NON-EXCLUSIVE MASTER SERVICES AGREEMENT BETWEEN THE CITY OF GONZALES AND NV5 FOR ELECTRIC VEHICLE CHARGING STATION DESIGN SERVICES THIS NON-EXCLUSIVE MASTER SERVICES AGREEMENT for consulting services is made by and between the City of Gonzales ("City") and NV5 ("Consultant") (together sometimes referred to as the "Parties") as of February 20, 2024 (the "Effective Date").
Section 1. SCOPE OF SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2027, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as referenced in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.
1.4 Time. All work performed under this Agreement shall be authorized in advance and in writing by a specific Task Order prior to the commencement of services. Each Task Order shall describe the nature of the specific task or service to be performed by the Consultant, the estimated number of hours within which such task or service must be completed and the compensation for such task or service. Details shall include a description of the task or service which Consultant shall perform, the format and schedule for deliverables, the schedule of performance, and the schedule of compensation. Consultant shall not perform any task or service unless authorized by a fully executed Task Order. Consultant shall advise city staff in writing of any anticipated change in any task or service, fee or time schedule, and shall obtain city staff's written consent to the change prior to making any changes.
1.5 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder.
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Section 2. COMPENSATION. The city will pay Consultant's invoices under each authorized Task Order on an hourly not-to-exceed basis. The hourly rates in Exhibit B apply to all Task Orders. City shall pay Consultant for services rendered pursuant to this Agreement from deposits made by development applicants at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information:
Serial identifications of invoices; i.e., Progress Bill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period;
• A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
• For each work item under each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense;
• The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder;
• Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12-month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable.
2.2 Monthly Payment. City shall make payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. Notwithstanding, Consultant and City acknowledge that payment for Consultant's services are fully dependent on development applicants' deposits and that the timing of City's invoice payment may be adversely impacted by inadequate applicant Consulting Services Agreement between February 20, 2024 City of Gonzales and NV5 Page 2 of 13
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funds. City shall make a good-faith effort to ensure that all development applicant accounts are maintained at a level to cover Consultant's anticipated costs.
2.3 «Not Used>>
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.
2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B
2.6 Reimbursable Expenses. Any reimbursable expenses are included in the authorized contract amount and shall be approved by city staff in advance.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.
2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work to the City. Consultant shall maintain the insurance policies required by this section throughout the term of Consulting Services Agreement between February 20, 2024 City of Gonzales and NV5 Page 3 of 13
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this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractors) and provided evidence that such insurance is in effect to City.
Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad as insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage.
4,2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
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a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant.
C. For any claims related to this Agreement or the work hereunder, the Consultant's insurance covered shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days' prior written notice has been provided to the City.
4.3 Professional Liability Insurance.
4.3.1 General requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $1,000,000 covering the licensed professionals' errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim.
4.3.2 Claims-made limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
The retroactive date of the policy must be shown and must be before the date of the Agreement.
Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another laims-made policy form with a retroactive date that precedes the date o this Agreement, Consultant shall purchase an extended period coverage for a minimum of five years after completion of work under this Consulting Services Agreement between February 20, 2024 City of Gonzales and NV5 Page 5 of 13
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d. A copy of the claim reporting requirements must be submitted to the City for review prior to the commencement of any work under this Agreement.
4.3.3 Additional Requirements. A certified endorsement to include contractual liability shall be included in the policy.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A: Vil.
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all policies delivered to Consultant by the insurer, including complete copies of all endorsements attached to those policies. All copies of policies and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time.
4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the written approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
4.4.4 Wasting Policies. No policy required by this Section 4 shall include a "wasting" policy limit (i.e., limit that is eroded by the cost of defense).
4.4.5 Waiver of Subrogation. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any endorsements that may be necessary to affect this waiver of subrogation.
