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HomeMy WebLinkAboutReso 34-2024 (23-757)CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND AKEL ENGINEERING GROUP, INC. THIS AGREEMENT for consulting services is made by and between the City of South San Francisco ("City") and AKEL Engineering Group, Inc. ("Consultanf') (together sometimes referred to as the "Parties") as of January 24, 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, 2018, 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 a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assi gnment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sale 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.11 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Three Hundred Seventy Two Thousand Seven Hundred Twenty Four Dollars ($372,724) 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 At or Consultant's compensation schedule, attached as Exhibit §" 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 Monthl y Pa yment. 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 Pa yment. 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 Pa yment. 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 Hourl y 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 Ex penses. The following constitute reimbursable expenses authorized by this Agreement: Licenses, permits , fees, special graphics, plan reproduction, document printing, and other miscellaneous expenses necessitated by the project will be charged. Reimbursable expenses shall not exceed $150. 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 Pa yment of Taxes ; Tax Withholdin g. 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 Pa yment 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' Com pensation. 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 Liabilit y Insurance. 4.2.1 General re quirements. 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,OOO,OOO) 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 sco pe of covera ge. 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 re quirements. 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 Liabili ty Insurance. 4.3.1 General re quirements. 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 Re quirements. A certified endorsement to include contractual liability shall be included in the policy 4.4 All Policies Re quirements. 4.4.1 Acce ptabilit y 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 covera ge. 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 certified mail, return receipt requested, has been given to the City. In the event that any coverage required by this section is reduced, limited, cancelled, or materially affected 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 Oeductibles 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 Wastin g Polic y. 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. To the fullest extent permitted by law, ConSUltant shall, to the fullest extent allowed by law, with respect to all Services performed in connection with this Agreement, indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance ("Claims"), to the extent caused, directly or indirectly, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly 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. 5.1 Insurance Not in Place of Indemnity. 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. 5.2 PERS Liabilit y. 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. 5.3 Third Part y Claims. With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type of express or implied indemnity against the Indemnitees. Section 6. STATUS OF CONSULTANT. 6.1 Inde pendent 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 Governin g Law. The laws of the State of California shall govern this Agreement. 7.2 Com pliance with App licable 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 Re gulations. 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 Opp ortunity. 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. Section 8. 8.1 Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. TERMINATION AND MODIFICATION. 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 Assi gnment and Subcontractin g. 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 Ins pection 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 Res ponse to an Invitation to Bid or Re quest for Pro posals. 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 Attorne ys' 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 Severabili ty . 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 Im plied 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 Assi gns. 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 Rec ycled 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, ef 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, ef 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 Ray Towne ("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 City AKEL Engineering Group, Inc. 7433 North First Street, Suite 103 Fresno, CA 93720 NOTICES: City Clerk City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 INVOICES: Engineering Division City of South San Francisco 315 Maple Ave 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 o ~~~~rro reporUdesign responsibility. 