Agenda packet — City Council and Authorities Concurrent, August 22, 2023 (part 3 of 8)

G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

H. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.

Upon City’s request, Contractor shall submit to City copies of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be e-mailed to [email protected]:

Or by mail to:

EBIX Inc.

City of Santa Clara – Water & Sewer Utilities Department P.O. Box 100085 – S2
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Design Professional Agreement with BKF Engineers/Exhibit C-Insurance Page 36 of 42 Rev. 09-28-18
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Design Professional Agreement with BKF Engineers/Exhibit D-Labor Compliance Page 37 of 42 Rev. 09-28-18

EXHIBIT D

LABOR COMPLIANCE ADDENDUM
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

A. Prevailing Wage Requirements

1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk’s office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.

2. Specifically, contractors are reminded of the need for compliance with Labor Code Section 1774-1775 (the payment of prevailing wages and documentation of such), Section 1776 (the keeping and submission of accurate certified payrolls) and 1777.5 in the employment of apprentices on public works projects. Further, overtime must be paid for work in excess of 8 hours per day or 40 hours per week pursuant to Labor Code Section 1811-1813.

3. Special prevailing wage rates generally apply to work performed on weekends, holidays and for certain shift work. Depending on the location of the project and the amount of travel incurred by workers on the project, certain travel and subsistence payments may also be required.

Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov.

4. Only bona fide apprentices actively enrolled in a California Division of Apprenticeship Standards approved program may be employed on the project as an apprentice and receive the applicable apprenticeship prevailing wage rates. Apprentices who are not properly supervised and employed in the appropriate ratio shall be paid the full journeyman wages for the classification of work performed.

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified Design Professional Agreement with BKF Engineers/Exhibit D-Labor Compliance Page 38 of 42 Rev. 09-28-18
payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

6. In addition to submitting the certified payrolls and related documentation to City, Contractor and all subcontractors shall be required to submit certified payroll and related documents electronically to the California Department of Industrial Relations. Failure to submit payrolls to the DIR when mandated by the project parameters shall also result in the withholding of progress, retention and/or final payment.

7. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered “public works contractor” with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a “public works contractor”. Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

10. Should any contractor or subcontractors not be a registered public works contractor and perform work on the project, Contractor agrees to fully indemnify the City for any fines assessed by the California Department of Industrial Relations against the City for such violation, including all staff costs and attorney’s fee relating to such fine.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is Design Professional Agreement with BKF Engineers/Exhibit D-Labor Compliance Page 39 of 42 Rev. 09-28-18
practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.

C. Enforcement

1. City shall withhold any portion of a payment; including the entire payment amount, until certified payroll forms and related documentation are properly submitted, reviewed and found to be in full compliance. In the event that certified payroll forms do not comply with the requirements of Labor Code Section 1720 et seq., City may continue to hold sufficient funds to cover estimated wages and penalties under the Agreement.

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor’s failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Addendum.

City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements.

These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

Design Professional Agreement with BKF Engineers/Exhibit E – Sample Work Order Page 40 of 42 Rev. 09-28-18

EXHIBIT E

SAMPLE WORK ORDER FORM
This Work Order is issued by the City of Santa Clara acting by and through its Sewer & Water Utilities Department (the “Department”) to the contractor listed below. This Work Order shall constitute a binding legal contract between the Department and Contractor pursuant to the terms of the Agreement referenced below. In the event of any inconsistency between this Work Order and the Terms and Conditions of the Agreement, the Terms and Conditions of the Agreement shall govern and control.

PART A: GENERAL INFORMATION
Work Order No.: Original
First Revised
Second Revised
Other Contract No.

Contractor Name/Address:

Master Agreement Name:

Expiration Date of Agreement:

Contractor’s Project Manager:

Name: Email:

City’s Project Manager
Name: Email:

Period of Performance for this
Work Order:

Start Date: Expected Completion Date:

Maximum Work Order Compensation:

Sufficient funds are available in Fund #:
(to be completed by City)
Signatures:

Contractor Name [Print]:

Signature
Date:

City’s Project Manager [Print]:

Signature
Date:

City’s Department Director Name [Print]:

Signature
Date:
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Design Professional Agreement with BKF Engineers/Exhibit E – Sample Work Order Page 41 of 42 Rev. 09-28-18
PART B: SERVICES TO BE PERFORMED FOR WORK ORDER

1. REVISED WORK ORDER
No
If yes, provide a brief description of the change(s).

2. SCOPE OF WORK TO BE PERFORMED
The Contractor shall perform the service(s) described below in accordance with all of the Terms and Conditions of the Agreement. (Insert a detailed scope of work below or attach as a separate file.)

3. COMPENSATION
a. Basis of Compensation: Time & Materials Fixed Fee
b. Reimbursable Expenses:

No expenses are reimbursable.

Expenses are separately reimbursable in the maximum amount of:
c. Payment Schedule: Monthly Completion of Deliverable/Milestone Completion of Work d. Payment Terms. Provide payment terms below or attach as a separate file. □
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Design Professional Agreement with BKF Engineers/Exhibit F - Ranking Page 42 of 42 Rev. 09-28-18

EXHIBIT F

RANKING OF DESIGN SERVICES AGREEMENTS
Rank Firm
1 BKF Engineers
2 Bellecci & Associates
3 Mott MacDonald Group, Inc.

Design Professional Agreement with Bellecci & Associates Page 1 of 43 Rev. 09-28-18
EBIX Insurance No. S200004113

MASTER AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
BELLECCI & ASSOCIATES, INC.

FOR ON-CALL DESIGN SERVICES FOR POTABLE WATER AND RECYCLED

WATER TRANSMISSION AND DISTRIBUTION SYSTEMS AND SANITARY SEWER

COLLECTION SYSTEMS

PREAMBLE
This Agreement is entered into as of the City’s execution date (Effective Date) between the City of Santa Clara, California, a chartered California municipal corporation (City) and Bellecci & Associates, Inc., a California corporation (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
A. City desires to secure the design professional services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”; B. “Design professional” includes licensed architects, licensed landscape architects, registered professional engineers and licensed professional land surveyors; C. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
D. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

1. AGREEMENT DOCUMENTS
The documents forming the entire Agreement between City and Contractor shall consist of these Terms and Conditions and the following Exhibits, which are hereby incorporated into this Agreement by this reference:

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
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Exhibit D – Labor Compliance Addendum
Exhibit E – Sample Work Order Form
Exhibit F – Ranking of Design Services Agreements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on the Effective Date and terminate on July 31, 2028.

B. Contractor acknowledges that Contractor is one of three firms selected to provide On-Call Design Services for Potable Water and Recycled Water Transmission and Distribution Systems and Sanitary Sewer Collection Systems, pursuant to three separate agreements (collectively, the “Design Services Agreements”). Subject to the terms and conditions of this Agreement, Contractor and City will negotiate the specific requirements of each Work Order, starting with the highest ranked firm under contract, as listed in Exhibit F. If negotiations for the individual project or work cannot be reached with the highest ranked firm, the City will terminate negotiations and begin negotiations with the next highest ranked firm under contract.

C. The City will not compensate the Contractor for any Work until the City has executed the Work Order for such Work (“Approved Work Order”).

Design Professional Agreement with Bellecci & Associates Page 3 of 43 Rev. 09-28-18
D. Each Approved Work Order incorporates the Terms and Conditions of this Agreement, and becomes a part of this Agreement. An Approved Work Order must be consistent with – and cannot alter - the terms and conditions of this Agreement. The terms and conditions of this Agreement control over the terms and conditions contained in an Approved Work Order – even if the Approved Work Order expressly states that it is intended to control. Any conflicting terms and conditions in an Approved Work Order are invalid and unenforceable.

E. The City has no obligation to issue any Approved Work Orders under this Agreement.

F. All reports, costs estimates, plans and other documentation which may be submitted or furnished by Contractor shall be approved and signed by an appropriate qualified licensed professional in the State of California.

G. The title sheet for specifications and reports, and each sheet of plans, shall bear the professional seal, certificate number, registration classification, expiration date of certificate and signature of the design professional responsible for their preparation.

4. WARRANTY
Contractor expressly warrants that all materials and services covered by this Agreement shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.

5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the skill and experience in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor’s representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a design professional in the same discipline in the State of California.

6. CONFLICT OF INTEREST (FORM 700)
In accordance with the California Political Reform Act (Government Code section 81000 et seq.) and the City’s Conflict of Interest Code, Contractor shall cause each person who will be principally responsible for providing the service and Design Professional Agreement with Bellecci & Associates Page 4 of 43 Rev. 09-28-18
deliverables under this Agreement as having to file a Form 700 to do each of the following:

A. Complete and file the Form 700 no later than thirty (30) calendar days after the date the person begins performing services under the Agreement and all subsequent Form 700s in conformance with the requirements specified in the California Political Reform Act; and
B. File the Form 700 with the City’s Clerk Office.

7. COMPENSATION AND PAYMENT
There is a maximum compensation for this Agreement and a separate maximum compensation for each Approved Work Order.

A. Maximum Total Compensation – Agreement: The aggregate maximum compensation of the Design Services Agreements is Three Million Dollars ($3,000,000), subject to budget appropriations.

B. Maximum Compensation – Work Order: Each Approved Work Order will specify the maximum amount payable to the Contractor in accordance with Exhibit B, entitled “Schedule of Fees,” for all expenses, supplies, materials and equipment related to the Contractor providing the Work (“Maximum Work Order Compensation”). Contractor shall fully complete all Work required by the Approved Work Order for no more than that Maximum Work Order Compensation. City shall only be liable for charges expressly authorized in an Approved Work Order.

8. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days’ prior written notice to Contractor.

B. Termination for Default. If Contractor fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, City may terminate this Agreement immediately upon written notice to Contractor.

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.

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9. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.

Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.

10. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

11. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.

12. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

13. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

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14. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Contractor’s Services hereunder.

15. HOLD HARMLESS/INDEMNIFICATION
To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, to the extent arising out of, pertaining to, or related to the negligence, recklessness, or willful misconduct of the Contractor, its employees, subcontractors, or agents in the performance, or non-performance, of Services under this Agreement.

16. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.

17. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

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18. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Santa Clara
Attention: Water & Sewer Utilities Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected] and [email protected] And to Contractor addressed as follows:

Bellecci & Associates, Inc.

Attention: Daniel Leary
7077 Koll Center Parkway, Suite 210
Pleasanton, CA 94566
[email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

19. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Contractor’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

20. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Design Professional Agreement with Bellecci & Associates Page 8 of 43 Rev. 09-28-18
following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

21. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

22. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

23. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.

24. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.

25. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.

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26. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”
BELLECCI & ASSOCIATES, INC.
a California corporation
Dated:

By (Signature):

Name: Daniel Leary, Bellecci & Associates
Title: Principal
Principal Place of
Business Address:
2290 Diamond Boulevard, Suite 100
Concord, CA 94520
Email Address: [email protected]
Telephone: (925) 681-4885
Fax: (925) 685-4838
“CONTRACTOR”
Design Professional Agreement with Bellecci & Associates/Exhibit A-Scope of Services Page 10 of 43 Rev. 09-28-18

EXHIBIT A

SCOPE OF SERVICES

1. INTRODUCTION

1.1. Contractor shall provide engineering services for the design of utility systems and facilities and preparation of construction documents for public bid as required by the City’s Water & Sewer Utilities Department.

1.2. To the extent not inconsistent with this Agreement between the City and Contractor including this Scope of Services, the City’s SOQ 22-23-53 (including subsequent updates), Contractor’s proposal response dated December 20, 2022, and Contractor’ oral presentation materials dated January 25, 2023 are hereby incorporated by reference herein, and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement.

2. GENERAL REQUIREMENTS

2.1. Contractor shall perform all design work in accordance with the latest City Standard Plans and Specifications, Design Criteria, Rules and Regulations (as applicable to the work), and other applicable codes and standards recommended by Contractor.

2.2. Contractor shall perform thorough site investigations to ascertain existing conditions including utilities, services and appurtenances (e.g., utility trenches, valves, services, meters, backflows, FHs, utility vaults, manholes, structures, pipelines, etc.)

2.3. Contractor shall review all as built and utility block book information (as available) to understand history of previous construction and existing improvements.

2.4. Contractor shall develop design options/alternatives for installation or replacement of utility infrastructure that minimizes depth of utility, utility conflicts, Division of Drinking Water waivers, the number of non-isolated tie-ins and shutdowns, and construction change orders.

2.5. Contractor shall develop plans, specifications, construction estimates, and project schedules and budgets at 30%, 65%, 100%, and bid document levels of completion.

2.6. Contractor shall obtain all permit approvals needed to perform the work.

2.7. Contractor shall provide a memo that:

2.7.1. describes the scope of the project, engineer’s estimate, project budget' and project schedule.

2.7.2. includes a material list for procurement.

2.7.3. includes a tie-in plan that outlines the location of all tie-ins, isolation valves utilized, disinfection procedures, directional flushing, and sampling locations needed to complete the project.

2.7.4. includes a copy of the public notification and website update.

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2.8. Contractor shall submit a draft memo at 65% submittal and the final memo.

2.9. Contractor shall provide support to the City during the bid and award phase, construction phase, and post-construction phase of each project.

2.10. Contractor shall provide final as-built record drawings post construction and a geographic information system (GIS) shape file showing the surveyed location of new utility infrastructure and appurtenances.

2.11. Contractor shall make weekly visits to construction sites to take pictures and track progress. Contractor shall provide to the City weekly updates on all projects under design and in construction.

3. E-BUILDER PROJECT MANAGEMENT REQUIREMENTS
The City is currently using the e-Builder software platform for project management of City projects, and the Contractor will be required to utilize the program for the project(s) and construction contract(s) administered under this Agreement. Requirements associated with eBuilder are included in Appendix A1.

4. PROJECT MANAGEMENT

4.1. Contractor shall be responsible for managing the project design schedule and budget. In addition, Contractor shall attend monthly progress meetings and prepare action item logs for subsequent follow-up. Contractor shall maintain frequent and timely communication with City staff throughout the duration of the project. Schedule updates shall be provided at all progress meetings.

4.2. Contractor shall ensure quality assurance/quality control over work product prepared for the City. A statement of peer review will be required for overall constructability, coordination, and reasonable reduction in errors and omissions.

4.3. Contractor shall perform all engineering and project management related work necessary to prepare plans and specifications suitable for Public Worksbidding.

5. PLANS AND SPECIFICATIONS

5.1. Contractor shall develop plans and specifications that provide sufficient detail to result in a good quality product while allowing competitive pricing. Plans for all projects must:

5.1.1. Show and label the topographic information, material, size, age, location and design of all existing facilities, including pipelines, valves, appurtenances, services, fire hydrants, blow-offs, air relief valves, wet utilities, dry utilities and communication lines.

5.1.2. Have detailed site plans that show roadways, curbs, gutters, sidewalks, driveways, building outlines, landscape areas, existing and proposed utilities, the limits of the City right-of-way (ROW), and easements.

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5.1.3. Show and label all proposed utilities and improvements in plan view and in profile view, including the cover above all proposed utilities, all separations between utilities and all crossings of proposed utilities.

5.1.4. Include plan and profile drawings along with elevations that show and label all existing and proposed improvements, cover above utilities and separations at all crossings.

5.1.5. Include calculations when needed for the specific project.

5.2. An appropriate Professional Engineer’s (PE’s) stamp and signature is required on all drawings that will be included in the bid sets. The design must be approved and stamped by a licensed Civil Engineer.

5.3. For City force work, Contractor shall supply any plans needed for permitting such as traffic control plans.

6. FIELD INVESTIGATIONS

6.1. Contractor shall perform adequate field investigations to confirm existing conditions including verifying public and private utility facilities during the design process.

6.2. Contractor shall coordinate with City to obtain as-built drawings.

6.3. Contractor shall be responsible for underground locating and potholing for the designs.

6.4. Contractor shall provide surveying services during the design process.

6.5. Contractor shall provide soil testing services as required.

6.6. Contractor is responsible for leaving sites in a safe, clean and orderly manner after the field visits and at all times. If a site is found to be in an unsafe or disorderly condition at any time, City will notify Contractor, and Contractor shall immediately correct the condition. If Contractor is unable to make the site safe and orderly, City will make the necessary corrections and charge Contractor. If Contractor makes the corrections, Contractor will be charged for City’s time to investigate and stand-by. If a customer files a complaint and City responds and finds that the site is acceptable per City work practices, then Contractor will not be charged for City’s time.

6.7. Contractor shall be responsible for obtaining any necessary encroachment permits when performing field investigations such as potholing or soil sampling. Contractor shall be responsible for leaving the worksite(s) in compliance with the encroachment or traffic permit. In areas outside the public right of way or where other permits do not specifically dictate, Contractor shall leave the worksite(s) in a safe, clean and orderly manner. Contractor shall cover and secure all excavations with barriers and flashing lights (or reflectors) set up to warn the public of the hazard.

7. DELIVERABLES
Contractor shall submit hardcopies and digital copies (PDF and native format) of all documents, including but not limited to the following:

Design Professional Agreement with Bellecci & Associates/Exhibit A-Scope of Services Page 13 of 43 Rev. 09-28-18

7.1. 30% Design Plans

7.1.1. 30% Design Submittal Package (plans, specifications, engineer’s cost estimate, and project construction schedule).

7.1.2. 30% review meeting agenda and meeting minutes.

7.2. 65% Design Plans

7.2.1. 65% Design Submittal Package (which includes plans, specifications, engineer’s cost estimate, and project construction schedule).

7.2.2. Written response to comments on the 30% Design Submittal Package.

Response shall include all previous comments.

7.2.3. 65% review meeting agenda and meeting minutes.

7.2.4. Draft Project memo that includes the scope of the project, the engineer’s estimate, the project budget and the project schedule, a material list for procurement, a tie-in plan that outlines the location of all tie-ins, the isolation valves utilized, disinfection procedures, directional flushing, and sampling locations needed to complete the project, and a copy of the public notification and website update.

7.3. 100% Design Plans

7.3.1. 100% Design Submittal Package (which includes plans, specifications, engineer’s cost estimate, and project bid and construction schedule).

7.3.2. Final Project memo that includes the scope of the project, the engineer’s estimate, the project budget and the project schedule, a material list for procurement, a tie-in plan that outlines the location of all tie-ins, the isolation valves utilized, disinfection procedures, directional flushing, and sampling locations needed to complete the project, and a copy of the public notification and website update.

7.3.3. Written response to City comments on the 65% Design Submittal Package.

Response shall include all previous comments.

7.3.4. 100% review meeting agenda and meeting minutes.

7.3.5. List of potential bidders in Microsoft Excel format, including the company’s name, email address, contact number, and address of business.

7.4. Easement and Permitting Packages

7.4.1. Application packages with all necessary supporting documentation.

7.4.2. Final permits and easements.

7.5. Bid Package

7.5.1. Bid Set of full sized (size D) plans, stamped and signed on each sheet by the Engineer of Record and by discipline.

7.5.2. Written response to City comments on the 100% Design Submittal Package. Response shall include all previous comments.

Design Professional Agreement with Bellecci & Associates/Exhibit A-Scope of Services Page 14 of 43 Rev. 09-28-18

7.6. Bidding Support

7.6.1. Written clarifications and response to prospective bidders, if needed.

7.6.2. Addenda to the bid documents, if needed.

7.6.3. Written recommendation for award of contract, if needed.

7.6.4. Conformed construction documents, if needed.

7.7. Construction Support

7.7.1. Shop drawing and submittal comments.

7.7.2. Request for Information (RFI) responses.

7.7.3. Site visit memoranda, as required.

7.7.4. Drawings and specifications for supplementing, clarifying, and/or correcting the contract documents and for design related change orders.

7.7.5. Change orders, as required.

7.8. Record Drawings and Final Punch List

7.8.1. Final punch list input and written recommendations for substantial and/or final completion.

7.8.2. Record drawings on a CD using AutoCAD, and one set electronic copy in PDF format.

7.8.3. CD containing PDF copies of all submittals received during construction phase.

8. 30% DESIGN PLANS
For the 30% Design Submittal Package, Contractor shall:

8.1. Follow the guidelines of the most current City Design Criteria and Standard Details (Submit three (3), ANSI Size D, hard copies).

8.2. Provide a cover sheet and plan sheet with base mapping and preliminary details.

Plans shall show all existing topographic roadway and utility information and preliminary alignment of proposed utilities.

