HomeMy WebLinkAboutReso 117-2018 (18-598)City of South San Francisco P.O. Box 711 (City Hall,
400 Grand Avenue)
` South San Francisco, CA
• city council
Resolution: RES 117 -2018
File Number: 18 -598 Enactment Number: RES 117 -2018
RESOLUTION APPROVING A CONSULTING SERVICES
AGREEMENT FOR THE WET WEATHER AND DIGESTER
IMPROVEMENTS PROJECT AT THE WATER QUALITY CONTROL
PLANT WITH CAROLLO ENGINEERS OF WALNUT CREEK,
CALIFORNIA IN AN AMOUNT NOT TO EXCEED $3,954,860,
AUTHORIZING A TOTAL CONSTRUCTION MANAGEMENT
BUDGET OF $4,350,346, AND AUTHORIZING THE CITY
MANAGER TO EXECUTE THE AGREEMENT.
WHEREAS the Wet Weather and Digester Improvements Project, designed by Carollo Engineers, was
advertised for bid on April 3, 2018, and the bids were received on Tuesday, June 5, 2018;
WHEREAS Staff have recommended that the City award Flatiron West, Inc. the construction contract;
WHEREAS during the construction phase of the project there are two major engineering tasks,
engineering services during construction ("ESDC") and construction management and inspection
services, and ESDC is to be performed by the design engineer, which is Carollo Engineers;
WHEREAS Carollo Engineers submitted their scope of work for ESDC, and staff reviewed that proposal
and found it to have the appropriate scope and budget for the ESDC services for the Wet Weather and
Digester Improvements project;
WHEREAS, staff recommends approving a consulting services agreement for ESDC for the Wet
Weather and Digester Improvements Project at the Water Quality Control Plant with Carollo Engineers
of Walnut Creek, California in the amount not to exceed $3,954,860, a draft of which attached to this
resolution as Exhibit A, and authorizing a total construction management budget of $4,350,346; and
WHEREAS, the Project is included in the City of South San Francisco's 2017 -2018 Capital
Improvement Program ( "CIP ").
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of South San Francisco that
the City Council hereby approves the Consulting Services Agreement for Engineering Services During
Construction for the Wet Weather and Digester Improvements Project at the Water Quality Control Plant
to Carollo Engineers of Walnut Creek, California in the amount not to exceed $3,954,860, a draft of
which attached as Exhibit A, and authorizing a total construction management budget of $4,350,346,
conditioned on Carollo Engineers' timely execution of the Consulting Services Agreement, and
submission of all required documents, including but not limited to, certificates of insurance and
endorsements, in accordance with the contract documents.
City of South San Francisco Page 1
File Number: 18 -598
Enactment Number. RES 117 -2018
BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the
Finance Department to establish the Project Budget consistent with the information contained in the staff
report.
BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the documents on
behalf of the City upon timely submission by Carollo Engineers' signed contract and all other
documents, subject to approval as to form by the City Attorney.
At a meeting of the Special City Council on 7/25/2018, a motion was made by Pradeep Gupta, seconded by
Richard Garbarino, that this Resolution be adopted. The motion passed.
Yes: 3 Mayor Normandy, Councilmember Gupta, and Councilmember Garbarino
No: 1 Mayor Pro Tem Matsumoto
Absent: 1 Councilmember Addiego
Attest b
- -- Krista nelli
City of South San Francisco Page 2
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF SOUTH SAN FRANCISCO AND
CAROLLO ENGINEERS, INC.
THIS AGREEMENT for consulting services is made by and between the City of South San
Francisco (“City”) and Carollo Engineers, Inc. (“Consultant”) (together sometimes referred to as the
“Parties”) as of July 11, 2018 (the “Effective Date”).
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached hereto and incorporated herein
as Exhibit A, at the time and place and in the manner specified therein. In the event of a conflict in or
inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on December 31, 2022, the date of completion specified in Exhibit A, and Consultant
shall complete the work described in Exhibit A on or before that date, unless the term of
the Agreement is otherwise terminated or extended, as provided for in Section 8. The
time provided to Consultant to complete the services required by this Agreement shall not
affect the City’s right to terminate the Agreement, as provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all work required by this Agreement
in accordance with the prevailing engineering standard of care by exercising the
skill and ability ordinarily required of engineers performing the same or similar
services, under the same or similar circumstances, in the State of California.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Sections 1.1 and 1.2 above and to satisfy Consultant’s obligations hereunder.
