- 1 -
Contract No. 10968
PROFESSIONAL SERVICES AGREEMENT FOR DESIGNERS
This Professional Services Agreement (“Agreement”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica (“City”) and Stantec Consulting Services, Inc. (“Stantec” or “Design 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. Design Consultant is qualified to do business, and is doing business, in the State of California. Design Consultant represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.
C. The City and Design Consultant now desire to enter into an agreement for Design Consultant 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, 2023 (“Expiration Date”), unless sooner terminated or extended in accordance with the provisions of this Agreement.
2. Design Consultant Services. Design Consultant will perform all of the services (“Services”) described in Exhibit A, Scope of Services. Design Consultant will complete the Services in accordance with Exhibit B, Budget and will promptly examine and respond to all documents submitted to Design Consultant by City.
3. City Services. The City agrees to:
3.1 Make available to Design Consultant 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 Design Consultant.
4. Compensation. The City will compensate Design Consultant for the Services performed in an amount not to exceed $430,598 (Four Hundred Thirty Thousand Five Hundred and Ninety-Eight Dollars), as set forth in Exhibit B.
DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F 5/19/2020
- 2 -
5. Invoices. Design Consultant 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 Mobility Division
1685 Main Street
Santa Monica, California 90401
Attention: Joseph SanClemente, Principal Transportation Planner Re: Contract No. 10968
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. 10968
6.2 All notices, demands, requests or approvals to Design Consultant:
Stantec Consulting Services, Inc.
38 Technology Drive
Irvine, CA 92618-5312
Attention: Sherry Weinmeier, Principal
[email protected]
Re: Contract No. 10968
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 Design Consultant or any of Design Consultant’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 Design Consultant, and approved as to form by the City Attorney.
DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F - 3 -
9. Insurance. Prior to commencing work, Design Consultant 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 Design Consultant or Design Consultant’s agents, representatives, employees or subconsultants for the duration of this Agreement. Design Consultant 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.
10.1.1 Hold Harmless for Design Professional Services.
To the fullest extent permitted by law (including, without limitation California Civil Code Section 2782.8), Design Consultant agrees to defend, indemnify, and hold harmless the City, its board and council members, officers, employees and agents (“City Indemnitees”) from and against any and all losses, costs, liabilities, claims, damages, actions, judgments, settlements, expenses, defense costs, reasonable attorneys’ fees, costs, fines and penalties (“Losses”) that arise out of, pertain to, or relate to the Design Consultant’s negligence, recklessness or willful misconduct in the performance of professional services under this Agreement.
10.1.2 For Other Claims.
Except as otherwise set forth in the preceding paragraph regarding Claims Arising From Design Services, Design Consultant agrees to defend, indemnify and hold harmless the City Indemnitees from and against any and all Losses to the extent caused or claimed to be caused by the acts, errors and/or omissions of the Design Consultant (other than professional negligence, which is covered under Section 10.1.1, above), or recklessness or willful misconduct by Design Consultants (or its contractors or subcontractors, if any). Design Consultant’s responsibilities under this provision 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 Design Consultant (or its contractors or subconsultants); provided, however, that Design Consultant’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.
The provisions of the above indemnification obligations shall survive any termination of this Agreement.
10.2 Enforcement Costs. Design Consultant agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.
DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F - 4 -
11. Prohibition Against Transfers.
11.1 Design Consultant 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 Design Consultant or of any general partner or joint venturer or syndicate member of Design Consultant, if a partnership or joint venture or syndicate exists, which results in changing the control of Design Consultant, 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. Design Consultant, 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 Design Consultant 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 Design Consultant.
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 Design Consultant. Upon termination of this Agreement, City will pay Design Consultant any compensation earned and unpaid up to the effective date of termination.
15. Compliance with Law. Design Consultant 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. Design Consultant 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. Design Consultant 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.
DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F - 5 -
18.1 Design Consultant 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. Design Consultant 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 Design Consultant must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. Design Consultant must clearly identify all records and make them readily accessible to the City. At the City’s request, Design Consultant must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
18.3 Design Consultant must allow the City to have free access to Design Consultant’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 Design Consultant’s records, and Design Consultant 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 Design Consultant, Design Consultant 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 Design Consultant or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by Design Consultant or any subconsultant pursuant to this Agreement may be made available to any individual or organization by Design Consultant without prior written approval by City.
19.2 At the City’s request, Design Consultant must furnish reports concerning the status of the Services.
20. Standard of Care. Design Consultant 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 Design Consultant’s profession currently practicing in the same locality under similar conditions.
21. Subconsultants.
21.1 If Design Consultant proposes to have any subconsultant perform any part of the Services, Design Consultant must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F - 6 -
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 Design Consultant will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between Design Consultant 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. 10968 (CCS) entered into between the City of Santa Monica and Design Consultant 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 Design Consultant 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.
DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F 5/19/2020
- 7 -
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
Exhibit D Prevailing Wage Job Acknowledgement Form
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
STANTEC CONSULTING SERVICES,
INC.
By: ________________________________
Name: SHERRY WEINMEIER
Title: Principal
DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F 4/21/2020
George S. Cardona
Acting City Attorney
4/21/2020
5/19/2020
Lane Dilg
City Clerk City Attorney
5/19/2020
Denise Anderson-Warren
Exhibit A
Scope of Services
Design Consultant will provide transportation planning and engineering design services for the City’s Safe Routes to School (SRTS) Pedestrian Safety Improvements at Six Schools project.
Task 1—Background Research
a. Following the kick-off meeting with the City, Design Consultant will research and obtain available as-built record drawings, reports, assessor's parcel maps, right-ofway maps, street centerline ties, utility information, aerial photos, topographic mapping, and other pertinent information for the Project from the City, County, or other applicable agencies as appropriate.
b. Design Consultant will also make field visits as required to evaluate and document existing conditions.
Deliverables: List of available documents, data, and information collected.
Task 2—Existing Conditions Assessment
Design Consultant will perform field observations at each of the schools during the peak activity periods to assess the flowing existing conditions:
a. Loading Zone and Access: Design Consultant will visit each of the schools and evaluate drop-off and pick-up circulation and access to each campus and make final recommendations to reduce congestion and improve safety and efficiency and/or operations of the school.
b. Pavement Markings and Signage: Design Consultant will evaluate the existing pavement markings and signage on the roadways adjacent to each of the school campuses and make recommendations to improve safety and/or operations at the school.
c. Conduct Field Observations of each location identified in the City’s RFP and in the Walk Audit Report to identify feasibility and identify any physical constraints:
Design Consultant will visit each of the schools and each of the locations identified in the RFP and the Walk Audit Report and evaluate the feasibility of implementing the proposed improvements and also identify any constraints or alternative solutions.
Deliverables: A concise summary of existing school access and circulation patterns, issues reserved at each school during pick-up/drop-off and recommendations to improve access/operations and signage and striping on the roadways adjacent to each school.
DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F Task 3—Meetings, Public Outreach and Coordination
Design Consultant will provide the following meetings, coordination and materials:
a. Conduct a kick-off meeting with the project team and City staff at City Hall. b. Conduct up to two design coordination meetings with City and SMMUSD to discuss and coordinate the proposed project with SMMUSD master planning efforts.
c. Conduct up to three design coordination meetings with City staff, at City Hall, as needed.
d. Conduct bi-weekly conference calls with the City project manager to provide updates on progress and discuss any issues. Design Consultant will make available key project team members of the project team as needed to resolve issues. e. Up to six meetings with the schools (one per school). f. Up to four stakeholder meetings. These may include meetings with neighborhood groups, local commissions, and/or other key holders/abutters. g. Produce high-quality presentation materials, easy to understand drawings, exhibits, renderings and/or other graphics and information materials needed to support City staff with public outreach and participation.
Deliverables: Presentation materials, meeting agendas, meeting materials, meeting notes, outreach materials, and project schedule updates (as needed).
