REQUEST FOR PROPOSALS. City of San Mateo/EMID Waste Water Treatment Plant On-Call Construction Management and Support Services

Transcription

1 1 REQUEST FOR PROPOSALS City of San Mateo/EMID Waste Water Treatment Plant On-Call Construction Management and Support Services City of San Mateo, California Public Works Department 330 West 20th Avenue San Mateo, CA December 29, 2013 The City of San Mateo is accepting proposals to select one or more qualified engineering or construction management firm(s) to provide construction management and support services in support of the City s Waste Water Treatment Plant programs on an as-needed basis. All questions regarding this Request for Proposals (RFP) shall be directed to Steve Wu, Assistant Engineer, at Proposals shall be submitted by firms that have a capable and demonstrable background in the type of work described in Section II, "SCOPE OF SERVICES," of this notice. In addition, all interested firms shall have sufficient, readily available resources in the form of trained personnel, support services, specialized consultants and financial resources to carry out the work without delay or shortcomings. The City intends to select at least three firms to short list over a time period of two (2) years. The City reserves the right to prequalify any number of firms. Due to the as-needed nature of the work, no work is guaranteed regardless of selection. The scope of work will vary and will be requested on a task order basis as the need arises. A detailed outline of the Consultant s potential services is given in Section II of this RFP. The proposals shall be submitted to the Public Works Department, City of San Mateo, 330 West 20th Avenue, San Mateo, California, 94403, no later than: 5:00 p.m. on January 31, 2014 Each proposer shall submit five (5) bound sets of the proposal in accordance with Section IV, "PROPOSAL REQUIREMENTS."

2 2 TABLE OF CONTENTS PAGE I. INTRODUCTION... 3 II. SCOPE OF SERVICES... 4 III. AUTHORIZATION OF TASK ORDERS... 6 IV. PROPOSAL REQUIREMENTS... 7 V. CONSULTANT SELECTION PROCEDURE... 8 VI. ESTIMATED SCHEDULE FOR SELECTION... 9 VII. CONTACT PERSON 9 VIII. LATE PROPOSALS NOT CONSIDERED 10 APPENDIX: A. City of San Mateo Department of Public Works Standard Agreement for Professional Consultant Services.

3 3 I. INTRODUCTION A. BACKGROUND The City of San Mateo, hereafter referred to as the City, operates a Waste Water Treatment Plant (WWTP) facility, and has the need to coordinate between active construction projects in addition to normal operation, maintenance, and replacement of process equipment, facilities, and support systems. The City wishes to obtain professional construction management and support services under an On-Call Construction Management and Support Services contract to provide construction management, inspection, and administrative support services, specialty inspection, and other construction support services such as material testing and surveying for various projects on an as-needed basis. The following examples are the types of projects that may require construction management services in the near future: Gravity Thickener #1 and #2 Rehabilitation The lifecycle assessment performed at the Gravity Thickeners determined that the clarifiers were in a varied state of deterioration based on normal wear and tear. A schedule was established and funds were budgeted to conduct these repairs which should extend the life of the clarifiers to maintain normal plant operations. Secondary Clarifier #1, #2, #3 and #4 Rehabilitation The lifecycle assessment performed at the Secondary Clarifiers determined that the clarifiers were in a varied state of deterioration based on normal wear and tear. A schedule was established and funds were budgeted to conduct these repairs which should extend the life of the clarifiers to maintain normal plant operations. Sodium Hypochlorite Storage Tank Project The sodium hypochlorite storage tanks are at the end of their lifecycle and are due for replacement. The replacement of tanks, the transfer pumps, the day tanks, and the bisulfite feed pumps as well as the redesign of the hypochlorite transfer and metering pump piping system are included in this project. Mixing Box Rehabilitation This project includes modifying the geometry of the existing aeration basins to improve sludge settleability and to increase wet weather capacity by creating un-aerated selector zones.

