Contract No. 11181 (CCS)
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _____________, 2021 (“Execution Date”), by and between the City of Santa Monica (“City”) and ES ENGINEERING SERVICES, LLC (“ES ENGINEERING SERVICES” or “Consultant”), 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. ES ENGINEERING SERVICES is qualified to do business, and is doing business, in the State of California. ES ENGINEERING SERVICES represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.
C. The City and ES ENGINEERING SERVICES now desire to enter into an agreement for ES ENGINEERING SERVICES 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 five (5) calendar years after the Execution Date, unless sooner terminated in accordance with Section 14.
2. ES ENGINEERING SERVICES. ES ENGINEERING SERVICES shall perform all of the services (“Services”) described in Exhibit A, Scope of Services, and further detailed in the Specific Work Plan. ES ENGINEERING SERVICES shall complete the Services in accordance with Exhibit B, Budget.
3. City Services. The City agrees to:
3.1 Make available to ES ENGINEERING SERVICES 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 ES ENGINEERING SERVICES.
4. Compensation. The City shall compensate ES ENGINEERING SERVICES for the Services performed in an amount not to exceed $621,923, as set forth in Exhibit B. - 1 -
DocuSign Envelope ID: DC73B454-C80D-4173-AE59-EB2A3583FE82 9/20/2021
5. Invoices. ES ENGINEERING SERVICES 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, 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:
City of Santa Monica
Office of Sustainability and the Environment
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: James Velez-Conway
Re: Contract No. 11181 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. 11181 CCS
6.2 All notices, demands, requests or approvals to ES ENGINEERING SERVICES:
ES ENGINEERING SERVICES, LLC dba Montrose Environmental Solutions
1631 East Saint Andrews Place
Santa Ana, California 92705
Attention: Dane Nygaard
Re: Contract No. 11181 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 ES ENGINEERING SERVICES or any of ES ENGINEERING SERVICES’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 ES ENGINEERING SERVICES, and approved as to form by the City Attorney. - 2 -
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9. Insurance. Prior to commencing work, ES ENGINEERING SERVICES 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 ES ENGINEERING SERVICES or ES ENGINEERING SERVICES’s agents, representatives, employees or subconsultants for the duration of this Agreement. ES ENGINEERING SERVICES 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 ES ENGINEERING SERVICES’s Services produced under this Agreement, ES ENGINEERING SERVICES 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 ES ENGINEERING SERVICES, or ES ENGINEERING SERVICES’s employees, agents, officers, and subconsultants. ES ENGINEERING SERVICES’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 ES ENGINEERING SERVICES, its employees, agents or officers, or subconsultants; provided, however, that ES ENGINEERING SERVICES’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 ES ENGINEERING SERVICES’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from ES ENGINEERING SERVICES, if City chooses to do so.
10.2 Enforcement Costs. ES ENGINEERING SERVICES 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 ES ENGINEERING SERVICES 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.
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11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of ES ENGINEERING SERVICES or of any general partner or joint venturer or syndicate member of ES ENGINEERING SERVICES, if a partnership or joint venture or syndicate exists, which results in changing the control of ES ENGINEERING SERVICES, 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. ES ENGINEERING SERVICES, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.
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 ES ENGINEERING SERVICES 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 ES ENGINEERING SERVICES.
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 ES ENGINEERING SERVICES. Upon termination of this Agreement, City will pay ES ENGINEERING SERVICES any compensation earned and unpaid up to the effective date of termination.
15. Compliance with Law. ES ENGINEERING SERVICES 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. ES ENGINEERING SERVICES 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. ES ENGINEERING SERVICES 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 ES ENGINEERING SERVICES 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. ES ENGINEERING SERVICES must keep the records, together with supporting documents, - 4 -
DocuSign Envelope ID: DC73B454-C80D-4173-AE59-EB2A3583FE82 separate from other documents and records and maintain them for a period of three years after receipt of final payment.