8.3. Prepare base maps for use in exhibits and contract drawings. Base maps shall be prepared in AutoCAD format for use and shall be used in subsequent design and construction document preparation. The City’s preferred base drawing format is ANSI size “D” sized sheets at a legible scale.

8.4. Provide cut sheets for proposed equipment.

8.5. Document outreach with utility companies.

8.6. Update project schedule and a probable project construction schedule.

8.7. Provide 30% engineer’s estimate.

Design Professional Agreement with Bellecci & Associates/Exhibit A-Scope of Services Page 15 of 43 Rev. 09-28-18

8.8. Prepare a brief memorandum of determination of the project’s California Environmental Quality Act (CEQA) needs including statement if the project is exempt. If a Negative Declaration or Environmental Impact report is required, the preparation of said document shall be added to the Contractor’s scope of work for the project.

8.9. Create a table of contents list for technical specifications.

9. 65% DESIGN PLANS

9.1. Contractor shall perform engineering and design activities to develop a 65% level of completion construction documents and plans. A 65% level of completion is considered as plans, specifications, and estimate submittal that are generally complete including all major work items and necessary details that are sufficient to allow thorough and complete review by City. Review of the 65% submittal will identify and raise potential issues for resolution in subsequent submittals.

9.2. The 65% Design Submittal Package shall follow the guidelines of the most current City Design Criteria and Standard Details and shall include plans, specifications, engineer’s cost estimate, and probable project construction schedule, in accordance with the following:

9.2.1. 65% specifications

9.2.2. Technical specifications

9.2.3. Special provisions, with recommended changes in track changes format.

The special provisions shall also include the following:

9.2.3.1. Bid item descriptions and measurement and payment provisions.

9.2.3.2. A list of minimum required submittals during construction.

9.2.3.3. A table listing all inspections (including any special inspections and materials testing) and associated responsibility.

9.2.4. A table list of materials identifying the following:

9.2.4.1. Long lead-time materials (materials with a delivery time equal to or greater than two (2) months).

9.2.4.2. Any items requiring warranties, and associated warranty periods.

9.3. 65% project schedule update with probable project construction schedule.

9.4. 65% construction cost estimate in the form of the bid schedule.

9.5. Resolution of utility conflicts or a timeline for resolution of issues.

9.6. CEQA exemption documentation, if required, suitable for filing at the Santa Clara County Recorder’s Office.

9.7. Responses to the City’s review comments on the 30% Design Submittal Package, along with return of mark-ups.

Design Professional Agreement with Bellecci & Associates/Exhibit A-Scope of Services Page 16 of 43 Rev. 09-28-18

9.8. Draft Project memo that includes the scope of the project, the engineer’s estimate, the project budget and the project schedule, a material list for procurement, a tie-in plan that outlines the location of all tie-ins, the isolation valves utilized, disinfection procedures, directional flushing, and sampling locations needed to complete the project, and a copy of the public notification and website update.

9.9. Other supporting documentation as necessary for the specific project (e.g., Storm Water Pollution Prevention Plan, documentation of starting permits necessary for the consultant, calculations or reports, list of information available to bidders, etc.).

10. 100% SUBMITTAL
For the 100% Design Submittal Package, Contractor shall:

10.1. Address all issues, prior comments, and concerns in this submittal. Contractor shall submit three (3) ANSI size “D” hardcopies.

10.2. Finalize the plans, specifications, engineer’s cost estimate, and construction schedule based on the comments from City. All outstanding comments and issues from previous submittals shall be incorporated into the 100% Construction Document Package. The 100% Bid Set documents shall be considered as complete with no future revisions planned nor deemed necessary.

10.3. Submit 100% Construction Document Package (includes final plans, special provisions, technical specifications, and engineer’s cost estimate). Hard copy shall be printed single-sided only.

10.4. Conduct a quality control (QC) review of the submittal in accordance with Contractor’s Quality Assurance/Quality Control (QA/QC) program.

10.5. Perform a peer review with a certification statement and signature on the cover sheet. The professional shall sign, date and seal the following Certification of Peer Review on a letterhead document with the transmittal of the final plans and specifications:
“The undersigned hereby certifies that a professional peer review of these plans and the required designs was conducted by me, a professional engineer with expertise and experience in the appropriate fields of engineering equal to or greater than the Engineer of Record, and that appropriate corrections have been made.”

10.6. Review previous projects of agencies near the City and prepare a list of potential bidders for the project.

10.7. Review bid instructions.

10.8. Update project schedule.

10.9. Prepare a Final Project memo that includes the scope of the project, the engineer’s estimate, the project budget and the project schedule, a material list for procurement, a tie-in plan that outlines the location of all tie-ins, the isolation valves utilized, Design Professional Agreement with Bellecci & Associates/Exhibit A-Scope of Services Page 17 of 43 Rev. 09-28-18
disinfection procedures, directional flushing, and sampling locations needed to complete the project, and a copy of the public notification and website update.

11. BID PACKAGE
For the Bid Package, Contractor shall:

11.1. Submit two (2) hard copies of full sized (ANSI size D) plans, stamped, dated and signed on each sheet by the Engineer of Record and by discipline for City’s approval signatures.

11.2. Submit one (1) hard copy of the technical specifications, printed single-sided only, with cover sheet stamped, dated, and signed by all necessary disciplines.

11.3. Incorporate all City’s final comments and redlines from the 100% Design Submittal Package.

11.4. Submit copies and digital format (PDF and native format) of each document.

11.5. Provide final construction cost estimate.

11.6. Update project schedule.

12. BIDDING SERVICES

12.1. Contractor shall attend pre-bid meetings, respond to all bidder’s requests for information (RFIs), support the City’s coordination efforts to inform plan-holders of significant responses to RFIs, and prepare addenda, as necessary.

12.2. Contractor shall assist City in bid evaluations and preparation of recommendation letter toward the contract, if needed.

12.3. Contractor shall prepare a conformed set of documents that incorporate any addenda into the documents.

13. CONSTRUCTION SUPPORT

13.1. City will have primary responsibility for construction management and inspection.

Contractor’s point of contact will be the City’s project manager, not the construction contractor.

13.2. Contractor shall at a minimum provide or perform the following:

13.2.1. Attend and prepare information for an internal handoff meeting from the Contractor’s design team to the City’s project management team.

13.2.2. Address possible construction pitfalls and items to be aware of (such as special working hours, shortened timelines for submittal reviews, etc.)

13.2.3. Attend pre-construction meetings.

13.2.4. Participate in the final inspection and development of punch lists.

Design Professional Agreement with Bellecci & Associates/Exhibit A-Scope of Services Page 18 of 43 Rev. 09-28-18

13.2.5. Respond to RFIs, which includes clarifying or providing revisions or additional detail where necessary on the plans and specifications.

Response to RFIs shall be timely in order to avoid construction delays and claims.

13.2.6. Review and respond to all submittals within the period allocated in the contract documents and as necessary to avoid construction delays and claims

13.2.7. Review any proposed substitutions for conformance to plans and technical specifications

13.2.8. Provide revised drawings as required to reflect changes.

13.2.9. Coordinate with relevant parties to respond to design related field inquires during construction.

14. PERMIT AND EASEMENT PACKAGES

14.1. Contractor shall research permit requirements of the City and of any other agencies, whose jurisdiction the project falls under, and prepare the permits for submittals. The permits may include but are not limited to traffic control, encroachment permits, and access agreements.

14.2. Contractor shall be responsible for obtaining required permits, to be issued to City, necessary to bid and construct the project. City will pay permit fees either at submittal or through a pass-through item on Contractor’s invoice.

14.3. Contractor shall provide each permitting agency with a project description including the appropriate project plans along with the permitting applications and any necessary supporting documentation.

14.4. Contractor shall submit the permitting package to City for signature and Contractor shall submit to the permitting agencies.

14.5. Contractor shall respond in writing to all questions and comments raised by the permitting agencies. Copies of comments and/or questions received and draft responses shall be submitted to City for approval prior to submittal to the agencies.

14.6. Final permit requirements shall be incorporated into the project’s contract documents.

14.7. The following is a list of potential permits that may be required for the project. If additional permits are required or if additional agencies are identified otherthan those on the list below, they shall be considered included as part of the base scope of services and not as additional services.

14.7.1. Santa Clara County Department of Roads and Airports (Encroachment Permit)

14.7.2. Valley Transportation Authority (Encroachment Permit)

14.7.3. City of Santa Clara (Encroachment Permit)

14.7.4. City of San Jose (Encroachment Permit)
Design Professional Agreement with Bellecci & Associates/Exhibit A-Scope of Services Page 19 of 43 Rev. 09-28-18

14.7.5. Caltrans (Encroachment Permit)

14.8. For permits that are required to be obtained by the City’s construction contractor after contract award, Contractor shall coordinate and make necessary arrangements with the permitting agency during design to ensure the project will be permitted when City’s construction contractor applies for the permit.

14.9. Contractor shall submit permits at the appropriate time and within the project schedule to ensure permits are issued and incorporated into the construction documents prior to bid.

15. EASEMENT DRAWINGS/ DOCUMENTS
Contractor shall prepare easement documents, legal descriptions, and exhibits. Contractor shall coordinate with City to complete the easement acquisition process including getting signatures from owner, etc.

16. DELIVERABLE REVIEW AND COMMENTS

16.1. City will circulate the 30%, 65% and 100% Design Submittal Packages to internal City departments for comments.

16.2. Contractor shall be responsible for submitting the packages to external stakeholders if required.

16.3. Contractor shall prepare written responses to all comments received. All redlined drawings shall be returned with Contractor’s response on the redlined drawings.

Contractor shall be responsible for resolving comments from each commenter and shall identify to City any comments that cannot be resolved. Contractor shall conduct a review meeting with City to discuss comments and gain concurrence as to how the drawings shall be revised as appropriate to incorporate City’s comments. The review meeting will be held at City’s designated location. The review shall encompass but not be limited to the following areas:

16.3.1. Conformance to approved formats, criteria, specifications, & professional standards of practice.

16.3.2. Adequacy, clarity, and ease of interpretation.

16.3.3. Constructability.

16.3.4. Compatibility of design discipline interfaces.

16.3.5. Errors and discrepancies.

16.3.6. Coordination with related designs and project elements.

16.3.7. Integration of design disciplines.

16.3.8. Incorporation of design changes.

16.3.9. Conformance to required environmental mitigation.

Design Professional Agreement with Bellecci & Associates/Exhibit A-Scope of Services Page 20 of 43 Rev. 09-28-18

17. RECORD DRAWINGS AND PROJECT CLOSE OUT

17.1. Upon request by City and in accordance with any bid documents, Contractor shall assist City in determining if the project is ready for the stage of completion requested by the construction contractor (substantial or final completion).

17.2. Contractor shall attend the final walkthrough to provide input to the final “punch list” and help determine if the work is ready for City acceptance. Contractor shall provide City with a written recommendation based on its determination of completion.

17.3. At final completion of each project, Contractor shall provide City with one (1) set of reproducible record drawings and digital copies of said drawings that reflects the changes to the work during construction based upon marked-up prints, drawings, and other data furnished by the construction contractor, City, and other consultants.

If Contractor adds additional sheets to the plans, these shall be properly numbered, properly referenced on other affected drawings, and included in the drawing sheet index.

17.4. Contractor shall provide a complete set of the record drawings and all X-ref files “bound,” including other associated fonts, plot style files on AutoCAD, including electronic copies in PDF format. Contractor may, at its own expense, prepare and retain a copy of each drawing for its permanent file.

17.5. Contractor shall participate in a “lessons learned meeting” with all parties at the end of each project.

18. SCHEDULE
A typical project shall contain at least the following milestones along with thedelivery dates for the items in the Deliverables section.

18.1. City will issue a job package to Contractor.

18.2. Upon receipt of a job package, Contractor shall review the job particulars and respond within two (2) weeks with an estimated cost and schedule for City approval.

The schedule shall include any deadlines set by City. As a baseline, a job of normal complexity and size is expected to be done within three (3) months.

18.3. Upon City’s acceptance of the estimate and schedule, Contractor shall contact City to schedule a meeting for the initial project review and identify any information that City can provide which was not included in the initial packet that will be required to complete the project.

18.4. Contractor shall schedule a field visit to the site.

18.5. Contractor shall allow sufficient time in the schedule to ensure that each design drawing submittal is thoroughly reviewed and approved by City.

Design Professional Agreement with Bellecci & Associates/Exhibit A-Scope of Services Page 21 of 43 Rev. 09-28-18

18.7. A typical project for City force work (2,500 lf – 3,000 lf water main installation or replacement project) shall follow the following milestones:

Timeline Description
4 weeks Notice to Proceed to 100% construction documents 2 weeks Site Investigation if not already performed
1 week Turn around for resubmittal of plan check reviews for permits

19. SHUTDOWNS, TIE-IN, FLUSHING, SAMPLING
During the design phase, Contractor shall coordinate with City to identify and sequence tie-ins and shutdowns that would be required to complete the project.

20. MATERIALS AND EQUIPMENT
Contractor shall be responsible for providing all equipment required to complete the assigned work.

Design Professional Agreement with Bellecci & Associates/Exhibit A-Scope of Services Page 22 of 43 Rev. 09-28-18
APPENDIX A1 TO EXHIBIT A
CITY’S PROJECT MANAGEMENT SOFTWARE E-BUILDER
General Requirements:
a. Contractor and Subcontractors shall provide at a minimum, the following to its staff:
i. Computer: Minimum Intel Pentium® 4 Processor 2.4 GHz or equivalent processor with 512MB of RAM; recommended Centrino Duo® Processors 1.6 GHz or equivalent with 2GB of RAM, or higher.
ii. Computer Operation System: Windows XP, Windows Vista, or Windows 7 iii. Web Browser: Microsoft Internet Explorer 9
iv. Work and Spreadsheet Processors: Microsoft Office Word, Excel and Outlook v. Scheduling Software: Microsoft Project or Primavera
vi. Internet Service Provider: A reliable ISP in the area of the Project vii. Connection Speed/Minimum Bandwidth: DSL, ADSL or T1 Line for transferring a minimum of 3 Mbps Downstream and 512 Kbps Upstream b. Contractor and Subcontractors shall provide its management personnel assigned to this Project with access to personal computers and the Internet on a daily basis.

Project Web Requirements:
a. This project will utilize a web-based project management tool called e-Builder EnterpriseTM. This web-based application is a collaboration tool, which will allow all project team members continuous access through the Internet to important project data as well as up to the minute decision and approval status information. b. Contractor and Subcontractors shall conduct Project controls, outlined by the Owner, Development Manager, and Construction Manager, utilizing e-Builder EnterpriseTM.

This designated web-based application will be provided by the Contractor to the Subcontractors. No additional software will be required. Furthermore, the Development Manager will assist Contractor in providing training of Subcontractor’s personnel.
c. Contractor and Subcontractors shall have the responsibility for visiting the Project web site on a daily basis, and as necessary to be kept fully appraised of Project developments, for correspondence, assigned tasks and other matters that transpire on the site. These may include but are not limited to: Contracts, Contract Exhibits, Contract Amendments, Drawing Issuances, Addenda, Bulletins, Permits, Insurance & Bonds, Safety Program Procedures, Safety Notices, Accident Reports, Personnel Injury Reports, Schedules, Site Logistics, Progress Reports, Daily Logs, Non-Conformance Notices, Quality Control Notices, Punch Lists, Meeting Minutes, Requests for Information, Submittal Packages, Substitution Requests, Monthly Payment Request Applications, Supplemental Instructions, Construction Variation Directives, Potential Variation Orders, Variation Order Requests, Variation Orders, and the like. All supporting data including but not limited to shop drawings, product data sheets, manufacturer data sheets and instructions, method statements, safety MSDS sheets, Substitution Requests and the like will be submitted in digital format via e-Builder EnterpriseTM.

Electronic File Requirements:

In addition to the standard closeout submittal requirements detailed elsewhere in the Contract Documents, the Contractor and Subcontractors shall also submit all closeout documents including all “As-Built Drawings”, catalog cuts and Owner’s Operation and Maintenance manuals Design Professional Agreement with Bellecci & Associates/Exhibit A-Scope of Services Page 23 of 43 Rev. 09-28-18
in digital format. All documents (including as-built drawings) shall be converted or scanned into the Adobe Acrobat (.PDF) file format and uploaded to e-Builder EnterpriseTM.

Builder Implementation Requirements
e-Builder EnterpriseTM is a comprehensive Project and Program Management system that will be implementing for managing documents, communications and costs between the Contractor, Subcontractors, Design Consultants and Owner. e-Builder Enterprise™ includes extensive reporting capabilities to facilitate detailed project reporting in a web-based environment that is accessible to all parties and easy to use.

Central Document Vault: e-Builder EnterpriseTM system includes a central database that maintains all project information and manages project communications amongst team members.

Communication/Correspondence: e-Builder provides electronic routable communication forms that provide historical tracking, documentation, and increased accountability of project members.

Project Calendars: Meetings will be scheduled and maintained centrally on e-Builder EnterpriseTM
Reporting: All of the project and program data including documents, communications and costs are accessible through integrated online reports. These reporting tools are completely configurable by each user. All reports can be exported to Excel for added flexibility. 'R@a,I time, updated
schedu1le Information
Automated communirntiom
(e.g~ e-mail notifications ofchanges
In chedule,dowmerrts, world1ow)
Program Management
Schedu,les
Cost
Worktlow (transml,ttals, submitta ls,
RF ls,change orders)
:R@a,I tiime, updated
, ost/budget nformatlon
Automated notificarions
of projea changes (schedule,
wo.rkf/ow, cost, milestones, other)
Ex.acutiv,as
Consultants, Architects,
Engineers, Contractors 'Faci litiH Management
Design Professional Agreement with Bellecci & Associates/Exhibit A-Scope of Services Page 24 of 43 Rev. 09-28-18
E-Builder Licensing Requirements
E-Builder Enterprise™ User Licenses: Each user license is for access to the site consisting of unlimited data storage. Users can be direct employees of the Contractor as well as its Subcontractors and/or Suppliers.

Each user license includes full access to e-Builder EnterpriseTM including all of the documents and reports mentioned above. Furthermore, each user license provides the e-Builder software as a service (SaS) including:
• All hosting, operation, maintenance, and data backup of the e-Builder EnterpriseTM software and documents which are maintained in state-of-the-art data centers located throughout the United States.
• Quarterly e-Builder EnterpriseTM software enhancements • Unlimited phone, email, and web-based support 24-hours:
e-Builder EnterpriseTM user licenses shall be obtained by the Owner, Development Manager, Construction Manager, Design Consultants, QA/QC Agencies, and Project Management staff in which the Contractor is not responsible.

Design Professional Agreement with Bellecci & Associates/Exhibit B-Schedule of Fees Page 25 of 43 Rev. 09-28-18

EXHIBIT B

SCHEDULE OF FEES

1. RATES
Compensation under each Approved Work Order shall be in accordance with the rates set forth herein.

CLASSIFICATION HOURLY RATE

ENGINEERING SERVICES
Engineering Intern $90
Assistant Engineer I $130
Assistant Engineer II $150
Engineer I $164
Engineer II $174
Engineer III $190
Professional Engineer I $204
Professional Engineer II $210
Professional Engineer III $220
Principal Engineer I $240
Principal Engineer II
Engineering Intern $90
Assistant Engineer I $130
Assistant Engineer II $150
Engineer I $164
Engineer II $174
Engineer III $190
Professional Engineer I $204
Professional Engineer II $210

LAND SURVEYING SERVICES
Safety Monitor/Flag Person $118
Survey Technician I $124
Survey Technician II $150
Survey Technician III (LSIT) $174
Professional Land Surveyor $220
Survey, Chief of Party $174
Survey, Journeyman Rodman $110
Survey, Apprentice I $72
Survey, Apprentice II $84
Survey, Apprentice III $96
Survey, Apprentice IV $108
Drone Photography/Videography $175
Graphic Artist $134

CONSTRUCTION SERVICES
Senior Public Works Inspector $174
Public Works Inspector $154
Design Professional Agreement with Bellecci & Associates/Exhibit B-Schedule of Fees Page 26 of 43 Rev. 09-28-18

CLASSIFICATION HOURLY RATE
Public Works Inspector Assistant $128
Construction Manager $220
Project Coordinator $124

LEGAL & EXPERT SERVICES
Document Review and Case Meetings $350
Depositions and Trial Testimony $425

OTHER EXPENSES RATE
In House Printing Bond: $0.25/sf / Mylar: $5/sf
Large Format Color Presentation $2.50/sf
Color Copies: 8.5 x 11” / 11 x 17” $1.00/ea / $1.90/ea
City authorized overtime work will be charged at 135% of the standard hourly rates.

