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Contract No. 10873 (CCS)
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica (“City”) and GHD Inc. (“GHD”), is made with reference to the following:
RECITALS:
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. GHD is qualified to do business, and is doing business, in the State of California.
GHD represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.
C. The City and GHD now desire to enter into an agreement for GHD to provide professional services to the City.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
TERMS AND CONDITIONS
1. Term. This Agreement begins on the Execution Date and terminates on June 30, 2024, unless sooner terminated in accordance with Section 14.
2. GHD Services. GHD will perform all of the services (“Services”) described in Exhibit A, Scope of Services. GHD will complete the Services in accordance with Exhibit B, Budget.
3. City Services. The City agrees to:
3.1 Make available to GHD any currently existing documents, data or information required for the performance of the Services.
3.2 Designate a representative authorized to act on behalf of City.
3.3 Promptly examine and render findings on all documents submitted for staff review by GHD.
4. Compensation. The City will compensate GHD for the Services performed in an amount not to exceed $1,191,496.07, as set forth in Exhibit B.
5. Invoices. GHD will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.
6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 8/1/2019
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by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:
6.1 All notices, demands, requests or approvals to the City:
Water Resources Division
City of Santa Monica
1212 5th Street, Third Floor
Santa Monica, California 90401
Attention: Mr. Sunny Wang
Re: Contract No. 10873 (CCS)
with a copy to:
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. 10873 (CCS)
6.2 All notices, demands, requests or approvals to GHD:
GHD Inc.
320 Goddard Way, Suite 200
Irvine, California 92618
Attention: Mr. Paul Hermann
Re: Contract No. 10873 (CCS)
7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.
Neither the City nor its officers or employees will have any control over the conduct of GHD or any of GHD’s agents, employees, or subconsultants, except as otherwise provided in this Agreement.
8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement.
This Agreement may be modified only by written agreement signed by City and GHD, and approved as to form by the City Attorney.
9. Insurance. Prior to commencing work, GHD must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by GHD or GHD’s agents, representatives, employees or subconsultants for the duration of this DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 - 3 -
Agreement. GHD must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.
10. Defense and Indemnification.
10.1 Indemnification. As to GHD’s Services produced under this Agreement, GHD agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, “City”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney’s fees, or payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by the acts, errors and/or omissions of GHD, or GHD’s employees, agents, officers, and subconsultants.
GHD’s responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of GHD, its employees, agents or officers, or subconsultants; provided, however, that GHD’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding GHD’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from GHD, if City chooses to do so.
10.2 Enforcement Costs. GHD agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.
11. Prohibition Against Transfers.
11.1 GHD may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.
11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of GHD or of any general partner or joint venturer or syndicate member of GHD, if a partnership or joint venture or syndicate exists, which results in changing the control of GHD, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.
12. Permits and Licenses. GHD, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 - 4 -
13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
14. Default and Termination.
14.1 If GHD fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to GHD.
14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to GHD. Upon termination of this Agreement, City will pay GHD any compensation earned and unpaid up to the effective date of termination.
15. Compliance with Law. GHD must comply with all laws of the State of California and the United States, and all ordinances, rules, and regulations enacted or issued by City.
16. Discrimination. GHD may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.
17. Nuisance. GHD may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.
18. Records.
18.1 GHD must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. GHD must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.
18.2 GHD must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. GHD must clearly identify all records and make them readily accessible to the City.
At the City’s request, GHD must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
18.3 GHD must allow the City to have free access to GHD’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit GHD’s records, and GHD agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by GHD, GHD DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 - 5 -
agrees to pay the cost of the City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.
19. Work Product; Reports.
19.1 Any work product prepared or caused to be prepared by GHD or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by GHD or any subconsultant pursuant to this Agreement may be made available to any individual or organization by GHD without prior written approval by City.
19.2 At the City’s request, GHD must furnish reports concerning the status of the Services.
20. Standard of Care. GHD agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of GHD’s profession currently practicing in the same locality under similar conditions.
21. Subconsultants.
21.1 If GHD proposes to have any subconsultant perform any part of the Services, GHD must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request.
