Agenda packet — Economic Development Committee, August 10, 2022 (part 1 of 2)

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www.modestogov.com
AGENDA
City of Modesto

ECONOMIC DEVELOPMENT COMMITTEE / COUNCIL

WORKSHOP
Held Via Teleconference
(To Access Meeting Please See Instructions Below)
Wednesday, August 10, 2022 at 5:30 PM
*Roll Call: Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
David Wright, Member
Alternates: Tony Madrigal, Rosa Escutia-Braaton, Jenny Kenoyer * Please Note: In order to respond to COVID-19, and pursuant to AB 361, the City will hold this meeting via teleconference and Committee Members will be calling in. “Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.

THIS MEETING WILL NOT BE PHYSICALLY OPEN TO THE PUBLIC
In order to minimize the spread of the COVID-19 virus, this meeting will be conducted pursuant to AB 361, which amended the Brown Act’s teleconferencing provisions and will not be physically open to the public. You may observe and participate in the meeting via teleconference as indicated below.
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PARTICIPATING IN COMMITTEE MEETINGS IN CONFORMANCE
WITH AB 361
The City of Modesto is providing alternatives to observe and participate in Committee meetings.

If you wish to make either a general public comment or to comment on a specific agenda item, you may use one of the following options:

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Committee Members and placed in the record, but will not be read aloud during the meeting. Written comments must be received by 3:00 p.m. on the day of the meeting.

VIRTUAL PARTICIPATION BY ZOOM VIDEO

CONFERENCING AND TELEPHONE
Joining the Committee meeting via Zoom
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 Enter the following link into an Internet Browser
https://us02web.zoom.us/j/86945970570,
 Enter the following link into an Internet Browser https://zoom.us/ and using the Webinar ID 869 4597 0570
 Passcode 84326
To use Zoom, please visit: https://zoom.us/ and either sign-up for a free Zoom account or continue as a guest. Once you have downloaded the app onto your mobile device, joined from your web browser, or downloaded the Zoom software on your computer you will be ready for the upcoming Committee meeting.

Joining the Committee meeting via Telephone
If you don’t have a smart phone or computer to access the meeting via Zoom, you can participate by phone, by calling 1-877-853-5257 (Toll Free) or 1-888-475-4499 (Toll Free) and enter the Webinar ID 869 4597 0570 Passcode 84326
Providing Public Comment on Zoom and by Telephone
The Committee Chairman will request public comment during the Public Comment periods on the meeting agendas and during each Regular Calendar Item on the Committee Agenda. Once the Chairman has announced the public comment period, please do one of the following.

USING A COMPUTER OR SMART PHONE APP:
 Click on the “Raise Hand” feature in the webinar controls. This will notify City staff that you have raised your hand.
 City staff will unmute your microphone when it is your turn to provide - 2 -
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public comment.
 A prompt will appear to confirm you would like to be unmuted and then you will have three minutes to provide public comment.
 Once your public comment has ended, you will be muted again.

USING A REGULAR PHONE (not using a computer or smart phone APP):
 Dial *9 (star 9), this will notify City staff that you have “raised your hand” for public comment.
 City staff will unmute your microphone when it is your turn to provide public comment.
 You will hear “you are unmuted” and then you will have three minutes to provide public comment.
 Once your public comment has ended, you will be muted again.  If your phone is unmuted, and you are unable to be heard, the host may ask that you Dial *6 to toggle mute on/off in Zoom.

Additional Zoom resources/support
Please visit Zoom’s website support page on helpful tips to prepare for the meeting:
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Council has not delegated directive or final approval authority to the Committees. Committee actions are recommendations to the full City Council, not final decisions on an issue. This meeting is also noticed as a City Council workshop.

PUBLIC COMMENTS
Three minute time limit per speaker
Only interested persons in the audience may present these matters. Under State law, Councilmembers may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. d. Request staff to report back at a subsequent meeting. e. Finally, a Councilmember or the Council itself may take action to direct staff to place a matter of business on a future agenda.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

Information concerning the consent items listed below has been forwarded to each Councilmember prior to this meeting for study. Unless some member of the audience or Councilmember has a question concerning an item and asks that it be withdrawn from the consent list, the Council approves the items at one time. The action taken by the Council in approving consent items is set forth in the explanation of this individual item. - 3 -
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Any and all of the following agenda items are subject to action by the Modesto City Council.

This Agenda is on file at the Modesto-Stanislaus Library Reference Room, 1500 I Street, Modesto, in the City Clerk’s Office, Sixth Floor, 10th Street Place, and is available on the City’s Web site at www.modestogov.com.

In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

CONSENT
An item may be removed from consent and discussed at the request of an audience member or Councilmember.

Consent

1. Consider approving a Second Amendment to the Construction Management Services Agreement with WSP USA Inc. for the State Route 132 West Freeway/Expressway - Phase 1 Project, increasing the Agreement amount by $621,745 plus $62,175 for additional services, if needed, from $11,764,074 for a total amount not to exceed $12,447,994, and forwarding to Council for approval. (Funding Source: Regional Measure L, Streets Capital Facility Fees)
CED; John Rawles, 209-577-5253, [email protected]
Consent

2. Consider approving a Sixth Amendment to the Professional Design Services Agreement for the State Route 132 West Freeway/Expressway - Phase 1 Project with Dokken Engineering, increasing the Agreement amount by $154,858 from $9,245,225 to a total not to exceed amount of $9,400,083, and forwarding to Council for approval. (Funding Source: Regional Measure L)
CED; John Rawles, 209-577-5253, [email protected]
Consent

3. Consider approving a 10-year Lease Agreement with Commemorative Air Force, for Hangar 1S at the Modesto City–County Airport and forwarding to Council for approval. (Funding Source: Airport Operating Fund)
PUBLIC WORKS; Gabe da Silva, 209-577-5319, [email protected] - 4 -
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Consent

4. Consider approving an Agreement with Carollo Engineers, Inc., Walnut Creek, CA, for Engineering Services for the West Trunk Rehabilitation Project in the amount of $984,404 for the identified scope of services, plus $98,440 in additional services, if needed for a total amount not to exceed $1,082,844, and forwarding to Council for approval. (Funding Source: Wastewater Fund)
UTILITIES; Cristian Ciotau, 209-577-5260, [email protected] Consent

5. Consider approving an Agreement with Provost & Pritchard Consulting Group, Modesto, CA, for Engineering Services for the Empire Well 312 Treatment System Project in the amount of $147,000 for the identified scope of services, plus $14,700 in additional services, if needed for a total amount not to exceed $161,700 and forwarding to Council for approval. (Funding Source: Water Fund)
UTILITIES; Edgar Vargas, 209-577-5424, [email protected] Consent

6. Consider approving the Award of Bids for Pump Station Rejuvenation Services to Don Pedro Pump, Hughson, CA, for a two-year Agreement with three one-year extension options, for an estimated annual amount of $350,000, and $1,974,350 over five years and forwarding to Council for approval. (Funding Source: Water Fund and Wastewater Fund)
UTILITIES; Jeff Daniels, 209-342-4585, [email protected]

NEW BUSINESS

7. Consider approving the Amended and Restated Memorandum of Agreement for the Preliminary Engineering including Final Design Phase of the 7th Street Bridge Project with Stanislaus County; amending the Fiscal Year 2022-2023 Capital Improvement Program budget, and forwarding to Council for approval. (Funding Source: Streets Capital Facility Fees and Water Fund)
CED; Toby Wells, 209-571-5542, [email protected]

MATTERS TOO LATE FOR THE AGENDA
These may be presented by members of the City Council and staff upon determination by a majority vote that an emergency exists, as defined by State law, or by a 2/3 vote that (1) there is a need to take immediate action, and (2) that the need for action came to the City’s attention after the agenda was posted.

ADJOURNMENT
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on at by
date time signature
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

August 10, 2022
Date: August 5, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jaylen French, Director of Community and Economic Development SUBJECT: Second Amendment to Construction Management Services Agreement with WSP USA Inc. for the State Route 132 West Freeway/Expressway - Phase 1 Project CONTACT: John Rawles, Senior Civil Engineer, [email protected], (209) 577-5253 DESCRIPTION:

Consider approving a Second Amendment to the Construction Management Services Agreement with WSP USA Inc. for the State Route 132 West Freeway/Expressway - Phase 1 Project, increasing the Agreement amount by $621,745 plus $62,175 for additional services, if needed, from $11,764,074 for a total amount not to exceed $12,447,994, and forwarding to Council for approval. (Funding Source: Regional Measure L, Streets Capital Facility Fees) STRATEGIC PLAN ELEMENT:

This action for the SR-132 West Freeway/Expressway Project is consistent with the Council’s 2020-2025 Strategic Plan Goal D, Ensure Safe, Efficient and Reliable Infrastructure.