10.12 Inte gration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A. 8. C. and D 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 Exhibit 8 Exhibit C Exhibit D Scope of Services Compensation Schedule Insurance Certificates 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 CONSULTANT Attest: Approved as to Form: CityAtt~ 2729964.1 EXHIBIT A SCOPE OF SERVICES Task 1-Data Collection I Field Inspection Objective: The objective of this task is to develop a thorough understanding of the City's wastewater collection system, including the operation and maintenance practices. As well as Discuss the City's specific concerns for the project. The task includes collecting existing infonnation. Task Description: Meet with the City staff to hold kickoff meeting/workshop. Receive copies of as-built drawings, video inspections, City utility map sets from existing geographical infonnation system (GIS) and other records useful to the understanding of the City's wastewater collection system, including: • As-built drawings • GIS base map files that has limited data that may include: • • • • Pipe size, material and installation date Manhole data (rim-inverts) Force mains Lift station information Lift station information, including design and operating features, pumping capacity, storage volume, wet well retention time and related features Historic SCADA data (wet well levels, pump operations, etc.) Any available O&M records for leaks, repairs and replacements Any available CCTV data The consultant is to develop a thorough understanding of the City's wastewater collection system, including the operation and maintenance practices. The consultant must also discuss the City's specific concerns for the project and prepare meeting summary notes. Meetings: This task includes the following meetings: • Kickoff Meeting Deliverables: • Request for Information (RFI) Matrix • Package: Data Gaps Analysis • Summary Report: Existing Facilities Inventory (Tables and Maps) Anticipated Level of Assistance from City Staff: • Provide information in the Request for information matrix, if available. Task 2 -Hydraulic Model Development, Calibration, and Capacity Analysis Objective: The objective of this task is to develop a hydraulic model, calibrate it to wet weather field flow monitoring program , evaluate the capacity adequacy of the existing sewer collection system Task Descriptions: This task includes the following subtasks: Subtask 2.1. Flow Monitoring Program. Consultant is to collect flow and rainfall data for a specific representative neighborhood within the City's wastewater collection system. Provide flow monitoring and documentation at locations provided by the City using the following assumptions • Duration offlow monitoring 0 Assume one month for dry weather (baseline) • • • Assume 2-3 months for wet weather flow Criteria for completion to the flow monitoring study, data collection with flow meters and rain gauges Dry weather and wet weather flow data Subtask 2.2. Sewer System Flow Development. Consultant shall develop the sewer flows , based on existing and recent trends , and based on the Flow Monitoring Program (Subtask 2.1). Dry Weather Flows: Develop existing system flow based on historic al data. In previous efforts, the water demands were obtained fi'om a 3rd party and geocoded to each parcel account, and the rate to sewer ratio estimated for each land use category. Using the water demands will account for recent trends in water conservations, and reductions in sewer flows. Wet Weather Flows : Wet Weather Flows will be based on the results of the Flow Monitoring Program, and the identified Rainfall-dependent Inflow and Infiltration (RDII) for each sewer basin. • Determine base RDII from flow monitoring results • Design storm event Future Sewer Flows: In addition to existing flows, future sewer flows will be estimated based on anticipated future infills and anticipated redevelopments. Subtask 2.3. Sewer System Asset Development and Inventory Consultant shall GPS sewer system assets to create a working system model. Consultant shall verify and GPS the following asset types: • Pipe size and material • Manhole location and data (rim-inverts) • Force mains locations We assume that the intent of this effort is to focus on the master planning and the development of the capital improvement program, as well as the renewal and replacement program, and to maintain the effort under $50 ,000 , as stated in the RFP. This effort will thus focus on critical manholes along the existing Trunk and Subtrunk System and areas with known and sometimes recurring subsidence. We are very familiar with areas that exhibited subsidence in the past, including the east of highway 101 sewer trunks, as well as the Intertie between San Mateo and San Bruno Pump Stations. The GPS effort of the selected manholes will include: • Locating Rim with Northing/Easting, Lat/Long, Rim Elev, Inv Elev and any pipes entering and exiting structure • Photos of each structure • Completed Dip Sheet inspection form of each structure • Spreadsheet of all structures inspected (manhole number, pt no, northing easting, lat/long, elevation information, pipe information, photo info and dipsheet link) • Compatible with City GIS structures Subtask 2.4. Hydraulic Model Development and Calibration. Consultant shall develop the hydraulic model to reflect the asset development and inventory (Subtask 2.2). The cun'ent hydraulic model for east of Highway 101 is in InfoSWMM (by Innovyze). New and recent construction will be added accordingly. The hydraulic model will be calibrated to mimic the system behavior in the flow