21.2 GHD will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between GHD and any subconsultant (or between any subconsultant and others) must contain the following provision:
This agreement is consistent with all terms and conditions of the Agreement No. 10873 (CCS) entered into between the City of Santa Monica and GHD on^^____________________.
22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
23. Venue and Jurisdiction. The City and GHD agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate.
The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 8/1/2019
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24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.
25. Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein.
Exhibit A Scope of Services
Exhibit B Budget
Exhibit C Insurance Requirements
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
GHD Corporation
#VENDOR
By: ________________________________
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 Lane Dilg
City Attorney
7/31/2019 GHD Inc.
8/1/2019
Principal
Paul Hermann
8/1/2019
Rick Cole
City Manager
8/1/2019
City Clerk
Denise Anderson-Warren
Exhibit A
Scope of Services
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 Owner’s Engineer for The Olympic Wellfield Restoration
and Arcadia Water Treatment Plant Expansion Project
The City of Santa Monica (City) is retaining a City Representative (Owner’s Engineer or OE) to provide technical assistance in implementing the Olympic Wellfield Restoration and Arcadia Water Treatment Plant Expansion Project (Project). The Project is one of several projects outlined (see below) in the City’s Sustainable Water Master Plan to achieve water selfsufficiency by 2023. Contract 1 – Olympic Wellfield Improvements (drilling and equipping of new wells, production and injection). The City is leading majority of the work with support from outside hydrogeologist.
Contract 2 – Olympic Pipeline. The new Olympic Pipeline would be delivered through design-bid-build. The City is currently in the process of procuring a design engineer for the pipeline.
Contract 3 – Olympic Wellfield AWTF and Arcadia WTP Expansion (Project).
The Project involves design and construction of a new advanced water treatment facility for the Olympic Wellfield (co-located at the Arcadia WTP) as well as upgrade and expansion of the Arcadia Water Treatment Plant. *OE may assist the City with the coordination of all three contract packages The general requirements or skill sets of the Owner’s Engineer is listed below. The work requiring these skill sets may be needed at various stages throughout the Project, but is not intended to be utilized for the entire duration of the Project. Additional firms may be added, as needed, with the approval of the City.
1. The Program or Project Manager assigned to the Project shall be experienced in leading and managing a large collaborative program being executed under different delivery methods, including progressive design-build of an advanced water treatment facility (e.g.
UV AOP, high recovery RO, and RO concentrate treatment) or brackish groundwater desalination facility. The Program/Project Manager shall have proven managerial and leadership experience with excellent communication and facilitative skills, understanding of the proposed treatment technologies for the Project, and detailed understanding of issue/decision management.
2. The Program/Project Manager shall have an in-depth understanding of collaborative progressive design-build delivery, project controls (schedule and cost tracking), and quality control and assurance. The Owner’s Engineer shall provide, at the request of the City, provide assistance in developing the terms and conditions of the GMP amendment with the design/builder. The assistance provided will not require the use of an attorney, but will oriented with the engineering, project management, and commercial sections of the GMP.
3. The Owner’s Engineer shall assist City staff on engineering and technical issues related to oversight and management of the Project. Owner’s Engineer technical efforts shall be led by the Owner’s Engineers Technical Support Manager. The Technical Support DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 Manager shall be supported by a strong technical advisory group with expertise in all areas of work for the Project, including for the advanced water treatment processes, process mechanical, electrical, civil, architectural, geotechnical, structural, building mechanical, plumbing, instrumentation, and permitting.
4. The Owner’s Engineer shall assist the City, as required, to develop and provide technical information to support public outreach efforts. Note that the City has in-house public outreach staff through the Office of Communications as well as on-call contracts with outside public outreach specialists/firms.
5. Throughout the term of the agreement, Owner’s Engineer shall ensure the availability of qualified staff with the discipline-specific expertise and experience to provide the necessary engineering and technical support to the City.
6. As requested, Owner’s Engineer shall attend, participate, and assist the City staff at Project meetings, which specifically entail technical issues or need for technical issues and provide support in making decisions regarding technical matters. Owner’s Engineer shall review for accuracy the minutes of such meetings prepared by either the DesignBuild Entity (DBE) or others. Owner’s Engineer shall clarify and report any meeting minutes discrepancies affecting the Project to City staff.
