HomeMy WebLinkAboutC07-291 Tetra TechPROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement ("Agreement") dated as of this/U day of September,
2007, is between the County of Eagle, State of Colorado, a body corporate and politic, by and
through its Board of County Commissioners ("County"), and Tetra Tech, Inc., a consulting firm
with a mailing address of P.O. Box 1659, Breckenridge, Colorado 80424 ("Consultant").
WHEREAS, the County is in need of a company to provide the services outlined in Section 1.1
hereunder: and
WHEREAS, Consultant has represented that it has the experience and knowledge in the subject
matter necessary to carry out the services outlined in Section 1.1 hereunder; and
WHEREAS, County wishes to hire Consultant to perform the tasks associated with such services
outlined in Section 1.1 hereunder; and
WHEREAS, County and Consultant intend by this Agreement to set forth the scope of the
responsibilities of the Consultant in connection with the services and related terms and
conditions to govern the relationship between Consultant and County in connection with the
services.
NOW, THEREFORE, based upon the representations by Consultant set forth in the foregoing
recitals, for good and valuable consideration, including the promises set forth herein, the parties
agree to the following:
1. Services Provided:
1.1 The Consultant will provide the consulting services as more particularly set forth in
Exhibit "A," attached hereto and incorporated herein by this reference (hereinafter called
"Consulting Services"). The Consulting Services are generally described as estimating
environmental water flows and water flow conditions for water users in the Colorado River in
Eagle County, upstream of the confluence with the Eagle River. To the extent the terms and
conditions of this agreement may conflict with Exhibit "A" the terms and conditions of this
agreement shall control.
1.2 The Consultant agrees that Consultant will not enter into any consulting arrangements
with third parties that will conflict in any manner with the Consulting Services.
1.3 Consultant has given the County a proposal for performing the Services and represented
that it has the expertise and personnel necessary to properly and timely perform the Services.
2. Term of Agreement:
2.1 This Agreement shall commence upon execution of this Agreement by both parties and,
subject to the provisions of Section 2.2 hereof, shall continue in full force and effect until the
work is completed, or until the Agreement is earlier terminated.
2.2 This Agreement may be terminated by either party for any other reason at any time, with
or without cause, and without penalty whatsoever therefore.
2.3 In the event of any termination of this Agreements Consultant shall be compensated for
all hours of work then satisfactorily completed, plus approved expenses.
3. Independent Contractor:
3.1 With respect to the provision of the Consulting Services hereunder. Consultant
acknowledges that Consultant is an independent contractor providing Consulting Services to the
County. Nothing in this Agreement shall be deemed to make Consultant an agent, employee,
partner or representative of County,
3.2 The Consultant shall not have the authority to, and will not make any commitments or
enter into any agreement with any party on behalf of County without the written consent of the
Board of County Commissioners.
3.3 The Consultant will maintain liability, unemployment and workman's compensation
insurance on his/her behalf, as necessary.
4. Remuneration:
4.1 For the Consulting Services provided hereunder, County shall pay to the Consultant
according to the Fee Proposal for Phase 1, as set forth in Exhibit "A." Fees will be paid within
thirty (30) days of receipt of a proper and accurate invoice from Consultant respecting
Consulting Services. The invoice shall include a description of services performed. Upon
request, Consultant shall provide County with such other supporting information as County may
request.
4.2 County will not withhold any taxes from monies paid to the Consultant hereunder and
Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes
related to payments made pursuant to the terms of this Agreement
4.3 The funds currently appropriated for this project are equal to or in excess of the contract
amount. Notwithstanding anything to the contrary contained in this Agreement, no charges shall
be made to County nor shall any payment be made to Consultant in excess of the above amounts
for any work done without the written approval of the County in accordance with a budget
adopted by the Board of County Commissioners in accordance with the provisions of the
Colorado Revised Statutes. The parties recognize that the County is a governmental entity and
that all financial obligations beyond the current fiscal year are subject to funds being budgeted
and appropriated
5. Ownership of Documents:
All documents (including electronic files) which are obtained during or prepared in the
performance of the Services shall remain the property of the County and are to be delivered to
County before final payment is made to Consultant or upon earlier termination of this
Agreement.