4 4 II. SCOPE OF SERVICES The scope of work for the on-call construction management services will vary as need arises and will be at the discretion of the City. The main categories of work will include but is not limited to: o Construction Management o Construction Inspection/Specialty Inspection o Construction Contract Administrative Support o Constructability Reviews o Construction Claims Analysis and Support o Specialty Construction Services o Surveying Services o Task Order Management Typical tasks that may be required of the Consultant under these categories are detailed in the following sections. The selection process seeks to identify the construction management consultants best suited to provide services for these projects. The City reserves the right to discontinue or postpone services at any time. Construction Management Services Provide services of a Construction Manager (CM) / Resident Engineer (RE) to manage construction contract(s) on behalf of the Department. A City Project Manager (PM) will oversee and provide guidance and owner s decisions to the CM/RE. Construction Managers or Resident Engineers shall be registered Civil Engineers licensed in the State of California unless otherwise accepted by the City. Construction and Specialty Inspection Provide construction inspector(s) to perform general construction inspection of Waste Water Treatment Plant projects. These projects may include rehabilitation or new construction of any type of treatment plant facilities such as clarifiers, pumps, piping, and individual buildings. Provide specialty construction inspection for specific construction operations, systems, or equipment which may include but not be limited to: electrical and instrumentation (code requirements, field inspection, operational and acceptance testing) mechanical (code requirements, field inspection, operational and acceptance testing) construction safety (shoring, confined space, OSHA) micro-tunneling, directional drilling, jack and bore storm water pollution prevention (newest NPDES Construction General Permit requirements) traffic control

5 5 permit compliance (environmental) vibration monitoring structural steel and concrete geotechnical stability Construction Support Services Provide construction contract administrative support services to perform tasks including but not limited to: electronic and hard copy project record management and filing using Dept s and/or PM s systems preparation and distribution management of various documents, correspondence and submittals maintain tracking logs prepare, maintain, and review project schedules created with MS Project software or other cost estimating construction contract change order preparation preparation and distribution of meeting minutes review labor compliance submittals including certified payrolls budget cost tracking Support services may be full or part time as needed. Consultant staff may be asked to perform work at the City offices, field offices, or from the Consultant s home office. Constructability Reviews Provide services of a senior level Construction Manager, or Civil Engineer with at least 5 years construction management experience, to perform constructability reviews of PS&E submittals for waste water treatment plant projects (including pipelines, pumps, clarifiers, and associated site work). Construction Claims Analysis and Support Consultant staff providing construction management and support services for a project may be required to retrieve documents, prepare reports and participate in interviews near or after completion of construction as needed to assist the City in resolving claims made by or against the construction Contractor for that project. Provide services of a senior level Construction Manager, or Civil Engineer with at least 5 years construction management experience, to analyze and make recommendations for claims resolution on various projects. Providing Expert Witness Testimony is not included in the scope of work for this on-call contract.

6 6 Specialty Construction Services Provide services, either directly or through appropriately qualified sub-consultants, for the following: Materials testing field sampling and laboratory testing of various construction materials and existing soil materials Vibration monitoring Hazardous materials handling support Surveying Services Provide surveying services for various projects at the request of City Staff or at the request of the construction manager/inspector provided by Consultant. Task Order Management Provide project management and coordination of assigned task orders. Conduct project meetings with City staff to review progress of assigned task orders. Prepare monthly status reports detailing progress of assigned task orders. III. AUTHORIZATION OF TASK ORDERS Consultant services will be on an as-needed, on-call basis throughout the term of the Agreement. Consultant services will be authorized by task orders issued by the City, which may be in the form of a written or verbal request. The Consultant is responsible for acknowledging receipt of requests within two (2) working days. Task orders may vary significantly in size and scope and will be determined in greater detail as each task order is assigned. The City will discuss the scope of services with the selected Consultant prior to issuing a task order. The Consultant will be responsible for preparing a detailed scope and fee estimate for each task order. The City may accept the Consultant s scope and fee or negotiate with the Consultant at the City s discretion. The City reserves the right to not accept the Consultant s scope and fee and perform the work with other resources.

