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HomeMy WebLinkAboutC-4527(H) - PSA for Civic Center Ongoing Commissioning Services (Newport Beach Civic Center)v to PROFESSIONAL SERVICES AGREEMENT WITH GLUMAC FOR CIVIC CENTER ONGOING COMMISSIONING SERVICES CJ THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this 13th day of November, 2013 ("Effective Date'), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and GLUMAC, a California corporation ("Consultant'), whose address is 617 West 7th Street, Suite 500, Los Angeles, California 90017, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to implement an ongoing commissioning process for the Civic Center to assist the City in the building operations and to provide services that will keep the building systems optimized and energy efficient ("Project"). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2015, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed One Hundred Twenty Thousand Dollars 001100 ($120,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. Glumac Page 2 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, act, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term, Consultant has designated Elise Wei to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5,2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 53 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. City's Assistant City Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7, CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will Glumac Page 3 perform all Services in a manner commensurate with the highest professional standards. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one (1) or more first- class firms performing similar work under similar circumstances. 8.2 All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and the highest professional standard. 8.3 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy Glumac Page 4 limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 10, INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. Glumac Page 5 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16, SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17, OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. Glumac Page 6 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat, 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Consultant's Documents provided under this Agreement. 3�)l7Xdi7T�>;� Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be Glumac Page 7 borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23, CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Steve Badum, Assistant City Manager Public Works Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Steve Carroll Glumac 617 West 7th Street Los Angeles, CA 90017 Glumac Page 8 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant, In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. Glumac Page 9 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments, This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 28.11 No Attornevs' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees, 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Glumac Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: DCITY ate: ATi( �S OFFICE go Aafon C. Harp City Attorney ATTEST: 106-13 Date: 0 Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By : 0e6D Keith D. Curry Mayor CONSULTANT: Glumac, a California corporatio Date: Steve Caroll Vice President Date: o 9 Ang'a�C of Financi I Off icer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Glumac Page 11 • ' • Glumac Page A-1 September 18, 2013 Steve Badum City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 T (949) 644-3309 sbadum@city.newport-beacti.ca.us Subject: Ongoing Commissioning Services Fee Proposal Project Newport Beach Civic Center Dear Mr. Badum, Glumac is pleased to submit this fee proposal for ongoing Commissioning Services for the Newport Beach Civic Center project located in Newport Beach, California. We look forward to the opportunity of being part of your team. Please contact me if you have any questions. Sincerely, GLUMAC Steven Carroll, P.E., CxA Principal LEEDa"AP BD+C SLmglo - Pottand - C"va4i,� - Savninemo - Sail F,;n c f= 617 AF Rh St, S WU 5W T. 213.239.8866 F 213138,2&16 xmL Slikon %aqQY - Las Vegas - uls An0o,' - ➢N 1, o - Sin rdhai Lo a Ati7 0 tas, CA 9W 17 L in 114 6NIM gINTJ [me] mom Nome]: e WA, September 18, 2013 Newport Beach Civic Center EXECUTIVE SUMMARY PROJECT UNDERSTAWNG With natural ventilation, radiant heating and cooling, and displacement air systems, the Newport Beach Civic Center (NBCC) is one of the most sustainable and energy efficient buildings constructed in Southern California. These systems are interactive and complex, and over time they will begin to operate below their intended efficiency and will require ftequent attention, calibration, and maintenance to ensure they are being optimized. This will ensure that the City is realizing the fullest potential of their investment. For example, sensors may fall out of calibration, building use could change, and minor adjustments in the controls sequences could have major effects on how the systems interact. The City has invested in an Energy Dashboard as well as a state of the art Building Automation System (BAS). These two systems generate huge amounts of data that can be used to analyze the building and identify system faults that would normally be invisible to the building operator. Glumac was the Building Commissioning Authority during the Design and Construction of the building and was involved with the project from the early phases of design through the first year of occupancy as part of the SEED Commissioning Requirements, To assist the City in the building operations and to provide the services that will keep the building systems optimized and energy efficient, we propose implementing an Ongoing Commissioning Process. Ongoing Commissioning is a four -step implementation process followed with a step-by-step continuous improvement cycle, It analyzes the building information gathered from the BAS, Utility bills, the Energy Dashboard, and actual onsite building system operations. The four steps are detailed below. Seaale-Por"rentl *Sin Francisca Bi 74 V. 7th St.;, nate SUq T. V3.2aS.9 v»F273.239AII Vkccr, Valay• Lae Volas -Los Angela,,,+}rugs=-Sha„gh4i Las Anil 010a,£& SW17 CiUsems SP=mpboi,ProposalsiNewpori Beach Civic CenlerOngoing Cmnmissianirg Rt de" r 1 Steve Barium City of Newport Beach September 18, 2013 Page 2 FIJI ISSUES VERIFY RESULTS COLLECT DATA & TRACK PERFORMANCE r WWROW WN M Ongoing Commissioning is a long-term strategy for supporting the continuous improvement of building systems. It is fueled by the hardware, software, people, and processes that make optimization a regular part of building management. At its core, Ongoing Commissioning Is a process that monitors how efficiently a building meets its occupants' needs, which includes maintaining: r Comfortable temperatures and humidity I Ventilation requirements .. Lighting requirements The goal of building operation is to achieve optimal occupant comfort with the least amount of energy consumption. Buildings that achieve this balance do so by addressing the two main elements of building performance: 1) System Tracking for HVAC and lighting systems, 2) Energy Tracking for the whole building and wherever submeters are in place. The Newport Beach Civic Center already has a robust tracking system from the building operations, meters, and submeters for whole building energy tracking. Suaata+ Por*acd 3 Sorvaft-Ssoramau Sao Farisca 617 VV Ytii St, Svity X00 T.V313939115 F213.239MIi Uic to VaNwy-t29Vpaa5 4csAn(i 4A W tr4hi—ShnnghRi OsAng6mp AW,014 rw Steve Badum City of Newport Beach September 18, 2013 Page 3 The City should address both sides of the coin to reap the full rewards of tracking building performance, since each side can answer different questions about building operation. The Figure below shows how meters and controls gather data system or energy performance for HVAC, lighting, and plug load systems. ENERGY TRACKING SYSTENI TRACKING • Amiimproving overtime? . Are systems behaving as they should? • Am t using what 1 expected? • Where are the problems? • Now do l compare to my peers? • How efficient are my systems? Gas Meter Electric Meter a i I r I'm Building Automation iv — System Control &Afonhoring Points HVAC s Lighting Control & monitoring Points The Building Commissioning Process that is in place at the NBCC is ensuring that the systems are designed, installed, and operating according to the design intent. However a building is similar to a car; you need to continuously tune up your car in order to keep it running smoothly and keep it fuel efficient. Buildings require the same process. Once a building is in operation, the total energy use will increase as the efficiency of the building systems gradually declines. With an Ongoing Commissioning process in place, the City can continually tune up its building, keeping it comfortable and energy efficient. An Ongoing Commissioning Process is a natural complement to the Commissioning Process already in place at the NBCC. 3e[+[tt9•FerSv�ttai •C,•rvaai>•SaeranaexiE' Skn ftanc'sco BEJt?Iith St.,SuitA5W 7293.239&1 F.213.239.3316 •+ Sflkan l�ar2ey+Laa Vegas*iiss