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HomeMy WebLinkAboutA6691 - VEOLIA WATER WEST OPERATING SVCS INC - CONSTRUCTION MGMT SVCS FOR WWTP UPGRADE CP 15-14 AMENDMENT NO. 1 TO AGREEMENT NO. A6691 CONSTRUCTION MANAGEMENT SERVICES CITY OF PALM SPRINGS WASTEWATER TREATMEN PLANT UPGRADE CITY PROJECT NO. 15-14 THIS FIRST AMENDMENT TO Agreement No. 6691 for professional engineering and construction management services, (herein "Amendment"), made and entered into on thelB'^bay of &AA'1 2016, by and between CITY OF PALM SPRINGS, a California charter City and municipal corporation, (herein "City"), and VEOLIA WATER WEST OPERATING SERVICES, INC., a Delaware corporation (herein "Veolia"), is hereby amended as follows: RECITALS WHEREAS, City and Veolia entered into that Agreement No. A6691, (the "Agreement"), to provide professional engineering and construction management services for the City of Palm Springs Wastewater Treatment Plant Upgrade, City Project No. 15-14, (the "Project"); and WHEREAS, City requests Veolia to provide additional design and construction management services for construction of new domestic water and fire line system improvements within the Wastewater Treatment Plant as part of the Project; and WHEREAS, the parties wish to amend the Agreement to add the additional services associated with construction of new domestic water and fire line system improvements within the Wastewater Treatment Plant as part of the Project pursuant to the terms and condition identified herein this Amendment No. 1. Section 1. Section 1.1, Scope of Services, is hereby amended to include design and construction management services for construction of new domestic water and fire line system improvements within the Wastewater Treatment Plant; Exhibit "A" is hereby amended to include the following general scope of services statement: Veolia shall generally provide, administer and coordinate the following additional professional engineering services associated with the design and construction administration of new domestic water and fire line system improvements within the Wastewater Treatment Plant in accordance with the proposal letter dated February 16, 2016, incorporated herein by reference and as attached as "Exhibit `S1". Section 2. Section 2.1, Maximum Contract Amount, is hereby revised to increase the maximum contract amount by $213,531 for a new maximum contract amount of$2,919,027. Exhibit "C" is hereby amended to include the following subtask costs and revised maximum contract amount: Potable Water and Fire Line System Improvements, Carollo Design Services; $172,600 Potable Water and Fire Line System Improvements, Construction Management Services; $40,931 Total Maximum Not to Exceed; $2,919,027 Exhibit "C" is hereby amended to include Exhibit "Cl", incorporating "Attachment A" to the Veolia proposal letter dated February 16, 2016, including the Project Cost Summary Sheet and associated detail sheets. Section 3. Full force and effect: Except as otherwise previously modified herein, all other provisions of the Agreement shall remain in full force and effect. ORIGINAL BID AND/OR AGREEMENT IN WITNESS WHEREOF, the parties have executed and entered into the Amendment as of the date first written below. ATTEST: CITY OF PALM SPRINGS, a California charter city and municipal corporation By: James Thompson David H. R City Clerk City Manager APPROVED AS TO FORM: By: �'C APPROVED BY CITY COUNCIL ras Holland o City City Clerk VEOLIA: By: Veolia Water West Operating Services Inc a Delaware corporation Firm/Company Name (This Amendment must be signed in the spaces below by one having authority to bind Veolia to the terms of the Amendment.) By: �'f"` By // Sig //ure (notarized) Signature (notarized) Name: /fi �-(7 // t- Name: ��Title: �lyVlw/ Title: CORPORATE ACKNOWLEDGEMENT State of Maryland SS: County of Harford On this 20'h , day of April 2016, before me, Deborah L. Dawson Personally appeared John, C. Gibson,to be known and known to me to be the President & COO , of Veolia Water West Operating Services. Inc., and who executed the foregoing instrument, and he/she thereupon duly acknowledged to me that he/she executed the same as his/her free and voluntary act. ia�� 4. .fu�u .?G,o2oi7 Notary Public Expiration Date J"O'AH L. DAW'ON Notary PUDIic Harf and Courrty Maryland "y Commission Expires Jun 26,2017 Exhibit " B1 " QVEOLIA February 16, 2016 Marcus Fuller City of Palm Springs 3200 E.Tahquitz Canyon Way Palm Springs, CA 92262 RE: Capital Project 14-15 -WWTP Headworks and Primary Clarifier Upgrade Proposal for Engineering and Construction and Construction Management of Adding Fire and Water Service Pipelines PROJECT UNDERSTANDING As part of the construction of the planned WWTP Upgrade Project there will be excavation in many locations on the plant site and there is an to opportunity take advantage of this to address the potable water supply and the firefighting water supply on the plant site. To further highlight this, the City of Palm Springs has received a risk report from Affiliated FM that has identified fire hydrants are serviced from the recycle water system. Additionally, the water supply for the plant is routed through the public restroom (metering location) in Demuth Park and then routed to the WWTP. In consideration of the extensive excavation that will occur for the upgrade project you have directed that this be looked into and developed into a proposal. It is a good opportunity to install a new potable water service and fire service lines to the plant from Vella Road. The plant recycled water system has been tested and the results were 2000 gpm, at 15 psi. The City of Palm Springs Fire Marshall Ron Beverly was contacted and he indicated the current recycled water supply system is below the City's flow and pressure standards. The Fire Marshall also indicated that the hydrant on Vella Road would currently be used to supply fire suppression within the plant. For a fire line connection, Debbie Randell with DWA was contacted and she informed that a double check valve assembly would need to be installed by DWA on a time and material basis. DWA indicated the double check valve assembly would be approximately$25K plus time and material for installation. The existing potable water service is metered in Demuth Park and captures use of the WWTP and the Park. The City has requested that the potable water used at the WWTP be paid for by Veolia and separating the WWTP service is one solution to this. This proposal is based on installing a new potable water service at Vella Road with a water meter located at the point of delivery. Veolia North America 123 Street,Suite 456 City,ST 12345 tel. +1 123 456 7890 fax+1 123 456 7890 www.veolianorthamerica.com 0 Fire Water Line To proceed with the installation of a new fire line while the roads are disturbed and work is being performed will save cost over doing this work before or after the WWTP Upgrade Project however this is not required by the City Fire Marshall. Due to the congestion of the area and many areas not included in the previous potholing work, field locating the new fire line during the construction period would be required along with moving existing hydrants to the new line. Size of the line is estimated at 6 and 8 inches, and roughly 3120 linear feet of pipeline. The estimated construction cost for the fire water line is $440,370. This includes the work done by DWA, Carollo Engineers, construction and markup. This estimate assumes no additional hydrants and only relocation of existing hydrants. Potable Water Line To proceed with the installation of a potable water line from Vella Road while the WWTP roads are disturbed and work is being performed will save cost over doing this work before or after the WWTP Upgrade Project however this is not required as the existing water service line is adequate. This estimate is based on the potable water service originating from the South side of the WWTP entrance, routing to the South of the existing primary clarifiers and connecting to an existing waterline on the West side of the primary clarifier. The size of the line is based on 2 inch, and approximately 500 linear feet of pipeline. The estimated construction cost for the waterline is $162,240. This includes the work done by DWA, Carollo Engineers, construction and markup. This estimate is based on disconnecting the WWTP from the existing potable water line and capping supplt line at the WWTP property boundary with no additional work for the abandonment or removal of the existing water line routed through Demuth Park. Proposal Veolia Water West Operating Services, Inc. (Veolia) submits the following proposal to provide additional professional services and construction management services for the City of Palm Springs (City) Fire Water Supply Line and Potable Water Service at the City's Wastewater Treatment Plant, herein referred to as Fire and Potable Water Supply as an addendum to the the Headworks and Primary Clarifier Upgrade Project. The project includes preparation of plans, specifications, permitting, construction and construction management of the following: Veolia Water West Operating Services,Inc. 4375 E.Mesquite Ave. Palm Spnngs,CA 92264 www.veol i an orthamerica.cam Scope of Work 1. Professional Services 1.1. Drawing Updates to reflect 8" Fire line The purpose of this task is to update existing drawing 01CO2,01CO4, 01C05, 01C06, 02C01, 02CO2, 02CO3,02C04,01D01, as well as add 01C05B, 01C05C, 01C05D to reflect a new 8 inch fire line to be connected to a DWA double check connect at Vella Road. The pipeline will be shown in plan view reflect an approximate location for bidding purposes only. Drawings will be submitted upon final completion and modified to include any comments in a single review period. 1.2.Drawing Updates to reflect new potable water service The purpose of this task is to update existing drawing 01CO2,01CO4, 01C05, 01C06, 02C01, 02CO2, 02CO3,02C04,01D01, as well as add 01C05B, 01C05C, 01C05D to reflect a new potable water service to be connected to a DWA double check connect at Vella Road. The pipeline will be shown in plan view reflect an approximate location for bidding purposes only. Drawings will be submitted upon final completion and modified to include any comments in a single review period. 1.3. Field engineer to identify 8"fire line routing During the construction of the Headworks and Primary Clarifier Upgrade project, the Contractor will be required to complete 20 potholes to verify the existing field conditions. Once the potholing information is complete the ENGINEER will prepare a field routing of the 8 inch fire line. It is anticipated that the field engineer will be onsite for one site visit (not to exceed 5 working days, in conjunction with the site visit required for task 4)to coordinate the location of the fire line. All additional site visits will be considered extra work. The Contractor will update existing drawing 01CO2,01C04, 01C05, 01C06, 02C01, 02CO2, 02CO3,02C04,01 D01, as well as add 01 C0513, 01 C05C, 01 C05D to reflect the actual field location of the fire line. 1.4. Field engineer to identify new potable water service During the construction of the Headworks and Primary Clarifier Upgrade project, the Contractor will be required to complete 20 potholes to verify the existing field conditions. Once the potholing information is complete the ENGINEER will prepare a field routing of the new potable water line service. It is anticipated that the field engineer will be onsite for one site visit (not to exceed 5 working days, in conjunction with the site visit required for task 3) to coordinate the location of the fire line. All additional site visits will be considered extra work. The Contractor will update existing drawing 01CO2,01C04, 01C05, 01C06, 02C01, 02CO2, 02CO3,02C04,01 D01, as well as add 01 C0513, 01 C05C, 01 C05D to reflect the actual field location of the new potable water service. Veolia Water West Operating Services,Inc. 4375 E.Mesquite Ave. Palm Springs,CA 92264 www.veolianorthamerica.com 0 2. Construction Management Coordination of professional, permitting and construction in accordance with the terms and conditions of the currently in effect in the Professional Services Agreement for Construction Management Services for the City of Palm Springs Wastewater Treatment Plant Upgrade - City Project No. 15-14. The scope of work for this project, listed above is to be included in the plans and specifications prepared by Carollo Engineers for the Headworks and Primary Clarifier Upgrade project. This project addendum is to be bid as a part of the Headworks and Primary Clarifier Upgrade project. Details to the cost proposal are provided in Attachment A. Carollo Design Services $172,600 DWA Services $95,000 Construction Estimate $339,250 Change Order 10% $39,000 Contingency Construction Management $17,260 Services Total Project Cost $633,110 Thank you for the opportunity to present this proposal for the additional Professional and Construction Management Services for the Headworks and Primary Clarifier Upgrade Project. We look forward to working with you on this project. Please do not hesitate to contact me should you have any questions or need additional information on this proposal. Sincerely, James Hestad Sr. Project Manager Capital Program Management Veolia North America Veolia Water West Operating Services,Inc. 4375 E.Mesquite Ave. Palm Springs,CA 92264 ww xeolianorthamerica.corn OVEOLIA ATTACHMENT A City of Palm Springs, CA WWTP Potable Water and Fire Suppression Water Service Line Installation Cost Proposal Detail Professional Services Engine e ring/Professional Services Engineering Project Lead Staff Tech and Eng Staff Carollo CarolloTotal Item Description Project Lead Manager Engineers Engineers Aides Support Hours Fee Drawing Updatesto reflect 9'Fire line 2 36 48 0 64 8 1% $ 37,500 Drawing Updatesto reflect new potable water service 2 24 36 0 48 4 114 $ 28,400 Fieldengineertoidentify8 fire line routing 2 46 60 160 0 8 276 $ 61,700 Fieldengineertoidentifynewpotablewaterservice 2 40 60 80 0 4 186 $ 45,000 Total of Engineering 81 1461 2041 2401 1121 241 734 $ 172,600 Construction Services Total Construction Contractor Contingency dEngineering eoliaCM Potable Total Fire Installed Cost Estimate 0&P 10% Markup10% Water Water Fire Line Plant-3120feet $ 265,000 $ 39,750 $ 26,500 S 9,920 $ 440,370 Potable Water Une Plant-500feet $ 30,000 $ 4,500 $ 3,000 $ 7,340 $ 118,240 DWAFireService-Doublecheck+T&MInstall $ 55,000 $ 5,500 $ 60,500 DWA Water Service connection Fees T&M Install $ 40,000 $ 4,000 $ 44,000 Total $ 390,000 $ 58,500 $ 39,000 $ 17,2601 $ 162,240 1 $ 500,870 Veolia North America 123 Street,Suite 456 City, ST 12345 tel.+1 123 456 7890 fax+1 123 456 7890 www.veolianorthamerica.com Exhibit " Cl " Project Cost QVEOUA Summary Sheet City of Palm Springs 190674D VGTPU rades Conabuclian-Palatl..d FI Sri .W p 1 02110r18 P.Got Name: NWiPU es Lomtrucdan PoNMaeM Fire Jot,NumberI IOC6]b [Job ster Lowlmn Pmms a aww1P CoalEstimate Modal PMIG,l Mana9ar: Neil IE2 GIGG 1.8 City of Palm Spring6 an,.,. Neil QANsawordf11111 Dala 319IR015 0.evisory 2 CONTINGENCY MARKUP Cmstruclian 3utrmlradorm 0.0% 12.5% 1 E..U4TOYl $ 213,531 En9meenrg Coneulrarna 0.0% 2.SK M.