7. Owner’s Engineer shall prepare the development of procedures and practices required of the DBE. This includes quality management, document management, scheduling systems, and project templates and forms.
8. The Owner’s Engineer shall provide construction and operation expertise to provide constructability review at various stages of the progressive design build work for the new AWTF and upgrade/expansion of the Arcadia WTP (Contract 3).
9. The Owner’s Engineer will review construction cost estimates prepared by the DBE, conduct independent cost estimates to help validate the DBE’s Guaranteed Maximum Price (GMP).
10. Prepare monthly invoices in accordance with City requirements for review. Invoices shall be organized, with hourly costs and number of hours expended for each task, and include a summary of activities completed during the billing period.
11. Owner’s Engineer shall respond to City, DBE or Project-related questions.
12. Owner’s Engineer shall assist the City in reviewing all necessary documentation and reports for environmental documentation and permits (e.g. amend existing drinking water permit and if required, 97-005 compliance for impaired water supplies). The DBE would take the lead in obtaining all necessary permits for completion of the Project.
13. Provide other services as reasonably assigned by the City in support of the Project.
14. The Owner’s Engineer will review 30, 60 and 100% construction documents (drawings and specifications) in addition to contractor’s submittal and offer recommendations during construction (Contract 3).
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7
15. The Owner’s Engineer shall also provide building and safety and code compliance review of the DB Entity’s design on behalf of the City.
16. By performing this scope of services, Owner’s Engineer shall not have any authority or responsibility to supervise, direct, or control the DBE’s work or the DBE’s means, methods, techniques, sequences, or procedures of construction. Owner’s Engineer shall not have authority or responsibility for safety precautions and programs incident to the DB Entity’s work
The Scope of Work for the Owner’s Engineer is outlined below.
Scope of Work
TASK 1 – PROGRAM MANAGEMENT
Task 1.1 – Program Coordination and Management
The OE team will provide programmatic management services for the Olympic Wellfield Restoration and Arcadia Water Treatment Plant Expansion Project (Project). The Program/Project Manager identified shall be the primary contact for the City and shall have thorough knowledge of all aspects of the Project. The Owner’s Engineer shall hold biweekly progress meetings, in person or via teleconference, with the City to discuss Project progress, schedule, technical design, issues/conflicts, and any other on-going work related to the Project. During the design phase until the GMP for Contract 3, weekly progress meetings may be required.
The Owner’s Engineer shall prepare an overall Project Implementation Plan to define the following: various contract/work packages for the Project, alignment of contract sequencing with project timelines, risk/issues expected with suggested mitigation and metrics to measure overall Project progress, and description of coordination and collaboration between contracts. This plan will also include a detailed program management approach and project schedule.
Deliverables
Project Implementation Plan – Draft and Final
Project Implementation Plan execution items (e.g., risk/issue and decision logs), to be included and updated as part of the progress meeting packages Progress meetings – agenda
Progress meetings – minutes
Scope Extent
We have assumed 20 progress meetings (pre-design phase through GMP) Task 1.2 – Project Funding
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 The OE shall support the City in identifying and preparing applications for project funding opportunities (e.g. Prop 1 Desalination Grant, U.S. Bureau of Reclamation, and MWD local resources program).
Deliverables
Technical Memorandum listing viable funding opportunities, including fund name, documentation level of effort for fund application, approximate cost to submit fund application, monies available (overall and per application/project) and timing of fund monies.
Scope Extent
Between the commencement of GMP development and the 30% stage, GHD will determine with the City the timing as to when to cease the continued investigation into grant funding opportunities.
Task 1.3 – Permitting
Prepare the list of required permits, comprehensive requirements for each permit and estimated cost of effort for each permit. Provide technical assistance to the City or DB Entity, as required, to obtain each permit. Key permits include amendment of the existing drinking water permit and if compliance with 97-005 for impaired water sources is required. A preliminary list of regulatory and other agencies that permits may be required is provided below.