monitoring program (Subtask 2.1 ), as well as the SCADA infom1ation for the existing Lift Stations. The east of Highway 101 sewer master plan was calibrated to the SCADA information from the existing 11 lift stations, which provided very valuable calibration data. The sewer flows will be based on the geo-coded distribution of the water billing records and include a retUl11 to sewer ratio to account for landscape irrigation Subtask 2.5. Evaluate Capacity of Existing Collection System. Consultant shall evaluate the capaci ty adequacy of the existing collection system, and clearly identify deficiencies. The criteria and standards used for evaluating the hydraulic capacity shall be clearly summarized in tables and submitted for City staff for review and approval prior to the analysis. The criteria include, but is not limited to the following: • Capacity adequacy criteria during Dry Weather Flows (diD for various pipes) • Capacity adequacy during Wet Weather flows (surcharge in manholes allowed to certain depth below rim elevation) • Minimum pipe slopes for various diameters. • Force Main maximum velocities criteria. • Lift Station capacity adequacy, and redundancy criteria. • Sewer Design Flows • Design Storm Event (lO-year, 24-hour) Improvements to Correct Existing Deficiencies. The hydraulic analysis will identify existing deficiencies to meet the service requirements established in the Design and Planning Criteria. Consultant shall identify improvements to mitigate the existing deficiencies and document them in tables and exhibits. Improvements to Accommodate In:fills or Redevelopments. The hydraulic analysis will also identify improvements to address future flows from infills and/or redevelopments, and document them in tables and exhibits. Meetings: • Meeting to review and approve identified assets requiring GPS • • Meeting to review and approve planning criteria, and existing and projected flows Meeting to review identified deficiencies and proposed improvements Deliverables: • • • • • • Subtask 2.1. Report on Flow Monitoring Program Subtask 2.2. Memorandum on existing Flows, projected Flows, and existing RDII. Subtask 2.3. GIS and hydraulic model for Modeled Assets Subtask 2.4. Developed Hydraulic Model Subtask 2.5. Planning and Design Criteria Subtask 2.5. Analysis Package for Capacity Deficiencies and Improvements. (Tables and Exhibits) Anticipated Level of Assistance from City Staff. • Review and approve: Flow monitoring sites, design and planning criteria, projected flows, identified deficiencies, and other submittals. Task 3 -Lift Station and Pipeline Condition Assessment (Optional) Objective: The objective of this optional task is to perfonn a condition assessment of lift stations (to be selected by the City), as well as pipelines, and develop a Renewal and Replacement (R&R) Plan. Task Descriptions: This task includes the condition assessment for selected lift stations and pipelines. Subtask 3.1. Lift Station Condition Assessment. The existing modeled system west of H wy 101 includes the two large lift stations (San Mateo and San Bnmo pump stations), while the existing modeled system east ofHwy 101 include 11 lift stations. City staff will advise which stations should be inspected. Per directions in the RFP, the condition assessment shall contain the following: • Condition-The station will be physically examined to determine the existing condition of the elements installed. Any pump tests perfonned on the pumps will be reviewed to detemline if the pumps still meet their design specifications. The physical features of the station (steel, wet well, seals, controls and electrical panels) will be reviewed for their condition. The electrical panel and its equipment will be reviewed for its adequacy, age and condition. Recommendations will be made jfthe station's condition needs to be improved. • Safety/ Standards-Safety around the station will be reviewed for the protection of the maintenance workers entering and exiting the station. Location within traffic areas will be reviewed. The station will be reviewed for compliance with any and all design standards and regulations If the City has included design parameters of lift stations in their development standards and ordinances, these will be reviewed to detennine if the existing station meets the City's current standards. Recommendations will be made if the station is out of compliance. • Capacity-The hydraulic analysis will detennine the quantity of wastewater flowing to the pump station on an average and also peak dry and peak wet weather flows. The station's pumps, pump curves and any pump tests will be reviewed to detemline the capacity of the existing station is and if it meets the sewer flows calculated in the proposed Sewer Master Plan. Recommendations will be made if the station is out of compliance. • Redundanc y-The capacities of each of the pumps will be compared to the average and peak sewer flows detennined in the Sewer Master Plan. The comparison will be made to detennine if the flows can be met with at least one pump out of service, causing a redundancy condition. Redundancy is needed to handle excessive flows as well as handling the flows during a period when a pump is removed for servicing. Redundancy can also be included in the station for pump controls. • Flood Resilience-The area sunounding each of the stations will be reviewed against the FEMA flood insurance mapping to detennine if the station is