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Home My WebLink About2019-09-25 e-packet@6:00Wednesday, September 25, 2019 6:00 PM City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA Municipal Services Building, Council Chambers 33 Arroyo Drive, South San Francisco, CA Special City Council Special Meeting Agenda September 25, 2019Special City Council Special Meeting Agenda NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the City Council of the City of South San Francisco will hold a Special Meeting on Wednesday, September 25, 2019, at 6:00 p.m., in the City Council Chambers, Municipal Services Building, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: Call to Order. Roll Call. Agenda Review. Public Comments - comments are limited to items on the Special Meeting Agenda. ADMINISTRATIVE BUSINESS Report regarding a motion to accept the construction improvements of the Terrace Drive Storm Drain Improvement Project (Project No. sd1701) as complete in accordance with plans and specifications (Total Construction Cost $595,082.79). (Matthew Ruble, Principal Engineer, and Peter Vorametsanti, Swinerton Management & Consulting) 1. Report regarding a motion to accept the construction improvements of the WQCP Effluent Storage Pond Liner Replacement (Project No. ss1704) as complete in accordance with plans and specifications (Total Construction Cost $732,694) (Brian Schumacker, Superintendent and Peter Vorametsanti, Swinerton Management & Consulting) 2. Report regarding a resolution approving the First Amendment to the Consulting Services Agreement with Lotus Water for the Orange Memorial Park Storm Water Capture Project (sd1801), for an additional $1,500,929 for a total contract amount not to exceed $2,252,720, and to extend the agreement for an additional year. (Bianca Liu, Associate Engineer) 3. Resolution approving the First Amendment to the Consulting Services Agreement with Lotus Water for the Orange Memorial Storm Water Capture Project (sd1801), for an additional $1,500,929 for a total contract amount not to exceed $2,252,720, and to extend the agreement for an additional year. (Bianca Liu, Associate Engineer) 3a. Page 2 City of South San Francisco Printed on 12/26/2019 September 25, 2019Special City Council Special Meeting Agenda Report regarding a resolution awarding a construction contract to RK Engineering, Inc. of San Francisco, California for the North Access Road Bike and Pedestrian Improvement Project (ST1806) in an amount not to exceed $534,119.50, authorizing a total construction budget of $667,649.38, authorizing the City Manager to execute an agreement on behalf of the City, and approving Budget Amendment No. 20.019. (Jason Hallare, Associate Civil Engineer) 4. Resolution awarding a construction contract to RK Engineering, Inc. of San Francisco, California for the North Access Road Bike and Pedestrian Improvement Project (ST1806) in an amount not to exceed $534,119.50, authorizing a total construction budget of $667,649.38, authorizing the City Manager to execute an agreement on behalf of the City, and approving Budget Amendment 20.019. 4a. Report regarding a resolution approving a second Exclusive Negotiating Rights Agreement (“ENRA”) between the City of South San Francisco, and Firehouse Work, LLC and Habitat for Humanity Greater San Francisco, for the property located at 201 Baden Avenue, and authorize the City Manager to execute the agreement. (Julie Barnard, Economic Development Coordinator) 5. Resolution approving a second Exclusive Negotiating Rights Agreement between the City of South San Francisco, and Firehouse Work, LLC and Habitat for Humanity Greater San Francisco, for the property located at 201 Baden Avenue authorizing the City Manager to execute the agreement. 5a. Adjournment. Page 3 City of South San Francisco Printed on 12/26/2019 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:18-1145 Agenda Date:9/25/2019 Version:1 Item #:1. Report regarding a motion to accept the construction improvements of the Terrace Drive Storm Drain Improvement Project (Project No.sd1701)as complete in accordance with plans and specifications (Total Construction Cost $595,082.79).(Matthew Ruble,Principal Engineer,and Peter Vorametsanti,Swinerton Management & Consulting) RECOMMENDATION It is recommended that the City Council,by motion,accept the construction improvements of the Terrace Drive Storm Drain Improvement Project (Project No.sd1701)as complete in accordance with plans and specifications (Total Construction Cost $595,082.79). BACKGROUND/DISCUSSION On September 26,2018,the City awarded a construction contract to Shaw Pipelines,Inc.to upgrade the City’s storm drainage system in the area of Terrace Drive and Spruce Avenue.The project installed new storm pipe, new catch basins,and new manhole on Spruce Avenue and installed a raised crosswalk,replaced existing curb ramps and sidewalk on Terrace Drive. The storm drain system upgrades are designed to ensure that subsurface and surface drainage flows are routed around the Francisco Terrace neighborhood,which is a natural low point of this area.New high capacity drain inlets and laterals along Spruce Avenue maximize usage of the existing underground storm drain main on Spruce Avenue.The raised crosswalk is designed to guide surface flows around the Francisco Terrace neighborhood when the capacity of the underground system on Spruce Avenue has been exceeded. The work was inspected by the Engineering Division and found to be complete in accordance with the contract documents as of August 15, 2019. Location map and photos are included in Attachment 1 of this staff report. FISCAL IMPACT This project is funded by the general fund,and the project is included in the City of South San Francisco’s Fiscal Year 2018-19 Capital Improvement Program (Project No.sd1701)with sufficient funds allocated to cover the project cost. The total construction cost incurred for the project is summarized as follows: Projected Actual Shaw Pipeline Inc. Contract $523,535 $523,535.00 Construction Contingency $106,465 $71,547.79 Total Construction Budget $630,000 $595,082.79 Contingency was used to remove an existing abandoned utility in conflict with excavation,install bicycle City of South San Francisco Printed on 9/26/2019Page 1 of 2 powered by Legistar™ File #:18-1145 Agenda Date:9/25/2019 Version:1 Item #:1. Contingency was used to remove an existing abandoned utility in conflict with excavation,install bicycle friendly storm drain grates,and upgrading the raised crosswalk from asphalt to concrete to allow more precise elevation and slope adjustments for drainage. RELATIONSHIP TO STRATEGIC PLAN The project is consistent with the City’s Strategic Plan outcome of improved Quality of Life by helping to prevent residential flooding and maintain City infrastructure. CONCLUSION Staff recommends acceptance of the project as complete. Upon acceptance, a Notice of Completion will be filed with the County of San Mateo Recorder’s office. At the end of the thirty day lien period, the retention funds will be released to the Contractor after the City receives the one year warranty bond. Attachment 1: Location Map and Photos City of South San Francisco Printed on 9/26/2019Page 2 of 2 powered by Legistar™ Sd1601 Francisco Terrace Storm Drain Improvements ATTACHMENT 1 PROJECT LOCATION AND PHOTOS Project Location Sd1601 Francisco Terrace Storm Drain Improvements Project Photos Before After Sd1601 Francisco Terrace Storm Drain Improvements Before After Francisco Terrace Storm Drain Improvements BEFORE Francisco Terrace Storm Drain Improvements AFTER Francisco Terrace Storm Drain Improvements BEFORE Francisco Terrace Storm Drain Improvements AFTER Francisco Terrace Storm Drain Improvements AFTER City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:19-760 Agenda Date:9/25/2019 Version:1 Item #:2. Report regarding a motion to accept the construction improvements of the WQCP Effluent Storage Pond Liner Replacement (Project No.ss1704)as complete in accordance with plans and specifications (Total Construction Cost $732,694)(Brian Schumacker,Superintendent and Peter Vorametsanti,Swinerton Management & Consulting) RECOMMENDATION It is recommended that the City Council,by motion,accept the construction improvements of the WQCP Effluent Storage Basin Liner Replacement (Project No.ss1704)as complete in accordance with plans and specifications (Total Construction Cost $732,694). BACKGROUND/DISCUSSION On April 10,2019,the City awarded a construction contract to Flatiron West,Inc.to replace the geomembrane liner of the effluent storage basin at the WQCP.The effluent storage basin is lined with an impermeable geomembrane to control seepage into underlying soils.The original liner was installed in 2004 and showed signs of deterioration.The Water Board required replacement of the aging liner due to this deterioration.The project included removal and disposal of the old liner,minor spot repairs to the basin’s earthen berm,and installation of the new liner.Work is complete ahead of the next wet season when the basin must be returned to service. The work was inspected by the Engineering Division and found to be complete in accordance with the contract documents as of August 30, 2019. Location map and photos are in the Attachment to this staff report. FISCAL IMPACT This project is funded by the Sewer Enterprise Fund and the project is included in the City of South San Francisco’s Fiscal Year 2018-19 Capital Improvement Program (Project No.ss1704).The total construction cost incurred for the project is summarized as follows: Projected Actual Flatiron West, Inc. contract $716,000 $716,000 Construction Contingency $143,200 $16,694 Total Project Budget $859,200 $732,694 Contingency was used to replace deteriorated hardware required for the liner to structure transitions at the various concrete structures around the basin. RELATIONSHIP TO STRATEGIC PLAN The project is consistent with the City’s Strategic Plan outcome of improved Quality of Life by replacing the effluent storage basin to help maintain City infrastructure. City of South San Francisco Printed on 9/27/2019Page 1 of 2 powered by Legistar™ File #:19-760 Agenda Date:9/25/2019 Version:1 Item #:2. CONCLUSION Staff recommends acceptance of the project as complete.Upon acceptance,a Notice of Completion will be filed with the County of San Mateo Recorder’s office.At the end of the thirty day lien period,the retention funds will be released to the Contractor after the City receives the one year warranty bond. Attachment: Location Map and Photos City of South San Francisco Printed on 9/27/2019Page 2 of 2 powered by Legistar™ Ss1704 WQCP Effluent Basin Liner Replacement ATTACHMENT 1 PROJECT LOCATION AND PHOTOS Project Location Ss1704 WQCP Effluent Basin Liner Replacement Project Photos Before After WQCP Effluent Storage Basin Liner Replacement WQCP Effluent Storage Basin Liner Replacement City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:19-753 Agenda Date:9/25/2019 Version:1 Item #:3. Report regarding a resolution approving the First Amendment to the Consulting Services Agreement with Lotus Water for the Orange Memorial Park Storm Water Capture Project (sd1801),for an additional $1,500,929 for a total contract amount not to exceed $2,252,720,and to extend the agreement for an additional year.(Bianca Liu, Associate Engineer) RECOMMENDATION It is recommended that the City Council of the City of South San Francisco adopt a resolution approving the first amendment to the consulting services agreement with Lotus Water for the Orange Memorial Storm Water Capture Project (sd1801),for an additional $1,500,929 for a total contract amount not to exceed $2,252,720, and to extend the agreement for an additional year. BACKGROUND/DISCUSSION On April 26,2017,the California Department of Transportation (Caltrans)agreed to fund $9,500,000 to the Orange Memorial Storm Water Capture Project (Original Project)through Cooperative Implementation Agreement No.D43CIASF0001.The Project’s primary goal is to help the City and California Department of Transportation (Caltrans)comply with the Regional Water Quality Control Board’s (RWQCB)Municipal Regional Permit (MRP)which stipulates a regulatory limit requirement for trash,mercury and polychlorinated biphenyl (PCB)load reductions in waters flowing to San Francisco Bay.RWQCB has established minimum pollutant load reduction limits for each county and its cities and the MRP requires that a portion of the pollutant load reductions shall be through green infrastructure. City Council,at its regular meeting on January 24,2018,approved the selection of Lotus Water of San Francisco,California for the engineering and environmental studies,design,permitting and construction bid document preparation services for the Project.The agreement included assumptions which would later need to be revisited once the preferred concept was chosen. Staff,along with the assistance of Lotus Water,formed a steering committee to assist with the review of the proposed design and work plan before presentations to the City’s commissions and committees,general public and other stake holders.The Project’s steering committee provided its feedback to Lotus Water regarding its proposed design alternatives and the Public Outreach Plan.After extensive outreach,Staff presented the alternatives to the Environmental Standing Committee to provide feedback on the recommended design alternative.Based on Environmental Standing Committee feedback,staff presented the Project to the full City Council at its regular meeting dated November 28,2018.City Council approved the preferred alternative for the OMP Storm Water Capture Project and authorized staff to complete the plans, estimate, and specifications. The 60%design has been completed and is consistent with the original $9,500,000 budget.Currently,we are working towards our 90%design which will refine the design and upsize the project elements to effectively double the diversion and infiltration capacity.The current design includes an instream diversion channel structure to re-direct all dry-weather urban runoff and up to approximately 30 cubic feet per second of the first flush of wet-weather runoff from the Colma Creek channel through pre-treatment structures to remove trash, debris,and sediment before conveying the water into a subsurface multi-chambered storage reservoir with an overall storage capacity of approximately 1,800,000 gallons.A portion (approximately 200,000 gallons)of theCity of South San Francisco Printed on 9/26/2019Page 1 of 4 powered by Legistar™ File #:19-753 Agenda Date:9/25/2019 Version:1 Item #:3. overall storage capacity of approximately 1,800,000 gallons.A portion (approximately 200,000 gallons)of the storage functions as a cistern holding water that will receive 3-step enhanced filtration and disinfection for eventual non-potable irrigation use in and around the park,and the remainder (approximately 1,600,000 gallons)functions as an infiltration chamber.When storage capacity is exceeded,diverted water that has been screened for full trash capture and has been through pretreatment for removal of floatables and settleables overflows back into the channel. The preferred concept approved by the City Council and carried forward into design development was very different and significantly more complex from the assumed concept.Furthermore,additional unanticipated services became necessary through the course of the design development.Also,the City Staff included an optional task for Lotus Water to provide inspection services for the construction.Attachment A includes Lotus’ additional services proposal for the Original Project. Additionally,Lotus recently assisted the City in drafting a second Cooperative Implementation Agreement No. D43CIASF0002 between Caltrans and the City that would result in Caltrans funding an additional $6,000,000 to increase the scale of the Original Project.Caltrans and the City have verbally agreed and are in the process of executing the agreement.The Project Team understands that the additional funding will be used to effectively double the treatment capacity of the Original Project by increasing the capacity of the diversion,pretreatment structures,piping,flow splitter,and infiltration gallery.Thus,the Original Project would be upscaled into an Expanded Project,which will be reflected in the 90%design.Attachment B includes Lotus’additional services proposal for the Expanded Orange Memorial Park Water Capture Project. Additional services to be provided by the consultant team under this change order include the following: ·Project Management - Lotus Water will provide additional project management for the project by acting as the City’s External Project Manager. Also, the longer design and construction periods resulting from the larger project requires additional project management. ·Design Development and Construction Documents. The project scope has become significantly larger and more complex than envisioned in the RFP, thus requiring a greater effort to produce construction documents and a longer period to oversee construction. ·Water Quality Monitoring Plan. Regulatory requirements to monitor water reuse systems must be addressed in this document. ·Construction Support Services. Additional submittal reviews and responses to requests for information are expected due to the complex and unusual nature of the project. ·Educational Placard. An educational placard will be designed and installed at the park to illustrate the mostly underground system and how it works. ·Subconsultant Services o CEQA and Permitting. Additional environmental studies and permits beyond the original scope of work have become necessary. Also, the Project Team conducted CEQA noticing and Native American consulting. o Geotechnical Services. The geotechnical engineer produced a Design Criteria Letter and a Geotechnical Plan Review for excavation operations. o Survey. The Project location moved from the original site and so the site had to be re-surveyed. o Trenchless Pipe Expert. An expert evaluated this pipe installation technique as a potential means to protect trees in the park, but found it to be too expensive and risky. o Arborist. Tree protection measures and limited tree removal have become necessary along the City of South San Francisco Printed on 9/26/2019Page 2 of 4 powered by Legistar™ File #:19-753 Agenda Date:9/25/2019 Version:1 Item #:3. diversion pipe alignment. o Health and Safety Plan (HASP). This is necessary for worker safety due to impacted soils at the southern former greenhouse parcel. o Irrigation Plans. The existing irrigation systems within Orange Memorial Park and Centennial Trail must be retrofit for use of non-potable water. Optional Additional Task ·Construction Management. As an optional task at the City’s discretion, Lotus Water would be responsible for Construction Management over a period of approximately seventy (75) weeks. Due to extensive negotiations required between the Project Team,Caltrans,and the Water Board about expanding the Project and providing additional funding,as well as the additional time required to design and construct the larger project,construction is now planned to begin in May 2020 and be completed in October 2021.However,this arrangement will allow SSF High School to finish baseball season before construction begins. Attachments A and B include Lotus’ revised schedule. The following includes a breakdown of the proposed budget amendment: Original Budget: $751,791 Amendment Amount: $724,129 Optional Construction Management Task: $776,800 Total Not to Exceed Amount: $2,252,720 In order to continue to advance the design and incorporate the additional scope resulting from the additional funding for the expanded project,staff is requesting an additional amount of $1,500,929 for a total not to exceed amount of $2,252,720. FISCAL IMPACT This project is included in the City of South San Francisco’s Fiscal Year 2019-20 Capital Improvement Program (sd1801)and there are sufficient funds to amend the consultant services agreement.The amendment would be entirely funded through Cooperative Implementation Agreements (D43CIASF0001 and D43CIASF0002) with Caltrans. RELATIONSHIP TO STRATEGIC PLAN Approval of this action will contribute to the City’s Strategic Plan outcome of improved Quality of Life by providing green infrastructure by improving water quality. CONCLUSION Staff recommends that the City Council of the City of South San Francisco adopt a resolution approving the first amendment to the consulting services agreement with Lotus Water for the Orange Memorial Storm Water Capture Project (sd1801), for an additional $1,500,929 for a total contract amount not to exceed $2,252,720, and to extend the agreement for an additional year. City of South San Francisco Printed on 9/26/2019Page 3 of 4 powered by Legistar™ File #:19-753 Agenda Date:9/25/2019 Version:1 Item #:3. Attachments: 1.Lotus Water Change Order Request 2.Lotus Water Expanded Project Extra City of South San Francisco Printed on 9/26/2019Page 4 of 4 powered by Legistar™ August 26, 2019 Public Works Department Attn: Bianca Liu City of South San Francisco 550 N. Canal Street South San Francisco, CA 94083 ADDITIONAL SERVICES PROPOSAL FOR ORANGE MEMORIAL PARK WATER CAPTURE PROJECT Dear Ms. Liu: Lotus Water (Lotus) and our team of consultants (Project Team) are requesting additional funds to complete Phase II of the Orange Memorial Park Water Capture Project (Project), which includes Design Development, Construction Documents, Bid Period, and Construction. Per the original Prime Contract between the Project Team and the City of South San Francisco (City) effective January 24, 2018 (Prime Contract), Exhibit B Fee Proposal for Phase II was stated to be non-binding because it was based on delivering the project concept described in the request for proposals (RFP), while the actual project concept to be carried forward into Phase II was unknown pending completion of the Phase I alternatives analysis informed by stakeholder feedback. Ultimately, the preferred concept approved by City Council and carried forward into design development was very different from the RFP concept. Furthermore, additional services unanticipated in Exhibit A Scope of Services of the Prime Contract have either become necessary through the course of the design phase or have been specifically requested by the City. This proposal outlines the additional services necessary to deliver the Project in accordance with project needs and City requests, above and beyond the Scope of Services in the Prime Contract. The fee proposal herein details the associated costs for Project Team members to complete those additional services. An updated project schedule is also included showing critical milestones from 60% design through project completion. All terms and conditions of the Prime Contract apply to this additional services contract addendum. We appreciate the opportunity to continue providing our services and look forward to delivering this Project for the City. Should you have any questions or require additional information, please contact Robert Dusenbury at 415.800.6805 or [email protected]. Very truly yours, Shauna Dunton, PE Robert Dusenbury, PE Project Manager Vice President Attachment 1 - Lotus Water Change Order Request 2 I.Scope of Work and Deliverables The following Scope of Work reflects the additional work tasks that are necessary to deliver the Project but were not included in Exhibit A Scope of Services of the Prime Contract. The updated Scope of Work includes both tasks that were wholly unanticipated in the Prime Contract as well as tasks that were anticipated but require expanded resources due to unanticipated project needs and City requests. The City may want Lotus to oversee the construction management (CM) process on their behalf, including the hiring and oversight of a Resident Engineer and Infrastructure Inspector to be onsite throughout the construction period. That service is included as an optional task in this proposal. Required Additional Tasks •Project Management. The City has requested that Lotus Water assume the External Project Manager role on behalf of the City for the duration of the project (i.e., through construction and closeout), in addition to serving in that role for the Project Team. •Design Development and Construction Documents. The project concept resulting from the Phase I alternatives analysis and approved by City Council to be carried forward into Design Development is significantly more complex than the original infiltration gallery concept presented in the RFP due to the addition of a non-potable water treatment & use system and flow-through treatment. As a result, the same deliverables noted in the Prime Contract require additional design effort. •Water Quality Monitoring Plan. The scope of this plan expanded with the addition of a water treatment and use system. •Construction Support Services. Due to the more complex nature of current project design as compared to the RFP project concept, additional site inspections, submittal reviews and responses to requests for information are anticipated. •Lotus Water and Brown and Caldwell will perform site visits throughout the construction period for contractor coordination and construction inspection. •Educational Placard. An interpretive sign with imagery will be designed for installation at the site as construction is being completed. The placard will illustrate the complete system, which will be largely underground, and explain the project’s multiple benefits to the visiting public. •Subconsultant Services o Brown and Caldwell’s original non-binding estimate for Phase II services did not include any hours for Project Management and Coordination. Such hours have been added to this change order request, o CEQA and Permitting. Two additional environmental studies and one additional permit have become necessary. Additionally, the City requested that the Project Team perform CEQA noticing and Native American consulting on their behalf. o Geotechnical Services. The geotechnical engineer will write a Design Criteria Letter and provide a Geotechnical Plan Review for excavation operations. 3 o Survey. The Project location has moved since the beginning of Phase I, requiring a topographic and utility survey for a different area of the park. o Trenchless Pipe Expert. As a potential means to protect tree roots, a trenchless pipe expert was brought onboard to evaluate the costs and risks of potentially using trenchless technology to install the diversion pipe to the new project area. o Arborist. Given the new project location and that the diversion pipe will be installed via trenching, an arborist is necessary to develop tree protection specifications and to oversee construction during trenching for the diversion pipe installation. This service also involved tree removal prior to project construction. o Health and Safety Plan (HASP). Wood will prepare a Site Management Plan, which will contain the worker HASP as well as guidance on excavation and soils handling at the impacted southern former greenhouse parcel where the diversion and pretreatment structures are located. o Irrigation Plans. The existing irrigation systems within Orange Memorial Park and Centennial Trail where the source water will be replaced with treated stormwater from the water quality treatment shed will need to be retrofit with signage and materials compliance with regulatory requirements for onsite non-potable water reuse systems from the County Health Department and California Plumbing Code. Optional Additional Task •Construction Management. The Resident Engineer and Infrastructure Inspector would be contracted through and managed by Lotus, and their level of effort assumes approximately 50 cumulative hours per week – 25 hours for the Engineer and 25 hours for the Inspector – over a period of seventy (75) weeks. Specific deliverables are listed below particular tasks. The Fee Proposal in the following section is directly linked to the following proposed Scope of Work and deliverables. Required Phase II Tasks 1.Project Management 1.1 Ongoing Project Management (on behalf of the City) Deliverables: Revised Phase II Scope of Work Weekly Progress Calls Caltrans Coordination and Funding Request for an expanded project C/CAG and Water Board Coordination As-needed memoranda and meetings 4 2. Design Development & Construction Documents 2.1 60% Design Development 2.2 90% Construction Documents, including Irrigation Plan 2.3 100% Construction Documents, including Irrigation Plan Deliverables:  60% Submittal (Plans, Spec, and Costs)  90% Submittal (Plans, Spec, Costs, SWPPP, and Educational Placard)  100% Submittal (Plans, Spec, Costs, SWPPP, and Educational Placard) 3. Monitoring Plans 3.1 Develop Water Quality Monitoring Plan for Treatment & Use System Deliverables:  Water Quality Monitoring Plan 4. Construction Support Services 4.1 Site Visits 4.2 Review Contractor Submittals 4.3 Respond to RFI's Deliverables:  Weekly site visits for half day  Additional contractor submittals reviews  Additional responses to RFI’s 5. Subconsultant Services 5.1 CEQA and Permitting Deliverables:  Extended Phase 1 Archaeological Excavations and Report  Delineation of Wetlands/WoUS and Report  CEQA Noticing (on behalf of the City)  Native American Consultation (on behalf of the City)  Report of Waste Discharge Permitting 5.2 Geotechnical Services Deliverables:  Design Criteria Letter  Geotechnical Plan Review 5.3 Topographic and Utility Survey for New Project Area Deliverables:  Base Map with Boundary, Topography, Trees, Structures, Utilities, etc. 5.4 Trenchless Pipe Evaluation Deliverables: 5  Cost Estimation and Risk Evaluation 5.5 Arborist Deliverables:  Tree Removal (4 Eucalyptus and grind stumps below grade)  Tree Protection Specifications  Construction Observation during Pipe Trenching 5.6 Site Management Plan Deliverables:  Worker Health and Safety Plan (HASP) for southern former greenhouse parcel  Soils management guidance for southern former greenhouse parcel Optional Phase II Tasks 6. Construction Management 6.1 Construction Management (on behalf of the City) Deliverables:  Hiring and management of Resident Engineer and Infrastructure Inspector  Administrative Paperwork  Weekly Progress Calls 6 II. Fee Proposal Our detailed fee estimate for Phase II is provided in Attachment A, which shows the full fee needed to complete each Phase II task. The summary table below shows each Phase II task in the first two columns and its updated fee total in the third column. The fourth column shows the fee estimate from the Prime Contract, including the 10% contingency that was included for the Fee Estimate in the Prime Contract. The fifth column shows the difference between the updated fee estimates and the fees from the Prime Contract, which is the total fee estimate for the change order request. * The fee for the Construction Management optional task is taken from the two Cooperative Implementation Agreements (CIAs) between Caltrans and the City of South San Francisco; $776,800 is the sum of the budget estimates in the two CIAs for that task. An actual task order with final budget for Construction Management services will be issued prior to construction. Proposals from individual subcontractors are available upon request. III. Schedule The detailed Project schedule is on the following page. Lotus performed a critical path analysis on the schedule provided in the RFP. Slight adjustments were made to dates for some key deliverables (e.g., sequencing the delivery of the 100% Construction Documents, the City Council approval, and the development of the Bid Documents in an achievable time frame). Critical dependencies are reflected in the schedule. Task #Task Description UPDATEDAMOUNTPRIME CONTRACTAMOUNT(with 10% Contingency)CHANGE ORDER REQUEST AMOUNTX Project Management and Coordination 93,843$ 21,137$ 72,707$ XI Design Development. Construction Documents 275,160$ 136,829$ 138,331$ XII Operations & Maintenance Template 14,089$ 14,089$ -$ XIII Monitoring Plans 19,780$ 15,710$ 4,070$ XIV Bidding Services 15,852$ 15,842$ 9.80$ XV Construction Support Services 96,990$ 51,370$ 45,620$ XVI Additional Subconsultant Services 253,946$ -$ 253,946$ 769,660$ 254,977$ 514,682$ XVII Construction Management*776,800$ -$ 776,800$ TOTAL ALL TASKS: 1,546,460$ 254,977$ 1,291,482$ CHANGE ORDER TOTAL REQUIRED TASKS: Orange Memorial Park Stormwater Capture Project No.: sd1801 Phase II - Required Tasks Phase II - Optional Task Orange Memorial Park Water Capture Proejct City of South San Francisco Lotus Water START END WEEKS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 CEQA and Environmental Permitting Task 1 Environmental Evaluation & Documentation 1/2/19 8/28/19 34 Task 2 Archaeological Investigation 2/26/19 4/23/19 8 Task 3 Regulatory Requirements and Permits 5/22/19 12/4/19 28 Design Development, Construction Documents Task 1 Receive updated expanded survey 1/21/19 1/21/19 0.0 Task 2 30% Design Drawings 1/1/19 3/4/19 Task 3 60% Submittal (Plans, Spec, and Costs)3/5/19 6/8/19 14 Task 4 90% Submittal (Plans, Spec, Costs, and SWPPP)7/17/19 10/23/19 14 Task 5 100% Submittal (Plans, Spec, Costs, and SWPPP)11/13/19 1/10/20 8 Operations & Maintenance Template, Monitoring Plans Task 1 Develop O&M Template 8/21/19 10/23/19 9 Task 2 Develop Hydrologic Monitoring Plan 10/28/19 12/23/19 8 Task 3 WQ Monitoring Baseline Development and Plan 10/28/19 12/23/19 8 Bid Process Task 1 Prepare Bid Documents 1/13/20 2/3/20 3 Task 2 Pre-Bid Meeting 2/6/20 2/6/20 0 Task 3 Respond to Inquires 2/6/20 2/20/20 2 Task 4 Prepare Addenda to Bid Documents 2/21/20 3/6/20 2 Task 5 Award 3/20/20 3/20/20 0 Construction Period Task 1 Construction 5/4/20 10/11/21 75 2021 105-144 Jan-OctMay - Dec 2020 AprFebMarAprMay 70-104 Jan MarFeb 2019 June July Aug Sept Oct Nov Dec TASK Project Start:Wed, 1/2/2019 2018 Jan ATTACHMENT A DETAILED FEE ESTIMATE Prime Consultant: Lotus Water Project Role/Classification, Name Project Manager, Shuana Dunton, PETechnical Lead, Robert Dusenbury, PE Quality Review/Compliance,Eric Zickler, PESenior Project Engineer, Jess Wala, PEProject Engineer, Sarah TeplitskyProject Controls/Contracts, Pam Drake Direct Expenses ($)HoursLabor CostDirect ExpensesTOTAL COSTTechnical Lead, Mike Flake, PE Project Manager, Rosey Jencks, PlannerSenior Engineer, Manjit Saini, PEAmy Neal, PE, Project EngineerProject Engineer, Valerie Fuchs, PE Senior Cost Estimator, Nitesh PoladiaStructural Engineer,Dwight EvansCADD Drafter,Alan SantiagoProject Engineer I, Hamideh Riazi, PE Direct Expenses ($)HoursLabor CostDirect ExpensesTOTAL COSTHoursLabor CostDirect ExpensesTOTAL COSTHoursLabor CostDirect ExpensesTOTAL COSTTask # Billing Rate $195 $195 $195 $165 $140 $95 $291 $254 $254 $166 $133 $185 $185 $130 $111 X Project Management and Coordination 140 232 2 12 20 24 400$ 430 79,990$ 400$ 80,390$ 5 35 12 0 0 0 0 0 0 60$ 52 13,393$ 60$ 13,453$ 0 -$ -$ -$ 482 93,383$ 460$ 93,843$ X.A Confirm Project and Verify/Refine Scope 20 12 2 12 46 8,610$ -$ 8,610$ 1 1 4 6 1,561$ -$ 1,561$ 0 -$ -$ -$ 52 10,171$ -$ 10,171$ X.B On-going Project Management 80 160 24 200$ 264 49,080$ 200$ 49,280$ 30 30 7,620$ -$ 7,620$ 294 56,700$ 200$ 56,900$ X.C Coordination meetings with City staff and outside agencies 40 60 20 200$ 120 22,300$ 200$ 22,500$ 4 4 8 60$ 16 4,212$ 60$ 4,272$ 0 -$ -$ -$ 136 26,512$ 260$ 26,772$ XI Design Development. Construction Documents 262 232 52 56 480 0 1,500$ 1082 182,910$ 1,500$ 184,410$ 22 8 116 0 0 42 76 108 80 250$ 452 82,648$ 250$ 82,898$ 0 -$ -$ -$ 1534 265,558$ 1,750$ 267,308$ XI.A 60% Submittal (PS&E)150 120 24 240 500$ 534 90,930$ 500$ 91,430$ 12 4 80 22 40 60 40 250$ 258 48,538$ 250$ 48,788$ 0 -$ -$ -$ 792 139,468$ 750$ 140,218$ XI.B 90% Submittal (PS&E + SWPPP)64 64 16 32 140 500$ 316 52,960$ 500$ 53,460$ 6 4 20 12 24 32 22 120 21,104$ -$ 21,104$ 0 -$ -$ -$ 436 74,064$ 500$ 74,564$ XI.C 100% Submittal (PS&E + SWPPP)48 48 12 24 100 500$ 232 39,020$ 500$ 39,520$ 4 16 8 12 16 18 74 13,006$ -$ 13,006$ 306 52,026$ 500$ 52,526$ XII O&M Template 12 24 0 0 48 0 -$ 84 13,740$ -$ 13,740$ 0 0 0.5 0 0 0 0 0 2 -$ 2.5 349$ -$ 349$ 0 -$ -$ -$ 87 14,089$ -$ 14,089$ XII.A Develop O&M Template 12 24 48 84 13,740$ -$ 13,740$ 0.5 2 3 349$ -$ 349$ 0 -$ -$ -$ 87 14,089$ -$ 14,089$ XIII Monitoring Plans 0 40 4 0 80 0 -$ 124 19,780$ -$ 19,780$ 0 0 0 0 0 0 0 0 0 -$ 0 -$ -$ -$ 0 -$ -$ -$ 124 19,780$ -$ 19,780$ XIII.A Develop Hydrologic Monitoring Plan 20 2 40 62 9,890$ -$ 9,890$ 0 -$ -$ -$ 0 -$ -$ -$ 62 9,890$ -$ 9,890$ XIII.B Develop Water Quality Monitoring Plan 20 2 40 62 9,890$ -$ 9,890$ 0 -$ -$ -$ 0 -$ -$ -$ 62 9,890$ -$ 9,890$ XIV Bidding Services 24 0 0 0 30 0 -$ 54 8,880$ -$ 8,880$ 0 0 0 42 0 0 0 0 0 -$ 42 6,972$ -$ 6,972$ 0 -$ -$ -$ 96 15,852$ -$ 15,852$ XIV.A Prepare Bid Documents 10 18 28 4,470$ -$ 4,470$ 30 30 4,980$ -$ 4,980$ 0 -$ -$ -$ 58 9,450$ -$ 9,450$ XIV.B Attend Pre-Bid Meeting 6 4 10 1,730$ -$ 1,730$ 4 4 664$ -$ 664$ 0 -$ -$ -$ 14 2,394$ -$ 2,394$ XIV.C Respond to Inquires 4 4 780$ -$ 780$ 0 -$ -$ -$ 0 -$ -$ -$ 4 780$ -$ 780$ XIV.D Prepare Addenda to Bid Documents 8 8 1,120$ -$ 1,120$ 8 8 1,328$ -$ 1,328$ 0 -$ -$ -$ 16 2,448$ -$ 2,448$ XIV.E Attend Bid Opening and Review Bids 4 4 780$ -$ 780$ 0 -$ -$ -$ 0 -$ -$ -$ 4 780$ -$ 780$ XV Construction Support Services 52 126 4 124 156 0 600$ 462 77,790$ 600$ 78,390$ 0 0 0 80 40 0 0 0 0 -$ 120 18,600$ -$ 18,600$ 0 -$ -$ -$ 582 96,390$ 600$ 96,990$ XV.A Attend Onsite Meetings 4 4 8 1,340$ -$ 1,340$ 4 4 664$ -$ 664$ 0 -$ -$ -$ 12 2,004$ -$ 2,004$ XV.B Review Submittals 12 12 48 72 11,400$ -$ 11,400$ 0 -$ -$ -$ 0 -$ -$ -$ 72 11,400$ -$ 11,400$ XV.C Respond to RFI's 12 12 48 72 11,400$ -$ 11,400$ 44 44 7,304$ -$ 7,304$ 0 -$ -$ -$ 116 18,704$ -$ 18,704$ XV.D Prepare Design-Related Change Orders 4 2 10 16 2,570$ -$ 2,570$ 10 10 1,660$ -$ 1,660$ 0 -$ -$ -$ 26 4,230$ -$ 4,230$ XV.E Final Inspection and Punch List 4 6 10 1,620$ -$ 1,620$ 6 6 996$ -$ 996$ 0 -$ -$ -$ 16 2,616$ -$ 2,616$ XV.F Prepare As-Builts 8 4 16 40 68 10,580$ -$ 10,580$ 16 40 56 7,976$ -$ 7,976$ 0 -$ -$ -$ 124 18,556$ -$ 18,556$ XV.G Site Visits (50 Weeks)100 100 600$ 200 36,000$ 600$ 36,600$ 0 -$ -$ -$ 0 -$ -$ -$ 200 36,000$ 600$ 36,600$ XV.H Closeout 8 8 16 2,880$ -$ 2,880$ 0 -$ -$ -$ 0 -$ -$ -$ 16 2,880$ -$ 2,880$ XVI Subconsultant Coordination 46 66 0 0 26 0 -$ 138 25,480$ -$ 25,480$ 0 0 0 0 0 0 0 0 0 -$ 0 -$ -$ -$ 1350.5 222,707$ 13,610$ 236,317$ 1489 248,187$ 13,610$ 261,797$ XVI.A Wood Environmental: CEQA and Permitting 8 40 48 9,360$ -$ 9,360$ 0 -$ -$ -$ 270 44,230$ 8,610$ 52,840$ 318 53,590$ 8,610$ 62,200$ XVI.B Cotton Shires & Associates: Geotechnical Services 4 4 8 1,560$ -$ 1,560$ 0 -$ -$ -$ 40 7,800$ -$ 7,800$ 48 9,360$ -$ 9,360$ XVI.C Siegfried Engineering: Topographic and Utility Survey 4 4 8 1,340$ -$ 1,340$ 0 -$ -$ -$ 480 76,410$ 4,500$ 80,910$ 488 77,750$ 4,500$ 82,250$ XVI.D DMC Consulting: Trenchless Pipe Evaluation 8 4 12 2,120$ -$ 2,120$ 0 -$ -$ -$ 12 2,588$ -$ 2,588$ 24 4,708$ -$ 4,708$ XVI.E Davey Trees: Arborist 8 4 12 2,340$ -$ 2,340$ 0 -$ -$ -$ 200 35,000$ -$ 35,000$ 212 37,340$ -$ 37,340$ XVI.F Wood Environmental: Site Management Plan w/ HASP 4 4 8 1,560$ -$ 1,560$ 0 -$ -$ -$ 68 11,228$ -$ 11,228$ 76 12,788$ -$ 12,788$ XVI.G Sweeney & Associates: Irrigation Plan 8 8 16 32 5,360$ -$ 5,360$ 0 -$ -$ -$ 188 31,600$ -$ 31,600$ 220 36,960$ -$ 36,960$ XVI.H InCommon: Educational Placard Design 2 2 2 6 1,060$ -$ 1,060$ 0 -$ -$ -$ 40 6,000$ 500$ 6,500$ 46 7,060$ 500$ 7,560$ XVI.I Paradigm: Hydrologic Modeling 4 4 780$ -$ 780$ 0 -$ -$ -$ 53 7,852$ -$ 7,852$ 57 8,632$ -$ 8,632$ XVI.J Hollins Consulting: Construction Management (75 weeks)240 240 240 720 116,400$ -$ 116,400$ 0 -$ -$ -$ 3885 660,400$ -$ 660,400$ 4605 776,800$ -$ 776,800$ TOTAL TASKS 536 720 62 192 840 24 2,500$ 2374 408,570$ 2,500$ 411,070$ 27 43 128.5 122 40 42 76 108 82 310$ 668.5 121,962$ 310$ 122,272$ 1350.5 222,707$ 13,610$ 236,317$ 4393 753,239$ 16,420$ $ 769,660 Specialty Subconsultants* Construction Documents Phase Orange Memorial Park Stormwater Capture Project No.: sd1801 Project Lead, Engineering Design, Site Development Engineering, Stormwater Management, Regulatory Support, and Water Capture and Reuse Subconsultant: Brown & Caldwell Engineering Design, Open Channel Engineering, Structural Engineering, Electrical Engineering, and Mechanical Engineering Project Summary * Subconsultant proposals available upon request August 26, 2019 Public Works Department Attn: Bianca Liu City of South San Francisco 550 N. Canal Street South San Francisco, CA 94083 PROPOSAL FOR EXPANDED ORANGE MEMORIAL PARK WATER CAPTURE PROJECT Dear Ms. Liu: Effective on April 26, 2017, the California Department of Transportation (Caltrans) agreed to fund $9,500,000 to the Orange Memorial Storm Water Capture Project (Original Project) through Cooperative Implementation Agreement No. D43CIASF0001 between Caltrans and the City of South San Francisco (City). Lotus Water (Lotus) and our team of consultants (Project Team) entered into contract effective January 2, 2018 (Original Contract) with the City to provide design, permitting, and construction support services for the Original Project. The Project Team completed 60% design on June 7, 2019 and is now entering the 90% design phase. Lotus recently assisted the City in drafting a second Cooperative Implementation Agreement No. D43CIASF0002 between Caltrans and the City that would result in Caltrans funding an additional $6,000,000 to increase the scale of the Original Project. Caltrans and the City have verbally agreed to execute the agreement. The Project Team understands that the additional funding will be used to effectively double the treatment capacity of the Original Project by increasing the capacity of the diversion, pretreatment structures, piping, flow splitter, and infiltration gallery. Thus, the Original Project would be upscaled into an Expanded Project. This proposal outlines the additional services necessary for the Project Team to deliver the Expanded Project. The fee proposal herein details the associated costs for the Lotus Water and Brown and Caldwell to provide the design and construction support services necessary to upscale the Original Project into the Expanded Project. The Project Team understands that this effort will begin at the onset of the 90% design phase in August 2019. The updated project schedule is also included showing critical milestones from 90% design through project completion. All terms and conditions of the Prime Contract would apply to this separate contract, if approved. The Project Team would truly appreciate the opportunity to continue providing our services to the City for the Expanded Project, and we share the City’s excitement for the benefits it would entail. Should you have any questions or require additional information, please contact Robert Dusenbury at 415.800.6805 or [email protected]. Very truly yours, Shauna Dunton, PE Robert Dusenbury, PE Project Manager Vice President Attachment 2 - Lotus Water Expanded Project Extra 2 I.Scope of Work and Deliverables The following Scope of Work reflects the work tasks that are necessary to deliver the Expanded Project. An Expanded Project is anticipated to extend the design period by at least six (6) weeks and the construction period by twenty-five (25) weeks. As a result of these