7 7 IV. PROPOSAL REQUIREMENTS: The City requests that the proposer submit a concise proposal clearly addressing all of the requirements outlined in the RFP. Proposer shall submit five (5) bound sets of its proposal containing 8-1/2" x 11" sheet sizes for the text and 11" x 17" sheet sizes for any fold-out drawings. The proposal must include, at a minimum, the following information: A. A summary of the consultant s understanding of the contract requirements as a whole and the unique capabilities to perform the services required. B. The consultant's experience and history in performing work on waste water treatment related projects. Include references of persons, firms, or agencies that the City may contact to verify the experience of the consultant. C. The consultant s experience and history in providing general consultation services on technical issues related to waste water treatment facilities. Include references of persons, firms, or agencies that the City may contact to verify the experience of the consultant. D. A table of organization setting forth the project manager, supporting staff, and sub-consultants. E. A statement of qualifications and experience for each licensed individual expected to perform work. Firms must be able to staff projects with qualified individuals who shall be committed to the work from inception through completion. F. Current fee schedule for a typical construction management services contract. G. An identification of any modifications to the attached Professional Consulting Services Agreement (Appendix A) the consultant would require prior to entering into an agreement with the City. H. A statement that the proposal will remain effective for ninety (90) days beyond the submittal date.

8 8 V. CONSULTANT SELECTION PROCEDURE A. EVALUATION CRITERIA: Proposals received by the City will be reviewed by the Selection Committee, which will make the final selection based on the following factors. Quality of Proposal: Proposal is concise, well written, and organized. The proposal addresses the items specified in Section IV, Proposal Requirements. Firm Qualifications and References: Recent Northern California technical experience by personnel that may be assigned to our projects who have performed work of a closely similar nature. This should include demonstration of experience working with public agencies, record of completing work on schedule, strength and stability of the firm, and assessments by client references. Specific technical experience in municipal waste water treatment plant projects is required. This should include reference names as well as current phone numbers and addresses. Staff and Project Organization: Qualifications of project staff, key personnel s level of involvement in performing related work, logic of project organization, adequacy of labor commitment; concurrence in the restriction on changes in key personnel. B. EVALUATION PROCEDURE: An oral interview with one or more of the firms submitting proposals may be requested after written proposals have been received by the City if deemed necessary to clarify proposal or qualifications. The City will schedule the time and place for the interview if determined to be necessary. Each proposer should be prepared to clarify and elaborate on the details set forth in their proposal. The Selection Committee will review the proposals submitted, establish a list of finalists based on pre-established review criteria, interview the finalist firms, if necessary, and determine the successful Proposer. The individual or composite rating and evaluation forms prepared by the Selection Committee will not be revealed. Sixty minutes will be allowed for the oral interview, including the question and answer period. The Project Manager must lead the presentation before the Selection Committee. Tentative interview date is listed in Section VI.

9 9 C. AWARD: The successful firms will be notified and placed on a short list of prequalified WWTP on-call general services engineers. When services are required, the City will choose the firms best suited for the tasks from the short list and award via separate contract with the City reflecting the terms and conditions of the RFP in addition to the City's standard professional services agreement requirements. The short list will be valid for a period of two (2) calendar years from the date of the original selection. A copy of the City of San Mateo Department of Public Works Standard Agreement for Professional Consultant Services is attached in Appendix A. The City reserves the right to modify the scope of work and reject any or all proposals. VI. ESTIMATED SCHEDULE FOR SELECTION Schedule for Consultant Selection Process The following project timeline is provided for your scheduling information; however it is subject to change at the discretion of the City. Project Benchmarks Date (No Later Than) Request for Proposals available December 29, 2013 Proposals due at the City January 31, 2014 Preliminary Evaluation February 3, 2014 Consultant Interview February 26, 2014 Consultant Selection March 5, 2014 Notification to Short-List March 7, 2014 VII. CONTACT PERSON Prospective proposers may contact Steve Wu, the City s Project Manager, for further information regarding contractual questions for this Request for Proposals. Deadline for inquires is on January 24, Inquires will be responded no later than January 27, All requests for interpretation or questions must be sent by facsimile or in writing and must clearly include the subject line RFP: Inquiries for WWTP On-Call Construction Management and Support Services. Inquiries and written correspondence may be directed to: STEVE WU, ASSISTANT ENGINEER PUBLIC WORKS DEPARTMENT CITY OF SAN MATEO 330 WEST 20th AVENUE SAN MATEO, CA (650) (650) (FAX)