located within a flood zone. In cases where it is in a flood zone, the station will be reviewed to detennine if adequate seals are in place for prevention of flood water infiltration. Recommendations will be made if the station requires additional sealing or improvements to assure flood waters do not enter into the station. A report will be prepared including each of the lift stations in the assessment which will include a description of the station, the features of the equipment installed and an evaluation of its physical condition. The report will be submitted for review by City staff pIlar to its completion and approvals. Subtask 3.2. Renewal and Replacement Program (Optional). This optional task includes using risk- based GIS Modeling software, such as InfoMaster, to detennine existing conditions, risk of failure, consequence of failure, and the anticipated remaining service life of sewer system pipelines. The Condition Assessment will incorporate available data including but not limited to material type, soil conditions, age , results of nondestructive testing, and maintenance records of repairs. This task includes the development of likelihood and consequence of failure risk models. It should be noted that this task is contingent on the availability of NASSCO PACP coded CCTV inspections, and assumes the inspections are available in a standard Microsoft Access database file, as well as video file. This task SUppOlts the City's mission of "Rehabilitating and improving the City's infrastructure through the CIP". The task will identify the following: • Major structural defects • Major infiltration defects. • Infiltration and Inflow improvements The Renewal and Replacement (R&R) Plan can assist the City in the capital budget plmming and focus the rehabilitation efforts on priority improvements Meetings: • Meeting to review Lift Station condition assessment and recommendations Deliverables: • Report: Lift Station Inventory, listing features and conditions for each station inspected. • Report: Pipeline Condition Assessment • Report: Renewal and Replacement (R&R) Pan for both Pipelines and Lift Stations. Anticipated Level of Assistance from City Staff. • Provide guidance on which lift stations to be inspected. • Provide historical information on issues at each selected lift stations • Review and approve inspection and condition assessment report Task 4 -20-Year Capital Improvement Program and Funding Objective: The objcctl\e ot'll1is task is to identlty lmpnwenll.:IllS neces~ar~ \0 address eXlsllllgy.telll ddicicn..:ies as wdl ,IS new lacililie. rcqlll1'ed I'or rmw icii ng <.:~mtinw.:d reliJbk sen ice through a 20-vear planning hOrlZ()ll. Task Descriptions: This task includes the following subtasks: Subtask 4.1. 20-Year Capital Improvement Program. This task includes developing projects and detailed descriptions, for each identified improvement. Detailed cost estimates will include mapping and phasing. The phasing will be based on priorities, as well as the available 5-Year expenditure budgets. Subtask 4.3. Funding. This task will be complete by our subconsultant Bartle Wells who has been very involved in previous studies with the City of South San Francisco. Our overall goal for this task object would be to work closely with the project team to evaluate various capacity fee alternatives and their impacts, gain input from the Council and stakeholders, and build consensus for our final capacity fee recommendations . • Review Current Capacity Charges. Review the City's existing wastewater capacity charges as well as related policies and procedures. Work with staff to identify objectives for new or modified capacity charges. • Conduct Survey of Re gional Capacit y Charges . Review and summarize capacity charges of other regional and comparable agencies. Summarize results in easily understandable tables and/or charts. • Evaluate Alternative Capacity Charge Methodologies . Identify and evaluate alternative methods for calculating capacity charges. Discuss advantages and disadvantages with the project team and detennine a recommended approach. BW A often recommends that capacity charges recover costs for both existing and future facilities that benefit new development. Some key fee methodologies may include: • Buy-In Approach • Average or Total Cost Approach • Incremental Cost Approach • Buy-In + Expansion Cost Approach • Determine Current Value and Capacity of Wastewater Assets. Calculate the current value of the wastewater facilities assets. The current value of facilities can be calculated by adjusting the original or depreciated value of each facility or asset into current dollars using the Engineering News-Record Construction Cost Index, a widely-used measure of construction cost inflation. If applicable, evaluate an alternative method for valuing pipelines based on the linear feet of different types and diameters of pipeline multiplied by a conservative estimate of the unit cost per linear foot. • Allocate Capital Pro gr am Costs to Current and Future Users. Equitably allocate capital improvement costs to existing and future users based on input from City staff and its consulting engineers. Some projects may entirely benefit one group while others will benefit both existing customers and provide new capacity for growth. • Develop and Recommend New Wastewater Capacity Charges. Based on appropriate and technically sound methodology, recommend revisions to the CUlTent wastewater