Arr3xl2s•ir,�mx +."rMsmq�mi ens n.i;xites, Cw S'e717 Steve Badum City of Newport Beach September 18, 2013 Page 4 PROPOS ED' S COPE OF WORK: It is common with a complex building like the NBCC that the energy use in the early stages of occupation are typically the highest. As the occupants and operators alike get familiar with the building and all the nuances that go with the proper operation, the energy use tends to decrease if the systems are property monitored and maintained. The first step in the Ongoing Commissioning Process is to determine a "benchmark", the level at which the building efficiency will be measured against. This benchmark was theoretically determined using an Energy Model in the design phase. Now, with actual data obtained from "t the BAS, Utility Bill, the Energy Dashboard, real weather data, and onsite inspections, we can determine the actual operating benchmark. Glumac will gather the necessary information and develop the Energy Use Index (EUI) for the building. EUI expresses a building's energy use as a function of its size, occupancy type, and other characteristics. The EUI is expressed as energy per square foot per year. It is calculated W by dividing the building's total energy consumption in one year (measured in kBtu) by the total gross floor area of the building. Generally speaking, a low EUI is good (e.g. 70-$0 for an office building). The EU1 of the NBCC is then compared to similar buildings around the country. 1. Glumac will collect and analyze the building data taken from the following sources: a. The Building Automation System — i. Glumac is already familiar with the BAS and its trending capabilities. Trend data will be gathered and analyzed just as it was used to analyze building performance and functionality during the initial commissioning process. Glumac will collect and review operational information such as: • Scheduled start stop • Zone temperatures and set points • Return air temperatures • Outside air temperature • damper positions and economizer mode • Valve positions and supply air temperatures + Chilled water supply/return temperatures • Condenser water supply/return temperatures it, Glumac will monitor the alarms to identify small issues before they become large issues. Typically, BAS alarms can be configured to expose a system fault, a problem relating to occupant comfort, or an occupant -driven change with a damaging impact on energy. BAS alarms will signal when a data point is outside of a predetermined threshold. For example, the temperature in a zone may exceed the setpoint temperature by a certain amount, or the chiller may experience higher pressure than it was designed to handle. When the threshold is exceeded, the system may send an email to key personnel, or flash an icon on the BAS user interface. If needed, Glumac will perform a site inspection to further identify issues that arise and will work with the City to develop an Action Plan to resolve those issues. SeutttaaRtiixand• or xY�s Sa4aarcoa� <ean lsmcstco 6'„1.7th St, Suite SW T. M.232?866 F 253.239,,31 "If SelfcunV.iea-Osvggas-tel. Ar,;PIW4-PtWae+Shrigysni t-e$.i(t�RFaS, �k5L�i7 "I. Steve Badum City of Newport Beach September 18, 2013 Page 5 b. Site Visits I. Glumac will conduct a Monthly Site Visit with a Sr. Building Operations Cx Agent to view first-hand the equipment and systems in operation. There is no substitute for first-hand knowledge of building systems in operation. Excessive noise, vibrations, dirt or debris, broken dampers or sensors, etc cannot be identified by remotely monitoring the building. ii. In some cases there may be issues identified based on the remote monitoring of the BAS and Utility Bills that require a site visit in addition to the regularly scheduled site visit. Glumac will communicate this with the City and reach an agreement prior to visiting the site. c. Energy Consumption I. Utility bill analysis will help us understand the building's energy use patterns over time and detect and investigate high energy use. This m analysis offers a more precise look at the energy use of buildings and will allow us to update and trend the building energy use index over time. ii. Sub -meter data can be trended to quickly identify energy issues within various systems before they become a significant revenue loss. iii. Demand limiting reduces the peak power measured in kW which assists with lowering the building utility bill demand charges. Demand charges can be trended to identify and mitigate spikes in kW demand. 2. Reporting a. Monthly — Glumac will provide a Monthly Ongoing Cx Report. The report will include but will not be limited to: I. An Executive Summary of the past month's work. An overview of the energy use and issues identified and their resolutions. ii. Analysis of the trend data taken from the BAS, what it means, potential issues, etc. iii. Energy Analysis taken from the Utility Meters, sub -meters, bills etc. Correlated to the BAS data to identify trends that affect overall energy use and building comfort. iv. Site Report based on walkthrough of the building system (performed monthly) and conversations with City Facilities Staff. b. Quarterly - Glumac will provide a Quarterly Ongoing Cx Report. The report will include but will not be limited to: i. Similar to the information given monthly including apparent trends in the operation and energy use in the building. ii. Recommendations to improve the building efficiency over the next quarter. Ill. Includes a face to face meeting with the City to review the Report and answer any questions. c. Yearly - Glumac will provide a Yearly Ongoing Cx Report. The report will include but will not be limited to: i. An Executive Summary similar to reports provided Monthly and Quarterly Reports, Seac14 PonlandCory ASa.Yafo-wrm-`an Frana 617 VV lith Ft, SLit6 VaW T 211M Hai E 218239.61116 L a^' S�BsasnVa;Iay•taa yega5•ior Ria �;ea�tiva.� ahrr.+,razxi '»ut Gnvesaa, CrA'iWl r F 61 J Steve Badum City of Newport Beach September 18, 2013 Page 6 ii. A detailed analysis of the annual energy consumption and operational issues and resolutions. ill. Proactive Plan for the upcoming year to increase efficiency. iv. A review of the maintenance records of the equipment and systems, any trends seen in the maintenance such as early wear and tear on the equipment, higher than expected energy use. v, Update the EUI. ASSUNAPTIONS The following assumptions are made in the preparations of this proposal: 1. We include the use of digital photography with the reports in order to describe existing conditions and identify O&M requirements. 2. We anticipate that the work will be performed during normal business hours between 6:00 AM and 6:00 PM. seJUN,,. FarSand eist vjk= Sxsn r; ar"o'' O V7 S:. M, sr, swty 7 213.2a4162&�?", r 219.'23g.S�Vk 6Ar2vn9.1,y »Gov W ShRogh'i Lns rArgq las' CA&XII �W4011:lbd� Glumac Page B-1 In Steve Badum City of Newport Beach September 18, 2013 m, GY +5 «9 rt C PROFESSIONAL FEES You will be invoiced monthly based on the following fee structure: Additional Site Visits Billed hourly according to our published rates, see attached rate form. The monthly rate is valid and will not be raised for a period of 24 months from the date of signing. REIMBURSABLES In addition to the above fee, you will be invoiced for reimbursable expenses plus a 10% reimbursable mark-up fee. Reimbursable expenses include air travel, mileage, rental car, lodging and per diem, CAD plots (at our blueprint service provider's rates), printing (at FedEx Office rates) and messenger service. Seagin PwVand*Cunass-Saceaive,,b-.,m NmiM1co 6174+. 7m St, 800'.-W T 213:39 M, F. 213.239 M6 •.• Silicnfl 4iQq-t,xs Wjas-Ln+ AngeIea 4nvfl- 9tha,+,,�i lt.S AnVAM,17 Commissioning Agent $150 Energy Analysis $110-$160 CFD Analysis $120-$200 Commissioning Coordinator $100 Lighting Design $110-$160 Project Manager $160-$200 Technology Integration $130-$180 Design Principal $225 Project Coordinator $100 Project Engineer $140-$190 Project Assistant $70 Project Designer $100-$160 Construction Manager $130-190 M $105 - $165 CAD $75-$105 " Drawing Plots & Prints (Color/Bond) At cost (prevailing printer rates) Travel, Lodging, Transportation At cost Printing, Reproduction, Photography At cost Mileage At prevailing IRS Rate/Mile {0 .W11:1iiiii? INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3, Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily Injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, one million dollars ($1,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented Glumac Page C-1 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Glumac Page C-2 Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. 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. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Gluma ��._. c Page C-3 CITY OF aEW PORT. _1 J OBEACH " � P City Council Staff Report Agenda Item No.13 November 12, 2013 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: City Manager's Office Stephen G. Badum, Assistant City Manager 949-644-3002, sbadum(a-)newportbeachca.gov PREPARED BY: Stephen G. Badum, Assistant City Manager APPROVED:—-�✓�� TITLE: Professional Services Agreement for Ongoing Commissioning Services for Civic Center with Glumac ABSTRACT: This action will establish a two year contract with Glumac for ongoing commissioning services for the City Hall Office Building to ensure continued efficient operation and maintenance of the building's HVAC and lighting systems. RECOMMENDATIONS: 1) Approve the Professional Services Agreement with Glumac, and authorize the Mayor and the City Clerk to execute the agreement. 