&UP 5 21,515 Inlerwmpany SdvMe 0.0% 12.5 Malarial a Equi"nt 0.0% 12.5% labor 0.0% -06;7- Tr.M and Um M o.ux Taxea BandaU., 0,0% 0.0% S.Cams T.W Mr- TOT, 21515 D.acrl Dire�93S uantvnWm NW*V T9MI %of" 1LU Ownoliuon salvcnlrannrs s - 5 - s - 5 - 0A% 101 BIN R..ation SuMonVacmra 1D2 EaM.ak Bubcowaclm 5 - s - S E - CM 103 QVIVConuele 5uwwamears 101 GanwaOBuilEin Suaunl oror $ 0.0% 105 MecMnicm lnaNllelmn IxonVa om f - f - i - $ - 5.0% 100 ElacNw11wN1Wbw1 .Loan olara f - f - S - S - 0.0% ID) FaWEndoo,'Ga BUCcontracNm $ - S - E - $ - O.a% 108 Mlaullanewalnmelalbn 9rCemintlon f - i - 5 - S 150 Pminau A So-. E 172800 $ - 5 21,575 S 19i,175 W.9% 1B0 Int a senime a s S - f - 0..0% SUBTOTAL $ 172.600 $ - S 21,95 S tB1,95 90.9% Q,rcl Coat CeMlnmllcv Me�li yp I2W %-af-� 20p McGed®IE ui eM 5 - 5 - E S - OA% 210 ElxPcal E u menl S - 3 E S CC% 220 InNtwm n 0A% 230 OIMrE ui ants SUBTOTAL 3 OA% a 0.atd aotln Mrakuo To1e1 %pl Ya 300 Proem Man emenl S - $ - E - 0.M 305 Senior Pro eG Man roaM f 1$,217 $ - $ 18,217 B.6% 310 Pnno sl $ S - $ - 0.0% 3R0 Adminbtraeon E - $ - S - $ - 0.0% 332 Conelmnion Manaar 5 - f - $ - $ - DA% .0 M...Pr oMan $ - i - $ $ - 0.0% 350 Sr.ConaWNOn Man E - S S E - 0.0% 80 P act En moor f S - S - f 0.0% 3 3]0 f $ 0.0% 3MI LeM-Commismma f - $ - $ 5 - 390 O raOons Labor i - - $ - 5 - 0.0%SUBTOTAL: S t631] 5 - E lS2P 8.6% Deacri li Dir caat Cordlnu Mark.O Talel %MLII Ago Ttaval S UW $ $ S $ - 0.0% 100 T.,,L'a IMM1IN $ E 3 $ 0A% SLoT.Lal- 15 0.0% r Daacrlo DkMA Cantinaen IMGMU TOW owl 410 TraVG a bW f - E - $ E - 0.0% C10 TnwlaLiW OIM1er 3 5 $ E 0.0% SUBTOTAL S f - E - S 0.0% u9sonaaaan Dlr at Cor irwerr[ Mai*ue TaNI %Gf-" 500 Fre n[ 3 E - 5 - f - 0A% 500 IMP, $ - i - 00% 50a Ba Bonm a - E - $ - S - 0.0% a - 01% 5W Buddam Risk lnwanta $ too 5 $ 1,1 06% $ $500 aea 0.ox 500 Li®naarP.rmlt Gees s s $ - $ - 0A% SW Soulnam California Edbon lnMMWW 5 E s - a - 0A% SUBTOTAL: 1.139 $ - f 0.5% 1 eM1asa Da Din Cost C.UN.aasn. M r.u9 Total C$(I!B 5'D% o GanxM d 31e Coals s $ - $ 610 - $ - t L LNn oval f - - 8 810 Fl«I VeM1iae 5 - 3 - $ S 0'� 620 Slartu Cwb S 3 $ - E 0'm° E O.a% Caet Cantlnaenw Graaa Mark UP EMI 5 191,95580 5 - 5 21,575.U0 5 213,53080 100.0% Su.ary sl-1 Page 1 of 1 Job Cost Estimate Q VEOLIA L Project Name Revision Date JCE Model Subcontractors 1006740 VJWTP Upgrades Construction-Potable and Fire 2 211612016 v e vs Instructions: Input Only Light Yellow Colored Cells 11 Subcontractors Company Name!Description Quantitv Unit Measure Unit t Extended Cost 100 IDemolition Subcontractors 603010 1001 $ $ 603010 1002 - E - 3 607010 1003 - - 803010 1004 - - E $ 603010 1005 - E - Total Demolition $ Cmpam Name/Description Quantity I Lind Measure Unit Cost Extended Cost 10t Sila Remedlatian Subcontractor 603010 1011 E 3 S0S010 1012 603010 1013 - - E 5 - 803010 10t4 - E $ 603010 1015 - - E E 0.00 Total Site Rnnedialion $ m n Name/Description Quanti Vni[Measure Unit st Extended Cost 102 Earthwork Subconlrxlor M3010 1021 $ $ 603010 1 1022 - $ - $ 603010 1023 - - $ 8 W3010 1021 - $03010 1025 - Total Earthwork $ Company Name I Description 1 Quantity Unit Measure 1 Unit Co Extended Cost 103 Civil/Concrete Subconlractars 603010 1031 $ - $ 603010 1032 - - E - 6 - 603010 1033 - - E $ 603010 1034 - E E 603010 1035 E E Total Demolition S Comoanv Name/Detention I Quanti I Unit Measure I Unit Cost Extended Cost 104 Generalffluilding Subcontractors, 603010 1041 $ 603010 1042 $ 603010 1043 E 603010 1044 E - fill 1045 - E Total General/Buildi $ Cam an Name I Descri Lion uant,tv easure Unit Cost Extended Cost 105 Mechanical Installation Subcontrectors 603010 1 1051 E $ 603010 1052 - $ - $ 603010 1053 - E - $ - 603010 1054 603010 1055 - E Total Mechanical Cam an Name f De cn tion Quantity Unit Measure Unit Cost Extended Cost 106 Electrical Installation Subcontractor 603010 1061 $ 603010 1062 $ - 603010 1063 $ - 603010 1064 $ -_ 603010 1065 Total Electrical S Cormuim,Name I Description Quantity Unit Measure unit t Extended Cost 107 Field Ereated Tanks Subcontractor 603010 1071 E $ - 603010 1072 - E - $ 603010 1073 603010 1074 - - $ 5 803010 1075 - - E Total Tanks Company Nam Description uanti Uni[Measu Unit Cost Extended Cost 108 Miscellaneous Installation Subcontractor 603010 1087 1 $ 603010 1062 1 $ 603010 1087 _ $ - E - 603010 1084 - S - $ - 1.0 Subcontractors Page 1 of Job Cost Estimate O VEOIIA Subcontractors Job No. Project Name Reyision Date JCE Model 10067Q WWI P Upgrades construction-Potable and Fire 2 2/1612016 vls PS Instructions: Input Only Light Yellow Colored Cells 603010 1085 E - E 603010 1086 - - E - E 603010 1087 - - E E 603010 16" - E - E 603010 1089 E - S 603010 1090 - E - E - 603010 1091 E - E 603010 1092 - - 5 S - 6030f0 1093 - - S - E 603010 1094 - $ - S 603010 1095 8 S Total Misc.Subcontractors E I Professional Comoanv Name I Description Ownt,w I Unit Measurs.7UnExt�ded t150 Professional Services 603125 1501 Carollo En ineers-Fire 1.00 99200.00603125 1502 Carollo En ineers-Potable Water 1.00 73,400.00603125 1503 603125 1504 - 603125 1505 603125 1506 - 603125 1507 - 603125 1508 - 603125 1509 E $ - 603125 1510 E E - 603125 1 1517 E E - NINE803125 1512 $ E - 1513 $ E - 603125 1514 E E - 603125 1515 E - Total Professional Services $ 172,600.00 Company Name I Dscnofion 2igni Unit Measure I Unit Cost Ectended Cost 1 Inter-Company Services 160 Inter-Company Sarvices 603020 1601 $ - 603020 1602 - S E - 603020 1603 E - $ 603020 1604 $ E - 603020 1605 - $ - E - 603020 1606 $ - $ - 603020 1607 E - 5 - 603020 1608 $ - E - 803020 1609 - $ - $ - 803020 1610 - $ 5 Total Intercompany Services S END OF SHEET 1.0 Subcontractors Page 2 of 0 � IVI IIII Inll � � ll � II I II � III e itit w m i11111 II III Job Cost Estimate O VEOLIA Taxes - Bonds - Other w�TER 1006740 WWfP Upgrades Construction-Potable and Fir 2 2/1612016 vi.e PS Instructions: Input Only Light Yellow Colored Cells Extended Cost Contract Value RatelAmount 602810 1 5000 ]Freight(Generally In Eq.No.&Not Used Lum Sum 604310 5000 Surety Bonds Consult Indianapolis $ - 0.00% $ 604310 6000 Bid Bonds Consult Indianapolis) $ - 0.00% $ 604320 5000 Builders Risk Insurance Consult Indianapolis Lump Sum $ - $ 607070 5000 General Liability Insurance $ 172,600.00 0.660% $ 1,139.16 607315 5000 sales&Use Tax $ - 0.00% $ 607615 5000 License/Permit Fees Lump Sum $ - $ - 607675 5000 Estimate $ 5.0 TAXES-BONDS-OTHER Page 1 of 1 PROFESSIONAL SERVICES AGREEMENT CONSTRUCTION MANAGEMENT SERVICES CITY OF PALM SPRINGS WASTEWATER TREATMENT PLANT UPGRADE CITY PROJECT NO. 15-14 THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement") is entered into, and effective on April 1, 2015, between the CITY OF PALM SPRINGS, a California charter city and municipal corporation, ("City") and Veolia Water West Operating Services, Inc., a Delaware corporation, ("Veolia"). City and Veolia are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A. City and Veolia Water North America — West, LLC are parties to that certain Amedned and Restated Wastewater Services Agreement (O&M) dated June 28, 2006, (the "O&M Agreement"), and pursuant to Section 5.3 "Capital Projects," of the O&M Agreement, the Parties previously initiated the design phase of certain high priority capital projects located at the City's Wastewater Treatment Plant, bundled together and defined as the City of Palm Springs Wastewater Treatment Plant Upgrade, City Project No. 15-14, (the "Project"). B. The design phase of the Project is complete, and the City and Veolia have determined that there is a need for additional professional engineering and construction management services assocated with the construction phase of the Project, subject to the terms and conditions of this separate Agreement. B. Veolia has submitted to City a proposal to provide professional engineering and construction management services to City for the Project under the terms of this Agreement. C. Veolia is qualified by virtue of its experience, training, education, reputation, and expertise to provide these services and has agreed to provide such services as provided in this Agreement. D. City desires to retain Veolia, in accordance with Section 5.3 of the O&M Agreement, to provide such professional services. In consideration of these promises and mutual obligations, covenants, and conditions, the Parties agree as follows: AGREEMENT 1. SERVICES OF VEOLIA 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Veolia agrees to perform the professional services set forth in the Scope of Page 1 of 20 Services described in Exhibit "A" (the "Services" or "Work") , which is attached and incorporated by reference. As a material inducement to the City entering into this Agreement, Veolia represents and warrants that Veolia is a provider of first class work and professional services and that Veolia is experienced in performing the Work and Services contemplated and, in light of such status and experience, Veolia covenants that it shall follow the highest professional standards in performing the Work and Services required in this Agreement. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized as high quality among well-qualified and experienced professionals performing similar work under similar circumstances. 1.2 Contract Documents. The Agreement between the Parties shall consist of the following: (1) this Agreement; (2) the Scope of Services; (3) Veolia's signed, original proposal submitted to the City ("Veolia's Proposal"), (collectively referred to as the "Contract Documents"). Veolia's Proposal is attached as Exhibit "B," and is incorporated by reference and made a part of this Agreement. The Scope of Services shall include Veolia's Proposal. All provisions of the Scope of Services and Veolia's Proposal shall be binding on the Parties. Should any conflict or inconsistency exist in the Contract Documents, the conflict or inconsistency shall be resolved by applying the provisions in the highest priority document, which shall be determined in the following order of priority: (1s) the provisions of the Scope of Services (Exhibit "A"); (2"d) the terms of this Agreement; and, (3rd) the provisions of Veolia's Proposal (Exhibit "B"). 1.3 Compliance with Law. Veolia warrants that all Services rendered shall be performed in accordance with all applicable federal, state, and local laws, statutes, ordinances lawful orders, rules, and regulations. 1.4 Licenses, Permits. Fees. and Assessments. Veolia represents and warrants to City that it has obtained all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession and perform the Work and Services required by this Agreement. Veolia represents and warrants to City that Veolia shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, qualification, or approval that is legally required for Veolia to perform the Work and Services under this Agreement. Veolia shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Veolia's performance of the Services required by this Agreement. Veolia shall indemnify, defend, and hold harmless City against any such fees, assessments, taxes penalties, or interest levied, assessed, or imposed against City to the fullest extent permitted by law. 1.5 Familiarity with Work. By executing this Agreement, Veolia warrants that Veolia (a) has thoroughly investigated and considered the Scope of Services to be performed, (b) has carefully considered how the Services should be performed, and (c) fully understands the facilities, difficulties, and restrictions attending performance of the Services under this Agreement. If the Services involve work upon any site, Veolia warrants that Veolia has or will investigate the site and is or will be fully acquainted with Page 2 of 20 the conditions there existing, prior to commencement of any Services. Should Veolia discover any latent or unknown conditions that will materially affect the performance of the Services, Veolia shall immediately inform the City of such fact and shall not proceed except at Veolia's risk until written instructions are received from the City. 1.6 Care of Work. Veolia shall adopt reasonable methods during the term of the Agreement to furnish continuous protection to the Work and the equipment, materials, papers, documents, plans, studies, and/or other components to prevent losses or damages. Veolia shall be responsible for all such damages, to persons or property, until acceptance of the Work by the City, except such losses or damages as may be caused by the negligence or willfull misconduct of the City. 1.7 Further Responsibilities of Parties. Parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Parties agree to act in good faith to execute all instruments, prepare all documents, and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. 1.8 Additional Services. City shall have the right at any time during the performance of the Services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to, or deducting from such Work. No such extra work may be undertaken unless a written order is first given by the City to Veolia, incorporating any adjustment in (i) the Maximum Contract Amount, as defined below, and/or (ii) the time to perform this Agreement. Any adjustments must also be approved in writing by Veolia. Any increase in compensation of up to twenty-five percent (25%) of the Maximum Contract Amount or $25,000, whichever is less, or in the time to perform of up to thirty (30) days, may be approved by the City Manager, or his designee, as may be needed to perform any extra work. Any greater increases, occurring either separately or cumulatively, must be approved by the Palm Springs City Council. It is expressly understood by Veolia that the provisions of this section shall not apply to the services specifically set forth or reasonably contemplated within the Scope of Services. 2. COMPENSATION 2.1 Maximum Contract Amount. For the Services rendered under this Agreement, Veolia shall be compensated by City in accordance with the Schedule of Compensation, which is attached as Exhibit "D" and incorporated in this Agreement by reference. Compensation shall not exceed the maximum contract amount of Two Million Seven Hundred Five Thousand Four Hundred Ninety-Six Dollars. ($2,705.496) ("Maximum Contract Amount'), except as may be provided under Section 1.8. The method of compensation shall be as set forth in Exhibit "C." The Maximum Contract Amount shall include the attendance of Veolia at all Project meetings reasonably deemed necessary by the City. Veolia shall not be entitled to any increase in the Maximum Contract Amount for attending these meetings. Veolia accepts the risk that the services identified in the Scope of Services may be more costly and/or time- consuming than Veolia anticipates, that Veolia shall not be entitled to additional Page 3 of 20 compensation, and that the provisions of Section 1.8 shall not be applicable to the services identified in the Scope of Services. The maximum amount of city's payment obligation under this section is the amount specified in this Agreement. If the City's maximum payment obligation is reached before Veolia's Services under this Agreement are completed, Veolia shall complete the Work and City shall not be liable for payment beyond the Maximum Contract Amount. 2.2. Method of Payment. Unless another method of payment is specified in the Schedule of Compensation (Exhibit "C"), in any month in which Veolia wishes to receive payment, Veolia shall submit to the City an invoice for services rendered prior to the date of the invoice. The invoice shall be in a form approved by the City's Finance Director and must be submitted no later than the tenth (10) working day of such month. Such requests shall be based upon the amount and value of the services performed by Veolia and accompanied by such reporting data including an itemized breakdown of all costs incurred and tasks performed during the period covered by the invoice, as may be required by the City. Payment shall be due to Veolia no later than forty-five (45) days of invoicing and City shall use reasonable efforts to process payments to Veolia within forty-five (45) days after receipt of the invoice, or as soon as is reasonably practical. There shall be a maximum of one payment per month. 2.3 Changes in Scope. In the event any change or changes in the Scope of Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Veolia's profession. 3. SCHEDULE OF PERFORMANCE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. The time for completion of the services to be performed by Veolia is an essential condition of this Agreement. Veolia shall prosecute regularly and diligently the Work of this Agreement according to the agreed upon attached Schedule of Performance (Exhibit "D"), incorporated by reference. 3.2 Schedule of Performance. Veolia shall commence the Services under this Agreement upon receipt of a written notice to proceed and shall perform all Services within the time period(s) established in the Schedule of Performance. When requested by Veolia, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer, but such extensions Page 4 of 20 shall not exceed one hundred eighty (180) days cumulatively; however, the City shall not be obligated to grant such an extension. 