capacity charges based on the data developed above. Consider basing the fees on one of the following methods: • Equivalent dwelling units (EDUs) • Estimated wastewater flow and strength • Water meter size • Number of plumbing fixture units • Combination of the above or other appropriate method • Review fee for compliance with Govemment Code Section 66000 et. seq. (AB1600). • Recommend a Method for Future Capacity Charge Updates. Recommend a method to annually or periodically adjust capacity charges and miscellaneous charges so they keep aligned with future costs. For example, capacity charges can be adjusted annually based on the change in the Engineeling News-Record's Construction Cost Index, a widely used measure of construction cost inflation. Meetings: Meeting to review Capital Improvement Program • Meeting to review the Capacity Charge alternatives Deliverables: • Report: New Wastewater Capacity Charge Anticipated Level of Assistance from City Staff. • Review and approve 20-year capital improvement program and phasing • Review suggested methodologies for funding the CIP. • Review and approve New Wastewater Capacity Charges Task 5 -Final Report Objective: The objective of this task is to summarize the findings of the previous tasks (1-4) and prepare a final report. Task Descriptions: This Consultant will prepare a draft master plan report that documents tasks 1 through 4, including the planning assumptions, the flow monitoring program, the development of the hydraulic model, the design and performance criteria, the sewer flow projections, the identified deficiencies, the proposed improvements, the capital improvement programs, cost sharing suggestions, and the funding methodology. The master plan will also include associated maps and exhibits. The draft copy of the report will be submitted in electronic PDF fonnat for City staff review. Following the review period, Consultant will incorporate the changes in the final document. The final document will be produced in PDF and hardcopy. Meetings: • Presentation of Final Report to Management or Council for Adoption Deliverables: • Master Plan Report -Draft 1 (60% complete) • • Master Plan Report -Internal Final Draft (90% complete) Master Plan Report -Final. Anticipated Level of Assistance from City Staff. • Review Master Plan Draft Reports and provide comments EXHIBIT B COMPENSATION SCHEDULE Akel Billing Rates 1 • ENGINEERING GROUP. INC We have included our fee schedule along with billing rates for the subconsultants identified in our Proposal. Category Principal Engineer Senior Engineer Associate Engineer Assistant Engineer GIS Technician Word Processing/Secretarial Other Direct Expenses Travel and Subsistence Mileage Other Direct Cost Lift Station Assessment Mobilization Per Lift Station Pipeline Condition Assessment Per Mile of Pipe FEE SCHEDULE Effective Through June 30, 2018 *Fee Schedule is subject to an annual increase at the end of the fiscal year Hourly Rate $185.00 $166.00 $148.00 $112.00 $101.00 $76.00 at Cost $0.535/mile Cost plus 10% $3,000.00 $1,250.00 $1,200.00 EXHIBIT C INSURANCE CERTIFICATES EXHIBIT D FORM 590 T~£~~ .. 2018 Withholding Exemption Certificate 590 The peyeecompletee this fonnend ~ it to the withholding agent. Thewi1hholcfing agent ItHpe this form with their J.-de. WiIIIltcfdieg AgHt I onnaliOA N<mD 'Cay of ScUtt San Ff8ncisco II JDfOftllllion AdcIraM (1fIl/IID., raom. PO bar. or PMB_) ~7.t33 North Fat Sn.t. 5u.103 Ci!y(Hyaubaw .... ..n.. _____ ) FNsno WmptiDII Ruso n Check only one box. By c:hedcing the appropriate box balow, the payee certifies the reason Jor the exerJl)tion from the Calitornia income tax 'Mlhholding requiremGnts on payment(s) made to the entity or individual . Individuate -Certification of RMklency: I am a nlsiclent of CaliJornia and lresida at the address shown aboue. " I baoome a notVesident at any time. I wil l promptly notify the wiIhhokfing agent See inetructi0n8 lor Generallnbmetion D. 0efiniti0n8. Corporations: The eorporation has a permanent place of business in California at the addless shown above or is quaified through the Caifomia Secretary of State (50S) to do buainess in CeIiJomia. The corporation wi. fila a California tax rGlum.1f this eorporation osasea to have a permanent place of busineas in CaifOflja or ceallB8 to do any of the above. I will prOO1lIty noCify the wiItIIIdding agent. See instructions lor GsnerallnJormetion D. DefiAilions. o Partnerahi.,. or Limited Liability CompaniN (LLCe): The partnership or LLC has a permanent place or business in Calib'nia at the address shown abow or is registered wi1h the California 80S, and is subject to the 18_ of CeIbnia. The paltneraJUp or U.C will file a California tax retum. II the pertner~ or LtC C88988 to do any of the &bolle, I will proIq)lIy inform the withholding agent. For withhokling putpOSeS, a inited liabolty par1nerMip (lJ.p) is treated h any other partnarlllip. o Tax-Exempt EntitiM: The ertilY is exempt from tax under Calilomia RIIII8flU8 and Taxation Code (RATC) Section 23701 __ (insert lattar) or Internal Revenue Code Section SOI(c) , (JRSer1 number). I. this entity ce858II to ba exempt from tax, I wi. promptly notify ilia wiIJIhoIding agent. Individuals cannot ba tax-exs"1lt enlitiea. o lnaura_ Compa"'.1MivicIue1 Retirement Arrangements (lRb), or Qualified PenaionlProfit-sharing Plana: The a~ty is an insurenca CQI'I1MIf\y. IRA, or a fedamIy quUfied pension or profit-sharing plan. o CelifomiaTruata: At least one trustee and one nDfICOftingent beneficiary of the above-named trust is 8 Calilomia resident. The trust wi. fie a California fiduciary tax return. H the truslse or nonconlingent beneficiary bacxlme& 8 nonresident at any time, I wi prompIIy notify the withholdin9 agent o Eatatu -~tion of RHkIency of o.c ••• d Peraon: I am the executor of the aboYe-named person's estate or lrusl. The decedent was D CaIiomia resident 81 the time of death. The estate will file a California fiduc:ery tax ,etum. fJ NonmiliWy Spou .. of • Militery Senricemember: I em 8 nonmilitary spouse of a military servicefnent)er and I meet the MiI&ry Spouse Residency Relief Act (MSRRA) requirements. See instructions b Generallnfonnation E. MSRAA. CERTIFICATE OF PAYEE: Payee must cDftlllete and sign baIow. To team about your privacy rights, how we may use your information. and the consequenoes lor not pn:Mding the I8qU8Sted information. go to ftb.ca.govlfonna and search lor 1131. To request this notice by maio calISOO.8S2.S711. Uodat penaIIies of pequry, I dedare that I have examined the lnformation on thislorm. incbIing accompanying ac:heduIes and statements, and to the bast of my I!nowIecIge and balief. it is true, corred, and c:orqJIeta.1 further declare under penaJtiee of peljury that if the facts upon which lhislormare baaed change, I will proI11ItIy notify the wittIhoIding agent 11 • t • I'd title ';;:;"--0 N.'i Ai~ ~ .:.::=:-. :S \~k-t--Telephone (~S14;.C R;OO Date 1 /29/18 • 7 0 6 1 1 83 Form S90 2017 • ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMlDDIYYYY) ~ 8/10/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain poliCies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsementl s1 PRODUCER ~?NTACT Julia Ardon CA Lie # OF83966 AME: Hall & compan§ 11lg~o.£at). 360-626-2956 I r~ . ..tiO . 360-598-3703 AlE Insurance ervices 19660 10th Ave NE JDMo~. [email protected] Poulsbo WA 98370 INSURER /51 AFFORDING COVERAGE NAIC. INSURERA :RLlINSURANCE COMPANY 13056 INSURED 16505 INSURER B :Continental Casualty Company 20443 Akel Engineering Group Inc INSURERC : 7433 N First Street Suite 103 INSURERD : Fresno CA 93720 INSURERE : INSURERF: COVERAGES CERTIFICATE NUMBER' 2058353791 REVISION NUMBER- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . I~~~ TYPE OF INSURANCE A ~MMERCIAL GENERAL LIABIUTY ~ CLAIMS·MADE W OCCUR ~--------------------- r----------------------qGEN'L AGGREGATE LIMIT APPLIES PER: POLICY 0 jf8,: 0 LOC OTHER: A AUTOMOBILE LIABILITY X ANY AUTO -ALLOWNED .----SCHEDULED c--AUTOS HIRED AUTOS I---~~'?5WNED I-AUTOS c--UMBRELLA LIAB -l OCCUR EXCESS UAB ~ I CLAIMS·MADE DED [ I RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILtTY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory in NH) ~~~~~r~irg~ c;'~~PERATIONS below B Professional Liab ;Claims Made YIN ON/A PSA00022M ; , I PSW0003212 7111/2017 EEH591902203 7/11/2017 7/11/2018 7/11/2018 UMITS EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED PREMISES l Ea occurrence) $1,000,000 MED EXP (Anyone person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 PRODUCTS· COM PlOP AGG $2 ,000 ,000 S lE a aCCide~tr lNuL I= liMIT $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per aCCident ) $ rp~,?PERTY DAMAGE Per accident) $ $ EACH OCCURRENCE $ AGGREGATE S $ X I ~f~TUTE I I ~~H. E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE· EA EMPLOYEE $1,000,000 E.L. DISEASE· POLICY LIMIT $1,000,000 1 ~2'000,000 Per Claim I $2,000 ,000 Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) SIR: $5,000 per Claim City of South San Francisco is an Additional Insured on the Commercial General Liability and Auto Liability when required by written contract or agreement regarding activities by or on behalf of the Named Insured. The Commercial General Liability insurance is primary insurance and any other insurance maintained by the Additional Insured shall be excess only and non-contributing with this insurance. A waiver of subrogation applies to the Commercial General Liability, Auto Liability and Workers Compensation 1 Employers Liability in favor of the Additional Insured CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Ci~ of South San Francisco THE EXPIRA nON DATE THEREOF, NonCE WILL BE DELIVERED IN 40 Grand Avenue ACCORDANCE WITH THE POLICY PROVISIONS. South San Francisco CA 94080 AUTHORIZED REPRESENTATIVE I Au{Mkf © 1988-2014 ACORD CORPORATION, All rIghts reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD .... City of South San Francisco General liability Insurance -Self-Insured Retention (SIR) Questionnaire Please print these questions on your company letterhead, answer the questions, and sign the form. If you have questions, please contact: Employee name: Phone: Email: 1. Do you have Self·lnsured Retention (SIR) related to the liability coverage? If so, how much Is it? No 2. Do you have a deductible related to the liability coverage? If so, how much is It? No 3. Does your Insurance have a provision stating that no one else can pay the SIR or deductible except the contractor? No 4. Does the insurance agreement permit the City as an additional insured to pay the amount of the SIR or deductible If the contracto~ does not? Yes File Number: 17-1114 City of South San Francisco City Council Resolution: RES 18-2018 P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA Enactment Number: RES 18-2018 RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSULTING SERVICES AGREEMENT WITH AKEL ENGINEERING