Task 4—Surveys and Base Maps
Design Consultant will provide aerial and topographic design survey within the project limits at the level of detail necessary to verify existing conditions and design the proposed improvements at all school locations.
Aerial Topography: Current aerial topography and existing plainmetrics data will be obtained for the property. The photography will be flown for use at a scale of 1” = 40’, with contours compiled at 1-foot intervals. Spot elevations and existing site features identifiable from photography will also be compiled. In an effort to provide sufficient coverage for design, the aerial limits will extend to cover project limits.
This line item includes the field work to set horizontal and vertical control required for the aerial effort, which will be based on NAD83 and NAVD88.
Having an aerial topographic map would give the design team the ability to prepare preliminary engineering studies and once the feasibility of the proposed improvements is DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F determined, supplemental topographic surveys may be required at the curb extension and ramp areas.
A color digital ortho-photo will be prepared from the photography. The ortho-photo will be a rectified image so as to closely match the compiled topography, providing the capability to prepare accurate, color exhibits on subsequent efforts.
Deliverables: A digital CAD file containing the resulting data and digital TIFF image(s) of the ortho-photography along with corresponding geo-referenced World files to allow for seamless integration of the photo into the compiled topography and other drawings.
Supplemental Topography: As a supplement to the aerial effort, conventional ground survey will be used to spot verify the aerial topography and obtain additional detail in key areas. The supplemental data will be used in conjunction with the aerial mapping to create a single topographic map that will be used as the basis for design.
Design Consultant have budgeted supplemental topography at several areas where the City is proposing curb extension and other intersection improvements. This level of effort may need to be re looked once the preliminary phase select the preferred alternatives for each school.
Deliverables: Digital CAD file containing the resulting data.
Centerline: Monuments will be observed to retrace the centerlines of those areas within the limits of the supplemental topo. The results will be incorporated into a base-map illustrating existing centerline conditions.
Available agency research, prior surveys, and assessor parcel maps will be used to prepare the base-map. This will not be a full and complete boundary survey of the adjacent land parcels. Survey monuments located and indicated on the survey will be limited to existing, centerline monuments found within the supplemental topo limits.
Deliverables: Digital CAD file containing the resulting base-map data.
Task 5—Preliminary Design Development (30% Design)
Before initiating the final design phase, Design Consultant will carefully reviewing the feasibility and constructability of the concepts previously studied to meet the City’s objectives for this project. Design Consultant will build upon City’s preliminary findings and recommendations of the Walk Audit Report and introduce other ideas and complete street elements to enhance the end-user experience. Once the background research has been completed and the survey and base maps have been created, Design Consultant will work, in close coordination with City staff and evaluate, verify and refine the DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F recommendations provided in the City’s RFP and identified in the walk audit and then develop 30% design plans. Where needed for each of the proposed improvements, Design Consultant will provide alternatives for consideration and selection.
Design Consultant will:
• Test all preliminary designs for geometric constraints; best practices for bicycle and pedestrian design (e.g., NACTO); drainage impacts; safety and visibility; lighting photometrics (where appropriate); utility relocation needs, impacts to existing trees; and American with Disabilities Act and Guidelines (ADA &G) compliance.
• Conduct turning radius assessment (e.g., Auto Turn) for each design for all appropriate design vehicles (of primary concern will be Blue Bus and Fire’s Hazmat).
• Identify any signal modifications that may be required as part of improvements (e.g., signal equipment modifications that may be required as part of the proposed improvements.
For each alternative, Design Consultant would develop a rough order of magnitude cost estimate and identify any R/W, permitting, construction, drainage and utility impacts.
Design Consultant would discuss and review the pros and cons of any design considerations with City staff and document the approach for final design.
Design Consultant will meet with City staff and all other stakeholders and develop the preferred alternative for each desired improvement. Design Consultant allow up to two revisions based on comments. Design Consultant has allocated in the project schedule blocks of time to conduct meetings, public outreach and coordination throughout the design process.