Specifically, this item supports the SR132 West Freeway/Expressway Project and the City’s goal to expand alternative modes of travel, improve transportation flow, and drive economic vitality.

BACKGROUND:

The purpose of the State Route 132 West Freeway/Expressway - Phase 1 Project (Project) is to improve regional and interregional circulation, relieve traffic congestion along existing State Route 132, and enhance safety and operations for the existing and proposed transportation network.

On June 25, 2019, by Resolution No. 2019-295, City Council approved an Agreement with WSP USA Inc. for Construction Management Services in the amount of $8,973,533, plus $897,353 in additional services, for a total amount of $9,870,886.
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Economic Development Committee, August 10, 2022
Second Amendment to Construction Management Services Agreement with WSP USA Inc. for the State Route 132 West Freeway/Expressway - Phase 1 Project

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On September 28, 2021, by Resolution 2021-372, City Council approved the First Amendment to the Agreement with WSP USA Inc. for Construction Management Services in the amount of $1,721,080, plus $172,108 in additional services, for a total amount of $1,893,188.

DISCUSSION:

Due to changes related to a Modesto Irrigation District (MID) Access Road, the Carpenter Road Reconfiguration, and the Hot Mix Asphalt (HMA) Overlay of Kansas Avenue between N.

Carpenter Road and N. Dakota Avenue, the Project is estimated to extend beyond the current contract completion date of June 20, 2022 to September 30, 2022, with Project closeout being completed in December 2022.

On June 6, 2022, WSP submitted a Second Amendment Request to the Construction Management Services Agreement in the amount of $621,745 to ensure their services cover the duration of the construction efforts.

FISCAL IMPACT:

The Project is supported by a complex matrix of funding sources; each having a variety of requirements and constraints. The Construction Management Service Agreement with WSP is funded through Regional Measure L Funds, which allows up to $9,870,886 in reimbursement.

This Second Amendment increases the original agreement amount by $621,745, plus $62,175 for additional services, if needed, for a total not to exceed amount of $12,447,994. This contract increase will be funded with the City’s Streets Capital Facility Fees (CFF).

There are sufficient funds in the Streets CFF to support the amendment. Staff has reviewed other funding sources for the amendment, however, they are restricted to the construction contract for the project. Staff will continue to review and seek other funding sources for this amendment if they become available.

WSP CONSTRUCTION MANAGEMENT SERVICES AGREEMENT
Original Agreement, 6/25/2019 $8,973,533
First Additional Services Request $125,803
Second Additional Services Request $771,550
Contract w/Additional Services (Measure L) $9,870,886
First Amendment, 9/28/2021 $1,721,080
Additional Services $172,108
Amendment w/Additional Services (CFF) $1,893,188
Proposed Second Amendment $621,745
Additional Services, If Needed $62,175
Amendment w/Additional Services (CFF) $683,920
REVISED TOTAL AGREEMENT $12,447,819
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Economic Development Committee, August 10, 2022
Second Amendment to Construction Management Services Agreement with WSP USA Inc. for the State Route 132 West Freeway/Expressway - Phase 1 Project

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Approved by:

Jaylen French, Director of Community and
Economic Development Department
Joseph P. Lopez, City Manager
Attachments:

1. WSP Second Amendment to Agreement for Construction Management Services

2. WSP Amendment Request with Exhibits “C-2” and “D-2”

3. WSP Original Agreement for Construction Management Services

4. WSP First Amendment to Agreement for Construction Management Services #1..
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-1- City of Modesto
WSP USA Inc. Second Amendment State Route 132 West Freeway/Expressway - Phase 1 Project

SECOND AMENDMENT TO AGREEMENT

FOR CONSTRUCTION MANAGEMENT SERVICES
FOR STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY - PHASE 1 PROJECT This Second Amendment to Agreement for Construction Management Services is made with reference to the contractual agreement between the CITY OF MODESTO (“City”) and WSP USA INC., a New York corporation (“Consultant”), entered into by the parties on the 25th day of June, 2019, hereinafter referred to as “Original Agreement”.

This Second Amendment to the Original Agreement for Construction Management Services is made with regard to the following recitals:

A. Section 3.0 “COMPENSATION AND BILLING” of the Original Agreement authorized and specified a not to exceed amount of $9,870,886, inclusive of additional services, to Consultant for performing all services and furnishing all staffing and materials called for in Exhibit “A” under this Agreement.

B. On or about September 28, 2021, the parties entered into a First Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $1,721,080, and attaching corresponding Exhibit “C-1 - Revised Project Schedule” and “Exhibit D-1 - Revised Fee Schedule”.

C. On or about June 6, 2022, at the City’s request, Consultant submitted to City a budget augmentation for additional construction management services to increase the amount of the Original Agreement, as amended, by an additional $621,745. The budget augmentation is attached hereto as Exhibit “C-2 - Revised Project Schedule” and the further revised fee schedule is attached hereto as Exhibit “D-2 – Revised Fee Schedule.” #1..
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-2- City of Modesto
WSP USA Inc. Second Amendment State Route 132 West Freeway/Expressway - Phase 1 Project NOW, THEREFORE, in consideration of this Second Amendment to Agreement, and the mutual promises, covenants, and stipulations contained in the Original Agreement for Construction Management Services and this Second Amendment to Agreement, the parties agree as follows:

1. The parties agree that each of the recitals set out above is factually true and correct.

2. Section 2.0 “CONTRACT DOCUMENTS” of the Original Agreement shall be deleted and parties agree to and hereby do substitute the following in its place:
“2.0 CONTRACT DOCUMENTS
Contract documents consist of the following documents, including all changes, addenda, and modifications thereto:

1. Agreement and all attachments
a. Exhibit A – Scope of Services
b. Exhibit B – Insurance Requirements
c. Exhibit C – Project Schedule
d. Exhibit C-1 – Revised Project Schedule
e. Exhibit C-2 – Revised Project Schedule
f. Exhibit D – Fee Schedule
g. Exhibit D-1 – Revised Fee Schedule
h. Exhibit D-2 – Revised Fee Schedule

2. City’s Request for Proposal

3. Consultant’s Response”

3. Section 3.1 “Compensation” of the Original Agreement between the parties shall be deleted and the parties agree to and hereby do substitute the following in its place:
“3.1 Compensation: It is mutually understood between the parties that this Agreement may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the Agreement were executed after that determination was made. Consultant and City agree that this Agreement is valid and enforceable only if sufficient funds are #1..
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-3- City of Modesto
WSP USA Inc. Second Amendment State Route 132 West Freeway/Expressway - Phase 1 Project made available to the City and funding is approved by the governing body of the City.

Consultant shall be paid in accordance with the schedule set forth in Exhibit “D” (Fee Schedule), and Exhibit “D-1 – Revised Fee Schedule”, attached hereto and made a part of this Agreement. In addition, Consultant shall be paid in accordance with the schedule set forth in Exhibit “D-2 – Revised Fee Schedule”.

Fee Schedule rates shall include all work and deliverables, including travel and equipment described in Exhibit “D”, Exhibit “D-1”, and Exhibit “D-2,” including direct salary costs, employee benefits, and overhead. The City may retain five percent of all periodic or progress payments made to the Consultant until completion and acceptance of all work tasks and City shall have right to withhold payment from Consultant for any unsatisfactory service until such time service is performed satisfactorily.

A. The method of payment for this contract will be based on actual cost plus fixed fee, unless otherwise indicated on Exhibit “D”, “D-1”, or “D-2” of this Agreement. City will reimburse Consultant for actual costs (including
labor costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by
Consultant in performance of the work.

Consultant will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits,
travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant’s Cost
Proposal and Revised Cost Proposal, unless additional
reimbursement is provided for by Agreement
amendment. In no event, will Consultant be reimbursed
for overhead costs at a rate that exceeds City’s approved overhead rate set forth in the Cost Proposal and Revised Cost Proposal.