GROUP, INC. OF FRESNO, CALIFORNIA FOR THE SEWER MASTER PLAN (pROJECT NO. SS1801) IN AN AMOUNT NOT TO EXCEED $372,724 FOR A TOTAL BUDGET OF $428,632. WHEREAS, a Sewer Master Plan ("SMP") is an essential planning tool that enables a public agency to evaluate its sanitary sewer system; and WHEREAS, a SMP will help identify deficiencies that can cause overflows, specify preventive maintenance practices and develop a list of repair and replacement projects and their approximate costs that can then be incorporated into future capital improvement programs; and waEREAS, the City of South San Francisco ("City") has perfonned Infiltration & Inflow studies on the sanitary sewer system and a SMP for the East of 101 area, but does not yet have a fonnal SMP for the area west of 101 and would greatly benefit from having one; and WHEREAS, staff issued a Request for Proposals (RFP) for professional engineering services on November 1, 2017, on the eBidboard website; and WHEREAS, four (4) proposals were received on the due date of December 1,2017; and WHEREAS, after reviewing the submitted proposals, interviews were held for the four (4) proposing consultants on January 5, 2018; and WHEREAS, based on the interviews and the qualifications submitted, Aleel Engineering Group, Inc. demonstrated they have the staffing availability and expertise to provide the engineering expertise that is required to perfonn the SMP; and WHEREAS, staff recommends that Akel Engineering Group, Inc. undertake the Sewer Master Plan based upon the firm's experience, resources, familiarity of South San Francisco, and positive references; and WHEREAS, staff recommends awarding a consulting services agreement for the SMP Study to Akel Engineering Group, Inc. of Fresno, California in an amount not to exceed $372,724 for a total project budget of $428,632, shown in attached Exhibit A; and WHEREAS, funding for the Sewer Master Plan is included in the City of South San Francisco Fiscal Year City of South San FranCisco Page 1 File Number: 17-1114 Enactment Number: RES 18-2018 2017 -18 Capital Improvement Program and sufficient funds are available to cover the Project cost. NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of South San Francisco that the City Council hereby authorizes the City Manager to approve a consulting services agreement for the Sewer Master Plan to Akel Engineering Group of Fresno, California, in an amount not to exceed $372,724 and authorizing a total design budget of $428,632. 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 Council of the City of South San Francisco hereby authorizes the City Manager to execute the consulting services agreement on behalf of the City upon timely submission of Akel Engineering Group, Inc. 's signed contract and all other required documents, subject to approval as to fonn by the City Attorney. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the City Manager to take any other related actions consistent with the intention of the Resolution. * * * * * At a meeting of the City Council on 1124/2018, a motion was made by Richard Garbarino, seconded by Pradeep Gupta, that this Resolution be approved. The motion passed. Yes: 5 Mayor Normandy, Councilmember Garbarino, Mayor Pro Tern Matsumoto, Councilmemb -£J upta, and COUncilmember Addiego City of South San Francisco Page 2 FIRST AMENDMENT TO THE CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND AKEL ENGINEERING GROUP, INC. THIS FIRST AMENDMENT TO THE CONSULTING SERVICES AGREEMENT is made at South San Francisco, California, as of December 9, 2020 by and between THE CITY OF SOUTH SAN FRANCISCO (“City”), a municipal corporation, and AKEL ENGINEERING GROUP, INC. (“Contractor”), (collectively referred together as the “Parties”) who agree as follows: RECITALS A. On January 24, 2018, City and Contractor entered that certain CONSULTING SERVICES AGREEMENT (“Agreement”) whereby Contractor agreed to furnish City certain design and related services for the East of 101 Sewer Master Plan and the Citywide Sewer Master Plan (“Services”). A true and correct copy of the Agreement and its exhibits are attached hereto and incorporated herein as Exhibit A. B. City desires to procure additional Services from Contractor and, as such, City and Contractor now desire to amend the Agreement to increase the contract amount under the Agreement and revise the scope of services. 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. Section 2: Compensation. Section 2 of the Agreement shall be amended such that the City agrees to pay Consultant an additional sum not to exceed $293,692, with the understanding that up to Four Hundred and Two Thousand and One Hundred and Ten Dollars ($402,110) has already been paid to the Contractor. 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. 