCHEN BMP AND GRE INSPECTIONS EEC will physically conduct combined kitchen BMP and GRE inspections for FSEs and is projecting to perform approximately 142 inspections. 2.5 COMPLIANCE INSPECTIONS Although it is difficult to estimate the amount of non - compliance at this time, EEC will plan to perform compliance inspections at 100 FSEs due to non - compliance issues or on -going hot spot source identification. This may include the issuance of written warnings or notice of violations (NOVs) to FSEs that are found to be in non - compliance of the FOG control ordinance or permit. 2.6 CCTV SOURCE INSPECTIONS EEC will assess hot spots to identify FSEs that are discharging FOG to the sewer collection system utilizing the District's CCTV staff or subcontractor. It is projected that 9 days of CCTV Source Inspections will be conducted during the next 18 months of the program. 3 3.0 ENFORCEMENT 3.1 ENFORCEMENT MANAGEMENT Based on the results of the CCTV Source Inspections and continued NOVs, EEC will review, provide recommendations, and assist the District staff and FOG Control Program Manager in the enforcement process. For the sake of this proposal, EEC is assuming that enforcement management will be required for 6 FSEs. 3.2 ENFORCEMENT INSPECTIONS Although it is difficult to estimate the amount of enforcement required at this time, EEC will plan to perform enforcement inspections at 6 FSEs (2 visits per FSE for a total of 12) during the next 18 months of the program. Due to the serious nature of these inspections, EEC will attempt to meet with the FSE manager or property owner to discuss the enforcement and the FSE's plans to achieve compliance. COST ESTIMATE Based on the aforementioned scope of work, EEC has identified the projected costs (identified as either a time - and - material estimate or unit based cost) for each of the tasks as follows: January 1, 2006 through June 30, 2007 Description Units Rate Subtotal Total 1.1 Program Management Fixed 15 months $ 3,958 $59,370 1.2 Annual Assessment Fixed 1 $ 4,000 $4,000 1.3 Additional Agency Support T &M 1 $ 8,000 $8,000 $71,370 FSEs 2.1 Permitting Inspections Unit 50 1 $ 121 $6,050 2.2 GRE Inspections Unit 120 1 $ 58 $6,960 2.3 BMP Inspections Unit 250 1 $ 74 $18,500 2.4 BMP /GRE Inspections Unit 142 1 $ 84 $11,928 2.5 Compliance Inspections Unit 100 1 $ 124 $12,400 2.6 CCTV Source Inspection Oversight Unit 9 1 $ 1,190 $10,710 $66,548 FSEs 3.1 Enforcement Project Management T &M 6 - $ 1,490 $8,940 3.2 Enforcement Inspections T &M 6 2 visits $ 251 $3,012 $11,952 $149,870 Total 4 The total projected cost is $149,870 (not -to- exceed) to complete the aforementioned scope of work. The payment terms are net 30 -days and progress invoices will be submitted on a monthly basis. These costs do not include CCTV, printing or mailing associated costs and the time -and- materials portion of the work will be based on EEC's 2006 Fee Schedule (attached). EEC looks forward to this opportunity to assist the Costa Mesa Sanitary District in the management and operation FOG Control Program and will be available to start immediately upon issuance of a purchase order. If you have any questions regarding this proposal, please call Jim Kolk or Stan Steinbach at (714) 667 -2300. Sincerely, Environmental Engineering and Contracting, Inc. ,dim Kok Jim Kolk Project Engineer I Stan Steinbach Stan Steinbach Senior Project Engineer II Attachments: FSE Inspection Detail, January 2006 to June 2007 FOG Program Management Environmental Engineering and Contracting, Inc., 2006 Fee Schedule s