2) Approve Budget Amendment No. 14BA- 021 appropriating $40,000 from the unappropriated General Fund balance to M&O Account No. 3140-8244. FUNDING REQUIREMENTS: With the approval of the requested budget amendment in the amount of $40,000, sufficient funds are available to fund the contract for the remaining fiscal year. The balance of funding will be included in the M&O budget for subsequent fiscal years. DISCUSSION: The City's new Civic Center utilizes the state of the art building automation systems to achieve sustainability and energy efficiency. The building automation system controls lighting, heating, automated venting, and conditioned air systems (HVAC). These Professional Services Agreement for Ongoing Commissioning Services for Civic Center with Glumac November 12, 2013 Page 2 systems are complex and highly adjustable in their operation, and require a high level of expertise and monitoring to ensure maximum efficiency and energy savings. Rather than adding additional highly skilled employees to the City payroll to operate and maintain these systems, staff believes that these services are best contracted out to the private sector. Glumac was hired by the City to provide initial building commissioning services for our automated systems during the design and construction phases of the project. Building commissioning is the process of adjusting and monitoring the building systems to efficiently achieve a comfortable work environment while maintaining maximum efficiency and minimizing energy costs. They are currently completing those services as we move closer to achieving LEED Gold status for the building. Staff recommends that the City enter into a two year on call contract with Glumac to provide ongoing building commissioning services. The proposed scope of work includes: • Collection of building data using inputs from the building automation system, site inspections, and review of energy consumption. • Analysis of building data to detect performance issue and report results. • Diagnose issues and identify potential solutions. • Assist the City in coordinating repairs and adjustments of the systems and verify results. The proposed cost of the two year contract is $120,000. Glumac will bill on a time and materials basis per the fee schedule attached in the agreement at an estimated monthly fee of $4,600. Staff has included an allowance of $9,600 for potential additional service visits and reimbursable costs. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. 2 Professional Services Agreement for Ongoing Commissioning Services for Civic Center with Glumac November 12, 2013 Page 3 NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). Submitted by: 5: Badum City Manager Attachments: PSA with Glumac Budget Amendment Attachment A PROFESSIONAL SERVICES AGREEMENT WITH GLUMAC FOR CIVIC CENTER ONGOING COMMISSIONING SERVICES THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and entered into as of this 13th day of November, 2013 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and GLUMAC, a California corporation ("Consultant'), whose address is 617 West 7th Street, Suite 500, Los Angeles, California 90017, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to implement an ongoing commissioning process for the Civic Center to assist the City in the building operations and to provide services that will keep the building systems optimized and energy efficient ("Project'). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on December 31, 2015, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 4 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Consultant shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, In the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed One Hundred Twenty Thousand Dollars 001100 ($120,000.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit monthly invoices to City describing the Work performed the preceding month. Consultant's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Consultant only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. Glumac Page 2 s 4A Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated Elise Wei to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed In Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant Is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. City's Assistant City Manager or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant In the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of all existing relevant Information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will Glumac Page 3 perform all Services in a manner commensurate with the highest professional standards. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one (1) or more first- class firms performing similar work under similar circumstances. 8.2 All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and the highest professional standard. 8.3 Consultant represents and warrants to City that it has, shall obtain, and shall keep In full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS 9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Consultant's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Consultant, Its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy Glumac Page 4 limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of Insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. Glumac Page 5 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are Identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of any subcontractor. Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City Is an Intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17, OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant, and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. Glumac Page 6 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. % CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services In this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged Infringement of any United States' letters patent, trademark, or copyright, Including costs, contained in Consultant's Documents provided under this Agreement. 20. RECORDS Consultant shall keep records and Invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 21. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue Work as a result of such withholding. Consultant shall have an Immediate right to appeal to the City Manager or designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on Its Investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional Inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be Glumac Page 7 10 borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 Consultant or Its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act'), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mall, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: Steve Badum, Assistant City Manager Public Works Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Steve Carroll Glumac 617 West 7th Street Los Angeles, CA 90017 Glumac Page 8 11 26. CLAIMS Unless a shorter time Is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Consultant shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Consultant's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Consultant in writing as unsettled at the time of its final request for payment. Consultant and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Consultant shall be required to file any claim Consultant may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed In default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at Its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 28.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. Glumac Page 9 12 28.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 28.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either parry by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 28.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 28.10 Egual Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 28.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Glumac Page 10 13 IN WITNESS WHEREOF, the :parties have caused this Agreement to be executed on the dates written below. APPROVED, AS TO FORM: CITY ATTORNEY'S OFFICE Aaron C: Hai City Attorney ATTEST; By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Keith. D, Curry Mayor CONSULTANT: Glumac, a California corporation Dake: By: Steve Caroll Vice President Date: By: Angela Sheehan Chief Financial Officer [END OF SIGNATURES) Attachments: Exhibit A— Scope of Services Exhibit B - Schedule of Billing Rates Exhibit C— Insurance Requirements Glumac Page 11 14 EXHIBIT SCOPE OF SERVICES Glumac Page A-1 15 r wi coo rn BuNdtng ComtYrisafaning Assoclation SeplemVer 18, 2013 Steve Badum City of Newport Beach 100 Civic Center Drive Newport Beach, C,d.OMO -r 1949) 644.3309 sbadum@clly.nuwpon-boach,ca. us Subject: Ongoing Commissioning Services Fee Proposal Project : Newport beach:Civic Center pear Mr. Badum, Glumac 1s pleased to submit this. fee proposal for ongoing Commissioning Services for the Newport.Beach Civic Center project located in Newport Beach, California: We look forward to the: opportunity of being part of your team, Please contact me if you have any questions: � Sincerely, ^iinccertelyy,VI A Steven Carroll, P.E., CxA Princigat LEED AP BDIC 'sostda+roniaod«Co7yntis+Saatdnmdm-Son fradtisca 617 VV711t St, 'SOD W T211123UW E213.2.191VO .1 S?Eitan 4atu,y+tns tM9ns+tos Antlalns«Irvian «ShxltgAsi Las Aqulas.CA 17 .