18.2 ES ENGINEERING SERVICES must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. ES ENGINEERING SERVICES must clearly identify all records and make them readily accessible to the City. At the City’s request, ES ENGINEERING SERVICES must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
18.3 ES ENGINEERING SERVICES must allow the City to have free access to ES ENGINEERING SERVICES’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 ES ENGINEERING SERVICES’s records, and ES ENGINEERING SERVICES 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 ES ENGINEERING SERVICES, ES ENGINEERING SERVICES 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 ES ENGINEERING SERVICES or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by ES ENGINEERING SERVICES or any subconsultant pursuant to this Agreement may be made available to any individual or organization by ES ENGINEERING SERVICES without prior written approval by City.
19.2 At the City’s request, ES ENGINEERING SERVICES must furnish reports concerning the status of the Services.
20. Standard of Care. ES ENGINEERING SERVICES 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 ES ENGINEERING SERVICES’s profession currently practicing in the same locality under similar conditions.
21. Subconsultants.
21.1 If ES ENGINEERING SERVICES proposes to have any subconsultant perform any part of the Services, ES ENGINEERING SERVICES 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. - 5 -
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21.2 ES ENGINEERING SERVICES will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between ES ENGINEERING SERVICES 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. 11181 (CCS) entered into between the City of Santa Monica and ES ENGINEERING SERVICES 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 ES ENGINEERING SERVICES 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.
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. ///
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DocuSign Envelope ID: DC73B454-C80D-4173-AE59-EB2A3583FE82
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:
GEORGE CARDONA
Interim City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By:
JOHN JALILI
Interim City Manager
ES ENGINEERING SERVICES, LLC
By:
Name:
Title:
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DocuSign Envelope ID: DC73B454-C80D-4173-AE59-EB2A3583FE82 9/14/2021
9/14/2021
Dane Nygaard
Senior Manager
Exhibit A - Scope of Services
SCOPE OF WORK
The routine scope of work for monitoring, maintenance and troubleshooting, and reporting requirementsfor City’s Landfill includes bi-weekly, quarterly, annual, and as needed tasks. There are three general categories of services which the City is currently soliciting: 1) Operation, Maintenance, and Monitoring of the LFG Control System; 2) Monitoring of the probe system in accordance with the City’s AQMD Rule 1150.1 Compliance Plan; and 3) Miscellaneous Services.
Montrose has the professional experience and resources to meet the required scope of work.
As the incumbent consultant, Montrose understands that the landfill and the LFG Control system are operated in compliance with the SCAQMD conditionally approved Rule 1150.1 Compliance Plan, the 2004 SCAQMD permit to operate #F66238 and the 2003 SCAQMD permit to operate #F59249. The City of Santa Monica Landfill #2 is under the oversight of the County of Los Angeles Department of Public Health (LEA). Reports containing the results of monitoring events are submitted to both agencies on a quarterly basis.
Montrose understands that required monitoring is performed on a bi-weekly, quarterly and annual basis and reported quarterly for the ISM, ISS, probe monitoring, well monitoring and system monitoring. A summary table of the required monitoring and O&M schedule, according to Permits to Operate F66238 and F59249 and the 2018 Compliance Plan #567444 is provided as Appendix E. The following tasks are grouped in categories stated in the RFP for the ease of reference.
1. Operation, Maintenance and Monitoring of the LFG Control System As stated before, our approach to monitoring and maintenance issimple: We are proactive! This is what we do and we are well known for our expertise. We understand the importance of the proper LFG system operation for the safety of the environment. The LFG equipment will be properly maintained and kept in good operating condition at all times. Montrose’s senior personnel assigned to this project has extensive experience in the field of landfill gas collection system design, operation and maintenance of the systems, regulatory compliance and reporting.
We will provide all operation, maintenance, and monitoring services for the existing LFG control system at the site.