1.5 Services During Construction. Consultant shall not be responsible for the means,
methods, techniques, sequences, or procedures of construction selected by
construction contractors or the safety precautions and programs incident to the
work of construction contractors and will not be responsible for construction
contractors' failure to carry out work in accordance with the Contract Documents.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Three
Million Nine Hundred Fifty Four Thousand Eight Hundred Sixty Dollars ( $3,954,860) notwithstanding any
contrary indications that may be contained in Consultant’s proposal, for services to be performed and
reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and
Consultant’s proposal, attached as Exhibit A, or Consultant’s compensation schedule, attached as Exhibit
B, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for
services rendered pursuant to this Agreement at the time and in the manner set forth herein. The
payments specified below shall be the only payments from City to Consultant for services rendered
pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein.
Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services
performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant’s estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once per month during
the term of this Agreement, based on the cost for all services performed and reimbursable
costs incurred prior to the invoice date. Invoices shall contain all the following information:
Serial identifications of progress bills (i.e., Progress Bill No. 1 for the first invoice,
etc.);
The beginning and ending dates of the billing period;
A task summary containing the original contract amount, the amount of prior
billings, the total due this period, the balance available under the Agreement, and
the percentage of completion;
At City’s option, for each work item in each task, a copy of the applicable time
entries or time sheets shall be submitted showing the name of the person doing
the work, the hours spent by each person, a brief description of the work, and
each reimbursable expense;
The total number of hours of work performed under the Agreement by each
employee, agent, and subcontractor of Consultant performing services hereunder;
Consultant shall give separate notice to the City when the total number of hours
worked by Consultant and any individual employee, agent, or subcontractor of
Consultant reaches or exceeds eight hundred (800) hours within a twelve (12)-
month period under this Agreement and any other agreement between Consultant
and City. Such notice shall include an estimate of the time necessary to complete
work described in Exhibit A and the estimate of time necessary to complete work
under any other agreement between Consultant and City, if applicable.
The amount and purpose of actual expenditures for which reimbursement is
sought;
The Consultant’s signature.
2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have thirty (30) days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant. Each invoice shall include all expenses and
actives performed during the invoice period for which Consultant expects to receive
payment.
2.3 Final Payment. City shall pay the five percent (5%) of the total sum due pursuant to this
Agreement within sixty (60) days after completion of the services and submittal to City of a
final invoice, if all services required have been satisfactorily performed.
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement. In no
event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto and incorporated
herein as Exhibit B.
2.6 Reimbursable Expenses. The following constitute reimbursable expenses authorized by
this Agreement mileage, parking, tolls, printing, out of area travel, conference calls,
postage, express mail, and delivery. Reimbursable expenses shall not exceed Five
Thousand Dollars ($5,000). Expenses not listed above are not chargeable to City.
Reimbursable expenses are included in the total amount of compensation provided under
Section 2 of this Agreement that shall not be exceeded.
2.7 Payment of Taxes; Tax Withholding. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any similar federal or state taxes. To
be exempt from tax withholding, Consultant must provide City with a valid California
Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590
shall be attached hereto and incorporated herein as Exhibit C. Unless Consultant provides
City with a valid Form 590 or other valid, written evidence of an exemption or waiver from
withholding, City may withhold California taxes from payments to Consultant as required
by law. Consultant shall obtain, and maintain on file for three (3) years after the termination
of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all
subcontractors. Consultant accepts sole responsibility for withholding taxes from any non-
California resident subcontractor and shall submit written documentation of compliance
with Consultant’s withholding duty to City upon request.
2.8 Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
2.10 False Claims Act. Presenting a false or fraudulent claim for payment, including a change
order, is a violation of the California False Claims Act and may result in treble damages
and a fine of five thousand ($5,000) to ten thousand dollars ($10,000) per violation.
2.11 Prevailing Wage. Where applicable, the wages to be paid for a day's work to all classes
of laborers, workmen, or mechanics on the work contemplated by this Agreement, shall be
not less than the prevailing rate for a day’s work in the same trade or occupation in the
locality within the state where the work hereby contemplates to be performed as
determined by the Director of Industrial Relations pursuant to the Director’s authority under
Labor Code Section 1770, et seq. Each laborer, worker or mechanic employed by
Consultant or by any subcontractor shall receive the wages herein provided for. The
Consultant shall pay two hundred dollars ($200), or whatever amount may be set by Labor
Code Section 1775, as may be amended, per day penalty for each worker paid less than
prevailing rate of per diem wages. The difference between the prevailing rate of per diem
wages and the wage paid to each worker shall be paid by the Consultant to each worker.