In the event, that City determines that a change to the work from that specified in the Cost Proposal and
Agreement is required, the Agreement time or actual
costs reimbursable by the City shall be adjusted by
Agreement amendment to accommodate the changed
work. The maximum total cost as specified in Paragraph
“I” of this Article shall not be exceeded, unless
authorized by Agreement amendment.

B. The indirect cost rate established for this Agreement is extended through the duration of this specific
Agreement. Consultant agreement to the extension of the 1-year applicable period shall not be a condition or
qualification to be considered for the work or Agreement #1..
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-4- City of Modesto
WSP USA Inc. Second Amendment State Route 132 West Freeway/Expressway - Phase 1 Project award.

C. In addition to the allowable incurred costs, the City will pay Consultant a fixed fee of $1,016,944.68. The fixed fee is nonadjustable for the term of the Agreement, except in the event of a significant change in the scope of work and such adjustment is made by Agreement amendment.

D. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal and Revised Cost Proposal.

E. When milestone cost estimates are included in the approved Cost Proposal and Revised Cost Proposal, Consultant shall obtain prior written approval for a revised milestone cost estimate from the Contract Administrator before exceeding such cost estimate.

F. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of Consultant’s fixed fee will be included in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in Exhibit A, Article 3 Statement of Work, the City shall have the right to delay payment or terminate this Agreement.

G. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this Agreement.

H. Consultant will be reimbursed promptly according to
California Regulations upon receipt by the City’s Contract Administrator of itemized invoices in duplicate. Invoices shall be submitted no later than thirty (30) calendar days after the performance of work for which Consultant is
billing. Invoices shall detail the work performed on each milestone and each project as applicable. Invoices shall follow the format stipulated for the approved Cost Proposal and Revised Cost Proposal and shall reference this
Agreement number and project title. Final invoice must
contain the final cost and all credits due the City including any equipment purchased. The final invoice should be
submitted within sixty (60) calendar days after completion of Consultant’s work. Invoices shall be mailed to the City’s Contract Administrator at the following address:

Mr. John Rawles
c/o Community & Economic Development Department
P.O. Box 642
Modesto, CA 95353
I. The total amount payable by the City of Modesto including the fixed fee shall not exceed TWELVE MILLION,

THREE HUNDRED EIGHTY-FIVE THOUSAND,
EIGHT HUNDRED NINETEEN AND 00/100
DOLLARS ($12,385,819.00).
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-5- City of Modesto
WSP USA Inc. Second Amendment State Route 132 West Freeway/Expressway - Phase 1 Project J. Salary increases will be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and Revised Cost Proposal and is approved by the City’s Contract Administrator.

K. For personnel subject to prevailing wage rates as described in the California Labor Code, all salary increases, which are the direct result of changes in the prevailing wage rates are reimbursable.

3.3 Additional Services: Consultant shall not receive compensation for any services provided outside the scope of services specified in Exhibit “A” unless the City Manager, prior to Consultant performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.

Additional services may be authorized by the City Manager in an amount up to, but not to exceed SIXTY-TWO THOUSAND,
ONE HUNDRED SEVENTY-FIVE AND 00/100 DOLLARS
($62,175.00).

In the event that additional costs are deemed necessary, Consultant shall provide a written request to the City Manager indicating the reason for the additional work, scope and cost of said work. City Manager shall provide a response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be negotiated as indicated elsewhere within this agreement. In that event, the new total compensation shall not exceed TWELVE MILLION, FOUR

HUNDRED FORTY-SEVEN THOUSAND, NINE HUNDRED
NINETY-FOUR AND 00/100 DOLLARS ($12,447,994.00).

If additional services in excess of this amount are deemed necessary, a second amendment to the Original Agreement will be required and must be approved by the City Council prior to commencing the work.

5. Except as herein amended or modified, the provisions of the Original Agreement are expressly reaffirmed and remain in full force and effect. #1..
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-6- City of Modesto
WSP USA Inc. Second Amendment State Route 132 West Freeway/Expressway - Phase 1 Project IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Second Amendment to Agreement for Construction Management Services in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2022-________, adopted by the Council of the City of Modesto on the 23rd day of August, 2022, and Consultant has caused this Second Amendment to Agreement to be duly executed in duplicate as of the Effective Date. (Signatures on next page)
Revised 6/9/2022 PH
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WSP USA
Suite 104
3260 Lone Tree Way
Antioch, CA 94509
Tel.: +1 925 756-2381
Fax: +1 925 756-2385
wsp.com
June 06, 2022
John Rawles P.E./Project Manager
City of Modesto
P.O. Box 642
Modesto, CA 95353
Subject: STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY-PHASE 1 PROJECT (Federal Project No. TGHPLUL5059230)-CONSTRCUTION MANAGEMENT SERVICES AGREEMENT AMENDMENT REQUEST NO. 2
(WSP)
Dear Mr. Rawles:

WSP is pleased to have been selected to provide Construction Management (CM) services for the SR 132 West Freeway/Expressway Phase 1 Project (Project) for the City of Modesto. The Project is project is estimated to extend beyond the current contract completion date of June 20, 2022 due to several directed changes related to the MID Access Road, Carpenter Road Reconfiguration and the HMA Overlay of Kansas Avenue between N. Carpenter Road and N. Dakota Avenue.

These items of work are estimated to extend the current contract completion date to September 30, 2022 with Project Closeout being completed in December of this year.

We look forward to helping successfully deliver the completed Project for the City of Modesto and the region. To this end, WSP is submitting an Amendment Request No. 2 pursuant to the Construction Management Services Agreement executed on June 25, 2019 (Agreement) in the amount of $621,745.68.

The Scope of Services for purposes of this Amendment (Amendment No. 2) remains unchanged from that which was provided in the Agreement. This Amendment extends WSP’s obligations to perform the Scope of Services listed in Exhibit A of the Agreement for the term of the Amendment.

The cost associated with the extension of the Agreement End Date is broken down on “Exhibit D-2 — Revised Fee Schedule”.
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The existing Agreement amount, previously submitted Additional Service Requests, the First Amendment and this proposed Second Amendment totals are shown in the following table.

Agreement Total
Existing Contract, 6/25/2019 $8,973,533.00
First Additional Services Request $125,802.56
Second Additional Services Request $771,550.44
Third Additional Services Request $172,108.00
Subtotal with Additional Services $10,042,994.00
First Amendment $1,721,079.56
Second Amendment $621,745.68
Revised Agreement Total $12,385,819.20
If you have any questions regarding this amendment request, please contact me at (925) 765-3225 / [email protected].

Sincerely,
WSP USA Inc.

Bart Littell, P.E.

Construction Services District Manager/Vice President
Attachments:

1. Exhibit C-2 – Revised Project Schedule

2. Exhibit D-2 – Revised Fee Schedule
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EXHIBIT C-2
REVISED PROJECT SCHEDULE (AMENDMENT NO. 2)
AMENDMENT NO. 1 REVISED
Select Construction Management Consultant NOVEMBER 2018 COMPLETED CITY Approval JUNE 2019 COMPLETED
RTL JUNE 2019 COMPLETED
Advertise Project for Construction JULY 2019 COMPLETED
Award Construction Contract SEPTEMBER 2019 COMPLETED
Start Construction OCTOBER 2019 COMPLETED
Complete Construction-Civil MARCH 2022 SEPTEMBER 2022
COMPLETE CCO WORK-MID Access Road, Carpenter
Road Realignment & Kansas Avenue HMA Overlay N/A SEPTEMBER 2022 COMPLETE PROJECT CLOSEOUT SEPTEMBER 2022 DECEMBER 2022
WSP COMPLETE PLANT ESTABLISHMENT JUNE 2025 JUNE 2025
TASKS
Completion Date
REVISED PROJECT SCHEDULE (Amendment No. 2)
SR132 WEST FREEWAY/EXPRESSWAY-PHASE 1 PROJECT
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Revised Staffing Schedule: Amendment No. 2
YEAR: 2022 2023 2024 2025
PLANT