10 VIII. LATE PROPOSALS NOT CONSIDERED Proposals must be received by the time specified at the address listed above. Any proposals received after the deadline will not be considered. 10

11 11 Appendix A AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES CITY OF SAN MATEO PUBLIC WORKS DEPARTMENT [name of project] [name of consultant] This agreement, made and entered into this day of, 20, by and between the CITY OF SAN MATEO, a municipal corporation existing under the laws of the State of California, hereinafter referred to as "CITY", and, a[n] [insert legal status of consultant here, e.g., individual, corporation, limited partnership, etc.] with offices at [address] hereinafter referred to as "CONSULTANT": R E C I T A L S: A. CITY desires certain professional services hereinafter described. B. CITY desires to engage CONSULTANT to provide these professional services by reason of its qualifications and experience for performing such services and CONSULTANT has offered to provide the required services on the terms and in the manner set forth herein. NOW, THEREFORE, IT IS AGREED as follows: SECTION 1 - SCOPE OF PROJECT The scope of services to be performed by CONSULTANT under this Agreement is described in Exhibit A, Scope of Services, attached and incorporated by reference. SECTION 2 - RELIANCE UPON PROFESSIONAL SKILL OF CONSULTANT It is mutually understood and agreed by and between the parties hereto that CONSULTANT is skilled in the professional calling necessary to perform the work agreed to be done under this Agreement and that CITY relies upon the skill of CONSULTANT to do and perform the work in the most skillful manner,

12 12 and CONSULTANT agrees to thus perform the work. The acceptance of CONSULTANT'S work by CITY does not operate as a release of CONSULTANT from said obligation. 3.1 CITY SECTION 3 - PROJECT COORDINATION/STAFFING LARRY PATTERSON, DIRECTOR OF PUBLIC WORKS will be the representative of CITY for all purposes under this Agreement. is hereby designated as the PROJECT MANAGER and shall supervise the day to day progress and execution of this Agreement. 3.2 CONSULTANT CONSULTANT's services are unique and personal. CONSULTANT shall not assign or transfer its interest or obligation under this Agreement without the CITY's written consent. CONSULTANT shall not subcontract its duties under this Agreement without the CITY's written consent. CONSULTANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. is hereby designated as the PROJECT DIRECTOR for CONSULTANT. CONSULTANT shall assign a PROJECT COORDINATOR to represent CONSULTANT during the day-to-day work on the Project. is hereby designated as the PROJECT COORDINATOR for CONSULTANT. CONSULTANT shall assign additional key personnel as follows: In addition, CONSULTANT is specifically authorized to subcontract with the following sub-consulting firms to assist in providing the services required by this Agreement: CONSULTANT shall be responsible for employing or engaging all subconsultants necessary for performance of the CONSULTANT S scope of work. CONSULTANT shall manage, evaluate, and incorporate subconsultants work into the project as necessary.

13 13 All work on this project shall be accomplished by the above named CONSULTANT'S personnel and sub-consultants. CONSULTANT shall not substitute personnel or sub-consultants without the CITY'S written consent. SECTION 4 - INDEPENDENT CONTRACTOR It is expressly agreed that in the performance of the professional services required under this Agreement, CONSULTANT shall at all times be considered an independent contractor as defined in Labor Code Section 3353, under control of the CITY as to the result of the work but not the means by which the result is accomplished. Nothing herein shall be construed to make CONSULTANT an agent or employee of CITY while providing services under this Agreement. SECTION 5 - DUTIES OF CONSULTANT CONSULTANT'S Services shall be furnished as described below and as more particularly described in Exhibit A, Scope of Services. Any changes in the Scope of Services must be approved in advance, in writing, by the Director of Public Works. CONSULTANT shall be responsible for the professional quality, technical accuracy and coordination of all studies, reports, designs, drawings, specifications, and other items furnished by CONSULTANT under this Agreement. CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in its studies, reports, designs, drawings, specifications, and other items. CONSULTANT represents that it is qualified to furnish the services described under this Agreement. All documents, drawings and specifications relating the project prepared by CONSULTANT or CONSULTANT s approved sub-consultants shall be approved, signed, and sealed by professional engineers duly registered in the State of California for each required discipline. The Contract Documents prepared by CONSULTANT shall provide for a completed project that conforms to all applicable national, state and local construction codes and ordinances, building, fire, electrical, plumbing and occupancy codes and standards. CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT. No sub-consultant of CONSULTANT will be recognized by CITY as such; rather, all sub-consultants are deemed to be the agents of CONSULTANT, and CONSULTANT agrees to be responsible for their performance. CONSULTANT shall give its personal