Deliverables: 30% plan design concepts at each location (with alternatives if required), supporting documentation, and materials as appropriate (e.g. plan views, cross sections, sketches, Autoturn, cost estimates, supporting analysis, etc.) and preferred alternative to advance to PS&E.
Task 6—Design Documents (PS&E 60%, 90% and 100% submissions) Based on the approved 30% Design Plans, Design Consultant will develop PS&E documents. PS&E documents will be subject to an internal review process and then submitted for City’s review and comments at the 60%, 90% and 100% completion stages.
Based on City’s and all other stakeholder’s feedback, the documents will be finalized for construction.
The anticipated list of plans, deliverables and documents included in this task would DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F include:
• Title sheet on City standard border including vicinity map, sheet index, agency contacts, design team contacts, index map and all applicable notes and requirements for City plans
• Typical cross sections and details
• Street plan and profiles
• Grading plans for the curb extension areas
• Signing and striping plans
• Traffic signal modification plans
• Enhanced Pedestrian Crossing Warning System Plans
• Traffic control plans, including construction phasing recommendations • Lighting and photometric plans
• Utility relocation plans (Design Consultant have assumed minimum amount of relocations with the bulb-outs which will be coordinated with the appropriate utility company or agency)
• Storm Drain Relocation - This includes the catch basins affected by the proposed curb extensions which will require permitting by the County of LA • Pavement plans
• Landscape and irrigation plans - No Landscape and Irrigation Plans are anticipated. Stantec will add landscape construction notes to the street plans directing the contractor to match adjacent existing conditions (i.e., concrete, grass, or DG but no irrigation) at the curb extensions.
• Project specifications
• Construction cost estimates
• Response to review comments
• Permit applications (a budget of $10,000 has been included in Design Consultant budget to accommodate County permit fees)
• Potholing [A budget of $10,000 has been included to pothole eight locations within the project (assumed)]
• Turning radius evaluation (i.e., Auto Turn) for all geometric changes required during the PS&E phase to satisfy requirements by Big Blue Bus and the Fire Department
DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F Task 7—Utility Coordination
a. This task includes utility coordination, including utility research, preparation and submittal of utility information requests, review and identification of utility prior rights, identifying utility manholes and valves requiring adjustments within the project area, and distributing preliminary and final plans to the utility companies and City’s Utility Service Department. Contact will be established with the private utility companies that have infrastructure in the project area. For each utility within the project, "as-built" plans, atlases and record information will be obtained, and information regarding any future changes to their facilities or planned new facilities in the area will be solicited. Underground Service Alert will be contacted to identify subsurface facilities in the project area. The utility companies will be contacted after distribution of the plans to confirm that they received the plans and the City will be notified of the progress and any conflict issues. Design Consultant will prepare and submit utility conflict and utility relocation notices to utility owners, as required, obtain utility permits and clearances as required to construct the project. Design Consultant will prepare and maintain complete utility documentation including utility correspondence logs, utility meeting minutes and utility disposition matrices. Design Consultant will also closely monitor and coordinate any utility conflicts on private and City properties and impediments to the construction and project schedule.
Deliverables: Utility log, utility permit and clearances, and utility coordination meetings as needed.
Task 8—Bidding and Construction Support Services
a. Design Consultant will assist the City in preparation of contract documents for bidding, and attend the pre-bid meeting. Design Consultant will be available to respond to questions from bidders, provide clarification of plans and specifications, and prepare responses as needed to modify or clarify the Contract Documents during the bid phase. Design Consultant will also assist the City in evaluating the submitted bids. The budget allowance for this task assumes approximately 12 hours of Design Consultant’s combined staff time. b. Design Consultant will attend the pre-construction meeting and other meetings with City staff, other agencies, and the public as required. Design Consultant will be available to clarify design-related issues during bid and construction including preparation of addenda, respond to Request for Information (RFI) and submittal reviews.
c. Design Consultant will participate in the development of punch list and recommendations to the City for substantial completion date and acceptance of all DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F corrective and completion work by the contractor; help ensure all specified submittals are responsive to the intent.
d. Design Consultant will prepare “as-built” plans based upon redlines provided by the contractor and/or construction manager. For the purpose of this proposal, 24 hours of staff time for construction support and 16 hours for preparation of asbuilt plans for a total of 40 hours have been allowed for this task.