longer durations, additional efforts are needed to complete design and construction. Specific deliverables are listed below particular tasks. The Fee Proposal in the following section is directly linked to the following proposed Scope of Work and deliverables. Required Tasks 1.Project Management 1.1 Ongoing Project Management Deliverables: Weekly Progress Calls Caltrans Coordination C/CAG and Water Board Coordination As-needed memoranda and meetings 2.Design Development & Construction Documents 2.1 60% Design Development 2.2 90% Construction Documents 2.3 100% Construction Documents Deliverables: 60% Submittal (Plans, Spec, and Costs) 90% Submittal (Plans, Spec, Costs, and SWPPP) 100% Submittal (Plans, Spec, Costs, and SWPPP) 3.Construction Support Services 3.1 RFI Responses 3.2 Contractor Submittal Reviews 3.3 Design-related Change Orders 3.4 Contractor Coordination and Site Inspections Deliverables: RFI responses Contractor Submittals Reviews Change Orders Site Visits for Contractor Coordination and Construction Inspections 3 II.Fee Proposal Our detailed fee estimate for the Expanded Project is provided in Attachment A, which shows the fees needed for each Project Team member to complete each task. The summary table below shows each task and its total fee. The optional Construction Management task is broken out separately to show the Expanded Project fee total with and without its inclusion. Proposals from individual subcontractors are available upon request. III.Schedule The detailed Project schedule is on the following page. Construction is anticipated to begin in May 2020. TASK #TASK DESCRIPTION FEE ESTIMATE X Project Management and Coordination 49,590$ XI Design Development. Construction Documents 111,286$ XV Construction Support Services 48,580$ TOTAL ALL TASKS: 209,456$ Orange Memorial Park Stormwater Capture Project No.: sd1801 Required Tasks Orange Memorial Park Water Capture Proejct City of South San Francisco Lotus Water START END WEEKS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 CEQA and Environmental Permitting Task 1 Environmental Evaluation & Documentation 1/2/19 8/28/19 34 Task 2 Archaeological Investigation 2/26/19 4/23/19 8 Task 3 Regulatory Requirements and Permits 5/22/19 12/4/19 28 Design Development, Construction Documents Task 1 Receive updated expanded survey 1/21/19 1/21/19 0.0 Task 2 30% Design Drawings 1/1/19 3/4/19 Task 3 60% Submittal (Plans, Spec, and Costs)3/5/19 6/8/19 14 Task 4 90% Submittal (Plans, Spec, Costs, and SWPPP)7/17/19 10/23/19 14 Task 5 100% Submittal (Plans, Spec, Costs, and SWPPP)11/13/19 1/10/20 8 Operations & Maintenance Template, Monitoring Plans Task 1 Develop O&M Template 8/21/19 10/23/19 9 Task 2 Develop Hydrologic Monitoring Plan 10/28/19 12/23/19 8 Task 3 WQ Monitoring Baseline Development and Plan 10/28/19 12/23/19 8 Bid Process Task 1 Prepare Bid Documents 1/13/20 2/3/20 3 Task 2 Pre-Bid Meeting 2/6/20 2/6/20 0 Task 3 Respond to Inquires 2/6/20 2/20/20 2 Task 4 Prepare Addenda to Bid Documents 2/21/20 3/6/20 2 Task 5 Award 3/20/20 3/20/20 0 Construction Period Task 1 Construction 5/4/20 10/11/21 75 2021 105-144 Jan-OctMay - Dec 2020 AprFebMarAprMay 70-104 Jan MarFeb 2019 June July Aug Sept Oct Nov Dec TASK Project Start:Wed, 1/2/2019 2018 Jan 4 ATTACHMENT A DETAILED FEE ESTIMATE Prime Consultant: Lotus Water Project Role/Classification, Name Project Manager, Shuana Dunton, PETechnical Lead, Robert Dusenbury, PE Quality Review/Compliance,Eric Zickler, PESenior Project Engineer, Jess Wala, PEProject Engineer, Sarah TeplitskyProject Controls/Contracts, Pam Drake Direct Expenses ($)HoursLabor CostDirect ExpensesTOTAL COSTTechnical Lead, Mike Flake, PE Project Manager, Rosey Jencks, PlannerSenior Engineer, Manjit Saini, PEProject Engineer,Hamed Hakimelahi, PESenior Cost Estimator, Nitesh PoladiaStructural Engineer Dwight EvansStructural Engineer Eric FalkenCADD Drafter Alan SantiagoDirect Expenses ($)HoursLabor CostDirect ExpensesTOTAL COSTHoursLabor CostDirect ExpensesTOTAL COSTTask # Billing Rate $195 $195 $195 $165 $140 $95 $291 $254 $254 $150 $185 $185 $254 $130 X Project Management and Coordination 60 60 0 0 0 12 -$ 132 24,540$ -$ 24,540$ 0 75 0 40 0 0 0 0 -$ 115 25,050$ -$ 25,050$ 247 49,590$ -$ 49,590$ X.A On-going Project Management 60 60 12 132 24,540$ -$ 24,540$ 75 40 115 25,050$ -$ 25,050$ 247 49,590$ -$ 49,590$ XI Design Development. Construction Documents 100 100 14 40 200 0 -$ 454 76,330$ -$ 76,330$ 10 0 40 70 8 34 4 20 -$ 186 34,956$ -$ 34,956$ 640 111,286$ -$ 111,286$ XI.B 90% Submittal (Plans, Spec, and Costs)60 60 8 24 120 272 45,720$ -$ 45,720$ 6 24 40 4 20 2 12 108 20,350$ -$ 20,350$ 380 66,070$ -$ 66,070$ XI.C 100% Submittal (Plans, Spec, and Costs)40 40 6 16 80 182 30,610$ -$ 30,610$ 4 16 30 4 14 2 8 78 14,606$ -$ 14,606$ 260 45,216$ -$ 45,216$ XV Construction Support Services 0 50 0 50 0 0 450$ 100 18,000$ 450$ 18,450$ 0 0 80 53 0 0 0 12 300$ 145 29,830$ 300$ 30,130$ 245 47,830$ 750$ 48,580$ XV.C RFIs, Submittals, Design-related Change Orders 0 -$ -$ -$ 55 28 12 95 19,730$ -$ 19,730$ 95 19,730$ -$ 19,730$ XV.G Contractor Coordination and Site Inspections 50 50 450$ 100 18,000$ 450$ 18,450$ 25 25 300$ 50 10,100$ 300$ 10,400$ 150 28,100$ 750$ 28,850$ TOTAL TASKS 160 210 14 90 200 12 450$ 686 118,870$ 450$ 119,320$ 10 75 120 163 8 34 4 32 300$ 446 89,836$ 300$ 90,136$ 1132 208,706$ 750$ 209,456$ Required Tasks Orange Memorial Park Stormwater Capture Project No.: sd1801 Subconsultant: Brown & Caldwell Project Summary Project Lead, Engineering Design, Site Development Engineering, Stormwater Management, Regulatory Support, and Water Capture and Reuse Engineering Design, Open Channel Engineering, Structural Engineering, Electrical Engineering, and Mechanical Engineering Subconsultant proposal is available upon request. Orange Memorial Park Storm Water Capture Project South San Francisco City Council Meeting September 25, 2019 June 2019: 60% Design Completed September 2019: New $6M CIA with Caltrans Original Project Expanded Project •Budget = $9.5M •$1.0M for field renovation •Equivalent Area Treated = 590 ac •320 ac-ft/yr stormwater diverted & treated •120 ac-ft infiltrated •40 ac-ft used for irrigation •160 ac-ft treated & returned •Budget = $15.5M •$1.7M for field renovation •Equivalent Area Treated = 1,150 ac •640 ac-ft/yr stormwater diverted & treated •240 ac-ft infiltrated •40 ac-ft used for irrigation •360 ac-ft treated & returned Expanded Project Footprint Original Layout Expanded Layout Increased Performance Original Project Expanded Project Total Annual Runoff 16% Diverted 84% Bypass 93% Flows Reach the Bay 9% Treated 6% Infiltrated 1% Irrigation Total Annual Runoff 8% Diverted 92% Bypass 96% Flows Reach the Bay 4% Treated 3% Infiltrated 1% Irrigation Change Order Request •Change Order Request = $1,500,929 −$776,800 for optional Construction Administration task •Total Project Consultant Fees = $2,252,720 (including CA) CIA 1 CIA 2 Total CIA Budgets Actuals Project Management 176,400$ 88,000$ 264,400$ 242,889$ Project Approval & Envi Docs 529,200$ 105,000$ 634,200$ 455,781$ Plans, Specs, & Estimate 588,000$ 235,000$ 823,000$ 677,467$ Permitting 147,000$ -$ 147,000$ 99,783$ Total Soft Costs 1,440,600$ 428,000$ 1,868,600$ 1,475,920$ Construction Administration 352,800$ 424,000$ 776,800$ 776,800$ Total Hard Costs 7,706,600$ 5,148,000$ 12,854,600$ 13,247,280$ TOTAL 9,500,000$ 6,000,000$ 15,500,000$ 15,500,000$ Schedule –Design, Bid, and Construction 2019 2020 2021 •Complete design, bid stormwater capture •Planning ballfield replacement •Start Construction stormwater capture •Design ballfield replacement •Complete construction stormwater capture •Start Construction ballfield replacement Thank you! Extra Slides Expanded Project Footprint Upsized Elements •Instream diversion •Grit chamber •Diversion pipe •Flow splitter •Overflow pipe •Infiltration gallery Instream Diversion from Colma Creek Subsurface Storage Reservoir –Cross Section Water Treatment System City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:19-754 Agenda Date:9/25/2019 Version:1 Item #:3a. Resolution approving the First Amendment to the Consulting Services Agreement with Lotus Water for the Orange Memorial Storm Water Capture Project (sd1801),for an additional $1,500,929 for a total contract amount not to exceed $2,252,720,and to extend the agreement for an additional year.(Bianca Liu,Associate Engineer) WHEREAS,on April 26,2017,the California Department of Transportation (Caltrans)agreed to fund $9,500,000 to the Orange Memorial Storm Water Capture Project (Original Project)through Cooperative Implementation Agreement No. D43CIASF0001; and WHEREAS,City Council,at its regular meeting on January 24,2018,approved the selection of Lotus Water of San Francisco,California for the engineering and environmental studies,design,permitting and construction bid document preparation services for the Project; and WHEREAS,the agreement included assumptions which would later need to be revisited once the preferred concept was chosen; and WHEREAS,the preferred concept approved by the City Council and carried forward into design development was very different and significantly more complex from the assumed concept and unanticipated services became necessary through the course of the design development; and WHEREAS,Caltrans and the City are in the process of executing Cooperative Implementation Agreement No. D43CIASF0002 for an additional $6,000,000 in funding for the project; and WHEREAS,the Project Team understands that the additional funding will be used to effectively double the treatment capacity of the Original Project by increasing the capacity of the diversion,pretreatment structures, piping, flow splitter, and infiltration gallery; and WHEREAS,in order to continue to advance the design and incorporate the additional scope resulting from the additional funding for the expanded project,staff is requesting an additional amount of $1,500,929 for a total not to exceed amount of $2,252,720. NOW THEREFORE BE IT RESOLVED,that the City Council of South San Francisco hereby takes the City of South San Francisco Printed on 9/26/2019Page 1 of 2 powered by Legistar™ File #:19-754 Agenda Date:9/25/2019 Version:1 Item #:3a. following actions: 1.Approves the Amendment to the Consulting Services Agreement with Lotus Water,attached hereto and incorporated herein as Exhibit B,extending the term for one year and increasing the not to exceed amount by $1,500,929, for an amended total not to exceed amount of $2,252,720. 2.Authorizes the City Manager to execute the Amendment and to make any revisions,amendments,or modifications,deemed necessary to carry out the intent of this resolution which do not materially alter or increase the City’s obligations thereunder, subject to approval as to form by the City Attorney. Exhibits: A.Signed Consulting Services Agreement City of SSF - Lotus SSF B.Draft First Amendment Agreement ***** City of South San Francisco Printed on 9/26/2019Page 2 of 2 powered by Legistar™ Exhibit A Signed Consulting Services Agreement City of SSF - Lotus SSF Exhibit B Draft First Amendment Agreement FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND LOTUS WATER OF SAN FRANCISCO. THIS FIRST AMENDMENT TO THE CONSULTANT SERVICES AGREEMENT is made at South San Francisco, California, as of September 25, 2019 by and between THE CITY OF SOUTH SAN FRANCISCO (“City”), a municipal corporation, and Lotus Water of San Francisco. (“Consultant”), (sometimes referred together as the “Parties”) who agree as follows: RECITALS A. On January 24, 2018, City and Consultant entered that certain Consultant Services Agreement (“Agreement”) whereby Consultant agreed to provide consulting services described in the Exhibit A of the Agreement. A true and correct copy of the Agreement and its exhibits is attached as Exhibit A. B. City and Consultant now desire to amend the Agreement. NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Contractor hereby agree as follows: 1. All terms which are defined in the Agreement shall have the same meaning when used in this Amendment, unless specifically provided herein to the contrary. The Scope of work is amended and attached as Exhibit B and Exhibit C . 2. Section 1: Term. The December 31, 2020 end date for the term of services identified in Section 1 of the Agreement is hereby replaced with December 31, 2021. 3.Section 2: Compensation. Section 2 of the Agreement shall be amended such that the City agrees to pay Consultant a sum not to exceed $2,252,720, with the understanding that up to $746,914 has already been paid to Consultant. Consultant agrees this is the City’s total contribution for payment of costs under the Agreement unless additional payments are authorized in accordance with the terms of the Agreement and said terms of payment are mutually agreed to by and between the parties in writing. All other terms, conditions, scope of services, and provisions in the Agreement remain in full force and effect. If there is a conflict between the terms of this Amendment and the Agreement, the terms of the Agreement will control unless specifically modified by this Amendment. [SIGNATURES ON THE FOLLOWING PAGE] DRAFT Dated: CITY OF SOUTH SAN FRANCISCO CONSULTANT By: By: Charles M. Futrell City Manager Approved as to Form: By: City Attorney DRAFT 2 I. Scope of Work and Deliverables The following Scope of Work reflects the additional work tasks that are necessary to deliver the Project but were not included in Exhibit A Scope of Services of the Prime Contract. The updated Scope of Work includes both tasks that were wholly unanticipated in the Prime Contract as well as tasks that were anticipated but require expanded resources due to unanticipated project needs and City requests. The City may want Lotus to oversee the construction management (CM) process on their behalf, including the hiring and oversight of a Resident Engineer and Infrastructure Inspector to be onsite throughout the construction period. That service is included as an optional task in this proposal. Required Additional Tasks • Project Management. The City has requested that Lotus Water assume the External Project Manager role on behalf of the City for the duration of the project (i.e., through construction and closeout), in addition to serving in that role for the Project Team. • Design Development and Construction Documents. The project concept resulting from the Phase I alternatives analysis and approved by City Council to be carried forward into Design Development is significantly more complex than the original infiltration gallery concept presented in the RFP due to the addition of a non-potable water treatment & use system and flow-through treatment. As a result, the same deliverables noted in the Prime Contract require additional design effort. • Water Quality Monitoring Plan. The scope of this plan expanded with the addition of a water treatment and use system. • Construction Support Services. Due to the more complex nature of current project design as compared to the RFP project concept, additional site inspections, submittal reviews and responses to requests for information are anticipated. • Lotus Water and Brown and Caldwell will perform site visits throughout the construction period for contractor coordination and construction inspection. • Educational Placard. An interpretive sign with imagery will be designed for installation at the site as construction is being completed. The placard will illustrate the complete system, which will be largely underground, and explain the project’s multiple benefits to the visiting public. • Subconsultant Services o Brown and Caldwell’s original non-binding estimate for Phase II services did not include any hours for Project Management and Coordination. Such hours have been added to this change order request, o CEQA and Permitting. Two additional environmental studies and one additional permit have become necessary. Additionally, the City requested that the Project Team perform CEQA noticing and Native American consulting on their behalf. o Geotechnical Services. The geotechnical engineer will write a Design Criteria Letter and provide a Geotechnical Plan Review for excavation operations. EXHIBIT B DRAFT 3 o Survey. The Project location has moved since the beginning of Phase I, requiring a topographic and utility survey for a different area of the park. o Trenchless Pipe Expert. As a potential means to protect tree roots, a trenchless pipe expert was brought onboard to evaluate the costs and risks of potentially using trenchless technology to install the diversion pipe to the new project area. o Arborist. Given the new project location and that the diversion pipe will be installed via trenching, an arborist is necessary to develop tree protection specifications and to oversee construction during trenching for the diversion pipe installation. This service also involved tree removal prior to project construction. o Health and Safety Plan (HASP). Wood will prepare a Site Management Plan, which will contain the worker HASP as well as guidance on excavation and soils handling at the impacted southern former greenhouse parcel where the diversion and pretreatment structures are located. o Irrigation Plans. The existing irrigation systems within Orange Memorial Park and Centennial Trail where the source water will be replaced with treated stormwater from the water quality treatment shed will need to be retrofit with signage and materials compliance with regulatory requirements for onsite non-potable water reuse systems from the County Health Department and California Plumbing Code. Optional Additional Task •Construction Management. The Resident Engineer and Infrastructure Inspector would be contracted through and managed by Lotus, and their level of effort assumes approximately 50 cumulative hours per week – 25 hours for the Engineer and 25 hours for the Inspector – over a period of seventy (75) weeks. Specific deliverables are listed below particular tasks. The Fee Proposal in the following section is directly linked to the following proposed Scope of Work and deliverables. Required Phase II Tasks 1.Project Management 1.1 Ongoing Project Management (on behalf of the City) Deliverables: Revised Phase II Scope of Work Weekly Progress Calls Caltrans Coordination and Funding Request for an expanded project C/CAG and Water Board Coordination As-needed memoranda and meetingsDRAFT 4 2. Design Development & Construction Documents 2.1 60% Design Development 2.2 90% Construction Documents, including Irrigation Plan 2.3 100% Construction Documents, including Irrigation Plan Deliverables:  60% Submittal (Plans, Spec, and Costs)  90% Submittal (Plans, Spec, Costs, SWPPP, and Educational Placard)  100% Submittal (Plans, Spec, Costs, SWPPP, and Educational Placard) 3. Monitoring Plans 3.1 Develop Water Quality Monitoring Plan for Treatment & Use System Deliverables:  Water Quality Monitoring Plan 4. Construction Support Services 4.1 Site Visits 4.2 Review Contractor Submittals 4.3 Respond to RFI's Deliverables:  Weekly site visits for half day  Additional contractor submittals reviews  Additional responses to RFI’s 5. Subconsultant Services 5.1 CEQA and Permitting Deliverables:  Extended Phase 1 Archaeological Excavations and Report  Delineation of Wetlands/WoUS and Report  CEQA Noticing (on behalf of the City)  Native American Consultation (on behalf of the City)  Report of Waste Discharge Permitting 5.2 Geotechnical Services Deliverables:  Design Criteria Letter  Geotechnical Plan Review 5.3 Topographic and Utility Survey for New Project Area Deliverables:  Base Map with Boundary, Topography, Trees, Structures, Utilities, etc. 5.4 Trenchless Pipe Evaluation Deliverables: DRAFT 5  Cost Estimation and Risk Evaluation 5.5 Arborist Deliverables:  Tree Removal (4 Eucalyptus and grind stumps below grade)  Tree Protection Specifications  Construction Observation during Pipe Trenching 5.6 Site Management Plan Deliverables:  Worker Health and Safety Plan (HASP) for southern former greenhouse parcel  Soils management guidance for southern former greenhouse parcel Optional Phase II Tasks 6. Construction Management 6.1 Construction Management (on behalf of the City) Deliverables:  Hiring and management of Resident Engineer and Infrastructure Inspector  Administrative Paperwork  Weekly Progress Calls DRAFT 6 II. Fee Proposal Our detailed fee estimate for Phase II is provided in Attachment A, which shows the full fee needed to complete each Phase II task. The summary table below shows each Phase II task in the first two columns and its updated fee total in the third column. The fourth column shows the fee estimate from the Prime Contract, including the 10% contingency that was included for the Fee Estimate in the Prime Contract. The fifth column shows the difference between the updated fee estimates and the fees from the Prime Contract, which is the total fee estimate for the change order request. * The fee for the Construction Management optional task is taken from the two Cooperative Implementation Agreements (CIAs) between Caltrans and the City of South San Francisco; $776,800 is the sum of the budget estimates in the two CIAs for that task. An actual task order with final budget for Construction Management services will be issued prior to construction. Proposals from individual subcontractors are available upon request. III. Schedule The detailed Project schedule is on the following page. Lotus performed a critical path analysis on the schedule provided in the RFP. Slight adjustments were made to dates for some key deliverables (e.g., sequencing the delivery of the 100% Construction Documents, the City Council approval, and the