14 attention to the fulfillment of the provisions of this Agreement by all of its employees and sub-consultants, if any, and shall keep the work under its control. If any employee or sub-consultant of CONSULTANT fails or refuses to carry out the provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, he or she shall be discharged immediately from the work under this Agreement on demand of CITY. CONSULTANT shall furnish CITY with every reasonable opportunity for CITY to ascertain that the services of CONSULTANT are being performed in accordance with the requirement and intentions of this Agreement. 14 SECTION 6 - DUTIES OF CITY CITY shall provide pertinent information regarding its requirements for the project. CITY shall examine all documents submitted by CONSULTANT and shall render decisions pertaining thereto promptly to avoid unreasonable delay in the progress of CONSULTANT'S work. SECTION 7 - TERM, PROGRESS AND COMPLETION The services to be performed under this Agreement shall commence and be completed as set forth in Exhibit B, Project Schedule. It is understood and agreed that time is of the essence of this Agreement. CONSULTANT agrees to perform the services within the time limits set forth in Exhibit B. CITY agrees to exercise due diligence in performing its tasks to implement the CONSULTANT'S timetable. SECTION 8 - PAYMENT Payment shall be made by the CITY only for services rendered and upon submission of monthly progress payment requests. In consideration for the full performances of the services and any reimbursable expenses set forth in this Agreement, CITY agrees to pay CONSULTANT a fee based on verified time and materials not to exceed $. Requests for payments shall be itemized and correspond to the various items of work described in Exhibit A and shall be based on the rate and cost schedule set forth in Exhibit C.

15 CITY reserves the right to pay CONSULTANT not more than % of the "not to exceed" amount until a % project review is complete and the CITY determines that % of the project work is complete. % project completion shall include completion of Tasks through as listed in Exhibit A. Payment for extra work or changes in the work will not be made unless for work authorized in advance in writing by the DIRECTOR OF PUBLIC WORKS. Prior to commencing such extra work or changes, CONSULTANT and CITY shall agree upon an estimated not-to-exceed cost for such extra work. In no event shall CONSULTANT be paid for additional work that is necessary because of CONSULTANT'S errors or oversights. CONSULTANT shall maintain complete and accurate records as to the number of hours worked by persons and the direct costs incurred during each phase under this Agreement. All such records shall be maintained on a generally accepted accounting basis and shall be clearly identified and readily accessible. CONSULTANT shall provide free access to such books and records to the CITY at all times, shall permit the CITY to examine and audit those books and records, shall permit the CITY to make copies of those books and records, and shall permit the CITY to inspect all work data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment under this Agreement. All accounting records shall provide an understandable breakdown of costs charged to this Agreement. All records encompassed by this subparagraph, as well as supporting documentation, shall be kept separate from other CONSULTANT documents and records and shall be maintained by CONSULTANT for three (3) years after CONSULTANT'S receipt of final payment under this Agreement. CONSULTANT shall bill the CITY within thirty (30) days for all compensable activity on the project. CITY shall pay CONSULTANT within thirty (30) days of receipt of billings. If CITY disagrees with any portion of a billing, the CITY shall promptly notify CONSULTANT of the disagreement, and the CITY and the CONSULTANT shall attempt to resolve the disagreement. CITY's payment of any amounts shall not constitute a waiver of any disagreement. 15 SECTION 9 - CHANGES IN WORK CITY may order changes in scope or character of work, either decreasing or increasing the amount of CONSULTANT's services by amending this Agreement. In the event that such changes are ordered, CONSULTANT shall be entitled to full compensation for all work performed prior to receipt of notice of change. In no event shall CITY be liable for payment unless the amount of such extra compensation shall first have been agreed to in writing by CITY.