3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the Services rendered under this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Veolia (financial inability excepted) if Veolia, within ten (10) days of the commencement of such delay, notifies the Contract Officer in writing of the causes of the delay. Unforeseeable causes include, but are not limited to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, and/or acts of any governmental agency, including the City. The City Manager shall ascertain the facts and the extent of delay, and extend the time for performing the Services for the period of the enforced delay when and if in the judgment of the City Manager such delay is justified. The City Manager's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Veolia be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Veolia's sole remedy being extension of the Agreement under this section. 3.4 Term. Unless earlier terminated under this Agreement, this Agreement shall commence upon the effective date of this Agreement and continue in full force and effect until completion of the Services. However, the term shall not exceed three (3) years from the commencement date, except as otherwise provided in the Schedule of Performance described in Section 3.2 above. Any extension must be through mutual written agreement of the Parties. 3.5 Termination Prior to Expiration of Term. City may terminate this Agreement for its convenience at any time, without cause, in whole or in part, upon giving Veolia thirty (30) days written notice. Where termination is due to the fault of Veolia and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon such notice, City shall pay Veolia for Services performed through the date of termination. Upon receipt of such notice, Veolia shall immediately cease all work under this Agreement, unless stated otherwise in the notice or by written authorization of the Contract Officer. After such notice, Veolia shall have no further claims against the City under this Agreement. Upon termination of the Agreement under this section, Veolia shall submit to the City an invoice for Work and Services performed prior to the date of termination. Veolia may terminate this Agreement, with or without cause, upon sixty (60) days written notice to the City, except that where termination is due to material default by the City, the period of notice may be such shorter time as Veolia may determine. 4. COORDINATION OF WORK 4.1 Representative of Veolia. The following principal of Veolia is designated as being the principal and representative of Veolia authorized to act in its behalf and Page 5 of 20 make all decisions with respect to the Services to be performed under this Agreement: Neil Clifton, PE, Senior Project Engineer— Municipal & Commercial Business. It is expressly understood that the experience, knowledge, education, capability, expertise, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Veolia and devoting sufficient time to personally supervise the services performed hereunder. The foregoing principal may not be changed by Veolia without prior written approval of the Contract Officer. 4.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Veolia shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the services. Veolia shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignments. The experience, knowledge, capability, expertise, and reputation of Veolia, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Veolia shall not assign full or partial performance of this Agreement, nor any monies due, voluntarily or by operation of law, without the prior written consent of City which shall not be unreasonably withheld, delayed or conditioned. Veolia shall not contract with any other entity to perform the Services required under this Agreement without the prior written consent of City. If Veolia is permitted to subcontract any part of this Agreement by City, Veolia shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the Work will be considered employees of Veolia. City will deal directly with and will make all payments to Veolia. In addition, neither this Agreement nor any interest in this Agreement may be transferred, assigned, conveyed, hypothecated, or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written consent of City. Notwishtanding the forgoing restrictions on assignment, Veolia may transfer this Agreement to an affiliate as part of a reorganization, or as part of merger, consolidation or combination. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release Veolia or any surety of Veolia from any liability under this Agreement without the express written consent of City. 4.4 Independent Contractor. The legal relationship between the Parties is that of an independent contractor, and nothing shall be deemed to make Veolia a City employee. A. During the performance of this Agreement, Veolia and its officers, employees, and agents shall act in an independent capacity and shall not act or represent themselves as City officers or employees. The personnel performing the Services under this Agreement on behalf of Veolia shall at all times be under Veolia's Page 6 of 20 exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Veolia or any of its officers, employees, or agents, except as set forth in this Agreement. Veolia, its officers, employees, or agents shall not maintain an office or any other type of fixed business location at City's offices. City shall have no voice in the selection, discharge, supervision, or control of Veolia's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Veolia shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Veolia in its business or otherwise a joint venturer or a member of any joint enterprise with Veolia. B. Veolia shall not have any authority to bind City in any manner. This includes the power to incur any debt, obligation, or liability against City. C. No City benefits shall be available to Veolia, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Veolia as provided for in this Agreement, City shall not pay salaries, wages, or other compensation to Veolia for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Veolia, its officers, employees, or agents, for injury or sickness arising out of performing Services. If for any reason any court or governmental agency determines that the City has financial obligations, other than under Section 2 and Subsection 1.8 in this Agreement, of any nature relating to salary, taxes, or benefits of Veolia's officers, employees, servants, representatives, subcontractors, or agents, Veolia shall indemnify City for all such financial obligations. 5. INSURANCE 5.1 Types of Insurance. Veolia shall procure and maintain, at its sole cost and expense, the insurance described below. The insurance shall be for the duration of this Agreement and includes any extensions, unless otherwise specified in this Agreement. The insurance shall be procured in a form and content reasonably satisfactory to City. The insurance shall apply against claims which may arise from Veolia's performance of Work under this Agreement, including Veolia's agents, representatives, or employees. In the event the City Manager determines that the Work or Services to be performed under this Agreement creates an increased or decreased risk of loss to the City, Veolia agrees that the minimum limits of the insurance policies may be changed accordingly upon mutual approval of a Contract Memorandum approved by Veolia and the City Manager, or his designee. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided under this Agreement shall be on an occurrence basis. The minimum amount of insurance required shall be as follows: Page 7 of 20 A. Errors and Omissions Insurance. Veolia shall obtain and maintain in full force and effect throughout the term of this Agreement, standard industry form professional liability (errors and omissions) insurance coverage in an amount of not less than one million dollars ($1,000,000.00) per occurrence and two-million dollars ($2,000,000.00) annual aggregate, in accordance with the provisions of this section. (1) If the policy of insurance is written on a "claims made' basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder. In the event of termination of the policy during this period, Veolia shall obtain continuing insurance coverage for the prior acts or omissions of Veolia during the course of performing Services under the terms of this Agreement. The coverage shall be evidenced by either a new policy evidencing no gap in coverage, or by obtaining separate extended "tail" coverage with the present or new carrier or other insurance arrangements providing for complete coverage, either of which shall be subject to the written approval by the City Manager which shall not be unreasonably withheld. (2) In the event the policy of insurance is written on an "occurrence' basis, the policy shall be continued in full force and effect during the term of this Agreement, or until completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers' Compensation Insurance. Veolia shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Veolia agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. If Veolia has no employees, Veolia shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement form. C. Commercial General Liability Insurance. Veolia shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least one million dollars ($1,000,000.00) and two million dollars ($2,000,000.00) general aggregate for bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations, all as found in the most current edition of ISO coverage form CG 00 01. D. Business Automobile Insurance. Veolia shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business Page 8 of 20 automobile liability insurance written on a per accident basis with a combined single limit liability in the amount of one million dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. E. Employers Liability Insurance. Veolia shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of employers liability insurance written on a per occurrence basis with a policy limit of at least one million dollars ($1,000,000.00) for bodily injury or disease. 5.2 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions are the responsibility of Veolia. Veolia guarantees payment of all deductibles and self-insured retentions. 5.3 Other Insurance Requirements. The following provisions shall apply to the insurance policies required of Veolia under this Agreement: 5.3.1 For any claims related to this Agreement where the City is an additional insured, Veolia's coverage shall be primary insurance with respect to the City and its officers, council members, officials, employees, agents, and volunteers. Any insurance or self- insurance maintained by the City and its officers, council members, officials, employees, agents, and volunteers shall be in excess of Veolia's insurance and shall not contribute with it. 5.3.2 Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City and its officers, council members, officials, employees, agents, and volunteers. 5.3.3 All insurance coverage and limits provided by Veolia and available or applicable to this Agreement are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations shall limit the application of such insurance coverage. 5.3.4 Veolia or its insurers shall agree to provide thirty (30) days written notice in the event of cancellation. To the extent that such notice is not given to City, Veolia or its insurers shall be fully liable for all claims regardless of the cancellation of such insurance. 5.3.5 Veolia agrees to ensure that subcontractors, and any other parties involved with the Project who are brought onto or involved in the Project by Veolia, provide the same minimum insurance coverage Page 9 of 20 required of Veolia as appropriate for the services being performed, with the City's approval, which shall not be unreasonably withheld. Veolia agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Veolia agrees that upon request, all agreements with subcontractors and others engaged in the Project will be submitted to the City for review. 5.3.6 Veolia acknowledges and agrees that any actual or alleged failure on the part of the City to inform Veolia of non-compliance with any insurance requirement in no way imposes any additional obligations on the City nor does it waive any rights in this or any other regard. 5.3.7 Veolia shall provide proof that policies of insurance required in this Agreement, expiring during the term of this Agreement, have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted within ten (10) days of expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City within ten (10) days of the expiration of the lapsing coverage. 5.3.8 Requirements of specific insurance coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements, or as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all-inclusive. 5.3.9 The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impair the provisions of this section. 5.3.10 Veolia agrees to provide immediate notice to City of any claim or loss against Veolia arising out of the Work performed under this Agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City, or to reduce or dilute insurance available for payment of potential claims. 5.3.11 Veolia agrees that the provisions of this section shall not be construed as limiting in any way the extent to which Veolia may be held responsible for the payment of damages resulting from Veolia's activities or the activities of any person or person for which Page 10 of 20 Veolia is otherwise responsible. 5.4 Sufficiency of Insurers. Insurance required in this Agreement shall be provided by insurers authorized to do business in the State of California and in good standing with the State of California. Coverage shall be provided by insurers with an A.M. Best's Key Rating of B++, Class VII, or better, unless such requirements are waived in writing by the City Manager or his designee due to unique circumstances. 5.5 Verification of Coverage. Veolia shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. Additional insured endorsements are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured as respects Veolia's duties and activities under the City of Palm Springs Contract No._ 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have as respects City of Palm Springs Contract No._" 3. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on thecertificates of insurance. All certificates of insurance and endorsements are to be received and reasonably approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive Veolia's obligation to provide them. 6. INDEMNIFICATION 6.1 Indemnification and Reimbursement. To the fullest extent permitted by law, Veolia shall defend (at Veolia's sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the "Indemnified Parties"), from and against any and all third party liabilities, Page 11 of 20 actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (Veolia's employees included), for damage to property, including property owned by City, from any violation of any federal, state, or local law or ordinance, and from negligent or willful errors and omissions committed by Veolia, its officers, employees, representatives, and agents, that arise out of or relate to Veolia's performance under this Agreement. This indemnification clause excludes Claims arising from the active negligence or willful misconduct of the City, its elected officials, officers, employees, agents, and volunteers. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Veolia's indemnification obligation or other liability under this Agreement. Veolia's indemnification obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. This provision is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 6.2 Desian Professional Services Indemnification and Reimbursement. If the Agreement is determined to be a "design professional services agreement" and Veolia is a "design professional" under California Civil Code Section 2782.8, then: A. To the fullest extent permitted by law, Veolia shall indemnify, defend (at Veolia's sole cost and expense), protect and hold harmless City and its elected officials, officers, employees, agents and volunteers and all other public agencies whose approval of the project is required, (individually "Indemnified Party"; collectively "Indemnified Parties") against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Veolia's employees included) and damage to property, which Claims arise out of, pertain to, or are related to the negligence, recklessness or willful misconduct of Veolia, its agents, employees, or subcontractors, or arise from Veolia's negligent, reckless or willful performance of or failure to perform any term, provision, covenant or condition of this Agreement ("Indemnified Claims"), but Veolia's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the negligence, recklessness or willful misconduct of the City and its elected officials, officers, employees, agents and volunteers. B. Veolia shall require all non-design-professional sub-contractors, used or sub-contracted by Veolia to perform the Services or Work required under this Agreement, to execute an Indemnification Agreement adopting the indemnity provisions in sub-section 6.1 in favor of the Indemnified Parties. In addition, Veolia shall require all non-design-professional sub-contractors, used or sub-contracted by Veolia to perform the Services or Work required under this Agreement, to obtain insurance that is consistent with the Insurance provisions as set forth in this Agreement, as well as any other insurance that may be required by Contract Officer. Page 12 of 20 7. REPORTS AND RECORDS 7.1 Accountinq Records. Veolia shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Veolia shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and to enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 7.2 Reports. Veolia shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. Veolia acknowledges that the City is greatly concerned about the cost of the Work and Services to be performed under this Agreement. For this reason, Veolia agrees that Veolia shall promptly notify the Contract Officer the estimated increased or decreased cost if Veolia becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the contemplated Work or Services. If Veolia is providing design services, Veolia shall promptly notify the Contract Officer the estimated increased or decreased cost for the project being designed if Veolia becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the design services. 7.3 Ownership of Documents. All drawings, specifications, reports, records, documents, memoranda, correspondence, computations, and other materials prepared by Veolia, its employees, subcontractors, and agents in the performance of this Agreement shall be the property of City and shall be promptly delivered to City upon request of the Contract Officer or upon the termination of this Agreement. Veolia shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials. Any use of such completed documents for other projects and/or use of incomplete documents without specific written authorization by Veolia will be at the City's sole risk and without liability to Veolia, and the City shall indemnify Veolia for all resulting damages. Veolia may retain copies of such documents for their own use. Veolia shall have an unrestricted right to use the concepts embodied in this Agreement. Veolia shall ensure that all its subcontractors shall provide for assignment to City of any documents or materials prepared by them. In the event Veolia fails to secure such assignment, Veolia shall indemnify City for all resulting damages. 7.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Veolia in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. All information gained by Veolia in the performance of this Agreement shall be considered confidential and shall not be released by Veolia without City's prior written authorization. Page 13 of 20 7.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Veolia shall provide City, or other agents of City, such access to Veolia's books, records, certificates of insurance and endorsements, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Veolia's performance under this Agreement. Veolia shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 8. ENFORCEMENT OF AGREEMENT 8.1 California Law and Venue. This Agreement shall be construed and interpreted both as to validity and as to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such County, and Veolia covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 8.3 Default of Veolia. Veolia's failure to comply with any provision of this Agreement shall constitute a default. A. If the City Manager, or his designee, determines that Veolia is in default in the performance of any of the terms or conditions of this Agreement, he/she shall notify Veolia in writing of such default. Veolia shall have thirty (30) days, or such longer period as City may designate, to cure the default by rendering satisfactory performance. In the event Veolia fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice of any remedy to which City may be entitled at law, in equity, or under this Agreement. Veolia shall be liable for all reasonable costs incurred by City as a result of such default. Compliance with the provisions of this section shall not constitute a waiver of any City right to take legal action in the event that the dispute is not cured, provided that nothing shall limit City's Page 14 of 20 right to terminate this Agreement without cause under Section 3.5. B. If termination is due to the failure of Veolia to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8.3A, take over the work and prosecute the same to completion by contract or otherwise. Veolia shall be liable to the extent that the total cost for completion of the Services required hereunder exceeds the Maximum Contract Amount (provided that the City shall use reasonable efforts to mitigate such damages). The City may withhold any payments to Veolia for the purpose of set-off or partial payment of the amounts owed the City as previously stated. The withholding or failure to withhold payments to Veolia shall not limit Veolia's liability for completion of the Services as provided in this Agreement. 8.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom enforcement of a waiver is sought. Any waiver by the Parties of any default or breach of any covenant, condition, or term contained in this Agreement, shall not be construed to be a waiver of any subsequent or other default or breach, nor shall failure by the Parties to require exact, full, and complete compliance with any of the covenants, conditions, or terms contained in this Agreement be construed as changing the terms of this Agreement in any manner or preventing the Parties from enforcing the full provisions. 8.5 Rights and Remedies Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 8.6 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, remedy or recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 8.7 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert Veolia fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. To the extent authorized by law, in the event of a dismissal by the plaintiff or petitioner of the litigation or non-judicial proceeding within thirty (30) days of the date set for trial or hearing, the other Party shall be deemed to be the prevailing Party in such litigation or proceeding. Page 15 of 20 9. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 9.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to Veolia, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to Veolia or to its successor, or for breach of any obligation of the terms of this Agreement. 9.2 Conflict of Interest. No officer or employee of the City shall have any direct or indirect financial interest in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects their financial interest or the financial interest of any corporation, partnership, or association in which he/she is, directly or indirectly, interested in violation of any state statute or regulation. Veolia warrants that Veolia has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 9.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Veolia shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, marital status, ancestry, or national origin. Veolia shall ensure that applicants are employed, and that employees are treated during their employment, without regard to their race, religion, color, sex, age, marital status, ancestry, or national origin. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 10. MISCELLANEOUS PROVISIONS 10.1 Patent and Copyright Infringement. To the fullest extent permissible under law, and in lieu of any other warranty by City or Veolia against patent or copyright infringement, statutory or otherwise: A. It is agreed that Veolia shall defend at its expense any claim or suit against City on account of any allegation that any item furnished under this Agreement, or the normal use or sale arising out of the performance of this Agreement, infringes upon any presently existing U.S. letters patent or copyright and Veolia shall pay all costs and damages finally awarded in any such suit or claim, provided that Veolia is promptly notified in writing of the suit or claim and given authority, information and assistance at Veolia's expense for the defense of same, and provided such suit or claim arises out of, pertains to, or is related to the negligence, recklessness or willful misconduct of Veolia. However, Veolia will not indemnify City if the suit or claim results from: (1) City's alteration of a deliverable, such that City's alteration of such deliverable created the infringement upon any presently existing U.S. letters patent or copyright; or (2) the use of a deliverable in combination with other material not provided by Veolia when it is such use in combination which infringes upon an existing U.S. letters patent or copyright. Page 16 of 20 B. Veolia shall have sole control of the defense of any such claim or suit and all negotiations for settlement in the event City fails to cooperate in the defense of any suit or claim, provided, however, that such defense shall be at Veolia's expense. Veolia shall not be obligated to indemnify City under any settlement that is made without Veolia's consent, which shall not be unreasonably withheld. If the use or sale of such item is enjoined as a result of the suit or claim, Veolia, at no expense to City, shall obtain for City the right to use and sell the item, or shall substitute an equivalent item acceptable to City and extend this patent and copyright indemnity thereto. 10.2 Notice. Any notice, demand, request, consent, approval, or communication that either party desires, or is required to give to the other party or any other person shall be in writing. All notices shall be personally delivered, sent by pre- paid First Class U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, or delivered or sent by facsimile with attached evidence of completed transmission. All notices shall be deemed received upon the earlier of (i) the date of delivery to the address of the person to receive such notice if delivered personally or by messenger or overnight courier; (ii) five (5) business days after the date of posting by the United States Post Office if by mail; or (iii) when sent if given by facsimile. Any notice, request, demand, direction, or other communication sent by facsimile must be confirmed within forty-eight (48) hours by letter mailed or delivered. Other forms of electronic transmission such as e-mails, text messages, and instant messages are not acceptable manners of notice required hereunder. Notices or other communications shall be addressed as follows: To Ci City of Palm Springs Attention: City Manager & City Clerk 3200 E. Tahquitz Canyon Way Palm springs, California 92262 Telephone: (760) 323-8204 Facsimile: (760) 323-8332 To Veolia: Rick Smith, Vice President Operations Veolia Water West Operating Services, Inc. 715 West 3rd Street Los Angeles, CA 90071 Telephone: (909) 614-2711 Senior Vice President and General Counsel, Municipal and Commercial Veolia North America 53 State Street, 14th Floor Boston, MA 02109 10.3 Integrated Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect Page 17 of 20 to the subject matter in this Agreement. 10.4 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement by all Parties. 10.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall be determined to be invalid by a final judgment or decree of a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the reminder of that provision, or the remaining provisions of this Agreement unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless. 10.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assignees. 10.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 10.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 10.8. Corporate Authority. Each of the undersigned represents and warrants that (i) the Party for which he or she is executing this Agreement is duly authorized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of the Party for which he or she is signing, (iii) by so executing this Agreement, the Party for which he or she is signing is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which the Party for which he or she is signing is bound. 10.9. Limitation of Liability. IN NO EVENT SHALL VEOLIA BE LIABLE TO CITY FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND - INCLUDING LOST REVENUES OR PROFITS, LOSS OF BUSINESS OR LOSS OF DATA - ARISING OUT OF THIS AGREEMENT (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY TERM OF THIS AGREEMENT), REGARDLESS OF WHETHER VEOLIA WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. VEOLIA'S liability under this Agreement (whether arising under breach of contract, tort, strict liability, or any other theory of law or equity) including, but not limited to its indemnity obligations, shall be limited to: (i) general money damages in an amount equal to the amount of any proceeds of insurance Page 18 of 20 received by the CITY or to which VEOLIA is entitled pursuant to any general liability insurance or automobile liability policy required to be maintained by VEOLIA hereunder (without regard to the amount of any deductibles) with respect to such loss; or (ii) to the extent losses are uninsured, a cumulative aggregate over the full initial term and any extended term(s) of this agreement of an amount not to exceed $500,000. [SIGNATURES ON NEXT PAGE] Page 19 of 20 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: "�l J B . David H. Ready (City Manager APPROVED AS TO FORM: ATTEST By: /J?' j� By: Doug s C. Holland, mes Thompson, City Attorney City Clerk APPROVED BY CITY COUNCIL: APPROVED BY CITY COUNCIL t .1.1h hP Rbtil11 Date: Agreement No. Corporations require two notarized signatures. One signature must be from Chairman of Board, President, or any Vice President. The second signature must be from the Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or Chief Financial Officer. VEOLIA NAME: Veolia Water West Operating Services, Inc. 715 West 3rd Street Los Angeles, CA 90071 2 r %, By By Signature(Notariz d) Signature(Notarized) Page 20 of 20 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness,accuracy,or validity of that document. State of California ) County of LU`) nn On 9 ,6Av,t 9A I ?.V(r7 before me, M(ky;\C� SCMl Date Here Insert Name and Title of the Officer personally appeared LAn', )r`o� McCcI\Zewj E)C-A_�5 Names) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. CHRISTINA fMAR1E BALINAfi' WITNESS my hand and official seal. Commission M 2033423 Notary Public -CaliforMa n Los Angeles County /�- M Comm.E 'resJull4 2017+ Signature .G �%✓v^ ""�� Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ] Corporate Officer — Title(s): '_1 Corporate Officer — Title(s): J Partner — ❑ Limited I� General ❑ Partner — ❑ Limited ❑ General - I Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact Trustee L Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator ❑Other: ❑ Other: Signer Is Representing: Signer Is Representing: 02014 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item #5907 EXHIBIT "A" SCOPE OF SERVICES Additional Professional Engineering Services — Veolia shall generally provide, administer and coordinate the following additional professional engineering services, as also further identified in Veolia's proposal dated March 16, 2015, and as further clarified in its response to questions by letter dated March 20, 2015, incorporated herein by reference and as attached as Exhibit "B". Veolia shall coordinate with its consultant, Carollo Engineers, to review value engineering proposals and incorporate such proposals into the previously completed plans and specifications for the Project. Veolia shall coordinate with its consultant, Carollo Engineers, to revise the previously completed plans and specifications for the Project to incorporate