An error on the part of an awarding body does not relieve the Consultant from
responsibility for payment of the prevailing rate of per diem wages and penalties pursuant
to Labor Code Sections 1770 1775. The City will not recognize any claim for additional
compensation because of the payment by the Consultant for any wage rate in excess of
prevailing wage rate set forth. The possibility of wage increases is one of the elements to
be considered by the Consultant.
a. Posting of Schedule of Prevailing Wage Rates and Deductions. If the schedule of
prevailing wage rates is not attached hereto pursuant to Labor Code Section 1773.2, the
Consultant shall post at appropriate conspicuous points at the site of the project a
schedule showing all determined prevailing wage rates for the various classes of laborers
and mechanics to be engaged in work on the project under this contract and all
deductions, if any, required by law to be made from unpaid wages actually earned by the
laborers and mechanics so engaged.
b. Payroll Records. Each Consultant and subcontractor shall keep an accurate
payroll record, showing the name, address, social security number, work week, and the
actual per diem wages paid to each journeyman, apprentice, worker, or other employee
employed by the Consultant in connection with the public work. Such records shall be
certified and submitted weekly as required by Labor Code Section 1776.”
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and
the information in possession of the City. The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve
incurring any direct expense, including but not limited to computer, long-distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and
amounts of insurance listed below against claims for injuries to persons or damages to property that may
arise from or in connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall
provide proof satisfactory to City of such insurance that meets the requirements of this section and under
forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to
the City. Consultant shall maintain the insurance policies required by this section throughout the term of
this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not
allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance
required herein for the subcontractor(s). Consultant shall maintain all required insurance listed herein for
the duration of this Agreement.
4.1 Workers’ Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers’
Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of
not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self-
insurance program to meet those requirements, but only if the program of self-insurance
complies fully with the provisions of the California Labor Code. Determination of whether a
self-insurance program meets the standards of the Labor Code shall be solely in the
discretion of the Contract Administrator, as defined in Section 10.9. The insurer, if
insurance is provided, or the Consultant, if a program of self-insurance is provided, shall
waive all rights of subrogation against the City and its officers, officials, employees, and
volunteers for loss arising from work performed under this Agreement.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this
Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) per
occurrence, combined single limit coverage for risks associated with the work
contemplated by this Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be
performed under this Agreement or the general aggregate limit shall be at least
twice the required occurrence limit. Such coverage shall include but shall not be
limited to, protection against claims arising from bodily and personal injury,
including death resulting therefrom, and damage to property resulting from
activities contemplated under this Agreement, including the use of owned and non-
owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 or GL 0002 (most recent editions) covering comprehensive General
Liability Insurance and Services Office form number GL 0404 covering Broad
Form Comprehensive General Liability on an “occurrence” basis. Automobile
coverage shall be at least as broad as Insurance Services Office Automobile
Liability form CA 0001 (most recent edition). No endorsement shall be attached
limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not
on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions of the policy
shall not affect coverage provided to City and its officers, employees,
agents, and volunteers.
4.3 Professional Liability Insurance.
4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain
for the period covered by this Agreement professional liability insurance for
licensed professionals performing work pursuant to this Agreement in an amount
not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed
professionals’ errors and omissions. Any deductible or self-insured retention shall
not exceed ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000) per
claim.
4.3.2 Claims-made limitations. The following provisions shall apply if the professional
liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the
date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of the Agreement or
the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another
claims-made policy form with a retroactive date that precedes the date of
this Agreement, Consultant shall purchase an extended period coverage
for a minimum of five (5) years after completion of work under this
Agreement or the work. The City shall have the right to exercise, at the
Consultant’s sole cost and expense, any extended reporting provisions of
the policy, if the Consultant cancels or does not renew the coverage.
d. A copy of the claim reporting requirements must be submitted to the City
for review prior to the commencement of any work under this Agreement.
4.3.3 Additional Requirements. A certified endorsement to include contractual liability
shall be included in the policy
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than A:VII.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with complete copies of all policies delivered to
Consultant by the insurer, including complete copies of all endorsements attached
to those policies. All copies of policies and certified endorsements shall show the
signature of a person authorized by that insurer to bind coverage on its behalf. If
the City does not receive the required insurance documents prior to the Consultant
beginning work, this shall not waive the Consultant’s obligation to provide them.
The City reserves the right to require complete copies of all required insurance
policies at any time.
4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement
shall be attached to all insurance obtained pursuant to this Agreement stating that
coverage shall not be suspended, voided, canceled by either party, or reduced in
coverage or in limits, except after thirty (30) days' prior written notice by mail, has
been given to the City. In the event that any coverage required by this section is
reduced, limited, or cancelled in any other manner, Consultant shall provide
written notice to City at Consultant’s earliest possible opportunity and in no case
later than ten (10) working days after Consultant is notified of the change in
coverage.
4.4.4 Additional insured; primary insurance. City and its officers, employees, agents,
and volunteers shall be covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on behalf of Consultant,
including the City’s general supervision of Consultant; products and completed
operations of Consultant, as applicable; premises owned, occupied, or used by
Consultant; and automobiles owned, leased, or used by the Consultant in the
course of providing services pursuant to this Agreement. The coverage shall
contain no special limitations on the scope of protection afforded to City or its
officers, employees, agents, or volunteers.
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self-insurance maintained by the City shall be
called upon to contribute to a loss under the coverage.
