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HomeMy WebLinkAboutItem 13i - Engineering Design Services for Trichloroethylene ("TCE") Treatment Solution DATE: June 19, 2018 TO: Honorable Mayor and City Council FROM: Tom Tait, Public Works Services Director By: Eddie Chan, P.E., Principal Civil Engineer SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH ES ENGINEERING SERVICES, LLC FOR ENGINEERING DESIGN SERVICES FOR TRICHLOROETHYLENE (“TCE”) TREATMENT SOLUTION AT LIVE OAK WELL IN THE AMOUNT OF $149,766 Recommendation: Approve SUMMARY The City’s Live Oaks Well has been impacted by Trichloroethylene (“TCE”), a Volatile Organic Compound (“VOC”) groundwater contaminant that is used as a solvent to remove grease from metal parts. It is a federal and state regulated contaminant with a Maximum Contaminant Level (“MCL”) of 5 parts per billion. TCE concentrations sampled at Live Oak Well are on the brink of exceeding the allowable MCL. Consequently, Live Oak Well will be forced to shut down if the City does not act to treat it for TCE remediation. The Live Oak Well is not currently exceeding the MCL for any contaminate and is in operation at this time. It is crucial for this well to remain operational as it is a top producing well and the only source of water supply in Pressure Zone 4. The Public Works Services Department (“PWSD”) recently solicited a Request for Proposal (“RFP”) for engineering design services for TCE treatment solution at Live Oak Well. Based on the evaluated proposals, it is recommended that the City Council approve, and authorize and direct the City Manager to execute a Professional Services Agreement with ES Engineering Services, LLC for engineering design services of the TCE treatment solution at Live Oak Well in the amount of $149,766. BACKGROUND According to the State Water Resources Control Board, TCE is a manmade chemical widely used in commercial, automotive, and manufacturing facilities as a solvent for Award Professional Services Agreement for Engineering Services June 19, 2018 Page 2 of 3 degreasing metal parts. TCE may leach into groundwater in dissolved or liquid forms, sinking below the water table. It is one of the most frequently detected drinking water contaminants in California. Based on State Water Resources Control Board’s data from 2007 to 2017, 186 public water supply wells had at least one detection of TCE above the MCL. Most wells with detections of TCE above the MCL occurred in three counties; Los Angeles (153), San Bernardino (14), and Fresno (6). The current MCL set forth by the US Environmental Protection Agency and the State Water Resources Control Board is 5 parts per billion. Since 1991, water samples taken at Live Oak Well have intermittently detected the presence of TCE. In recent years, water sampling at Live Oak Well has shown an increase of TCE concentration levels as high as 5.6 parts per billion. DISCUSSION On May 7, 2018, the RFP was published in the City’s local adjudicated paper and proposal packages were sent to qualifying consulting firms capable of providing water treatment engineering services. Four proposals were received on May 29, 2018, and all four firms were invited to interview on June 7, 2018. Each proposal was evaluated and ranked based on criteria including the quality of the proposed project, the firm’s experience and past performance on similar projects, consultant availability, references from clients with similar projects, and implementation timeline. The rankings and associated costs are as follows: Rank Consultant Location Cost 1 ES Engineering Services, LLC Irvine, CA $149,766 2 Hazen and Sawyer Irvine, CA $348,760 3 SA Associates Arcadia, CA $257,000 4 Stetson Engineers, Inc. Covina, CA $313,900 The scope of the services include identifying an efficient and cost-effective design for TCE treatment at the well site; conducting engineering calculations; submitting drawings and plans during the preliminary and final design phases; providing cost estimates including operations and maintenance costs; providing construction support by assisting staff during construction meetings and the bid evaluation process; responding to requests for information; and conducting final inspections at project completion. After careful review and consideration of the proposals and interviews, it was determined that ES Engineering Services, LLC is the most qualified firm to perform the required engineering design services. ES Engineering Services, LLC has demonstrated specific experience in providing similar services to other agencies, such as the Cities of Award Professional Services Agreement for Engineering Services June 19, 2018 Page 3 of 3 Barstow, Cerritos, and Ontario. In addition, they provided the lowest cost proposal. Therefore, it is recommended that the City Council approve, and authorize and direct the City Manager to execute a Professional Services Agreement with ES Engineering Services, LLC for engineering design services of the TCE treatment solution at Live Oak Well in the amount of $149,766. Attached is a copy of the proposed Professional Services Agreement with ES Engineering Services, LLC. ENVIRONMENTAL IMPACT The proposed action does not constitute a project under the California Environmental Quality Act (“CEQA”), and it can be seen with certainty that it will have no impact on the environment. Thus, this matter is exempt under CEQA. Furthermore, CEQA review will be done when the design has been completed. FISCAL IMPACT In the Fiscal Year 2017-18 Capital Improvement Program, $250,000 has been budgeted for design of the Live Oak Well treatment solution. RECOMMENDATION It is recommended that the City Council approve, authorize, and direct the City Manager to execute a Professional Services Agreement with ES Engineering Services, LLC for engineering design services Trichloroethylene (“TCE”) treatment solution at Live Oak Well in the amount of $149,766. Attachment: Proposed Professional Services Agreement Revised 04/13 1 CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT REGARDING ENGINEERING SERVICES FOR DESIGN OF TRICHLOROETHYLENE (TCE) TREATMENT SOLUTION AT LIVE OAK WELL 1. PARTIES AND DATE . This Agreement is made and entered into this ____ day of ______________, 2018 by and between the City of Arcadia, a charter city organized under the Constitution and laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066-6021 ("City") and ES Engineering Services, LLC, a Delaware Corporation, with its principal place of business at 1 Park Plaza, Suite 1000, Irvine, California, 92614 ("Consultant"). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties.” 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing engineering design services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the design of Trichloroethylene (TCE) treatment solution at Live Oak Well project (“Project”) as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional engineering design consulting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. Revised 04/13 2 3.1.2 Term. The term of this Agreement shall be for one year from the date of execution, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the prior written approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon prior written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Joon H. Min, PhD, Vice President. Revised 04/13 3 3.2.5 City’s Representative. The City hereby designates Tom Tait, Public Works Services Director, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee. 3.2.6 Consultant’s Representative. Consultant hereby designates Joon H. Min, PhD, Vice President, or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub- consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and Revised 04/13 4 without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, and employees free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.9.1 Immigration Reform and Control Act. Consultant acknowledges that Consultant, and all subcontractors hired by Consultant to perform services under this Agreement, are aware of and understand the Immigration Reform and Control Act ("IRCA"). Consultant is and shall remain in compliance with the IRCA and shall ensure that any subcontractors hired by Consultant to perform services under this Agreement are in compliance with the IRCA. In addition, Consultant agrees to indemnify, defend and hold harmless the City, its directors, officials, officers and employees, from any liability, damages or causes of action arising out of or relating to any claims that Consultant's employees, or the employees of any subcontractor hired by Consultant, are not authorized to work in the United States for Consultant or its subcontractor and/or any other claims based upon alleged IRCA violations committed by Consultant or Consultant's subcontractor(s). 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section; provided, however, that in lieu thereof, the Consultant may provide evidence to the City that all subcontractors are additional insureds under the Consultant’s policies of insurance. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees, subcontractors and volunteers. Consultant shall also name and obtain insurer’s consent to naming City, its directors, officials, officers, and employees as an additional insured with proof of certificate of insurance that they are an additional insured. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be when commercially available (occurrence based) at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage for premises and operations, contractual liability, personal injury, bodily injury, independent contractors, broadform property damage, explosion, collapse, and underground, products and completed operations; (2) Automobile Liability: Revised 04/13 5 Insurance Services Office Business Auto coverage for any auto owned, leased, hired, and borrowed by Consultant or for which Consultant is responsible; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. The City, its directors, officials, officers, and employees shall be listed as additional insured. Any deductibles or self-insured retentions must be declared to and approved by City and conform to the requirements provided in Section 3.2.10.6 herein. (B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage, with an aggregate limit of $1,000,000. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of three (3) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to include contractual liability. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, and employees shall be covered as additional insured with respect to liability arising out of Services operations and for completed operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, and employees, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees and volunteers shall be excess of the Consul tant’s insurance and shall not be called upon to contribute with it in any way. Revised 04/13 6 (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, and employees shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, and employees, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, and employees shall be excess of the Consultant’s insurance and shall not be called upon to contribute with it in any way. (C) Workers’ Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, and employees for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested of cancellation, of intended non-renewal or endorsement reduction in limit or scope of coverage; provided, however, that in the event of cancellation due solely to non-payment of premium, ten (10) days notice of cancellation for non-payment of premium may instead be given to the City.; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, and employees. 3.2.10.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, and employees. 3.2.10.6 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, and employees; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VII, admitted or approved to do business in California, and satisfactory to the City. Revised 04/13 7 3.2.10.8 Verification of Coverage. Consultant shall furnish City with complete and accurate copies of current certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. Copies of all certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.10.9 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.10.10 Material Breach. Lack of insurance does not negate Consultant’s obligations under this Agreement. Maintenance of proper insurance coverage is a material element of this Agreement and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of the Agreement. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including reimbursements which receive the City’s prior written authorization, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed ONE HUNDRED FORTY-NINE THOUSAND, SEVEN HUNDRED SIXTY-SIX DOLLARS AND NO CENTS ($149,766.00) without written approval of the City Manager. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City Revised 04/13 8 shall, within forty-five (45) days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless prior written authorization is obtained from the City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without prior written authorization from City's Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. A termination without cause by City shall not act as or be deemed a waiver of any potential known or unknown City claims associated with Consultant’s performance prior to the date of termination. 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. Revised 04/13 9 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: ES Engineering Services, LLC 1 Park Plaza, Suite 1000 Irvine, CA 92614 Attn: James Wang, Project Manager City: City of Arcadia 240 West Huntington drive Arcadia, CA 91007 Attn: Eddie Chan, Principal Civil Engineer Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk. Revised 04/13 10 3.5.3.2 Confidentiality. Except as otherwise required by California law, all ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Indemnification. 3.5.5.1 To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, and employees free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorney’s fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant’s Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant shall defend with Legal Counsel of City’s choosing, at Consultant’s own cost, exp ense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, and employees. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, and employees, in any such suit, action or other legal proceeding arising from Consultant’s performance of the Services, the Project or this Agreement; except to the extent that liability is caused by the active negligence or willful misconduct by the City or its directors, officials, officers, and employees. Consultant shall reimburse City and its directors, officials, officers, and employees, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Revised 04/13 11 the City, its directors, officials, officers, and employees, and shall take effect immediately upon execution of this Agreement. 3.5.5.2 The duty to defend and to hold harmless, as set forth above, shall include the duty to defend as established by Section 2778 of the California Civil Code, and the duty to defend shall arise upon the making of any claim or demand against the City, its respective officials, officers, agents, employees and representatives, notwithstanding that no adjudication of the underlying facts has occurred, and whether or not Consultant has been named in the claim or lawsuit. 3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. 3.5.7 Attorney’s Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys’ fees and all other costs of such action. 3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, Revised 04/13 12 and employees except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed b y a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to Revised 04/13 13 undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter 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 bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.5.23 Exhibits and Recitals. All Exhibits and Recitals contained herein are hereby incorporated into this Agreement by this reference. 3.6 Subcontracting. 3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [SIGNATURES ON NEXT PAGE] Revised 04/13 14 In witness whereof the Parties have executed this Professional Services Agreement on the date set forth below. CITY OF ARCADIA ES ENGINEERING SERVICES, LLC By_________________________ By ____________________________ Dominic Lazzaretto Signature City Manager Date: ______________________ ______________________________ Print Name and Title ATTEST: Date: _________________________ ___________________________ By____________________________ City Clerk Signature APPROVED AS TO FORM: ______________________________ Print Name and Title ___________________________ Date: _________________________ Stephen P. Deitsch City Attorney CONCUR: ______________________________ Tom Tait Public Works Services Director A-1 EXHIBIT "A" SCOPE OF SERVICES Consultant shall provide professional consulting design services to develop a Trichloroethylene (TCE) Treatment Solution at Live Oak Well. The consultant services shall include, but is not limited to the following scope of services: The consultant is expected to conduct all engineering as required, including structural engineering, civil engineering, electrical engineering, mechanical engineering, and land surveying; identify O&M costs required for design and construction; identify all necessary permits for the construction of the proposed treatment solution; provide administrative support during the bidding process and construction phase, including preparation of construction plans, project specifications, quantity and cost estimates, and construction support pertaining to Request for Information (RFI), addendums process, and submittal review, as well as all compliance efforts necessary to meet local, state and federal requirements. The Consultant shall provide the following items in the required format: x All drawings shall be prepared on 24" x 36" Mylar sheets, signed and sealed by the supervising California Licensed Civil Engineer or Structural Engineer. x Plans shall be prepared and submitted in AutoCAD format, and must be compatible with AutoCad 2018. x Prepare project specifications using pro forma specifications provided by the City; make revisions and supplement the document as needed consistent with Greenbook Standards. Submit one (1) printout on 8-1/2" x 11" paper and a digital copy compatible with MS Word 2010 with the proposal. x Submit black lined prints for City review. x Prepare and submit quantity and cost estimates compatible with MS Excel 2010 TASK I – PRELIMINARY DESIGN 1. Attend preliminary design meeting with the City. 2. Review all documents (As-built drawings, and Live Oak Well contaminant records, etc.) provided by the City necessary to complete the work. 3. Review requirements for treatment solutions with the California Department of Public Health and all other agency requirements to ensure that design is within guidelines with applicable regulations. 