Addenda issued by Veolia and Carollo during the original bidding phase of the Project in July 2014, and to update the specifications to incorporate the City's specifications documents and other modifications as necessary to solicit bidding as a City project, including an ability to fund the Project through the State Revolving Fund Loan (SRFL). Veolia shall coordinate the preparation of a Contractor Pre-Qualification Package for the City's use in pre-qualifying general contractors in advance of the City's bidding of the Project Veolia shall coordinate with its consultant, Carollo Engineers, to review all Requests for Information (RFIs) and to recommend Addenda to be issued by the City during the City's bidding process of the Project, and generally assist with the City's bid process, including evaluation of bids. Veolia shall coordinate with its consultant, Carollo Engineers, to furnish (except for those elements to be furnished by the City's contractor as identified in the bid documents), program and implement a complete and fully functional Supervisory, Control and Data Access (SCADA) system for the Wastewater Treatment Plant facility. Veolia shall coordinate all required materials testing and special inspections for the Project. Veolia shall coordinate all required baseline and hydraulic profilce control surveying for construction of the Project. Veolia shall coordinate with its consultant, Carollo Engineers, the purchase of selected critical equipment, and coordinate its acquisition and disposition to the City's general contractor, on behalf of the City (with full title to such equipment vested with the City) for incorporation into the Project as required. Veolia shall coordinate with its consultant, Carollo Engineers, to reflect "as-built" or record conditions upon completion of construction of the Project. Exhibit "A" Page 1 of 5 Comstruction Management Services — Veolia shall generally provide, administer and coordinate the following construction phase services, as also further identified in Veolia's proposal dated March 16, 2015, and as further clarified in its response to questions by letter dated March 20, 2015, incorporated herein by reference and as attached as Exhibit "B". Veolia shall provide Construction Management and Inspection, Federal and Labor Compliance and Contract Administration in compliance with Caltrans Local Assistance Procedures Manual (LAPM) or alternative approved procedures. Following is a summary of tasks generally provided for project/construction management and inspection of general engineering projects: 1. Functioning as City Engineer's Extension, and providing requested services. 2. Managing construction activities and project controls. 3. Monitoring the Contractor's baseline schedule, master construction schedule, and any updated construction schedules. 4. Conducting Pre-construction meeting with the contractor, City, and other involved parties 5. Conducting construction meetings with the contractor, City, and other involved parties. 6. Preparation and distribution of meeting minutes. 7. Performing PW inspections. 8. Responding to complaints and resolving problems as necessary. 9. Reviewing contractor change order requests, and preparing necessary documentation for submittal and approval or denial by the City. 10.Reviewing and verifying contractor pay requests and preparing necessary documentation for submittal and approval by the City. 11.Monitoring Federal Labor compliance. 12. Reviewing certified payroll submittals from contractor. 13.Managing contract cost accounting system and preparation of a log of all Contractor's Progress Billings. 14.Conducting project walk-through(s) and preparing punch list(s). 15.Ensuring the project is implemented per the approved set of plans, and preparing as-built drawings at the completion of construction. 16.Maintaining proper project files and documentation. 17.Coordinating close out of the project, 18.Presenting to the City project close out file. Following is a detailed description of various tasks to be provided in compliance with LAPM.- LAPM, Chapters 16 and 17 cover requirements for the contract administration and project completion of federally funded projects. LAPM Chapter 16 covers the topics beginning with project supervision, contract time, subcontractors, Engineer's daily reports, projects files, construction records and procedures, safety provisions, labor compliance, equal opportunity employment, disadvantaged business enterprise, contract change orders, material sampling and testing, and traffic safety in the highway and street zones. Chapter 17 covers the topic of project completion. Exhibit "A" Page 2 of 5 Pre-Construction Meeting: We will conduct a pre-construction meeting. The meeting will be attended by representatives of the local agency and contractor. The City will also invite other affected agencies, local authorities (police, fire, etc.), and public utilities personnel to attend. City will also extend an invitation to Caltrans. If necessary, we will hold additional meetings where considerable effort and time is required to cover specific areas, such as labor compliance, Equal Employment Opportunity (EEO), record keeping, etc. We will explain the various forms, reports, as well as sanctions for noncompliance with local, state, and federal requirements. Discussions will include: requirements for Equal Employment Opportunity, state and federal safety, labor compliance and DBE. Potential utility and traffic safety problems will also be discussed, as well as the National Environmental Policy Act (NEPA) compliance requirements. A written record of attendance and items discussed will be prepared and distributed to all attendees. Contract Time Monitoring: We will review working days, contract time requirements, and document time extensions according to the requirements set forth in the bid specifications. Any contract time extension approvals will only be made if the justification demonstrates a delay to the controlling item(s) of work in the contractor's schedule. We will maintain a written record of project progress. This record will indicate factors which may affect the work, such as, weather conditions, utility delays, strikes or labor disputes, and material shortages. Based on these factors a record of working days will be maintained. We will use documentation similar to LAPM Exhibit 16-A, "Weekly Statement of Working Days," Form CEM-2701 for the record of project progress. Engineer's Daily Reports: Veolia shall keep daily reports to record work in progress. When the report is used to determine compliance with labor provisions of the contract, the following additional information will be included: • The names or identification numbers of the contractor's personnel • The respective classifications of the work being performed • The number of hours worked on the date covered by the report Reporting for labor compliance will be done on a random spot-check basis only. One report per week on the project will be used as an initial guide. The frequency may be reduced after a high degree of compliance has been verified. We will use daily report forms used by Caltrans that are shown as Exhibit 16-C of LAPM. Project Files: The project file will contain all data pertinent to the work and to the requirements of the specifications. In general, project files will support: • adequacy of filed control • conformance to contract specifications, and • contract payments to the contractor The file will be complete, available at a single location, organized and maintained in a manner that permits inspection by Caltrans and FHWA personnel during process reviews or random checks. Maintaining complete and accurate files is a very important aspect of managing federally funded projects. Generally, whenever the local agency is unable to produce requested data or information, it is assumed by reviewing personnel that the required actions were either never performed or not properly recorded. Organized project files can minimize these negative assumptions. The District Local Assistance Engineer (DLAE) may perform Exhibit "A" Page 3 of 5 process reviews and inspect, during construction, local agency project files for compliance with Federal and State requirements. Organization and content of the project file is one indicator of effective and efficient management of the project by the resident engineer. Organization of Files: Project files will be organized to include the information listed below: 1. Project Personnel 2. Correspondence 3. Weekly record of working days 4. Materials Data (Material Data will vary according to the Local Agency's Quality Assurance Program, QAP. Items listed are required for the Caltrans QAP if adopted by the local agency) 5. Engineer's Daily Reports 6. Contract Item Pay Quantity Documents 7. Contract Change Orders 8. Extra Work Reports 9. Progress Pay Estimates and Status of Funds 10. Labor Compliance and EEO records 11.Contractor's Payrolls 12.Final Report 13.Materials Certificate 14.DBE Records Construction Records and Accounting Procedures: The essential elements of the system are as follows: 1. It must contain a file of source documents supporting payments made to contractors. Source documents will clearly record: • The specified portion of work it applies; • The necessary measurements and/or calculations by which the quantity is determined; and • The name of the individual who made the determination. 2. The calculations on source documents will be checked in accordance with good engineering practice. 3. Weighmaster certificates are source documents and must be validated at the point of delivery. 4. It will contain a separate item sheet for each contract item and each appropriate accounting category such as; adjustments of compensation; extra work payments; payments for materials not yet incorporated into the work; and deductions. 5. It will contain a contingency balance and anticipated changes sheet, on which the current estimated probable final cost of the work is recorded. 6. It will provide for retention of the records in accordance with the Local Agency-State Agreement. This agreement requires that records be retained by the local agency for a period of three years from the date of final payment under the project program supplement. Exhibit "A" Page 4 of 5 Labor Compliance: The administering agency is responsible to designate a labor compliance officer. We report to City's labor compliance officer, and will assist in enforcing enforce the contract provisions and that labor compliance requirements are performed and documented in the project file. Equal Employment Opportunity. Equal Employment Opportunity (EEO) requirements apply to all federal-aid construction contracts and all related subcontracts of $10,000 or more. A proactive approach to ensure compliance is to discuss the requirements of the contract at the pre-construction conference. Recordkeeping: The administering agency must document contractor's compliance with the EEO requirements according to the FHWA Form 1273, Exhibit 12-E, Chapter 12 and maintain the record for three years. Reporting: The FHWA Form PR-1391 is prepared by the prime contractor and by each subcontractor if the federal-aid construction contract work exceeds $10,000. It is the responsibility of the administering agency to ensure that the prime and subcontractors complete the form accurately and timely. The administering agency must review, countersign and submit the PR-1391 to the DLAE by August 25 of each year. Failure to submit the report form in a timely manner may result in sanctions and/or a process review. Exhibit "A" Page 5 of 5 EXHIBIT "B" VEOLIA'S PROPOSALS FOLLOW THIS PAGE Exhibit "B" © VEOLIA March 16, 2015 City of Palm Springs Waste Water Treatment Facility Headworks and Primary Clarifier Upgrade Proposal for Project Management and Inspection Services - FINAL PROJECT UNDERSTANDING Veolia Water West Operating Services, Inc. (Veolia) is pleased to submit the following proposal to provide additional professional services and construction management services for the City of Palm Springs (City) Priority 1 Projects at the City's Wastewater Treatment Plant, herein referred to as the Headworks and Primary Clarifier Upgrade Project. The project includes the construction of the following: • New influent junction box • New headworks including metering structure • New electrical building • New full plant SCADA system • Two new mechanical screens with isolation gates • New bypass channel with manual bar screen and isolation gates • New influent pump station with four vertical turbine solids handling pumps • Two new circular primary clarifiers • Two new scum pump stations • Replacement weir covers for two existing gravity thickeners • Replacement of Digester No. 2 dome cover • Structural modifications to existing Digester No. 2 • Two new odor treatment scrubbers for redundancy to continue the treatment of odors when one unit is out of service for maintenance • New truck dump disposal station • Associated piping, removal of existing asbestos piping, grading, and instrumentation, electrical and programming • Installation of new trees • Asphalt paving of access roads around the new clarifiers The scope of work for this project, listed above, is based upon the plans and specifications prepared by Carollo Engineers for the Headworks and Primary Clarifier Upgrade project. Veolia advertised and received bids for the Headworks and Primary Clarifier Upgrade project. All construction bids were rejected and the City is currently considering obtaining a SRF loan from the State of California. The SRF application and approval process typically will require 10 months to complete. A contractor NTP is anticipated to be issued prior to May 2016 (13 Veolia Water West Operating Services.Inc. 4375 E.Mesquite Ave. Palm Springs,CA 92264 www.vecl iawate rna.com Palm Springs WWTP Headworks and Primary Clarifier Upgrade Project Proposal 2 months from April 2015) as the City is also considering a bond issuance should an SRF loan not be obtained. The current total estimated project costs are listed in the table below. The Construction Estimate is the Engineer's estimate and 10% contingency has been added for budgetary purposes. TOTAL PROJECT COSTS Design Services $3,312,305 Additional Professional Services $1,645,202 Prepurchased Equipment $3,341,769 Construction Estimate 1 $21,700,000 Change Order 10% Contingency 1.2 $2,170,000 Construction Management Services $1,060,295 Total Project Cost $33,229,571 1.Costs must be adjusted when the low contractor has been accepted by the City 2.A 10%change order contingency is typical of the industry for conventional design-bid-build project of this type. The City has requested that their standard front end general and special conditions be incorporated into the current bid documents. SCOPE OF WORK Veolia is proposing to provide Construction Management Services and Additional Professional Services to support the project. The scope of work shall include: Increased Scope to Engineering Services: 1. Engineering services during construction escalation costs for the 13 month delay to the construction contract NTP. 2. Additional engineering services provided related to project costs, bid rejections and personnel changes. 3. Additional engineering services provided to review value engineering proposals from contractor. 4. Additional engineering services provided to develop and deliver a presentation to the City Council. 5. Engineering services to conform the plans and specifications to consolidate new bid documents. a. Incorporate the design modifications that were issued by addenda including incorporating the purchase orders from the each prepurchased equipment package. b. Incorporate the selected value engineering design modifications that were submitted by W.M. Lyles. c. Provide PDF files of revised contract documents. 6. Rebidding engineering services. a. Revise the contract documents to use the City's front end documents, Division 0 and Division 1. Veolla Water West Operating Services.Inc. 4375 E Mesquite Ave. Palm Springs,CA 92264 www.veoliawatema.com Palm Springs WWTP Headworks and Primary Clarifier Upgrade Project Proposal 3 b. Add selected Carollo Division 1 provisions to the City's Division 1 specifications, as required. c. Revise the specification references to Divisions 0 and 1 throughout to coordinate with the City's front end specifications. d. Attend one prebid conference to present the project to prospective bidders. e. Respond to bidders questions during the bid period. f. Issue addenda during the bid period to refine the design as required in response to bidder questions and comments. g. Assist with the evaluation of bids. 7. Rebidding support services prior to bid. 8. RFI engineering services project cost and delay escalation. 