4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and
obtain the approval of City for the self-insured retentions and deductibles before
beginning any of the services or work called for by any term of this Agreement.
Further, if the Consultant’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.
During the period covered by this Agreement, only upon the prior express written
authorization of Contract Administrator, Consultant may increase such deductibles
or self-insured retentions with respect to City, its officers, employees, agents, and
volunteers. The Contract Administrator may condition approval of an increase in
deductible or self-insured retention levels with a requirement that Consultant
procure a bond, guaranteeing payment of losses and related investigations, claim
administration, and defense expenses that is satisfactory in all respects to each of
them.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.4.7 Wasting Policy. No insurance policy required by Section 4 shall include a
“wasting” policy limit.
4.4.8 Variation. The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverage, scope, limits, and forms of
such insurance are either not commercially available, or that the City’s interests
are otherwise fully protected.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant’s breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
b. Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
c. Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES.
5.1. Separate Professional Liability (PL) Indemnity. As respect to the performance of
professional services, Consultant agrees to indemnify and hold harmless City, its officers,
employees, authorized agents/volunteers (collectively, the “City Indemnitees”), from and
against any damages, losses, liabilities, judgments, settlements, expenses, and costs
(including reasonable and necessary attorneys' fees, costs and expenses) to the extent
caused by Consultant's negligent acts, errors or omissions or willful misconduct in the
performance of services under this Agreement and anyone for whom Consultant is legally
liable. Consultant has no obligation to pay for any of City Indemnitees defense related cost
prior to a final determination of liability, or to pay any amount that exceeds Consultant’s
finally determined percentage of liability based upon the comparative fault of Consultant.
5.2 Separate Other than Professional Liability (OPL) Indemnity. As respect to its
operations, other than the performance of professional services, Consultant agrees to
indemnify, hold harmless and defend City with counsel approved by City, the City
Indemnitees, from and against any damages, liabilities, judgments, settlements, costs,
claims, demands, actions, suits, losses, and expenses (including reasonable and
necessary attorneys' fees, costs and expenses) arising out of the death or bodily injury to
any person or destruction or damage to any property, to the extent caused by Consultant's
negligent acts, errors or omissions or willful misconduct in the performance of services
under this Agreement and anyone for whom Consultant is legally liable.
5.3 Common PL & OPL Indemnity Provisions. Consultant’s obligations under this Section 5
shall not apply when (1) the injury, loss of life, damage to property, or violation of law
arises from the gross negligence or willful misconduct of the City or its officers, employees,
agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or
agents have contributed in no part to the injury, loss of life, damage to property, or violation
of law. It is understood that the duty of Consultant to indemnify and hold harmless under
Section 5.2 includes the duty to defend as set forth in Section 2778 of the California Civil
Code. Acceptance by City of insurance certificates and endorsements required under this
Agreement does not relieve Consultant from liability under this indemnification and hold
harmless clause. This indemnification and hold harmless clause shall apply to any
damages or claims for damages whether or not such insurance policies shall have been
determined to apply. By execution of this Agreement, Consultant acknowledges and
agrees to the provisions of this Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant
providing services under this Agreement is determined by a court of competent jurisdiction
or the California Public Employees Retirement System (PERS) to be eligible for enrollment
in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless
City for the payment of any employee and/or employer contributions for PERS benefits on
behalf of Consultant or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would otherwise be the
responsibility of City.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of City. City shall have the
right to control Consultant only insofar as the results of Consultant's services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
however, otherwise City shall not have the right to control the means by which Consultant
accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and
all claims to, any compensation, benefit, or any incident of employment by City, including
but not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all federal, state and local laws and regulations applicable to the performance of the work
hereunder. Consultant’s failure to comply with such law(s) or regulation(s) shall constitute
a breach of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals, including from City, of whatsoever nature that are legally required to
practice their respective professions. Consultant represents and warrants to City that
Consultant and its employees, agents, any subcontractors shall, at their sole cost and
expense, keep in effect at all times during the term of this Agreement any licenses,
permits, and approvals that are legally required to practice their respective professions. In
addition to the foregoing, Consultant and any subcontractors shall obtain and maintain
during the term of this Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the
basis of a person’s race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
employee, applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement for cause upon thirty (30) days’ written notice to
City and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the effective date of notice of termination; City, however, may condition
payment of such compensation upon Consultant delivering to City all materials described
in Section 9.1.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require
Consultant to execute a written amendment to this Agreement, as provided for herein.
Consultant understands and agrees that, if City grants such an extension, City shall have
no obligation to provide Consultant with compensation beyond the maximum amount
provided for in this Agreement. Similarly, unless authorized by the Contract Administrator,
City shall have no obligation to reimburse Consultant for any otherwise reimbursable
expenses incurred during the extension period.