2. Scope of Services. The scope of services under the Agreement shall be amended to include additional services as set forth in Exhibit B, attached hereto and incorporated herein. All other terms, conditions 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]         EXHIBIT BFIRST AMENDMENT Dated: CITY OF SOUTH SAN FRANCISCO AKEL ENGINEERING, INC. By:By: Sharon Ranals, City Manager Tony Akel Principal Akel Engineering Group, Inc. Approved as to Form: By: City Attorney               EXHIBIT A Original Agreement                                                                                                                                                                                                                                                         EXHIBIT B Additional Services Proposal                                                                                    SECOND AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND AKEL ENGINEERING GROUP, INC. THIS SECOND AMENDMENT TO THE CONSULTING SERVICES AGREEMENT is made at South San Francisco, California, as of February 28, 2024 by and between THE CITY OF SOUTH SAN FRANCISCO (“City”), a municipal corporation, and AKEL ENGINEERING GROUP, INC (“Consultant”), (sometimes referred together as the “Parties”) who agree as follows: RECITALS A. On December 12, 2018, the City and Consultant entered that certain Consulting Services Agreement (“Agreement”) whereby Consultant agreed to provide professional Design Services for the Sewer Master Plan (ss1801). A true and correct copy of the Agreement and its exhibits is attached as Exhibit A. B. On December 9, 2020, the City and Consultant entered a First Amendment to the Agreement. A true and correct copy of the First Amendment and its exhibits is attached as Exhibit B. C. 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 Consultant 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. 2. Section 1: Term. The December 31, 2018 end date for the term of services identified in Section 1 of the Agreement is hereby replaced with June 30, 2027. 3. Section 2: Compensation. Section 2 of the Agreement shall be amended such that the City agrees to pay Consultant an additional sum not to exceed $360,792, with the understanding that up to $ 682,968.74 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. 4. Scope of Services. The additional Scope of services is attached as Exhibit C to this Amendment. All other terms, conditions 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] Dated: CITY OF SOUTH SAN FRANCISCO CONSULTANT By: By: Sharon Ranals, City Manager Tony Akel Principal Akel Engineering Group, Inc. Approved as to Form: By: City Attorney EXHIBIT A CONSULTING SERVICES AGREEMENT EXHIBIT B FIRST AMENDMENT TO THE AGREEMENT EXHIBIT C ADDITIONAL SCOPE OF SERVICES City of South San Francisco 2024 Sewer System Master Plan Update Fee Estimate (Version 5) Hours Costs Task Number Task Description Scope of Work Se n i o r Pr i n c i p a l En g i n e e r Se n i o r En g i n e e r As s o c i a t e En g i n e e r As s i s t a n t En g i n e e r Se n i o r G I S Te c h n i c i a n Se c r e t a r i a l To t a l La b o r C o s t s Su b c o n s u l t a n t Tasks Total $281 $209 $187 $160 $166 $110 Task 1 Revise Pipe Sizes This task consists of revising the pipe sizes in the existing sewer system hydraulic model based on the markups provided by City staff in March 2023. 2464 16 $2,790 $2,790 Task 2 Update Existing Sewer Flows This task consists of updating the existing hydraulic model scenario to reflect the actual flows observed at the WQCP. Data Request: 2022 Annual Sewer Flows at WQCP in Daily or Hourly Intervals 258 15 $2,633 $2,633 Task 3 Update Buildout Land Use and Estimate Buildout Sewer Flows based on the City's 2040 General Plan This task consists of updating the buildout land use based on the City's 2040 General Plan (adopted October 2022). Additionally, this task includes updating the future hydraulic model scenario with revised buildout sewer flows. Data Request: 2040 General Plan Land Use Polygons (GIS) 1 4 10 18 16 49 $8,523 $8,523 Task 4 Update System Capacity Performance This task consists of updating the capacity analysis to reflect the updated/revised 2040 General Plan land uses.2 4 10 30 8 54 $9,396 $9,396 Task 5 Update Deficiencies and Revise Capacity Improvements This task consists of updating the system deficiencies identified by the hydraulic model and revising the capacity improvements accordingly. 2816 4 30 $5,890 $5,890 Task 6 Update Capital Improvement Program This task consists of updating the Capital Improvement Program (CIP) to reflect the updates in the previous tasks. The CIP shall be escalated to the latest ENR Construction Cost Index. 2 8 12 12 16 50 $9,054 $9,054 Task 7 Update Capacity Fees This task includes updating the capacity fees report to reflect the revised Capital Improvement Program. Deliverable: Updated Capacity Fee Report 24 6$1,310 $10,500 $11,810 Task 8 Update Master Plan Report This task consists of updating the master plan report to support the latest 2040 General Plan update, and to reflect the changes identified in the previous tasks. Deliverable: Updated Sewer System Master Plan Report 3 10 5 12 10 40 $6,960 $6,960 Task 9 Project Management and Team Meetings This task consists of project management and meetings in support of the Master Plan Update.66 4420 $4,044 $4,044 Task 10 (Optional)Additional Analysis This task consists of project contigency to account for additional analysis or requests not already included in the current scope of work. 30 106 284 322 88 830 $149,820 $149,820 Task 11 (Optional)Development Review This task consists of performing as-needed sewer servicing studies and iterative capacity analysis for planned or proposed developments within the City's Sphere of Influence. Deliverable: Technical Memorandum documenting the impact of the proposed developments. 36 120 220 360 96 832 $149,872 $149,872 18 44 66 74 64 14 280 $50,600 $10,500 $61,100 84 270 570 756 248 14 1942 $350,292 $10,500 $360,792 Total, Excluding OPTIONAL Total, Including OPTIONAL Draft 01/23/20