The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the consultant, its employees, agents, and subcontractors.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each Consulting Services Agreement between February 20, 2024 City of Gonzales and NV5 Page 6 of 13
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subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach:
• Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
• Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or • Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall, to the fullest extent allowed by law, with respect to all Services performed in connection with this Agreement, defend with counsel acceptable to City, indemnify, and hold City, its officers, employees, agents, and volunteers, harmless from and against any and all claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, ("Claims"). Consultant will bear all losses, costs, damages, expense and liability of every kind, nature and description that arise out of, pertain to, or relate to such Claims, whether directly or indirectly ("Liability"). Such obligations to defend, hold harmless and indemnify the City shall not apply to the extent that such Liabilities are caused by the sole negligence, active negligence, or willful misconduct of the City.
With respect to third party claims against the Consultant, the Consultant waives any and all rights of any type of express or implied indemnity against the Indemnitees.
Section 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System Consulting Services Agreement between February 20, 2024 City of Gonzales and NV5 Page 7 of 13
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(PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant's Failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by. fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby.
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Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.
Section 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.
Consultant may cancel this Agreement upon 30 days' written notice to City and shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties.
8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following:
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8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges tor services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.
9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement.
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Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this statement, of Catties nee that it of unterio intentee Detector for the Northern District of California.
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.
Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq.
Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation Consulting Services Agreement between February 20, 2024 City of Gonzales and NV5 Page 11 of 13
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for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant.
Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by the City's Public Works Director ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.
10.10 Notices. Written notices to Consultant shall be sent to:
Tom Williard, Principal/Vice President
NV5
101 Lucas Valley Road, Suite 302
San Rafael, CA 94903
Written notices to City shall be sent to:
Mary Villegas, Administrative Specialist/Deputy City Clerk City of Gonzales
P.O. Box 647
147 Fourth Street
Gonzales, CA 93926
10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example.
Seal and Signature of Registered Professional with
report/design responsibility.
10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibits A and B represents the entire and integrated agreement Consulting Services Agreement between February 20, 2024 City of Gonzales and NV5 Page 12 of 13
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between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral.
Exhibit A Task Order #1 Scope of Services
Exhibit B Rate Schedule
10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
10.14 Non-Responsibility for General Contractor Responsibilities and Duties. Unless otherwise agreed by City and Consultant in writing, nothing in Consultant's services shall be construed to mean that Consultant assumes any of the contractual responsibilities or duties of the general contractor. The general contractor is solely responsible for construction means, methods, sequences and procedures used in the construction of a project and for related performance in accordance with its contract with the City. The general contractor shall not be relieved of its responsibility for the safety of the workplace or for the method or manner of construction. The Consultant and its personnel have no authority to exercise any control over or charge of acts or omissions of the general contractor or their employees in connection with the construction work The Parties have executed this Agreement as of the Effective Date.
CITY OF GONZALES NV5
Carmen Gil, City Manager Tom Williard, Principal/Vice President Attest:
Mary Villegas, Deputy City Clerk
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EXHIBIT A
TASK #1 SCOPE OF SERVICES
Grant Management and Electric Vehicle
Charging Station Design Services
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NV 5
TECHNICAL APPROACH TO SCOPE OF WORK
We understand the scope of work to be conducted in four parts, which we have outlined in detail on the following pages. There is a full copy of the task order with pricing included in the thumb drive and labeled "NV5 Task Order and Cost Proposal, EV Charging RFP.pdf."
SUMMARY OF WORK
This proposal outlines electric vehicle supply equipment (EVSE) planning, design, and grant management support work for the California Energy Commission (CEC) Rural Electric Vehicle (REV) Charging Program (GFO-21-604), which was conditionally awarded to City of Gonzales on June 24, 2022 and approved at the December 14, 2022 CEC Business Meeting. The $1.1M award is to fund 18 public-facing EV charging stations at 3 site(s) in the Gonzales community: the new Community Center Complex, City Hall, and the Taylor Farms Family Health and Wellness Center. At this time, the City is open to alternative locations to site the chargers. The 18 chargers identified in the grant agreement include 12 dual-port Level 2 and 6 single-port Level 3 chargers.