6. Indemnification:
Within the limits allowed by law, Consultant shall indemnity County for, and hold and defend
the County and its officials, boards, officers, principals and employees harmless from, all costs,
claims and expenses, including reasonable attorney's fees, arising from claims of any nature
whatsoever made by any person in connection with the negligent acts or omissions of, or
presentations by the Consultant in violation of the terms and conditions of this Agreement. This
indemnification shall not apply to claims by third parties against the County to the extent that the
County is liable to such third party for such claim without regard to the involvement of the
Consultant.
7. Consultant's Professional Level of Care:
Consultant shall be responsible for the completeness and accuracy of the Consulting Services,
including all supporting data and other documents prepared or compiled in performance of the
Services, and shall correct, at its sole expense, all significant errors and omissions therein. The
fact that the County has accepted or approved the Consulting Services shall not relieve
Consultant of any of its responsibilities. Consultant shall perform the Consulting Services in a
skillful, professional and competent manner and in accordance with the standard of care, skill
and diligence applicable to consultants, with respect to similar services, in this area at this time.
8. No Assignment:
The parties to this Agreement recognize that the Consulting Services to be provided pursuant to
this Agreement are professional in nature and that in entering into this Agreement County is
relying upon the professional services and reputation of Consultant and its approved
subcontractors. Therefore, neither Consultant nor its subcontractors may assign its interest in
this Agreement or in its subcontract, including the assignment of any rights or delegation of any
obligations provided therein, without the prior written consent of County, which consent County
may withhold in its sole discretion. Except as so provided, this Agreement shall be binding on
and inure to the benefit of the parties hereto, and their respective successors and assigns, and
shall not be deemed to be for the benefit of or enforceable by any third party. Unless specifically
stated to the contrary in any written consent to an assignment, no assignment will release or
discharge the assignor from any duty or responsibility under the Agreement,
9. Notices:
9.1 Any notice and all written communications required under this Agreement shall be given
in writing by personal delivery, facsimile or U.S. Mail to the other party at the following
addresses:
(a) Bruce Baumgartner
Eagle County Manager
500 Broadway
P.O. Box 850
Eagle, CO 81631
(970) 328-8604 (p)
(970) 328-8629 (f)
(b) Peggy Bailey, P.E.,
Tetra Tech, Inc., Project Manager
P.O. Box 1659
Breckenridge, CO 80424
(970) 453-6394 (p)
(970) 453-4579 (f)
9.2 Notices shall be deemed given on the date of delivery; on the date the facsimile is
transmitted and confirmed received or, if transmitted after normal business hours, on the next
business day after transmission, provided that a paper copy is mailed the same date; or three days
after the date of deposit, first class postage prepaid, in an official depository of the U.S. Postal
Service.
10. Jurisdiction and Confidentiality:
10.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado
and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in
the Fifth Judicial District, County of Eagle, State of Colorado.
10.2 The Consultant and County acknowledge that, during the term of this Agreement and in
the course of (he Consultant rendering the Consulting Services, the Consultant may acquire
knowledge of the business operations of County to the point that the general method of doing
business, the pricing of products the lists of customers and other aspects of the business affairs of
County will become generally known and the Consultant shall not disclose, use. publish or
otherwise reveal, either directly or through another, to any person, firm or corporation, any
knowledge, information or facts concerning any of the past or then business operations, pricing
or sales data of County and shall retain all knowledge and information which he has acquired as
the result of this Agreement in trust in a fiduciary capacity for the sole benefit of County, its
successors and assigns during the term of this Agreement and for a period of five (5) years
following the termination of this Agreement.
11. Prohibitions on Public Contract for Services:
11.1 The Consultant shall not knowingly employ or contract with an illegal alien to perform
work under the public contract for services; or enter into a contract with a subcontractor that fails
to certify to the Consultant that the subcontractor shall not knowingly employ or contract with an
illegal alien to perform work under the public contract for services.