Contractor may request adjustments to the hourly labor rates on each anniversary during the term of the agreement. Price adjustments will be made in accordance with the percentage change in the Consumer Price Index (CPI-U) for All Urban Consumers for the San FranciscoOakland-Hayward area, published by the U.S. Bureau of Labor Statistics. The price adjustment will be determined using the 12-Month Percent Change with a base period of 1982-1984=100.

2. REIMBURSABLE EXPENSES
Any reimbursement to the Contractor is limited to the expenses set forth below in the Reimbursable Expense Schedule. The City will reimburse these expenses at actual cost only unless a markup is specified.

Reimbursable Expense Schedule Mark Up

1. The cost of mailing, shipping and/or delivery of any documents or materials.

No Markup

2. The cost of photographing, printing, reproducing and/or copying any documents or materials.

No Markup

3. Charges for outside services (including subconsultant fees as set forth in Appendices B1 – B4), equipment, materials, and facilities not furnished directly by Contractor to the extent the City has preapproved, in writing, the cost of such services.

As specified, not to
exceed 10%

4. Other reimbursable expenses with prior written approval from the City (e.g., permit fees)
No Markup

5. Allowable mileage will be charged at the prevailing IRS rate per mile. N/A
Design Professional Agreement with Bellecci & Associates/Exhibit B-Schedule of Fees Page 27 of 43 Rev. 09-28-18

3. INVOICING

3.1. Contractor shall render invoices in accordance with the fees, payment schedule, and other terms and conditions specified in the applicable Approved Work Order. If Contractor is entitled to reimbursable expenses, the invoice will include such expenses and/or costs associated with the Work completed during the invoice period.

3.2. City will pay Contractor within thirty (30) days of City’s receipt of an approved invoice.

Design Professional Agreement with Bellecci & Associates/Exhibit B-Schedule of Fees Page 28 of 43 Rev. 09-28-18
APPENDIX B1
SUBCONTRACTOR FEES – BESS TESTLAB, INC.

Services Hourly Rate
Night/OT
Rate
Emergency
Rate
Project Management $175.00
Project Coordination $145.00
Licensed Professional (Civil / Surveyor) $185.00
LiDAR / UAV / Data Processing and Extraction $98.80
CAD Technician $114.40
Reports / Sketches / Clerical $133.00
Data Processing and Extraction $130.00
Utility Location & Gas Transmission Standby
1-Person Utility Designation w/ GPR & M Pipe Locator $180.25 $288.40 $360.50 2-Person Utility Designation w/ Multi Antenna GPR $319.30 $510.88 $638.60 1-Person Gas Transmission Stand by w/truck and equipment $190.55 $304.88 $381.10 Potholing and Vacuum Excavation
2-Person Utility Potholing w/ air vacuum truck $303.85 $395.01 $486.16 1-Person Utility Potholing w/ hydro vacuum truck $299.57 $389.44 $479.31 2-Person Utility Potholing w/ hydro vacuum truck $370.80 $482.04 $593.28 2-Person Key Hole & Surface Restoration w/ equipment $293.55 $381.62 $469.68 1-Person Dump Truck Crew w/equipment $195.70 $254.41 $313.12 Traffic Control
1-Person Traffic Control w/ arrow truck $149.35 $194.16 $238.96 2-Person Traffic Control w/ arrow truck $236.90 $307.97 $379.04 1-Person Flagger / TC Helper $128.75 $167.38 $206.00
GPR Concrete Scanning and Coring
1-Person GPR Concrete Scanning w/ equipment $193.13 $251.06 $309.00 1-Person GPR Concrete Scanning w/ equipment Prevailing
Wage
$224.03 $291.23 $358.44
1-Person Saw Cutting & Coring w/ equipment $149.35 $194.16 $238.96 1-Person Saw Cutting & Coring w/ equipment Prevailing Wage $169.95 $220.94 $271.92 CCTV Camera – Video Inspection
2-Person CCTV Pipe Inspection w/ Main Line Crawler Unit $303.85 $395.01 $486.16 2-Person CCTV Pipe Inspection w/ Lateral Line Push Unit $293.55 $381.62 $469.68 2-Person Hydro Flushing w/ hydro vacuum truck $370.80 $482.04 $593.28 Surveying and Mapping
1-Person Survey Crew - GPS / Robotic / 3D Scanner $180.25 $234.33 $288.40 2-Person Survey Crew - GPS / Robotic / 3D Scanner $257.50 $334.75 $412.00 2-Person Survey Crew - Mobile LiDAR Scanner $334.75 $435.18 $535.60 2-Person Survey Crew - UAV Data Collection $257.50 $334.75 $412.00 NOTE: Rates are portal to portal from yard in Fremont, CA.

Additional Cost Rate
1-Person General Labor Hourly Rate $128.75
1-Person Utility Truck Travel Hourly Rate w/ equipment $97.85 Design Professional Agreement with Bellecci & Associates/Exhibit B-Schedule of Fees Page 29 of 43 Rev. 09-28-18
Person Large Utility Truck Travel Hourly Rate w/ equipment $154.50 Person Large Utility Truck Travel Hourly Rate w/ equipment $180.25 Traffic Control Plans – non-stamped (per sheet) $400.00 Traffic Control Plans – Stamped (per sheet) $600.00
Mileage, if applicable Current IRS Rate
Lodging and meals, applies when over 50 miles Current GSA Rate Off-Road Vehicle Rental Cost +10%
Outside reproductions, shipping, services and consultants Cost +10% Special backfill and resurfacing materials Cost +10%
Cost of normal field supplies are included in the above rates. Cost +10% Conditions
• Minimum charge is half of the day rate stated above.
• Overtime applies after 8 hours of work on site and on weekends. Emergencies and Sundays are double time rates above apply to day shift (typical BESS day shift hours are 7:00 AM to 3:30 PM). • Night rate applies outside of normal shift hours.
• Overtime rate after 8 hours on site up to 12 hrs and Saturdays is 1.3 times those shown above. • Overtime rate after 12 hours, Emergency, Sundays and Holidays is 1.6 times those shown above. • 3% escalation may apply for multiyear contracts.

Design Professional Agreement with Bellecci & Associates/Exhibit B-Schedule of Fees Page 30 of 43 Rev. 09-28-18
APPENDIX B2
SUBCONTRACTOR FEES – RINCON CONSULTANTS, INC.

Classification Hourly Rate

PROFESSIONAL, TECHNICAL AND SUPPORT PERSONNEL
Principal II $295
Director II $295
Principal I $285
Director I $285
Senior Supervisor II $268
Supervisor I $250
Senior Professional II $234
Senior Professional I $218
Professional IV $194
Professional III $180
Professional II $160
Professional I $143
Associate III $120
Associate II $107
Associate I $100
Field Technician $86
Data Solutions Architect $180
Senior GIS Specialist $172
GIS/CADD Specialist II $153
GIS/CADD Specialist I $138
Technical Editor $135
Project Accountant $115
Billing Specialist $98
Publishing Specialist $110
Clerical $98
Professional classifications include environmental scientists, urban planners, biologists, geologists, marine scientists, GHG verifiers, sustainability experts, cultural resources experts, and other professionals. Expert witness services consisting of depositions or in-court testimony are charged at the hourly rate of $380.

DIRECT COST RATES
Photocopies – Black and White $0.25 (single-sided), $0.45 (double-sided) Photocopies – Color $1.55 (single-sided), $3.10 (double-sided) Design Professional Agreement with Bellecci & Associates/Exhibit B-Schedule of Fees Page 31 of 43 Rev. 09-28-18
Photocopies – 11 x 17 $0.55 (B&W), $3.40 (color)
Oversized Maps $8.50/square foot
Digital Production $15/CD, $20/flash drive
Light-Duty and Passenger Vehicles* $90/day
4WD and Off-road Vehicles* $150/day

EQUIPMENT RATE
Environmental Site Assessment
Soil Vapor Extraction Monitoring Equipment $160
Four Gas Monitor $137
Flame Ionization Detector $110
Photo Ionization Detector $82
Hand Auger Sampler $62
Water Level Indicator, DC Purge Pump $46
CAPDash $7,500
Natural Resources Field Equipment
UAS Drone $276
Spotting or Fiberoptic Scope $170
Pettersson Bat Ultrasound Detector/Recording
Equipment
$170
Sound Level Metering Field Package
(Anemometer, Tripod and Digital Camera)
$113
GPS (Sub‐meter Accuracy) $67
Infrared Sensor Digital Camera or Computer Field
Equipment
$57
Scent Station $23
Laser Rangefinder/Altitude $11
Pit‐fall Traps, Spotlights, Anemometer, GPS Units,
Sterilized Sample Jar
$9
Mammal Trap, Large/Small $1.55/$0.55
Water and Marine Resources Equipment
Boat (26 ft. Radon or Similar) $621
Boat (20 ft. Boston Whaler or Similar) $345
Multi Parameter Sonde (Temp, Cond, Turbidity,
DO, pH) with GPS
$170
Water Quality Equipment (DO, pH, Turbidity,
Refractometer, Temperature)
$62
Refractometer (Salinity) or Turbidity Meter $38
Design Professional Agreement with Bellecci & Associates/Exhibit B-Schedule of Fees Page 32 of 43 Rev. 09-28-18
Large Block Nets $114
Minnow Trap $98
Net, Hand/Large Seine $57
Field Equipment Packages
Standard Field Package (Digital Camera, GPS,
Thermometer, Binoculars, Tablet, Safety
Equipment, and Botanic Collecting Equipment)
$114
Remote Field Package (Digital Camera, GPS,
Thermometer, Binoculars, Tablet and Mifi,
Delorme Satellite Beacon, 24‐Hour Safety Phone)
$144
Amphibian/Vernal Pool Field Package (Digital
Camera, GPS, Thermometer, Decon Chlorine,
Waders, Float Tube, Hand Net, Field Microscope)
$170
Fisheries Equipment Package (Waders, Wetsuits,
Dip Nets, Seine Nets, Bubblers, Buckets)
$57
Underwater and Marine Sampling Gear (U/W
Photo/Video Camera, Scuba Equipment (Tanks,
BCD, Regulators, Wetsuits, etc.)
$57/diver
Marine Field Package (PFDs – Personal Flotation
Devices, 100-foot Reel Tapes with Stainless
Carabiners, Pelican Floats, Underwater Slates,
Thermometer, Refractometer, Anemometer,
Various Field Guides)
$57
Insurance, Hazard and Fees
Historic Research Fees $55
L&H Dive Insurance $57/diver
Level C Health and Safety $70/person
Annual Escalation. Standard rates subject to 3.5% annual escalation.

Current IRS mileage rate for mileage over 50 and for all miles incurred in employee-owned vehicles.

Design Professional Agreement with Bellecci & Associates/Exhibit C-Insurance Page 33 of 43 Rev. 09-28-18

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Contractor’s insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

1. Commercial General Liability Insurance policy which provides coverage at least as broad as Insurance Services Office form CG 00 01. Policy limits are subject to review, but shall in no event be less than, the following:
$1,000,000 Each Occurrence
$2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Personal Injury

2. Exact structure and layering of the coverage shall be left to the discretion of Contractor; however, any excess or umbrella policies used to meet the required limits shall be at least as broad as the underlying coverage and shall otherwise follow form.

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a “pay on behalf” basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at Design Professional Agreement with Bellecci & Associates/Exhibit C-Insurance Page 34 of 43 Rev. 09-28-18
least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

In the event that the Work being performed under this Agreement involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its subcontractors involved in such activities shall provide coverage with a limit of one million dollars ($1,000,000) per accident covering transportation of such materials by the addition to the Business Auto Coverage Policy of Environmental Impairment Endorsement MCS90 or Insurance Services Office endorsement form CA 99 48, which amends the pollution exclusion in the standard Business Automobile Policy to cover pollutants that are in or upon, being transported or towed by, being loaded onto, or being unloaded from a covered auto.

C. WORKERS’ COMPENSATION

1. Workers’ Compensation Insurance Policy as required by statute and employer’s liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers’ Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. PROFESSIONAL LIABILITY
Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against negligent acts, errors or omissions of the Contractor. Covered services as designated in the policy must specifically include work performed under this agreement. Coverage shall be in an amount of not less than one million dollars ($1,000,000) per claim or two million dollars ($2,000,000) aggregate. Any coverage containing a deductible or self-retention must first be approved in writing by the City Attorney’s Office.

E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

Design Professional Agreement with Bellecci & Associates/Exhibit C-Insurance Page 35 of 43 Rev. 09-28-18

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.

3. Cancellation.
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of nonrenewal.

4. Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Exhibit C, above.

F. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services, who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to Design Professional Agreement with Bellecci & Associates/Exhibit C-Insurance Page 36 of 43 Rev. 09-28-18
limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

2. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto.

3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

Or by mail to:

EBIX Inc.

City of Santa Clara – Water & Sewer Utilities Department P.O. Box 100085 – S2
----
Design Professional Agreement with Bellecci & Associates/Exhibit C-Insurance Page 37 of 43 Rev. 09-28-18
Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Design Professional Agreement with Bellecci & Associates/Exhibit D-Labor Compliance Page 38 of 43 Rev. 09-28-18

EXHIBIT D

A. Prevailing Wage Requirements

Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov.

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified Design Professional Agreement with Bellecci & Associates/Exhibit D-Labor Compliance Page 39 of 43 Rev. 09-28-18
payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is Design Professional Agreement with Bellecci & Associates/Exhibit D-Labor Compliance Page 40 of 43 Rev. 09-28-18
practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.

C. Enforcement

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements.

Design Professional Agreement with Bellecci & Associates/Exhibit E – Sample Work Order Page 41 of 43 Rev. 09-28-18

EXHIBIT E

PART A: GENERAL INFORMATION
Work Order No.: Original
First Revised
Second Revised
Other Contract No.

Contractor Name/Address:

Master Agreement Name:

Expiration Date of Agreement:

Contractor’s Project Manager:

Name: Email:

City’s Project Manager
Name: Email:

Period of Performance for this
Work Order:

Start Date: Expected Completion Date:

Maximum Work Order Compensation:

Sufficient funds are available in Fund #:
(to be completed by City)
Signatures:

Contractor Name [Print]:

Signature
Date:

City’s Project Manager [Print]:

Signature
Date:

City’s Department Director Name [Print]:

Signature
Date:
□
□
□
□
Design Professional Agreement with Bellecci & Associates/Exhibit E – Sample Work Order Page 42 of 43 Rev. 09-28-18
PART B: SERVICES TO BE PERFORMED FOR WORK ORDER

1. REVISED WORK ORDER
No
If yes, provide a brief description of the change(s).

3. COMPENSATION
a. Basis of Compensation: Time & Materials Fixed Fee
b. Reimbursable Expenses:

No expenses are reimbursable.

Expenses are separately reimbursable in the maximum amount of:
c. Payment Schedule: Monthly Completion of Deliverable/Milestone Completion of Work d. Payment Terms. Provide payment terms below or attach as a separate file. □
□
□
□
□
□ □
□ □
Design Professional Agreement with Bellecci & Associates/Exhibit F - Ranking Page 43 of 43 Rev. 09-28-18

EXHIBIT F

RANKING OF DESIGN SERVICES AGREEMENTS
Rank Firm
1 BKF Engineers
2 Bellecci & Associates
3 Mott MacDonald Group, Inc.

DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 EBIX Insurance No. S200004728

MASTER AGREEMENT FOR DESIGN PROFESSIONAL SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
MOTT MACDONALD GROUP, INC.

FOR ON-CALL DESIGN SERVICES FOR POTABLE WATER AND RECYCLED

WATER TRANSMISSION AND DISTRIBUTION SYSTEMS AND SANITARY SEWER

COLLECTION SYSTEMS

PREAMBLE
This Agreement is entered into as of the City's execution date (Effective Date) between the City of Santa Clara, California, a chartered California municipal corporation (City) and Mott MacDonald Group, Inc., a Delaware corporation (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."
A. City desires to secure the design professional services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services"; B. "Design professional" includes licensed architects, licensed landscape architects, registered professional engineers and licensed professional land surveyors; C. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
D. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Design Professional Agreement with Mott MacDonald
Rev. 09-28-18

Page 1 of 42 ends

DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 Exhibit D- Labor Compliance Addendum
Exhibit E - Sample Work Order Form
Exhibit F - Ranking of Design Services Agreements
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

3. WORK ORDERS
A. Contractor shall provide On-Call Design Services for all onsite and offsite infrastructure and facilities related to the construction, operation and maintenance of the Potable Water and Recycled Water Transmission and Distribution Systems and Sanitary Sewer Collection Systems described in Exhibit A to the City on an as-needed basis and as further described pursuant to individual work orders ("Work Orders") issued in accordance with the Terms and Conditions of this Agreement. Each Work Order shall describe the services and deliverables (collectively "Work") the Contractor must provide, the time limit within which the Contractor must complete the Work, and the compensation for the Work. Each Work Order shall be substantially in the form specified in Exhibit D. Contractor acknowledges that Contractor is one of three firms selected to provide On-Call Design Services for Utility Transmission and Distribution Systems, pursuant to three separate agreements (collectively, the "Design Services Agreements"). Subject to the terms and conditions of this Agreement, Contractor and City will negotiate the specific requirements of each Work Order, starting with the highest ranked firm under contract, as listed in Exhibit F. If negotiations for the individual project or work cannot be reached with the highest ranked firm, the City will terminate negotiations and begin negotiations with the next highest ranked firm under contract.

B. The City will not compensate the Contractor for any Work until the City has executed the Work Order for such Work ("Approved Work Order'').

C. Each Approved Work Order incorporates the Terms and Conditions of this Agreement, and becomes a part of this Agreement. An Approved Work Order must be consistent with - and cannot alter - the terms and Design Professional Agreement with Mott MacDonald
Rev. 09-28-18

Page 2 ends

DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 conditions of this Agreement. The terms and conditions of this Agreement control over the terms and conditions contained in an Approved Work Order - even if the Approved Work Order expressly states that it is intended to control. Any conflicting terms and conditions in an Approved Work Order are invalid and unenforceable.

D. The City has no obligation to issue any Approved Work Orders under this Agreement.

E. All reports, costs estimates, plans and other documentation which may be submitted or furnished by Contractor shall be approved and signed by an appropriate qualified licensed professional in the State of California.

F. The title sheet for specifications and reports, and each sheet of plans, shall bear the professional seal, certificate number, registration classification, expiration date of certificate and signature of the design professional responsible for their preparation.

5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor's representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

6. CONFLICT OF INTEREST (FORM 700)
In accordance with the California Political Reform Act (Government Code section 81000 et seq.) and the City's Conflict of Interest Code, Contractor shall cause each person who will be principally responsible for providing the service and deliverables under this Agreement as having to file a Form 700 to do each of the following:

Design Professional Agreement with Mott MacDonald
Rev. 09-28-18

Page 3 ends

DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 A. Complete and file the Form 700 no later than thirty (30) calendar days after the date the person begins performing services under the Agreement and all subsequent Form 700s in conformance with the requirements specified in the California Political Reform Act; and
B. File the Form 700 with the City's Clerk Office.

7. COMPENSATION AND PAYMENT
There is a maximum compensation for this Agreement and a separate maximum compensation for each Approved Work Order.

A. Maximum Total Compensation -Agreement: The aggregate maximum compensation of the Design Services Agreements is Three Million Dollars ($3,000,000), subject to budget appropriations.

B. Maximum Compensation - Work Order: Each Approved Work Order will specify the maximum amount payable to the Contractor in accordance with Exhibit B, entitled "Schedule of Fees," for all expenses, supplies, materials and equipment related to the Contractor providing the Work ("Maximum Work Order Compensation"). Contractor shall fully complete all Work required by the Approved Work Order for no more than that Maximum Work Order Compensation. City shall only be liable for charges expressly authorized in an Approved Work Order.

8. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than Thirty (30) days' prior written notice to Contractor.

Design Professional Agreement with Mott MacDonald
Rev. 09-28-18

Page 4 of 42 ends

DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 Contractor shall be as fully responsible to City for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by them, as Contractor is for the acts and omissions of persons directly employed by it.

13. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than on the Project, including, but not limited to, the release of this material to third parties.

Page 5 ends

DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to the City.

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.

15. HOLD HARMLESS/INDEMNIFICATION
To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, to the extent arising out of, pertaining to, or related to the negligence, recklessness, or willful misconduct of the Contractor, its employees, subcontractors, or agents in the performance, or non-performance, of Services under this Agreement.

17. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required under this Agreement shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

Design Professional Agreement with Mott MacDonald
Rev. 09-28-18

Page 6 ends

DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7

18. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

Mott MacDonald Group, Inc.

Attention: Mohamed Basma
2077 Gateway Place, Suite 550
San Jose, CA 95110
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

19. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

Page 7 ends

DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

22. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

25. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.

Design Professional Agreement with Mott MacDonald
Rev. 09-28-18

Page 8 ends

DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7

26. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

Approved as to Form:

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Dated: --------------
GLEN R. GOOGINS
City Attorney
"CITY"
JOVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
MOTT MACDONALD GROUP, INC.
a Delaware corporation
Dated: 6/29/2023
r.~~,"~"'
By (Signature): ...... l'.:=~-""™_:fm~,~·-"'·--------------- Name: Mohamed Basma Title: Senior Vice President,
Principal Place of 2077 Gateway Place, Suite 550
Business Address: San Jose, CA 95110
Email Address: [email protected]
Telephone: (408) 546-7939
Fax:
"CONTRACTOR"
Design Professional Agreement with Mott MacDonald
Rev. 09-28-18

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1. INTRODUCTION

EXHIBIT A

SCOPE OF SERVICES

1.2. To the extent not inconsistent with this Agreement between the City and Contractor including this Scope of Services, the City's SQQ 22-23-53 (including subsequent updates), Contractor's proposal response dated December 20, 2022, and Contractor' oral presentation materials dated January 23, 2023 are hereby incorporated by reference herein, and shall supplement this Scope of Services and be subject to the terms and conditions of the Agreement.

2. GENERAL REQUIREMENTS

2.3. Contractor shall review all as built and utility block book information (as available) to understand history of previous construction and existing improvements.

2.5. Contractor shall develop plans, specifications, construction estimates, and project schedules and budgets at 30%, 65%, 100%, and bid document levels of completion.

2.6. Contractor shall obtain all permit approvals needed to perform the work.

2. 7. Contractor shall provide a memo that:

2. 7 .1. describes the scope of the project, engineer's estimate, project budget' and project schedule.

2.7.2. includes a material list for procurement.

2. 7 .3. includes a tie-in plan that outlines the location of all tie-ins, isolation valves utilized, disinfection procedures, directional flushing, and sampling locations needed to complete the project.

2.7.4. includes a copy of the public notification and website update.

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2.8. Contractor shall submit a draft memo at 65% submittal and the final memo.

2.9. Contractor shall provide support to the City during the bid and award phase, construction phase, and post-construction phase of each project.

4. PROJECT MANAGEMENT

4.3. Contractor shall perform all engineering and project management related work necessary to prepare plans and specifications suitable for Public Works bidding.

5. PLANS AND SPECIFICATIONS

5.1. Contractor shall develop plans and specifications that provide sufficient detail to result in a good quality product while allowing competitive pricing. Plans for all projects must:

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5.1.4. Include plan and profile drawings along with elevations that show and label all existing and proposed improvements, cover above utilities and separations at all crossings.

5.1.5. Include calculations when needed for the specific project.

5.2. An appropriate Professional Engineer's (PE's) stamp and signature is required on all drawings that will be included in the bid sets. The design must be approved and stamped by a licensed Civil Engineer.

5.3. For City force work, Contractor shall supply any plans needed for permitting such as traffic control plans.

6. FIELD INVESTIGATIONS

6.1. Contractor shall perform adequate field investigations to confirm existing conditions including verifying public and private utility facilities during the design process.

6.2. Contractor shall coordinate with City to obtain as-built drawings.

6.3. Contractor shall be responsible for underground locating and potholing for the designs.

6.4. Contractor shall provide surveying services during the design process.

6.5. Contractor shall provide soil testing services as required.

6.6. Contractor is responsible for leaving sites in a safe, clean and orderly manner after the field visits and at all times. If a site is found to be in an unsafe or disorderly condition at any time, City will notify Contractor, and Contractor shall immediately correct the condition. If Contractor is unable to make the site safe and orderly, City will make the necessary corrections and charge Contractor. If Contractor makes the corrections, Contractor will be charged for City's time to investigate and stand-by. If a customer files a complaint and City responds and finds that the site is acceptable per City work practices, then Contractor will not be charged for City's time.

7. DELIVERABLES
Contractor shall submit hardcopies and digital copies (PDF and native format) of all documents, including but not limited to the following:

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 7 .1. 30% Design Plans

7.1.1. 30% Design Submittal Package (plans, specifications, engineer's cost estimate, and project construction schedule).
7 .1.2. 30% review meeting agenda and meeting minutes.
7 .2. 65% Design Plans

7.2.1. 65% Design Submittal Package (which includes plans, specifications, engineer's cost estimate, and project construction schedule). 7 .2.2. Written response to comments on the 30% Design Submittal Package.

Response shall include all previous comments.
7 .2.3. 65% review meeting agenda and meeting minutes.
7 .2.4. Draft Project memo that includes the scope of the project, the engineer's estimate, the project budget and the project schedule, a material list for procurement, a tie-in plan that outlines the location of all tie-ins, the isolation valves utilized, disinfection procedures, directional flushing, and sampling locations needed to complete the project, and a copy of the public notification and website update.
7 .3. 100% Design Plans

7.3.1. 100% Design Submittal Package (which includes plans, specifications, engineer's cost estimate, and project bid and construction schedule).

7.3.2. Final Project memo that includes the scope of the project, the engineer's estimate, the project budget and the project schedule, a material list for procurement, a tie-in plan that outlines the location of all tie-ins, the isolation valves utilized, disinfection procedures, directional flushing, and sampling locations needed to complete the project, and a copy of the public notification and website update.

7.3.3. Written response to City comments on the 65% Design Submittal Package.

Response shall include all previous comments.
7 .3.4. 100% review meeting agenda and meeting minutes.

7.3.5. List of potential bidders in Microsoft Excel format, including the company's name, email address, contact number, and address of business.

7.4. Easement and Permitting Packages

7.4.1. Application packages with all necessary supporting documentation. 7 .4.2. Final permits and easements.
7 .5. Bid Package

7.5.1. Bid Set of full sized (size D) plans, stamped and signed on each sheet by the Engineer of Record and by discipline.

7.5.2. Written response to City comments on the 100% Design Submittal Package. Response shall include all previous comments.

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 7 .6. Bidding Support
7 .6.1. Written clarifications and response to prospective bidders, if needed.

7.6.2. Addenda to the bid documents, if needed.

7.6.3. Written recommendation for award of contract, if needed.

7.6.4. Conformed construction documents, if needed.

7.7. Construction Support

7.7.1. Shop drawing and submittal comments.

7.7.2. Request for Information (RFI) responses.

7.7.3. Site visit memoranda, as required.

7.7.4. Drawings and specifications for supplementing, clarifying, and/or correcting the contract documents and for design related change orders.

7.7.5. Change orders, as required.

7.8. Record Drawings and Final Punch List
7 .8.1. Final punch list input and written recommendations for substantial and/or final completion.

7.8.2. Record drawings on a CD using AutoCAD, and one set electronic copy in PDF format.

7.8.3. CD containing PDF copies of all submittals received during construction phase.

8. 30% DESIGN PLANS
For the 30% Design Submittal Package, Contractor shall:

8.1. Follow the guidelines of the most current City Design Criteria and Standard Details (Submit three (3), ANSI Size D, hard copies).

8.2. Provide a cover sheet and plan sheet with base mapping and preliminary details.

Plans shall show all existing topographic roadway and utility information and preliminary alignment of proposed utilities.

8.3. Prepare base maps for use in exhibits and contract drawings. Base maps shall be prepared in AutoCAD format for use and shall be used in subsequent design and construction document preparation. The City's preferred base drawing format is ANSI size "D" sized sheets at a legible scale.

8.4. Provide cut sheets for proposed equipment.

8.5. Document outreach with utility companies.

8.6. Update project schedule and a probable project construction schedule.

8. 7. Provide 30% engineer's estimate.

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8.8. Prepare a brief memorandum of determination of the project's California Environmental Quality Act (CEQA) needs including statement if the project is exempt. If a Negative Declaration or Environmental Impact report is required, the preparation of said document shall be added to the Contractor's scope of work for the project.

8.9. Create a table of contents list for technical specifications.

9. 65% DESIGN PLANS

9.2. The 65% Design Submittal Package shall follow the guidelines of the most current City Design Criteria and Standard Details and shall include plans, specifications, engineer's cost estimate, and probable project construction schedule, in accordance with the following:

9.2.1. 65% specifications

9.2.2. Technical specifications

9.2.3. Special provisions, with recommended changes in track changes format.

The special provisions shall also include the following:

9.2.3.1. Bid item descriptions and measurement and payment provisions.

9.2.3.2. A list of minimum required submittals during construction.

9.2.3.3. A table listing all inspections (including any special inspections and materials testing) and associated responsibility.

9.2.4. A table list of materials identifying the following:

9.2.4.1. Long lead-time materials (materials with a delivery time equal to or greater than two (2) months).

9.2.4.2. Any items requiring warranties, and associated warranty periods.

9.3. 65% project schedule update with probable project construction schedule.

9.4. 65% construction cost estimate in the form of the bid schedule.

9.5. Resolution of utility conflicts or a timeline for resolution of issues.

9.6. CEQA exemption documentation, if required, suitable for filing at the Santa Clara County Recorder's Office.

9. 7. Responses to the City's review comments on the 30% Design Submittal Package, along with return of mark-ups.

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9.8. Draft Project memo that includes the scope of the project, the engineer's estimate, the project budget and the project schedule, a material list for procurement, a tie-in plan that outlines the location of all tie-ins, the isolation valves utilized, disinfection procedures, directional flushing, and sampling locations needed to complete the project, and a copy of the public notification and website update.

10. 100% SUBMITTAL
For the 100% Design Submittal Package, Contractor shall:

10.1. Address all issues, prior comments, and concerns in this submittal. Contractor shall submit three (3) ANSI size "D" hardcopies.

10.2. Finalize the plans, specifications, engineer's cost estimate, and construction schedule based on the comments from City. All outstanding comments and issues from previous submittals shall be incorporated into the 100% Construction Document Package. The 100% Bid Set documents shall be considered as complete with no future revisions planned nor deemed necessary.

10.3. Submit 100% Construction Document Package (includes final plans, special provisions, technical specifications, and engineer's cost estimate). Hard copy shall be printed single-sided only.

10.4. Conduct a quality control (QC) review of the submittal in accordance with Contractor's Quality Assurance/Quality Control (QA/QC) program.

10.5. Perform a peer review with a certification statement and signature on the cover sheet. The professional shall sign, date and seal the following Certification of Peer Review on a letterhead document with the transmittal of the final plans and specifications:
"The undersigned hereby certifies that a professional peer review of these plans and the required designs was conducted by me, a professional engineer with expertise and experience in the appropriate fields of engineering equal to or greater than the Engineer of Record, and that appropriate corrections have been made."

10.6. Review previous projects of agencies near the City and prepare a list of potential bidders for the project.

10.7. Review bid instructions.

10.8. Update project schedule.

10.9. Prepare a Final Project memo that includes the scope of the project, the engineer's estimate, the project budget and the project schedule, a material list for procurement, a tie-in plan that outlines the location of all tie-ins, the isolation valves utilized, Design Professional Agreement with Mott MacDonald/Exhibit A-Scope of Services Rev. 09-28-18

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 disinfection procedures, directional flushing, and sampling locations needed to complete the project, and a copy of the public notification and website update.

11. BID PACKAGE
For the Bid Package, Contractor shall:

11.1. Submit two (2) hard copies of full sized (ANSI size D) plans, stamped, dated and signed on each sheet by the Engineer of Record and by discipline for City's approval signatures.

11.2. Submit one (1) hard copy of the technical specifications, printed single-sided only, with cover sheet stamped, dated, and signed by all necessary disciplines.

11.3. Incorporate all City's final comments and redlines from the 100% Design Submittal Package.

11.4. Submit copies and digital format (PDF and native format) of each document.

11.5. Provide final construction cost estimate.

11.6. Update project schedule.

12. BIDDING SERVICES

12.1. Contractor shall attend pre-bid meetings, respond to all bidder's requests for information (RFls), support the City's coordination efforts to inform plan-holders of significant responses to RFls, and prepare addenda, as necessary.

12.2. Contractor shall assist City in bid evaluations and preparation of recommendation letter toward the contract, if needed.

12.3. Contractor shall prepare a conformed set of documents that incorporate any addenda into the documents.

13. CONSTRUCTION SUPPORT

13.1. City will have primary responsibility for construction management and inspection.

Contractor's point of contact will be the City's project manager, not the construction contractor.

13.2. Contractor shall at a minimum provide or perform the following:

13.2.1. Attend and prepare information for an internal handoff meeting from the Contractor's design team to the City's project management team.

13.2.2. Address possible construction pitfalls and items to be aware of (such as special working hours, shortened timelines for submittal reviews, etc.)

13.2.3. Attend pre-construction meetings.

13.2.4. Participate in the final inspection and development of punch lists.

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13.2.5. Respond to RFls, which includes clarifying or providing revisions or additional detail where necessary on the plans and specifications.

Response to RF ls shall be timely in order to avoid construction delays and claims.

13.2.6. Review and respond to all submittals within the period allocated in the contract documents and as necessary to avoid construction delays and claims

13.2.7. Review any proposed substitutions for conformance to plans and technical specifications

13.2.8. Provide revised drawings as required to reflect changes.

13.2.9. Coordinate with relevant parties to respond to design related field inquires during construction.

14. PERMIT AND EASEMENT PACKAGES

14.4. Contractor shall submit the permitting package to City for signature and Contractor shall submit to the permitting agencies.

14.6. Final permit requirements shall be incorporated into the project's contract documents.

14. 7 .1. Santa Clara County Department of Roads and Airports (Encroachment Permit)

14.7.2. Valley Transportation Authority (Encroachment Permit)

14.7.3. City of Santa Clara (Encroachment Permit)

14.7.4. City of San Jose (Encroachment Permit)
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14.7.5. Caltrans (Encroachment Permit)

14.8. For permits that are required to be obtained by the City's construction contractor after contract award, Contractor shall coordinate and make necessary arrangements with the permitting agency during design to ensure the project will be permitted when City's construction contractor applies for the permit.

14.9. Contractor shall submit permits at the appropriate time and within the project schedule to ensure permits are issued and incorporated into the construction documents prior to bid.

16. DELIVERABLE REVIEW AND COMMENTS

16.1. City will circulate the 30%, 65% and 100% Design Submittal Packages to internal City departments for comments.

16.2. Contractor shall be responsible for submitting the packages to external stakeholders if required.

16.3. Contractor shall prepare written responses to all comments received. All redlined drawings shall be returned with Contractor's response on the redlined drawings.

Contractor shall be responsible for resolving comments from each commenter and shall identify to City any comments that cannot be resolved. Contractor shall conduct a review meeting with City to discuss comments and gain concurrence as to how the drawings shall be revised as appropriate to incorporate City's comments. The review meeting will be held at City's designated location. The review shall encompass but not be limited to the following areas:

16.3.1. Conformance to approved formats, criteria, specifications, & professional standards of practice.

16.3.2. Adequacy, clarity, and ease of interpretation.

16.3.3. Constructability.

16.3.4. Compatibility of design discipline interfaces.

16.3.5. Errors and discrepancies.

16.3.6. Coordination with related designs and project elements.

16.3.7. Integration of design disciplines.

16.3.8. Incorporation of design changes.

16.3.9. Conformance to required environmental mitigation.

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17. RECORD DRAWINGS AND PROJECT CLOSE OUT

17.2. Contractor shall attend the final walkthrough to provide input to the final "punch list" and help determine if the work is ready for City acceptance. Contractor shall provide City with a written recommendation based on its determination of completion.

17.3. At final completion of each project, Contractor shall provide City with one ( 1) set of reproducible record drawings and digital copies of said drawings that reflects the changes to the work during construction based upon marked-up prints, drawings, and other data furnished by the construction contractor, City, and other consultants.

If Contractor adds additional sheets to the plans, these shall be properly numbered, properly referenced on other affected drawings, and included in the drawing sheet index.

17.4. Contractor shall provide a complete set of the record drawings and all X-ref files "bound," including other associated fonts, plot style files on AutoCAD, including electronic copies in PDF format. Contractor may, at its own expense, prepare and retain a copy of each drawing for its permanent file.

17.5. Contractor shall participate in a "lessons learned meeting" with all parties at the end of each project.

18. SCHEDULE
A typical project shall contain at least the following milestones along with the delivery dates for the items in the Deliverables section.

18.1. City will issue a job package to Contractor.

18.2. Upon receipt of a job package, Contractor shall review the job particulars and respond within two (2) weeks with an estimated cost and schedule for City approval.

The schedule shall include any deadlines set by City. As a baseline, a job of normal complexity and size is expected to be done within three (3) months.

18.3. Upon City's acceptance of the estimate and schedule, Contractor shall contact City to schedule a meeting for the initial project review and identify any information that City can provide which was not included in the initial packet that will be required to complete the project.

18.4. Contractor shall schedule a field visit to the site.

18.5. Contractor shall allow sufficient time in the schedule to ensure that each design drawing submittal is thoroughly reviewed and approved by City.

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18. 7. A typical project for City force work (2,500 If - 3,000 If water main installation or replacement project) shall follow the following milestones:

Timeline Description
4 weeks Notice to Proceed to 100% construction documents 2 weeks Site lnvestiQation if not already performed
1 week Turn around for resubmittal of plan check reviews for permits

19. SHUTDOWNS, TIE-IN, FLUSHING, SAMPLING
During the design phase, Contractor shall coordinate with City to identify and sequence tie-ins and shutdowns that would be required to complete the project.

20. MATERIALS AND EQUIPMENT
Contractor shall be responsible for providing all equipment required to complete the assigned work.

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 APPENDIX A1 TO EXHIBIT A

CITY'S PROJECT MANAGEMENT SOFTWARE E-BUILDER
General Requirements:
a. Contractor and Subcontractors shall provide at a minimum, the following to its staff:
i. Computer: Minimum Intel Pentium® 4 Processor 2.4 GHz or equivalent processor with 512MB of RAM; recommended Centrino Duo® Processors 1.6 GHz or equivalent with 2GB of RAM, or higher.
ii. Computer Operation System: Windows XP, Windows Vista, or Windows 7 iii. Web Browser: Microsoft Internet Explorer 9
iv. Work and Spreadsheet Processors: Microsoft Office Word, Excel and Outlook v. Scheduling Software: Microsoft Project or Primavera
vi. Internet Service Provider: A reliable ISP in the area of the Project vii. Connection Speed/Minimum Bandwidth: DSL, ADSL or T1 Line for transferring a minimum of 3 Mbps Downstream and 512 Kbps Upstream b. Contractor and Subcontractors shall provide its management personnel assigned to this Project with access to personal computers and the Internet on a daily basis.

Project Web Requirements:
a. This project will utilize a web-based project management tool called e-Builder Enterprise™. This web-based application is a collaboration tool, which will allow all project team members continuous access through the Internet to important project data as well as up to the minute decision and approval status information. b. Contractor and Subcontractors shall conduct Project controls, outlined by the Owner, Development Manager, and Construction Manager, utilizing e-Builder Enterprise™.

This designated web-based application will be provided by the Contractor to the Subcontractors. No additional software will be required. Furthermore, the Development Manager will assist Contractor in providing training of Subcontractor's personnel.
c. Contractor and Subcontractors shall have the responsibility for visiting the Project web site on a daily basis, and as necessary to be kept fully appraised of Project developments, for correspondence, assigned tasks and other matters that transpire on the site. These may include but are not limited to: Contracts, Contract Exhibits, Contract Amendments, Drawing Issuances, Addenda, Bulletins, Permits, Insurance & Bonds, Safety Program Procedures, Safety Notices, Accident Reports, Personnel Injury Reports, Schedules, Site Logistics, Progress Reports, Daily Logs, Non-Conformance Notices, Quality Control Notices, Punch Lists, Meeting Minutes, Requests for Information, Submittal Packages, Substitution Requests, Monthly Payment Request Applications, Supplemental Instructions, Construction Variation Directives, Potential Variation Orders, Variation Order Requests, Variation Orders, and the like. All supporting data including but not limited to shop drawings, product data sheets, manufacturer data sheets and instructions, method statements, safety MSDS sheets, Substitution Requests and the like will be submitted in digital format via e-Builder Enterprise TM.