development of the Bid Documents in an achievable time frame). Critical dependencies are reflected in the schedule. Task #Task Description UPDATEDAMOUNTPRIME CONTRACTAMOUNT(with 10% Contingency)CHANGE ORDER REQUEST AMOUNTX Project Management and Coordination 93,843$ 21,137$ 72,707$ XI Design Development. Construction Documents 275,160$ 136,829$ 138,331$ XII Operations & Maintenance Template 14,089$ 14,089$ -$ XIII Monitoring Plans 19,780$ 15,710$ 4,070$ XIV Bidding Services 15,852$ 15,842$ 9.80$ XV Construction Support Services 96,990$ 51,370$ 45,620$ XVI Additional Subconsultant Services 253,946$ -$ 253,946$ 769,660$ 254,977$ 514,682$ XVII Construction Management*776,800$ -$ 776,800$ TOTAL ALL TASKS: 1,546,460$ 254,977$ 1,291,482$ CHANGE ORDER TOTAL REQUIRED TASKS: Orange Memorial Park Stormwater Capture Project No.: sd1801 Phase II - Required Tasks Phase II - Optional TaskDRAFT Orange Memorial Park Water Capture Proejct City of South San Francisco Lotus Water START END WEEKS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 CEQA and Environmental Permitting Task 1 Environmental Evaluation & Documentation 1/2/19 8/28/19 34 Task 2 Archaeological Investigation 2/26/19 4/23/19 8 Task 3 Regulatory Requirements and Permits 5/22/19 12/4/19 28 Design Development, Construction Documents Task 1 Receive updated expanded survey 1/21/19 1/21/19 0.0 Task 2 30% Design Drawings 1/1/19 3/4/19 Task 3 60% Submittal (Plans, Spec, and Costs)3/5/19 6/8/19 14 Task 4 90% Submittal (Plans, Spec, Costs, and SWPPP)7/17/19 10/23/19 14 Task 5 100% Submittal (Plans, Spec, Costs, and SWPPP)11/13/19 1/10/20 8 Operations & Maintenance Template, Monitoring Plans Task 1 Develop O&M Template 8/21/19 10/23/19 9 Task 2 Develop Hydrologic Monitoring Plan 10/28/19 12/23/19 8 Task 3 WQ Monitoring Baseline Development and Plan 10/28/19 12/23/19 8 Bid Process Task 1 Prepare Bid Documents 1/13/20 2/3/20 3 Task 2 Pre-Bid Meeting 2/6/20 2/6/20 0 Task 3 Respond to Inquires 2/6/20 2/20/20 2 Task 4 Prepare Addenda to Bid Documents 2/21/20 3/6/20 2 Task 5 Award 3/20/20 3/20/20 0 Construction Period Task 1 Construction 5/4/20 10/11/21 75 2021 105-144 Jan-OctMay - Dec 2020 AprFebMarAprMay 70-104 Jan MarFeb 2019 June July Aug Sept Oct Nov Dec TASK Project Start:Wed, 1/2/2019 2018 Jan DRAFT DETAILED FEE ESTIMATE DRAFT Prime Consultant: Lotus Water Project Role/Classification, Name Project Manager, Shuana Dunton, PETechnical Lead, Robert Dusenbury, PE Quality Review/Compliance,Eric Zickler, PESenior Project Engineer, Jess Wala, PEProject Engineer, Sarah TeplitskyProject Controls/Contracts, Pam Drake Direct Expenses ($)HoursLabor CostDirect ExpensesTOTAL COSTTechnical Lead, Mike Flake, PE Project Manager, Rosey Jencks, PlannerSenior Engineer, Manjit Saini, PEAmy Neal, PE, Project EngineerProject Engineer, Valerie Fuchs, PE Senior Cost Estimator, Nitesh PoladiaStructural Engineer,Dwight EvansCADD Drafter,Alan SantiagoProject Engineer I, Hamideh Riazi, PE Direct Expenses ($)HoursLabor CostDirect ExpensesTOTAL COSTHoursLabor CostDirect ExpensesTOTAL COSTHoursLabor CostDirect ExpensesTOTAL COSTTask # Billing Rate $195 $195 $195 $165 $140 $95 $291 $254 $254 $166 $133 $185 $185 $130 $111 X Project Management and Coordination 140 232 2 12 20 24 400$ 430 79,990$ 400$ 80,390$ 5 35 12 0 0 0 0 0 0 60$ 52 13,393$ 60$ 13,453$ 0 -$ -$ -$ 482 93,383$ 460$ 93,843$ X.A Confirm Project and Verify/Refine Scope 20 12 2 12 46 8,610$ -$ 8,610$ 1 1 4 6 1,561$ -$ 1,561$ 0 -$ -$ -$ 52 10,171$ -$ 10,171$ X.B On-going Project Management 80 160 24 200$ 264 49,080$ 200$ 49,280$ 30 30 7,620$ -$ 7,620$ 294 56,700$ 200$ 56,900$ X.C Coordination meetings with City staff and outside agencies 40 60 20 200$ 120 22,300$ 200$ 22,500$ 4 4 8 60$ 16 4,212$ 60$ 4,272$ 0 -$ -$ -$ 136 26,512$ 260$ 26,772$ XI Design Development. Construction Documents 262 232 52 56 480 0 1,500$ 1082 182,910$ 1,500$ 184,410$ 22 8 116 0 0 42 76 108 80 250$ 452 82,648$ 250$ 82,898$ 0 -$ -$ -$ 1534 265,558$ 1,750$ 267,308$ XI.A 60% Submittal (PS&E)150 120 24 240 500$ 534 90,930$ 500$ 91,430$ 12 4 80 22 40 60 40 250$ 258 48,538$ 250$ 48,788$ 0 -$ -$ -$ 792 139,468$ 750$ 140,218$ XI.B 90% Submittal (PS&E + SWPPP)64 64 16 32 140 500$ 316 52,960$ 500$ 53,460$ 6 4 20 12 24 32 22 120 21,104$ -$ 21,104$ 0 -$ -$ -$ 436 74,064$ 500$ 74,564$ XI.C 100% Submittal (PS&E + SWPPP)48 48 12 24 100 500$ 232 39,020$ 500$ 39,520$ 4 16 8 12 16 18 74 13,006$ -$ 13,006$ 306 52,026$ 500$ 52,526$ XII O&M Template 12 24 0 0 48 0 -$ 84 13,740$ -$ 13,740$ 0 0 0.5 0 0 0 0 0 2 -$ 2.5 349$ -$ 349$ 0 -$ -$ -$ 87 14,089$ -$ 14,089$ XII.A Develop O&M Template 12 24 48 84 13,740$ -$ 13,740$ 0.5 2 3 349$ -$ 349$ 0 -$ -$ -$ 87 14,089$ -$ 14,089$ XIII Monitoring Plans 0 40 4 0 80 0 -$ 124 19,780$ -$ 19,780$ 0 0 0 0 0 0 0 0 0 -$ 0 -$ -$ -$ 0 -$ -$ -$ 124 19,780$ -$ 19,780$ XIII.A Develop Hydrologic Monitoring Plan 20 2 40 62 9,890$ -$ 9,890$ 0 -$ -$ -$ 0 -$ -$ -$ 62 9,890$ -$ 9,890$ XIII.B Develop Water Quality Monitoring Plan 20 2 40 62 9,890$ -$ 9,890$ 0 -$ -$ -$ 0 -$ -$ -$ 62 9,890$ -$ 9,890$ XIV Bidding Services 24 0 0 0 30 0 -$ 54 8,880$ -$ 8,880$ 0 0 0 42 0 0 0 0 0 -$ 42 6,972$ -$ 6,972$ 0 -$ -$ -$ 96 15,852$ -$ 15,852$ XIV.A Prepare Bid Documents 10 18 28 4,470$ -$ 4,470$ 30 30 4,980$ -$ 4,980$ 0 -$ -$ -$ 58 9,450$ -$ 9,450$ XIV.B Attend Pre-Bid Meeting 6 4 10 1,730$ -$ 1,730$ 4 4 664$ -$ 664$ 0 -$ -$ -$ 14 2,394$ -$ 2,394$ XIV.C Respond to Inquires 4 4 780$ -$ 780$ 0 -$ -$ -$ 0 -$ -$ -$ 4 780$ -$ 780$ XIV.D Prepare Addenda to Bid Documents 8 8 1,120$ -$ 1,120$ 8 8 1,328$ -$ 1,328$ 0 -$ -$ -$ 16 2,448$ -$ 2,448$ XIV.E Attend Bid Opening and Review Bids 4 4 780$ -$ 780$ 0 -$ -$ -$ 0 -$ -$ -$ 4 780$ -$ 780$ XV Construction Support Services 52 126 4 124 156 0 600$ 462 77,790$ 600$ 78,390$ 0 0 0 80 40 0 0 0 0 -$ 120 18,600$ -$ 18,600$ 0 -$ -$ -$ 582 96,390$ 600$ 96,990$ XV.A Attend Onsite Meetings 4 4 8 1,340$ -$ 1,340$ 4 4 664$ -$ 664$ 0 -$ -$ -$ 12 2,004$ -$ 2,004$ XV.B Review Submittals 12 12 48 72 11,400$ -$ 11,400$ 0 -$ -$ -$ 0 -$ -$ -$ 72 11,400$ -$ 11,400$ XV.C Respond to RFI's 12 12 48 72 11,400$ -$ 11,400$ 44 44 7,304$ -$ 7,304$ 0 -$ -$ -$ 116 18,704$ -$ 18,704$ XV.D Prepare Design-Related Change Orders 4 2 10 16 2,570$ -$ 2,570$ 10 10 1,660$ -$ 1,660$ 0 -$ -$ -$ 26 4,230$ -$ 4,230$ XV.E Final Inspection and Punch List 4 6 10 1,620$ -$ 1,620$ 6 6 996$ -$ 996$ 0 -$ -$ -$ 16 2,616$ -$ 2,616$ XV.F Prepare As-Builts 8 4 16 40 68 10,580$ -$ 10,580$ 16 40 56 7,976$ -$ 7,976$ 0 -$ -$ -$ 124 18,556$ -$ 18,556$ XV.G Site Visits (50 Weeks)100 100 600$ 200 36,000$ 600$ 36,600$ 0 -$ -$ -$ 0 -$ -$ -$ 200 36,000$ 600$ 36,600$ XV.H Closeout 8 8 16 2,880$ -$ 2,880$ 0 -$ -$ -$ 0 -$ -$ -$ 16 2,880$ -$ 2,880$ XVI Subconsultant Coordination 46 66 0 0 26 0 -$ 138 25,480$ -$ 25,480$ 0 0 0 0 0 0 0 0 0 -$ 0 -$ -$ -$ 1350.5 222,707$ 13,610$ 236,317$ 1489 248,187$ 13,610$ 261,797$ XVI.A Wood Environmental: CEQA and Permitting 8 40 48 9,360$ -$ 9,360$ 0 -$ -$ -$ 270 44,230$ 8,610$ 52,840$ 318 53,590$ 8,610$ 62,200$ XVI.B Cotton Shires & Associates: Geotechnical Services 4 4 8 1,560$ -$ 1,560$ 0 -$ -$ -$ 40 7,800$ -$ 7,800$ 48 9,360$ -$ 9,360$ XVI.C Siegfried Engineering: Topographic and Utility Survey 4 4 8 1,340$ -$ 1,340$ 0 -$ -$ -$ 480 76,410$ 4,500$ 80,910$ 488 77,750$ 4,500$ 82,250$ XVI.D DMC Consulting: Trenchless Pipe Evaluation 8 4 12 2,120$ -$ 2,120$ 0 -$ -$ -$ 12 2,588$ -$ 2,588$ 24 4,708$ -$ 4,708$ XVI.E Davey Trees: Arborist 8 4 12 2,340$ -$ 2,340$ 0 -$ -$ -$ 200 35,000$ -$ 35,000$ 212 37,340$ -$ 37,340$ XVI.F Wood Environmental: Site Management Plan w/ HASP 4 4 8 1,560$ -$ 1,560$ 0 -$ -$ -$ 68 11,228$ -$ 11,228$ 76 12,788$ -$ 12,788$ XVI.G Sweeney & Associates: Irrigation Plan 8 8 16 32 5,360$ -$ 5,360$ 0 -$ -$ -$ 188 31,600$ -$ 31,600$ 220 36,960$ -$ 36,960$ XVI.H InCommon: Educational Placard Design 2 2 2 6 1,060$ -$ 1,060$ 0 -$ -$ -$ 40 6,000$ 500$ 6,500$ 46 7,060$ 500$ 7,560$ XVI.I Paradigm: Hydrologic Modeling 4 4 780$ -$ 780$ 0 -$ -$ -$ 53 7,852$ -$ 7,852$ 57 8,632$ -$ 8,632$ XVI.J Hollins Consulting: Construction Management (75 weeks)240 240 240 720 116,400$ -$ 116,400$ 0 -$ -$ -$ 3885 660,400$ -$ 660,400$ 4605 776,800$ -$ 776,800$ TOTAL TASKS 536 720 62 192 840 24 2,500$ 2374 408,570$ 2,500$ 411,070$ 27 43 128.5 122 40 42 76 108 82 310$ 668.5 121,962$ 310$ 122,272$ 1350.5 222,707$ 13,610$ 236,317$ 4393 753,239$ 16,420$ $ 769,660 Specialty Subconsultants* Construction Documents Phase Orange Memorial Park Stormwater Capture Project No.: sd1801 Project Lead, Engineering Design, Site Development Engineering, Stormwater Management, Regulatory Support, and Water Capture and Reuse Subconsultant: Brown & Caldwell Engineering Design, Open Channel Engineering, Structural Engineering, Electrical Engineering, and Mechanical Engineering Project Summary * Subconsultant proposals available upon request DRAFT 2 I.Scope of Work and Deliverables The following Scope of Work reflects the work tasks that are necessary to deliver the Expanded Project. An Expanded Project is anticipated to extend the design period by at least six (6) weeks and the construction period by twenty-five (25) weeks. As a result of these longer durations, additional efforts are needed to complete design and construction. Specific deliverables are listed below particular tasks. The Fee Proposal in the following section is directly linked to the following proposed Scope of Work and deliverables. Required Tasks 1.Project Management 1.1 Ongoing Project Management Deliverables: Weekly Progress Calls Caltrans Coordination C/CAG and Water Board Coordination As-needed memoranda and meetings 2.Design Development & Construction Documents 2.1 60% Design Development 2.2 90% Construction Documents 2.3 100% Construction Documents Deliverables: 60% Submittal (Plans, Spec, and Costs) 90% Submittal (Plans, Spec, Costs, and SWPPP) 100% Submittal (Plans, Spec, Costs, and SWPPP) 3.Construction Support Services 3.1 RFI Responses 3.2 Contractor Submittal Reviews 3.3 Design-related Change Orders 3.4 Contractor Coordination and Site Inspections Deliverables: RFI responses Contractor Submittals Reviews Change Orders Site Visits for Contractor Coordination and Construction Inspections EXHIBIT C DRAFT 3 II.Fee Proposal Our detailed fee estimate for the Expanded Project is provided in Attachment A, which shows the fees needed for each Project Team member to complete each task. The summary table below shows each task and its total fee. The optional Construction Management task is broken out separately to show the Expanded Project fee total with and without its inclusion. Proposals from individual subcontractors are available upon request. III.Schedule The detailed Project schedule is on the following page. Construction is anticipated to begin in May 2020. TASK #TASK DESCRIPTION FEE ESTIMATE X Project Management and Coordination 49,590$ XI Design Development. Construction Documents 111,286$ XV Construction Support Services 48,580$ TOTAL ALL TASKS: 209,456$ Orange Memorial Park Stormwater Capture Project No.: sd1801 Required Tasks DRAFT Orange Memorial Park Water Capture Proejct City of South San Francisco Lotus Water START END WEEKS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 CEQA and Environmental Permitting Task 1 Environmental Evaluation & Documentation 1/2/19 8/28/19 34 Task 2 Archaeological Investigation 2/26/19 4/23/19 8 Task 3 Regulatory Requirements and Permits 5/22/19 12/4/19 28 Design Development, Construction Documents Task 1 Receive updated expanded survey 1/21/19 1/21/19 0.0 Task 2 30% Design Drawings 1/1/19 3/4/19 Task 3 60% Submittal (Plans, Spec, and Costs)3/5/19 6/8/19 14 Task 4 90% Submittal (Plans, Spec, Costs, and SWPPP)7/17/19 10/23/19 14 Task 5 100% Submittal (Plans, Spec, Costs, and SWPPP)11/13/19 1/10/20 8 Operations & Maintenance Template, Monitoring Plans Task 1 Develop O&M Template 8/21/19 10/23/19 9 Task 2 Develop Hydrologic Monitoring Plan 10/28/19 12/23/19 8 Task 3 WQ Monitoring Baseline Development and Plan 10/28/19 12/23/19 8 Bid Process Task 1 Prepare Bid Documents 1/13/20 2/3/20 3 Task 2 Pre-Bid Meeting 2/6/20 2/6/20 0 Task 3 Respond to Inquires 2/6/20 2/20/20 2 Task 4 Prepare Addenda to Bid Documents 2/21/20 3/6/20 2 Task 5 Award 3/20/20 3/20/20 0 Construction Period Task 1 Construction 5/4/20 10/11/21 75 2021 105-144 Jan-OctMay - Dec 2020 AprFebMarAprMay 70-104 Jan MarFeb 2019 June July Aug Sept Oct Nov Dec TASK Project Start:Wed, 1/2/2019 2018 Jan DRAFT 4 DETAILED FEE ESTIMATE DRAFT Prime Consultant: Lotus Water Project Role/Classification, Name Project Manager, Shuana Dunton, PETechnical Lead, Robert Dusenbury, PE Quality Review/Compliance,Eric Zickler, PESenior Project Engineer, Jess Wala, PEProject Engineer, Sarah TeplitskyProject Controls/Contracts, Pam Drake Direct Expenses ($)HoursLabor CostDirect ExpensesTOTAL COSTTechnical Lead, Mike Flake, PE Project Manager, Rosey Jencks, PlannerSenior Engineer, Manjit Saini, PEProject Engineer,Hamed Hakimelahi, PESenior Cost Estimator, Nitesh PoladiaStructural Engineer Dwight EvansStructural Engineer Eric FalkenCADD Drafter Alan SantiagoDirect Expenses ($)HoursLabor CostDirect ExpensesTOTAL COSTHoursLabor CostDirect ExpensesTOTAL COSTTask # Billing Rate $195 $195 $195 $165 $140 $95 $291 $254 $254 $150 $185 $185 $254 $130 X Project Management and Coordination 60 60 0 0 0 12 -$ 132 24,540$ -$ 24,540$ 0 75 0 40 0 0 0 0 -$ 115 25,050$ -$ 25,050$ 247 49,590$ -$ 49,590$ X.A On-going Project Management 60 60 12 132 24,540$ -$ 24,540$ 75 40 115 25,050$ -$ 25,050$ 247 49,590$ -$ 49,590$ XI Design Development. Construction Documents 100 100 14 40 200 0 -$ 454 76,330$ -$ 76,330$ 10 0 40 70 8 34 4 20 -$ 186 34,956$ -$ 34,956$ 640 111,286$ -$ 111,286$ XI.B 90% Submittal (Plans, Spec, and Costs)60 60 8 24 120 272 45,720$ -$ 45,720$ 6 24 40 4 20 2 12 108 20,350$ -$ 20,350$ 380 66,070$ -$ 66,070$ XI.C 100% Submittal (Plans, Spec, and Costs)40 40 6 16 80 182 30,610$ -$ 30,610$ 4 16 30 4 14 2 8 78 14,606$ -$ 14,606$ 260 45,216$ -$ 45,216$ XV Construction Support Services 0 50 0 50 0 0 450$ 100 18,000$ 450$ 18,450$ 0 0 80 53 0 0 0 12 300$ 145 29,830$ 300$ 30,130$ 245 47,830$ 750$ 48,580$ XV.C RFIs, Submittals, Design-related Change Orders 0 -$ -$ -$ 55 28 12 95 19,730$ -$ 19,730$ 95 19,730$ -$ 19,730$ XV.G Contractor Coordination and Site Inspections 50 50 450$ 100 18,000$ 450$ 18,450$ 25 25 300$ 50 10,100$ 300$ 10,400$ 150 28,100$ 750$ 28,850$ TOTAL TASKS 160 210 14 90 200 12 450$ 686 118,870$ 450$ 119,320$ 10 75 120 163 8 34 4 32 300$ 446 89,836$ 300$ 90,136$ 1132 208,706$ 750$ 209,456$ Required Tasks Orange Memorial Park Stormwater Capture Project No.: sd1801 Subconsultant: Brown & Caldwell Project Summary Project Lead, Engineering Design, Site Development Engineering, Stormwater Management, Regulatory Support, and Water Capture and Reuse Engineering Design, Open Channel Engineering, Structural Engineering, Electrical Engineering, and Mechanical Engineering Subconsultant proposal is available upon request.DRAFT City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-1214 Agenda Date:9/25/2019 Version:1 Item #:4. Report regarding a resolution awarding a construction contract to RK Engineering,Inc.of San Francisco, California for the North Access Road Bike and Pedestrian Improvement Project (ST1806)in an amount not to exceed $534,119.50,authorizing a total construction budget of $667,649.38,authorizing the City Manager to execute an agreement on behalf of the City,and approving Budget Amendment No.20.019.(Jason Hallare, Associate Civil Engineer) RECOMMENDATION It is recommended that the City Council adopt a resolution awarding a construction contract to RK Engineering,Inc.of San Francisco,California for the North Access Road Bike and Pedestrian Improvement Project (ST1806)in an amount not to exceed $534,119.50,authorizing a total construction budget of $667,649.38,authorizing the City Manager to execute an agreement on behalf of the City,and approving Budget Amendment No. 20.019. BACKGROUND/DISCUSSION The City of South San Francisco (“City”)is one of the permittees of a San Francisco Bay Conservation and Development Commission (“BCDC”)permit under BCDC Permit No.1998.011.05 for the Park SFO parking structure.One of the conditions of this BCDC Permit is to provide connectivity to the San Francisco Bay Trail through the installation of a Class IV separated bike way on North Access Road from South Airport Boulevard to the San Bruno Canal Bridge where it will connect to the existing San Francisco Bay Trail.The City will construct these required improvements as part of this Project ST1806 North Access Road Bike and Pedestrian Improvements Project. Staff advertised a notice inviting bids for the project on July 21,2019.On August 30,2019,staff received four (4)bids in response.Public Works contracts are ordinarily awarded to the lowest responsible bidder whose bid is responsive to the solicitation.(Public Contract Code §20166.)The lowest responsible bidder was RK Engineering,Inc.of San Francisco,California.Staff has verified the low bidder’s current contractor’s license with the California State Licensing Board and found it to be in good standing. The following is a summary of all bids received: Base Bid Amount RK Engineering, Inc. of San Francisco, California $534,119.50 Golden Bay Construction of Hayward, California $549,811.45 Sposeto Engineering, Inc. of Livermore, California $600,944.00 Minerva Construction, Inc. of San Francisco, California $649,000.00 The Engineer’s estimate is $499,600.00. City of South San Francisco Printed on 10/10/2019Page 1 of 2 powered by Legistar™ File #:17-1214 Agenda Date:9/25/2019 Version:1 Item #:4. The project construction budget is as follows: RK Engineering Construction Contract $534,119.50 Construction Contingency (15%)$ 80,117.93 Construction Management/Construction Administration (10%)$ 53,411.95 Total Project Construction Budget $667,649.38 The construction contingency of 15%will be used for any additional costs related to design or construction method changes during the construction operations.The construction management and administration of 10% will cover staff time and consultant costs to oversee and manage the contractor.There are no Disadvantaged Business Enterprise (DBE) requirements since no federal funds are being utilized on the project. FUNDING This project is funded by the General Funds,Measure A,and Senate Bill 1 (SB 1)funding.The project is included in the City of South San Francisco’s Fiscal Year 2019-20 Capital Improvement Program (Project No. ST1806).Staff requests approval of Budget Amendment No.20.019 to transfer an additional $110,000 from Measure A funds into the project budget to cover this project’s construction and contingency. RELATIONSHIP TO THE STRATEGIC PLAN This project adheres to the Strategic Plan “Priority Area 2 Initiative 2.2 -Excellent bike paths,Pedestrian ways and multi-modal transportation options”,by promoting bike use and safety within this area and connecting to the San Francisco Bay Trail. CONCLUSION Staff recommends awarding the construction contract to RK Engineering of San Francisco,California,for the North Access Road Bike and Pedestrian Improvement Project which will extend connectivity to the San Francisco Bay Trail and satisfy the condition of the BCDC permit. Attachments: 1.Vicinity Map 2.Plans & Rendering City of South San Francisco Printed on 10/10/2019Page 2 of 2 powered by Legistar™ R E V I S I O N S D A V ID C. MAHAMAR E G I STERED PROFESSIONAL ENGINEERSTATE OF CALIFORNIACIVIL NORTH ACCESS ROADNO R T H A C C E S S R O A D SOUTH AIRPORT BOULEVARDMATCH LINE A SEE SHEET PD-3SOUTH SAN FRANCISCONORTH ACCESS ROAD PEDESTRIAN AND BIKE IMPROVEMENT PROJECTSS-4 R E V I S I O N S D A V ID C. MAHAMAR E G I STERED PROFESSIONAL ENGINEERSTATE OF CALIFORNIACIVIL NORTH ACCESS ROADNORTH ACCESS ROADSan Francisco Bay TrailMATCH LINE A SEE SHEET PD-2 SOUTH SAN FRANCISCONORTH ACCESS ROAD PEDESTRIAN AND BIKE IMPROVEMENT PROJECTSS-5 City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:17-1215 Agenda Date:9/25/2019 Version:1 Item #:4a. Resolution awarding a construction contract to RK Engineering,Inc.of San Francisco,California for the North Access Road Bike and Pedestrian Improvement Project (ST1806)in an amount not to exceed $534,119.50, authorizing a total construction budget of $667,649.38,authorizing the City Manager to execute an agreement on behalf of the City, and approving Budget Amendment 20.019. WHEREAS,the City of South San Francisco (“City”)is one of the permittees of a San Francisco Bay Conservation and Development Commission (“BCDC”)permit under BCDC Permit No.1998.011.05 for the Park SFO parking structure; and WHEREAS,as a condition of BCDC Permit No.1998.011.05 the City is to provide connectivity to the San Francisco Bay Trail through the installation of a Class IV separated bike way on North Access Road from South Airport Boulevard to the San Bruno Canal Bridge where it will connect to the existing San Francisco Bay Trail; and WHEREAS,the City will construct these required improvements as part of this Project ST1806 North Access Road Bike and Pedestrian Improvements Project; and WHEREAS, Staff advertised a notice inviting bids for the project on July 21, 2019; and WHEREAS, on August 30, 2019, staff received four (4) bids in response; and WHEREAS,the lowest responsible bidder was RK Engineering,Inc.of San Francisco,California with a bid amount of $534,119.50; and WHEREAS,staff has verified the low bidder’s current contractor’s license with the California State Licensing Board and found it to be in good standing; and WHEREAS,a construction contingency of 15%($80,117.93)will be used for any additional costs related to design or construction method changes during the construction operations; and WHEREAS,a construction management and administration of 10%($53,411.95)will cover staff time and consultant costs to oversee and manage the contractor; and WHEREAS, this project is funded by the General Funds, Measure A, and Senate Bill 1 (SB 1) funding; and City of South San Francisco Printed on 10/21/2019Page 1 of 2 powered by Legistar™ File #:17-1215 Agenda Date:9/25/2019 Version:1 Item #:4a. WHEREAS,the project is included in the City of South San Francisco’s Fiscal Year 2019-20 Capital Improvement Program (Project No. ST1806); and WHEREAS,staff requests approval of Budget Amendment No.20.019 to transfer an additional $110,000 from Measure A funds into the project to cover construction and contingency. NOW,THEREFORE,BE IT RESOLVED,by the City Council of the City of South San Francisco that the City Council hereby awards a construction contract,a draft of which is attached hereto as Exhibit A,for the North Access Road Bike and Pedestrian Improvement Project to RK Engineering,Inc.of San Francisco,California,in an amount not to exceed $534,119.50 conditioned on RK Engineering,Inc.’s timely execution of the Project contract and submission of all required documents,including but not limited to,certificates of insurance and endorsement, in accordance with the Project documents. BE IT FURTHER RESOLVED the City Council authorizes a total Project construction budget of $667,649.38 and authorizes the City Manager to utilize unspent amount of the total Project,if necessary,towards additional construction contingency and construction management and administration budget. BE IT FURTHER RESOLVED the City Council authorizes the Finance Department to establish the Project Budget consistent with the information contained in the staff report. BE IT FURTHER RESOLVED the City Council approves Budget Amendment No.20.019,appropriating $111,000 in Measure A funds and amending the Fiscal Year 2019-20 Capital Improvement Program. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the agreement and any other related documents on behalf of the City upon timely submission by RK Engineering,Inc.of the signed contract and all other documents, subject to approval by the City Attorney. BE IT FURTHER RESOLVED that the City Council authorizes the City Manager to take any other related actions consistent with the intention of the resolution. Exhibit A: Draft Agreement ***** City of South San Francisco Printed on 10/21/2019Page 2 of 2 powered by Legistar™ CITY OF SOUTH SAN FRANCISCO NORTH ACCESS ROAD BIKE AND PEDESTRIAN IMPROVEMENTS PROJECT Project No. ST1806 Bid No. 2630 FORM OF AGREEMENT FOR PUBLIC IMPROVEMENTS THIS PAGE INTENTIONALLY LEFT BLANK FORM OF AGREEMENT FOR PUBLIC IMPROVEMENTS TABLE OF CONTENTS Page No. 1. Scope of Work A-1 2. The Contract Documents A-1 3. Equipment - Performance of Work A-2 4. Contract Price A-2 5. Rights of City to Increase Working Days A-2 6. Option of City to Terminate Agreement in Event A-3 of Failure to Complete Work 7. Termination of Contract for Convenience A-3 8. Performance by Sureties A-6 9. Hold-Harmless Agreement and Contractor's Insurance A-6 10. Insurance A-6 11. Proof of Carriage of Insurance A-8 12. Provisions Cumulative A-8 13. Notices A-8 14. Interpretation A-8 Attachment A – Escrow Agreement for Security Deposits in Lieu of Retention Page A-1 of 12 FORM OF AGREEMENT FOR PUBLIC IMPROVEMENTS THIS AGREEMENT made and entered into this ____, day of ______, _____, between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation and political subdivision of the State of California, hereinafter called “CITY”, and RK Engineering, Inc., hereinafter called “CONTRACTOR”1. W I T N E S S E T H: WHEREAS, City has taken appropriate proceedings to authorize construction of the public work and improvements herein provided and execution of this contract. WHEREAS, a notice was duly published for bids for the contract for the improvements hereinafter described. WHEREAS, on ____________, notice duly given, the City Council (“Council”) of said City awarded the contract for the construction of the improvements hereinafter described to the Contractor, which Contractor said Council found to be the lowest responsible bidder for said improvements. WHEREAS, City and Contractor desire to enter into this agreement for the construction of said improvements pursuant to the terms, definitions, and conditions set forth in the General Provisions and other Contract Documents. IT IS AGREED as follows: 1. Scope of Work. Contractor shall perform the Work described briefly as follows: The Work consists of the furnishing of all labor, materials, tools, equipment, and services necessary for the construction of the NORTH ACCESS ROAD BIKE AND PEDESTRIAN IMPROVEMENTS PROJECT; in accordance with the Contract Documents. Also included are any such other items or details not mentioned above that are required by the Contract Documents, which are to be constructed or furnished and installed as shown on the plans, as specified herein and as directed by the Engineer. The aforementioned improvements are further described in the "Contract Documents" hereinafter referred to. 2. The Contract Documents. The complete Contract consists of the following documents: (A) Notice Inviting Bids (B) Part I – Submitted Proposal (as accepted) (C) This Agreement, including Contractor’s Payment Bond, Faithful Performance Bond and Guaranty Bond. (D) Part II – General Conditions 1. 1The term "Contractor" as used herein is employed without distinction as to either number or gender and shall include whenever the context shall permit all agents, representatives, employees, servants, subcontractors and business or social invitees. Page A-2 of 9 (E) Part III – Special Provisions: Special Conditions and Technical Specifications, including State Standard Specifications dated 2015, sections 10-99, as revised in Revised Standard Specifications (RSS) dated April 20, 2018 (F) Part IV – Project Plans dated June 5, 2019 (G) Administrative subsections of the State Standard Specifications dated 2015, as specifically referenced in contract Parts I-IV and as revised in RSS dated April 20, 2018 All rights and obligations of City and Contractor are fully set forth and described in the contract documents. All of the above-named documents are intended to cooperate, so that any work called for in one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents. The documents comprising the complete contract will hereinafter be referred to as “the Contract Documents.” 3. Equipment - Performance of Work. Contractor shall furnish all tools, equipment, apparatus, facilities, labor, and materials necessary to perform and complete in a good and workmanlike manner the Work of general construction as called for, and for the manner designated in, and in strict conformity with, the plans and specifications for said Work entitled: NORTH ACCESS ROAD BIKE AND PEDESTRIAN IMPROVEMENTS PROJECT The equipment, apparatus, facilities, labor, and materials shall be furnished and said Work performed and completed as required in said plans and specifications under the direction and supervision and subject to the approval of the Engineer of said City or the Engineer’s designated assistant. 4. Contract Price. City shall pay, and Contractor shall accept, in full payment for the Work agreed to be done the sum of FIVE HUNDRED THIRTY FOUR THOUSAND ONE HUNDRED AND NINETEEN DOLLARS AND FIFTY CENTS ($534,119.50). Said price is determined by the lump sum price contained in Contractor's bid proposal (“Bid”). The lump sum price and unit prices are set forth in the completed Bid forms attached hereto and made a part hereof as if set forth herein verbatim. In the event work is performed or materials furnished in addition to those set forth in Contractor's bid and the specifications herein, such work and materials will be paid for at the unit prices therein contained. Said amount shall be paid in installments as hereinafter provided. 5. Rights of City to Increase Working Days. If such Work is not completed within the time specified, the Engineer shall have the right to increase the number of working days in the amount it may determine will best serve the interest of the City. If it desires to increase said number of working days, it shall have the further right to charge to Contractor and deduct from the final payment for the Work the actual cost of engineering, inspection, superintendence, and other overhead expenses which are directly chargeable to Contractor and which accrue during the period of such extension, except that the cost of the final service and preparation of the final estimates shall not be included in such charges, provided, however, that no extension of time for the completion of such Work shall be allowed unless at least twenty (20) calendar days prior to the time herein fixed for the completion thereof or the time fixed by the Engineer for such completion as extended, Contractor shall have filed application for extension thereof, in writing with the Engineer. 6. Option of City to Terminate Agreement in Event of Failure to Complete Work. If at any time in the opinion of the Engineer, the Contractor has refused or failed to prosecute the Work or any severable part thereof, with such diligence as will insure its work, or any completion within the time specified, or Page A-3 of 9 any extensions thereof, or shall have failed to complete said work within such time, or if Contractor should be adjudged a bankrupt, or if Contractor should make a general assignment for the benefit of Contractor's creditors, or if a receiver should be appointed in the event of Contractor's insolvency, or if Contractor, or any Subcontractor, should violate any of the provisions of this Agreement, the Engineer may give written notice to Contractor, and Contractor's sureties of its intention to terminate this Agreement, such notice to contain the reasons for such intention to terminate this Agreement, and unless within five calendar (5) days after the serving of such notice, such violation shall cease and satisfactory arrangements for the correction thereof be made, this Agreement may, at the option of City, upon expiration of said time, cease and terminate. Any excess of cost arising therefrom over and above the contract price will be charged against the Contractor and the Contractor’s sureties who will be liable therefore. In the event of such termination, all money due the Contractor or retained under the terms of this contract shall be forfeited to the City; but such forfeiture will not release the Contractor or the Contractor’s sureties from liability or failure to fulfill the contract. The Contractor and the Contractor’s sureties will be credited with the amount of money so forfeited toward any excess of cost over and above the contract price, arising from the suspension termination of the operations of the contract and the completion of the Work by the City as above provided, and the Contractor will be so credited with any surplus remaining after all just claims for such completion have been paid. In the determination of the question whether there has been any such noncompliance with the contract as to warrant the suspension termination or annulment thereof, the decision of the Engineer shall be binding on all parties to the contract. 7. Termination of Contract for Convenience. The City also reserves the right to terminate the contract at any time upon a determination by the Engineer in the Engineer's sole discretion that termination of the contract is in the best interest of the City. If the City elects to terminate the contract for convenience, the termination of the contract and the total compensation payable to the Contractor shall be governed by the following: (A) The City will issue the Contractor a written notice signed by the Engineer, specifying that the contract is terminated. Upon receipt of said written notice, the Contractor will be relieved of further responsibility for damage to the Work (excluding materials) as specified in Section VII-17, "Contractor's Responsibility for the Work," of the General Conditions and, except as otherwise directed in writing by the Engineer, the Contractor shall: (1) Stop all work under the contract except that specifically directed to be completed prior to acceptance. (2) Perform work the Engineer deems necessary to secure the project for termination. (3) Remove equipment and plant from the site of the Work. (4) Take such action as is necessary to protect materials from damage. (5) Notify all subcontractors and suppliers that the contract is being terminated and that their contracts or orders are not to be further performed unless otherwise authorized in writing by the Engineer. (6) Provide the Engineer with an inventory list of all materials previously produced, purchased or ordered from suppliers for use in the Work and not yet used in the Page A-4 of 9 Work, including its storage location, and such other information as the Engineer may request. (7) Dispose of materials not yet used in the Work as directed by the Engineer. It shall be the Contractor's responsibility to provide the City with good title to all materials purchased by the City hereunder, including materials for which partial payment has been made as provided in Section IX-2, “Progress Payments,” of the General Conditions and with bills of sale or other documents of title for such materials. (8) Subject to the prior written approval of the Engineer, settle all outstanding liabilities and all claims arising out of subcontracts or orders for materials terminated hereunder. To the extent directed by the Engineer, the Contractor shall assign to the City all the right, title, and interest of the Contractor under subcontracts or orders for materials terminated hereunder. (9) Furnish the Engineer with the documentation required to be furnished by the Contractor under the provisions of the contract, including, on projects as to which Federal and State funds are involved, all documentation required under the Federal and State requirements included in the contract. (10) Take such other actions as the Engineer may direct. (B) Acceptance of the contract as hereinafter specified shall not relieve the Contractor of responsibility for damage to materials. The Contractor shall continue to be responsible for damage to materials after issuance of the Notice of Termination, except as follows: (1) The Contractor’s responsibility for damage to materials for which partial payment has been made as provided in Section IX-2, “Progress Payments,” of the General Conditions and for materials furnished by the City for use in the Work and unused shall terminate when the Engineer certifies that such materials have been stored in the manner and at the locations the Engineer has directed. (2) The Contractor’s responsibility for damage to materials purchased by the City subsequent to the issuance of the notice that the contract is to be terminated shall terminate when title and delivery of such materials has been taken by the City. (3) When the Engineer determines that the Contractor has completed the Work under the contract directed to be completed prior to termination and such other work as may have been ordered to secure the project for termination, the Contractor will recommend that the Engineer formally accept the contract to the extent performed, and immediately upon and after such acceptance by the Engineer, the Contractor will not be required to perform any further Work thereon and shall be relieved of the Contractor's contractual responsibilities for injury to persons or property which occurs after the formal acceptance of the project by the Engineer. (C) Termination of the contract shall not relieve the surety of its obligation for any just claims arising out of the work performed. (D) The total compensation to be paid to the Contractor shall be determined by the Engineer on the basis of the following: Page A-5 of 9 (1) The reasonable cost to the Contractor, without profit, for all work performed under the contract, including mobilization, demobilization and work done to secure the project for termination. In determining the reasonable cost, deductions will be made for the cost of materials to be retained by the Contractor, amounts realized by the sale of materials, and for other appropriate credits against the cost of the work. When, in the opinion of the Engineer, the cost of a contract item of work is excessively high due to costs incurred to remedy or replace defective or rejected work, the reasonable cost to be allowed will be the estimated reasonable cost of performing such work in compliance with the requirements of the plans and specifications and the excessive actual cost shall be disallowed. (2) A reasonable allowance for profit on the cost of the work performed as determined under Subsection (1), provided the Contractor establishes to the satisfaction of the Engineer that it is reasonably probable that the Contractor would have made a profit had the contract been completed and provided further, that the profit allowed shall in no event exceed four (4) percent of said cost. (3) The reasonable cost to the Contractor of handling material returned to the vendor, delivered to the City, or otherwise disposed of as directed by the Engineer. (4) A reasonable allowance for the Contractor’s administrative costs in determining the amount payable due to termination of the contract. (5) A reasonable credit to the City for defective or incomplete work not corrected. All records of the Contractor and subcontractors necessary to determine compensation in accordance with the provisions of this Section 5 shall be open to inspection or audit by representatives of the City at all times after issuance of the Notice of Termination and for a period of three (3) years, thereafter, and such records shall be retained for that period. After acceptance of the Work by the Engineer, the Engineer may make payments on the basis of interim estimates pending issuance of the Final Estimate in accordance with Section IX-7, “Final Payment,” of the General Conditions when, in the Engineer's opinion, the amount thus paid, together with all amounts previously paid or allowed, will not result in total compensation in excess of that to which the Contractor will be entitled. All payments, including payment upon the Final Estimate shall be subject to deduction for prior payments and amounts, if any, to be kept or retained under the provisions of the contract. If this contract is terminated by the City for cause, and it is later determined that the proper basis for a termination for cause did not exist, the termination shall be deemed to have been a termination for convenience and governed by the terms of this contract dealing with such termination. If the contract is terminated by the City for cause or convenience, such termination shall neither act as a waiver by the City of its right to require the Contractor to correct defects in the Work performed by the Contractor nor void any warranties applicable to the Work performed under the contract. The provisions of this Section 5 shall be included in all subcontracts. In the event of conflict between the termination provisions of this Section 8 and any other provision or the contract, this Section 5 shall prevail. Page A-6 of 9 8. Performance by Sureties. In the event of any termination as herein before provided, City shall immediately give written notice thereof to Contractor and Contractor's sureties and the sureties shall have the right to take over and perform the Agreement, provided, however, that if the sureties, within five (5) working days after giving them said notice of termination, do not give the City written notice of their intention to take over the performance of the Agreement and do not commence performance thereof within five (5) working days after notice to the City of such election, City may take over the Work and prosecute the same to completion by contract or by any other method it may deem advisable, for the account, and at the expense, of Contractor, and the sureties shall be liable to City for any excess cost or damages occasioned City thereby; and, in such event, City may, without liability for so doing, take possession of and utilize in completing the Work such materials, appliances, plant, and other property belonging to Contractor as may be on the site of the Work and necessary therefore. Should Contractor contract in an individual capacity, the surety bond shall contain the following provision: “Should Contractor contract in the Contractor’s individual capacity, the death of the Contractor shall not relieve the surety of its obligations.” 