- 16 IT 9 V D .J V l,. .J ONGOING COMMISSIONING SERVICES PROPOSAL September 18, 2013 Newport Beach Civic Center EXECUTIVE SUMMARY PROJECT UNDERSTANDING With natural ventilation, radiant heating and cooling, and displacement air systems, the Newport Beach Civic Center (NBCC) is one of the most sustainable and energy efficient buildings constructed In Southern California. These systems are interactive and complex, and over time they will begin to operate below their Intended efficiency and will require frequent attention, calibration, and maintenance to ensure they are being optimized. This will ensure that the City Is realizing the fullest potential of their Investment. For example, sensors may fall out of calibration, building use could change, and minor adjustments in the controls sequences could have major effects on how the systems interact. The City has invested in an Energy Dashboard as well as a state of the art Building Automation System (BAS). These two systems generate huge amounts of data that can be used to analyze the building and Identify system faults that would normally be Invisible to the building operator. Glumec was the Bultding Commissioning Authority during the Design and Construction of the building and was involved with the project from the early phases of design through the first year of occupancy as part of the LEED Commissioning Requirements. To assist the City in the building operations and to provide the services that will keep the building systems optimized and energy efficient, we propose implementing an Ongoing Commissioning Process. Ongoing Commissioning is a four -step Implementation process followed with a step-by-step continuous Improvement cycle. It analyzes the building Information gathered from the BAS, Utility bilis, the Energy Dashboard, and actual onsite building system operations. The four steps are detailed below. Soaula -Portland -Corva6ls• Sacramento- San Francisca 617W.7th SL, Suite 560 T.213109,98G8 E213.239.9016 Silicon Valley -Las Vaasa -Las Angeles• Irving- Shanghai los Angeles, CA90017 „v;;, gm:nnc: con: CSUsen19P=uopboMroposanWoupt BeachCMc Center Ongoing CanmisEiMng RI.docx 17 Z OT 0 SIOV6 Barium 'v cliorN , Poo Beach September la, 2013 Peon 2 Fix. ISSUES & VERIFY RESULTS COLLECT DATA & TRACK PW ORMAN CE DIAGNOSE ISSUES & IDENTIFY SOLUTIONS DETECT PeRFORMANCI! ISSUES Ongoing Commissioning is a long.lerm strategy for supporting ilia continuous Improvement of building systems. ILjs fueled by the hardware, software people, and processes that make optimization a regular part of building management. At its core, Ongoingss ComI ,mf inning is.a process that monitors how efficiently a building meats its occupants' needs, which includes maintaining: Com.faii-a.bletemperatures incl, humidity Ventilation requirements Lighting requirements The goal of building operation is to achieve optimal occupant comfort with the least amount of energy consumption. Buildings (hat achieve this balance (to so by addressing the two main elemon(s of building performance: 1) System Tracking for HVAC and lighting systems, 2) Energy Tracking for the whole building and wherever submeters are in place. The Newport Beach Civic Center already has a robust tracking system from the building operations, meters, and submeters for whole bulid4rig energy tracking. 8 0,19 to - Pane ad, colyallis , Soma ilia ale - SR11 h aliciaco 61?V1,7lhSL.Wt6500 0.2314866 K 213,239,6B l5 Silicoa Vdq i Los Voria s - Ins Angelus- InItau - Ilia nghAl U) s, Angaln s, t, A W17 —1 18 r bm j Steve Badum City of Newpari,Beach September 18, 2613 page 3 The City.should address both sides of the coin to reap the full rewards of tracking building performance, since. each side can answer. different questions about building operation. The Figure below shows how meters and controls gather date system or energy performance for MVAC, Lighting, and plug load systems, ENERGY TRACKING SYSTEM TRACKING Am I Improving ever tlmc? Are systems behaving astheyshould? Am I using what t expected? Where are the problems? How do I compete to my peers? How efficient ate mys/stem.? HVAC Building Automation System Control R Monitoring Points Gas Meter Lighting Control & Monitoring' Paints Electric Meter The Building Commissioning Process that is In place at the NBCC is ensuring that the systems are designed, Installed, and operating according to the design intent. However a building is similar to a car, you need to continuously tune up your car in order to keep It running smoothly and keep it fuel efficient. Buildings require the same process. Once a building Is in operation, the total energy use will increase as the efficiency of the building systems gradually declines. With an Ongoing Commissioning process in place, the City can continually tune up Its building, keeping it comfortable and energy efficient. An Ongoing Commissioning Process is a natural complement to the Commissioning Process already in place at the NBCC. Sancta• Pvnlind• C01va9ls• Sacramento -San nnnciseo h17 W. 7111 St„utdta T2i3.228:P.8E6 F.213.2991916 3irmanVaisayLai Nis* ins Augehs,• ovine- Shnnghat los Antiolaa CA 50017 19 @' Steve Badum City of Newport Beach September 18, 2013 UPage 4 PROPOSED SCOPE OF WORK: It is common with a complex building like the NBCC that the energy use In the early stages of occupation are typically the highest. As the occupants and operators alike get familiar with the building and all the nuances that go with the proper operation, the energy use tends to J decrease if the systems are properly monitored and maintained. r' The first step in the Ongoing Commissioning Process is to determine a "benchmark", the level v at which the building efficiency will be measured against. This benchmark was theoretically determined using an Energy Model In the design phase. Now, with actual data obtained from the BAS, Utility Bill, the Energy Dashboard, real weather data, and onsite inspections, we can a determine the actual operating benchmark. 4 =„ Glumac will gather the necessary Information and develop the Energy Use Index (EUI) for the building. EUI expresses a building's energy use as a function of Its size, occupancy type, and other characteristics, The EUI Is expressed as energy per square foot per year. It is calculated a by dividing the building's total energy consumption In one year (measured in kBtu) by the total gross floor area of the building. Generally speaking, a low EUI is good (e.g. 70-B0 for an office building). The EUI of the NBCC is then compared to similar buildings around the country. Glumac will collect and analyze the building data taken from the following sources: a. The Building Automation System — 1. Glumac is already familiar with the BAS and its trending capabilities. Trend data will be gathered and analyzed just as it was used to analyze building performance and functionality during the initial commissioning process. Glumac will collect and review operational information such as: • Scheduled start stop • Zone temperatures and set points • Return air temperatures • Outside air temperature • Damper positions and economizer mode • Valve positions and supply air temperatures • Chilled water supply/return temperatures • Condenser water supply/return temperatures Glumac will monitor the alarms to Identify small issues before they become large issues. Typically, BAS alarms can be configured to expose a system fault, a problem relating to occupant comfort, or an occupant -driven change with a damaging impact on energy. BAS alarms will signal when a data point is outside of a predetermined threshold. For example, the temperature in a zone may exceed the setpoint temperature by a certain amount, or the chiller may experience higher pressure than it was designed to handle. When the threshold is exceeded, the system may send an email to key personnel, or flash an Icon on the BAS user interface. If needed, Glumac will perform a site inspection to further identify Issues that arise and will work with the City to develop an Action Plan to resolve those issues. Senate- Pontrtd-Conagla• Sacramento- San Francisco 917 W. 711) S[. suits 509 1213.7.19.9866 F.2112792319 SJicon Wiley -Us Vegas -Los Anoolas• Irvine• Shanghai las Angeles. CA 50017 r1,i»ucn:r 20 EM 9 Steve Badum City of Newport Beach September 18, 2013 VPage 5 b. Site Visits I. Glumac will conduct a Monthly Site Visit with a Sr. Building Operations Cx Agent to view first-hand the equipment and systems in operation. There Is no substitute for first-hand knowledge of building systems in operation. Excessive noise, vibrations, dirt or debris, broken dampers J or sensors, etc cannot be Identified by remotely monitoring the Vbuilding. ii. In some cases there may be issues identified based on the remote monitoring of the BAS and Utility Bills that require a site visit in a addition to the regularly scheduled site visit. Glumac will ;, communicate this with the City and reach an agreement prior to visiting the site. os c. Energy Consumption 1. Utility bill analysis will help us understand the building's energy use s patterns over time and detect and investigate high energy use, This analysis offers a more precise look at the energy use of buildings and G will allow us to update and trend the building energy use Index over m time. Ii. Sub -meter data can be trended to quickly Identify energy issues within various systems before they become a significant revenue loss. Ili, Demand limiting reduces the peak power measured in kW which assists with lowering the building utility bill demand charges. Demand charges can be trended to identify and mitigate spikes in kW demand. 