LFG System Monitoring – Bi-weekly
Landfill Gas System Monitoring
Montrose will monitor the LFG system on a bi-weekly basis as required according to the 6th, 10th and 12th conditions in permit #F66238. During the bi-weekly activities Montrose will inspect the blower and LFG components and monitor for methane using an FID. If leaks detected above 500 parts per million by volume (ppmv) occur, they will be reported to the City and AQMD within 24 hours and repaired within 3 working days. In addition, the outlet of the carbon vessels will be monitored for VOC breakthrough (above 20 parts per million by volume) using a photoionization DocuSign Envelope ID: DC73B454-C80D-4173-AE59-EB2A3583FE82 detector (PID). The condensate sumps will also be inspected, maintained and the condensate tank will be inspected for fluid levels on a bi-weekly basis. Additionally, Montrose will observe and report the proper operation of the compressor and fluids within the knockout tank.
LFG System Monitoring - Quarterly
Well Field Monitoring
Subsequent to the quarterly probe monitoring, Montrose will monitor the gas extraction wells and will make the appropriate well head adjustments to control flow based on the well data and probe monitoring data. Knowing the methane concentrations in the gas probes before the wells are monitored makes it easier for the technician to determine the appropriate LFG well adjustments asthe LFG well readings are collected. Each well, wellhead, control assembly, sumps and all other components of the system are monitored and checked to verify that they are tight and functioning properly. Montrose will check vacuum using a manometer at each well and well lateral to verify that vacuum is constant throughout the LFG system. A GEM 5000 or equivalent gas monitor will be used to monitor LFG gas for methane, oxygen, carbon dioxide and hydrogen sulfide and a TSI thermal anemometer or equivalent will be used to measure landfill gas flow from the wells and temperature in wells.
Blower Station Operation and Maintenance
All components of the blower station will be checked and monitored quarterly for proper operation and need for maintenance and/ or repairs or replacement. At a minimum the monitoring will include;
Monitor the blower station and include operating information in the quarterly report, The blower performance will be checked for abnormal operation. If problems are found or suspected, corrective action will be taken and documented in the quarterly reports. Check the water level in the condensate sumps,
Check all valves,
Check blower station environment for cleanliness, removing trash regularly, Check the water level in the condensate water tank. Arrange for and coordinate water removal and disposal when the tank is 80% full,
Arrange for and coordinate carbon replacement as needed, Monitor the gas quality before the carbon canisters, between the carbon canisters and after the blower, and
Check the flow before the carbon canisters.
Montrose will monitor the LFG system using a PID to confirm that the LFG system is reducing NMVOCs to 20 ppmv or less. If NMVOCs breakthrough above 20 ppmv the spent carbon will be DocuSign Envelope ID: DC73B454-C80D-4173-AE59-EB2A3583FE82 replaced and disposed of properly. Montrose evaluated historical carbon loading and the need for carbon replacement occurs approximately every year.
Indoor Air Monitoring
Indoor air monitoring is a requirement requested by the LEA in the December 22, 1997 Interim Landfill Gas Control System at the Santa Monica Corporation Yard correspondence. The current SCAQMD compliance plan and permitsto operate do not require indoor air monitoring. However, indoor air monitoring has been conducted in the past and Montrose will continue to conduct indoor air monitoring on a quarterly basis until notified otherwise. Montrose will perform monitoring of the interior of each fully enclosed on-site structure to assess the potential migration of LFG and accumulation of both potentially explosive concentrations of combustible gases as well as potentially toxic or carcinogenic gases in the enclosed structures at the site.
Montrose will use a flame ionization detector (FID), to monitor and assess concentrations of explosive gases and total organic vapor within the structures. All monitoring equipment shall be calibrated daily prior to the startup of the work. Any readings exceeding 500 ppmv at any areas within indoor structures, near any cracks, joints or utility piping protruding from concrete or asphalt, shall be recorded on a map, and the City shall be notified.