Deliverables: As-built plans, memos/documents regarding construction period support.
Assumptions:
This proposal was based on the following assumptions related to the proposed project:
• No right-of-way acquisition will be required for this project. • No environmental processing is included as part of this scope. • The City has regional water quality treatment systems and therefore no local treatment is assumed for this project.
• No SUSMP is included in the project.
• The proposed bulb-outs will not be landscaped or irrigated. This scope only includes minor landscape work to properly terminate existing landscape areas at bulb-outs. Landscape and irrigation construction notes will be part of the street plans.
• No geotechnical investigation is included in this project. • Additional requirements may affect the proposed costs and items. • Design Consultant assumes that there is a sufficient amount of available record information to adequately determine the right-of- way locations. Additional work resulting from ambiguities or a lack of available right-of-way records may require an additional work effort that is not covered within this Scope of Services. • Any existing easements requiring additional survey work to properly tie them to the boundary of the property are not included in this Scope of Services. • Sufficient site access will be provided by the client to access the project limits. • If information depicted on the proposed survey should lead to further investigation by Design Consultant, additional fees may be incurred, and are not included within this Scope of Services. Design Consultant will handle requests of this nature under separate, written authorization.
• If information depicted on the proposed survey should lead to further investigation by persons not connected to this firm, Design Consultant DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F will not be held liable for costs associated with or any delays caused by said efforts.
Exclusions:
Items not specifically identified in the scope of service sections of this proposal are to be excluded from this work effort and would be considered additional services. Such services would include, but are not limited to, the following:
• Additional exhibits or documents not specifically outlined herein • Construction staking services
• New or additional boundary monuments
• Revisions to work completed or underway due to a change in information or instruction provided to Stantec by the client or client’s consultant(s)
• Subdivision mapping/lot line adjustments/certificates of Compliance DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F Project Schedule
DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F Exhibit B
Budget
The City will compensate Design Consultant for the Scope of Services as described in Exhibit A during the Term of this Agreement, in an amount not to exceed $430,598 (Four Hundred Thirty Thousand Five Hundred and Ninety-Eight Dollars), as set forth below. The City will pay any undisputed amount within 30 days of receipt.
TASKS COST
Task 1. Background and Research $ 11,498
Task 2. Existing Condition Assessment $ 20,656
Task 3. Meetings, Public Outreach, and Coordination $ 40,700 Task 4. Survey and Base Maps $ 98,007
Task 5. Preliminary Design Development (30% Design) $ 36,912 Task 6. Final Design Documents (60%, 90%, and 100%
Design PS&E) $ 198,048
Task 7. Utility Coordination $ 7,842
Task 8. Bidding and Construction Support Services $ 10,868 Reimbursable Expenses $ 6,067
Total Not-to-Exceed Amount: $ 430,598
Design Consultant shall invoice the City for the Services performed based on the following rates:
Stantec Consulting Services, Inc.
Personnel Hourly Rate
Principal-in-Charge, Quality Control, Public Outreach, Senior Project Manager $ 234
Project Manager, Senior Task Lead $ 216
Lead Civil/Traffic; Manager Survey, Mapping $ 188
Project Engineer, Senior Landscape Architect $ 169
Landscape Architect, Survey Analyst $ 158
Assistant Engineer $ 125
Survey – 2-Person Crew $ 260
DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F Exhibit C
Insurance Requirements and Verifications
Professional Services Agreement Insurance Requirements
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:
DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F 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 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.
DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F 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.
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: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F Exhibit D
Prevailing Wage Job Acknowledgement Form
(continued on next page)
DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F DocuSign Envelope ID: 08FEDF73-C50B-41D5-8A14-C9E4DEFB3A9F