9. Hold-Harmless Agreement and Contractor's Insurance. Contractor agrees to, and shall, hold City, its elective and appointive boards, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Contractor's or any of Subcontractor's operations under this Agreement, whether such operations be by Contractor or by any Subcontractor or Subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for, Contractor or any Subcontractor or Subcontractors. Contractor agrees to, and shall, defend City and its elective and appointive boards, officers, agents, and employees from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid operations, provided as follows: (A) The City does not, and shall not, waive any rights against Contractor which it may have by reason of the aforesaid hold-harmless agreement, because of the acceptance by City, or the deposit with City by Contractor, of any of the insurance policies hereinafter described in Paragraph 15, “Insurance” hereof. (B) That the aforesaid hold-harmless agreement by Contractor shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations of Contractor or any Subcontractor, regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages. 10. Insurance. The Contractor shall take out and maintain during the life of this Agreement the following policies of insurance: (A) Workers' Compensation and Employers' Liability Insurance providing full statutory coverage. In signing this Agreement, the Contractor makes the following certification, required by Section 1861 of the California Labor Code: "I am aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this contract". Page A-7 of 9 (B) Comprehensive General Liability Insurance. Public Liability Insurance (includes premises, elevator - if applicable, products, completed operations, personal injury and contractual): (1) Bodily Injury Liability: $ 500,000 each person $1,000,000 each occurrence (2) Property Damage Liability [includes XCU (explosion, collapse, and underground damage); water damage and broad form property damage or third party liability]: $ 500,000 per occurrence (C) Comprehensive Automobile Liability Insurance (includes owned, non-owned, and hired vehicles): (1) Bodily Injury Liability: $ 500,000 per person $1,000,000 each occurrence (2) Property Damage Liability: $ 500,000 each occurrence (D) It is agreed that the insurance required by Subsections B and C, in an aggregate amount of not less than ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000), shall be extended to include as additional insured the City of South San Francisco, its elective and appointive boards, commissions, officers, agents, employees, with respect to operations performed by the Contractor, as described herein. Evidence of this insurance described above shall be provided to City upon execution of this Agreement and shall be subject to approval of the City Attorney as to form, amount, and carrier. The policy of insurance shall also contain a provision indicating that such insurance shall not be reduced or cancelled except upon thirty (30) calendar days written notice to City. In addition, the following endorsement shall be made on said policy of insurance: "The following are named as additional insured on the above policies: The City of South San Francisco, its elective and appointive boards, officers, agents, and employees." "Notwithstanding any other provision in this policy, the insurance afforded hereunder to the City of South San Francisco shall be primary as to any other insurance or re-insurance covering or available to the City of South San Francisco, and such other insurance or reinsurance shall not be required to contribute to any liability or loss until and unless the approximate limit of liability afforded hereunder is exhausted." The above requirements that the City be named as additional insured, that the insurance shall be primary to any other, and that the insurance not be cancelled without notice, shall be provided in the form Page A-8 of 9 of an endorsement signed by an authorized representative of the insurance company providing coverage, who shall declare his or her authority to sign on behalf of the insurer. 11. Proof of Carriage of Insurance. Contractor shall furnish City through the Engineer, concurrently with the execution hereof, with satisfactory proof of carriage of the insurance required and that each carrier shall give City at least thirty (30) calendar days prior notice of the cancellation or change of any policy during the effective period of this contract. Further, if the Contractor’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self- insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. 12. Provisions Cumulative. The provisions of this Agreement are cumulative, and in addition to and not in limitation of, any other rights or remedies available to City. 13. Notices. All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid. Notices required to be given to City shall be addressed as follows: City Clerk City Hall, 400 Grand Avenue South San Francisco, California 94080 Notices required to be given to Contractor shall be addressed as follows: _________________________________________________________________________ _________________________________________________________________________ Notices required to be given sureties of Contractor shall be addressed as follows: _________________________________________________________________________ Notices required to be given to the Escrow Agent of Contractor, if any, shall be addressed as follows: _________________________________________________________________________ 14. Interpretation. As used herein, any gender includes each other gender, the singular includes the plural, and vice versa. IN WITNESS WHEREOF, two (2) identical counterparts of this Agreement, consisting of twelve (12) pages (being pages A-1 through A-12), each of which counterparts shall for all purposes be deemed an original of said Agreement, have been duly executed by the parties hereinabove named, on the day and year first hereinabove written. Page A-9 of 9 ATTEST: CITY: City of South San Francisco, a municipal corporation _______________________________ By: _____________________________ City Clerk Charles M. Futrell, City Manager ATTEST: CONTRACTOR:_______________________ __________________________________ _______________________________ By:_______________________________ (If Contractor is an individual, so state. If Contractor is a Corporation, a corporate seal or signatures of the President or Vice President and the Secretary Treasurer are required). ATTACHMENT A ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION THIS ESCROW AGREEMENT is made and entered into by and between the City of South San Francisco whose address is 400 Grand Ave., P.O. Box 711, South San Francisco, CA 94083, hereinafter referred to as "City," and ________________________________________,whose address is ___________________________________________________________, hereinafter called “Contractor” and ______________________________________________________________,whose address is ___________________________________________________________, hereinafter called “Escrow Agent.” For the consideration hereinafter set forth, the Owner, Contractor, and Escrow Agent agree as follows: 1. Pursuant to Section 22300 of the Public Contract Code of the State of California, Contractor has the option to deposit securities with Escrow Agent as a substitute for retention earnings required to be withheld by Owner pursuant to the Construction Contract entered into between the Owner and Contractor for __________________ in the amount of _______________dollars ($_____) dated ___________ (hereinafter referred to as the “Contract”). Alternately, on written request of the Contractor, the Owner shall make payments of the retention earnings directly to the Escrow Agent. When the Contractor deposits the securities as a substitute for Contract earnings, the Escrow Agent shall notify the Owner within 10 working days of the deposit. The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention under the terms of the Contract between the Owner and Contractor. Securities shall be held in the name of _______________, and shall designate the Contractor as the beneficial owner. 2. The Owner shall make progress payments to the Contractor for those funds which otherwise would be withheld from progress payments pursuant to the Contract provisions, provided that the Escrow Agent holds securities in the form and amount specified above. 3. When the Owner makes payment of retentions earned directly to the Escrow Agent, the Escrow Agent shall hold them for the benefit of the Contractor until the time that the escrow created under this contract is terminated. The Contractor may direct the investment of the payments into securities. All terms and conditions of this agreement and the rights and responsibilities of the parties shall be equally applicable and binding when the Owner pays the Escrow Agent directly. 4. Contractor shall be responsible for paying all fees for the expenses incurred by Escrow Agent in administering the Escrow Account and all expenses of the Owner. These expenses and payment terms shall be determined by the Owner, Contractor, and Escrow Agent. 5. The interest earned on the securities or the money market accounts held in escrow and all interest earned on that interest shall be for the sole account of Contractor and shall be subject to withdrawal by Contractor at any time and from time to time without notice to the Owner. 6. Contractor shall have the right to withdraw all or any part of the principal in the Escrow Account only by written notice to Escrow Agent accompanied by written authorization from the Owner to the Escrow Agent that Owner consents to the withdrawal of the amount sought to be withdrawn by Contractor. 7. The Owner shall have a right to draw upon the securities in the event of default by the Contractor. Upon seven day’s written notice to the Escrow Agent from the Owner of the default, the Escrow Agent shall immediately convert the securities to cash and shall distribute the cash as instructed by the Owner. 8. Upon receipt of written notification from the Owner certifying that the Contract is final and complete, and that the Contractor has complied with all requirements and procedures applicable to the Contract, Escrow Agent shall release to Contractor all securities and interest on deposit less escrow fees and charges of the Escrow Account. The escrow shall be closed immediately upon disbursement of all moneys and securities on deposit and payments of fees and charges. 9. Escrow Agent shall rely on the written notifications from the Owner and the Contractor pursuant to Sections (5) to (8), inclusive, of this Agreement, and the Owner and Contractor shall hold Escrow Agent harmless from Escrow Agent’s release and disbursement of the securities and interest as set forth above. 10. The names of the persons who are authorized to give written notice or to receive written notice on behalf of the Owner and on behalf of Contractor in connection with the foregoing, and exemplars of their respective signatures are as follows: On behalf of Owner: On behalf of Contractor: __________________________________ __________________________________ Title Title __________________________________ __________________________________ Name Name __________________________________ __________________________________ Signature Signature __________________________________ __________________________________ Address Address On behalf of Escrow Agent: __________________________________ Title __________________________________ Name __________________________________ Signature __________________________________ Address At the time the Escrow Account is opened, the Owner and Contractor shall deliver to the Escrow Agent a fully executed counterpart of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement by their proper officers on the date first set forth above. Owner: Contractor: __________________________________ __________________________________ Title Title __________________________________ __________________________________ Name Name __________________________________ __________________________________ Signature Signature Approved as to form: Attest: _____________________________________ __________________________________ City Attorney Date City Clerk City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:19-657 Agenda Date:9/25/2019 Version:1 Item #:5. Report regarding a resolution approving a second Exclusive Negotiating Rights Agreement (“ENRA”)between the City of South San Francisco,and Firehouse Work,LLC and Habitat for Humanity Greater San Francisco, for the property located at 201 Baden Avenue,and authorize the City Manager to execute the agreement.(Julie Barnard, Economic Development Coordinator) RECOMMENDATION Staff recommends that the City Council approve,and authorize the City Manager to execute,an Exclusive Negotiating Rights Agreement for the disposition of the City-owned retired Firehouse at 201 Baden Avenue with Firehouse Work, LLC and Habitat for Humanity Greater San Francisco. BACKGROUND The City-owned,retired firehouse at 201 Baden (the “Property”)fronts Baden Avenue to the north and Second Lane to the south,between Linden Avenue and Airport Boulevard.The Property is approximately 22,460 square feet (0.51 acres) and consists of three parcels (APN 012-335-100, 012-335-110 and an unnamed parcel). Through a competitive Request for Proposals (“RFP”)process,the developer team,Firehouse Live,LLC and Firehouse Work,LLC (formerly Fire House Live/Work),was selected by Council as the developer for the site. The development team initially proposed: Concept:Retain the firehouse for office/commercial (for occupancy by Group 4 and other businesses)and develop residential units and some new retail in the current undeveloped space. Ideal tenants:Locally sourced food and beverage establishments or creative new experiences not currently found in the downtown area. Total Number of Units:24 units (studios - 2 bedroom units) BMR Units:Proposing 50% of units to be affordable Retail Space:9,800 square feet At its August 20,2018 meeting,the Housing Standing Committee directed staff to begin negotiations on an Exclusive Negotiating Rights Agreement (“ENRA”)with the team.At that time the team was comprised of members of Group 4 who represent the Firehouse Work team and Lawlor Land Use,representing the Firehouse Live team.The consortium agreed to offer 50%of the housing units at Below Market Rate (“BMR”)prices in partnership with Habitat for Humanity Greater San Francisco. On February 27,2019,the City Council approved the ENRA (“Original ENRA”).Key ENRA provisions included: ·Initial term of 180 days (this term has since expired on August 30, 2019); City of South San Francisco Printed on 9/27/2019Page 1 of 3 powered by Legistar™ File #:19-657 Agenda Date:9/25/2019 Version:1 Item #:5. ·Option for three 90 day administrative extensions with a payment of $15,000 per extension; ·Demonstration of commitment to maximize the number of affordable housing units; ·Demonstration the project is financially feasible and capable of completion; ·Submission of a joint “soft entitlement” planning application (“Pre-App”); ·Determination of the purchase price for the Property; ·Engagement of a retail broker to market the retail component; and ·Negotiation of a purchase and sales agreement. DISCUSSION Since the March 4,2019 effective date of the Original ENRA,the developer team has been working with City staff on meeting the obligations of the ENRA and troubleshooting the more complicated components of the proposed project.During the initial term of the ENRA,the developer team completed the following work to help advance the project concept: ·Due diligence ·Preparation for entitlements including;the completion of the Historical Evaluation Report,Asbestos and Lead Report, and Traffic Impact Assessment ·Selection of architectural team The initial proposal included 12 market rate units and 12 BMR units.However,through the planning process, Lawlor Land Use discovered they could not make the project financially feasible with such a small number of market rate units.Habitat for Humanity is prepared to entirely assume the Firehouse Live portion of the Project. They have proposed the following minor revisions to the development proposal: ·Construct at least 24 ‘family sized’ units; ·Units will be offered for-sale; and ·Sale prices will target households earning 60% to 80% of Area Median Income (“AMI”). The Original ENRA has expired and the City and development team are no longer in exclusive negotiations. Rather than an ENRA amendment, the development team have requested a new ENRA. The key business points and deviations from the Original ENRA are outlined below: ·Conversion of the residential portion of the project from 50% BMR to 100% BMR; ·Exchange of Firehouse Live, LLC with Habitat for Humanity Greater San Francisco; ·Second ENRA term of 180 days; ·Revision of project milestones to include a joint Pre-App during the ENRA phase,followed by separate Purchase and Sale Agreements (“PSAs”) and entitlement processes; and ·HGSF to provide Financing Progress reports to the City every 30 days. Firehouse Live and Firehouse Work Project Team Separation The new ENRA contemplates the Firehouse Work and Habitat for Humanity projects moving forward together, with the execution of the PSA being the point at which they separate.The two projects have different time constraints and the developers have expressed repeated interest to split as soon as possible.There have been discussions with City Planning staff relating to the entitlement requirements of each project,but without an application, it is difficult to determine the full extent that the projects depend on one another. Nevertheless,the Firehouse Work team would like to prepare the retired firehouse for occupancy by Group 4 as soon as possible because of the company’s operational needs.Doing so will require,at a minimum,a lot merger City of South San Francisco Printed on 9/27/2019Page 2 of 3 powered by Legistar™ File #:19-657 Agenda Date:9/25/2019 Version:1 Item #:5. soon as possible because of the company’s operational needs.Doing so will require,at a minimum,a lot merger and lot line adjustment,tenant improvements,and resolving other technical issues that bind the projects,such as shared parking and garbage pickup.Conversely,Habitat for Humanity’s proposed residential development will require a full entitlement package and securing public financing,both lengthy processes.The Habitat team is willing to submit a Pre-App during the ENRA period and will submit a full Planning application once the City and developer have executed a PSA because of the cost-commitment required of a full Planning application and the site control needed to seek public financing.Between the entitlement process and securing funding, it is unlikely that Habitat for Humanity will be ready for property conveyance until early 2021. To address their different needs,the developer team has contemplated a path forward where the developers remain joined through the Pre-App and PSA negotiation phase,but split when the PSAs are taken forward to Council and the Property is split into two lots.Through the Pre-App process and prior to the PSA finalization, the developer team intends to resolve some of the issues that may bind the projects (parking and garbage,for example). If in the unlikely event one of the developers is unable to proceed,the ENRA provides the City with an option to replace one developer or terminate both, subject to City Council’s approval. FISCAL IMPACT The developer team submitted a deposit in the amount of $50,000 for the land during the previous ENRA term. This deposit was paid by the Firehouse Work team and will be credited towards the purchase price of the old firehouse portion of the Property.The City has set up a cost recovery fund and received a payment of $30,000 to pay for City Attorney fees and staff time for the Firehouse Work portion of the project.Once this is exhausted,the City may request an additional $30,000.The City has no past practice of cost recovery for City Attorney fees and staff time when negotiating property disposition with non-profit affordable housing developers.Therefore,the General Fund will be impacted through staff time and City Attorney fees for the Habitat for Humanity portion of the project only. Once the purchase price of the Property has been negotiated,after the fiscal impact of the Project has been determined, these funds will also belong to the General Fund. RELATIONSHIP TO STRATEGIC PLAN The approval of this item adheres to Strategic Plan Initiative 2.3:Promote a balanced mix of housing options in South San Francisco.Additionally,it furthers achieves the goals outlined in the Downtown Station Area Specific Plan,as identified in Strategic Plan Initiative 5.1:Further progress on action items from the Downtown Station Area Specific Plan. CONCLUSION Staff recommends that the City Council approve an Exclusive Negotiating Rights Agreement for the disposition of the City-owned retired Firehouse at 201 Baden Avenue with Firehouse Work,LLC and Habitat for Humanity Greater San Francisco, and authorize the City Manager to execute the agreement. City of South San Francisco Printed on 9/27/2019Page 3 of 3 powered by Legistar™ City of South San Francisco Legislation Text P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA File #:19-658 Agenda Date:9/25/2019 Version:1 Item #:5a. Resolution approving a second Exclusive Negotiating Rights Agreement between the City of South San Francisco, and Firehouse Work, LLC and Habitat for Humanity Greater San Francisco, for the property located at 201 Baden Avenue authorizing the City Manager to execute the agreement. WHEREAS, The City-owned, retired firehouse at 201 Baden (the “Property”) is approximately 22,460 square feet (0.51 acres) and consists of three parcels (APN 012-335-100, 012-335-110 and an unnamed parcel); and, WHEREAS, Firehouse Live, LLC and Firehouse Work, LLC (formerly Fire House Live/Work), were selected by Council as the developer for the site; and, WHEREAS, after the developer selection, the Housing Standing Committee directed staff to begin negotiations on an Exclusive Negotiating Rights Agreement (“ENRA”) with the team; and, WHEREAS, at that time the Firehouse Work team was comprised of members Group 4 and Firehouse Live team was comprised of Lawlor Land Use; and, WHEREAS, the consortium agreed to offer 50% of the housing units at Below Market Rate (“BMR”) prices in partnership with Habitat for Humanity Greater San Francisco (“HGSF”); and, WHEREAS, on February 27, 2019, the City Council approved the ENRA (“Original ENRA”); and, WHEREAS, the key terms negotiated in the ENRA included a 180 day term, three 90 day administrative extensions for a fee of $15,000, developer commitment to the BMR units, demonstrated financial feasibility, submission of a joint entitlement application (“Pre-App”), and the final purchase price determination; and, WHEREAS, the Original ENRA came into effect on March 4, 2019; and, WHEREAS, developer team has been working with City staff on meeting the obligations of the ENRA and troubleshooting the more complicated components of the proposed project; and, WHEREAS, Lawlor Land Use discovered they could not make the project financially feasible with only 12 market rate units; and, WHEREAS, HGSF is prepared to entirely assume the Firehouse Live portion of the Project; and, WHEREAS, HGSF will develop 24 for-sale BMR units, targeting 60-80% of Area Median Income (“AMI”) City of South San Francisco Printed on 9/27/2019Page 1 of 2 powered by Legistar™ File #:19-658 Agenda Date:9/25/2019 Version:1 Item #:5a. levels; and, WHEREAS, the Original ENRA expired and the City and development team are no longer in exclusive negotiations and the development team have requested a new ENRA; and, WHEREAS, the key business points and deviations from the Original ENRA include an increase in the number of BMR units from 50% to 100%, exchange of developers from Lawlor Land Use to HGSF, a term of 180 days, a joint Pre-App, and separate Purchase and Sale Agreements (“PSAs”) and entitlement processes and HGSF to provide Financing Progress reports to the City every 30 days; and, WHEREAS, to address their different Project needs, the developer team has contemplated a path forward where the developers remain joined through the Pre-App and PSA negotiation phase; and, WHEREAS, prior to the PSA finalization, the developer team intends to resolve some of the issues that may bind the projects; and, WHEREAS, the ENRA provides the City with an option to replace one developer or terminate the ENRA as to both, subject to City Council’s approval; and, NOW, THEREFORE, the City Council of the City of South San Francisco does hereby resolve as follows: 1. The Recitals set forth above are true and correct, and are incorporated herein by reference. 