ESTABLISHMENT
START YEAR 1
PLANT

ESTABLISHMENT
YEAR 1-2
PLANT

ESTABLISHMENT
YEAR 2-3
PLANT

ESTABLISHMENT
END YEAR 3
MONTH: M J J A S O N D A-D J-D J-D J-M
POSITION NAME FIRM 1 2 3 4 5 15 16 17 18
Construction Manager/Project Controls Eng. Scott Frenette, JD, CCM, QSD WSP 60 60 60 60 60 300 Resident Engineer Rick Deml, PE, QSD WSP 160 160 160 160 160 800 Closeout RE John Adams, PE, QSD WSP 160 160 160 160 160 40 40 40 40 960 Structure Representative/ARE/SMR Bill Howe, PE, QSD WSP Document Control Chad Baker, EIT WSP 160 160 320
Office Engineer Juan Becerra VSCE 160 160 160 160 160 800 Project Accountant Marianne Beltram WSP-GSO 16 16 8 8 8 2 2 2 2 64 Roadway Inspector Grp 2 Josh Byrum WSP 160 160 320
Roadway Inspector Grp 2 Khalid Vospaul WSP
Structures Inspector Grp 2 Brian Harrington WSP
Utility Inspector Grp 2 Dave McCullough WSP 40 40 40 120 Electrical-Roadway Inspector Grp 2 Roy Robbert WSP 160 160 160 80 560 Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP 160 160 320 Overtime Hours
Roadway Inspector Grp 2 Josh Byrum WSP 16 16 32
Roadway Inspector Grp 2 Khalid Vospaul WSP
Structures Inspector Grp 2 TBD WSP
Utility Inspector Grp 2 Dave McCullough WSP
Electrical-Roadway Inspector Grp 2 Roy Robbert WSP 16 16 32 Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP 16 16 32 WSP
Rain Days Not Included
Staff performing inspection services are subject to prevailing wage rates 4,660 TOTAL
HOURS
2022 2022
TASK 2 POST

CONSTRUCTION
TASK 2 CONSTRUCTION
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Basis For Estimate
1)
2)
3) Annual labor escalations of 2.9% to be effective in January are included 4)
5)

COST ESTIMATE
Monday, June 6, 2022
To:

Bart Littell
WSP USA INC.

FOR

CONSTRUCTION MANAGEMENT SERVICES
From:

FOR
STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY - PHASE 1 PROJECT

CITY OF MODESTO
EXHIBIT D-2
DIR Determination NC-63-3-9-2018-2.

Staff performing inspection services are subject to DIR regulations including prevailing wage rates, fringes, shift differentials and overtime premiums. Bill rates will be adjusted to comply.

Justification for requesting an extension to provide Construction Management Services: City Requested Changes/Modifications projected to extend Construction to September 30, 2022 with Project Closeout completing by December 31, 2022.

This Estimate extends Construction Management Services June of 2025 per the Revised Staffing Schedule.

AMENDMENT NO. 2
Approved: ______________________
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CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY
WSP USA INC.

TASK 1 - PRECONSTRUCTION COMPLETE

WSP BURDENED LABOR COSTS
LABOR $ -
SUBTOTAL $ -
SUBCONSULTANT(S):

Materials Testing Kleinfelder, Inc. $ -
Public Information AIM Consulting, Inc. (DBE) $ -
Document Control VSCE, Inc. (DBE) $ -
QA Survey Transamerican Engineers & Associates, Inc. (DBE) $ - Environmental LSA Associates, Inc. $ -
Paleontological Services Cogstone Resource Management (DBE) $ - SUBTOTAL $ -
EXPENSES: $ -
SUBTOTAL $ -
TOTAL PHASE 1 $ -
TASK 2 - CONSTRUCTION/POST-CONSTRUCTION

WSP BURDENED LABOR COSTS
LABOR $ 488,753

OVERTIME
(Estimated at 10% of Inspection Hours) $ -
SECOND SHIFT PREMIUM $ 2,016
(Estimated at 15% of Inspection Hours)
SUBTOTAL $ 490,770
SUBCONSULTANT(S):

Materials Testing Kleinfelder, Inc. $ -
Public Information AIM Consulting, Inc. (DBE) $ 39,044
Document Control VSCE, Inc. (DBE) $ 69,112
QA Survey Transamerican Engineers & Associates, Inc. (DBE) $ - Environmental LSA Associates, Inc. $ -
Paleontological Services Cogstone Resource Management (DBE) $ - SUBTOTAL $ 108,156
EXPENSES: $ 22,820
SUBTOTAL $ 22,820
TOTAL PHASE 2 $ 621,745.68
$ 621,745.68

COST TO COMPLETE BASED ON REVISED STAFFING SCHEDULE

PROJECT TOTAL
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Revised Staffing Schedule: Amendment No. 2
YEAR: 2022 2023 2024 2025
PLANT

ESTABLISHMENT
START YEAR 1
PLANT

ESTABLISHMENT
YEAR 1-2
PLANT

ESTABLISHMENT
YEAR 2-3
PLANT

ESTABLISHMENT
END YEAR 3
MONTH: M J J A S O N D A-D J-D J-D J-M
POSITION NAME FIRM 1 2 3 4 5 15 16 17 18
Construction Manager/Project Controls Eng. Scott Frenette, JD, CCM, QSD WSP 40 40 40 40 40 200 Resident Engineer Rick Deml, PE, QSD WSP 160 160 80 80 80 560 Closeout RE John Adams, PE, QSD WSP 160 160 160 160 160 40 40 40 40 960 Structure Representative/ARE/SMR Bill Howe, PE, QSD WSP Document Control Chad Baker, EIT WSP
Office Engineer Juan Becerra VSCE 160 160 160 160 160 800 Project Accountant Marianne Beltram WSP-GSO 16 16 8 8 8 2 2 2 2 64 Roadway Inspector Grp 2 Josh Byrum WSP
Roadway Inspector Grp 2 Khalid Vospaul WSP
Structures Inspector Grp 2 Brian Harrington WSP
Utility Inspector Grp 2 Dave McCullough WSP 80 80 80 240 Electrical-Roadway Inspector Grp 2 Roy Robbert WSP 160 160 160 480 Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP Overtime Hours
Roadway Inspector Grp 2 Josh Byrum WSP
Roadway Inspector Grp 2 Khalid Vospaul WSP
Structures Inspector Grp 2 TBD WSP
Utility Inspector Grp 2 Dave McCullough WSP
Electrical-Roadway Inspector Grp 2 Roy Robbert WSP
Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP WSP
Rain Days Not Included
Staff performing inspection services are subject to prevailing wage rates 3,304 TOTAL
HOURS
2022 2022
TASK 2 POST

CONSTRUCTION
TASK 2 CONSTRUCTION
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CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY

BILL BILL BILL BILL BILL TOTAL TOTAL

POSITION NAME FIRM HRS RATE TOTAL HRS RATE TOTAL HRS RATE TOTAL HRS RATE TOTAL HRS RATE TOTAL HOURS COST Construction Manager/Project Controls Eng. Scott Frenette, JD, CCM, QSDWSP 0 202.30 $0.00 200 208.18 $41,636.00 0 214.22 $0.00 0 220.43 $0.00 0 226.82 $0.00 200 $41,636 Resident Engineer Rick Deml, PE, QSD WSP 0 230.99 $0.00 560 237.69 $133,106.40 0 244.58 $0.00 0 251.67 $0.00 0 258.97 $0.00 560 $133,106 Closeout RE John Adams, PE, QSD WSP 0 194.00 $0.00 840 196.84 $165,345.60 40 202.55 $8,102.00 40 208.42 $8,336.80 40 214.46 $8,578.40 960 $190,363 Structure Representative/ARE/SMR Bill Howe, PE, QSD WSP 0 205.33 $0.00 0 211.28 $0.00 0 217.41 $0.00 0 223.71 $0.00 0 230.20 $0.00 0 $0 Office Engineer Chad Baker, EIT WSP 0 86.36 $0.00 0 88.87 $0.00 0 91.45 $0.00 0 94.10 $0.00 0 96.83 $0.00 0 $0 Project Accountant Juan Becerra VSCE 0 83.96 $0.00 800 86.39 $69,112.00 0 88.90 $0.00 0 91.48 $0.00 0 94.13 $0.00 800 $69,112 Roadway Inspector Grp 2 Marianne Beltram WSP-GSO 0 113.84 $0.00 58 117.14 $6,794.12 2 120.54 $241.08 2 124.04 $248.08 2 127.64 $255.28 64 $7,539 Roadway Inspector Grp 2 Josh Byrum WSP 0 163.62 $0.00 0 168.36 $0.00 0 173.24 $0.00 0 178.26 $0.00 0 183.43 $0.00 0 $0 Structures Inspector Grp 2 Khalid Vospaul WSP 0 156.10 $0.00 0 160.63 $0.00 0 165.29 $0.00 0 170.08 $0.00 0 175.01 $0.00 0 $0 Utility Inspector Grp 2 TBD WSP 0 158.95 $0.00 0 163.56 $0.00 0 168.30 $0.00 0 173.18 $0.00 0 178.20 $0.00 0 $0 Electrical-Roadway Inspector Grp 2 Dave McCullough WSP 0 166.46 $0.00 240 171.29 $41,109.60 0 176.26 $0.00 0 181.37 $0.00 0 186.63 $0.00 240 $41,110 Peak Structures Inspector Grp 2 (As-Needed) Roy Robbert WSP 0 151.85 $0.00 480 156.25 $75,000.00 0 160.78 $0.00 0 165.44 $0.00 0 170.24 $0.00 480 $75,000 Brice Ehoff WSP 0 166.74 $0.00 0 171.57 $0.00 0 176.55 $0.00 0 181.67 $0.00 0 186.94 $0.00 0 $0 Staff performing inspection services are
subject to prevailing wage rates
RFP Date 10/15/18, 2018-02 Determination
0 $0.00 3,178 $532,103.72 42 $8,343.08 42 $8,584.88 42 $8,833.68 3,304 557,865 $ REVISED STRAIGHT TIME LABOR COSTS (AMENDMENT NO. 2)