Electronic File Requirements:

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Builder Implementation Requirements
e-Builder Enterprise TM is a comprehensive Project and Program Management system that will be implementing for managing documents, communications and costs between the Contractor, Subcontractors, Design Consultants and Owner. e-Builder Enterprise TM includes extensive reporting capabilities to facilitate detailed project reporting in a web-based environment that is accessible to all parties and easy to use.

Central Document Vault: e-Builder Enterprise™ system includes a central database that maintains all project information and manages project communications amongst team members.

Communication/Correspondence: e-Builder provides electronic routable communication forms that provide historical tracking, documentation, and increased accountability of project members.

Project Calendars: Meetings will be scheduled and maintained centrally on e-Builder Enterprise TM
B@11I tim@, updated
~chedu1le. nfotmatton
Automated communirntJons
(e.g~ e-mail notifi.cations of changes
fn schedu-le, dowmems. workflow)
Program Management
Schedules
Cost
Workflow (tr~tismltta'ls, sobminals,
'RF Is, ch.;1nge -orders)
Real ti me,,upcfated
cos-tlblJdg~t oform tlon
Aucomated notWcaliOns
of pro}ect dumf!eS (sc/:Jedu/e,
work/low, cost, mlle.tton:es, ottwr)
Exec;utiv~s
Cons.ulta·nts, Ari h ite.ctsr
.Eng1Mer$, Contri1ct<Jl"S Fil d lid es Manag,ement
Reporting: All of the project and program data including documents, communications and costs are accessible through integrated online reports. These reporting tools are completely configurable by each user. All reports can be exported to Excel for added flexibility.

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 E-Builder Licensing Requirements
E-Builder Enterprise TM User Licenses: Each user license is for access to the site consisting of unlimited data storage. Users can be direct employees of the Contractor as well as its Subcontractors and/or Suppliers.

Each user license includes full access to e-Builder Enterprise TM including all of the documents and reports mentioned above. Furthermore, each user license provides the e-Builder software as a service (SaS) including:
• All hosting, operation, maintenance, and data backup of the e-Builder Enterprise TM software and documents which are maintained in state-of-the-art data centers located throughout the United States.
• Quarterly e-Builder Enterprise TM software enhancements • Unlimited phone, email, and web-based support 24-hours:
e-Builder Enterprise™ user licenses shall be obtained by the Owner, Development Manager, Construction Manager, Design Consultants, QA/QC Agencies, and Project Management staff in which the Contractor is not responsible.

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EXHIBIT B

SCHEDULE OF FEES

1. RATES
Compensation under each Approved Work Order shall be in accordance with the rates set forth herein.

CLASSIFICATION HOURLY RATE
Principal - Water Sector Lead $363.00
Principal Project Manager - Water $303.00
Principal $322.00
Principal Project Manager Geotechnical $306.00
Principal Project Manager $295.00
Principal Project Manager- Water/Wastewater $290.00
Principal Project Manager $245.00
Senior Project Manager - Water/Wastewater $218.00
Project Manager - Water/Wastewater $195.00
Engineer Ill - Water/Wastewater $144.00
Engineer Ill - Water/Wastewater $138.00
Engineer Ill - Water/Wastewater $136.00
Engineer Ill - Water/Wastewater $130.00
Engineer II - Water/Wastewater $123.00
Engineer II - Water $121.00
Principal $444.00
Principal Project Manager Ill $393.00
Principal Project Manager II $375.00
Principal Project Manager I $289.00
Senior Project Manager $253.00
Project Manager $213.00
Principal Engineer $307.00
Senior Project Engineer $236.00
Project Engineer $183.00
Engineer IV $161.00
Engineer Ill $143.00
Engineer II $121.00
Engineer I $117.00
Principal Planner $311.00
Planner Ill/IV $203.00
Senior Project Geologist $255.00
Inspector V* $229.00
Inspector IV* $171.00
Senior Designer $222.00
DesignerV $151.00
Designer IV $138.00
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CLASSIFICATION HOURLY RATE
Principal Specialist $278.00
Senior Specialist $240.00
Specialist V $169.00
Specialist IV $128.00
Specialist Ill $98.00
Administrative Assistant V $134.00
* These classifications are subject to prevailing wages Hourly rates shown are 2023 rates and are adjusted each year on January 1.

Reimbursable Expense Schedule Mark Up

1. The cost of mailing, shipping and/or delivery of any documents No Markup or materials.

2. The cost of photographing, printing, reproducing and/or copying No Markup any documents or materials.

3. Charges for outside services (including subconsultant fees as As specified, not to set forth in Appendices B1 - B3), equipment, materials, and exceed 5% facilities not furnished directly by Contractor to the extent the City has preapproved, in writing, the cost of such services.

4. Other reimbursable expenses with prior written approval from No Markup the City (e.g., permit fees)
Allowable mileage will be charged at the prevailing IRS rate per

5. mile. N/A

3. INVOICING

3.1. Contractor shall render invoices in accordance with the fees, payment schedule, and other terms and conditions specified in the applicable Approved Work Order. If Design Professional Agreement with Mott MacDonald/Exhibit B-Schedule of Fees Rev. 09-28-18

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 Contractor is entitled to reimbursable expenses, the invoice will include such expenses and/or costs associated with the Work completed during the invoice period.

3.2. City will pay Contractor within thirty (30) days of City's receipt of an approved invoice.

Design Professional Agreement with Mott MacDonald/Exhibit B-Schedule of Fees Rev. 09-28-18

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 APPENDIXB1
SUBCONTRACTOR FEES - BESS TESTLAB, INC.

Services Hourly Rate
Proiect Management $175.00
Project Coordination $145.00
Licensed Professional (Civil / Survevor) $185.00
LiDAR / UAV / Data Processing and Extraction $98.80
CAD Technician $114.40
Reoorts / Sketches / Clerical $133.00
Data Processing and Extraction $130.00
Utilitv Location & Gas Transmission Standby
1-Person Utility Designation w/ GPR & M Pipe Locator $180.25 2-Person Utility Designation w/ Multi Antenna GPR $319.30 1-Person Gas Transmission Stand bv w/truck and eauioment $190.55 Potholing and Vacuum Excavation
2-Person Utility Potholing w/ air vacuum truck $303.85
1-Person Utility Potholing w/ hydro vacuum truck $299.57 2-Person Utility Potholing w/ hvdro vacuum truck $370.80 2-Person Key Hole & Surface Restoration w/ equipment $293.55 1-Person Dumo Truck Crew w/eauioment $195.70
Traffic Control
1-Person Traffic Control w/ arrow truck $149.35
2-Person Traffic Control w/ arrow truck $236.90
1-Person Flaaaer / TC Heloer $128.75
GPR Concrete Scanning and Coring
1-Person GPR Concrete Scannina w/ equipment $193.13
1-Person GPR Concrete Scanning w/ equipment Prevailing $224.03 Wage
1-Person Saw Cutting & Corina w/ eauioment $149.35
1-Person Saw Cutting & Coring w/ eauipment Prevailing Waae $169.95 CCTV Camera - Video Inspection
2-Person CCTV Pipe Inspection w/ Main Line Crawler Unit $303.85 2-Person CCTV Pipe lnsoection w/ Lateral Line Push Unit $293.55 2-Person Hydro Flushing w/ hydro vacuum truck $370.80
Surveying and Mapping
1-Person Survey Crew - GPS /Robotic/ 3D Scanner $180.25 2-Person Survey Crew - GPS / Robotic/ 3D Scanner $257.50 2-Person Survey Crew - Mobile LiDAR Scanner $334.75
2-Person Survey Crew- UAV Data Collection $257.50
NOTE Rt a es are po rt a I to portal from yard in Fremont, CA.

Additional Cost
1-Person General Labor Hourly Rate
1-Person Utility Truck Travel Hourlv Rate w/ equipment
Design Professional Agreement with Mott MacDonald/Exhibit B-Schedule of Fees Rev. 09-28-18
Night/OT Emergency
Rate Rate
$288.40 $360.50
$510.88 $638.60
$304.88 $381.10
$395.01 $486.16
$389.44 $479.31
$482.04 $593.28
$381.62 $469.68
$254.41 $313.12
$194.16 $238.96
$307.97 $379.04
$167.38 $206.00
$251.06 $309.00
$291.23 $358.44
$194.16 $238.96
$220.94 $271.92
$395.01 $486.16
$381.62 $469.68
$482.04 $593.28
$234.33 $288.40
$334.75 $412.00
$435.18 $535.60
$334.75 $412.00
Rate
$128.75
$97.85

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 Person Large Utility Truck Travel Hourly Rate w/ equipment $154.50 Person Large Utility Truck Travel Hourly Rate w/ equipment $180.25 Traffic Control Plans - non-stamped (per sheet) $400.00 Traffic Control Plans - Stamped (per sheet) $600.00
Mileage, if applicable Current IRS Rate
Lodging and meals, applies when over 50 miles Current GSA Rate Off-Road Vehicle Rental Cost +10%
Outside reproductions, shipping, services and consultants Cost +10% Special backfill and resurfacing materials Cost +10%
Cost of normal field supplies are included in the above rates. Cost +10% Conditions
• Minimum charge is half of the day rate stated above.
• Overtime applies after 8 hours of work on site and on weekends. Emergencies and Sundays are double time rates above apply to day shift (typical BESS day shift hours are 7:00 AM to 3:30 PM). • Night rate applies outside of normal shift hours.
• Overtime rate after 8 hours on site up to 12 hrs and Saturdays is 1.3 times those shown above.

Overtime rate after 12 hours, Emergency, Sundays and Holidays is 1.6 times those shown above. • 3% escalation may apply annually.

Design Professional Agreement with Mott MacDonald/Exhibit B-Schedule of Fees Rev. 09-28-18

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 APPENDIXB2
SUBCONTRACTOR FEES - REDTAIL CONSUL TING.

Classification Hourly Rate
Principal Project Manager $138/hour
Qualified Paleontologist (Society of Vertebrate $138/hour Paleontology/Caltrans Standard)
Senior Technical Staff $118/hour
Technical Staff $108/hour
Paleontological Monitor $88/hour
Editorial Services $88/hour
Desktop Publishing Services $88/hour
Web and Graphic Design Services $88/hour
Administrative Services $80/hour
Hourly rates escalate at 3% annually.

Design Professional Agreement with Mott MacDonald/Exhibit B-Schedule of Fees Rev. 09-28-18

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 APPENDIXB3

SUBCONTRACTOR FEES -ALEXANDER & ASSOCIATES
Classification Hourly Rate
Principal $ 200
Land Surveyor $175
Civil Engineer $175
Land Planner $175
CAD Operator $125
Technician Ill $105
Technician II $95
Clerical $75
Principal $200
Court appearances/Depositions (minimum charge) - $250.00 per hour. Preparation at applicable hourly rates.

Field Survey Services
1-Man Robotic Survey Party $210
2-Man Survey Party (including EDM Equipment) $250
Prevailing Wage Rate (including apprentice) $290
2-Man Survey Party (including GPS Equipment) $250
1-Man Survey Party (including GPS Equipment) $210
Above prices are effective January 1, 2023 through December 31, 2023. 3% escalation may apply annually.

Design Professional Agreement with Mott MacDonald/Exhibit B-Schedule of Fees Rev. 09-28-18

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7

EXHIBITC

INSURANCE REQUIREMENTS
Without limiting the Contractor's indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect during the period of performance of the Agreement and for twenty-four (24) months following acceptance by the City, at its sole cost and expense, the following insurance policies from insurance companies authorized to do business in the State of California. These policies shall be primary insurance as to the City of Santa Clara so that any other coverage held by the City shall not contribute to any loss under Contractor's insurance. The minimum coverages, provisions and endorsements are as follows:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

3. The following provisions shall apply to the Commercial Liability policy as well as any umbrella policy maintained by the Contractor to comply with the insurance requirements of this Agreement:
a. Coverage shall be on a "pay on behalf' basis with defense costs payable in addition to policy limits;
b. There shall be no cross liability exclusion which precludes coverage for claims or suits by one insured against another; and c. Coverage shall apply separately to each insured against whom a claim is made or a suit is brought, except with respect to the limits of liability.

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned (if any), non-owned and hired autos.

C. WORKERS' COMPENSATION

1. Workers' Compensation Insurance Policy as required by statute and employer's liability with limits of at least one million dollars ($1,000,000) policy limit Bodily Injury by disease, one million dollars ($1,000,000) each accident/Bodily Injury and one million dollars ($1,000,000) each employee Bodily Injury by disease.

2. The indemnification and hold harmless obligations of Contractor included in this Agreement shall not be limited in any way by any limitation on the amount or type of damage, compensation or benefit payable by or for Contractor or any subcontractor under any Workers' Compensation Act(s), Disability Benefits Act(s) or other employee benefits act(s).

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

E. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

Design Professional Agreement with Mott MacDonald/Exhibit C-lnsurance Rev. 09-28-18

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor's work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85, or the combination of CG 20 1 O 03 97 and CG 20 37 1 O 01, or its equivalent.

3. Cancellation.

4. a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of nonrenewal.

Other Endorsements. Other endorsements may be required for policies other than the commercial general liability policy if specified in the description of required insurance set forth in Sections A through E of this Exhibit C, above.

F. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

G. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City's approval as to adequacy of the insurance protection.

Upon City's request, Contractor shall submit to City additional evidence of the actual insurance policies or renewals or replacements. Unless otherwise required by the terms of this Agreement, all certificates, endorsements, coverage verifications and other items required to be delivered to City pursuant to this Agreement shall be e-mailed to [email protected]:

Or by mail to:

EBIX Inc.

City of Santa Clara - Water & Sewer Utilities Department P.O. Box 100085- S2
Design Professional Agreement with Mott MacDonald/Exhibit C-lnsurance Rev. 09-28-18

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 Duluth, GA 30096
Telephone number: 951-766-2280
Fax number: 770-325-0409
I. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Design Professional Agreement with Mott MacDonald/Exhibit C-lnsurance Rev. 09-28-18

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7

EXHIBIT D

A. Prevailing Wage Requirements

1. Contractor shall be obligated to pay not less than the General Prevailing Wage Rate, which can be found at www.dir.ca.gov and are on file with the City Clerk's office, which shall be available to any interested party upon request. Contractor is also required to have a copy of the applicable wage determination posted and/or available at each job site.

Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov.

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term "certified payroll" shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified Design Professional Agreement with Mott MacDonald/Exhibit D-Labor Compliance Rev. 09-28-18

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

8. No contractor or subcontractor may be awarded a contract for public work on a public works project, unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. Contractors MUST be a registered "public works contractor'' with the DIR AT THE TIME OF BID. Where the prime contract is less than $15,000 for maintenance work or less than $25,000 for construction alternation, demolition or repair work, registration is not required.

9. All contractors/subcontractors and related construction services subject to prevailing wage, including but not limited to: trucking, surveying and inspection work must be registered with the Department of Industrial Relations as a "public works contractor''. Those you fail to register and maintain their status as a public works contractor shall not be permitted to perform work on the project.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is Design Professional Agreement with Mott MacDonald/Exhibit D-Labor Compliance Rev. 09-28-18

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor's address indicated for receipt of notices in this Agreement.

C. Enforcement

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

3. The City is not obligated to make any payment due to Contractor until Contractor has performed all of its obligations under these provisions. This provision means that City can withhold all or part of a payment to Contractor until all required documentation is submitted. Any payment by the City despite Contractor's failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Addendum.

City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements.

Design Professional Agreement with Mott MacDonald/Exhibit D-Labor Compliance Rev. 09-28-18

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7

EXHIBIT E

SAMPLE WORK ORDER FORM
This Work Order is issued by the City of Santa Clara acting by and through its Sewer & Water Utilities Department (the "Department") to the Contractor listed below. This Work Order shall constitute a binding legal contract between the Department and Contractor pursuant to the terms of the Agreement referenced below. In the event of any inconsistency between this Work Order and the Terms and Conditions of the Agreement, the Terms and Conditions of the Agreement shall govern and control.

PART A: GENERAL INFORMATION
Work Order No.: D Original
D First Revised
Contract No. D Second Revised
D Other
Contractor Name/Address:

Master Agreement Name:

Expiration Date of Agreement:

Name: Email:

Contractor's Project Manager:

Name: Email:

City's Project Manager
Period of Performance for this Start Date: Expected Completion Date:

Work Order:

Maximum Work Order Compensation:

Sufficient funds are available in Fund #:
(to be completed by City)
Signatures:

Contractor Name [Print]: Date:

Signature
City's Project Manager [Print]: Date:

Signature
City's Department Director Name [Print]: Date:

Siqnature
Design Professional Agreement with Mott MacDonald/Exhibit E - Sample Work Order Rev. 09-28-18

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7 PART B: SERVICES TO BE PERFORMED FOR WORK ORDER

1. REVISED WORK ORDER
No D If yes, provide a brief description of the change(s).

3. COMPENSATION
a. Basis of Compensation: D Time & Materials D Fixed Fee b. Reimbursable Expenses:

D No expenses are reimbursable.

D Expenses are separately reimbursable in the maximum amount of: ----------- c. Payment Schedule: D Monthly D Completion of Deliverable/Milestone D Completion of Work d. Payment Terms. Provide payment terms below or attach as a separate file.

Design Professional Agreement with Mott MacDonald/Exhibit E - Sample Work Order Rev. 09-28-18

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DocuSign Envelope ID: 9C707C21-B6C2-404F-8788-A366539118C7

EXHIBIT F

RANKING OF DESIGN SERVICES AGREEMENTS
Rank Firm
1 BKF Engineers
2 Bellecci & Associates
3 Mott MacDonald Group, Inc.

Design Professional Agreement with Mott MacDonald/Exhibit F - Ranking Rev. 09-28-18

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City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
23-105 Agenda Date: 8/22/2023

REPORT TO COUNCIL

SUBJECT
Action on Agreements with D2 Industrial Services, Farwest Insulation Contracting, and JT Thorpe Industrial Inc. for Insulation and Heat Trace Services Primarily at Power Plants

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
The City of Santa Clara’s Electric Department, Silicon Valley Power (SVP), uses contractors to provide insulation and heat trace services. These services are related to ensuring systems operate within optimal temperature range for the following power plants:
· The Donald Von Raesfeld Power Plant (DVR), a 2x1 combined cycle power plant rated at 147 Megawatts of electrical power.
· The City of Santa Clara Cogen (COGEN), a cogeneration facility that utilizes two (2) gas turbines for power generation. Additionally, at this facility, the waste heat is collected to generate steam for supply to a paper mill. This facility is rated at 7 Megawatts. · The Gianera Generating Station (Gianera), a peak generation facility, rated at 49.5 Megawatts of electrical power.

SVP uses multiple types of insulation systems at these power plants. These insulation systems assist with maximizing power production and delivery efficiency, complying with cold weather preparedness requirements of the North American Electric Reliability Corporation (NERC), preventing piping from freezing during extreme cold weather events, maintaining operations at temperatures as low as 25°F, and ensuring employee protection from extreme temperatures. The proposed services include repairing and replacing insulation blankets and installing heating systems along pipes, tanks, and other equipment. While services are primarily performed at SVP’s power plants, they may be performed at other facilities as well.

DISCUSSION
Pursuant to City Code Section 2.105.140(c), a formal Request for Proposals (RFP) was conducted, with the award recommendation based on “best value.” The RFP for insulation and heat trace services was published on the City’s e-procurement system. Proposals were received from the following three vendors:
· D2 Industrial Services (D2)
· Farwest Insulation Contracting (Farwest)
· JT Thorpe Industrial Inc. dba Liberty Industrial Group, Inc. (JT Thorpe) City of Santa Clara Page 1 of 3 Printed on 8/18/2023
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23-105 Agenda Date: 8/22/2023
The proposals were independently evaluated by a three-member evaluation team against the criteria and weights published in the RFP. Staff determined that all three bidders met the minimum requirements specified in the RFP. Therefore, staff recommends entering into a master agreement with each contractor. Under the master agreement, the City will issue a work order request or an emergency work order. In the case of a work order request, the City will receive quotes from the contractors, and the City will base final selection for each task on factors such as availability during scheduled outages, experience with the specific equipment, and price. This process will ensure timely, fair, and efficient selection process.