The scope included in this Task Order is to support CLIENT in managing the grant requirements as outlined by CEC in the REV Scope of Work document for the term of the agreement. The grant agreement term is from February 2023 through March 2026, when the final project data and reporting is due to CEC..
• Task 1 supports grant management and concludes after a design-build entity is contracted. • Task 2 provides EVSE design services.
• Task 3 provides procurement support, including proposal review and contracting assistance.
• Task 4 includes owner's representation implementation services for construction & commissioning.
SCOPE OF WORK
1.1 TASK ORDER #1: GRANT ADMINISTRATION
1.1.1 CEC Grant Management
1.1.1.1 Attend monthly calls with CLIENT and CAM, up to 1 per month for 12 months.
1.1.1.2 Attend up to 1 Critical Project Review (CPR) meetings, as requested by CAM.
11.13 Prepare CPR Report prior to CPR meeting, as requested by CAM.
11.14 Prepare and submit updated grant agreement documents as needed, per CEC request, including but not limited to Schedule of Products, Agreement Budget City of Gonzales | RFP: Consultant Services Related to CEC Grant for EV Charging Stations NV5.COM | 17 adjustments, List of and Proof of Match Funds, Equipment List, List of Permits, Draft and Final Subcontracts.
1.1.1.5 Develop, submit, and track CEC project reimbursement requests and payments.
1.1.1.6 Develop and submit up to 5 Quarterly Progress Reports to CAM which summarize all Agreement activities.
1.1.1.7 Coordinate with Design-Build entity for Community Center Complex.
SITE VISITS: None; all work done remotely.
1.1.2 Grant Match Funding Support
1.1.2.1 Support CLIENT in securing additional sources of funding to meet the 20% Match Funding including:
• Identify opportunities such as: Central Coast Community Energy (3CE) rebates, PG&E programs, and local air resource board funding. • Coordinate with CLIENT to prepare and submit applications.
SITE VISITS: None; all work done remotely.
1.1.3 Construction Phase CEC Grant Management
1.1.3.1 Attend monthly calls with CLIENT and CAM, up to 1 per month for 20 months.
1.1.3.2 Attend up to 1 Critical Project Review (CPR) meetings, as requested by CAM.
1.1.3.3 Prepare CPR Report prior to CPR meeting, as requested by CAM.
1.1.3.4 Prepare and submit updated grant agreement documents as needed, per CEC quest, including but not limited to Schedule of Products, Agreement Budge diustments. List of and Proof of Match Funds. Equipment List. List of Permi City of Gonzales | RFP: Consultant Services Related to CEC Grant for EV Charging Stations NV5.COM | 18 NV5
1.1.3.5 Develop, submit, and track CEC project reimbursement requests and payments.
1.1.3.6 Develop and submit up to 8 Quarterly Progress Reports to CAM which summarize all Agreement activities.
1.1.3.7 Support subcontractors to complete CEC Budget Worksheets. Note: NV5 will not complete CEC Budget Worksheets for subcontractor.
1.1.3.8 Coordinate with Design-Build entity for Community Center Complex.
1.1.3.9 Develop a test data collection plan in alignment with requirements in REV scope of work Task 7 and review plan with CLIENT and CAM.
1.1.3.10 Implement data collection plan and collect data for a minimum of 12 months after project installation.
1.1.3.11 Once chargers are activated, coordinate with EVSE vendor to develop and submit up to 4 Quarterly Stations and Operations Reports, as outlined in REV scope of work Task 6.2 for the term of the contract agreement.
1.1.3.12 Once chargers are activated, coordinate with EVSE vendor to keep and maintain detailed records of maintenance and repairs, as outlined in REV scope of work Task
6.3. 1.1.3.13 Develop and submit Final Project Fact Sheet to CEC CAM.