8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the
Parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant’s unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not assign or subcontract any
portion of the performance contemplated and provided for herein, other than to the
subcontractors noted in the proposal, without prior written approval of the Contract
Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City’s remedies shall include, but not be limited to, the following:
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not
finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A that is unfinished at the time of breach and the amount that
City would have paid Consultant pursuant to Section 2 if Consultant had
completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. Consultant hereby agrees to deliver
those documents to the City upon termination of the Agreement. It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use. City and Consultant agree that, until
final approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
Parties except as required by law.
9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of three (3) years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds ten thousand ($10,000.00), the Agreement shall
be subject to the examination and audit of the State Auditor, at the request of City or as
part of any audit of the City, for a period of three (3) years after final payment under the
Agreement.
9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All
responses to a Request for Proposals (RFP) or invitation to bid issued by the City become
the exclusive property of the City. At such time as the City selects a bid, all proposals
received become a matter of public record, and shall be regarded as public records, with
the exception of those elements in each proposal that are defined by Consultant and
plainly marked as “Confidential,” "Business Secret" or “Trade Secret."
The City shall not be liable or in any way responsible for the disclosure of any such
proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or
"Business Secret," or if disclosure is required under the Public Records Act.
Although the California Public Records Act recognizes that certain confidential trade secret
information may be protected from disclosure, the City may not be in a position to establish
that the information that a prospective bidder submits is a trade secret. If a request is
made for information marked "Trade Secret" or "Business Secret," and the requester takes
legal action seeking release of the materials it believes does not constitute trade secret
information, by submitting a proposal, Consultant agrees to indemnify, defend and hold
harmless the City, its agents and employees, from any judgment, fines, penalties, and
award of attorneys’ fees awarded against the City in favor of the party requesting the
information, and any and all costs connected with that defense. This obligation to
indemnify survives the City's award of the contract. Consultant agrees that this
indemnification survives as long as the trade secret information is in the City's possession,
which includes a minimum retention period for such documents.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys’ Fees. If a Party to this Agreement brings any action, including arbitration or an
action for declaratory relief, to enforce or interpret the provision of this Agreement, the
prevailing Party shall be entitled to reasonable attorneys’ fees in addition to any other relief
to which that Party may be entitled. The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either Party brings any action against the other under this
Agreement, the Parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County of San Mateo or in the United States District Court
for the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect. The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the Parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000, et seq.
Consultant shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090, et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12)
months, an employee, agent, appointee, or official of the City. If Consultant was an
employee, agent, appointee, or official of the City in the previous twelve (12) months,
Consultant warrants that it did not participate in any manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation of
Government Code §1090, et seq., the entire Agreement is void and Consultant will not be
entitled to any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, and Consultant will be required to reimburse the City for any
sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it
may be subject to criminal prosecution for a violation of Government Code § 1090 and, if
applicable, will be disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by Richard Cho, P.E.
("Contract Administrator"). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
10.10 Notices. All notices and other communications which are required or may be given under
this Agreement shall be in writing and shall be deemed to have been duly given (i) when
received if personally delivered; (ii) when received if transmitted by telecopy, if received
during normal business hours on a business day (or if not, the next business day after
delivery) provided that such facsimile is legible and that at the time such facsimile is sent
the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery
to a domestic address by recognized overnight delivery service (e.g., Federal Express);
and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In
each case notice shall be sent to the respective Parties as follows:
Consultant
Attention: Rick Chan
Carollo Engineers, Inc.
2700 Ygnacio Valley Road, Suite 300
Walnut Creek, CA 94598
City
NOTICES: INVOICES:
City Clerk Engineering
City of South San Francisco City of South San Francisco
400 Grand Avenue 315 Maple Ave
South San Francisco, CA 94080 South San Francisco, CA 94080
10.11 Professional Seal. Where applicable in the determination of the contract administrator,
the first page of a technical report, first page of design specifications, and each page of
construction drawings shall be stamped/sealed and signed by the licensed professional
responsible for the report/design preparation. The stamp/seal shall be in a block entitled
"Seal and Signature of Registered Professional with report/design responsibility," as in the
following example.
_________________________________________
Seal and Signature of Registered Professional with
report/design responsibility.
10.12 Integration. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibits A, B, and C represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral pertaining to the matters herein.
Exhibit A Scope of Services
Exhibit B Compensation Schedule
Exhibit C Form 590
10.13 Counterparts. This Agreement may be executed in counterparts and/or by facsimile or
other electronic means, and when each Party has signed and delivered at least one such
counterpart, each counterpart shall be deemed an original, and, when taken together with
other signed counterpart, shall constitute one Agreement, which shall be binding upon and
effective as to all Parties.