The proposed master agreements include a high-level scope of services and compensation paid on a time and materials (T&M) basis at the rates established in the agreement. Contractors may request adjustments once per calendar year. Any rate increases must be approved by the City and must be substantiated by the contractors to the satisfaction of the City.

Services performed by D2, Farwest, and JT Thrope may include:
· Inspection, maintenance, and repair for insulation and heat trace work at DVR, COGEN, and Gianera.
· Repair or replacement of insulation systems with equivalent systems. · Project management and scheduling services.
· Management of major project evolutions and interfaces with SVP.

Staff requests authorization for the City Manager to execute agreements with D2, Farwest and JT Thorpe with a maximum compensation not to exceed $500,000 for each agreement and an initial 5- year term with an optional one-year extension. In addition, staff requests authorization for the City Manager to execute additional amendments as needed, including an additional $500,000 across all three agreements. This provides staff with flexibility to amend each agreement as needed to reflect services assigned to each contractor through the work order process described in this report. For administration purposes, the effective date of these agreements will be July 1, 2023, though no services have been authorized. Services will only be authorized after City Council approval of the recommendations set forth in this staff report. All agreements will be in final forms approved by the City Attorney.

ENVIRONMENTAL REVIEW
Staff recommends that the City Council determine that the actions being considered are exempt from the California Environmental Quality Act (“CEQA”) pursuant section 15301 of Title 14 of the California Code of Regulations as the services involve operation, maintenance, and repair of existing facilities and mechanical equipment.

FISCAL IMPACT
The costs associated with these proposed agreements are budgeted as part of SVP’s capital and operating budget based on the type of project requiring services.

Funding for the first two years of the agreement is included in the Adopted FY 2023/24 and FY 2024/25 Operating Budget in the Electric Utility Operating and Capital Funds.

City of Santa Clara Page 2 of 3 Printed on 8/18/2023
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23-105 Agenda Date: 8/22/2023
Funds required for these agreements in future years will be included in proposed budgets for corresponding years.

COORDINATION
This report has been coordinated with the Finance Department and City Attorney’s Office.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION

1. Determine the proposed actions are exempt from CEQA pursuant to Section 15301 (Existing Facilities) of Title 14 of the California Code of Regulations;

2. Authorize the City Manager to execute agreements with D2 Industrial Services, Farwest Insulation Contracting, and JT Thorpe Industrial Inc. (collectively, “Agreements”) for a five year term starting on or around July 1, 2023 and ending on or around June 30, 2028, with a maximum compensation of $500,000 for each agreement, funded by the Electric Operating and Capital Funds subject to the appropriation of funds;

3. Authorize the City Manager to execute any related documents and take any actions as are necessary or advisable to implement and administer the Agreements; and

4. Authorize the City Manager to negotiate and execute amendments to the Agreements to (a) add or delete services consistent with their scope of services; (b) adjust future rates to account for increased costs; (c) extend the term of the Agreements one additional year through June 30, 2029; and (d) increase the maximum compensation by a total of $500,000 across all three Agreements for a total aggregate maximum compensation of $2,000,000, subject to the appropriation of funds.

Reviewed by: Manuel Pineda, Chief Electric Utility Officer Approved by: Jōvan D. Grogan, City Manager

ATTACHMENTS

1. Proposed Agreement with Farwest Insulation Contracting

2. Proposed Agreement with JT Thorpe Industrial Inc. dba Liberty Industrial Group Inc.

3. Proposed Agreement with D2 Industrial Services
City of Santa Clara Page 3 of 3 Printed on 8/18/2023
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Agreement with Farwest Insulation Contracting Page 1 of 8 Rev. 07-01-18
EBIX Insurance No. S200004655

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

FARWEST INSULATION CONTRACTING

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and Farwest Insulation Contracting, a California corporation, (Contractor). City and Contractor may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”

RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled “Scope of Services”;
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A – Scope of Services
Exhibit B – Schedule of Fees
Exhibit C – Insurance Requirements
Exhibit D – Labor Compliance
This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, Agreement with Farwest Insulation Contracting Page 2 of 8 Rev. 07-01-18
whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control.

2. TERM OF AGREEMENT
A. Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on July 1, 2023, and terminate on June 30, 2028.

B. After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement for up to one (1) additional one-year term through June 30, 2029 (“Option Period”). Such extension of term shall be authorized through an Amendment to this Agreement executed by the Parties.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.

4. WARRANTY
Contractor expressly warrants that the Services and any materials or equipment furnished in connection therewith shall be fit for the purpose intended, shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. Contractor expressly warrants all material and equipment for a period of one (1) year from the date of their acceptance by City. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.

5. QUALIFICATIONS OF CONTRACTOR - STANDARD OF CARE
Contractor represents and maintains that it has the expertise in the professional calling necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and City expressly relies upon Contractor’s representations regarding its skills and knowledge. Contractor shall perform such Services and duties in conformance to and consistent with the professional standards of a specialist in the same discipline in the State of California.

Agreement with Farwest Insulation Contracting Page 3 of 8 Rev. 07-01-18

6. COMPENSATION AND PAYMENT
In consideration for Contractor’s complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled “SCHEDULE OF FEES.” The maximum compensation of this Agreement is five hundred thousand dollars ($500,000) subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor’s expense.

Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than thirty (30) days’ prior written notice to Contractor.

8. ASSIGNMENT AND SUBCONTRACTING
City and Contractor bind themselves, their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written approval of City. Contractor shall not hire subcontractors without express written permission from City.

9. NO THIRD PARTY BENEFICIARY
This Agreement shall not be construed to be an agreement for the benefit of any third party or parties and no third party or parties shall have any claim or right of action under this Agreement for any cause whatsoever.

Agreement with Farwest Insulation Contracting Page 4 of 8 Rev. 07-01-18

10. INDEPENDENT CONTRACTOR
Contractor and all person(s) employed by or contracted with Contractor to furnish labor and/or materials under this Agreement are independent contractors and do not act as agent(s) or employee(s) of City. Contractor has full rights to manage its employees in their performance of Services under this Agreement.

11. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data, drawings, descriptions, documents, discussions or other information developed or received by or for Contractor and all other written information submitted to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor and shall not, without the prior written consent of City, be used for any purposes other than the performance of the Services nor be disclosed to an entity not connected with performance of the Services. Nothing furnished to Contractor which is otherwise known to Contractor or becomes generally known to the related industry shall be deemed confidential.

12. OWNERSHIP OF MATERIAL
All material, which shall include, but not be limited to, data, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports, designs, technology, programming, works of authorship and other material developed, collected, prepared or caused to be prepared under this Agreement shall be the property of City but Contractor may retain and use copies thereof. City shall not be limited in any way or at any time in its use of said material. However, Contractor shall not be responsible for damages resulting from the use of said material for work other than Project, including, but not limited to, the release of this material to third parties.

13. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR
City, through its authorized employees, representatives or agents shall have the right during the term of this Agreement and for four (4) years from the date of final payment for goods or services provided under this Agreement, to audit the books and records of Contractor for the purpose of verifying any and all charges made by Contractor in connection with Contractor compensation under this Agreement, including termination of Contractor. Contractor agrees to maintain sufficient books and records in accordance with generally accepted accounting principles to establish the correctness of all charges submitted to City. Any expenses not so recorded shall be disallowed by City. Contractor shall bear the cost of the audit if the audit determines that there has been a substantial billing deviation in excess of five (5) percent adverse to City.

Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor agrees Agreement with Farwest Insulation Contracting Page 5 of 8 Rev. 07-01-18
to assist City in meeting City’s reporting requirements to the State and other agencies with respect to Contractor’s Services hereunder.

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney’s fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement – including claims of any kind by Contractor’s employees or persons contracting with Contractor to perform any portion of the Scope of Services – and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

B. Contractor’s obligation to protect, defend, indemnify, and hold harmless in full City and City’s employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act (“Act”) and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor’s responsibilities under the Act.

15. INSURANCE REQUIREMENTS
During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall provide and maintain in full force and effect, at no cost to City, insurance policies as set forth in Exhibit C.

16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City’s review, acceptance nor payments for any of the Services required under this Agreement Agreement with Farwest Insulation Contracting Page 6 of 8 Rev. 07-01-18
shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Santa Clara
Attention: Electric Department
1500 Warburton Avenue
Santa Clara, CA 95050
And by e-mail at [email protected] and
[email protected]
And to Contractor addressed as follows:

Farwest Insulation Contracting
672 Enterprise Court
Livermore, CA 94550
And by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to “The Code of the City of Santa Clara, California” (“SCCC”). In particular, Contractor’s attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City’s Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Agreement with Farwest Insulation Contracting Page 7 of 8 Rev. 07-01-18
following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

20. FAIR EMPLOYMENT
Contractor shall not discriminate against any employee or applicant for employment because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background, in violation of federal, state or local law.

21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City’s name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

22. GOVERNING LAW AND VENUE
This Agreement shall be governed and construed in accordance with the statutes and laws of the State of California. The venue of any suit filed by either Party shall be vested in the state courts of the County of Santa Clara, or if appropriate, in the United States District Court, Northern District of California, San Jose, California.

23. SEVERABILITY CLAUSE
In case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full force and effect.

24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.

Agreement with Farwest Insulation Contracting Page 8 of 8 Rev. 07-01-18

25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:

GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“CITY”

FARWEST INSULATION CONTRACTING
a California corporation
Dated:

By (Signature):

Name: Eric Sarmento
Title: Vice President
Principal Place of
Business Address:
672 Enterprise Court
Livermore, CA 94550
Email Address: [email protected]
Telephone: (925) 449-2670
Fax: (925) 449-2672
“CONTRACTOR”
June 8, 2023
Agreement with Farwest Insulation Contracting/Exhibit A Page 1 of 14 Rev. 07-01-18

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

FARWEST INSULATION CONTRACTING

EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are set forth in this Exhibit.
1 GENERAL

1.1 Contractor shall furnish all labor, materials, tools, and equipment necessary to perform inspection, maintenance, and repair for Insulation and heat trace work for the City of Santa Clara’s Electric Department, Silicon Valley Power (SVP).

1.2 Contractor shall perform the services in accordance with generally accepted industry best practices, and all applicable federal, state, or local regulations.

1.3 Contractor shall repair or replace insulation system with equivalent systems. Contractor shall obtain SVP’s written approval to change the type of insulation an insulation system uses prior to repair or replacement.

1.4 Any deviations from the requirements described in this Exhibit A, whether due to emergencies or any other unforeseen events, must be approved in writing by SVP.

1.5 City reserves the right to request competitive price proposals on specific projects and award similar services to other qualified vendors during the term of this Agreement.

1.6 The terms “City” and “SVP” are used interchangeably throughout this Exhibit.
2 SERVICES TO BE PROVIDED

2.1 Contractor shall provide insulation and heat trace services, including but not limited to:

2.1.1 Insulation & Lagging: Ridged flexible piping and equipment insulation including re-usable blankets and exterior lagging.

2.1.2 Repair and replacement of insulation blankets
Agreement with Farwest Insulation Contracting/Exhibit A Page 2 of 14 Rev. 07-01-18

2.1.3 Repair and replacement of Calcium Silicate (CALSIL) Insulation Systems

2.1.4 Repair and replacement of ceramic fiber insulation systems (KAOWOOL - a type of high-temperature mineral wool made from the mineral kaolin)

2.1.5 Supply of all types of insulation products

2.1.6 Removal and installation of steam turbine insulation blankets

2.1.7 Removal and installation of insulation on piping

2.1.8 Removal and installation of insulation on valves

2.1.9 Removal and installation of insulation on tanks and heaters

2.1.10 Installation and commission of a permanent warming system for a Mitsubishi Steam Turbine

2.1.11 Plant wide insulation audits of three in-city power plants annually

2.1.12 Installation and commissioning of heat trace systems

2.1.13 Heat Tracing: Design, install, setup, training, maintenance, and repair of heat tracing systems.

2.1.14 Asbestos Abatement: Testing, containment, removal and disposal of asbestos products.

2.1.15 Fire Stopping: Fire rated piping and equipment penetration seals.

2.1.16 Other miscellaneous insulation and heat trace work to support the successful operation of power plants

2.1 Other included services:

2.1.1 Contractor shall be responsible for the disposal of all materials generated during the performance of services.

2.1.2 Contractor shall recycle all material scraps, and the value credited to City.

2.1.3 Contractor shall provide project management and scheduling services.

2.1.4 Contractor shall manage major project evolutions and interface with SVP.

Agreement with Farwest Insulation Contracting/Exhibit A Page 3 of 14 Rev. 07-01-18
3 PROCESS FOR REQUESTING AND AUTHORIZING AS NEEDED

INSULATION SERVICES

3.1 When insulation services are needed, City will request a quote from one or multiple contractors (Work Request).

3.2 Contractor shall submit a quote for the services requested. The quote shall include the following details:

3.2.1 The specific service(s) to be performed. Detail of the services should have a level of detail reflective of the scope, timeline, and cost of the specific project.

3.2.2 Estimated cost for the requested services, including:

3.2.2.1 Labor costs (prevailing wage and non-prevailing wage);

3.2.2.2 Project management costs (if applicable);

3.2.2.3 Subcontractors, including subcontractor DIR number;

3.2.2.4 Tools and materials;

3.2.2.5 Rental Equipment (scaffolding, vehicles; crane rentals, etc.);

3.2.2.6 Applicable reimbursable expenses (travel; lodging; etc.);

3.2.2.7 Any additional costs (facilities trailer; tool trailer; shipping, etc.);

3.2.2.8 Any drawings or documents required;

3.2.2.9 Total not to exceed price.

3.2.3 Costs shall be itemized such that City can determine that the rates in Exhibit B will be charged. Items not included in the quote are assumed to be included in the hourly rate.

3.2.4 Proposed schedule to be approved by City. The proposed project schedule shall include expected start and end dates and Contractor shall indicate any activities, products, or materials that may impact the project timeline, including, but not limited to, lead times for material sourcing, shipping and receiving delays, or other sources of potential schedule risk. SVP and Contractor may negotiate final schedule which shall be included in final Work Authorization.

Agreement with Farwest Insulation Contracting/Exhibit A Page 4 of 14 Rev. 07-01-18

3.3 When requested by City, Contractor shall include a project logistics plan for the site.

3.4 City shall review the quote and, if there are no issues or concerns, City will approve the quote from the awarded contractor and issue a Purchase Order as authorization for Contractor to begin work (Work Authorization). If quotes are requested from multiple contractors, each contractor will be notified of award to the selected contractor.

3.5 The terms of this Agreement shall prevail over any and all contractor terms and conditions including, but not limited to any terms listed on a quote.

3.6 Except in the case of emergency work which shall follow the process in Section 3.8 or the circumstance described in Section 3.9.3, at no time shall Contractor begin work before City has provided written authorization.

3.7 City shall not be required to pay a deposit or any other form of pre-payment prior to Contractor beginning work.

3.8 Alternate authorization process for emergency work.

3.8.1 An emergency service shall be defined as an unforeseen event, circumstance, or combination thereof that City reasonably determines to require immediate action, presents an ongoing danger to public health and safety, and/or imperils SVP facilities and equipment.

3.8.2 Emergency services may only be authorized, by an Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. (Written authorization by e-mail is acceptable.)

3.8.3 Emergency services may be approved verbally, where appropriate, only by the SVP staff identified above. When verbal authorization is given, Contractor shall follow up with City for written confirmation within three (3) calendar days.

3.8.4 When emergency services are required, Contractor shall send a quote to City for the required services as soon as possible, but no later than three (3) business days after starting work. The quote shall be detailed in accordance with this Section 2 and shall also include any completed work.

3.9 Changes

3.9.1 Contractor shall notify City immediately when a situation occurs that may result in a change to the quoted project cost. Contractor shall provide reason for the change specific to each Work Authorization.

Agreement with Farwest Insulation Contracting/Exhibit A Page 5 of 14 Rev. 07-01-18

3.9.2 In the event that unanticipated site conditions or other issues result in costs that exceed the approved quote, Contractor shall submit to updated quote to City for review and approval in advance of performing the work. City shall authorize such changes by issuing an updated Purchase Order authorizing the additional work.

3.9.3 In the event that issues are identified that can be most efficiently and economically resolved while on site, changes may be approved verbally (in the field), by telephone, or e-mail by the following authorized individuals: Assistant Director of the Electric Utility, Electric Utility Chief Operating Officer, or Chief Electric Utility Officer. Contractor shall provide an updated quote within two (2) business days so that such changes can be documented in a Purchase Order within four (4) business days.

3.9.4 Contractor shall not initiate any work which will extend past the term in Section 2 of the Agreement or exceed the maximum compensation in Section 6 of the Agreement.
4 SERVICE LOCATION

4.1 Contractor services will primarily be performed in the City of Santa Clara at the following locations.

4.1.1 Donald Von Raesfeld Power Plant (DVR), 850 Duane Ave. Santa Clara, CA 95054;

4.1.2 Gianera Generating Station, 2339 Gianera St. Santa Clara, CA 95054; and

4.1.3 Cogen, 524 Robert Ave. Santa Clara, 95050

4.2 Contractor may be requested to perform services at the following remote locations:

4.2.1 Stony Creek Hydroelectric System near Orland, CA;

4.2.2 Grizzly Hydroelectric Project System located in Plumas County, CA; and

4.2.3 Additional City and SVP facilities as needed.
5 SCHEDULE

5.1 City will include requested schedule for work in each Work Authorization.

5.2 For scheduled outages, Contractor shall be available to provide services within thirty (30) days of request by City.

Agreement with Farwest Insulation Contracting/Exhibit A Page 6 of 14 Rev. 07-01-18

5.3 Contractor shall be available to plan, staff, and execute scheduled outages with two-weeks’ notice.

5.4 Remedial measures shall be completed in a timely, efficient manner so as to ensure the power plant equipment is operational as soon as possible.

5.5 Rework and repair shall be completed in a timely, efficient manner so as to ensure the utility plant equipment is operational as soon as possible.

This may require shifts greater than twelve (12) hours per day or working alternative shifts including night shifts.

5.6 Except where otherwise directed by City, Contractor shall perform the required services between 7:00 AM - 7:00 PM, Monday through Sunday.

5.7 For emergency services, Contractor shall be available to arrive onsite within six-hours of City request and immediately evaluate the labor, tooling, rental equipment, and subcontracted services needed to perform the necessary work.
6 REPORTING AND DOCUMENTATION

6.1 Contractor shall provide regular status updates on services performed during the term of the agreement. Depending on work activity, status updates may be required daily, weekly, or monthly at the direction of SVP.

6.2 Reports may include cost and schedule updates for services Contractor is providing to City.
7 E-BUILDER
Upon request of City, Contractor will use e-Builder for submission of data and documents throughout the term of this agreement.

7.2 City will establish Contractor's access to e-Builder by providing licenses to Contractor’s personnel at City’s cost. Contractor’s designated users will be required to set up their computers/systems to use e-Builder in accordance to the e-Builder User Training Guider. City reserves the right to limit the licenses issued to Contractor in the future.

7.3 Contractor is required to obtain all necessary training to use the software.

City will provide one classroom training or a web-based seminar. A training session is 1 - 2 hours.

Agreement with Farwest Insulation Contracting/Exhibit A Page 7 of 14 Rev. 07-01-18

7.4 e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet. Contractor is responsible for its own connectivity to the Internet. e-Builder’s response time is dependent on Contractor's equipment, including processor speed, Internet access speed, etc. and current traffic on the Internet. City will not be liable for any delays associated from the usage of e-Builder including, but not limited to: slow response time, down time periods, connectivity problems, or loss of information. Contractor shall ensure connectivity to the e-Builder system whether at the home office or job site. Under no circumstances will usage of e-Builder be grounds for a time extension or cost adjustment to the Agreement.

7.5 Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within the e-Builder system) by City and Contractor will be jointly owned.

7.6 Contractor is responsible for managing, tracking, and documenting the work to comply with the requirements of this Agreement. City's acceptance via automated system notifications or audit logs extends only to the face value of the submitted documentation and does not constitute validation of Contractor's submitted information.