2. The Exclusive Negotiating Rights Agreement, substantially in the form attached as Exhibit A hereto, is hereby approved. 3. The City Manager or his designee is hereby authorized to execute it on behalf of the City Council; to make revisions to the Agreement, with review and approval by the City Attorney, which do not materially or substantially increase the City’s obligations thereunder; to sign all documents; to make all approvals and take all actions necessary or appropriate to carry out and implement the intent of this Resolution. ***** Exhibit A:Exclusive Negotiating Rights Agreement with Firehouse Work and Habitat for Humanity Greater San Francisco City of South San Francisco Printed on 9/27/2019Page 2 of 2 powered by Legistar™ EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT by and between FIREHOUSE WORK, LLC, HABITAT FOR HUMANITY GREATER SAN FRANCISCO, INC. and CITY OF SOUTH SAN FRANCISCO 2 of 19 THIS EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT (this “Agreement”) is entered into by and between the CITY OF SOUTH SAN FRANCISCO, a municipal corporation (“City”), FIREHOUSE WORK, LLC, a California Limited Liability Company (“FHW”), and HABITAT FOR HUMANITY GREATER SAN FRANCISCO, INC., a California Non-Profit Corporation (“HGSF”; each a “Developer” and both collectively described as “Developers”) dated as of _________________, 2019 (the “Effective Date”). City and Developers are each referred to as (“Party”) or collectively referred to as the (“Parties”). WHEREAS, the City is the owner of certain real property located at 201 Baden Avenue, in the City of South San Francisco, California, known as County Assessor’s Parcel Numbers (“APN”) 012-335-100, 012-335-110, and the portion of Cypress Street that is to be vacated, with a combined lot size of 22,500 square feet, and more particularly shown attached hereto as Exhibit A, and incorporated herein by this reference (the “Property”); and WHEREAS, the Property, commonly known as the Old Firehouse, was decommissioned as a fire station in 2006 and has been used for interim storage uses since 2008; and WHEREAS, the City adopted the South San Francisco Downtown Station Area Specific Plan in 2015 which set forth a vision for the downtown focusing on revitalization, new residential developments, improvements along Grand Avenue and adjacent corridors, and encouraging Transit-Oriented Development projects that encourage bicycle and pedestrian links to regional transportation hubs; and WHEREAS in March 2016 the City followed the Surplus Land Act (California Government Codes Sections 54220 et seq.) noticing requirements and offered public entities an opportunity to notify the City of its interest in purchasing or leasing the property for the purpose of expanding parks and/or recreation services, open space public schools or affordable housing, and received no responses; and WHEREAS, in 2017, the City solicited proposals from qualified developers through an RFQ process, and upon review of the responsive proposals, the City’s Joint Housing Standing Committee made a recommendation at its November 19, 2018 meeting that the City pursue an Exclusive Negotiating Rights Agreement (“ENRA”) with the selected developer team, Fire House Live Work for the development of a commercial project and residential project, or projects, on the Property; and WHEREAS, on March 4, 2019, the City entered into an ENRA (the “Original ENRA”) with FHW and Firehouse Live, LLC (“FHL”) which authorized the parties to commence negotiating the terms of purchase agreements with FHW and FHL in connection with the rehabilitation of the existing Old Firehouse and the development of a mixed-use project; on the Property; and WHEREAS, the Original ENRA expired on August 31, 2019, and the Parties now desire to replace FHL with HGSF as the proponent of the residential component of the Project (as defined below), thereby necessitating the execution of a new ENRA to replace and supersede the Original ENRA; and 3 of 19 WHEREAS, FHW desires to rehabilitate the existing Old Firehouse structure into a 9,200 square foot commercial space, preserving its historical significance (the “Commercial Project”), and HGSF desires to construct approximately twenty-four (24) residential condominium units that will all be deed restricted as Below Market Rate (“BMR”) on the Property (the “Affordable Housing Project,” and collectively with the Commercial Project, the “Projects”), which is to be bifurcated into two separate parcels that will be sold to each Developer in separate transactions; and WHEREAS, FHW will be responsible for entitling and developing the Commercial Project and HGSF will be responsible for entitling and developing the Affordable Housing Project; and, WHEREAS, the Developers anticipate expending funds to prepare architectural and design drawings and conduct certain studies that are needed to assess the feasibility of the Projects and seek any additional land use entitlements, and therefore require a grant of exclusive negotiating rights in order to be willing to make such expenditures; and its is the intent of the Developers to work cooperatively and in good faith to meet the Performance Milestones set forth on Exhibit B to submit and process a joint pre-application and negotiate the terms of purchase and sale agreements and this process is material to the City entering this ENRA; and, WHEREAS, at its meeting on ____________________, 2019,the City approved this Agreement, and directed staff to commence negotiating the terms of two separate purchase agreements (collectively, the “Purchase Agreements”), in order for the Developers to pursue land use entitlements for the Projects and acquire the Property. NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows. 1. Good Faith Efforts to Negotiate. The Parties agree, for the term of this Agreement, to negotiate diligently and in good faith the terms of the Purchase Agreements setting forth the conditions and timetable for the sale of the Property (as may be subdivided by the Developers with any necessary street and utility vacations by the City) to the Developers. Furthermore, the Parties agree to diligently and in good faith pursue any third-party consent, authorization, approval, or exemption required in connection with the preparation and execution of the Purchase Agreements for the future development of the Projects. This Agreement does not, however, impose a binding obligation on City to convey any interest in the Property to the Developers, nor does it obligate City to grant any approvals or authorizations required for the development of the Projects on the Property. a. If City believes that either Developer is not negotiating diligently and in good faith, City will give written notice thereof to that particular Developer who will then have ten (10) business days to commence negotiating in good faith. Following the failure of that Developer to thereafter commence negotiating in good faith within such ten (10) business day period, City may terminate that Developer’s rights under this Agreement. The City Council may, in its reasonable discretion, determine that a default by one Developer under this Agreement shall not constitute a default by the other Developer, and the termination of one Developer’s rights under this Section 4 of 19 1(a) due to its default shall not affect the other Developer’s rights under this Agreement. The City will provide written confirmation to the Developers of this determination if so made. If this Agreement is terminated by City pursuant to this Section 1(a), Developers acknowledge and agree that City will suffer damages, including lost opportunities to pursue other development alternatives for the Property (or portion thereof). Therefore, as it pertains to FHW, FHW and the City agree that if this Agreement is terminated as provided above due to a default by FHW, City will retain the full Payment and Deposit amounts (as defined in Section 5 of this Agreement, infra), plus any interest thereon, as fixed and liquidated damages and not as a penalty, and following such termination neither Party will have any further rights against or liability to the other under this Agreement, except as set forth in Section 16 of this Agreement. b. If either Developer believes that City is not negotiating diligently and in good faith, that Developer will give written notice thereof to City which will then have ten (10) business days to commence negotiating in good faith. Following the failure of City to thereafter commence negotiating in good faith within such ten (10) business-day period, this Agreement may be terminated by the Developer who provided notice, but, subject to the determination by the City Council in its reasonable discretion, only for that Developer’s portion of the Project. In the event of such termination by a Developer, City will return a prorated portion of the Deposit and any remaining balance of the Payment, if any, to that Developer and neither Party will have any further rights against or liability to the other under this Agreement, except as set forth in Section 16 of this Agreement. Should such termination occur pursuant to this Section 1(b), the terms of this Agreement between the other Developer and City will remain in full force and effect. c. If FHW and City proceed to negotiate diligently and in good faith, but are unable to reach an agreement on the terms of FHW’s respective Purchase Agreement, then City will return a prorated portion of the Deposit, if any, to FHW in accordance with the provisions of Section 5(c) of this Agreement and neither FHW nor City will have any further rights against or liability to the other under this Agreement, except as set forth in Section 16 of this Agreement. Should that circumstance occur, the terms of this Agreement between HGSF and City will remain in full force and affect. 2. Developer’s Exclusive Right to Negotiate With City. City agrees that it will not, during the term of this Agreement, directly or indirectly, through any officer, employee, agent, or otherwise, solicit, initiate or encourage the submission of bids, offers or propo sals by any person or entity with respect to the acquisition of any interest in the Property or the development of the Property, and City will not engage any broker, financial adviser or consultant to initiate or encourage proposals or offers from other parties with respect to the disposition or development of the Property or any portion thereof. City may, at its discretion, continue to utilize the Property for public uses until the City conveys ownership of the Property. Furthermore, City will not, directly or indirectly, through any officer, employee, agent or otherwise, engage in negotiations concerning any such transaction with, or provide 5 of 19 information to, any person other than Developers and their representatives with a view to engaging, or preparing to engage, that person with respect to the disposition or development of the Property or any portion thereof. 3. Term. a. The term of this Agreement (“Term”) commences on the Effective Date, and will terminate one hundred and eighty (180) days from the Effective Date, unless extended or earlier terminated as provided herein. b. During the Term, Developers will each provide City with written reports every forty-five (45) days that summarize the Developer’s actions taken in furtherance of this Agreement, which may include to the following: negotiating the terms of the Purchase Agreements, due diligence review of the Property, commencement of any environmental requirements under the California Environmental Quality Act (“CEQA”), preparation of architectural and construction plans, attendance at City meetings, adherence to a mutually agreed upon master schedule, and general progress towards future entitlement of the Property. c. The Term of this Agreement may be administratively extended for up to a maximum of three separate ninety (90) day periods for each Developer or both Developers upon the request of either Developer. In the case of FHW, administrative approval of the request shall be contingent upon City’s receipt of an additional non-refundable payment by FHW of fifteen thousand dollars ($15,000) for each ninety day extension period (“ENRA Extension Payment”), and in the case of FHW or HGSF the consent of the City acting through and at the discretion of its City Manager or his/her designee (“City Manager”). Developers understand that the City will only consider extension(s) of the Term of this Agreement where Developers have demonstrated, to the City’s satisfaction, substantial progress toward development of the Property, which may include submittal of a joint pre- application, submittal of individual environmental review documents necessary to satisfy compliance with CEQA, submittal of individual architecture and construction plans, payment of any respective applicable processing and plan check fees, or pursuing land use entitlements for each component of the Project. 4. Relationship of the Parties. Nothing in this Agreement creates between the Parties the relationship of lessor and lessee, of buyer and seller, or of partners or joint venturers. 5. Deposit and Payment to City. a. In consideration for the right to exclusively negotiate under this Agreement, FHW has previously remitted to City a deposit in the amount of Fifty Thousand Dollars ($50,000) (the “Deposit”). The City agrees that such Deposit will accrue to FHW, and no portion of the Deposit shall be attributed to HGSF. If Purchase Agreements are executed, the Deposit will be credited toward FHW’s ultimate purchase price for the Property. City has deposited the Deposit in an interest bearing account of the City and any interest, when received by City, will become part of the Deposit. 6 of 19 During the term of this Agreement, FHW will also reimburse City for all staff and City consultant time incurred in preparing the Purchase Agreement, entitlements, and any other documents that relate to the purchase and disposition of the Historic Firehouse portion of the Property to FHW. FHW previously remitted to City an initial payment in the amount of Thirty Thousand Dollars ($30,000) in immediately available funds (“Payment”) in connection with the Original ENRA, which was subsequently drawn upon to reimburse City for work performed in connection with the Original ENRA. City has deposited the Payment in an interest bearing account of City and any interest, when received by City, will become part of the Payment. The Payment may be drawn upon by City to reimburse staff, City Attorney, and City consultant costs for preparing FHW’s Purchase Agreement, entitlements, and any other related documents, at their standard published hourly rates. Should the full amount of the Payment be exhausted during the Term of this Agreement, City may require FHW to provide additional funds necessary to reimburse staff and consultant costs expended in connection with preparation of the Purchase Agreement and any related documents as they relate to the Commercial Project only. Documentation of City’s rate schedule for staff, staff time spe nt, and consultant costs will be retained by City and provided to Developer upon request. The City agrees to waive all such costs or fees subject to this Payment to the extent such costs or fees pertain to HGSF’s 100% affordable residential component. b. City agrees to account for the Deposit and Payment, any other separate payments to City that relate to cost recovery for staff time, interest earnings, and any expenditures made in furtherance of this Agreement. Upon reasonable notice to City, FHW may receive copies of any records related to expenditures made in furtherance of this Agreement, subject to any appropriate redactions. c. In the event that FHW terminates this Agreement before the expiration of the Term pursuant to Section 1(b), Section 1(c) or Section 13(d), the City will return any prorated portion of the Deposit to FHW. The prorated Deposit will be calculated by dividing the full $50,000 Deposit by the number of months in the Agreement Term. This amount will be multiplied by the number of months remaining on the Term at the time of FHW’s termination. The resulting figure will be the prorated Deposit that the City will pay to FHW. d. In the event this Agreement is terminated by City or FHW with respect to the Commercial Project for any reason other than FHW’s breach of its obligations under this Agreement, the remaining balance of the Payment and any interest earned will be returned to FHW, minus amounts that the City retains attributable to the amount of costs and consulting fees actually and reasonably incurred and documented by City in implementing this Agreement, as set forth in subsection (a) of this Section 5. e. In addition to the payments to City discussed herein, Developers shall be subject to all applicable fees imposed by the City for processing land use entitlements as set forth in the City’s adopted Master Fee Resolution and any applicable cost recovery and indemnification agreements, except as may otherwise be provided through the 7 of 19 Purchase Agreement including, by way of example only, if the City agrees to waive processing fees, impact fees, or other fees for the Affordable Housing Project. 6. Terms and Conditions of the Purchase Agreements. The Parties agree to use diligent and good faith efforts to successfully negotiate separate Purchase Agreements which will address, among other things, the purchase price, the conditions of closing, and the scope of Developer’s obligations to design and construct improvements on the Property. The Parties agree that the terms of the Purchase Agreements shall be based on those terms set forth herein and in Exhibit B, attached hereto and incorporated herein by reference, and any other terms as may be agreed to by the respective Parties. In the event of an inconsistency between the body of this Agreement and Exhibit B, the language in the body of this Agreement shall prevail. 7. Developer’s Studies; Right of Entry. a. During the Term of this Agreement, Developers will bear all costs and expenses associated with preparing any studies, surveys, plans, specifications and reports (“Developer’s Studies”) Developers deems necessary or desirable for each of their respective projects, in each Developer’s sole discretion, to conduct due diligence for the Property. Developer’s Studies may include, without limitation, title investigation, marketing, feasibility, soils, seismic and environmental studies, financial feasibility analyses and design studies. Developers will have rights of access to the Property to prepare Developer’s Studies. b. Developers hereby agrees to notify the City seventy-two (72) hours in advance of its intention to enter the Property. c. Developers will provide the City with work plans, drawings, and descriptions of any intrusive sampling it intends to do. Developers must keep the Property in a safe condition during its entry. Developers shall repair, restore and return the Property to its condition immediately preceding each Developer’s entry thereon at that Developer’s sole expense. d. Without limiting any other indemnity provisions set forth in this Agreement, each Developer shall indemnify, defend (with counsel approved by City) and hold the City, its officials, officers, employees, and volunteers harmless from and against all claims resulting from or arising in connection with entry upon the Property by each Developer or Developer’s agents, employees, consultants, contractors or subcontractors pursuant to this Section 7. Developers’ indemnification obligations set forth in this Section 7 shall survive the termination of this Agreement. For the avoidance of doubt, FHW’s and HGSF’s indemnification obligations under this Section 7(d) relate only to their (or their agents) entry upon the Property; FHW shall not be obligated to indemnify the City in connection with the actions of HGSF, and HGSF shall not be obligated to indemnify the City in connection with the actions of FHW. e. If upon expiration of the Term of this Agreement either Developer has not successfully negotiated a Purchase Agreement, that Developer will, upon City’s 8 of 19 written request, provide City within fifteen (15) days following said date of expiration copies of any non-proprietary Developer’s Studies prepared by third parties completed by such date. The Developer subject to this Section 7(e) will also provide City with copies of any non-proprietary Developer’s Studies prepared by third parties completed after the expiration of the Term within fifteen (15) days following completion of such studies, or if Developer intends not to complete any such Developer Studies, Developer will provide City with copies of such uncompleted studies. 