Integrated Surface Sampling (ISS)
This sampling event is conducted quarterly to test for toxic air contaminants (TAC) and total organic compounds (TOC) across the unpaved section of the landfill. Montrose shall perform ISS over the pre-established walk pattern identified on Figure 2, of the Arthur D Little Submittal of a Revised Rule 1150.1 Compliance Plan dated August 20, 1999. ISS shall be conducted when the landfill is dry and average wind speed is 5 mph or less, and the instantaneous wind speed is 10 mph or less. During sample collection, the sample tip shall be maintained between 0 to 3 inches above the landfill surface, as the technician walks at a speed of 2-3 miles per hour over a 2,600 linear-foot walking pattern within the grid. The sample shall be collected in a 10-liter Tedlar bag that is enclosed in a light sealed box. Only one sample will be required; as the total area of the unpaved section of the landfill is well below 50,000 square feet. The sample will be submitted to a certified laboratory under Chain-of-Custody procedures and analyzed for TAC listed in SCAQMD 1150.1 Table 1 Toxic Air Contaminants (Core Group) by EPA Method TO-15 and EPA Method 15/16, NMOCs as hexane, methane and fixed gases by SCAQMD Method 25.1, and upon an SCAQMD written request for additional TAC as listed in SCAQMD 1150.1 Table 2 Toxic Air Contaminants (Supplemental Group).
Instantaneous Surface Monitoring (ISM)
Instantaneous surface monitoring (ISM) shall be conducted quarterly over the pre-established walk pattern identified on Figure 2, of the Arthur D Little Submittal of a Revised Rule 1150.1 Compliance Plan dated August 20, 1999 to identify the locations of areas with excessive landfill gas emissions. Landfill gas emissions will be monitored using a Thermo TVA 1000B portable FID or equal, calibrated prior to the start of the work, while walking a pre-established pattern at a DocuSign Envelope ID: DC73B454-C80D-4173-AE59-EB2A3583FE82 speed of 1 to 2 feet per second. At all times the monitoring probe tip shall be maintained at approximately 0 to 3 inches above the landfill surface. The concentration of any readings exceeding 500 ppm and the location of that reading at areas of cap failure or fissures, etc., shall be recorded on a map, and the City shall be notified.
LFG System Monitoring - Annually
LFG System Monitoring
On an annual basis, Montrose will perform hydrogen sulfide, TOC and TAC emissions monitoring of the LFG system. Landfill gas entering the gas control system will be collected using a 10-liter Tedlar bag collected over a 10-minute period of time and submitted to a certified analytical laboratory. The sample will be analyzed for hydrogen sulfide using EPA Method 15/16, VOCs using EPA Method TO-15 and fixed gases, TGNMOCs as Hexane and Methane using SCAQMD Method 25.1. Ambient air samples are not required according to the 2018 Compliance Plan and therefore will not be sampled.
Report Preparation
Montrose will prepare a Quarterly Report forsubmittal to the SCAQMD and the LEA documenting the monitoring results, and corrective actions taken, if any, during each quarter. The report will contain a summary of the site background, a summary of the operations of the previous quarter, description of the sampling and monitoring procedures used, tabulated probe and well monitoring data, ISS and ISM monitoring data, and discussions of the exceedances, if any, and corrective actions and mitigation measures taken to correct a methane exceedance. The report will also include a photographic logs any areas of concern that were observed and/or repaired.
The report will also include copies of the calibration logs, laboratory reports, and other forms and supporting information regarding field monitoring, operations and maintenance. The quarterly report will be submitted to the City for review and comments prior to the submittal to the SCAQMD and the LACDHS within 20-25 days after the end of each reporting quarter. Report records will be kept for a minimum of two years and will be available to the City or the AQMD upon request.