2. Reporting a. Monthly— Glumac will provide a Monthly Ongoing Cx Report. The report will Include but will not be limited to: 1. An Executive Summary of the past month's work. An overview of the energy use and issues identified and their resolutions. It. Analysis of the trend data taken from the BAS, what it means, potential Issues, etc. Ili. Energy Analysis taken from the Utility Meters, sub -meters, bilis etc. Correlated to the BAS data to identify trends that affect overall energy use and building comfort, Iv. Site Report based on walklhrough of the building system (performed monthly) and conversations with City Facilities Staff. b. Quarterly - Glumac will provide a Quarterly Ongoing Cx Report. The report will Include but will not be limited to: t. Similar to the information given monthly including apparent trends in the operation and energy use In the building, Il. Recommendations to improve the building efficiency over the next quarter. Iii. Includes a face to face meeting with the City to review the Report and answer any questions. c. Yearly - Glumac will provide a Yearly Ongoing Cx Report. The report will include but will not be limited to: i. An Executive Summary similar to reports provided Monthly and Quarterly Reports. Sonelo•Ponhnd•Coivaelo•Secramanto• San Francisco 617W,71h SL,SLAoR0 T. 213.239.8868 F.213.239.9816 Silicon Valloy- LosWilas-Las Aneolos- Woo •ShonBhal Los AnpaW, CA90017 vwv, tJsumna unn: 21 y° Steve Badum City of Newport Beach September 18, 2013 UPage 6 ii. A detailed analysis of the annual energy consumption and operational issues and resolutions. Iii. Proactive Plan for the upcoming year to increase efficiency. iv. A review of the maintenance records of the equipment and systems, any trends seen in the maintenance such as early wear and tear on the equipment, higher than expected energy use. Vv. Update the EUI. ASSUMPTIONS a The following assumptions are made In the preparations of this proposal: e 7. We Include the use of digital photography with the reports in order to describe existing conditions and identify O&M requirements. 2. We anticipate that the work will be performed during normal business hours between y 6:00 AM and 6:00 PM. Senate -Portland •Corva9ls. sacramanto- Ban Francisco 817W. 7113 SL, Sulto 500 L 213,239.9806 F 213.239.8916 Silicon Volley -Los Voans• raa AnOolos• Wino• Sharohai Los Angeles, CA 90017 1, 11 i. 1:11r 22 EXHIBIT B SCHEDULE OF BILLING RATES Glumac Page B-1 23 M FM Steve sedum City of Mevipart Beach $eptemberl8, 2013 0�J' a } O d] N C u N M y L_1 n� PROFESSIONAL FEES You will be invoiced monthly basad on the following fee structure: Additional Site Visits Billed hourly according to our published rates, see attached rate form. The monthly rate is valid and will not be raised for a period of 24 months (rorn the date of signing. REIMBURSABLES in addition to the above fee, you will be invoiced for reimbursable exponsos plus a 10% reimbursable mark-up fee. Reimbursable expanses Include air travel, miioage, rental car, lodging and per chem, CACI plots (at our blueprint service provider's rates), printing (at FedEx Office rates) and messenger service. spaetin 4 P0013Ml+ catve.N- 9acramenm*U1 R2664ca oil SN. 7i8 St, 8uita SM i 2132;!a UU F. 213.238.8816 ::ilismr Yallw+t.t Vurtas stns Anpa4ls•Ir+icrn S!lm�dhni Um Anpalus, CA W017 , . . 24 t t Commissioning Agent $150 Energy Analysis $110-$160 Commissionying Techli}cian $125 CFID Analysis $12b $'100 , y . , i:. if Commissioning Coordinator $100 Lighting Design $110-$160 Drawing Plots & Prints (ColoNBond) At -cost (prevailing printer rates) Travel, Lodging, Transportation Al cost Printing, Reproduction, Photography At, cost Mileage At prevailing IRS Rate/Mile Reim6ursade Mark -lip Fee (on all oxpenses) 10°/a 25 Principal Project.Coordinator $160 4$225' Associate-P,nncipal ry $245 Project Administrator g $80 _. _. _..e... .'.... Project Engineer $140-$190 Project.Assistant $70 RP :;Project De'slgner = . $100 $960: Construction Mahager $190 9,5D' , BIM $106-$165 Drawing Plots & Prints (ColoNBond) At -cost (prevailing printer rates) Travel, Lodging, Transportation Al cost Printing, Reproduction, Photography At, cost Mileage At prevailing IRS Rate/Mile Reim6ursade Mark -lip Fee (on all oxpenses) 10°/a 25 EXHIBIT C INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide Insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of Insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Reauirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance, Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, one million dollars ($1,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising Injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. Consultant shall maintain automobile Insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented Giumac Page C-1 26 vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. D. Professional Liability (Errors & Omissions) Insurance. Consultant shall maintain professional liability Insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All Insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing Insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its suboonsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not Including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of Insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Glumac Page C-2 27 Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Reouirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. E. Self -Insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain Insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. 'nmely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may Involve coverage under any of the required liability policies. 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. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Glumac Page C-3 28 City of Newport Beach BUDGET AMENDMENT 2013-14 EFFECT ON BUDGETARY FUND BALANCE: Increase Revenue Estimates X Increase Expenditure Appropriations AND Transfer Budget Appropriations SOURCE: from existing budget appropriations from additional estimated revenues PX from unappropriated fund balance EXPLANATION: NO. BA- 14BA-021 AMOUNT: $40,000.00 Increase in Budgetary Fund Balance X Decrease in Budgetary Fund Balance No effect on Budgetary Fund Balance This budget amendment is requested to provide for the following: To increase expenditure appropriations for a professional services agreement with Glumac for ongoing commissioning services for the Civic Center to ensure continued efficient operation and maintenance of the buildings HVAC and lighting systems. ACCOUNTING ENTRY: BUDGETARY FUND BALANCE Fund Account 010 ' 3605 REVENUE ESTIMATES (3601) Fund/Division Account EXPENDITURE APPROPRIATIONS (3603) Description General Fund - Fund Balance Description Description Division Number 3140 GS - Operations Support Account Number 8244 Civic Center Start Up Costs Signed: Signed: Signed: Finance Administrative Approval: City Manager City Council Approval: City Clerk Amount Debit Credit $40,000.00 $40,000.00 Automatic System Entry ID- 3i-13 Date Ltbt 3 Date 99 Date PROFESSIONAL SERVICES AGREEMENT WITH GLUMAC FOR NEWPORT BEACH CIVIC CENTER AND PARK PROJECT COMMISSIONING SERVICES �THIS AGREEMENT is made and entered into as of this �U� vday of mor 2010, by and between the CITY OF NEWPORT BEACH, a Municipal Corporation ("City"), and GLUMAC, a California corporation whose address is 18200 Von Karman Avenue, Suite 100, Irvine, California, 92612 ("Consultant'), and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is planning to design and build a new City Civic Center and Park that will receive the US Green Building Council Leadership in Energy and Environmental Design for New Construction (LEED v2.2) certification. C. City desires to engage Consultant to consulting engineering services in the LEED Certification Commissioning for the City Civic Center and Park Project ("Project'). D. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement. E. The principal member of Consultant for purposes of Project, shall be Steve Carroll. F. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on the 31" day of December, 2011, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE Time is of the essence in the performance of services under this Agreement and Consultant shall perform the services in accordance with the schedule included in Exhibit A. The failure by Consultant to strictly adhere to the schedule may result in termination of this Agreement by City. Notwithstanding the foregoing, Consultant shall not be responsible for delays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.1 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.2 For all time periods not specifically set forth herein, Consultant shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand -delivery or mail. 4. COMPENSATION TO CONSULTANT City shall pay Consultant for the services on a time and expense not -to -exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's compensation for all work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed One Hundred Fifty -One Thousand Dollars and no/100 ($151,000.00) without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.1 Consultant shall submit monthly invoices to City describing the work performed the preceding month. Consultant's bills shall include the name of the person who performed the work, a brief description of the services performed and/or the specific task in the Scope of Services to which it relates, the date the services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Consultant no later than thirty (30) days after approval of the monthly invoice by City staff. 4.2 City shall reimburse Consultant only for those costs or expenses specifically approved in this Agreement, or specifically approved in writing in advance by City. Unless otherwise approved, such costs shall be limited and include nothing more than the following costs incurred by Consultant: Professional Services Agreement Page 2 A. The actual costs of subconsultants for performance of any of the services that Consultant agrees to render pursuant to this Agreement, which have been approved in advance by City and awarded in accordance with this Agreement. B. Approved reproduction charges. C. Actual costs and/or other costs and/or payments specifically authorized in advance in writing and incurred by Consultant in the performance of this Agreement. 4.3 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B. 5. PROJECT MANAGER Consultant shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant has designated STEVE CARROLL to be its Project Manager. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. Consultant, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of services upon written request of City. Consultant warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Public Works Department. STEPHEN G. BADUM, PUBLC WORKS DIRECTOR, or his designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his/her authorized representative shall represent City in all matters pertaining to the services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES In order to assist Consultant in the execution of its responsibilities under this Agreement, City agrees to, where applicable: Professional Services Agreement Page 3 A. Provide access to, and upon request of Consultant, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's work schedule. B. Provide blueprinting and other services through City's reproduction company for bid documents. Consultant will be required to coordinate the required bid documents with City's reproduction company. All other reproduction will be the responsibility of Consultant and as defined above. C. Provide usable life of facilities criteria and information with regards to new facilities or facilities to be rehabilitated. 8. STANDARD OF CARE 8.1 All of the services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the services required by this Agreement, and that it will perform all services in a manner commensurate with community professional standards. All services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed work, Consultant certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Consultant represents and warrants to City that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever Professional Services Agreement Page 4 (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to the negligence, recklessness, or willful misconduct of the Consultant or its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them. Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the sole negligence, active negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and control over the means of performing the work, provided that Consultant is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance or to exercise a measure of control over Consultant shall mean only that Consultant shall follow the desires of City with respect to the results of the services. 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator and/or his/her duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. Professional Services Agreement Page 5 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. A. Proof of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract. City reserves the right to require complete, certified copies of all required insurance policies, at anytime. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by Consultant, his agents, representatives, employees or subconsultants. The cost of such insurance shall be included in Consultant's bid. B. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. C. Coverage Requirements Workers' Compensation Coverage. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000) for Consultant's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Consultant shall require each subconsultant to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subconsultant's employees. Any notice of cancellation or non -renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (10 calendar days written notice of non-payment of premium) prior to such change. Professional Services Agreement Page 6 Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. ii. General Liability Coverage. Consultant shall maintain commercial general liability insurance in an amount not less than $1,000,000 per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. iii. Automobile Liability Coverage. Consultant shall maintain automobile insurance covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. iv. Professional Liability (Errors & Omissions) Coverage. Consultant shall maintain professional liability insurance that covers the services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 limit per claim and in the aggregate. D. Other Insurance Provisions or Requirements. The policies are to contain, or be endorsed to contain, the following provisions: Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. ii. Enforcement of Contract Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. iii. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. 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 all inclusive, or to the exclusion of other coverage, or a waiver of any type. Professional Services Agreement Page 7 iv. Notice of Cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with 30 days notice of cancellation (except for nonpayment for which 10 days notice is required) or nonrenewal of coverage for each required coverage. E. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement. F. Additional Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint - venture or syndicate or cotenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power, or twenty- five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. SUBCONTRACTING City and Consultant agree that subconsultants may be used to complete the work outlined in the Scope of Services. The subconsultants authorized by City to perform work on this Project are identified in Exhibit A. Consultant shall be fully responsible to City for all acts and omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. The City is an intended beneficiary of any work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and the City. Except as specifically authorized herein, the services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents"), prepared or caused to be prepared by Consultant, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Consultant Professional Services Agreement Page 8 or any other party. Consultant shall, at Consultant's expense, provide such Documents to City upon prior written request. Documents, including drawings and specifications, prepared by Consultant pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Consultant will be at City's sole risk and without liability to Consultant. Further, any and all liability arising out of changes made to Consultant's deliverables under this Agreement by City or persons other than Consultant is waived against Consultant and City assumes full responsibility for such changes unless City has given Consultant prior notice and has received from Consultant written consent for such changes. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 19. OPINION OF COST Any opinion of the construction cost prepared by Consultant represents his/her judgment as a design professional and is supplied for the general guidance of City. Since Consultant has no control over the cost of labor and material, or over competitive bidding or market conditions, Consultant does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to City. The Consultant shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in Consultant's drawings and specifications provided under this. Agreement. 21. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Professional Services Agreement Page 9 22. WITHHOLDINGS City may withhold payment to Consultant of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Consultant shall not discontinue work as a result of such withholding. Consultant shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 23. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this paragraph is intended to limit City's rights under the law or any other sections of this Agreement. 24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 25. CONFLICTS OF INTEREST The Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Consultant shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Consultant shall indemnify and hold harmless City for any and all claims for damages resulting from Consultant's violation of this Section. 26. NOTICES All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Professional Services Agreement Page 10 Attn: Stephen G. Badum Public Works Department City of Newport Beach 3300 Newport Boulevard PO Box 1768 Newport Beach, CA 92658 Phone: 949-644-3311 Fax: 949-644-3318 All notices, demands, requests or approvals from CITY to Consultant shall be addressed to Consultant at: Attention: Steve Carroll GLUMAC 18200 Von Karman Avenue, Suite 100 Irvine, California 92612 Phone: 949-833-8190 Fax: 949-833-0252 27. CLAIMS The Consultant and the City expressly agree that in addition to any claims filing requirements set forth in the Contract and Contract documents, the Consultant shall be required to file any claim the Consultant may have against the City in strict conformance with the Tort Claims Act (Government Code sections 900 et seq.). 28. TERMINATION In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving seven (7) calendar days prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for services satisfactorily performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. Professional Services Agreement Page 11 29. COMPLIANCE WITH ALL LAWS Consultant shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 30. WAIVER A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 31. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 32. CONFLICTS OR INCONSISTENCIES In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 33. INTERPRETATION The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 34. AMENDMENTS This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 35. SEVERABILITY If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. Professional Services Agreement Page 12 36. CONTROLLING LAW AND VENUE The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 37. EQUAL OPPORTUNITY EMPLOYMENT Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY: By: IWlyne[te-D.B' auchamp, Assistant City Af�hey ATTEST: 4 , Leilani I. Brown, City Clerk .J5WPOn CITY OF NEWPORT BEACH, A Municipal Corporation By: e��i'!/ Keith D. Curry, Mayor CONSULTANT:GLUMAC By: Ri h4 Holzer, Pi cipal ay� Steve Carroll, Associate Principal Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Professional Services Agreement Page 13 EXHIBIT A P V J V 4, `a & 1� COMMISSIONING SERVICES FEE PROPOSAL NEWPORT BEACH CIVIC CENTER AND PARK PROJECT, NEWPORT BEACH, CALIFORNIA May 27, 2010 PROJECT DESCRIPTION The Civic Center project is located between MacArthur Boulevard and Avocado near San Miguel Drive. The project includes the construction of an approximately 95,000 square foot two story new city office building. The new building will house the roughly 240 employees who work at Newport Beach City Flail. The office building includes a large `One Stop Shop" to improve customer service for persons seeking parking permits, paying bills, or getting planning or building approvals. The project also includes the following: A new City Council Chambers, seating up to 150 persons that doubles as a space for community meetings when the Council or its commissions is/are not in session. A 450 -space parking structure, to accommodate up to 350 cars associated with the city office building and 100 cars associated with the Library's use. An up to 17,000 square foot expansion of the Newport Beach Central Library, effectively linking the Library and Civic Center. The expansion of the Library will improve its Children's programs, reading rooms, a sound and video room, and will add a coffee/food area. (This portion q/ the pt gjeci will not be pursuing a LEED Certification) RW U D J V I In v T A 16 -acre park, which includes a dog park, a civic lawn for outdoor events, places for art, a restored wetlands, 1.23 miles of walking and viewing trails, a modern par course, a belvedere and other view opportunities, restrooms, and extensive water quality improvements. A pedestrian bridge that will allow walkers to safely transit over San Miguel Avenue without impacting vehicular traffic. A 4,000 square foot dedicated Emergency Operations Center to serve as the permanent home of the City's emergency response team. r A new Community Room, seating up to 275 persons and made available for lectures, arts programs, and other community events. The Project will be pursuing US Green Building Council (USGBC) Leadership in Energy and Environmental Design for New Construction (LEED v2.2) certification. The LEED Commissioning Requirements are: FUNDAMENTAL BUILDING SYSTEMS COMMISSIONING (EA PREREQUISITE 1) D The Owner will document the owner's project requirements. The design team will document the basis of design for the Project. The owner and the design team shall make updates to these documents during design and construction. The CxA will facilitate this process and review the documents for clarity and completeness. The CxA will develop and incorporate commissioning requirements into the construction documents. o The CxA will develop and utilize a commissioning plan that will be used throughout the commissioning process. The CxA will verify that the installation and performance of energy consuming systems meet the owner's project requirements and basis of design. The CxA will complete a commissioning report. The CxA Provide a Commissioning Review of the design documents prior to the mid - construction document phase and back check the review comments in the subsequent design submission. The CxA will conduct a review of the contractor submittals for equipment and systems beim commissioned for compliance with the Owner's Project Requirements and the Basis Of Design documents. > The CxA will develop a Systems Manual that contains the information required for re -commissioning of the systems. IN a L III A Verify that the requirements for training operating personnel and tenant space occupants are completed. a The CxA will provide a review of the Operations and Maintenance Manuals. The CxA will review tenant space operation with O&M staff and occupants including a plan for resolution of outstanding commissioning -related issues 8 to 10 months after final acceptance. PROPOSED SCOPE OF COMMISSIONING SERVICES Glumac understands the different aspects and complexity of this project and has developed this commissioning approach based on the approach described in the LEED Reference Guide, the federal General Services Administration Model Commissioning Plan and Guide Specifications (Version 2.05) and the ASHRAE document, The HVAC Commissioning Process, ASHRAE Guideline 0-200.1, as well as Glumac commissioning experience. Glumac will act as the Commissioning Authority and will oversee and participate in the commissioning process to assist in ensuring that the building's systems are complete, fully functional and perform in accordance with the contract documents and design intent. DESIGN PRASE I. Participate in the project design meetings (one per month during the Construction Documents phase) and'all LEED meetings. We are anticipating attending ten (10) meetings. 2. Conduct an Owner's Project Requirements (OPR) Workshop with the project team to develop the OPR document. 3. Develop a hard copy and electronic Commissioning Manual for the project in accordance with the referenced ASHRAE/NIBS Guidelines and associated sample formats. 4. Develop initial commissioning plan including contact personnel, responsibilities and a schedule of commissioning activities. 5. Submit Cx documentation for Owner approval 6. Develop procedures for an Issues Log as an electronic issues database by which to track all commissioning issues/deficiencies and subsequent resolutions. Provide a report on a regular basis identifying new issues. unresolved issues and closed issues. The report should be provided at each project review meeting until the completion of the conmtissioning activities. 7. Provide guidance and assistance to the Desiggn Team in their development of the commissioning specific deliverables. Review and approve these deliverables prior to submission to the Owner. 8. Participate in Design Review Meetings at each designated submission to review the development of all deliverable documentation for consistency with the Owner's Project Requirements, pail icularly the LEED 2.2 Checklist. The CxA shall review the project progress and completed LEED Checklist submissions and issue its comments 0 L 'J to the Design Consultant prior to submission of these materials to the Owner and/or its agent. Unresolved issues should be identified in the Issues Log by the CxA. We are anticipating two (2) meetings. 9. Perform a commissioning focused review of the construction documents (drawings and specifications) at each of designated submissions. 