California State Water Resources Control Board Division of Drinking Water (DDW) City of Santa Monica
City of Los Angeles
City of Los Angeles, Bureau of Sanitation (LA Sanitation) Other agencies as requested by the City
Deliverables
Permit Matrix – Draft and Final
Permit Development and Assistance – Draft and Final for 6 permits in their entirety (or agreed equivalent of)
Meetings with Permitting Agencies (i.e. DDW) (assumes 6 meetings) with Agendas and Meeting Minutes
Scope Extent
We have assumed 6 permits only, in their entirety; or the equivalent of.
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 Task 1.4 – Not Used by the City
Task 1.5 – Project Coordination
As stated previously, the OE’s primary responsibility will be to assist the City with Contract 3, Progressive DB of the new Olympic Well Field AWTF and expansion/upgrade of the Arcadia WTP, of the Project. The OE, as required, would also assist the City in providing coordination between contracts (Contract 1 – Olympic Wellfield Improvements, Contract 2 – Olympic Pipeline, and Contract 3 – Olympic Wellfield AWTF and Arcadia WTP Expansion) and technical assistance, as required, to ensure all three contracts are coordinated to avoid conflicts and completed on schedule.
Deliverables
Meeting agenda’s, minutes, and other items as necessary to properly facilitate information gathering and sharing.
Scope Extent
We have assumed 4 coordination meetings
Task 1.6 – Document Control
The OE shall be recommend document control procedures to the City and be responsible for Project document control using the City’s SharePoint site.
Deliverables
Development of project specific procedures and protocols Management of the Document Control system
Scope Extent
Scope also includes an analysis of the City’s system, and whether any additional system is required to compliment SharePoint.
No software costs are included in this fee proposal
Design deliverables management of the Document Control system to be jointly managed by the OE & the City
Construction related deliverables management of the Document Control system to be managed by the City.
TASK 2 – ENVIRONMENTAL DOCUMENTATION SUPPORT
The overall scope of the Project was developed through separate feasibility studies completed to support the City’s SWMP. The primary objectives of the studies were to assess project alternatives and feasibility as well as to establish project budget and schedule to DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 meet the City’s overarching goal of achieve water self-sufficiency. The OE shall assist the City to develop technical/design information on various scope elements for the Project (e.g. groundwater production wells and injection well(s) in the Olympic Well Field, new AWTF for Olympic Well Field, new Olympic Pipeline, and upgrade/expansion of the Arcadia WTP) to support environmental documentation efforts. Technical support for environmental documentation may include, but not limited to, the following: conceptual site layout for the new AWTF and upgrade/expansion of the Arcadia WTP (assume up to 3 alternative site layouts), preliminary process design criteria, construction activity and schedules, power requirements, utility requirements, construction and operation methods, noise, pipeline alignment(s), coordination with existing WTP operations, and footprint and height of proposed improvements. Note that the OE is to provide technical support only to the City’s lead environmental documentation consultant. It is anticipated that a Supplemental Environmental Impact Report (EIR) will be prepared for the Project.
Deliverables
As necessary, per the above scope
TASK 3 – TECHNICAL SUPPORT FOR DESIGN BUILD (CONTRACT 3) Task 3.1 – DB Entity Procurement Services
The OE shall assist the City in review and assessment (evaluate any proposed technology innovations, project alternatives, and indicative cost estimate) of the Design-Build contractor team (DB Entity) selection. Due to the timing of the OE RFP and DB contractor procurement, the City will be leading and preparing the DB contractor RFQ and RFP. The OE will likely be selected and contracted to assist the City after the DB RFP have been issued.
Deliverables
As necessary, per the above scope
Task 3.2 – Design Project Meetings
The OE shall participate in weekly design meetings with the DB entity (in person or teleconference), key project design workshops (in person), and project design review meetings (in person) during the design phase of the progressive design-build process.
Deliverables
Weekly design meeting agendas and minutes
Design Workshop agendas and minutes
Design Review meeting agendas and minutes
Technical Memorandums as necessary
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 Scope Extent
We have assumed:
60 weekly design meetings
4 design workshops
8 Project review meetings
Task 3.2.1 – Building and Safety Code Compliance Meetings The OE shall also hold project meetings associated specifically with Building and Safety Code Compliance, where discipline specialists on the OE team and Design team can coordinate as needed.