10.14 Construction. The headings in this Agreement are for the purpose of reference only and
shall not limit or otherwise affect any of the terms of this Agreement. The parties have had
an equal opportunity to participate in the drafting of this Agreement; therefore any
construction as against the drafting party shall not apply to this Agreement.
10.15 No Third Party Beneficiaries. This Agreement is made solely for the benefit of the
Parties hereto with no intent to benefit any non-signatory third parties.
[SIGNATURES ON FOLLOWING PAGE]
The Parties have executed this Agreement as of the Effective Date.
CITY OF SOUTH SAN FRANCISCO Carollo Engineers, Inc.
____________________________ ______________________________
Mike Futrell, City Manager Rick Chan, Sr. Vice President
Attest:
____________________________
City Clerk
Approved as to Form:
____________________________
City Attorney
2729964.1
EXHIBIT A
SCOPE OF SERVICES
WQCP Wet Weather and Digester Improvements Project - Engineering Services During
Construction.
Task 1 - Project Management and Meetings
Consultant shall provide project administration and management of this project, and attend
specified meetings during the construction period. Rick Chan and Daniel Chien will continue to
serve as project manager and project engineer, respectively, throughout the duration of this
project.
Task 1.1 - Project Management. Consultant shall provide project management and
administration necessary for planning, filing, execution, monitoring, quality control, and
reporting of this project during the construction period. Consultant shall also prepare a
brief monthly progress summary letter report for attachment to the monthly invoice to
track status of budget expenditures by task description and key work activities completed
during that billing period.
Consultant Deliverables: Monthly progress summary letter with each invoice.
Task 1.2 – Pre-Construction Meeting. The purpose of this meeting is to facilitate
understanding of the contract requirements by all parties involved. Consultant’s project
manager and project engineer shall attend the pre-construction meeting.
Consultant Deliverables: Attendance and input at the pre-construction meeting.
Task 1.3 – Risk Management Meeting. The purpose of this meeting is to assist K/J in
identifying risks associated with the construction work and to develop a risk register for
K/J to track and mitigate/manage each risk. Consultant’s project manager and project
engineer shall attend the risk management meeting.
Consultant Deliverables: Attendance and input at the risk management meeting.
Task 1.4 – Progress Meetings. The purpose of these meetings is to discuss construction
status and to review key issues with the Contractor. For budgeting purposes, Consultant’s
project manager shall attend a total of 100 progress meetings and Consultant’s project
engineer shall attend a total of 200 progress meetings.
Consultant Deliverables: Attendance and input at the progress meetings.
Task 1.5 –Technical Meetings. The purpose of these meetings is to discuss technical
elements of the project outside of the regular progress meetings.
Consultant Deliverables: Attendance and input at the technical meetings.
Task 1.6 – Pre-Installation Meetings. The purpose of these meetings is to discuss
installation of various equipment and/or systems that require major coordination between
the Contractor, subcontractors, and plant staff. These include the following:
Secondary clarifier mechanism.
RAS pumps.
Anaerobic selector mixers.
Aeration diffusers.
Linear motion mixer.
High solids digestion system and subsystem.
Digester gas conditioning system.
Consultant Deliverables: Attendance and input at pre-installation meetings.
Task 1.7 – Process and System Shutdown Meetings. The purpose of these meetings is to
discuss process and system shutdowns that impact plant operations. For budgeting
purposes, Consultant shall attend 30 process and system shutdown meetings at an average
meeting time of 4 hours meeting.
Consultant Deliverables: Attendance and input at the process and system shutdown
meetings.
Task 1.8 – Electrical and Instrumentation Meetings. The purpose of these meetings is to
discuss MCC arrangement, short circuit and arc flash studies, SCADA system
integration, and PLC configuration.
Consultant Deliverables: Attendance and input at the electrical and instrumentation
meetings.
Task 1.9 – Post Construction Meeting. The purpose of this meeting is to discuss post
construction activities such as Contractor’s corrective action to punch list items.
Consultant’s project engineer shall attend the post construction meeting.
Consultant Deliverables: Attendance and input at the post construction meeting.
Task 2 – Engineering Support Services
Consultant shall perform the following engineering support services to assist the City, EKI, K/J,
and plant staff during the construction period.
Task 2.1 – EADOC Setup and Management. Consultant shall establish an electronic
cloud- based filing system (EADOC) for use to manage the electronic media and
information used during construction. Consultant shall set up the project under the
Consultant’s existing license with EADOC, upload Contract Documents into EADOC,
and perform monthly management of the system folders. Consultant shall also schedule
one 2-hour web-based training session for the City, EKI, K/J, and the Contractor to learn
how to use EADOC.
Consultant Deliverables: EADOC setup and training.
Task 2.2 – Conformed Documents. Consultant shall prepare conformed documents
(drawings and specifications) using Consultant’s standard format to include changes
contained in the addendums to be issued during the bid period.