2. Monitoring of the probe system in accordance with the City’s South Coast Air Quality Management District Rule 1150.1 Compliance Plan Twenty-nine perimeter probes, eight trench probes, and five landfill probes are located at the landfill of which 24 multi-level perimeter probes and 6 trench probes are compliance probes; the remaining 12 probes are installed at various locations for monitoring and wellfield adjustment purposes. Montrose will monitor the perimeter probes prior to monitoring the LFG wells.
Identifying the probes with elevated methane concentrations enables the technician to make appropriate vacuum and well flow adjustments in the field during the LFG well monitoring. Each probe is monitored for the presence of carbon dioxide, oxygen, total organic compounds (TOC) measured as methane and hydrogen sulfide using a Landtec® Gas Emission Monitor (GEM™) 5000 DocuSign Envelope ID: DC73B454-C80D-4173-AE59-EB2A3583FE82 or equivalent gas monitor. The static pressure of each perimeter gas migration probe is checked first using the GEM™ or a Magnehelic® pressure gauge. Then, prior to measuring the gas concentrations, a minimum of one probe casing volume of gas is evacuated using the GEM™ pump. The data recorded includes the date, probe number, static pressure and gas component concentrations for each probe. The GEM™ unit is calibrated prior to performing monitoring.
Annually, a PID will be used to measure TAC concentrations within each compliance probe.
If a perimeter probe concentration of TOC exceeds 2% by volume and the probe is greater than 100 feet from the refuse, Montrose will use the grid method to instantaneously monitor the surface between the refuse boundary and the perimeter probe.
Annually, Montrose will collect a Tedlar bag sample for TAC analysis from the probe with the highest concentration during any of the monitoring periods within the year; if the FID concentration does not exceed 5% by volume in any of the probes. No bag samples are required for TOC. However, if FID concentrations of TOC exceed 5% by volume in any of the compliance probes, Montrose will collect one bag sample annually from the probe with the highest concentration for TOC and TAC laboratory analysis.
3. Miscellaneous Services
Under Miscellaneous Services, Montrose will be responsible for compiling and submitting draft reports for City approval, and final copies to the regulatory agencies, as well as special reports that may be required by the City.
Other services may include installation of additional wells, consultation on general site management such as grading or infrastructure activitiesthat might disturb the landfill cap, lateral installation, header repair, sump repair and response to time-sensitive regulatory compliance issues. Non-routine equipment related maintenance or repairs would also be included.
Information gathered during the project by Montrose is considered confidential and will be released only upon written authorization by the Client asrequired by law. California law requires a person to inform the State if a situation is encountered that can be considered an immediate endangerment to the public's health or welfare and/or the environment.
The results contained in any oral or written report will be based upon the information acquired at the time of the investigation. It is possible that not all conditions will be identified during this project. The work will be consistent with the level of care and skill ordinarily exercised by members of our profession currently practicing under similar conditions in Southern California.
No warranty is expressed or implied.
This proposal is the property of Montrose and may be used only by the City and only for the purposes stated, within a reasonable time from its issuance.
LIMITATIONS
DocuSign Envelope ID: DC73B454-C80D-4173-AE59-EB2A3583FE82 Exhibit B - Budget
Tasks Year 1 Year 2 Year 3 Year 4 Year 5
Proposal
Total
I. Operation, $66,802 $66,802 $68,806 $70,870 $72,996
Maintenance, and
Monitoring of LFG
Control System
II. Monitoring of Probe $10,687 $10,687 $11,008 $11,338 $11,678 System
III. Miscellaneous Tasks $42,503 $42,503 $43,778 $45,091 $46,444 Totals (not to
exceed)
$119,992 $119,992 $123,592 $127,229 $131,118 $621,923
Assumptions and Basis of Cost
The proposed cost shown above would remain the same for the first 2 years with a slight 3% increase for the years 3, 4 and 5. The estimated costs are based on the following assumptions and limitations:
Cost does not include replacement of a major components of the system, if necessary.