9. Submittal engineering services cost and delay escalation. SCADA System Programing Technical and Construction Services: 1. New and existing plant Supervisory, Control and Data Access (SCADA) system management, coordination and documentation services 2. SCADA project activities: a. Software installation and coordination b. Database preparation c. System configuration d. Programmable Logic Controller(PLC) programming e. Communications programming f. SCADA programming g. Trending, alarming, annunciation and dialer programming h. System testing and training i. Field integration and startup j. Punchlist and corrections k. Vendor factory acceptance testing attendance and coordination I. Seismic design for server racks and equipment m. Equipment engineering, setup and configuration 3. Supply SCADA system equipment: a. Network rack and equipment b. Server rack and equipment c. SCADA system software d. PLC software e. Misc. software (operating system server, alarm, historian, Rockwell's RS Linx) f. Three servers g. Three workstations h. Network Attached Storage (NAS) device Material Testing Services: 1. Soils testing services 2. Concrete testing services 3. Rebar testing services 4. Other required material testing services Baseline and Hydraulic Profile Control Surveying Services: Veolla Water West Operating Services,Inc. O 4375E Mesquite Ave. Palm Springs,CA 92264 w .veoliawaterna.com Palm Springs VJwTP Headworks and Primary Clarifier Upgrade Project Proposal 4 1. Control survey to establish baseline survey for the contractor to utilize. 2. Control survey to verify critical hydraulic profile elevation points to insure the design criteria and plant performance are maintained. State Revolving Fund Engineering Services: 1. Revise contract documents for the SRF loan. 2. Conduct an audit of the design documents to identify provisions which do not meet SRF requirements, such as sole source procurement, minimum of two named manufactures per each individual equipment and material section, American iron and steel requirements, etc. 3. Modify the contract documents based on audit results. 4. Add SRF forms and specification documents to the contract documents as required. Construction Management and Inspection Services: The Senior Project Manager/Construction Manager(SPM) will manage the project including managing design service during construction, construction management services and the construction general contractor. SCADA programming and material testing services are not included but the SPM will identify when these services are needed and will be responsible to ensure that they are performed in a coordinated and timely manner. Construction Management and inspection services include: • The complete day to day operations of managing and inspecting the construction and commissioning of the project. • Conduct an initial project kick-off meeting with project participants to review and develop the project purpose and objectives, scope of work, organization chart, project delivery schedule, and project execution flow chart. • Coordinate, schedule and conduct biweekly progress meetings and develop and distribute meeting minutes. • Conduct a constructability review and develop and distribute Findings and Recommendations. • Review and approve contractor's management plans (i.e. Quality Management Plan, Risk Management Plan, Health & Safety Plan, Project Execution Plan, etc.)for compliance with industry standards and generally accepted work practices. • Review and confirm that the design and construction teams have coordinated with the permitting agencies, local utilities, the building department and the fire marshal. • Coordinate, schedule, attend, and document with meeting minutes all discussions held during review meetings between all stakeholders. • Attend and participate in all field meetings and develop and distribute minutes. • Monitor, inspect and insure compliance with the design intend and the construction contract (plans and specifications). • Monitor environmental compliance, address specific project issues, and monitor startup and testing activities. • Maintain a comprehensive video-graphic and photographic record of project activities on site during construction. Review contractor's documentation as well, including daily reports, photos, certified payroll documents, pre-construction documentation (photos, videos, interviews and reports), etc. • Anticipate and address changes before they become a problem, to mitigate impacts to the project costs or schedule. Veolia Water West Operating Services,Inc. O 4375 E Ntesquite Ave. Palm Springs,CA 92264 w .veoliawatema.com __..._.. . . ..._ . .. _ Palm Springs WWTP Headworks and Primary Clarifier Upgrade Project Proposal 5 • Review all requests for change orders and changed conditions to determine their validity, appropriate scope and costs. Provide estimates, recommendations and staff reports to the City for all potential change orders and/or changed conditions. Always receive approval from the City for all change orders and changed conditions prior to proceeding with any work. • Review and evaluate all of the contractor's contract deviation requests to ensure that all proposed changes by the contractor are approved by the engineer and the City. Provide estimates and recommendations for all contractor requested deviations to the engineer and City. • Represent the project's interests in contract compliance discussions, change resolution, and project closeout without committing the City to any additional or deductive costs. • Track, anticipate, and assist on tasks needed to support project implementation. • Assist with administrative items such as meeting, planning and scheduling with the City. • Review the contractor's monthly Application for Payment/Progress Payment describing the work completed, as of the date of the application, indicate a recommendation of payment to the City, or return the Application to be revised. • Provide construction observation and inspection services. Construction observation and inspection will assure that the design and construction activities meet the project objectives for regulatory compliance, reliability, safety, and operability. • Review submittals and RFIs for completeness and validity to minimize costs by the engineer their design service during construction effort. Log, track, and Process Submittals, RFls, RFDs. NCRs and Change Orders. • Provide detailed monthly project updates for presentation as a standing staff report to stakeholders, as needed. • Attend any and all stakeholders meetings as needed to appropriately implement and complete the project. • Monitor, coordinate, schedule and advise the contractor and operations staff, as needed, to minimize impacts to the treatment plant operations during construction, shutdowns, testing, system and plant startups and training activities. • Monitor all contractor's schedules, updates, and construction progress, and insure required corrective actions are taken and provide Non-Compliance and Non-Conforming notices to the contractor as required. • Coordinate and monitor material testing and survey activities. • Review test results and document any deficiencies in work and provide Non- Compliance and Non-Conforming notices to the contractor as required. • Review and approve the startup and testing plan and coordinate operational assistance in the testing and startup of all equipment and systems. • Coordinate, review and provide comments on the project O&M manual. Submit draft (for review) and final O&M Manuals to operations staff and the City. • Review project closeout plans and preparations to track and confirm substantial and final completion of construction. Oversee punch list development, implementation and completion. • Manage and track development of the red-lined as-built drawings by the contractor and track and receive final record drawings from the engineer for the project. • Complete final closeout activities, including managing all approvals needed, obtaining warranties, guarantees, bonds, insurance, certifications, installation manuals, and other items required. • Assist the City in recording the "Notice of Completion" with the county. Vealia Water West Operating Services,Inc- O 4375 E.Mesquite Ave. Palm Springs.CA 92264 w .veoliawatema.com Palm Springs Wi Headworks and Primary Clarifier Upgrade Project Proposal 6 Compensation: Increased Scope to Engineering Services: $892,051.00 SCADA System Programing Technical and Construction Services: $490,600.00 Material Testing Services: $138,390.00 Baseline and Hydraulic Profile Control Surveying Services: $21,560.00 State Revolving Fund Engineering Services: $102,600.00 Construction Management and Inspection Services: $1,060,295.00 Our base not-to-exceed fee for the above scope of work: $2,705,496.00 Thank you for the opportunity to present this proposal for the Professional and Construction Management Services for the Headworks and Primary Clarifier Upgrade Project. We look forward to working with you on this project. Please do not hesitate to contact me should you have any questions or need additional information on this proposal. Sincerely, v ' 9kc� Vice President Operations Municipal & Commercial Business Veolia North America Veclia Water West Operating Services,Inc. 4375 E.Mesquite Ave. Palm Springs,CA 92264 w .veoliawatema.com O VEOl1A March 20, 2015 City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Subject: Waste Water Treatment Facility, Headworks and Primary Clarifier Upgrade Project, Professional and Construction Management Services - Responses to The City's Proposal Questions and Requests Mr. Marcus Fuller, Thank you for your detailed review of our proposal. We have addressed your questions and comments below. I believe that these answers to your questions and comments will provide you the information that you are looking for. I will send you a separate draft agreement for these services early next week for your review and comments. We would be happy to meet with you and your staff if you have further questions. Our answers and comments are as follows: QUESTION NO. 1 - DETAILED SCOPE OF WORK FOR PROFESSIONAL SERVICES Below is a detailed scope of work for each of the itemized professional services that will be provided within the professional services fee of$1,412,676.00. A. Increased Scope to Carollo's Engineering Services: Below is a detailed scope of work that we received from Carollo Engineers. 1. Engineering services during construction escalation costs for the 13 month delay to the construction contract NTP. Provides 3% escalation of labor rates during the project delay. $770,000 x 3% = $23,100. 2. Additional engineering services provided related to project costs, bid rejections and personnel changes. Additional services required to assist Veolia with bid evaluations/rejections, preparation of a letter report explaining project costs, and meetings with Veolia's team. 3. Additional engineering services provided to review value engineering proposals from contractor. Meetings with Veolia and W.M. Lyles and review of Lyles' value engineering proposals. Veda Water West Operating Services,Inc. 4375 E.Mesquite Ave. Patin Springs,CA 92264 w vv.veoha"tema.mm Palm Springs WWTP Headworks and Primary Clarifier Upgrade Project Proposal 2 4. Additional engineering services provided to develop and deliver a presentation to the Council's subcommittee. The fee includes the meeting preparation efforts and Webster Environmental's fees and presentation to the Council's subcommittee on March 5. 5. Engineering services to conform the plans and specifications to consolidate new bid documents. a. Incorporate the design modifications that were issued by addenda including incorporating the purchase orders from the each prepurchased equipment package. b. Incorporate the selected value engineering design modifications that were submitted by W.M. Lyles. Only a limited number of"selected" Lyles VE ideas will be incorporated, but they are covered under this task. c. Provide PDF files of revised contract documents. 6. Rebidding engineering services. a. Revise the contract documents to use the City's front end documents, Division 0 and Division 1. b. Add selected Carollo Division 1 provisions to the City's Division 1 specifications, as required. c. Revise the specification references to Divisions 0 and 1 throughout to coordinate with the City's front end specifications. d. Attend one prebid conference to present the project to prospective bidders. e. Respond to bidders questions during the bid period. f. Issue addenda during the bid period to refine the design as required in response to bidder questions and comments. g. Assist with the evaluation of bids. 7. Rebidding support services prior to bid. These support services include additional meetings and responses to any City staff questions. 8. Additional RFI engineering services during construction. These items cover the RFI services required for the project. The original requested effort specified for this work was 200 RFI's and this number must be increased to 260 RFI's to meet the engineering services that will be necessary to meet the contractor's requirements. Rates are as projected to the time of the work. 9. Additional submittal engineering services during construction. These items cover the submittal services required for the project. The original requested effort specified for this work was 120 submittals and this number must be increased to 350 submittals to meet the engineering services that will be necessary to meet the contractor requirements. Rates are as projected to the time of the work. B. SCADA System Proorammino Technical and Construction Services: In general, under our fee schedule, it includes furnishing and programming the complete SCADA system required for the Headworks and Primary Clarifier Upgrade Project, as more specifically described in the proposal and below. It also includes a full plant SCADA system upgrade, excluding existing PI-Cs and Operator Interface Terminals for facilities that are not part of the project. In summary, the services that are provided for under our fee schedule are for furnishing and programming the complete SCADA system required for the WWTP. These SCADA furnishing and programming requirements include, but are not limited to: Veolla Water West Operating Services,Inc. Q 4375 E.Mesquite Ave. Palm Springs,CA 92264 w .veoliawatenni Palm Springs VWVTP Headworks and Primary Clarifier Upgrade Project Proposal 3 1. New and existing plant Supervisory, Control and Data Access (SCADA) system management, coordination and documentation services 2. SCADA project activities: a. Software installation and coordination b. Database preparation c. System configuration d. Programmable Logic Controller(PLC) programming e. Communications programming f. SCADA programming g. Trending, alarming, annunciation and dialer programming h. System testing and training I. Field integration and startup j. Punchlist and corrections k. Vendor factory acceptance testing attendance and coordination I. Seismic design for server racks and equipment m. Equipment engineering, setup and configuration 3. Supply SCADA system equipment: a. Network rack and equipment b. Server rack and equipment c. SCADA system software d. PLC software e. Misc. software (operating system server, alarm, historian, Rockwell's IRS Linx) f. Three servers g. Three workstations In. Network Attached Storage (NAS) device C. Material Testing and Specialty Inspection Services: The general scope of the services in this fee schedule is described below. The testing and specialty inspection services will be performed by certified professionals in each specific field. 