11.2 Prior to execution of this agreement, the Consultant has confirmed or has attempted to
confirm, through participation in the Basic Pilot Verification Program, as administered by the
United States Department of Homeland Security, the employment eligibility of all employees
who are newly hired for employment in the United States. If the Consultant was not accepted
into the Basic Pilot Verification Program prior to entering into this contract, the contractor shall
apply to participate in the Program every three months until the contractor is accepted or the
public contract for services has been completed, whichever is earlier. Information on applying
for the Basic Pilot Verification Program can be found at:
bttL)s://www.vi.s-dh.s.coi-n\emploverreyistrati on.
11.3 The Consultant shall not use the Basic Pilot Verification Program procedures to
undertake pre-employment screening of job applicants while the public contract for services is
being performed.
11.4 If the Consultant obtains actual knowledge that a Subcontractor performing work under
the public contract for services knowingly employs or contracts with an illegal alien, the
Consultant shall be required to:
i. Notify the Subcontractor and the County within three days that the Consultant has
actual knowledge that the Subcontractor is employing or contracting with an illegal alien;
and
ii. Terminate the Subcontract with the Subcontractor if within three days of
receiving the notice required pursuant to subparagraph (i) of the paragraph (d) the
Subcontractor does not stop employing or contracting with the illegal alien; except that
the Contractor shall not terminate the contract with the Subcontractor if during such three
days the Subcontractor provides information to establish that the Subcontractor has not
knowingly employed or contracted with an illegal alien.
11.5 The Contractor shall comply with any reasonable request by the Department of Labor and
Employment made in the course of an investigation that the department is undertaking pursuant
to its authority.
11.6 If a Contractor violates these prohibitions, the County may terminate the contract for a
breach of the contract. If the contract is so terminated, the Contractor shall be liable for actual
and consequential damages to the County
12. Miscellaneous:
12.1 This Agreement constitutes the entire Agreement between the parties related to its subject
manor. It supersedes all prior proposals, agreements and understandings.
12.2 This Agreement is personal to the Consultant and may not be assigned by Consultant.
12.3 This Agreement dues not and shall not be deemed to confer upon or grant to any third
party any right enforceable at law or equity arising out of any term, covenant, or condition herein
or the breach thereof
H REMAINDER OF PAGE INTENTIONALLY LEFT BLANK //
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year
first above written.
COUNTY OF EAGLE, STATE OF
COLORADO and through its Board of
Conty Co i s rs
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By:
Arn coni, Chairman
ATTEST:CV
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Teak J. Simonto ca,oer►a°
Clerk to the Board of County Commissioner
TETRA TECH, INC.
By:
Title: S9, h zz.1
Eagle County
Recommended Flow Regimes for the
Colorado River, Upstream of Eagle River
Scope of Work
Exhibit A
September 13, 2007
The purpose of this scope of work is to present proposed project tasks and estimated fees for estimating
flow regimes for the Colorado River in Eagle County, a 40 -mile reach upstream of the confluence with
the Eagle River to the County line. Two general flow conditions are considered: environmental flows to
address aquatic issues and the physical habitat requirements of fisheries, and flow conditions for water
users including recreational uses as well as irrigators and municipal needs. Considered together,
environmental flow and flow conditions for water users will comprise the recommended flow regime.
This work is presented in two Phases. Phase 1 generally entails critical flow estimates for the
recommended flow regime based on available information and a cursory site reconnaissance. Phase 2 will
be a more thorough or detailed analysis of specific reaches and/or specific water uses. Phase 2 is
somewhat dependant on the results of Phase 1 as noted below.
We are proposing to utilize the same project team currently working on the Grand County Stream
Management Plan, which includes Tetra Tech, Inc. (Tt), HabiTech and Walsh Aquatic Consultants, Inc.
Company resumes are appended. Some of the available information we propose to incorporate into this
work will be, or is being generated for Grand County in the Colorado River immediately upstream of the
Grand and Eagle County lines. The Grand County Manager has approved the use of this information.