10. Update the OPR as specific design decisions/details are determined. 11. Update the commissioning plan as specific decisions/details are determined. 12. Develop Commissioning Specifications for all equipmcnUassemblies to be commissioned upon the Owner's acceptance of Design Development Project Documents. Coordinate with and assist with the integration of the development of Design Consultant's Construction Specifications specific to commissioning. The commissioning specification will include a detailed description of the responsibilities of all parties, details of the commissioning process, reporting and documentation requirements, including testing conditions and acceptance criteria for each piece of equipment / assembly being commissioned. 13. Develop Commissioning Specifications for all construction related procedures implemented during construction in accordance with the project LEED goals and project matrix 14. Facilitate a controls integration meeting where all pertinent Design Consultants (specifically including representatives of the mechanical, electrical, lighting, plumbing, life -safety and information technology disciplines) are present to review and discuss integration issues between equipment, systems and trades to ensure that integration issues during the various sequences of operation are compatible and responsibilities for associated work are clearly described in the specifications 15. Review the project engineering and construction design documents (50% and 95% CD's) to evaluate system testability, accessibility and maintainability by the Owner's O&M personnel, and compliance with the project LEED credit matrix. 16. Assist in resolving any discrepancies and the development of details for elements not addressed or coordinated during the design process. 17. Write functional checks and performance test procedures for all equipment, systems and assemblies that are to be commissioned. This includes manual functional testing, energy management control system trending and stand-alone data logger monitoring with the CxA firm's own in-house equipment and personnel. [Note CxA would be asked to confer with Mechanical Engineer to ensure an appropriate floor plenum pressure test is developed for Underfloor Air Distribution system] I. Attend Pre -Bid Meetings to document commissioning related questions for inclusion and response in addendum and commissioning record. G 9 Construction Administration Phase / Closeout / Owner Occupancy 1. Glumac will hold monthly commissioning meetings with the design and construction team to review the commissioning process, discuss startup procedures and any, commissioning issues that may arise. Due to the schedule we anticipate having 24 meetings. 2. Glumac will conduct regularly scheduled site visits to review the installation and report back to the owner on any commissioning issues. A Commissioning Site Observation Report will be submitted after each visit. All commissioning issues will be inserted into a commissioning issue log to allow the resolutions to be tracked. We anticipate performing 12 site observations throughout construction. 3. Glumac will review manufacturer's equipment submittals and subcontractor shop drawings for conformance with the project documents and project commissioning requirements. 2. Glumac will review and check system O&M manuals. Verify applicability and completeness as required by the Contract Documents. 3. Glumac will update the Commissioning Plan as specific products, directives, and/or change orders are determined and confirm that commissioning requirements are modified accordingly. 4. Glumac will verify that the installation and performance of the commissioned systems meet the owner's project requirements and basis of design. i. Glumac will develop Prefunctional Checklists to ensure that individual components of a system are installed properly. ii. Glumac will develop Functional "Testing Procedures to be carried out by the contractors, witness and record the results. The Functional Test Results will be evaluated to ensue that the commissioned systems are functioning in accordance with the Owner's Project Requirements and the Basis of Design. 5. Functional Tests — Witness and verify that equipment and systems have been setup and started properly and are all operating in accordance with the design documents. OPR and Owner's needs. Functional checks include both normal and abnormal operating parameters. 6. Performance Tests — Verification Char equipment. assemblies and systems are capable of providing rated performance in the installed condition and in the installed ambient environment. 7. Glumac will ensure Building Automation System is configured to Owner's (ORM personnel's) satisfaction both for controls and desired trending functionality. 8. Glumac will test and verify light levels under nighttime and daytime conditions. 9. Glumac will review project schedule for Cx activities and help develop Cx milestones. 10. Glmnac will confirm plumbing fixture water consumption rating based on nameplate data. 11. Glumac will provide an allowance line item in the proposal for Indoor Air Testing associated with attaining LEED IEQ Credit 3.2. Include all associated costs. NN 19 12. Glumac will review training materials for completeness as specified in the project documents and verify that that the training provided to Owner's O&M personnel has been completed to the Owner's satisfaction. 13. Glumac will coordinate with Owner and O&M personnel to review the facility systems operation with O&M staff and occupants after ten (10) months from project substantial completion of the facility and as required by the enhanced LEED Commissioning requirements for LEED v2.2, EA Credit 3. 14. Glumac will develop/compile a systems manual for the Building Operators to use that will contain the following information: a. Final version of the Basis of Design b. System single line drawings c. Record Sequences of Operation and control point lists d. Program listing for DDC system including parameter lists for each programmable device and VFC e. Operating instructions for integrated building systems IT. Recommended schedule of maintenance g. Recommended Re -Commissioning schedule and tests h. Recommended Schedule of Calibration of sensors and actuators Commissuonpd Systems The following is a list of proposed systems to be commissioned under this scope of work: At a minimum, the following systems, including all components and controls, will be commissioned: P Main Building Automation Systems (BAS), including linkages to remote monitoring and control sites (this excludes and security -related control systems or interlocks) All HVAC systems including heating and chilled water systems. Refrigeration systems for HVAC, food service, etc. Exhaust Fans Cooling towers Chillers Boilers Occupancy sensors Under floor air distribution systems Domestic water pumping system Domestic water heating system Domestic hot water recirculation system o Day -lighting and occupancy lighting control systems Programmed dimming lighting control system > BAS automated shading controls s Outside accent and public area lighting controls a Garage exhaust fan systems e Renewable energy systems (photovoltaics) Fire sprinkler and other fire suppression systems > Electrical distribution power monitoring system PROFESSIONAL FEES You will be invoiced monthly as a percentage complete against the following phased fixed fees: Pre -Construction Phase $39,380 Construction Phase $44,220 Testing Phase $44,175 Post Construction Phase $15,800 Warranty Phase $7,425 Total $151,000 Total Building Commissioning Services Fee $151,000.00 (One Hundred Fifty One Thousand Dollars) Add -Alternate No. 1- LEED EQc3.2 Air Quality Testing S 5,500.00 (Five Thousand Five Hundred Dollars) The following assumptions are made in the preparations of this proposal: I. The Owner/Architect will provide the design documents (drawings and specifications) for our work. 2. The Owner/Architects will provide the contractors' submitral documents. test and balancing data; and other required documents. 3. We include the use of digital photography with the Commissioning report in order to describe existing conditions and identify O&M requirements. 4. We anticipate that the work will be performed during normal business hours. EXHIBIT B IQ NEWPORT BEACH CIVIC CENTER AND PARK COMMISSIONING FEE BREAKDOWN GlumaC Project Number: 011. 10.00337 .lune 22.20 10 Nate Homs fee bate Hours Fee Nate Hours Fee Rate Hours Fee Total Principal $175 CX PlPIL'ct Mgr $150 I C%Agents $130 Clerical $75 Design 9 $1.575 Des1p1 157 523.550 Design 101 513.130 Design 15 $1,125 $39.380 ConSiruc::on 13 52.275 Cmnuction 94 $14.100 COnStruction 209 527.170 Construction 9 $675 $44.220 Testing I 4 S70n Testing W 59,600 Testing I 260 533,800 Testing 1 $75 $44.175 Past Cons:nxlion 2 5350 Post ConSt"Iwon 41 56,`50 Past ConstruniA 60 57,800 Post construction 20 $1.500 $15,800 Warranty 1 $175 Warrant,, 25 S3,no W..:lw I 20 $2,600 l.'arranty I 12 $900 $7,425 Total I 29 $5,075 391 $57,150 I 650 $94•SOa S1 $4,275 $1S1,004) H 1P'ulJataRnl P. h6n1.,1 11111!1:7 - Hse Po.. Bod, Cn is (bole. 1dn..n.Pnen a Fie tucaldmnl SLeenFee S1talAaa4 b, Pbaiccdre� f9e901W1:•;a.xae Fro S•Ho7L" T 040.931.$)90 F 619$13M Scnly • P,"arc.: , db.•:a' Ajm•_P1 An>:I•n•ir.A- !oro CAg19-