16 In the event that changes are ordered pursuant to this section, the schedule for progress and completion in Section 7 of this Agreement and compensation in Section 8 of this Agreement shall be adjusted by negotiation between CONSULTANT and CITY, subject to approval, if necessary by the San Mateo City Council. SECTION 10 - CONFLICT OF INTEREST CONSULTANT understands that its professional responsibility is solely to CITY. CONSULTANT warrants that it presently has no interest, and will not acquire any direct or indirect interest, that would conflict with its performance of this Agreement. CONSULTANT shall not knowingly, and shall take reasonable steps to ensure that, it does not employ a person having such an interest in the performance of this Agreement. If after employment of a person, CONSULTANT discovers that it has employed a person with a direct or indirect interest that would conflict with its performance of this Agreement, CONSULTANT shall promptly sever the employment relationship. SECTION 11 - TERMINATION A. CITY may, by ten days written notice to CONSULTANT, terminate this Agreement in whole or in part at any time, either for CITY'S convenience or because of the failure of CONSULTANT to fulfill its agreement obligations. Upon receipt and within ten days of such notice CONSULTANT shall: 1. Immediately discontinue all services affected (unless the notice directs otherwise); and 2. Deliver to CITY all data, documents, reports, estimates, summaries and such other information and materials as may have been accumulated by CONSULTANT in performing this Agreement, whether completed or in progress. B. If the termination is for the convenience of CITY, CONSULTANT shall be compensated for all authorized work performed prior to notification of termination but no amount shall be allowed for anticipated profit on unperformed services. C. If, after any notice of termination for failure to fulfill agreement obligations, it is determined by a court or other arbitrator that CONSULTANT had not so failed, the termination shall be deemed to have been effected for the convenience of CITY. In such event, adjustment in the agreement price shall be made as provided in paragraph (B) of this section. 16

17 D. CONSULTANT may terminate this Agreement or suspend work on the project upon sixty (60) days written notice to CITY, but only in the event of substantial failure of performance by CITY or in the event CITY abandons or indefinitely postpones the Project. E. Upon termination of this Agreement or suspension of work on the project by either CITY or CONSULTANT, all duties of CITY and CONSULTANT as set forth in Sections 5 and 6 herein above shall terminate. 17 SECTION 12 - STATUS OF REPORTS All documents furnished to CONSULTANT by the CITY and all reports and supportive data prepared by the CONSULTANT under this Agreement are the CITY'S property and shall be delivered to the CITY upon the completion of CONSULTANT'S services or at the CITY'S written request. All reports, information, data, and exhibits prepared or assembled by CONSULTANT in connection with the performance of its services pursuant to this Agreement are confidential until released by the CITY to the public, and the CONSULTANT shall not make any of these documents or information available to any individual or organization not employed by the CONSULTANT or the CITY without the written consent of the CITY before any such release. SECTION 13 - INSURANCE The CONSULTANT shall provide and maintain: A. Commercial General Liability Insurance, occurrence form, with a limit of not less than $2,000, each occurrence. If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two (2) times the occurrence limit. B. Automobile Liability Insurance, occurrence form, with a limit of not less than $1,000, each occurrence. Such insurance shall include coverage for owned, hired, and non-owned automobiles. C. Errors and omissions insurance in the minimum amount of $1,000, aggregate. D. Workers Compensation in at least the minimum statutory limits.