Task 3.3 – Design and Guaranteed Maximum Price (GMP) Development Phase The OE shall assist the City during the design and GMP development phase by review design packages prepared by the selected DB entity. The OE shall actively coordinate with City staff and verify that City’s preferences are reflected in the design. The OE shall perform constructability and operability reviews if desired by the City. Key duties of the OE during the Design/GMP development phase include, but are not limited to, the following:
• Assist the City in review and assessment (evaluate any proposed technology innovations, project alternatives, and indicative cost estimate of the Design-Build contractor team during the design phase).
• Review pilot test program proposed by the DB entity and provide technical oversight during pilot testing conducted by the DB entity. The City has already purchased the Re-Flex Max CCRO Pilot from Desalitech and will turn it over to the DB entity to operate and refine the design criteria for the full-scale CCRO system.
• Perform Project design review and construction oversight consisting of schedule analysis, design review and validation, payment requests, change order requests, and review of quality control and quality assurance efforts by the DB Entity related to the design phase.
• Perform technical review of optional design concepts submitted by the DB Entity and prepare summary report on assessment as required.
• Provide advice and guidance to assist City Engineering staff in coordination and resolution of major project, permitting, environmental, and technical issues to accomplish efficient delivery of the Project.
• Provide independent engineering project cost estimates, evaluate and validate designbuild cost proposals, and assist City Engineering staff in the negotiations of the GMP (anticipated at 60% design of the overall design package). • Utilizing a collaborative approach, provide technical review and assist the City to negotiate performance guarantees and determine testing protocols to be included in the GMP.
Assist the City to determine if extended start-up testing/commissioning support by the DB DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 entity is warranted.
Deliverables
As necessary, per the above scope
Task 3.3.1 – Building and Safety Code Compliance Review The Owner’s Engineer shall also provide building and safety and code compliance review of the DB Entity’s design on behalf of the City. The OE shall act, on behalf of the City, to enforce and ensure compliance with building and safety codes (e.g., structural and electrical code compliance).
TASK 4 – OPTIONAL SERVICES
Task 4.1 – Program Management Technical Support
GHD will be able to provide additional program management technical support on the project as deemed necessary in the future.
Deliverables
As necessary, per the above scope and assumptions agreed upon with the City prior to authorization
Task 4.2 – Design Criteria Development
GHD will work with City staff to identify design preferences and develop Design Criteria that the DBE will adhere to in the project. This will be an early work item, likely done in parallel with CEQA support, with a target completion date of before February 2020.
Deliverables
Draft and Final Technical Memorandum on Design Criteria for the Project. As necessary, per the above scope
Task 4.3 – General Process Technical Support
Task 4.3.1 Arcadia Water Treatment Plant Existing/Baseline Performance Evaluation
The GHD team will work with City engineering and operations staff to establish baseline performance of the existing equipment at the Arcadia Water Treatment Plant. This will include field visits to the plant site, meetings with plant operations staff and engineers, and review of historical data on unit operations. Where applicable, the GHD team will put forth recommendations for optimization.
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 Deliverables
Draft and Final Technical Memorandum on Arcadia Water Treatment Plant Baseline Performance Assessment
As necessary, per the above scope
Task 4.3.2 Pilot Plant Technical Support
The GHD team will provide pilot plant technical support at the beginning of the project (first 6 to 8 months) to help establish an initial operating plan, and also assist with pilot plant startup and operational data review. This will include periodic site visits and meetings to with City staff to review operations. We have assumed the City will be responsible for installation, maintenance work, and day to day operations.
Deliverables
As necessary, per the above scope
Task 4.4 – Asset Management/CMMS Technical Support
The GHD team will provide technical support to City staff related to Asset Management and CMMS. GHD proposes to work with the City on their asset management program as follows:
GHD will conduct a “Discovery Workshop” and review the City’s structure, roles and responsibilities, business rules, policies, procedures, and methods used to determine how work is identified, approved, planned, scheduled, executed, completed and analyzed (IPSECA-methodology approach). The assessment will also identify potential gaps that could lead to delays and inefficiencies (time, material, labor). GHD will conduct a review and evaluation of current data and systems that support the City’s existing asset and work management practices. These systems may be manual or automated in nature (i.e. paper based, MS Excel, MS Access), identified from the Discovery Workshop or point solution tools (e.g., GIS). GHD will be onsite for three (3)- hours to perform the review of the systems. The purpose of this task is to identify potential integration touchpoints between the existing systems and a potential new AMS/CMMS as well as data migration efforts that would need to be accounted for from legacy systems with the new software solution.