CONSTRUCTION
Jan 1, 2021- Dec 31, 2021 Jan 1, 2022- Dec 31, 2022 Jan 1, 2023- Dec 31, 2023 Jan 1, 2024- Dec 31, 2024 Jan 1, 2025- Dec 31, 2025 #1..
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CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY

BILL BILL TOTAL TOTAL

POSITION NAME FIRM HRS RATE TOTAL HRS RATE TOTAL HOURS COST Roadway Inspector Grp 2 Josh Byrum WSP 0 199.55 $0.00 0 205.34 $0.00 0 $0 Roadway Inspector Grp 2 Khalid Vospaul WSP 0 190.38 $0.00 0 195.90 $0.00 0 $0 Structures Inspector Grp 2 TBD WSP 0 193.86 $0.00 0 199.48 $0.00 0 $0 Utility Inspector Grp 2 Dave McCullough WSP 0 203.02 $0.00 0 208.91 $0.00 0 $0 Electrical-Roadway Inspector Grp 2 Roy Robbert WSP 0 185.19 $0.00 0 190.56 $0.00 0 $0 Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP 0 203.35 $0.00 0 209.25 $0.00 0 $0 Peak Roadway Inspector Grp 2 (As-Needed) TBD WSP 0 197.16 $0.00 0 202.88 $0.00 0 $0 0 $ - 0 $0.00 0 -$
REVISED OVER TIME LABOR COSTS (AMENDMENT NO. 2)
Jan 1, 2021- Dec 31, 2021 Jan 1, 2022- Dec 31, 2022

CONSTRUCTION
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CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY
WSP USA INC.

UNIT
UNIT QTY COST ($) SUBTOTAL ($)
TOTAL ($) THIS

ESTIMATE

A) OFFICE

B) OFFICE SUPPLIES
Initial Supply Allowance 0 2,000 $ - Billed at Cost
Office Supplies Months 5 300 1,500.00 $ Monthly Lump Sum Shipping Months 0 100 $ - Monthly Lump Sum
$ 1,500.00
C) OTHER DIRECT EXPENSES Allowance 0 5,000 $ - $ - Billed at Cost

D) VEHICLES, VEHICLE O&M
Scott Frenette, JD, CCM, QSD WSP Monthly 1 600.00 600.00 $ Rick Deml, PE, QSD WSP Monthly 4 1,000.00 4,000.00 $
John Adams, PE, QSD WSP Monthly 7 1,000.00 7,000.00 $
Bill Howe, PE, QSD WSP Monthly 0 600.00 $ -
Josh Byrum WSP Monthly 0 1,000.00 $ -
Khalid Vospaul WSP Monthly 0 1,000.00 $ -
TBD WSP Monthly 0 1,000.00 $ -
Dave McCullough WSP Monthly 2 1,000.00 2,000.00 $
Roy Robbert WSP Monthly 3 1,000.00 3,000.00 $
Brice Ehoff WSP Monthly 0 1,000.00 $ -
$ 16,600.00

E) COMPUTER/IT/SERVICE, SURVEY EQUIPMENT, FIELD EQUIPMENT, SAFETY EQUIPMENT Computers/IT/Printers/Service Monthly 17 160.00 2,720.00 $ Billed at Cost Survey Monthly 5 400.00 2,000.00 $ Billed at Cost
$ 4,720.00
Field Costs $ 4,720.00
TOTAL EXPENSES $ 22,820.00

REVISED EXPENSES
Per contract documents field office will be provided by the contractor.

Note: Rate based upon $1,000 per month for each vehicle employed on the project Full Time. Vehicles not employed Full Time on the project will be prorated. For purposes of the prorating less than Full Time vehicle rates, one (1) month equals 20 shifts or 1 Full Time Equivalent (FTE). The rate for vehicles not employed on the project Full Time will be $50 for each shift employed on the project for an amount not to exceed $1,000 per month. Vehicles employed Full Time on the project will not be prorated. #1..
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-1- City of Modesto
WSP USA Inc. First Amendment State Route 132 West Freeway/Expressway - Phase 1 Project

FIRST AMENDMENT TO AGREEMENT

FOR CONSTRUCTION MANAGEMENT SERVICES
FOR STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY - PHASE 1 PROJECT This First Amendment to Agreement for Construction Management Services is made with reference to the contractual agreement between the CITY OF MODESTO (“City”) and WSP USA INC., a New York corporation (“Consultant”), entered into by the parties on the 25th day of June, 2019, hereinafter referred to as “Original Agreement”.

This First Amendment to the Original Agreement for Construction Management Services is made with regard to the following recitals:

B. On or about August 4, 2021, at the City’s request, Consultant submitted to City a budget augmentation for additional construction management services in excess of the $9,870,886 authorized in the Original Agreement, attached to the Original Agreement and referred to therein as Exhibit “A”.

C. The aforementioned additional construction management services increase the amount of the Original Agreement by $1,721,080.

D. The Original Agreement states that the Agreement shall end on December 31, 2021, unless extended by agreement of the parties. Since Consultant’s work under this contract will extend beyond the December 31, 2021 end date, the parties desire to extend that end date to completion of construction contract closeout with Caltrans or December 31, 2025.

DocuSign Envelope ID: 678C3681-BA8C-4E73-8501-84D729806C14 #1..
- 87 -
-2- City of Modesto
WSP USA Inc. First Amendment State Route 132 West Freeway/Expressway - Phase 1 Project NOW, THEREFORE, in consideration of this First Amendment to Agreement, and the mutual promises, covenants, and stipulations contained in the Original Agreement for Construction Management Services and this First Amendment to Agreement, the parties agree as follows:

1. The parties agree that each of the recitals set out above is factually true and correct.

1. Agreement and all attachments
a. Exhibit A – Scope of Services
b. Exhibit B – Insurance Requirements
c. Exhibit C – Project Schedule
d. Exhibit C-1 – Revised Project Schedule
e. Exhibit D – Fee Schedule
f. Exhibit D-1 – Revised Fee Schedule

2. City’s Request for Proposal

3. Consultant’s Response”

3. Section 3.1 “Compensation” of the Original Agreement between the parties shall be deleted and the parties agree to and hereby do substitute the following in its place:
“3.1 Compensation: It is mutually understood between the parties that this Agreement may have been written before ascertaining the availability of funds or appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays that would occur if the Agreement were executed after that determination was made. Consultant and City agree that this Agreement is valid and enforceable only if sufficient funds are made available to the City and funding is approved by the governing body of the City.

DocuSign Envelope ID: 678C3681-BA8C-4E73-8501-84D729806C14 #1..
- 88 -
-3- City of Modesto
WSP USA Inc. First Amendment State Route 132 West Freeway/Expressway - Phase 1 Project Consultant shall be paid in accordance with the schedule set forth in Exhibit “D” (Fee Schedule), attached hereto and made a part of this Agreement. In addition, Consultant shall be paid in accordance with the schedule set forth in Exhibit “D-1 – Revised Fee Schedule”.