1. Soils testing and inspection services 2. Concrete testing and inspection services 3. Rebar testing and inspection services 4. Welding testing and inspection services 5. All other required specialty testing and inspection services D. Baseline and Hydraulic Profile Control Surveying Services: These services as described in the proposal and listed below are surveying services outside of the surveying services required by the contractor as stipulated in the construction contract plans and specifications. The specifications require the engineer to establish a control survey within the plant for use by the contractor for his required surveying efforts. In addition, essential engineering control surveys are required to insure that the plant's hydraulic flow profile is maintained. 1. Control survey to establish baseline survey for the contractor to utilize. 2. Control survey to verify critical hydraulic profile elevation points to insure the design criteria and plant performance are maintained. Veelia W ater W est Operating Services,Ina 4375 E Mesquite Ave. Palm Springs,CA 92264 w .veoliawalema.com Palm Springs WWTP Headworks and Primary Clarifier Upgrade Project Proposal 4 E. State Revolving Fund Ensaineerina Services: This is the effort for this fee schedule to modify the contract documents in accordance with SRF requirements, as indicated in the proposal and listed below. This requires an audit to find the items that need to be changed. Then, it requires the modifications for each of these items. This is not the effort to prepare the application, but it does include adding to the contract documents the forms that result from the process. Typically the State requires that the applicant incorporate the State's general conditions specification document which include DBE requirements, the Davis Act, bidding requirements and other general conditions. In addition the State generally requires that the project's materials and equipment specifications list the names of least two manufactures. The current bid documents do not meet this condition in all case and modifications throughout the specifications will be required. 1. Revise contract documents for the SRF loan. 2. Conduct an audit of the design documents to identify provisions which do not meet SRF requirements, such as sole source procurement, minimum of two named manufactures per each individual equipment and material section, American iron and steel requirements, etc. 3. Modify the contract documents based on audit results. 4. Add SRF forms and specification documents to the contract documents as required. The fee of $102,600 for the above listed services includes $72,600 for Carollo's services and $30,000 for Veolia's management services. As an aside, our SRF loan acquisition specialist has stated that, for this type of project, the City may be able to pet a $2 million to $4 million grant in the process of obtaining the SRF loan, which obviously is a big plus for petting a SRF loan. QUESTION NO. 2 - SPECIALTY INSPECTION AND COSTS Please see QUESTION NO .1, Section C. - "Material Testing and Specialty Inspection Services:" above for the response to your question. QUESTION NO. 3 - INCREASE IN FEES FROM THE INITIAL SUBMITTED FEES FOR INCREASED SCOPE TO ENGINEERING SERVICES Please see QUESTION NO .1, Section A. - "Increased Scope to Carollo's Engineering Services' above for the detailed list of services for this fee schedule. Through carefully working through the increased scope for engineering services, Veolia was able to reduce the cost significantly that would otherwise be borne by the City for such services, as Veolia is able to provide much of these at a more advantageous rate. The fee for the increase to the scope of engineering services (that was initially submitted to the City) was not previously verified by Carollo. For the difference between the cost initially submitted to the City and what is being submitted now, several fees were eliminated or reduced. However, the increase in the number of submittals to be reviewed by the engineer was the main reason for the increase in the fee total. 1. 12 month construction contract delay escalation fees were added to the "Engineering Services During Construction'fee schedule. Veclia Water West Operating Services,Inc. O 4375 E.Mesquite Ave. Palm Springs,CA 922E4 w .veoliawaterna.com Palm Springs WWTP Headworks and Primary Clarifier Upgrade Project Proposal 5 2. RFI's were increased from 200 RFI's to 260 RFI's. 3. Submittals were increased from 120 submittals to 350 submittals. 4. Rebidding support services prior to bid were reduced. 5. Progress meeting services beyond 2 per month were eliminated, as they were deemed unnecessary. 6. Contractor prequalification services were eliminated, as Veolia's staff will provide these services. 7. Engineering time to attend factory tests were eliminated, as Veolia's staff will provide these services. 8. Operations and maintenance manual and training services were eliminated, as Veolia's staff will provide these services. 9. Partnering meetings were eliminated, as they were deemed unnecessary. 10. Pre-purchase package coordination services were eliminated, as Veolia's staff will provide these services. QUESTION NO. 4 - BREAKDOWN OF LABOR COSTS Attached to this response letter is Veolia's Labor Schedule with a detailed breakdown showing classifications, hours, and hourly rates per your request. The construction management team's on-site duration is 23 months for CM services only. The following assumptions that were used to determine the 23 month duration are: 1. 20 months for the construction contract duration, 2. 2 months included for anticipated inclement weather and change order delay days added to the contractor's construction contract. Typically that equates to approximately 20 to 24 calendar days per construction year. 3. Half a month included for pre-construction work. 4. Half a month included for post construction/close-out work. The CM team is comprised of a full time senior project manager (Neil Clifton) who has over 35 years of experience in designing, constructing (as a general contractor) and managing over $1.5 billion in capital projects of this nature. His vast experience allows for a small CM team to be on site, which will allow the City to see a significant savings in costs. In addition there will be a project manager for approximately half time. The project manager's hours are spread evenly over the duration of the project, but the bulk of the project manager's work will be during the first few months of startup and the submittal process phase and the last few months of the startup and closeout phase of the project. There is an 11 month period before the construction phase of the project where the senior project manager will manage and coordinate the professional services required over that duration. QUESTION NO. 5 - BREAKDOWN OF TRAVEL/LIVING COSTS Attached to this response letter is a detailed breakdown showing the travel costs, per your request. No living expenses/costs were included in our proposal. Travel costs were included for visits to 10 factory equipment witness tests. Labor for these witness tests is included in Veolia's labor summary of costs. We believe that the 10% mark-up for this construction requirement was appropriate. However, we eliminated the mark-up per your request. Veelia Water West Operating Services,Inc. O 4375 E Mesquite Ave. Palm Springs,CA 92264 w .veollawaterni Palm Springs WWTP Headworks and Primary Clarifier Upgrade Project Proposal 6 QUESTION NO. 6 - BREAKDOWN OF SITE COSTS Attached to this response letter is a detailed breakdown showing the site costs, per your request. QUESTION NO. 7 -VARIANCE IN PROFESSIONAL SERVICES COSTS Please see QUESTION NO. 8, below, for the response to your question. QUESTION NO. 8 -VARIANCE IN CONSTRUCTION MANAGEMENT COSTS Veolia's original "Project Cost Summary Sheet" spreadsheet itemizes the following costs: • Professional Services - $1,553,944.00 • Veolia's Labor Fees - $1,087,647.00 • Travel and Living Fees - $13.118.00 • Site Costs - $52,245.00 ORIGINAL TOTAL SUMMARY OF COSTS - $2,706,954.00 Veolia's Labor Fees include $996,389.00 for CM labor fees, $61,258.00 for Professional Services management fees and $30,000.00 for SRF management fees which total $1,087,647 as itemized above. The reason for the confusion is that our Labor Schedule is not able to split labor costs into separate fees categories. As such, we had to separate these labor fees manually. The following is how we calculated each fee category: • Professional Fees = $1,553,944.00 + $61,258.00 + $30,000,00 = $1,645,202.00 • Total CM Fees including Veolia's labor fees and Professional services fees is $996,389.00 (labor) + $13,118.00 (travel) + $ $52,245.00 (site) = $1,061,752.00 The revised CM fee (without the travel fee mark-up of$1,458.00) is now$1,060,295.00. In summary, the fees listed in the table for CM Services for $1,095,234 is incorrect. It should have read $1,061,752. With the reduction of the travel mark-up, it will now read $1,060,295 and the TOTAL REVISED SUMMARY OF COSTS IS NOW $2,705,496.00 (see table below). COMMENT NO. 9-TOTAL PROJECT COSTS REVISIONS The City is correct. The 10% change order contingency of$2,170,000.00 is correct. The revised current total estimated project costs are listed in the table below. Again the Construction Estimate is the Engineer's estimate and 10% contingency has been added for budgetary purposes. Veoha Water West Operating Services.Inc. 4375 E.Mesquite Ave. Palm Springs.CA 92264 WW W.veoliav,alema.com Palm Springs WWTP Headworks and Primary Clarifier Upgrade Project Proposal 7 TOTAL PROJECT COSTS Design Services $3,312,305 Additional Professional Services $1,645,202 Prepurchased Equipment $3,341,769 Construction Estimate 1 $21,700,000 Change Order 10% Contingency 1.2 $2,170,000 Construction Management Services $1,060,295 Total Project Cost $33,229,571 1.Costs must be adjusted when the low contractor has been accepted by the City 2.A 10%change order contingency is typical of the industry for conventional design-bid-build project of this type. QUESTION NO. 10 - INCREASED SCOPE TO ENGINEERING SERVICES, ITEMS 1 - 4 DISCRIPTIONS AND JUSTIFICATION Please see QUESTION NO .1, Section A. - "Increased Scope to Carollo's Engineering Services:", Items 1 through 4 above for the response to your question. QUESTION NO. 11 - INCREASED SCOPE TO ENGINEERING SERVICES, ITEM 5b DISCRIPTIONS AND JUSTIFICATION Please see QUESTION NO .1, Section A. - "Increased Scope to Carollo's Engineering Services:", Item 5.b above for the response to your question. QUESTION NO. 12 - INCREASED SCOPE TO ENGINEERING SERVICES, ITEMS 8 AND 9 DISCRIPTIONS AND JUSTIFICATION Please see QUESTION NO .1, Section A. - "Services Increased Scope to Carollo's Engineering:", Items 8 and 9 above for the response to your question. QUESTION ITEM NO. 13 - PREPARATION OF PREQUALIFICATION PACKAGE The preparation of the contractor prequalification package will be provided by Veolia's team. The cost for these services is included in Veolia's attached labor summary of costs. QUESTION NO. 14 - SCADA SCOPE CLAIRIFICATION Please see QUESTION NO .1, Section B. - "SCADA System Programming Technical and Construction Services:" above for the response to your question. QUESTION NO. 15- SRF FEE AND SCOPE JUSTIFICATION Please see QUESTION NO .1, Section E. - "State Revolving Fund Engineering Services:" above for the response to your question. QUESTION ITEM NO. 16 - CONSTRUCTION MANAGEMENT SCOPE CLAIRIFICATION The construction management and inspection services under our fee schedule are all inclusive, with the exception of material testing and specialty inspection services which are Veolia Water West Operating Se,wces.Ina 4375 E.Mesquite Ave. Palm Springs,CA 92264 www.veoliawatema.com Palm Springs WWTP Headworks and Primary Clarifier Upgrade Project Proposal 8 covered under the Material Testing and Special Inspection Services section under Professional Services. Your scope of work for CM services that you submitted to us is acceptable and we will incorporate your CM scope of work into our agreement. DBE monitoring during construction is included in our scope of CM services. However, any DBE monitoring and coordination services prior to construction are included in the SRF engineering service fee schedule under the Professional Services category. It was always our intent to provide an all-inclusive CM services package when we developed our fee. As such, our fee will not change. The Senior Project Manager/Construction Manager (SPM) will manage the project including managing design service during construction, construction management services and the construction general contractor. SCADA programming and material testing services are not included but the SPM will identify when these services are needed and will be responsible to ensure that they are performed in a coordinated and timely manner. Note: If the City chooses to use a different company to provide CM services for this project then the management of the design services during construction and implementation of the SCADA services, baseline and hydraulic profile control surveying services, material testing and special inspection services will need to unbundled. Revised Compensation: Increased Scope to Engineering Services: $892,051.00 SCADA System Programing Technical and Construction Services: $490,600.00 Material Testing and Specialty Inspection Services: $138,390.00 Baseline and Hydraulic Profile Control Surveying Services: $21,560.00 State Revolving Fund Engineering Services: $102,600.00 Construction Management and Inspection Services: $1,060,295.00 Our revised base not-to-exceed fee for the above scope of work: $2,705,496.00 Thank you for the opportunity to present and discuss our proposal for the Professional and Construction Management Services for the Headworks and Primary Clarifier Upgrade Project. We look forward to working with you on this project. Please do not hesitate to contact me should you have any questions or need additional information on this proposal. Siinuncerely, 9 0 Vice President Veolia Water West Operating Services, Inc. Veolia Water West Operating Services.Inc. Q 4375 E.Mesquite Ave. Palm Springs,CA P2264 w .veoliawatema.com EXHIBIT "C" SCHEDULE OF COMPENSATION Tasks listed below are identical to tasks identified in Exhibits A and B of this Agreement. Payments to Contractor shall be made no more frequently than monthly, and shall be based on lump sum costs per task item of work as indicated herein, which may be approved as a percentage basis or on a time/material basis. Lump sum payments shall be made to Contractor based upon completion of tasks, or pro-rata portions thereof noted below until completion of such task item as determined by the Contract Officer. Each request for payment shall contain Contractor's statement of the work or tasks completed or portion performed, with supporting documentation. The determination of payment due shall be made based upon the reasonable judgment of the Contract Officer. Increased Scope fo Engineering Services $892,051 SCADA System Programming Technical & Construction Services $490,600 Material Testing Services $138,390 Baseline and Hydraulic Profile Control Surveying Services $21,560 State Revolving Fund Engineering Services $102,600 Construction Management and Inspection Services $1,060,295 Total Maximum Not to Exceed $2,705,496 Detailed schedules of compensation follow this page. Exhibit "C" Page 1 of 1 Project Cost Summary Sheet City of Palm Springs 1m61w vNfTPV oaaa conalm1— Palms Fings~P rz Propel Nema W PU Me CwLrv=la JOL NumMI, la."O Md518T m[miuo: aim", aWwTP Job Cost Estimate MaOal Pman Menasm. Nail cetlor, VeniOn 1.B CI of PeIT Springs Propml Mamm" Nail Chalks t)' Prn9 o.0 S92o15 Paaswortl(1111� Raara x CONTINGENCY MARKUP ConaMlbn Sutwnbectors 0.2% 100% Eslimala Totel f x.]05,a9fi EryMaeXry C.mmitama 0.0% 100% Mark UP 3 1<A,013 IMerwmpanY Servke 0.0% lom MebMI S EWIPrrals 0.0% 10.0% L.Wr 0.0% 100% TraYal and Livn 00% OD% Tswa BOMS Or. 00% a.