Both the Discovery Workshop and System and Data review will produce the foundation for the Functional Requirements. GHD will prepare the initial list of functional requirements and facilitate a two (2) hour on-site Functional Requirements Workshop with City staff. The purpose of the workshop is to review and explain each of the AM/CMMS Functional Requirements with City staff, and to document desired software needs. This will be an interactive workshop and capabilities/functions will be added to and deleted from the requirements list. Additional topics of discussion during this meeting will include identifying potential vendor packages based on the desired functional requirements, and addressing outstanding questions or concerns. GHD will present the Functional Requirements in PowerPoint format (for ease of display and discussion) and the finalized Functional Requirements will be included as part of the software recommendation output. These functional requirements can be used by the City as part of future software procurement and selection processes. GHD will create a summary report which identifies up to three (3) relevant CMMS and up DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 to three (3) relevant AM solutions for the City based on our findings. This report will provide information on the software, recommended platforms, and planning-level cost estimates based as determined by the established Functional Requirements. Software specification information will also be provided in tabular form for side-by-side comparison purposes.
Deliverables
• Draft and Final Summary Report on Asset Management/CMMS DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 Exhibit B
Budget
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 Task # Task Description Mark Donovan ‐
Project Manager
Ryan Kristensen ‐
Deputy Project
Manager
Paul Hermann ‐
Program
Management Lead
Jamal Awad ‐
Technical Advisor
Services Lead
Mark Waer ‐ Lead
Process Engineer
Homayoun
Moghaddam ‐
Permitting
Hector Ruiz ‐ Project
Advisor
Senior Engineer ‐
Technical Lead: All
Disciplines
Project Engineer ‐ All
Disciplines
CAD Drafter
Administration
Support (Monica/
Emily)
GHD TOTAL
SPI
GSI
MNS
GHD Sub‐markup
(5%)
TOTAL HOURS
ODC's (3%)
TOTAL COST
$ 256.00 $ 171.00 $ 256.00 $ 256.00 $ 246.00 $ 256.00 $ 256.00 $ 256.00 $ 166.00 $ 141.00 $ 91.00 LS LS LS
1.1 Program Coordination and Management 76 92 32 40 32 20 16 16 16 16 24 81,900.00 $ $ 12,000.00 $ 2,000.00 $ 2,000.00 $ 800.00 380 2,937.00 $ $ 101,637.00
1.2 Project Funding 40 60 20,200.00 $ $ 2,000.00 $ 4,000.00 $ 2,000.00 $ 400.00 100 846.00 $ $ 29,446.00
1.3 Permitting 12 28 104 68 96 67,828.00 $ ‐ $ ‐ $ ‐ $ ‐ $ 308 2,034.84 $ $ 69,862.84
1.41.5 Project Coordination 40 48 20 12 24 24 36,768.00 $ ‐ $ $ 10,000.00 $ 10,000.00 $ 1,000.00 168 1,703.04 $ $ 59,471.04
1.6 Document Control 4 40 32 40 22,696.00 $ ‐ $ ‐ $ $ 20,000.00 $ 1,000.00 116 1,280.88 $ $ 44,976.88 Task 1 Sub‐totals 132 208 52 52 32 124 16 180 236 16 24 229,392.00 $ $ 14,000.00 $ 16,000.00 $ 34,000.00 $ 3,200.00 1072 8,801.76 $ $ 305,393.76 2 Environmental Documentation Support 40 80 24 24 24 12 48 64 80 40 83,016.00 $ $ 4,000.00 $ 2,500.00 $ 2,500.00 $ 450.00 436 2,760.48 $ $ 95,226.48 Task 2 Sub‐totals 40 80 0 24 24 24 12 48 64 80 40 83,016.00 $ $ 4,000.00 $ 2,500.00 $ 2,500.00 $ 450.00 436 2,760.48 $ $ 95,226.48
3.1 DB Entity Procurement Services 80 24 80 $ 45,064.00 $ 1,000.00 $ 1,000.00 $ 1,000.00 $ 150.00 184 1,441.92 $ $ 49,655.923.2 Design Project Meetings 154 184 92 100 100 16 96 104 190,576.00 $ ‐ $ ‐ $ ‐ $ ‐ $ 846 5,717.28 $ $ 196,293.28
3.2.1 Building and Safety Code Compliance Meetings 8 12 12 7,112.00 $ ‐ $ ‐ $ ‐ $ ‐ $ 32 213.36 $ $ 7,325.36