1.1.3.14 Attend Final REV Meeting and prepare supporting documents:
Written documentation of meeting agreements
Schedule for completing closeout activities
1.1.3.15 Develop an Outline and Draft Final Report as required by REV scope of work Task and state revenue
1.1.3.16 Review Draft Final Report with CLIENT and submit electronically to the CAM.
1.1.3.17 Revise and finalize Final Report and 12-months of data, to be submitted electronically to the CLIENT and as one bound copy to the CAM.
SITE VISITS: Up to one (1) site visits with one (1) NV5 representative for in-person meetings.
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1.2 TASK ORDER #f: EVSE DESIGN SERVICES
1.2.1 Site Identification
1.2.1.1 Meet with CLIENT to discuss location preferences and review any known constraints.
1.2.1.2 Identify up to 3 alternative locations within the City of Gonzales.
1.2.1.3 Coordinate with PG&E and 3CE to assess site viability.
1.2.1.4 Develop comparison matrix to support CLIENT to prioritize locations.
1.2.1.5 Based on CLIENT input, identify up to three (3) sites for EVSE design.
1.2.1.6 Attend planning and coordination calls between CLIENT and Taylor Farms Family Health and Wellness Center.
SITE VISITS: Up to one (1) site visit with one (1) NV5 representative.
1.2.2 EVSE Design
This task includes equipment selection, conceptual designs at three (3) CLIENT sites, and detailed design of charging infrastructure at two (2) CLIENT sites for public-facing charging. Work under this task assumes the design will need to coordinate with the requirements of any Utility EV
1.2.2.1 EVSE & CMS Selection and Concepts
• Select the appropriate EVSE and CMS considering budget, incentive/grant constraints, and plans for ownership/operation.
• Collaborate with CLIENT to refine EVSE and charge management software (CMS) requirements and specifications.
• Identify up to three EV charger equipment and associated CMS that meet CLIENT specifications and REV requirements, including data collection and reporting. • Gather market pricing for EVSE inclusive of warranties, software, and O&M costs. • Prepare summary of selected EVSE/CMS, market pricing, and cashflows, using charger utilization estimates based on market data.
• Develop 10% conceptual layouts for EVSE at three (3) sites.
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1.2.2.2 Progress Design Documents
This scope of work includes all work related to the development of the following levels of progress design documents for the EV charging infrastructure. NV5 will develop 30% Schematic Design (SD) Set for all three (3) sites and 90% Construction Document (CD) Set for two (2) sites. It is expected these two sites will be City Hall or nearby and Taylor Farms Family Health & Wellness Center. The 30% SD will be provided to the Design-Build installation Contractor for the Community Center Complex. Task assumes that a Design-Build Entity will finalize designs and secure permits for all sites. The following services shall be provided:
• Survey and Topo for two (2) sites, including City Hall and the Taylor Harms Family Health & Wellness Center
• 30% Schematic Design Set (Civil + Electrical) for three (3) sites • 90% Construction Documents (Civil + Electrical) for two (2) sites, including City Hall and the Taylor Harms Family Health & Wellness Center
• AHJ and Utility Construction Administration
Designs will include the following elements:
Survey/Topo
Topographic survey and utility locating services via ground penetrating radar (GPR) for City Hall and the Taylor Harms Family Health & Wellness Center in Gonzales, CA to be completed in one (1) deployment. Client will provide DIR number in advance of deploying for survey. If, during the course of the project, the survey area is changed or reduced, the cost of the survey can be reevaluated and shared with the client. Please see attached addendum for full scope of work and pricing.
Site/Civil Design
• Layout of the charging stations, utility routing and facilities placement, concrete pad location design for charging stations and electrical equipment components and parking lot restriping (as needed). New accessible EVSE will leverage existing code-compliant accessible path of travel to accommodate the new EV charging stations layout and signage.
Improvement design for existing accessible path of travel is excluded. • Accessibility Design, including ADA compliant curb ramps, bollards, and wheel stops.
Grading design when required to upgrade the existing pavement surface to comply with accessibility standards.
Design sheets: Title Page (one sheet), an Existing Site plan with Aerial Overlay (one sheet), Proposed Site Plan (one sheet), a General Arrangement Plan (one sheet), and Civil Details Plan (one sheet).