Fee Schedule rates shall include all work and deliverables, including travel and equipment described in Exhibit “D” and Exhibit “D-1,” including direct salary costs, employee benefits, and overhead. The City may retain five percent of all periodic or progress payments made to the Consultant until completion and acceptance of all work tasks and City shall have right to withhold payment from Consultant for any unsatisfactory service until such time service is performed satisfactorily.

A. The method of payment for this contract will be based on actual cost plus fixed fee, unless otherwise indicated on Exhibit “D” or “D-1” of this Agreement. City will
reimburse Consultant for actual costs (including labor
costs, employee benefits, travel, equipment rental costs, overhead and other direct costs) incurred by Consultant in performance of the work.

Consultant will not be reimbursed for actual costs that exceed the estimated wage rates, employee benefits,
travel, equipment rental, overhead, and other estimated costs set forth in the approved Consultant’sCost
Proposal and Revised Cost Proposal, unless additional
reimbursement is provided for by Agreement
amendment. In no event, will Consultant be reimbursed
for overhead costs at a rate that exceeds City’s approved overhead rate set forth in the Cost Proposal and Revised Cost Proposal.

DocuSign Envelope ID: 678C3681-BA8C-4E73-8501-84D729806C14 #1..
- 89 -
-4- City of Modesto
WSP USA Inc. First Amendment State Route 132 West Freeway/Expressway - Phase 1 Project C. In addition to the allowable incurred costs, the City will pay Consultant a fixed fee of $1,016,944.68. The fixed fee is nonadjustable for the term of the Agreement, except in the event of a significant change in the scope of work and such adjustment is made by Agreement amendment.

D. Reimbursement for transportation and subsistence costs shall not exceed the rates specified in the approved Cost Proposal and Revised Cost Proposal.

F. Progress payments will be made monthly in arrears based on services provided and allowable incurred costs. A pro rata portion of Consultant’s fixed fee will beincluded in the monthly progress payments. If Consultant fails to submit the required deliverable items according to the schedule set forth in Exhibit A, Article 3 Statement of Work, the City shall have the right to delay payment or terminate this Agreement.

G. No payment will be made prior to approval of any work, nor for any work performed prior to approval of this Agreement.

HUNDRED NINETY-ONE THOUSAND, NINE
HUNDRED SIXTY-SIX and 00/100 DOLLARS
($11,591,966.00).

DocuSign Envelope ID: 678C3681-BA8C-4E73-8501-84D729806C14 #1..
- 90 -
-5- City of Modesto
WSP USA Inc. First Amendment State Route 132 West Freeway/Expressway - Phase 1 Project J. Salary increases will be reimbursable if the new salary is within the salary range identified in the approved Cost Proposal and Revised Cost Proposal and is approved by the City’s Contract Administrator.

Additional services may be authorized by the City Manager in an amount up to, but not to exceed ONE HUNDRED SEVENTYTWO THOUSAND, ONE HUNDRED EIGHT AND 00/100 DOLLARS ($172,108.00).

HUNDRED SIXTY-FOUR THOUSAND, SEVENTY-FOUR
AND 00/100 DOLLARS ($11,764,074.00).

4. The end date in the Original Agreement between the parties shall be deleted and the parties agree to and hereby do substitute the following in its place:

DocuSign Envelope ID: 678C3681-BA8C-4E73-8501-84D729806C14 #1..
- 91 -
-6- City of Modesto
WSP USA Inc. First Amendment State Route 132 West Freeway/Expressway - Phase 1 Project “This Agreement shall be extended to completion of construction contract closeout with Caltrans or December 31, 2025, unless extended by agreement of both parties.”

5. Except as herein amended or modified, the provisions of the Original Agreement are expressly reaffirmed and remain in full force and effect.

DocuSign Envelope ID: 678C3681-BA8C-4E73-8501-84D729806C14 #1..
- 92 -
-7- City of Modesto
WSP USA Inc. First Amendment State Route 132 West Freeway/Expressway - Phase 1 Project IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this First Amendment to Agreement for Construction Management Services in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2021-________, adopted by the Council of the City of Modesto on the 28th day of September, 2021, and Consultant has caused this First Amendment to Agreement to be duly executed in duplicate as of the Effective Date.
(Signatures on next page)
DocuSign Envelope ID: 678C3681-BA8C-4E73-8501-84D729806C14 372
#1..
- 93 -

CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________
DANA SANCHEZ, Interim City Clerk

CONSULTANT,
________________________________
BY: ____________________________
By _____________________________
Name Title
BY: ____________________________
By _____________________________
Name Title
APPROVED AS TO FORM:

BY: ____________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:

BY: ____________________________
CHRISTINA D. ALGER
Director of Human Resources (Risk)
Consultant’s Federal ID # ___________
* Corporations - signature of two (2) officers
required or one (1) officer plus corporate seal.

Partnership - signature of a partner required Sole
Proprietorship - signature of proprietor
required
DocuSign Envelope ID: 678C3681-BA8C-4E73-8501-84D729806C14

WSP USA, INC
Hillary Jassey
11-1531569
Secretary
Bart Littell Vice President
10/18/2021
#1..
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August 4, 2021
John Rawles, P.E./Project Manager
City of Modesto
P.O. Box 642
Modesto, CA 95353
RE: State Route 132 West Freeway/ Expressway-Phase 1 Project, Amendment No. 1 Dear Mr. Rawles,
The purpose of this letter is to request an Amendment to the existing State Route 132 West Freeway/Expressway Phase 1 Project Construction Management Services Agreement between the City of Modesto and WSP USA INC. executed on June 25, 2019.

The original WSP contract (Agreement) was procured approximately 6-months prior to start of project construction. At that time staff was unsure if there would be enough funding to complete the entire construction project as originally contemplated. To ensure financial support of the construction project, a bid alternate strategy was developed. This bid alternate work was to support construction of an Intelligent Transportation System (ITS) requested by Caltrans and to support a fully developed landscape plan as originally intended. The result of this added work was to extend the construction completion date from October 2021 to June 2022 and provide for 3-year Plant Establishment Period.

The WSP Agreement was tendered to support the base bid contract excluding the added alternatives and Plant Establishment Period. When the construction contract bids were received, the City was able to fund the project as originally intended. The inclusion of the bid alternates added approximately 6-months to the base bid construction schedule in addition to a 3-year Plant Establishment Period. This extension of the project schedule carried with it the need to extend the WSP Agreement to perform the Scope of Services for an additional extended term.

The Scope of Services for purposes of this Amendment (Amendment No. 1) remains unchanged from that which was provided in the Agreement. This Amendment extends WSP’s obligations to perform the Scope of Services listed in Exhibit “A” of the Agreement for the term of the Amendment.

Please extend the agreement duration noted on page 1 of the Construction Management Services Agreement, which indicates this Agreement shall end on December 31, 2021, unless extended by agreement of the parties. It is suggested the Agreement be extended to completion of construction contract closeout with Caltrans or December 31, 2025. #1..
- 95 -
RE: State Route 132 West Freeway/ Expressway-Phase 1 Project, Amendment No. 1

Page 2 ends

The cost associated with the extension of the Agreement End Date is broken down on “Exhibit D-1 — Revised Fee Schedule”.

The existing Agreement amount, previously submitted Additional Service Requests, and this proposed First Amendment totals are shown in the following table.

Agreement Total
Existing Contract, 6/25/2019 $8,973,533.00
First Additional Services Request $125,802.56
Second Additional Services Request $771,550.44
Subtotal with Additional Services $9,870,886.00
First Amendment $1,721,080.00
Revised Agreement Total $11,591,966.00
If you have any questions regarding this amendment request, please contact me at (925) 765-3225 / [email protected].

Sincerely,
WSP USA Inc.

Bart Littell, P.E.

Construction Services District Manager/Vice President
Attachments:

1. Exhibit C-1 – Revised Project Schedule

2. Exhibit D-1 – Revised Fee Schedule
#1..
- 96 -
EXHIBIT C-1
REVISED PROJECT SCHEDULE (AMENDMENT NO. 1)

PRELIMINARY REVISED
Select Construction Management Consultant NOVEMBER 2018 COMPLETED CITY Approval JUNE 2019 COMPLETED
RTL JUNE 2019 COMPLETED
Advertise Project for Construction JULY 2019 COMPLETED
Award Construction Contract SEPTEMBER 2019 COMPLETED
Start Construction OCTOBER 2019 COMPLETED
Complete Construction-Civil JULY 2021 MARCH 2022
WSP COMPLETE POST-CONSTRUCTION SERVICES OCTOBER 2021 JUNE 2025 TASKS Completion Date
REVISED PROJECT SCHEDULE (Amendment No. 1)
SR132 WEST FREEWAY/EXPRESSWAY-PHASE 1 PROJECT
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Basis For Estimate
1)
2)
3) Annual labor escalations of 2.9% to be effective in January are included 4)
5)

COST ESTIMATE
Wednesday, August 4, 2021
To:

Bart Littell
WSP USA INC.