Consultant Deliverables: One electronic copy of conformed documents for the City to
make and distribute hard copies.
Task 2.3 – Review RFIs. Consultant shall receive, log, review, and respond to RFIs and
issue interpretations and design clarifications to the contract documents. For budgeting
purposes, Consultant shall respond to approximately 500 RFIs at an average review time
of 4 hours per RFI response.
Consultant Deliverables: Responses to RFIs.
Task 2.4 – Review Submittals and Shop Drawings. Consultant shall receive, log, review
and respond to submittals and shop drawing submittals (excluding contractor’s
geotechnical report and temporary shoring submittals) from the Contractor forwarded by
K/J. Submittals will be reviewed and marked-up in accordance with the contract
documents and returned to K/J for processing and distribution to the Contractor and other
parties.
Consultant Deliverables: Review comments on submittals and shop drawings.
Task 2.5 – Prepare Design Clarifications. Consultant shall prepare as-needed design
clarifications to clarify and/or change the intent of the Contract Documents at the request
of K/J. In preparing the design clarification, Consultant shall issue revised specifications,
drawings, and/or sketches, if necessary, to clarify and/or change the intent of the Contract
Documents for K/J’s review and transmittal to the Contractor.
Consultant Deliverables: Completed design clarifications.
Task 2.6 – Review Request for Proposals. Consultant shall review proposed changes to
the Contract Documents proposed by the Contractor. It is assumed these changes will be
screened initially by K/J for merit. If it is determined that the request is worthy of further
review, K/J will issue a formal Request for Proposal (RFP). Consultant shall review the
RFP for impact on design intent, costs, and impacts to the construction schedule.
Consultant Deliverables: Review comments on the RFPs.
Task 2.7 – Review Change Orders. Consultant shall assist K/J in reviewing proposed
change orders submitted by the Contractor. Consultant’s review shall be limited to the
merits of the change order and providing input on applicable unit and material prices of
selected items. It is assumed that K/J will prepare an independent cost estimate of the
proposed change order for verification and to negotiate the proposed change order with
the Contractor on behalf of the City.
Consultant Deliverables: Review comments on proposed change orders.
Task 2.8 – Review Project Schedules. Consultant shall assist K/J in reviewing the
following project schedules: 1 preliminary baseline schedule, 1 final baseline schedule,
and 42 monthly project schedule updates. Consultant shall attend two meetings with K/J
and the Contractor to discuss schedule submittal format and procedures and review
baseline schedule comments. The schedule reviews will include checking for compliance
with contract requirements, construction activities and duration, schedule analysis,
critical-path analysis, and narrative analysis.
Consultant Deliverables: Review comments on project schedules.
Task 2.9 – Specialty Inspections. Consultant shall assist K/J in performing as-requested
specialty inspection services in the areas of civil, architectural, structural, mechanical,
coating, electrical, and instrumentation. For budgeting purposes, Consultant shall perform
20 specialty inspections at an average time of 6 hours per inspection.
Consultant Deliverables: Field inspection notes.
Task 2.10 – Final and Milestone Inspections. Consultant shall assist K/J in performing
final project “walk-through” and/or “Milestone” inspections for major project elements as
they reach substantial completion. These include: Secondary Clarifier No. 4, Digester
Gas Conditioning System, and High Solids Digestion System and Subsystems. After each
inspection, Consultant shall prepare a final punch list outlining outstanding items to be
completed by the Contractor to achieve final/milestone acceptance and submit each list to
K/J for review and implementation.
Consultant Deliverables: Field memos on punch-list items for the project elements listed
above.
Task 2.11 – Geotechnical Engineering Support Services. Consultant’s geotechnical
engineer (Fugro) shall provide the following services: field services, laboratory services,
and office services for project components that require geotechnical involvement. These
include: Secondary Clarifier No. 4, Storm Water Pump Stations No. 4 and 5, Digester
No. 1, Sludge Transfer Pump, Recuperative Thickening Facility, and Digester Gas
Conditioning System.
Fugro’s services shall include:
Consultation to address geotechnical related issues that may arise during
construction.
Review of 10 submittals and 10 RFIs.
Attendance at 4 meetings.
Perform 6 site visits to observe subgrade stabilization prior to placement
of engineered fill for new structures.
Perform 6 site visits to observe subgrade preparation prior to placement of
mat foundations for new structures.
Consultant Deliverables:
Responses to RFIs and submittals.
Field reports by geotechnical engineer for subgrade observations and actions.
Task 2.12 – Permitting and Funding Support. Consultant shall provide as-needed
permitting and funding support to the City and EKI during the construction duration.
These include:
San Francisco Bay Conservation and Development Commission: BCDC Permit.
Bay Area Air Quality Management District: Authority to Construct (ATC) and
Authority to Operate (ATO) permits.
State Water Resource Control Board: State Revolving Fund (SRF) loan matters.