Electrical Design
• Conduct initial site visits to review parking lot configuration and existing electrical service details.
• Review historic electrical use data to estimate available electrical capacity. Discuss new service and metering strategy with CLIENT and Utility; assumes new EVSE service.
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• Layout of charging stations, utility routing and facilities placement, electrical and communications design for charging stations and electrical equipment components. • Coordinate with PG&E for new service equipment and construction, if applicable. • Primary distribution extension, one-line, service and transformer coordination with local utility, design of cable and conduits and substructures for the primary and secondary service extension, design and specifications of switchboard, auxiliary power equipment and charging station installation.
• New EVSE will vary by site but will generally include a switchboard and single or dual-port Level 2 and Level 3 chargers.
• Communication work assumes providing internet connectivity for the charging stations and SCADA equipment. Stations typically have proprietary software and systems that control the chargers, their payment system and collect data. Communication may be achieved via cell modem, Wi-Fi, or a hardwired connection.
• Utility trenching/boring, conduit, and substructure details will be prepared; and coordinated with local utility as per their requirements. NV5 will support efforts to secure electrical service for the charging stations in accordance with applicable tariffs. • Utility trenching and conduit installation for communication cables between the charging stations and their on-site building will be included, with routing and specifications to be determined during the design.
• The information collected during the PG&E and AJH coordination will support utility trenching, conduit, and substructure details to incorporate in the Construction Documents package.
SITE VISITS: Up to one (1) site visit for up to three (3) NV5 representatives for initial site inspection.
Optional Services (not included in base scope/budget):
1 Application for New Service.
2 Structural or geotechnical investigations/engineering.
Parking lot reconfiguration/design.
4 Lighting upgrades.
5 Earthwork and formal landscaping.
Retaining walls or extensive flatwork/path of travel design. 7 Public improvement packages.
8 Solar, battery or microgrid design.
9 Utility-side infrastructure design.
10 Structural/Anchorage design and calculations
11 Existing utility relocation design.
12 Improvement design for the existing accessible path of travel. 13 Environmental impact reports or studies.
14 Traffic studies.
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EXHIBIT B
RATE SCHEDULE
Consulting Services Agreement between February 20, 2024 City of Gonzales and NV5 - Exhibit B Page 1 of 1
1168358
NV 5
HOURLY FEE SCHEDULE
T&M work is billed at the hourly rates listed below for project work completed through December 31, 2025. NV5 will not exceed project NTE limits without the consent of CLIENT.
Title 2024 2025
Subject Matter Expert $430 $450
Principal $325 $340
Associate Principal $290 $305
Project Manager III $270 $285
Project Manager Il $235 $245
Project Manager 1 $215 $225
Design Engineer (PE) II $280 $295
Design Engineer (PE) I $245 $255
Construction Manager II $265 $280
Construction Manager I $220 $230
Engineer/Data Scientist III $250 $265
Engineer/Data Scientist II $205 $215
Engineer/Data Scientist I $185 $195
Analyst/Technician $165 $175
Project Coordinator $145 $150
Project Administrator $100 $105
Intern $125 $130
BILLING AND PAYMENT TERMS
NV5 invoices monthly with terms of Net 30.
If schedule is extended as a result of CLIENT, CLIENT partners, regulatory, Developer or other contractor/vendor actions or inactions, NV5 will consult with CLIENT on extending the budget as needed.
REIMBURSABLE EXPENSES
Fees assume all deliverable materials for the project will be provided digitally. Printed copies of documents will be billed at cost plus 10%.
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TRAVEL COSTS
Personnel travel time from our office to project location is billable at the full hourly rate. Meals and lodging will be billed at cost. Vehicle driving mileage will be billed at the current IRS mileage rate.
When air travel is required, coach class airfare will be used for domestic air travel and business class airfare will be used for international travel.
SUBCONSULTANT FEES
Subconsultant fees will be passed through at cost plus 10%.
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