8. City’s Reports and Studies. Pursuant to terms of the Original ENRA, the City has provided to Developers, for review or copying at each Developer’s expense, all non-privileged studies, surveys, plans, specifications, reports, and other documents with respect to the Property that City is able to reasonably locate and has in its possession or control. Studies or documents prepared by City and its agents solely for the purpose of negotiating the terms of the Purchase Agreements and related documents are not required to be provided by City to Developer and are excluded from this requirement. 9. Developers’ Pro Forma, Evidence of Financing and Project Schedule Related to Potential Approval of a Purchase Agreement. a. The Parties agree that each Purchase Agreement will contain language that provides that: (1) not later than forty-five (45) days prior to the City consideration of Project entitlements, Developers will provide evidence satisfactory to City that Developers have identified potential sources and uses of funds to complete their respective Projects, subject only to commercially reasonable conditions, for all funding necessary for the successful completion of each Project, and (2) issuance of a building permit for each Project shall be a condition of closing for each Project, as further defined in the Purchase Agreements, provided that nothing in this Section 9(a) shall be construed as requiring concurrent closings for each Project. b. Prior to the end of the term of this Agreement, Developers will provide the City with the following deliverables: i. Demonstrate both a conditional financial and project commitment from HGSF to develop the Affordable Housing Project with 100% affordable housing units; and ii. Submit a joint planning pre-application for each component of the Project that has been deemed substantially complete by the City. iii. Final agreed upon Purchase Agreements. 10. Full Disclosure. Developers are required to make full disclosure to City of its principals; officers; major stockholders, partners or members; joint venturers; negotiators; development managers; consultants and directly involved managerial employees (collectively, “Developer Parties”). Any material change in the identity of the Developer Parties will be subject to the approval of City Manager and his or her designee, which will not be unreasonably withheld. Developers also agree to disclose both the type of planned 9 of 19 financing and identity of any lenders or mortgagees in connection with the financing of the Project. 11. Periodic Reporting to Governing Bodies. City will report periodically to the City Council and other local and regional agencies, on the status of negotiations, and Developers may be asked to attend such meetings to provide tho se bodies with a status update of their development efforts related to this Agreement. 12. No Binding Commitments. City has no legal obligation to grant any approvals or authorizations for the Purchase Agreements or any development thereon until the Purchase Agreements have been approved by the City Council. Such approvals, and any future approvals required as part of the entitlement process, are subject to completion of environmental review by City in accordance with CEQA, and City shall not take any discretionary actions committing it to a particular course of action in connection with each respective Project until City has completed, considered and certified/approved any additionally required CEQA environmental review documents for that particular Project. 13. Termination. a. Either Developer’s rights and obligations under this Agreement may be terminated with regard to a particular Developer by mutual consent of City and that particular Developer. b. City has the right to terminate this Agreement upon its good faith determination that a particular Developer is not proceeding diligently and in good faith to carry out its obligations pursuant to this Agreement in accordance with the provisions set forth in Section 1 of this Agreement, but only as to that particular Developer’s component of the Project. The City has the right to make this determination as to both Developers and accordingly has the right to terminate this Agremeent as to both Developers. If the City only terminates one Developer pursuant to this subsection, the rights of the non-terminated Developer under this Agreement shall not be affected. The City will provide written confirmation to the Developers of its determination as the case may be. c. Each Developer will have the right to terminate its rights and obligations under this Agreement as it pertains to their respective Project upon its good faith determination that City is not proceeding diligently and in good faith to carry out its obligations pursuant to this Agreement in accordance with the provisions set forth in Section 1 of this Agreement. Expressly subject to the City Council’s determination in its reasonable discretion which the City Council may exercise to terminate this Agreement as to both Developers, one Developer’s decision to terminate shall not affect the other Developer’s rights and obligations under this Agreement. d. Each Developer will have the right to terminate this Agreement if the results of that Developer’s investigation of the Property are unsatisfactory, in that Developer’s sole and absolute discretion, with respect to that Developer’s desired development activities, or if that Developer is unable to obtain other necessary approvals, rights or interests. If either Developer terminates under this provision, the City has the right to terminate the Agreement as to one or both Developers. If the City only 10 of 19 terminates one Developer pursuant to this subsection, the rights of the non- terminated Developer under this Agreement shall not be affected. The City will provide written confirmation to the Developers of its determination as the case may be. If FHW terminates this Agreement pursuant to this Section 13(d), then City will return a prorated portion of the Deposit as applicable to FHW in accordance with the provisions of Section 5(c) of this Agreement and the remaining balance of the Payment as applicable in accordance with the provisions of Section 5(d), and neither FHW nor City will have any further rights against or liability to each other under this Agreement, except as set forth in Section 16 of this Agreement. e. Neither Party will have the right to seek an award of damages if this Agreement is terminated pursuant to this Section. 14. Effect of Termination. Upon termination as provided herein, or upon the expiration of the Term and any extensions thereof without the respective affected Developers having successfully negotiated Purchase Agreements for their particular component of the Project, this Agreement will terminate, and there will be no further liability or obligation on the part of either of the Parties or their respective officers, employees, agents or other representatives; provided however, the provisions of Section 5 (Payment to City), Section 7(d) (Indemnification), Section 16 (Indemnification), and Section 20 (Brokers) will survive such termination. Provided further, that upon termination or expiration of this Agreement with respect to either Developer without the Parties having successfully negotiated a Purchase Agreement, that respective Developer will deliver to City any non -proprietary Developer’s Studies pursuant to the provisions of Section 7 of this Agreement. 15. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant to this Agreement will be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Parties in accordance with this Section. All such notices will be sent by: a. Personal delivery, in which case notice is effective upon delivery; b. Certified or registered mail, return receipt requested, in which case notice will be deemed delivered on receipt if delivery is confirmed by a return receipt; c. Nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; d. Facsimile transmission, in which case notice will be deemed delivered upon transmittal, provided that i. A duplicate copy of the notice is promptly delivered by first -class or certified mail or by overnight delivery, or ii. A transmission report is generated reflecting the accurate transmission thereof. Any notice given by facsimile will be considered to have been received on the next business day if it is received after 5:00 p.m. recipient’s time or on a nonbusiness day. 11 of 19 City : City of South San Francisco Attn: City Manager 400 Grand Avenue South San Francisco, CA 94080 Tel (650) 877-8501 [email protected] with a copy to: City of South San Francisco Attn: ECD Director 400 Grand Avenue South San Francisco, CA 94080 Tel (650) 829-6620 [email protected] cc: [email protected] with a copy to: Meyers Nave Attn: Sky Woodruff 555 12th Street, Suite 1500 Oakland, CA 94607 Tel (510) 808-200 Fax (510) 444-1108 [email protected] FHW: Firehouse Work, LLC Attn: Dawn Merkes 211 Linden Ave South San Francisco, CA 94080 Tel (650) 871-0709 Fax (650) 871-7911 [email protected] with a copy to: Arent Fox LLP Attn: Frank Petrilli 55 2nd Street, 22st Floor San Francisco, CA 94105 Tel (415) 805-7970 [email protected] HGSF: Habitat for Humanity Greater San Francisco Attn: Maureen Sedonaen 500 Washington Street, Suite 250 San Francisco, CA 94111 Tel (415)625-1001 [email protected] with a copy to: Holland & Knight LLP Attn: Tamsen Plume 50 California Street, Suite 2800 12 of 19 San Francisco, CA 94111 Tel (415) 743-6941 [email protected] 16. Indemnification. Each Developer hereby covenants, on behalf of itself and its permitted successors and assigns, to indemnify, hold harmless and defend City and its elected and appointed officials, officers, agents, representatives and employees (“Indemnitees”) from and against all claims, costs (including without limitation reasonable attorneys’ fees and litigation costs) and liability, arising out of any breach of this Agreement by that respective Developer or arising out of or in connection with that respective Developer’s access to and entry on the Property pursuant to Section 7 of this Agreement; provided however, that neither Developer will have any indemnification obligation with respect to the gross negligence or willful misconduct of any Indemnitee, and that FHW shall not be obligated to indemnify the City in connection with the actions of HGSF, and HGSF shall not be obligated to indemnify the City in connection with the actions of FHW. 17. Severability. If any term or provision of this Agreement or the application thereof will, to any extent, be held to be invalid or unenforceable, such term or provision will be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms and provisions of this Agreement or the application of such terms and provisions to circumstances other than those as to which it is held invalid or unenforceable unless an essential purpose of this Agreement would be defeated by loss of the invalid or unenforceable provision. 18. Entire Agreement; Amendments In Writing; Counterparts. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral and written, between the Parties with respect to such subject matter. This Agreement may be amended onl y by a written instrument executed by the Parties or their successors in interest. This Agreement may be executed in multiple counterparts, each of which will be an original and all of which together will constitute one agreement. 19. Successors and Assigns; No Third-Party Beneficiaries. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and assigns; provided however, that neither Party will transfer or assign any of such Party’s rights hereunder by operation of law or otherwise without the prior written consent of the other Party, and any such transfer or assignment without such consent will be void. Notwithstanding the foregoing, each Developer is permitted to assign this Agreement without such written consent, provided that Developer assigns this Agreement to an entity that is controlled by that particular Developer. Subject to the immediately preceding sentence, this Agreement is not intended to benefit, and will not run to the benefit of or be enforceable by, any other person or entity other than the Parties and their permitted successors and assigns. 20. Brokers. Each Party warrants and represents to the other that no brokers have been retained or consulted in connection with the selection of the Developers. Each Party agrees to defend, indemnify and hold harmless the other Party from any claims, expenses, costs or 13 of 19 liabilities arising in connection with a breach of this warranty and representation. The terms of this Section will survive the expiration or earlier termination of this Agreement. 21. Amendments. Unless otherwise provided in this Agreement, the City Manager will be authorized to enter into all written amendments, consents or waivers under this Agreement on behalf of the City without further authorization by the City Council. Nothing herein, however, will be deemed to prevent the City Manager from requesting formal approval by the City Council if the City Manager, in his or her sole discretion, determines to seek such approval. 22. Captions. The captions of the sections and articles of this Agreement are for convenience only and are not intended to affect the interpretation or construction of the provisions hereof. 23. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. SIGNATURES ON FOLLOWING PAGE 14 of 19 CITY By: _______________________________ Mike Futrell City Manager ATTEST: By: _______________________________ Rosa Acosta City Clerk APPROVED AS TO FORM: By: _______________________________ Sky Woodruff City Attorney FHW By: _______________________________ Dawn Merkes, member Firehouse Work, LLC HGSF By: _______________________________ Maureen Sedonaen Habitat For Humanity Greater San Francisco, Inc. 15 of 19 Exhibit A PROPERTY The land referred to is situated in the County of San Mateo, City of South San Francisco, State of California, and is described as follows: PARCEL ONE: Lots 26 and 27, in Block 141, as designated on the Map entitled "South San Francisco, San Mateo Co. Cal. Plat No. 1", which Map was filed in the Office of the Recorder of the County of San Mateo, State of California, on March 1, 1892, in Book 2 of Maps, Page 52, San Mateo County Records. APN: 012-335-100 PARCEL TWO: Beginning at a point marking the intersection of the Southwesterly line of Baden Avenue and the Southeasterly line of Cypress Avenue, said point being the most Northerly corner of Lot twelve (12) in Block 145, as said Avenues, Lot, and Block are designated on the Map entitled "South San Francisco, San Mateo Co. Cal. Plat No. 1", which Map was filed in the Office of the Recorder of the County of San Mateo, State of California, on March 1, 1892, in Book B of Maps, at Page 6 and a copy thereof entered in Book 2 of Maps, Page 52, San Mateo County Records. running thence from said point of beginning South 74° 27' East along said line of Baden Avenue 50 feet to a point thereon; thence leaving said last mentioned line South 15° 33' West 140 feet; thence North 74° 27' West 66.44 feet to the Southeasterly line of Cypress Avenue above mentioned; thence North 22° 14' 50" East along said last mentioned line 140.96 feet to the point of beginning. APN: 012-335-110 PARCEL THREE: Beginning at the Southwest corner of the intersection of Baden Avenue with Cypress Avenue, as shown upon that certain Map entitled: "South San Francisco San Mateo Co. Cal. Plat No. 1", which Map was filed in the Office of the County Recorder of the County of San Mateo, California, March 1, 1892, and recorded in Map Book No. 2 at Page 52; thence. Southerly along the Easterly line of Lot numbered, twenty-seven (27) in Block numbered one hundred forty-one (141), as shown upon said Map, to the Southerly line of said Lot numbered twenty- seven (27); thence Easterly and parallel to the Southerly line of Baden Avenue to the Westerly boundary line of Block numbered one hundred forty-five (145); thence Northerly along said Westerly boundary line of said Block numbered one hundred forty-five (145) to the Southerly boundary line of Baden Avenue; thence Westerly along the Southerly boundary line of Baden Avenue to the point of beginning. 16 of 19 17 of 19 Exhibit B DEVELOPMENT PROPOSAL 18 of 19 Exhibit B: Schedule of Performance Term / Performance Milestone Description Term of ENRA  180 days Parties Involved  Firehouse Work, LLC (FHW)  Habitat For Humanity Greater San Francisco, Inc. (HGSF) Proposed Project  Rehabilitation of existing Old Firehouse structure into a 9,200 square foot commercial space  Preserve historical significance of Old Firehouse structure  Construct an approximate 24-unit family-sized condominium project, of which 100% of the units will be affordable Price Offer  Purchase price for the FHW parcel to be determined during the ENRA period Deposit  $50,000 Deposit to be credited against future purchase price for the FHW parcel Payment  $30,000 for reimbursement of staff time expended towards FHW; if exhausted, FHW will be required to provide additional funds. City will waive Payment for staff time expended towards HGSF 100% affordable portion Entitlements  Begin pursuing during the ENRA period by filing a joint Pre-application  Separate entitlements for FHW and HGSF Lot Line Adjustment and ROW Vacation  City shall vacate Cypress Street Right of Way  Lot Line Adjustment creating two separate parcels shall occur prior to execution of Purchase Agreements. Purchase Agreements  Separate Purchase Agreements for FHW and HGSF  Execution of Purchase Agreements after submittal of a joint pre-application and completion of Lot Line Adjustment creating two separate parcels. Separate Projects  Purchase Agreements shall include provisions to be negotiated to allow the FHW and HGSF components of the Project to proceed independent of each other. Escrow  Separate Close of Escrows for FHW and HGSF to occur concurrent with issuance of respective Building Permits Development Schedule  To be determined during the ENRA and will be included as a Schedule of Performance in the Purchase Agreements 19 of 19 Prevailing Wage  HGSF’s self-help ownership model exempts HGSF projects from prevailing wage or union labor requirements.  FHW portion will be exempt from prevailing wage or union labor requirements. HGSF Financing Progress Reports  To be provided to the City every 30 days. These should outline any and all sources of financing the Developer has pursued in the previous 30 days. Progress Reports  To be provided to the City every 45 days, except for HGSD financing progress reports which shall be provided every 30 days. Performance Milestones  Negotiation of Purchase Agreements  Pro forma showing sources and uses of funds for the Project  Show evidence of how the Project is pursuing entitlements by providing a joint pre-application Due Diligence During the term of the ENRA the City and Developers shall further define and evaluate the project parameters:  The City shall provide Developers with any and all reports, studies and other documentation including any existing title policies, surveys, leases, structural reports, hazardous material reports, appraisals and other documents relating to the Property, Baden Avenue, and Airport Boulevard that are in City’s possession and control.  Developers shall have the opportunity to conduct due diligence in which to inspect the Property and to conduct any engineering, environmental, physical inspection and any other kind of investigation or study deems necessary.  Developers may at their own expense, conduct structural or hazardous material investigations of the existing improvements on the Property and City will allow access to the Property for this purpose.  Developers may at their own expense, conduct a subsurface investigation to confirm the findings in the Phase I environmental site assessment report provided by the City.  If a particular Developer is not satisfied with the results of any information it learns during this Due Diligence phase they may terminate their involvement in the ENRA without affecting the rights and obligations of the other Developer. In the case of FHW, the Deposit will be refunded to FHW, in accordance with Sections 5 and 13 of this Agreement. 3350831.2