7.7 At City’s sole discretion, project documents may be processed and distributed digitally over the internet or may be required to be presented in hard copy format.

7.8 While regular email may still be used for communication, when requested by City, e-Builder shall be utilized as much as possible in connection with all document and information management required in the performance of projects where City has directed the use of e-Builder. Contractor shall be responsible for scanning or otherwise converting to electronic format all project submittals and Contractor correspondence, drawings, sketches, etc., and uploading them to the e-Builder web site and shall be responsible for the validity of its information placed in e-Builder. Contractor shall use the existing forms and processes in e-Builder to the maximum extent possible. If a required form does not exist in e-Builder, Contractor shall include a form of its own or one provided by City (if available) as an attachment to a submittal or process. Documents and information to be submitted electronically include, but are not limited to:

7.8.1 Correspondence;

7.8.2 Meeting minutes;

7.8.3 Submittals and shop drawings;
Agreement with Farwest Insulation Contracting/Exhibit A Page 8 of 14 Rev. 07-01-18

7.8.4 Product Data, reports, certifications, etc. must be submitted in PDF format. (If a sample is able to be scanned, it is requested a scanned PDF copy is submitted with the sample.);

7.8.5 Requests for Information (RFI’s);

7.8.6 Change order requests and documentation, including record copies of change orders, proposals, modifications;

7.8.7 Pay applications;

7.8.8 “Official” correspondence (such as letters) including informal correspondence, such as e-mail;

7.8.9 Pre-Task Plans (PTPs);

7.8.10 Daily construction reports and other daily reports including Contractor Quality Control (CQC) reports;

7.8.11 Quality Control (QC) documentation

7.8.12 All official reports, such as commissioning reports;

7.8.13 Notices and claims;

7.8.14 Operations and maintenance manuals;

7.8.15 All Close-out documents; and

7.8.16 All testing results.

7.9 Archive Copies: When requested by City, Contractor shall keep an archive copy of all digital data created by Contractor, or submitted to Contractor via e- mail, or resident on the e-Builder for the duration of the Project. Such data shall be available to City, authorities with jurisdiction (including funding agencies or representatives) on demand.

7.10 Should City replace e-Builder with a different project management tool, Contractor, and subcontractors, shall be required to utilize the new project management tool selected by City.
8 STAFFING

8.1 Contractor shall be solely responsible for selecting, hiring, employing, paying, supervising, training and discharging all personnel necessary for the efficient testing, inspection, maintenance, and repair work. Contractor shall select and hire only persons, who are neat, well-groomed, and courteous, and who can act in the utmost professional manner.

Agreement with Farwest Insulation Contracting/Exhibit A Page 9 of 14 Rev. 07-01-18

8.2 Contractor shall employ only competent craftsmen/skilled workers who are well-qualified to perform the job duties for which they are being hired, appropriately trained, licensed to perform the required services.

8.3 Contractor shall be responsible for understanding and complying with any training and licensing required for the performance of the services described in this Attachment A, including but not limited to, Department of Transportation (DOT) requirements for commercial driver’s license and required drug testing if applicable.

8.4 Contractor shall ensure that all its employees and agents abide by established local, state, and federal safety rules and regulations.

8.5 Contractor’s employees and any subcontractors shall supply proper identification when requested by City.

8.6 Classification and Duties of Employees
Contractor may be requested to include the classifications of employee positions and the duties of each position in their proposal and each response to Work Request.

8.7 Contractor shall inform City immediately of any change in key personnel assigned to this project.

8.8 When requested by City, Contractor shall submit the resumes and other information supporting qualifications of the proposed replacement employee(s) to City for review and approval. City shall not unreasonably withhold approval.

8.9 City reserves the right to request the removal of any Contractor employee(s) who does not conduct themselves in a courteous, professional manner, or whose actions endanger the safety of people or property. Contractor shall promptly respond to requests for replacement personnel.
9 EMPLOYEE TRAINING

9.1 Contractor shall train all employees (including subcontractors) assigned to perform services.

9.2 Contractor’s employee training shall be at no additional cost to SVP.

9.3 Contractor shall ensure that all employees (including subcontractors) who will be involved in the performance of services understand how to safely inspect, maintain, and perform installation and repairs as required for their respective positions.

Agreement with Farwest Insulation Contracting/Exhibit A Page 10 of 14 Rev. 07-01-18

9.4 Contractor shall provide ongoing training as required by law or to perform their duties. Contractor shall ensure that all assigned employees attend this training.

9.5 Contractor shall review its training procedures annually and shall submit any revisions in writing to City at City’s request.
10 SAFETY

10.1 Contractor shall be responsible for creating a safe work environment for all personnel and City employees as well as for traffic control at the job site.

10.2 Contractor shall secure any incomplete work in a manner that does not present a hazard to City or public.

10.3 Contractor, its employees, and any subcontractors shall always act in a safe manner while on City property.

10.4 Contractor’s safety provisions shall be in accordance with all applicable federal, state, county, and local laws, ordinances, and codes.

10.5 Contractor shall perform all services to operate and maintain all equipment in compliance with state and federal regulations including, but not limited to, the Occupational Safety and Health Administration (OSHA), while performing services for City.

10.6 Contractor shall comply with all site-specific safety requirements and procedures including but not limited to Lockout/Tagout (LOTO), Confined Space, Fall Protection, Chemical Safety, Hazardous Waste and Personnel Protective Equipment (PPE).

10.7 Contractor shall provide safety training records for its employees upon request.

10.8 Contractor shall be responsible for remaining up to date on all applicable federal, state, county, and local laws, ordinances, and codes in the event they are amended. Where any amended applicable laws or ordinances conflict with City’s requirements, the more stringent requirement(s) shall be followed. Contractor's failure to be thoroughly familiarized with the safety provisions shall not relieve Contractor from compliance with the obligations and penalties resulting therefrom.

10.9 Contractor shall provide and maintain an Injury and Illness Prevention Program (IIPP) pursuant to Title 8, Section 3203 of the California Administrative Code. The program shall include, but not be limited to, a safety training program instructing Contractor's employees in general safe work practices and shall include specific instructions with regard to hazards unique to the employee's job assignment. A copy of Contractor’s Agreement with Farwest Insulation Contracting/Exhibit A Page 11 of 14 Rev. 07-01-18
IIPP shall be submitted to City prior to the execution of an agreement and be made available on site upon request.

10.10 Contractor shall schedule periodic safety inspections to identify and correct unsafe conditions and work practices. City reserves the right to accompany Contractor during these inspections.

10.11 Contractor’s employees (including any subcontractors) shall not use or possess alcohol, narcotics, firearms, or drugs of any nature other than medical (for which Contractor's employee has a current doctor's prescription) on City property and while performing services for City.

Employees using prescribed medication will not engage in any work if the medication can potentially impair the employee's ability to perform the work safely.

10.12 Contractor’s employees (including any subcontractors) shall utilize appropriate Personal Protective Equipment (PPE) and Fire Resistant (FR) clothing, as required. Contractor shall provide the required PPE and FR clothing at its own expense.

10.13 Contractor shall immediately remove any personnel who is acting in an unsafe or dangerous manner.

10.14 Contractor shall provide work and traffic signage as required to warn pedestrians and vehicular traffic of work in progress. Contractor may be required to direct pedestrians and traffic around the work area. Contractor shall also be responsible for providing all equipment and personnel necessary to properly perform the traffic control measures, including but not limited to, flaggers, cones, reflectors, electronic signs, barricades, caution tape, temporary paving, or steel plates.

10.15 Contractor shall notify City immediately in event of an injury or property damage that occurs during the performance of the services. Contractor shall investigate the reported injury or damage upon request from SVP and provide SVP with regular updates until the investigation is resolved.

SVP reserves the right to perform its own investigation. Should SVP choose to conduct its own investigation, Contractor shall assist City as required.

10.16 Contractor’s employees and all subcontractors, if utilized shall be required to watch an SVP safety video once per calendar year or prior to the commencement of work.
11 TOOLS AND EQUIPMENT

11.1 Contractor is responsible for the provision of all tools and equipment (including any specialty tooling) necessary to perform work. SVP will not loan tools or equipment to Contractor.

Agreement with Farwest Insulation Contracting/Exhibit A Page 12 of 14 Rev. 07-01-18

11.2 In Contractor’s quote or proposal, Contractor shall identify any equipment or tooling to be provided by City that is required to perform any aspect of the proposed service.

11.3 All equipment shall be operated and well-maintained in a satisfactory condition at all times and in compliance with state and federal regulations including, but not limited to, the Occupational Safety and Health Administration (OSHA).

11.4 SVP may suspend work where they observe that proper tools and equipment are being used / operated improperly.

11.5 Contractor shall assume full responsibility for the protection and safekeeping of material and tools stored at the site and shall lock all Contractor vehicles when parked and unattended, to prevent unauthorized use. Contractor shall not leave vehicles or equipment unattended with the motor running or the ignition key in place.

11.6 Upon the end of the workday, or suspension of work, Contractor shall remove all equipment and obstructions from any property typically open for use by the public traffic.
12 PROFESSIONAL BEHAVIOR

12.1 Contractor shall be responsible for the conduct, demeanor and appearance of its employees while on or about the job site or while acting in the course and scope of employment.

12.2 Contractor’s employees shall be neat and clean and shall act in a courteous and professional manner. No employee shall use improper language or act in a loud, offensive, or otherwise improper manner.

12.3 Contractor’s employees shall be trained as to the requirements of their positions and the importance of performing their jobs according to the SVP's instructions.

12.4 Contractor’s employees shall be all times polite and courteous in their dealings with SVP staff and members of the public, treating them with patience and respect.

12.5 Contractor’s employees shall speak clearly and in a professional manner while interacting with members of the public, offering the assistance needed by each person.

12.6 Contractor shall submit any complaints received against it to City immediately.

Agreement with Farwest Insulation Contracting/Exhibit A Page 13 of 14 Rev. 07-01-18
13 WORKMANSHIP

13.1 Contractor shall perform the required services in an environmentally responsible manner.

13.2 Contractor shall take all necessary precautions to protect SVP, City and private property from damage during the performance of the required services. Contractor shall be responsible for the repair of any property damaged during the performance of services. Damage to City property that cannot be repaired shall be replaced at Contractor's sole expense, prior to issuance of payment to Contractor by SVP. Any expenses incurred by SVP to repair property damage will be deducted from Contractor’s compensation or invoiced by City at City’s sole discretion.

13.3 Contractor will make all reasonable efforts to minimize obstructions and inconvenience to private owners such as, but not limited to, noise associated with testing.

13.4 SVP shall have the right to inspect any work performed by Contractor and any subcontractors. Should City determine upon inspection any unsatisfactory or defective work, Contractor shall immediately correct the work at no additional cost to SVP.

13.5 SVP shall not perform any work for Contractor except in an emergency situation or as determined necessary by City such as, but not limited to adequately protect the SVP's electrical or other facilities or to restore work area to a safe condition. SVP will be reimbursed for any work done for Contractor (deduction from Contractor’s invoice or invoice from City to Contractor at the sole discretion of SVP). This will include all costs (direct straight time or overtime wages, all overhead, administration, engineering, vehicle, and equipment costs).

13.6 Contractor shall keep their work site(s) free from all surplus material, waste material, dirt and rubbish caused by Contractor’s performance of services.

13.7 Contractor shall leave the work site in a neat and orderly condition. All clean-up work will be done to the satisfaction of City, and at the sole expense of Contractor.
14 WARRANTY

14.1 Manufacturer’s warranty shall apply to all parts.

14.2 Parts fabricated by Contractor shall have a warranty equal to or greater than manufacturer’s warranty for similar parts.

Agreement with Farwest Insulation Contracting/Exhibit A Page 14 of 14 Rev. 07-01-18

14.3 Labor shall be warranted for at least twelve (12) months from the date of acceptance.

14.4 Contractor shall correct any deficiencies and/or errors in Contractor’s work discovered during the warranty period, at no cost to City.

Agreement with Farwest Insulation Contracting/Exhibit B Page 1 of 3 Rev. 07-01-18

AGREEMENT FOR SERVICES

BETWEEN THE CITY OF SANTA CLARA, CALIFORNIA

AND FARWEST INSULATION CONTRACTING

EXHIBIT B

SCHEDULE OF FEES AND PAYMENT PROVISIONS
1 MAXIMUM COMPENSATION

1.1 The maximum amount of compensation to be paid to Contractor during the Initial Term of this Agreement shall be the amount specified in Section 6 (COMPENSATION AND PAYMENT) of the Agreement.

1.2 There is no guaranteed minimum compensation in this time and materials agreement.
2 RATES

2.1 Contractor shall invoice City in accordance with the rates specified in Exhibit B-1 - Hourly Rates.

2.2 Definitions:

2.2.1 Straight time: Monday through Friday, first eight (8) hours worked.

2.2.2 Overtime: Monday through Friday, first two (2) hours worked after straight time and first ten (10) hours worked on Saturday.

2.2.3 Double time:

2.2.3.1 Monday through Friday after ten (10) hours worked, and excess of ten (10) hours on Saturday.

2.2.3.2 All hours on Sunday and Holidays, except Labor Day which will be triple time.

2.2.4 Holidays:

New Year’s Day, Martin Luther King Jr. Birthday, President’s Day, Memorial Day, Independence Day, Labor Day, Veteran’s Day, Thanksgiving Day and day after, Christmas Day

2.3 All services shall be quoted and authorized using the Work Authorization process outlined in Exhibit A, Section 3 – Process for Requesting and Authorizing As Needed Insulation Services.

2.4 Rates shall remain fixed for the initial two years of the Agreement. After the initial two years Contractor may request adjustments to the compensation rates no more than annually.

2.4.1 Contractor must demonstrate to the satisfaction of City that a price increase is warranted.

2.4.2 City approval or denial of the requested rate adjustment will be provided in writing (e-mail acceptable). Once accepted, such rates shall be incorporated into the agreement by reference.

Agreement with Farwest Insulation Contracting/Exhibit B Page 2 of 3 Rev. 07-01-18
3 REIMBURSABLE EXPENSES
Contractor may submit invoices for reimbursement of expenses set forth below, subject to the following conditions:

3.1 Contractor must include estimated reimbursable expenses in each quote for service and shall provide invoices depicting actual costs with each invoice including reimbursable expenses.

3.2 Reimbursable expenses shall be reimbursable only to the extent that Contractor submits sufficient documentation to City that the expenses were directly incurred in providing the required services and that such expenses aren’t included in fixed or hourly rates.

3.3 The following expenses shall be reimbursable by City.

3.3.1 Travel-related expenses (mileage, lodging, meals, etc.);

3.3.1.1 Unless approved in writing (e-mail acceptable) in advance, meals, lodging, and related Per Diem shall
not exceed the rates outlined by United States General
Services Administration (GSA).
https://www.gsa.gov/travel-resources

3.3.1.2 Rental car and airfare, where required, shall be at economy class.

3.3.1.3 City shall not reimburse local travel (within Santa Clara County).

3.3.2 The rental of any specialized equipment to the extent City has preapproved, in writing, the cost of such rental.

3.3.3 The cost of mailing, shipping and/or delivery of any documents or materials on behalf of City.

3.3.4 Any other expenses expressly identified as being reimbursable.

3.4 City will reimburse these expenses at actual cost only. 4 INVOICING AND PAYMENTS

4.1 Contractor shall submit an invoice to City monthly, in arrears, for payment for services performed the previous month, pursuant to this Agreement.

4.2 Each invoice shall include the task costs for the previous month and each invoice, shall include sufficient detail for City to verify that the rates in this agreement were charged, and shall only include only work associated with a single work authorization or quote.

4.3 City shall review the invoice submitted by Contractor and shall notify Contractor of any discrepancies or deficiencies in said invoice.

4.4 If City disputes an expense in an invoice, City may deduct the disputed expense from the payment of that invoice, provided that City submits to Contractor a written explanation of why the expense is being disputed.

Agreement with Farwest Insulation Contracting/Exhibit B Page 3 of 3 Rev. 07-01-18

4.5 If there are no discrepancies or deficiencies in the submitted invoice and Contractor has submitted all required Certified Payroll, City shall process the invoice for payment.

Agreement with Farwest Insulation Contracting/Exhibit B-1 Page 1 of 1 Rev. 07-01-18

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

FARWEST INSULATION CONTRACTING
EXHIBIT B-1

HOURLY RATES
Description Hourly Rate
General Foreman ST $ 168.15
General Foreman OT $ 237.11
General Foreman DT $ 306.06
Foreman ST $ 164.71
Foreman OT $ 231.95
Foreman DT $ 299.18
Mechanic ST $ 157.83
Mechanic OT $ 221.62
Mechanic DT $ 285.42
Apprentice 5th ST $ 142.61
Apprentice 5th OT $ 200.02
Apprentice 5th DT $ 257.43
Apprentice 4th ST $ 129.86
Apprentice 4th OT $ 180.89
Apprentice 4th DT $ 231.93
Apprentice 3rd ST $ 110.71
Apprentice 3rd OT $ 152.17
Apprentice 3rd DT $ 193.63
Apprentice 2nd ST $ 87.32
Apprentice 2nd OT $ 120.75
Apprentice 2nd DT $ 154.18
Apprentice 1st ST $ 62.44
Apprentice 1st OT $ 87.74
Apprentice 1st DT $ 113.03
Travel Expense/Day $ 22.00

SITE SUPPORT
Description Hourly Rate
Project Manager $ 90.00
Superintendent $ 80.00
Field Engineer $ 75.00
Clerk $ 50.00
Agreement with Farwest Insulation Contracting/Exhibit C Page 1 of 4 Rev. 07-01-18

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

FARWEST INSULATION CONTRACTING

EXHIBIT C

INSURANCE REQUIREMENTS
Without limiting the Contractor’s indemnification of the City, and prior to commencing any of the Services required under this Agreement, the Contractor shall provide and maintain in full force and effect, at its sole cost and expense, the following insurance policies with at least the indicated coverages, provisions and endorsements:

A. COMMERCIAL GENERAL LIABILITY INSURANCE

Agreement with Farwest Insulation Contracting/Exhibit C Page 2 of 4 Rev. 07-01-18
B. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business automobile liability insurance policy which provides coverage at least as broad as ISO form CA 00 01 with policy limits a minimum limit of not less than one million dollars ($1,000,000) each accident using, or providing coverage at least as broad as, Insurance Services Office form CA 00 01. Liability coverage shall apply to all owned, non-owned and hired autos.

C. WORKERS’ COMPENSATION

3. This policy must include a Waiver of Subrogation in favor of the City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents.

D. COMPLIANCE WITH REQUIREMENTS
All of the following clauses and/or endorsements, or similar provisions, must be part of each commercial general liability policy, and each umbrella or excess policy.

1. Additional Insureds. City of Santa Clara, its City Council, commissions, officers, employees, volunteers and agents are hereby added as additional insureds in respect to liability arising out of Contractor’s work for City, using Insurance Services Office (ISO) Endorsement CG 20 10 11 85 or the combination of CG 20 10 03 97 and CG 20 37 10 01, or its equivalent.

2. Primary and non-contributing. Each insurance policy provided by Contractor shall contain language or be endorsed to contain wording making it primary insurance as respects to, and not requiring contribution from, any other insurance which the Indemnities may possess, including any self-insurance or self-insured retention they may have. Any other insurance Indemnities may possess shall be considered excess insurance only and shall not be called upon to contribute with Contractor’s insurance.

3. Cancellation.

Agreement with Farwest Insulation Contracting/Exhibit C Page 3 of 4 Rev. 07-01-18
a. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided due to non-payment of premiums shall be effective until written notice has been given to City at least ten (10) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least ten (10) days prior to the effective date of non-renewal.
b. Each insurance policy shall contain language or be endorsed to reflect that no cancellation or modification of the coverage provided for any cause save and except non-payment of premiums shall be effective until written notice has been given to City at least thirty (30) days prior to the effective date of such modification or cancellation. In the event of non-renewal, written notice shall be given at least thirty (30) days prior to the effective date of nonrenewal.

E. ADDITIONAL INSURANCE RELATED PROVISIONS
Contractor and City agree as follows:

1. Contractor agrees to ensure that subcontractors, and any other party involved with the Services who is brought onto or involved in the performance of the Services by Contractor, provide the same minimum insurance coverage required of Contractor, except as with respect to limits. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Agreement. Contractor agrees that upon request by City, all agreements with, and insurance compliance documents provided by, such subcontractors and others engaged in the project will be submitted to City for review.