18 18 E. General Provisions for all insurance. All insurance shall: 1. Include the City of San Mateo and the Estero Municipal Improvement District, their elected and appointed officials, employees, and agents as additional insureds, except errors and omissions, with respect to this Agreement and the performance of services in this Agreement. The coverage shall contain no special limitations on the scope of its protection to the abovedesignated insureds. The additional insured requirement shall apply only to the coverage specified in paragraphs A and B. 2. Be primary with respect to any insurance or self-insurance programs of City and Estero, their elected and appointed officials, employees, and agents. 3. Be evidenced, prior to commencement of services, by properly executed policy endorsements in addition to a certificate of insurance. 4. No changes in insurance may be made without the written approval of the City Attorney's Office. 5. NOTICE OF CANCELLATION: The city requires 30 days written notice of cancellation, except for 10 days notice in case of nonpayment of premium. Additionally, the notice statement on the certificate should not include the wording endeavor to or but failure to mail such notice shall impose no obligation of liability of any kind upon the company, its agents or representatives. SECTION 14 - NONASSIGNABILITY Both parties hereto recognize that this Agreement is for the personal services of CONSULTANT and cannot be transferred, assigned, or subcontracted by CONSULTANT without the prior written consent of CITY. SECTION 15 - INDEMNITY CONSULTANT agrees to hold harmless and indemnify CITY and Estero, their elected and appointed officials, employees, and agents, from and against any alleged claims, loss, liability, damage, and expense arising out of CONSULTANT s performance of this Agreement, except those claims arising out of CITY s active negligence or willful misconduct. CONSULTANT agrees to defend CITY and Estero, their elected and appointed officials, employees, and agents, against any such claims. With regard to design professional services performed by CONSULTANT, CONSULTANT agrees to hold harmless and indemnify CITY and Estero, their elected and appointed officials, employees, and agents, from and against any and all claims, loss, liability, damage, and expense to the

19 extent arising out of CONSULTANT s negligence, recklessness, or willful misconduct. CONSULTANT agrees to defend CITY and Estero, their elected and appointed officials, employees, and agents, against any such claims to the extent of CONSULTANT s negligence, recklessness, or willful misconduct. SECTION 16 - WAIVERS The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provisions of any ordinance or law shall not be deemed to be a waiver of such term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, covenant, condition, ordinance or law or of any subsequent breach or violation of the same or of any other term, condition, ordinance, or law. The subsequent acceptance by either party of any fee or other money which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, covenant, or condition of this Agreement or of any applicable law or ordinance. SECTION 17 - COSTS AND ATTORNEYS FEES Attorney fees in an amount not exceeding $85 per hour per attorney, and in total amount not exceeding $5000, shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any action or actions to enforce the provisions of this Agreement. The above $5000 limit is the total of attorney fees recoverable whether in the trial court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this Agreement that neither party shall have to pay the other more than $5000 for attorney s fees arising out of an action, or actions to enforce the provisions of this Agreement. SECTION 18 - NON-DISCRIMINATION CONSULTANT warrants that it is an Equal Opportunity Employer and shall comply with applicable regulations governing equal employment opportunity. Neither CONSULTANT nor any of its sub-consultants shall discriminate in the employment of any person because of race, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, or age, unless based upon a bona fide occupational qualification pursuant to the California Fair Employment and Housing Act. SECTION 19 - MEDIATION Should any dispute arise out of this Agreement, any party may request that it be submitted to mediation. The parties shall meet in mediation within 30 days of a request. The mediator shall be agreed to by the mediating parties; in the absence of an agreement, the parties shall each submit one name from 19

20 mediators listed by either the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a "blindfolded" process. The cost of mediation shall be borne equally by the parties. Neither party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall last until agreement is reached by the parties but not more than 60 days, unless the maximum time is extended by the parties. SECTION 20 - LITIGATION CONSULTANT shall testify at CITY'S request if litigation is brought against CITY in connection with CONSULTANT'S services under this Agreement. Unless the action is brought by CONSULTANT, or is based upon CONSULTANT'S wrongdoing, CITY shall compensate CONSULTANT for preparation for testimony, testimony, and travel at CONSULTANT'S standard hourly rates at the time of actual testimony. 20 SECTION 21 - NOTICES All notices hereunder shall be given in writing and mailed, postage prepaid, addressed as follows: To CITY: Larry Patterson Director of Public Works City of San Mateo 330 West 20th Avenue San Mateo, California To CONSULTANT:

21 21 SECTION 22 - AGREEMENT CONTAINS ALL UNDERSTANDINGS; AMENDMENTS This document represents the entire and integrated agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations, and agreements, either written or oral. This document may be amended only by written instrument, signed by both CITY and CONSULTANT. SECTION 23 AUTHORITY TO ENTER INTO AGREEMENT CONSULTANT has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. SECTION 24 SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. SECTION 25 - GOVERNING LAW This Agreement shall be governed by the laws of the State of California. SECTION 26 - VENUE In the event of litigation, venue will be in the County of San Mateo. IN WITNESS WHEREOF, CITY and CONSULTANT have executed this Agreement the day and year first above written. CITY OF SAN MATEO, a municipal corporation [Name, Title ] [Above is Mayor, Dept Head, or City Mgr] CONSULTANT By Its Authorized Agent Printed name and title* *If a Corporation, can be either 1) President or 2) Vice President plus an additional corporate officer (i.e., Secretary, Treasurer) who shall sign below

22 22 ADDITIONAL CORPORATE OFFICER (if necessary per the above) By: [If contract does not go to Council (under $100K), omit the following ATTEST and APPROVED AS TO FORM blocks] ATTEST: Patrice M. Olds, City Clerk Printed name and title of additional corporate officer APPROVED AS TO FORM: Gabrielle Whelan, Assistant City Attorney Attachments: Exhibit A: Scope of Services Exhibit B: Project Schedule Exhibit C: Rate and Cost Schedule Including Hourly Rates, Sub-Consultants and Reimbursable Expenses

23 23 For Information Only CITY OF SAN MATEO INSURANCE REQUIREMENTS WORKERS COMPENSATION INSURANCE: Minimum statutory limits. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: Liability and Property Damage Combined. General $2,000, per occurrence including comprehensive form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. Prior to commencement of services, insurance coverage must be evidenced by a properly executed policy endorsement showing that the insurance is primary with respect to any insurance or self insurance programs of City and Estero, their elected and appointed officials, employees, and agents and additional insured coverage in addition to a certificate of insurance (sample endorsement attached). and it shall name "The City of San Mateo and the Estero Municipal Improvement District, their elected and appointed officials, employees and agents, as additional insureds." AUTOMOBILE LIABILITY INSURANCE: Automobile Liability Bodily and Property Damage Combined, $1,000, aggregate. Such insurance shall include coverage for owned, hired, and non-owned automobiles. This insurance must be primary with respect to any insurance or self insurance programs of City and Estero, their elected and appointed officials, employees, and agents. Prior to commencement of services, insurance coverage must be evidenced by a properly executed policy endorsement showing that the insurance is primary with respect to any insurance or self insurance programs of City and Estero, their elected and appointed officials, employees, and agents and additional insured coverage in addition to a certificate of insurance. and it shall name "The City of San Mateo and the Estero Municipal Improvement District, their elected and appointed officials, employees and agents, as additional insureds." ERRORS AND OMISSIONS INSURANCE: in the minimum amount of $1,000, aggregate. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "But failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives. To prevent delay and insure compliance with the requirements of the specifications, the insurance certificates and endorsements must be returned to: [insert project manager s name], PUBLIC WORKS DEPT. CITY OF SAN MATEO 330 West 20th Avenue San Mateo, CA 94403

24 24 SAMPLE ENDORSEMENT POLICY NUMBER: XXXXXXXXX THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART AUTOMOBILE LIABILITY COVERAGE PART Name of Person or Organization: SCHEDULE The City of San Mateo and the Estero Municipal Improvement District, their elected and appointed officials, employees and agents are named as additional insured. This insurance shall apply as primary insurance as respects any Person, Organization, Partnership or Joint Venture named above, and any other insurance available to such Person, Organization, Partnership or Joint Venture shall be excess and not contributory with the insurance afforded by this policy.