PHASE 1
Phase 1 includes collecting and evaluating existing information and data, prioritizing stream reaches and
developing an approach for implementing analysis. Specific tasks are as follows:
1.1 Data acquisition and evaluation. The purpose of this task is to obtain, review and evaluate
available data including general information, reports, data collection, surveys, mapping, studies
etc. completed for the study area. The information obtained will be reviewed for completeness,
quality, applicability and whether the data includes information pertinent to the key parameters
and methodology developed in Task 1. Data will be cataloged and copied (paper and/or
electronically) as needed. This task includes inclusion of the work currently being done in Grand
County, on the Colorado River immediately upstream of the Grand/Eagle County line.
1.2 Identify and prioritize critical reaches. On a conceptual basis, this task will attempt to identify
key critical issues, on a reach by reach basis, relative to stream health and flow alterations.
Priorities will be established for identifying the most severely impacted reaches and/or the
reaches most vulnerable to flow alternations Output from this Task will include a listing of
reaches and limiting environmental factor relative to stream health. This task will include a
cursory field reconnaissance.
0 Eagle County, Colorado TETRA TECH, INC.
Recommendation Flow Regimes I
WX
Scope of Work
1.3 Water Users: Flows for water users will be considered in this task. This will include review of
recreational use, and municipal and irrigators water diversion requirements. Flow estimates will
be based on input from the individual operators, gathered through an interviewing process and
review of records and water rights. Detailed modeling for depth and flow estimates is not
anticipated in this task.
1.4 Flow estimates: Based on available data, water use investigation and insights from the field
reconnaissance the project team will estimate critical (minimal) environmental flows and flow
conditions for water users. These flow estimates will be very approximate and used to help guide
the work effort for the second phase of work.
1.5 Document Data Evaluation and Prepare Technical Memorandum and Recommendation: A
technical memorandum will be prepared to summarize the above Tasks. The Project Team will
also prepare recommendations for the development of the next Phase including data collection
needs. Recommendations will also include reach priorities, critical parameters, critical time lines,
etc. The Technical Memorandum will include the following:
1.6 Meetings and Coordination: Throughout this effort we anticipate the following:
• One meeting with Eagle County.
• One working meeting with the Project Team
• Travel and time to acquire existing data.
• Ongoing coordination with the County and NWCOG
PHASE 2
The goal of Phase 2 is to develop scientifically valid solutions for recommended environmental flow
regimes. Under Task 2 all available data relating to stream flows will be reviewed and evaluated;
however, in the event that these data are not be suitable for instream modeling purposes, we propose to
develop a framework to identify optimum environmental stream flows, in terms of frequency and
duration, which are protective of the aquatic environment. Based on our initial Phase 1 data review and
the scope developed for instream flow analysis, we anticipate a comprehensive physical habitat and
stream flow study being undertaken. Preferably some of the data could be collected during the 2007 field
season and finished in 2008. Data from these field studies will be modeled using current physical habitat
modeling techniques such as PHABSIM, River 2D and/or other critical cross-section approaches to
develop an index of various instream conditions, including optimum flow requirements for brown trout
and other aquatic biota. Historic flow records will be analyzed using Indicators of Hydrologic Alteration
(IHA) and flushing flows will be determined from substrate and flow data. All three techniques will be
utilized to determine environmental flows. The following is a presentation of the work effort we
anticipate for Phase 2. This effort, however is dependent on the results of Phase 1 and thus is subject to
modification. A detailed fee estimate for Phase 2 will be developed at the completion of Phase 1.
2.1 Conduct additional analysis for flow recommendations. This phase of work includes the
collection of additional data for modeling PHABSIM. The field effort for the PHABSIM
analyses requires collection of physical habitat, surveying of cross sections and determination of
hydraulic data at three separate flows. In addition to field studies to collect necessary data for
0 Eagle County, Colorado TETRA TECH, INC.
Recommended Flow Regimes 2
Scope of Work
PHABSIM modeling, Nature Conservancy's Indicators of Hydrologic Alteration (IHA) will also
be utilized using existing long term USGS gage records.
Optimum flow regimes will be developed considering the results of the PHABSIM, IHA, and
consideration of other aquatic -related factors. Flushing flow needs at each site will be
investigated using the cross-sectional data, including substrate pebble counts, and appropriate
sediment mobilization and transport models. Flow -temperature relations will also be investigated
using existing data and /or appropriate physical models. We will document results including a
written description of findings, tables, calculations and mapping as required to describe this
analysis.