% Site 005ts 0.0% C.o% TOTAL: 1pa,013 Oas Q�nnCM �gypp�Ey xem uo T..' °�y[� loD oemalion suownYeclore ro - i - s - S 1.0% l01 Srb RemedaI....Iaaors 0,a% ox l Eannwrk Sue=omraI 4 - f a - $ - a0% 103 ClnllCmnele 9u0contreNou - f E 5 - 00% tC0 GemaVBuikin SUC[onbeclora S - $ - 5 00% ,IS Marhancal lvlallelon 5u[contncmra E - S - E 8 - 00% 1.E Uaant—llremll,rion 5umomracmra 8 S - E - 8 0a% 107 Fi,Id EmI Lnka EAlm—radon E - S - E - S 00% 10E Mrs ilmarm mala illon Sunconuecbra $ f - E - S 0.0% 150 Pmleadarel Servkea $ 14I2,67, S S 1a1 Go E 1511sK4 61,41, 160 Imerwm en Smi[ea f f 8 S 00% SUBTOTAL f 1412.6011 f - $ In:.IEE LS 155JBfa 514% crl DII coat C,r 198ymK Mark, Total /af S., 200 M.rIM I Es' 3 S - f $ - ]rl'S 210 Ele[ui[N Epuipmant 3 E - f $ - 0.0% rm 220 n E u 5 $ - $ S - 0.0% 230 OinerE u 8 S f S 0.0% SOBIGTAL I IS is 0.0% oire[l coal MEIIEyp Ton' •]']atSall 300 Pmmcl Man a 29]326 3 - f 29T326 1.0% 3115 Sanior Proecl Mane—at S ]so 322 3 - f 790.322 29.x% J10 $ f "Imsbal.vn $ 3 - S - f - 0.0% 3Jo nucYon ra l4a $ f - S - f - 00% 0 3a0 Asalatent P at Mana er $ 3 S - 3 00% J50 S,.Conatruellon Manax $ 3 - S - $ - 00% JEDP,,amtE nm $ - E - S - $ 00% 370 S S - E - f 00% .a Loon Commsabm S - E - S - f 00% 390 efgn3La0ar S $ S 5 00% SUBTOTAL: 1.OBI,Eb 3 - 3 - 5 MUM 0.2% O.a ortaraiO, Mark uo Total %a"I 43o - II6 L°rr 4 0 E b E II a oe% 4oO &Lure C..,r a f E $ 0,0% SOSTOTAL. S n'So 5 1. n..a 0.4% oimd coat rF�y�pt t,r3 Mark yu LAW 1i$yp 410 rwW rom 5 - $ 0.0% 410 T Tr SL ELivm Omar $ $ E E 00% SU310141 3 - $ t 0.0% ri 1an Qj—tr-1 Cann-,, 1I- Tolal %wsall 500 Fai m E - $ - $ - $ 00% Sao Suret ...a S - $ $ - E 0.0% EOD Bid Boma S - f $ - E o:J°R SOD Buildra Risk lnwren[e IS SOD Ganenl Liedli Inauran[a 4 - f - S - f - 0.0% Soo Sale.E U.Tax S - S - f - f - 0.C°4 500 LicmaNPxmil Feea S t t f - oc% 500 .,narn Calibmia EEumrntall.on E f S 5 OC°A Cea[CeGlPnava Oasni lien Intel 6_yOLy,p,y Mlad,o TN_el ' EDa Canaml Is Coau b 22441 E - E 2Am, f 262" a,% EDD OM Lioi rtmwlEs ve E 2]000 E - 8 2J.000 t0". Elo Fleet vani4e S S - o0% E20 man up Cmra E - . - S - 00% 1I1111.TAL E 49440 E _ 2.so,is 62.246 19% Coal Canlinlla Grme Mark Un ell $ 2561423.52 1$ - S 144,07260 1$ 2705496,12 1 lna 1% Summary..at page 1 of•3 OVEOLIA JOB COST ESTIMATE WATER Job No. Project Name Rea,iskm Data JCE Model 1006740 WWTP Upgrades Construction 2 319/2015 Sub- Adjusted Account Code Cost Code Lodger Description Original Change Order Current SIL Cost Budget Los[Budget A B C A+B 10 CONSTRUCTION B PROFESSIONAL SERVICES 100 Demolition Subcontractors 101 She Remediation Subcontractors 102 Earthwork Subcontractors 103 CivillConcrete Subcontractors 1041 GeneraliBuilding Subcontractors 105 Mechanical InstallationSubcontractors 106 Electrical Installation Subcontractors 107 Field Erected Tanks Subcontractors 106 Miscellaneous Installation Subcontractors 150 Professional Services U Inter-Com an Services MATERIAL&EQUIPMENT Mechanical E u ment Electrical E ul ment Intercom an E ui ment Other E ul ment LABOR TRAVEL&LIVING I CONCUR TAXES-BONDS-OTHER SITE COSTS $ $CONTINGENCY S - END OF SHEET I Job Cost Estimate Page 2 of 13 Job Cost Estimate Subcontractors O VEOIIA WATER Job No. Project Name Reximian Date Model 1008140 W P Upgrades Construction 2 31g/2015 via Ps Instructions: Input Only Light Yellow Colored Cells 11 Subcontractors Com an Name l Description I Q uantity Extended Coat 100 Demolition Subcontractors 603010 1001 $ 603010 1002 5 930 00 1003 $ 603010 1004 $ 603010 1005 - $ Total Demolition $ Company Name/Dissertation Quaribb, Unit Measure Unit Cost Extended Cost 101 Site Remediation Subcontractors 603010 1011 $ $ 603010 1012 $ $ 603010 1013 $ $ 603010 1014 $ $ 603010 1015 - $ $ 0.00 Total Site Remediation $ COn-Dany Namel Descrudion I QuantityUnit Measure I Unit Cost Ex1ande0 Cgst 102 Earthwork Subcontractors 603010 li $ $ 60301U 1022 $ $ 603010 1023 $ $ 603010 1024 $ $ 603010 1025 - $ $ Total Earthwork $ Com an Name I Descri tion uanti Unit Measure Unit Cast Extended Cost 103 Civil/Concrete Subcontractors 603010 1031 $ $ 603010 1032 j $ 603010 1033 5 $ 603010 1034 $ $ 603010 1035 - $ - $ Total Demolition $ Company Name Descri Lion Quantity I Unit Measure f Unit Cost Extended 104 GerneraliBuilding Subcontractors 603010 1041 $ 603010 1042 $ 603010 1043 $ 603010 1044 $ 603010 1045 $ $ Total GeneraliBulltll $ Com an Name I Descri bon Quantity I Unit Measure I Unit Cost Extended Cost 105 Mechanical Installation Subcontractors 603010 1051 $ $ 603010 1052 $ $ 603010 1053 $ $ 603010 lam $ $ 603010 1055 $ $ Total Mechanical $ Comoanv Name 1 DesCridion I QuantityUnit M UNt Cost Extended Cost 106 Electrical Installation Subcontractors 603010 1061 $ 603010 1062 $ 603010 7063 $ 603010 1064 $ 603010 1 1065 $ Total Electrical $ Coormany Name!Descration Quantity Unit Measure Unit Cost Extended Cost tOT Field Erected Tanks Subcontractors 603010 1071 § $ 603010 1072 j $ fi03010 7073 $ $ 603010 1074 - $ $ 6030t0 1075 - $ $ Total Tanks $ Company Name/Description Quantity Unit Measure I Unit Cost I Extended Cost 108 Miscellaneous Installation Subcontractors 603010 1 1081 I5 603010 1 1082 1S 1.0 Subcontractors Page 3 of 13 Job Cost Estimate Subcontractors O VEOLIA WATER Job N.. Project Name Revision Date JCE Model 1006740 VJWTP Upgrades Construction 2 31912015 v18 vs Instructions: Input Only Light Yellow Colored Cells 603010 1083 $ $ 603010 1084 $ $ 603010 1085 $ $ 603010 1086 $ $ 603010 1087 $ $ 603010 1088 _ $ $ 603010 1089 $ $ 6D3010 1090 § $ 61)3010 1091 § $ 61)3010 1092 - $ - $ 603010 1093 E $ 6030 1094 10 § § 603010 1095 - $ g Total Misc.Subcontractors $ I Professional Services COMIDany Name/Descd tion Quantity r Unit Cost aEsnd150 Professional services 603125 1501 Increased Sco eto En ineedn Services-Carollo 1.00 LS $ 755,266.00 0U3125 1502 SCADA S stem Pro ramin Technical and Construction Services 1.00 LS $ 446,000.00 0603125 1503 Materials Testi and S cial Ins ection Services 1.00 LS $ 125810.00 603125 1504 Baseline and H draulic Profile Control Surve i 1.00 LS $ 19,600.00 603125 1505 State Revolvin Fnd E ineerin Services Su -Camillo 1.00 LS $ 66,000.00 603125 1506 $603125 1507 $603125 1506 $603125 1609 $ 603125 1510 1 $ $ 603125 1511 $ $ 603125 1512 g $ 603125 1513 $ $ 603125 1514 § $ 603125 1515 1 $ Total Professional Services $ 1,412,676.00 C.rup.nv Name I Description Qujnj,jX UnitMeasure Unit Cost Extended Cost I Inter-Company Services 160 Inter-Company Services 603020 1601 - 603020 1602 $ 603020 1603 $ 603020 1604 $ 603020 1605 $ 603020 1606 $ 603020 1607 $ 603D20 1608 $ 603D20 1609 $ 603020 1610 $ Total lntercomparry Services $ END OF SHEET 1 0 Subconvaclars Page 4 of 13 Job Cost Estimate Equipment Job N. Project N.— Revision Did. JCE M-I I 10061n0 4NNrP Upgrades Construction x Warx0ls n6p8 Ins Input Only Light Yellow Colored Cells 200 Equipment E u —I Namat Su lie. uenlX Une Measure Un0 Coal Forkara Sol.Pe 200 Mechanical E ul maM 808410 m01 s S s $ awill 2002 S $ $ $ GWIII 2003 3 s $ $ SWID 2004 5 f $ $ 608110 2005 S f S 5 own 2006 $ S $ S 606n0 2007 $ S $ $ 611H10 2008 3 6 S S 608410 2008 E S S $ 606,1110 2010 $ S $ $ 6a64to 2011 $ $ $ $ 606410 2012 $ $ S $ SH410 Mi3 $ $ S $ 606410 I S $ $ $ 606410 S S S $ 606410 S $ S $ 606410 E $ S $ 606410 E 5 S $ w6410 S S S $ 6064fo $ $ $ $ Total Mechanical E ul ment S E u mend Nama'Su uamn Unil Measurt1 Unn Coal Sears,PaN teMetl Cost R10 EIMXeeIE maM 606410 xtot UUU LE $ $ $ $ 6o64t0 2103 S 5 5 $ W6410 1 May I $ 606410 1 21" 1 1 1 $ 3 S $ Trial ENdticelE uI M 320 Intercompany Equipment 6064m 2201 $ $ $ $ MM10 1 2202 3 E E 5 W6410 1 2203 5 $ 3 Bo6410 1 2204 5 $ $ $ 60fi410 3205 t, 3 $ Total losentranupon,Ecaunprepard $ Eautm--anwSueofin, Queen, Unil Measure 1 Unit Coal S .e Ports xl0 OOwrE ul meM 111410 2101 § j $ $ 606410 R103 E $ $ E 6a641. 210o E f f E 606410 2]04 E $ $ $ 60B410 2"S E $ 5 E Total Other Equipmant 1END OF SHEET 2 0 Egmp—ra Page 5 a!IB ®� �—����00000 00000ao®00000000aom©oo�a000 ®�i"'TT��m�000 oa�i0000aa000a0000000 oov_000aoo �m�o�:a000. ..... m.. .mmmmommmmmm —�—���o000000000a=oommmmmmmmmm�mooaoo �_®_ �m�_00000000000oo_o�ammmmmmmmmmo_m00000 ®®����00000 000000a�o��m mm mmmmmmmomoa000 == ===�a��o�a�a0000000=oommmmmmmmmm�oo�a�ao ®���m�����mmm mmmmmmmommmmm mm mmmmmomo�������.� ��=��=00000 ooa0000=00000 00 0oo®®�m00000 gym' ���00000aoaaooaommmmmmmmmmmm�moovoo ®�^�^-�^��_m�_��0000000000oo_oommmmmmmmmmv_m00000 �a �m���voo���.����,��.���000mmmmmmmmmmmmaa0000�� ME_cv.+a®. --^-•^^•^-+�+��_m�_000000000000m_000000000a0ov_000000 "5�.���� v �=�� o0000000v000000a0000av000000 Mzmm 0000000000�000000000000=aov000 �®zap^�m�00000aooaoao�am��oa00000000v000000 �® ������a��000v00000 a000000a0000aaao�����.��� MEMM �m�00000aooaoov�'m�����.�����e�.a��000va00000 =��=000000000000=000000aooaoo�aa0000 Tsai-`-aa a �e. .nrn�.�..��r =.v:.u�®mm�am�e.ire.�mrere.ervrvcaa�nces�*e��mamm�racmm�rm�mc��m®ma�nmv^�amni�m�mmc�racv�eec�a ��®n��:�n®mmmmmmmmmmm mmsmmmmmmmmmmmmm•mmmmmm ��®�mm-mm mmmmmmmmmm�mmmmmmmmmmmm=mmmmmm _mcas^��_®_�mm_mmr�i�r�m��i����e�ev.mmmmmmmmmmmmvmmmr��ere ����m� mmmmmmmmmmm=mmmmmmmmmmmm=mmmmmm ®mom��r�mmmmmmmmmmmm�mmmmmmmmmmmm�mmmmmm ®_�_ �_®_®_mmmm�ammmmmmmv,mmmmmmmmmmmmv_mmmm�a� �m- �amnmm®mmmmmmmmmmmmr�mmmmmmmmmmmm[mtmmmmmm ��®�mm�mmmmmmmmmmmm=mmmmmmmmmmmm�mmmmmm �0cac.-v_m� m m m m ar �cram�e��r��amm��race���av,mmm�amr��a�ammm.m�e�er��ere caaam�®�®ma�mmmmmmmmmmmm��mmmmmmmmmv_mmmmmm �m ®®®mmmmmmmmmm��mmsmmmmmmmmmmmmcm,mmmmmm r.eamc�x.+®®®®mmmmmmmmmmmmmsmmmmmmmmmmmmcmtmmmmmm o���c�mmmmmmmmmmmm�mmmmmmmmmmmm�mmmmmm �m®®®®mmmmmmmmmmmm�_mmmmmmmmmmmmm•mmmmmm cuss® rammsmmmmmmmmmmmmmsmmmmmmmm��mmmcm,mmmmmm �o��m®mmaremmmmmmmmmmm�vmmmmmmmmmmmm��mmmmmm -- ==�mmmmmmmmmmm=mmmmmmmmmmmm=mmm�®® Job Cost Estimate Labor Schedule n Job Cost Estimate OLIA 2013 Palm Springs CPM W VE TER Labor Rates Job No. Project Name Revision Date JCE Model V, e PS CPM Group 2013 City of Palm Springs Rates By Class Labor Burdon Indirect Portion Portion OH/Hr FBC 601025 601382 607670 Rates Project Manager PM 3000 $ 161.59 $ - $ 161.59 Sr. Project Manager(SPM) 3050 $ 175.16 $ - $ 175.16 Principal 3100 $ 240.52 $ - $ 240.52 Admin 3200 $ 71.11 $ $ 71.11 Construction Manager(CM) 3300 $ 111.74 $ - $ 111.74 Assistant Project Manager 3400 $ 135.05 $ - $ 135.05 Sr.Construction Manager(SCM 3500 $ 147.94 $ - $ 147.94 Sr. PM w/Travel 3600 $ 189.46 $ - $ 189.46 X 3700 Labor Burdon Indirect Portion Portion OH/Hr FBC 601025 601382 607670 Rates Project Manager PM 3000 100.00% 0.00% 0.00% 100.00% Sr. Project Manager SPM 3050 100.00% 0.00% 0.00% 160.00% Principal 3100 100.00% 0.00% 0.00% 100.00% Admin 3200 100.00% 0.00% 0.00% 100.00% Construction Mana er CM 3300 100.00% 0.00% 0.00% 100.00% Scheduler/Estimator 3400 100.00% 0.00% 0.00% 100.00% Sr.Construction Mana er SCM 3500 100.00% 0.00% 0.00% 100.00% Project En ineer PE 3600 100.00% 0.00% 0.00% 100.00% X 3700 END OF SHEET 2013 Labor Rates Page 8 of 13 Job Cost Estimate Travel & Living O VEOLIA Job No. Project Name Revision Date JCE Model 1006740 WWTP Upgrades Constructlon 2 12/19/2014 vi nPS Instructions: Input Only Light Yellow Colored Cells 11 Travel & Living No.of Trips !Negotiations Phase 0 Engineering and Design Phase 0 Neil Clifton Construction Phase 11 Visit 10 Factory Equipment Witness Tests 11 Ave.Trip Duration(Days) 1 Witness Tests Average Airfare/Ex edia Charges Round Trip $ 350.00 Witness Tests Average Hotel Costs Per Night $ 150.00 Witness Tests Breakfast,Lunch,Dinner Meals Per Oa $ 75.00 Witness Tests Business Meals Lump Sum $ Average Rental Car Per Da $ 70.00 Witness Tests Rental Car Fuel PerDay $ 35.00 Witness Tests Commuting Mileage Lump Sum $ Airport Parking,Taxis,Tips,Tolls Lum Sum $ Extended Cost Units Cost I Extended I N Tri s 601910 4000 Breakfast,Lunch,Dinner Meals 2 $ 75.00 $ 150.00 11 $ 1,650.00 601910 4000 Business Meals 1 $ - $ - 11 LL $ 1,650.00 601915 4000 Airfare l Ex edia Cha es 2 $ 350.00 $ 700.00 11 $ 7700.00 601915 4000 Hotel 1 Lod in 0 $ 150.00 $ 11 $ 601915 4000 Rental Car/Rental Gas:1 2 1 $ 105.00 $ 270.00 11 $ 2,310.00 601915 4000 1 Local Mileage 1 1 1 $ $ t $ 601915 4000 1 Travel-Other 1 1 $ - $ - 11 $ Average Trip Costs $ 1,060.00 $ 10.010.00 Total TBL Budget $ 11,660.00 OtherTravel & Living - Project Duration Months 0 Number of Team Members 0 Extended Cost CosVMo. 602515 4000 Office Supplies-Other Month 1 $ 602810 1 4000 Posts a/UPS Charges Month 1 $777775 604610 1 4000 Mobile/Cellular Telephone Month $ $ Cell Phone Con/erence CaIIslWehcasts Intemet ServlceNPN Pager Phone/Accessories Total T&L Other $ END OF SHEET 4.0 T&L Page 9 of 13 Job Cost Estimate O VEOLIA Construction Manager (CM) Travel & Living WAlCR Job No. Project Name Revision Date JCE Model 1006740 WWTP Upgrades Construction 2 3/9/2015 v1.8 PS Instructions: Input Only Light Yellow Colored Cells 1 (CM) Travel Construction Phase Months Number of Trip;per ri ;per Month Total No.of Tri s Ave.Trip Duration Da s Average Airfare/Ex edia Charges Round Trip $ Average Lodging Costs Per Month $ Breakfast,Lunch,Dinner Meals Per Da $ Business Meals Lump Sum $ Average Rental Car Per Da $ Rental Car Fuel Per Da $ Local Mileage Lump Sum $ Airport Parkin ,Taxis,Tips,Tolls Lump Sum $ Extended Cost Units Cost I Extended I#Trips 601910 4100 Breakfast,Lunch,Dinner Meals 0 $ $ 0 $ 601910 4100 Business Meals 1 $ - $ - 0 $ 5 - 601915 4100 Airfare/Ex edia Char es 1 $ $ 0 $ 601915 4100 Hotel/Lod in 1 $ $ 24 $ 601915 4100 Rental Car/Rental Gas:1 0 1 $ $ 0 $ 601915 4100 Local Mileage 1 1 $ $ 0 $ 601915 1 4100 1 Travel-Other 1 1 $ - I $ - 1 0 $ Average Trip Costs $ - $ - Total T&L Budget 8 OtherCM Travel & Living - !Project Duration Months 24 Number of Field Staff 2 Extended Cost Cosf/Mo. 602515 1 4100 Office Su lies-Other Month I$ $ 602610 1 4100 Poster a/UPS Charges Month 1$ $ 604610 1 4100 Mobile/Cellular Telephone Month I $ § Cell Phone Conference Calls Webcasts Internet Ser nceNPN Pager Phone/Accessories Total T&L Other § END OF SHEET 4.1 CM T&L Page 10 of 13 Job Cost Estimate Q VEOIIA Taxes - Bonds - Other WATER 1006740 WWTP Upgrades Construction 2 3/912015 V1.8 Ps Instructions: Input Only Light Yellow Colored Cells Extended Cost Contract Value Rate/Amount 602810 5000 Frei ht General) In E .No.&Not Used) LumpSum $ - $ 604310 5000 Surety Bonds Consult Indianapolis) $ - 0.00% $ - 604310 5000 Bid Bonds Consult Indianapolis) $ 0.00% $ - 604320 5000 Builders Risk Insurance Consult Indianapolis) Lump Sum $ - $ - 607070 5000 General Liability Insurance 0.000% $ - 607315 5000 Sales&Use Tax $ - 0.00% $ - 607615 5000 License/Permit Fees Lump Sum $ $ 607675 6000 Estimate $ - 5.0 TAXES-BONDS-OTHER Page 11 of 13 Job Cost Estimate O VEOLIA General Site Costs WATER 1006740 WWTP Upgrades Construction 2 3/9/2015 Vt.a PS Instructions: Input Only Light Yellow Colored Cells 11,1111111111111111111111 11 Construction Phase Months 2a Extended Cost CosUMo. 602510 6000 Office Equipment Rental/Lease Month 1 $ 400.00 $ 9,600.00 603010 6000 Cleaning/Janitorial Month 1 $ 60.00 $ 1,440.00 604610 6000 Lon -Distance Telephone Month $ 75.00 $ 1,800.00 606110 6000 Water Month $ - $ - 606115 6000 Electricity Month $ 606125 6000 Sewage Month $ - $ 606135 1 6000 Utilities-Other Month $ - $ 606420 6000 1 Equip/Trailer Rental Month $ - $ 607635 1 6000 lofice Supplies Month $ 400.00 $ 9.60!. Total Site Costs $ :40.00 See Accounting 6000 CM Living/Travel Expenses Unit Cost —Mileage Month $ 1,125.00 $ 27,000.00 Furniture Rent Month $ - $ - Gas and Elect Month $ - $ - Cable TV Month $ - $ - Food$200/Wk Month $ - Phone Month $ - $ - Cost Per Month $ 1,125.00 Mileage= 100 miles rd trip/day x 20 days x$0.56/mile=$1,125.00 Total CM Living Expenses $ 27,000.00 6.0 General Site Costs Page 12 of 13 Job Cost Estimate Fleet -Vehicles & O VEQIIA WATER Start-Up Chemicals . . 1006740 WWTP Upgrades Construction 2 3/912015 vta Ps I nstruZIProject Input low Colored Cells Duration (Months) 0 Number of Vehicles 1 0 Extended Cost 602210 6100 Vehicle Lease Expense Month Ea. $ - $ 602215 6100 Vehicle Fuel - Gasoline Week Ea. $ - $ 602215 6100 Vehicle Maintenance Month Ea. $ - $ 602215 1 6100 Other Vehicle Expense Month Ea. $ - $ Total Fleet Vehicle $ - 605210 6200 Start-Up Chemicals Chemicals Caustic Lump Sum $ - Sodium H pochlorite Lump Sum $ - Diesel Fuel Lump Sum $ - Seed Sludge Lump Sum $ - Ferric Chloride Lump Sum $ - Pol mer LumpSum $ - Other S eci Lump Sum $ - 603010 6201 Other Outside Services Acceptance Test Lab Lump Sum $ - Sampler Rental Lump Sum $ - Other(Specify) Lump Sum $ - Other(Specify) Lum Sum $ - Other(Specify) Lump Sum 1 $ - Total Start-up Costs 6.1 Fleet& Start-up Chemicals Page 13 of 13 EXHIBIT "D" SCHEDULE OF PERFORMANCE Services shall be provided throughout the entire duration of the contract time associated with the City of Palm Springs Wastewater Treatment Plant Upgrade, City Project No. 15-14, and shall include such other time required during pre-construction and post- construction phases. It is anticipated that the term of this Agreement shall commence on April 1, 2015, and shall proceed for a maximum term of three (3) years, through April 1, 2018, unless otherwise extended upon mutual agreement by the Contract Officer and Veolia. Exhibit "D°