4. Review requirements with the Main San Gabriel Groundwater Basin Water Master to ensure all requirements with the treatment solution conforms with regulations. A-1 5. Perform topographic surveys and mapping. 6. Provide preliminary drawings of the proposed work for approval, prior to preparing final construction drawings. 7. Provide preliminary Operation & Maintenance costs. 8. Identify all permit processes required for construction. 9. If applicable, identify CEQA documentation needed for the proposed project. 10. Formally notify local utility companies in the City as needed; request plans for any existing improvements, information on prior rights, and if required, an estimate and schedule from each utility for any required relocation. 11. Coordinate with affected utility companies in preparation for construction. 12. Pothole if necessary to identify the depth of all existing utilities and substructures. 13. Submit monthly progress reports to the City. 14. Perform structural calculations for all structural components as required for the design. The design and structural calculations shall be submitted to the City’s Building Services Division for approval. 15. Submit two (2) sets of preliminary construction plans and construction cost estimates at 30% completion in hard copy and pdf format. 16. Submit two (2) sets of preliminary construction plans and construction cost estimates at 60% completion, in hard copy and pdf format. Submit a draft outline of project specifications, including technical specifications for all construction items. 17. Submit two (2) sets of construction plans and construction cost estimates at 90% completion, incorporating City, affected utility companies from the previous submittal. Submit a complete set of project specifications. All submittals shall be in hard copy and pdf format. TASK II – FINAL DESIGN 1. Provide final construction Plans, Specification, and Estimate (PS&E) at 100% completion, incorporating comments from the City and affected utility companies. 2. Coordinate with and notify affected utility companies prior to the anticipated construction start date. 3. Finalize and obtain all necessary permits for the improvements. A-1 4. If applicable, finalize and obtain approval for the environmental clearance document (CEQA). 5. Provide final O&M costs. 6. Provide construction schedules and project delivery methods. 7. Upon City approval of the plans and specifications, provide final construction drawings in digital format and one set on Mylar sheets, sealed and signed by the supervising California Licensed Engineers in all disciplines as required. Submit copies of design calculations and pertinent correspondences, including responses from utilities. TASK III – CONSTRUCTION SUPPORT The Consultant shall provide construction support during the Pre-construction, Construction, and Post-Construction Phases: 1. Assist City staff in response to RFIs and issuance of Addendums to the bid package as necessary during the bidding process. 2. Attend the Pre-Bid meeting. 3. Assist City staff in evaluating bid responses. 4. Attend the Pre-Construction meeting. 5. Respond to RFIs to address the contractor’s questions. 6. Review submittals and shop drawings for approval during construction. 7. Upon project completion, coordinate with the contractor to prepare and submit as- built plans to the City as necessary. 8. Conduct final inspection upon project completion. ADDITIONAL SCOPE OF WORK AND GENERAL INFORMATION x The completion of construction plans and scope of work shall be completed under the direction of a California Licensed Engineer in the appropriate discipline. x The consultant shall be pro-active in the performance of his/her duties and complete task steps with minimal instruction from the City. x The consultant shall coordinate closely with City staff and other consultants involved in the project. A-1 x The consultant will be expected to attend meetings, including but not limited to: public hearings and pre-construction meetings, where the consultant may be asked to provide explanations regarding the technical aspects of the project. x All investigations, surveys, reviews and analysis will be the responsibility of the consultant unless specified by the City. All reports, documents, electronic files, printouts, charts, plans, drawings, photographs, slides, graphics, video and audio recordings, model and notes developed and prepared for this project will be considered the property of the City. This information shall be made available to the City upon request and will remain property of the City upon completion of the project. B-1 Exhibit "B" SCHEDULE OF SERVICES All work shall be completed in accordance with the following schedule: The term of this Agreement shall be for one year from the date of execution. All task schedules under Exhibit A shall be adhered to and executed accordingly. C-1 Exhibit "C" COMPENSATION Compensation shall be based on time and materials spent in accordance with the following tasks, not to exceed the total compensation listed: Engineering Design Services for Trichloroethylene (TCE) Treatment Solution At Live Oak Well $149,766.00 Total Compensation: $149,766.00 The total compensation shall not exceed the total listed without written authorization in accordance with Section 3.3.1 of this agreement. (See attached fee breakdown).