Consultant Deliverables: As-needed assistance and response to permit and funding
agencies.
Task 3 – On-Site Engineering Support
Consultant shall provide on-site engineering support services to assist K/J and Contractor during
certain periods of the construction.
Task 3.1 – On-Site Engineering Support. Consultant shall provide on-site engineering
support services to assist K/J and Contractor to perform certain tasks, including but not
limited to the following: 1) review and respond to general questions related to the
contract documents, 2) review and respond to critical RFIs and field questions, 3) review
and respond to critical submittals and shop drawings, and 4) other support tasks as
requested by K/J. Consultant shall provide one design engineer (Daniel Chien) familiar
with the project to work in K/J’s construction trailer on an average of two days a week
for 104 weeks (208 working days) during the construction period. It is anticipated that
Consultant’s design engineer will only need to perform this service during the first half of
the construction period.
Consultant Deliverables: On-site engineering support.
Task 4 - Startup/Training
Consultant shall provide startup and operations training services for the following elements to
assist K/J and plant staff:
Aeration Basins with anaerobic selector technology.
Wet weather secondary treatment and clarification operation.
High Solids Digestion System and Subsystems.
Digester Gas Conditioning System
Task 4.1 – Startup Assistance. Consultant shall provide startup assistance to K/J and plant
staff. Consultant’s Operations Specialist(s) shall be available to resolve startup and process
setting adjustment issues and provide general consultation regarding equipment installation
issues. For this task, a budget equivalent to 300 hours has been included.
Consultant Deliverables: Assistance to startup questions.
Task 4.2 – Operations Training. Consultant shall perform an overview training to plant staff
prior to startup of new facilities. The purpose of the training is to inform plant staff of the
intended normal operating configurations and the available operational flexibility features.
This training does not replace the individual equipment manufacturer training to be provided
by the Contractor per the Contract Documents prior to the Consultant’s training. For
budgeting purposes, one training session will be conducted for the elements listed above with
duration of each session tailored to the specific topic. Each training session will include
classroom style training followed by field visits of the new facilities.
Consultant Deliverables: Training materials and training for elements listed above.
Task 5 - Record Drawings
Consultant shall prepare record drawings of the project to incorporate changes made during the
construction period.
Task 5.1 – Record Drawings. Consultant shall prepare record drawings using
Consultant’s standard format to include changes made during the construction period
after contract closeout. It is assumed that the Contractor and K/J will maintain a full-size
set of marked-up drawings detailing all field changes and clarifications. Consultant shall
not be responsible for field measuring as-built conditions and will rely solely on the
information provided by the Contractor and K/J as the basis for preparing the record
drawings.
Consultant Deliverables: One electronic copy (pdf) of the record drawings.
Task 6 – Electronic Operation and Maintenance Manual
Consultant shall prepare an electronic operation and maintenance manual (EOMM) instead of a
paper operations and maintenance (O&M) manual for major existing and new facilities at the
WQCP.
Task 6.1 – Electronic Operation and Maintenance Manual Development. Consultant shall
prepare an EOMM for the following existing and new elements at the WQCP:
Headworks
Influent Pump Station
Primary Clarifiers
Primary Sludge Pump Station
Aeration Basins
Secondary Clarifiers
RAS/WAS Pumping
Chlorine Contact Tanks
Dissolved Air Flotation Thickeners
Anaerobic Digesters
Belt Filter Presses
Cogeneration Engine
Digester Gas Conditioning System
Electrical System
For each element, Consultant shall prepare a chapter of the EOMM to include
descriptions on general process, design criteria, component equipment listing, process
control, startup and shutdown procedures, normal operating procedures, emergency
operating procedures, alarm conditions and troubleshooting, and maintenance
requirements. Consultant shall also populate and index into the EOMM electronic
documents such as record drawings, design specifications, construction photos,
construction submittals, manufacturers training videos, and vendor O&M manuals.
Consultant shall host the EOMM on an internet-based Microsoft SharePoint server for the
duration of system development, until the EOMM is installed and migrated to the City’s
server at the completion of this contract.
Consultant shall conduct two 3-hour confirmation workshop to present the EOMM with
populated content at the 50 and 90 percent completion levels. The intent of these
workshop is to gather feedback on revisions desired by plant staff during completion of
the EOMM.
Once completed, Consultant shall migrate the Microsoft SharePoint EOMM content
database from Consultant’s hosted server to the City’s server and assist with installation,
configuration, and testing to confirm proper operation and accessibility by City and plant
staff.
Consultant shall provide two 2-hour training sessions for City and plant staff on EOMM
user access and content management. Consultant shall provide basic documentation for
content and system administration.
Consultant Deliverables: Draft and Final EOMM chapters for 14 elements.
EXHIBIT B
COMPENSATION SCHEDULE