3.3 Design and GMP Development Phase 152 160 96 72 124 96 100 186,936.00 $ $ ‐ 25,000.00 $ ‐ $ $ 1,250.00 836 6,358.08 $ $ 219,544.08
3.3.1 Building and Safety Code Compliance 10 30 48 18,208.00 $ ‐ $ ‐ $ ‐ $ ‐ $ 88 546.24 $ $ 18,754.24 Task 3 Sub‐totals 386 368 268 172 224 34 0 234 264 0 0 422,576.00 $ $ 26,000.00 $ 1,000.00 $ 1,000.00 $ 1,400.00 1986 13,517.28 $ $ 491,572.88 SUBTOTAL OF TASKS 1‐3 892,193.12 $
4.1 Program Management Technical Support 163 437 $ 116,455.00 $ ‐ 600 3,493.65 $ $ 119,948.65
4.2 Design Criteria Development 20 40 20 20 20 235 20 67,950.00 $ $ ‐ 375 2,038.50 $ $ 69,988.50
4.3 General Process Technical Support $ ‐ 0 $ ‐ $ ‐
4.3.1 Arcadia Treatment Plant Baseline Performance Evaluation 10 10 10 30 12,560.00 $ $ 14,800.00 $ 1,776.00 60 820.80 $ $ 29,956.80
4.3.2 Pilot Plant Technical Support 20 20 70 21,660.00 $ $ 24,000.00 $ 2,880.00 110 1,369.80 $ $ 49,909.80
4.4 Asset Management/CMMS Technical Support 60 80 28,640.00 $ $ ‐ 140 859.20 $ $ 29,499.20 Task 4 Sub‐totals 213 477 20 30 50 0 60 0 415 0 20 247,265.00 $ $ ‐ 38,800.00 $ ‐ $ $ 4,656.00 1285 1,334.40 $ $ 299,302.95 TOTAL (Including Optional Tasks) 771 1133 340 278 330 182 88 462 979 96 84 982,249.00 $ $ 82,800.00 $ 19,500.00 $ 37,500.00 $ 9,706.00 4779 25,079.52 $ $ 1,191,496.07 % Contribution on Project 16% 24% 7% 6% 7% 4% 2% 10% 20% 2% 2% Task 4 – Optional Tasks
5/22/2019
Task 1 – Program Management
Task 2 – Environmental Documentation Support
Task 3 – Technical Support for Design Build (Contract 3)
NOT USED BY CITY
City of Santa Monica ‐ Owner’s Engineer for the Olympic Well Field Restoration and Arcadia Water Treatment Plant Expansion Project
PROPOSED TOTAL FEE
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 Exhibit C
Insurance Requirements and Verifications
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 1 Professional Services Agreement Insurance Requirements – Template 1 Professional Liability Insurance Required
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors.
Minimum Scope and Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).
4. Professional Liability: Insurance appropriate to the Consultant’s profession with limits of no less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate.
If the Consultant maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to any broader coverage and higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.
Other Insurance Provisions
1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 2 behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, the Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Consultant to purchase coverage with a lower retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Santa Monica.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.
Claims Made Policies
1. If the Professional Liability policy provides “claims made” coverage:
a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7 3 b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another “claims made” policy form with a Retroactive Date prior to the effective Agreement date, the Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.
Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them.
The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.
Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Consultant resulting from said breach.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.
Footnotes
# 1: Workers’ Compensation insurance coverage is not required if the Consultant does not have employees. The Consultant must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.
DocuSign Envelope ID: B0493407-C299-4FAB-898F-3B47BB3E2EB7