Montrose will provide the City with an estimate cost on a time and material basis based on our current Rate Sheet (attached) and vendors’ cost of the equipment prior to implementation.
DocuSign Envelope ID: DC73B454-C80D-4173-AE59-EB2A3583FE82 Montrose evaluated the carbon usage based on the site’s recent history and has estimated that the carbon will need to be replaced approximately once a year to remain in compliance with the SCAQM compliance plan. The cost of one carbon replacement per year is included in the proposal. If any additional carbon replacements are necessary Montrose will provide the City with a cost estimate on a time and material basis based on our current Rate Sheet (attached) and vendors’ cost of the equipment and material. If a carbon changeout is not required throughout the year, the carbon changeout will not be billed on the quarterly invoices.
Montrose has included the cost to pump out the 600-gallon condensate tank three times throughout the year. The number of times this condensate tank may be needed to be pumped out varies due to weather and subsurface conditions. If any additional condensate removal events are necessary, Montrose will provide the City with a cost estimate on a time and material basis based on our current Rate Sheet (attached) and vendors’ cost of the equipment and material. If a condensate removal event is not required throughout the year, the condensate removal event will not be billed on the quarterly invoices.
Montrose has provided 12 hours of project manager’s time for “as-needed consulting” per month. Any additional time for document review, site visit, meetings, requested and approved by the City on as-needed basis, will be billed at our current rates (attached). The work will be performed in OSHA Level D protection (including hard hat and safety vest).
At no time shall the title to hazardous substances,solid wastes, petroleum contaminated, or the other regulated substances pass to Montrose, nor shall any provisions of this Agreement be interpreted to obligate Montrose to assume status of a “generator,” “transporter,” “operator,” or “treatment, storage, or disposal facility” under state or federal law.
DocuSign Envelope ID: DC73B454-C80D-4173-AE59-EB2A3583FE82 Exhibit C
Insurance Requirements and Verifications
Professional Services Agreement Insurance Requirements – With Professional Liability
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/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 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 the Consultant has no owned autos, Code 8 (hired) and Code 9 (nonowned), 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 a limit of not less than $1,000,000 each claim/$2,000,000 in the annual aggregate (see footnote #2).
5. Pollution Legal Liability: Contractor shall maintain Pollution Legal Liability Insurance with a limit of not less than $1 million each occurrence or claim and a $2 million annual aggregate.
If the Consultant maintains higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to coverage for the higher limits maintained by the Consultant. 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
DocuSign Envelope ID: DC73B454-C80D-4173-AE59-EB2A3583FE82
1. The policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status (CGL): 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 behalf of Consultant including materials, parts or equipment furnished in connection with such work or operations. General liability 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.
b. Primary Coverage: (CGL, Auto, and Professional Liability): For any claims related to this contract, the Consultant’s insurance shall be primary as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or selfinsurance 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 (all policies): 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 (all policies): 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.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Santa Monica for all work performed by the Contractor, its employees, agents and subcontractors.
Deductibles and Self-Insured Retentions
Any deductibles or 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 deductible or retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers 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
DocuSign Envelope ID: DC73B454-C80D-4173-AE59-EB2A3583FE82
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.
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 providing the insurance coverage required herein. 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. Alternatively, the City of Santa Monica may purchase such coverage (but has no special obligation to do so), and without further notice to the Consultant, the City may deduct from sums due to the Consultant any premium costs advanced by the City for such insurance.
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
DocuSign Envelope ID: DC73B454-C80D-4173-AE59-EB2A3583FE82 #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.
#2: Professional Liability insurance is required if the Consultant is providing a professional service regulated by the State (e.g., insurance agents, doctors, lawyers, architects, engineers, certified public accountants, etc.). However, some Consultants,such as software designers, claims administrators, or human resources professionals, should also carry Professional Liability insurance. Contact Risk Management for guidance.
DocuSign Envelope ID: DC73B454-C80D-4173-AE59-EB2A3583FE82