2.2 Develop Recommendations for Flow Regimes. Based upon the results of Phase 1 and the above
tasks, we will develop and recommend environmental flow regimes for the study reach. Flow
regimes from PHABSIM, will be descriptive of timing and location. From the substrate data
collected and professional judgment, the "flushing flows" will be descriptive of the magnitude,
duration and intensity. Also, from the IHA work (where there are long term gages and records
available) we can see which parameter is most affected in regard to duration, intensity, levels,
etc. By putting all the data together and with professional judgment, optimal instream flows will
be recommended by time of year for various species by life stages, magnitude of the limbs of
hydrograph (climbing and receding), the duration, etc to best meet the needs of species of interest
and/or provide better environmental flows, in trying to mimic historical hydrographs.
This task will also incorporate existing information on temperature and water quality utilizing
data identified in Phase 1. Data will be reviewed and compared with current state standards, and
biological limitations of the fish species of concern. In addition we will also integrate
information on other limiting factors such as water quality, fish passage, and angler use,
recreational boating and municipal water demands.
2.3 Reports and Deliverables (Streamflow Management Plan). Activities performed under this
SOW will be documented into a working draft to present critical (minimal) and preferred flow
regimes for the project reach. Maps, tables, figures (i.e. photos or graphs), plates (i.e. GIS
mapping and/or CAD drawings), and attachments prepared in previous tasks will be compiled and
included as appropriate. Draft and final copies of reports shall be submitted. Mapping will be
prepared using USGS topographic mapping at 1:24000 and 40 foot contour intervals.
2.4 Meetings In addition to the meetings described in Phase 1, the project team will be available, as
needed, to attend other meetings to discuss and review project progress. For the purpose of this
proposal, two meetings are included to be held at the County offices in Eagle. Fee estimate
assumes each meeting will require one day and include costs for travel and lodging.
Note that this scope of work does not include services to perform stream assessments (biological and
morphological) and analysis for restoration opportunities nor is there time for consideration of operational
regimes changes to adjust or optimize flow conditions. These tasks have not been included because at
this time it is not clear if they would be required for addressing critical reaches and flow conditions.
However, these tasks can be added at any time during the execution of Phases 1 and 2.
0 Eagle County, Colorado TETRA TECH, INC.
Recommended Flow Regimes 3
Scope of Work
COST ESTIMATE
A detailed cost estimate is presented in the attached fee proposal for Phase 1 only. Individual tasks are for
budgeting purposes only. Fees for services shall be based on the overall project budget, i.e., a "Not to
Exceed" amount, not on individual task budgets. Meeting and Coordination tasks are estimates only.
Actual time required will be invoiced. Actual Costs for prints, plans, mileage, etc. will be invoiced on a
cost plus 10% basis.
QUALIFICATION OF SERVICES
This section presents specific work items that are not part of the proposed Scope of Work. Performance
of these tasks could be executed at the request of the County. Additional services will be invoiced on an
hourly basis in conjunction with our 2007 Fee Schedule (attached).
1) Stream assessments and restoration design
2) Wetland delineations and mitigation design,
3) Permitting
4) Floodplain mapping
5) Detailed hydraulic analyses
6) Public meetings
7) Groundwater drainage analysis
8) Coordinating with public and private sector, including securing right to access property for execution
of work
SCHEDULE
A proposed schedule is presented below.
1. Field reconnaissance: Sept 20 and 21, 2007.
2. River transect surveys will be completed as soon as the flows in the Colorado drop to about 800
cfs or less. Currently flows are at 1300 cfs, mainly from releases out of Green Mountain
reservoir.
3. Diversions and recreational uses will be researched in October.
4. Environmental flow analysis will be October and November.
5. Draft memorandum in December; final to follow.
Note that this work, sequencing and fee proposal are dependent on having data from outside sources
(agencies and other consultants), over which we (Project Team) have no authority. Therefore we can not
assure or guarantee acquisition of the required data, nor can we assure or guarantee the data will be
available in the time frame required to execute the scope as presented.
0 Eagle County, Colorado TETRA TECH, INC.
Recommended Flow Regimes 4
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