Agreement with Farwest Insulation Contracting/Exhibit C Page 4 of 4 Rev. 07-01-18

3. The City reserves the right to withhold payments from the Contractor in the event of material noncompliance with the insurance requirements set forth in this Agreement.

F. EVIDENCE OF COVERAGE
Prior to commencement of any Services under this Agreement, Contractor, and each and every subcontractor (of every tier) shall, at its sole cost and expense, provide and maintain not less than the minimum insurance coverage with the endorsements and deductibles indicated in this Agreement. Such insurance coverage shall be maintained with insurers, and under forms of policies, satisfactory to City and as described in this Agreement. Contractor shall file with the City all certificates and endorsements for the required insurance policies for City’s approval as to adequacy of the insurance protection.

G. EVIDENCE OF COMPLIANCE
Contractor or its insurance broker shall provide the required proof of insurance compliance, consisting of Insurance Services Office (ISO) endorsement forms or their equivalent and the ACORD form 25-S certificate of insurance (or its equivalent), evidencing all required coverage shall be delivered to City, or its representative as set forth below, at or prior to execution of this Agreement.

EBIX Inc.

City of Santa Clara Electric Department
P.O. Box 100085 – S2 or 1 Ebix Way
Duluth, GA 30096 John’s Creek, GA 30097
Telephone number: 951-766-2280
Fax number: 770-325-0409
Email address: [email protected]
H. QUALIFYING INSURERS
All of the insurance companies providing insurance for Contractor shall have, and provide written proof of, an A. M. Best rating of at least A minus 6 (A- VI) or shall be an insurance company of equal financial stability that is approved by the City or its insurance compliance representatives.

Agreement with Farwest Insulation Contracting/Exhibit D Page 1 of 3 Rev. 07-01-18

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND

FARWEST INSULATION CONTRACTING

EXHIBIT D

LABOR COMPLIANCE
This Agreement is subject to the requirements of California Labor Code section 1720 et seq. requiring the payment of prevailing wages, the training of apprentices, and compliance with other applicable requirements.

A. Prevailing Wage Requirements

Contractors and subcontractors are on notice that information about such special rates, holidays, premium pay, shift work and travel and subsistence requirements can be found at www.dir.ca.gov .

5. As a condition to receiving progress payments, final payment and payment of retention on any and all projects on which the payment of Agreement with Farwest Insulation Contracting/Exhibit D Page 2 of 3 Rev. 07-01-18
prevailing wages is required, Contractor agrees to present to City, along with its request for payment, all applicable and necessary certified payrolls (for itself and all applicable subcontractors) for the time period covering such payment request. The term “certified payroll” shall include all required documentation to comply with the mandates set forth in Labor Code Section 1720 et seq, as well as any additional documentation requested by the City or its designee including, but not limited to: certified payroll, fringe benefit statements and backup documentation such as monthly benefit statements, employee timecards, copies of wage statements and cancelled checks, proof of training contributions (CAC2 if applicable), and apprenticeship forms such as DAS-140 and DAS-142.

11. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

Agreement with Farwest Insulation Contracting/Exhibit D Page 3 of 3 Rev. 07-01-18
B. Audit Rights
All records or documents required to be kept pursuant to this Agreement to verify compliance with this Addendum shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be made available at Contractor’s address indicated for receipt of notices in this Agreement.

C. Enforcement

2. Based on State funding sources, this project may be subject to special labor compliance requirements of Proposition 84.

4. City or the California Department of Industrial Relations may impose penalties upon contractors and subcontractors for failure to comply with prevailing wage requirements. These penalties are up to $200 per day per worker for each wage violation identified; $100 per day per worker for failure to provide the required paperwork and documentation requested within a 10-day window; and $25 per day per worker for any overtime violation.

EBIX Insurance No. S200004765

AGREEMENT FOR SERVICES

BETWEEN THE

CITY OF SANTA CLARA, CALIFORNIA,
AND
JT THORPE INDUSTRIAL INC.

OBA LIBERTY INDUSTRIAL GROUP, INC.

PREAMBLE
This Agreement is entered into between the City of Santa Clara, California, a chartered California municipal corporation (City) and JT Thorpe Industrial Inc. dba Liberty Industrial Group, Inc., a Nevada corporation, (Contractor). City and Contractor may be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement."

RECITALS
A. City desires to secure the services more fully described in this Agreement, at Exhibit A, entitled "Scope of Services";
B. Contractor represents that it, and its subcontractors, if any, have the professional qualifications, expertise, necessary licenses and desire to provide certain goods and/or required services of the quality and type which meet objectives and requirements of City; and,
C. The Parties have specified herein the terms and conditions under which such services will be provided and paid for.

The Parties agree as follows:

AGREEMENT TERMS AND CONDITIONS

Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Insurance Requirements
Exhibit D - Labor Compliance
Agreement with JT Thorpe Industrial, Inc. dba Liberty Industrial Group, Inc.

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This Agreement, including the Exhibits set forth above, contains all the agreements, representations and understandings of the Parties, and supersedes and replaces any previous agreements, representations and understandings, whether oral or written. In the event of any inconsistency between the provisions of any of the Exhibits and the Terms and Conditions, the Terms and Conditions shall govern and control. The Agreement for Services dated March 30, 2023, will terminate effective August 31, 2023, and has no applicability to this Agreement.

B. After the Initial Term, City reserves the right, at its sole discretion, to extend the term of this Agreement for up to one (1) additional one-year term through June 30, 2029 ("Option Period"). Such extension of term shall be authorized through an Amendment to this Agreement executed by the Parties.

3. SCOPE OF SERVICES & PERFORMANCE SCHEDULE
Contractor shall perform those Services specified in Exhibit A within the time stated in Exhibit A. Time is of the essence.

4. WARRANTY
Contractor expressly warrants that the Services and any materials or equipment furnished in connection therewith shall be free from defect and shall conform to the specifications, requirements and instructions upon which this Agreement is based. Contractor agrees to promptly replace or correct any incomplete, inaccurate or defective Services at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. Contractor expressly warrants all material and equipment for a period of one (1) year from the date of their acceptance by City. If Contractor fails to promptly correct or replace materials or services, City may make corrections or replace materials or services and charge Contractor for the cost incurred by City.

Agreement with JT Thorpe Industrial, Inc. dba Liberty Industrial Group, Inc.

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6. COMPENSATION AND PAYMENT
In consideration for Contractor's complete performance of Services, City shall pay Contractor for all materials provided and Services rendered by Contractor in accordance with Exhibit B, entitled "SCHEDULE OF FEES." The maximum compensation of this Agreement is five hundred thousand dollars ($500,000), subject to budget appropriations, which includes all payments that may be authorized for Services and for expenses, supplies, materials and equipment required to perform the Services. All work performed or materials provided in excess of the maximum compensation shall be at Contractor's expense.

Contractor shall not be entitled to any payment above the maximum compensation under any circumstance.

7. TERMINATION
A. Termination for Convenience. City shall have the right to terminate this Agreement, without cause or penalty, by giving not less than thirty (30) days' prior written notice to Contractor.

C. Upon termination, each Party shall assist the other in arranging an orderly transfer and close-out of services and the payment of any invoices for work satisfactorily completed through the termination date. As soon as possible following the notice of termination, but no later than ten (10) days after the notice of termination, Contractor will deliver to City all City information or material that Contractor has in its possession.

Agreement with JT Thorpe Industrial, Inc. dba Liberty Industrial Group, Inc.

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Contractor shall submit to City any and all reports concerning its performance under this Agreement that may be requested by City in writing. Contractor Agreement with JT Thorpe Industrial, Inc. dba Liberty Industrial Group, Inc.

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Page 4 of 8 ends

agrees to assist City in meeting City's reporting requirements to the State and other agencies with respect to Contractor's Services hereunder.

14. HOLD HARMLESS/INDEMNIFICATION
A. To the extent permitted by law, Contractor agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and attorney's fees in providing a defense to any such claim or other action, and whether sounding in law, contract, tort, or equity, in any manner arising from, or alleged to arise in whole or in part from, or in any way connected with the Services performed by Contractor pursuant to this Agreement - including claims of any kind by Contractor's employees or persons contracting with Contractor to perform any portion of the Scope of Services - and shall expressly include passive or active negligence by City connected with the Services. However, the obligation to indemnify shall not apply if such liability is ultimately adjudicated to have arisen through the sole active negligence or sole willful misconduct of City; the obligation to defend is not similarly limited.

B. Contractor's obligation to protect, defend, indemnify, and hold harmless in full City and City's employees, shall specifically extend to any and all employment-related claims of any type brought by employees, contractors, subcontractors or other agents of Contractor, against City (either alone, or jointly with Contractor), regardless of venue/jurisdiction in which the claim is brought and the manner of relief sought.

C. To the extent Contractor is obligated to provide health insurance coverage to its employees pursuant to the Affordable Care Act ("Act") and/or any other similar federal or state law, Contractor warrants that it is meeting its obligations under the Act and will fully indemnify and hold harmless City for any penalties, fines, adverse rulings, or tax payments associated with Contractor's responsibilities under the Act.

16. WAIVER
Contractor agrees that waiver by City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Neither City's review, acceptance nor payments for any of the Services required under this Agreement Agreement with JT Thorpe Industrial, Inc. dba Liberty Industrial Group, Inc.

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Page 5 of 8 ends

shall be constructed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement.

17. NOTICES
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Santa Clara
Attention: Electric Department
1500 Warburton Avenue
Santa Clara, CA 95050
and by e-mail at [email protected] and
[email protected]
And to Contractor addressed as follows:

JT Thorpe Industrial Inc.
dba Liberty Industrial Group, Inc.

Attn: Robert Pinz
205 S. 29th Street
Phoenix, AZ 85034
and by e-mail at [email protected]
The workday the e-mail was sent shall control the date notice was deemed given.

An e-mail transmitted after 1 :00 p.m. on a Friday shall be deemed to have been transmitted on the following business day.

18. COMPLIANCE WITH LAWS
Contractor shall comply with all applicable laws and regulations of the federal, state and local government, including but not limited to "The Code of the City of Santa Clara, California" ("SCCC"). In particular, Contractor's attention is called to the regulations regarding Campaign Contributions (SCCC Chapter 2.130), Lobbying (SCCC Chapter 2.155), Minimum Wage (SCCC Chapter 3.20), Business Tax Certificate (SCCC section 3.40.060), and Food and Beverage Service Worker Retention (SCCC Chapter 9.60), as such Chapters or Sections may be amended from time to time or renumbered. Additionally Contractor has read and agrees to comply with City's Ethical Standards (http://santaclaraca.gov/home/showdocument?id=58299).

19. CONFLICTS OF INTEREST
Contractor certifies that to the best of its knowledge, no City officer, employee or authorized representative has any financial interest in the business of Contractor and that no person associated with Contractor has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. Contractor is familiar with the provisions of California Government Code section 87100 and Agreement with JT Thorpe Industrial, Inc. dba Liberty Industrial Group, Inc.

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following, and certifies that it does not know of any facts which would violate these code provisions. Contractor will advise City if a conflict arises.

21. NO USE OF CITY NAME OR EMBLEM
Contractor shall not use City's name, insignia, or emblem, or distribute any information related to services under this Agreement in any magazine, trade paper, newspaper or other medium without express written consent of City.

24. AMENDMENTS
This Agreement may only be modified by a written amendment duly authorized and executed by the Parties to this Agreement.

Agreement with JT Thorpe Industrial, Inc. dba Liberty Industrial Group, Inc.

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25. COUNTERPARTS
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but both of which shall constitute one and the same instrument.

The Parties acknowledge and accept the terms and conditions of this Agreement as evidenced by the following signatures of their duly authorized representatives.

CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form: Dated:

GLEN R. GOGGINS
City Attorney
"CITY"
JOVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
JT THORPE INDUSTRIAL INC.

OBA LIBERTY INDUSTRIAL GROUP, INC.
a Nevada corporation
7/18/2023 I 12:15:34 PM MDT
Dated: ------------------
By (Sig nature): _____,~ ..... ~l....,,t...... vf_,P-Vl-·1,,t..-'Ja------------------- Name: Robert Prinz Title: President and CEO
Principal Place of 205 S. 29th Street
Business Address: Phoenix, Arizona 85034
Email Address: [email protected]
Telephone: (480) 568-7007
"CONTRACTOR"
Agreement with JT Thorpe Industrial, Inc. dba Liberty Industrial Group, Inc.

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EXHIBIT A

SCOPE OF SERVICES
The Services to be performed for the City by the Contractor under this Agreement are set forth in this Exhibit.
1 GENERAL

1.1 Contractor shall furnish all labor, materials, tools, and equipment necessary to perform inspection, maintenance, and repair for Insulation and heat trace work for the City of Santa Clara's Electric Department, Silicon Valley Power (SVP).

1.2 Contractor shall perform the services in accordance with generally accepted industry best practices, and all applicable federal, state, or local regulations.

1.3 Contractor shall repair or replace insulation system with equivalent systems. Contractor shall obtain SVP's written approval to change the type of insulation an insulation system uses prior to repair or replacement.

1.4 Any deviations from the requirements described in this Exhibit A, whether due to emergencies or any other unforeseen events, must be approved in writing by SVP.

1.5 City reserves the right to request competitive price proposals on specific projects and award similar services to other qualified vendors during the term of this Agreement.

1.6 The terms "City" and "SVP" are used interchangeably throughout this Exhibit.
2 SERVICES TO BE PROVIDED

2.1 Contractor shall provide insulation and heat trace services, including but not limited to:

2.1.1 Repair and replacement of insulation blankets.

2.1.2 Repair and replacement of Calcium Silicate (CALSIL) Insulation Systems.

2.1.3 Repair and replacement of ceramic fiber insulation systems (KAOWOOL - a type of high-temperature mineral wool made from the mineral kaolin).

2.1.4 Supply of all types of insulation products.

Agreement with JT Thorpe Industrial, Inc. dba Liberty Industrial Group, Inc.

Exhibit A-Scope of Services Page 1 of 12
Rev. 07-01-18

2.1.5 Removal and installation of steam turbine insulation blankets.

2.1.6 Removal and installation of insulation on piping.

2.1.7 Removal and installation of insulation on valves.

2.1.8 Removal and installation of insulation on tanks and heaters.

2.1.9 Plant wide insulation audits of three in-city power plants annually.

2.1.10 Installation and commissioning of heat trace systems.

2.1.11 Other miscellaneous insulation and heat trace work to support the successful operation of power plants.

2.1 Other included services:

2.1.1 Contractor shall be responsible for the disposal of all materials generated during the performance of services.

2.1.2 Contractor shall recycle all material scraps, and the value credited to City.

2.1.3 Contractor shall provide project management and scheduling services.

2.1.4 Contractor shall manage major project evolutions and interface with SVP.
3 PROCESS FOR REQUESTING AND AUTHORIZING AS NEEDED

INSULATION SERVICES

3.1 When insulation services are needed, City will request a quote from one or multiple contractors (Work Request).

3.2 Contractor shall submit a quote for the services requested. The quote shall include the following details:

3.2.1 The specific service(s) to be performed. Detail of the services should have a level of detail reflective of the scope, timeline, and cost of the specific project.

3.2.2 Estimated cost for the requested services, including:

3.2.2.1 Labor costs (prevailing wage and non-prevailing wage);

3.2.2.2 Project management costs (if applicable);

3.2.2.3 Subcontractors, including subcontractor DIR number; Agreement with JT Thorpe Industrial, Inc. dba Liberty Industrial Group, Inc.

Exhibit A-Scope of Services
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3.2.2.4 Tools and materials;

3.2.2.5 Rental Equipment (scaffolding, vehicles; crane rentals, etc.);

3.2.2.6 Applicable reimbursable expenses (travel; lodging; etc.);

3.2.2.7 Any additional costs (facilities trailer; tool trailer; shipping, etc.);

3.2.2.8 Any drawings or documents required; and

3.2.2.9 Total not to exceed price.

3.2.3 Costs shall be itemized such that City can determine that the rates in Exhibit B will be charged. Items not included in the quote are assumed to be included in the hourly rate.

3.3 When requested by City, Contractor shall include a project logistics plan for the site.

3.5 The terms of this Agreement shall prevail over any and all contractor terms and conditions including, but not limited to any terms listed on a quote.

3.7 City shall not be required to pay a deposit or any other form of pre-payment prior to Contractor beginning work.

3.8 Alternate authorization process for emergency work.

Agreement with JT Thorpe Industrial, Inc. dba Liberty Industrial Group, Inc.

Exhibit A-Scope of Services
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3.9 Changes

3.9.4 Contractor shall not initiate any work which will extend past the term in Section 2 of the Agreement or exceed the maximum compensation in Section 6 of the Agreement.

Agreement with JT Thorpe Industrial, Inc. dba Liberty Industrial Group, Inc.

Exhibit A-Scope of Services
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4 SERVICE LOCATION

4.1 Contractor services will primarily be performed in the City of Santa Clara at the following locations:

4.1.1 Donald Von Raesfeld Power Plant (DVR), 850 Duane Ave., Santa Clara, CA 95054;

4.1.2 Gianera Generating Station, 2339 Gianera St., Santa Clara, CA 95054;and

4.1.3 Cogen, 524 Robert Ave., Santa Clara, 95050

4.2 Contractor may be requested to perform services at the following remote locations:

4.2.1 Stony Creek Hydroelectric System near Orland, CA;

4.2.2 Grizzly Hydroelectric Project System located in Plumas County, CA; and

4.2.3 Additional City and SVP facilities as needed.
5 SCHEDULE

5.1 City will include requested schedule for work in each Work Authorization.

5.2 For scheduled outages, Contractor shall be available to provide services within thirty (30) days of request by City.

5.3 Contractor shall be available to plan, staff, and execute scheduled outages with two-weeks' notice.

5.4 Remedial measures shall be completed in a timely, efficient manner so as to ensure the power plant equipment is operational as soon as possible.

5.5 Rework and repair shall be completed in a timely, efficient manner so as to ensure the utility plant equipment is operational as soon as possible.

This may require shifts greater than twelve (12) hours per day or working alternative shifts including night shifts.

5.6 Except where otherwise directed by City, Contractor shall perform the required services between 7:00 AM - 7:00 PM, Monday through Sunday.

Agreement with JT Thorpe Industrial, Inc. dba Liberty Industrial Group, Inc.

Exhibit A-Scope of Services
Rev. 07-01-18

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6 REPORTING AND DOCUMENTATION

7.1 e-Builder is a web-based construction management application hosted by e-Builder, Inc. For certain projects to be defined by City, e-Builder shall be the primary means of project information submission and management or as otherwise agreed upon with City.
7 .2 City will establish Contractor's access to e-Builder by providing licenses to Contractor's personnel at City's cost. Contractor's designated users will be required to set up their computers/systems to use e-Builder in accordance to the e-Builder User Training Guider. City reserves the right to limit the licenses issued to Contractor in the future.

7.3 Contractor is required to obtain all necessary training to use the software.

City will provide one classroom training or a web-based seminar. A training session is 1 - 2 hours.
7 .4 e-Builder is a web-based environment and therefore it is subject to the inherent speed and connectivity limitations of the Internet. Contractor is responsible for its own connectivity to the Internet. e-Builder's response time is dependent on Contractor's equipment, including processor speed, Internet access speed, etc. and current traffic on the Internet. City will not be liable for any delays associated from the usage of e-Builder including, but not limited to: slow response time, down time periods, connectivity problems, or loss of information. Contractor shall ensure connectivity to the e-Builder system whether at the home office or job site. Under no circumstances will usage of e-Builder be grounds for a time extension or cost adjustment to the Agreement.

7.5 Data entered in a collaborative mode (entered with the intent to share as determined by permissions and workflows within the e-Builder system) by City and Contractor will be jointly owned.

7.6 Contractor is responsible for managing, tracking, and documenting the work to comply with the requirements of this Agreement. City's acceptance via automated system notifications or audit logs extends only Agreement with JT Thorpe Industrial, Inc. dba Liberty Industrial Group, Inc.

Exhibit A-Scope of Services
Rev. 07-01-18

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City Council and Authorities ConcurrentAugust 22, 2023

City Council and Authorities Concurrent
August 22, 2023