FOR

CONSTRUCTION MANAGEMENT SERVICES
From:

FOR
STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY - PHASE 1 PROJECT

CITY OF MODESTO
EXHIBIT D-1
DIR Determination NC-63-3-9-2018-2.

Staff performing inspection services are subject to DIR regulations including prevailing wage rates, fringes, shift differentials and overtime premiums. Bill rates will be adjusted to comply.

Justification for requesting an extension to provide Construction Management Services: The addtion of Bid Alternates A and B to the base bid of the construction contract increased the overall construction duration by 120 working days.

This Estimate extends Construction Management Services to June of 2025 per the Revised Staffing Schedule.

AMENDMENT NO. 1
Approved: ______________________
#1..

CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY
WSP USA INC.

COST ESTIMATE SUMMARY
TASK 1 - PRECONSTRUCTION COMPLETE

WSP BURDENED LABOR COSTS
LABOR $ -
SUBTOTAL $ -
SUBCONSULTANT(S):

WSP BURDENED LABOR COSTS
LABOR $ 1,419,475

OVERTIME
(Estimated at 10% of Inspection Hours) $ 63,359
SECOND SHIFT PREMIUM $ 11,123
(Estimated at 15% of Inspection Hours)
SUBTOTAL $ 1,493,958
SUBCONSULTANT(S):

Materials Testing Kleinfelder, Inc. $ 110,000
Public Information AIM Consulting, Inc. (DBE) $ 7,407
Document Control VSCE, Inc. (DBE) $ 45,000
QA Survey Transamerican Engineers & Associates, Inc. (DBE) $ - Environmental LSA Associates, Inc. $ 5,000
Paleontological Services Cogstone Resource Management (DBE) $ - SUBTOTAL $ 167,407
EXPENSES: $ 59,714
SUBTOTAL $ 59,714
TOTAL PHASE 2 $ 1,721,080.00
PROJECT TOTAL $ 1,721,080.00
#1..

Revised Staffing Schedule
YEAR: 2022 2023 2024 2025
PLANT

ESTABLISHMENT
START YEAR 1
PLANT

ESTABLISHMENT
YEAR 1-2
PLANT

ESTABLISHMENT
YEAR 2-3
PLANT

ESTABLISHMENT
END YEAR 3
MONTH: M J J A S O N D J F M A M J A-D J-D J-D J-M
POSITION NAME FIRM 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Construction Manager/Project Controls Eng. Scott Frenette, JD, CCM, QSD WSP 100 100 100 100 40 40 40 520 Resident Engineer Rick Deml, PE, QSD WSP 160 160 160 160 160 160 160 24 24 24 24 1,216 Structure Representative/ARE/SMR Indy Chadha, PE, QSD WSP 160 160 160 160 40 680 Structure Representative/ARE/SMR Bill Howe, PE, QSD WSP Document Control Chad Baker, EIT WSP 160 160 160 160 80 80 80 880 Office Engineer Juan Becerra VSCE 160 160 160 160 160 160 80 1,040 Project Accountant Marianne Beltram WSP-GSO 16 160 16 16 16 6 6 2 2 2 2 244 Roadway Inspector Grp 2 Ryan George WSP 160 160 160 160 640 Roadway Inspector Grp 2 Kevin Irahola WSP 160 160 160 160 40 32 32 32 32 808 Structures Inspector Grp 2 TBD WSP 160 160 160 160 640
Utility Inspector Grp 2 Dave McCullough WSP 160 160 160 160 640 Electrical-Roadway Inspector Grp 2 Roy Robbert WSP 160 160 160 160 40 680 Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP 160 160 160 160 640 Peak Roadway Inspector Grp 2 (As-Needed) TBD WSP 160 160 Overtime Hours
Roadway Inspector Grp 2 Ryan George WSP 40 20 20 20 100 Roadway Inspector Grp 2 Kevin Irahola WSP 40 20 20 20 100 Structures Inspector Grp 2 TBD WSP 16 8 8 8 40
Utility Inspector Grp 2 Dave McCullough WSP 16 8 8 8 40 Electrical-Roadway Inspector Grp 2 Roy Robbert WSP 16 8 8 8 40 Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP Peak Roadway Inspector Grp 2 (As-Needed) TBD WSP
Rain Days Not Included
Staff performing inspection services are subject to prevailing wage rates 9,108 TOTAL
HOURS
2021 2022
TASK 2 POST
CONSTRUCTION TASK 2 CONSTRUCTION
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CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY

BILL BILL BILL BILL BILL TOTAL TOTAL

POSITION NAME FIRM HRS RATE TOTAL HRS RATE TOTAL HRS RATE TOTAL HRS RATE TOTAL HRS RATE TOTAL HOURS COST Construction Manager/Project Controls Eng. Scott Frenette, JD, CCM, WSP 100 202.30 $20,230.00 420 208.17 $87,431.40 0 214.21 $0.00 0 220.42 $0.00 0 226.81 $0.00 520 $107,661 Resident Engineer Rick Deml, PE, QSD WSP 160 230.99 $36,958.40 984 237.69 $233,886.96 24 244.58 $5,869.92 24 251.67 $6,040.08 24 258.97 $6,215.28 1,216 $288,971 Structure Representative/ARE/SMR Indy Chadha, PE, QSD WSP 160 196.83 $31,492.80 520 202.54 $105,320.80 0 208.41 $0.00 0 214.45 $0.00 0 220.67 $0.00 680 $136,814 Structure Representative/ARE/SMR Bill Howe, PE, QSD WSP 0 205.33 $0.00 0 211.28 $0.00 0 217.41 $0.00 0 223.71 $0.00 0 230.20 $0.00 0 $0 Document Control Chad Baker, EIT WSP 160 86.36 $13,817.60 720 88.86 $63,979.20 0 91.44 $0.00 0 94.09 $0.00 0 96.82 $0.00 880 $77,797 Office Engineer Juan Becerra VSCE 160 83.96 $13,433.60 880 86.39 $76,023.20 0 88.90 $0.00 0 91.48 $0.00 0 94.13 $0.00 1,040 $89,457 Project Accountant Marianne Beltram WSP-GSO 16 113.84 $1,821.44 222 117.14 $26,005.08 2 120.54 $241.08 2 124.04 $248.08 2 127.64 $255.28 244 $28,571 Roadway Inspector Grp 2 Ryan George WSP 160 163.62 $26,178.90 480 168.36 $80,812.80 0 173.24 $0.00 0 178.26 $0.00 0 183.43 $0.00 640 $106,992 Roadway Inspector Grp 2 Kevin Irahola WSP 160 156.10 $24,976.69 552 160.63 $88,667.76 32 165.29 $5,289.28 32 170.08 $5,442.56 32 175.01 $5,600.32 808 $129,977 Structures Inspector Grp 2 TBD WSP 160 158.95 $25,432.07 480 163.56 $78,508.80 0 168.30 $0.00 0 173.18 $0.00 0 178.20 $0.00 640 $103,941 Utility Inspector Grp 2 Dave McCullough WSP 160 166.46 $26,634.28 480 171.29 $82,219.20 0 176.26 $0.00 0 181.37 $0.00 0 186.63 $0.00 640 $108,853 Electrical-Roadway Inspector Grp 2 Roy Robbert WSP 160 151.85 $24,295.44 520 156.25 $81,250.00 0 160.78 $0.00 0 165.44 $0.00 0 170.24 $0.00 680 $105,545 Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP 160 166.74 $26,677.99 480 171.57 $82,353.60 0 176.55 $0.00 0 181.67 $0.00 0 186.94 $0.00 640 $109,032 Peak Roadway Inspector Grp 2 (As-Needed) TBD WSP 160 161.66 $25,865.60 0 166.35 $0.00 0 171.17 $0.00 0 176.13 $0.00 0 181.24 $0.00 160 $25,866 1,876 $297,814.81 6,738 $1,086,458.80 58 $11,400.28 58 $11,730.72 58 $12,070.88 8,788 $ 1,419,475 REVISED STRAIGHT TIME LABOR COSTS (AMENDMENT NO. 1)

CONSTRUCTION
Jan 1, 2021- Dec 31, 2021 Jan 1, 2022- Dec 31, 2022 Jan 1, 2023- Dec 31, 2023 Jan 1, 2024- Dec 31, 2024 Jan 1, 2025- Dec 31, 2025 #1..

CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY

BILL BILL TOTAL TOTAL

POSITION NAME FIRM HRS RATE TOTAL HRS RATE TOTAL HOURS COST Roadway Inspector Grp 2 Ryan George WSP 40 199.55 $7,982.00 60 205.34 $12,320.22 100 $20,302 Roadway Inspector Grp 2 Kevin Irahola WSP 40 190.38 $7,615.20 60 195.90 $11,754.06 100 $19,369 Structures Inspector Grp 2 TBD WSP 16 193.86 $3,101.76 24 199.48 $4,787.57 40 $7,889 Utility Inspector Grp 2 Dave McCullough WSP 16 203.02 $3,248.32 24 208.91 $5,013.78 40 $8,262 Electrical-Roadway Inspector Grp 2 Roy Robbert WSP 16 185.19 $2,963.04 24 190.56 $4,573.45 40 $7,536 Peak Structures Inspector Grp 2 (As-Needed) Brice Ehoff WSP 0 203.35 $0.00 0 209.25 $0.00 0 $0 Peak Roadway Inspector Grp 2 (As-Needed) TBD WSP 0 197.16 $0.00 0 202.88 $0.00 0 $0 128 $ 24,910.32 192 $38,449.08 320 $ 63,359
REVISED OVER TIME LABOR COSTS (AMENDMENT NO. 1)
Jan 1, 2021- Dec 31, 2021 Jan 1, 2022- Dec 31, 2022

CONSTRUCTION
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CITY OF MODESTO SR-132 FREEWAY/EXPRESSWAY
WSP USA INC.

UNIT
UNIT QTY COST ($) SUBTOTAL ($)
TOTAL ($) THIS

ESTIMATE

A) OFFICE

B) OFFICE SUPPLIES
Initial Supply Allowance 0 2,000 $ - Billed at Cost
Office Supplies Months 6 300 $ 1,800.00 Monthly Lump Sum Shipping Months 0.5 100 $ 50.00 Monthly Lump Sum
$ 1,850.00
C) OTHER DIRECT EXPENSES Allowance 0 5,000 $ - $ - Billed at Cost

D) VEHICLES, VEHICLE O&M
Scott Frenette, JD, CCM, QSD WSP Monthly 7 600.00 $ 4,200.00 Rick Deml, PE, QSD WSP Monthly 11 1,000.00 $ 11,000.00
Indy Chadha, PE, QSD WSP Monthly 5 1,000.00 $ 5,000.00
Bill Howe, PE, QSD WSP Monthly 0 600.00 $ -
Ryan George WSP Monthly 4 1,000.00 $ 4,000.00
Kevin Irahola WSP Monthly 9 1,000.00 $ 9,000.00
TBD WSP Monthly 4 1,000.00 $ 4,000.00
Dave McCullough WSP Monthly 4 1,000.00 $ 4,000.00
Roy Robbert WSP Monthly 5 1,000.00 $ 5,000.00
Brice Ehoff WSP Monthly 7 1,000.00 $ 7,000.00
TBD WSP Monthly 1 1,000.00 $ 1,000.00
$ 54,200.00

E) COMPUTER/IT/SERVICE, SURVEY EQUIPMENT, FIELD EQUIPMENT, SAFETY EQUIPMENT Computers/IT/Printers/Service Monthly 9 150.00 $ 1,350.00 Billed at Cost Survey Monthly 3 771.31 $ 2,314.37 Billed at Cost
$ 3,664.37
Field Costs $ 3,664.37
TOTAL EXPENSES $ 59,714.37

REVISED EXPENSES
Per contract documents field office will be provided by the contractor.

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

August 10, 2022
Date: July 26, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jaylen French, Director of Community and Economic Development SUBJECT: Sixth Amendment for Professional Design Services for the State Route 132 West Freeway/Expressway - Phase 1 Project
CONTACT: John Rawles, Project Manager, [email protected], (202) 577-5253 DESCRIPTION:

Consider approving a Sixth Amendment to the Professional Design Services Agreement for the State Route 132 West Freeway/Expressway - Phase 1 Project with Dokken Engineering, increasing the Agreement amount by $154,858 from $9,245,225 to a total not to exceed amount of $9,400,083, and forwarding to Council for approval. (Funding Source: Regional Measure L) STRATEGIC PLAN ELEMENT:

The SR-132 West Freeway/Expressway Project is consistent with the City Council’s 2020-2025 Strategic Plan Goal D, Ensure Safe, Reliable, Efficient Infrastructure.

BACKGROUND:

The purpose of the State Route 132 West Freeway/Expressway - Phase 1 Project is to improve regional and interregional circulation, relieve traffic congestion along existing State Route 132, and enhance safety and operations for the existing and proposed transportation network.

On May 2, 2017, by Resolution No. 2017-174, the City Council approved an agreement with Dokken Engineering for professional design services in the amount of $6,400,000, plus $600,000 for additional services, for a total contract amount of $7,000,000.

On January 22, 2019, by Resolution No. 2019-01, the City Council approved a First Amendment to the agreement with Dokken Engineering in the amount of $344,096, for a total contract amount of $7,344,096.
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Sixth Amendment for Professional Design Services for the State Route 132 West Freeway/Expressway - Phase 1 Project

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On May 7, 2019, by Resolution No. 2019-208, the City Council approved a Second Amendment to the agreement with Dokken Engineering in the amount of $144,422, for a total contract amount of $7,488,518.

On September 24, 2019, by Resolution No. 2019-441, the City Council approved a Third Amendment to the agreement with Dokken Engineering in the amount of $1,363,210, for a total contract amount of $8,851,728.

On December 8, 2020, by Resolution No. 2020-504, the City Council approved a Fourth Amendment to the agreement with Dokken Engineering in the amount of $304,270, for a total contract amount of $9,155,998.

On April 5, 2022, by Resolution No. 2022-147, the City Council approved a Fifth Amendment to the agreement with Dokken Engineering in the amount of $89,227, for a total contract amount of $9,245,225.

On June 1, 2022, Dokken Engineering submitted to the City a budget augmentation for additional tasks in the amount of $154,858, for a total contract amount of $9,400,083.

DISCUSSION:

The City opened bids for the construction of State Route 132 West Freeway/Expressway – Phase I Project on August 20, 2019. Due to the complexity of the project, design support services are required during the construction of the project to provide technical support to the construction manager.

As the project construction has developed, additional design support services have been identified to complete tasks that were not known during final design. The additional services to be provided include continuation of design services after estimated construction completion date as well as additional work on a Kansas Avenue Overlay, and BCS As-builts, as described below:

Kansas Avenue from Carpenter Road west to Dakota Road has been significantly impacted by Project related construction over the last two and a half years. This impact has been exacerbated by the presence of a greater number of heavy vehicles than have been historically seen in this area. The present condition of Kansas Avenue is now degraded to the point where a resurfacing is appropriate to ensure safety and mobility for the residents in this area.

Project plans provided that a survey of the Barium Contaminated Stockpiles (BCS) be conducted by the contractor. Caltrans and the Department of Toxic Substance Control (DTSC) have now requested that the design team perform this work. Caltrans and DTSC have requested that an independent survey with their oversight is the best means to ensure that the public is protected by the encapsulation of this material.

Staff recommends approving the Sixth Amendment with Dokken Engineering to assist the successful completion of the SR132 West Freeway/Expressway – Phase 1 Project.

FISCAL IMPACT:
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Sixth Amendment for Professional Design Services for the State Route 132 West Freeway/Expressway - Phase 1 Project

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The Project is supported by a complex matrix of funding sources, each having a variety of requirements and constraints. The Plans, Specifications, and Estimates (PS&E) phase and Right of Way (ROW) phase of the Project is funded by a combination of CFF, County Public Facility Fees (PFF), Regional Measure L, Federal grants and state funds. Funds for the PS&E phase of the project were previously approved and are currently available in Capital Improvement Program (CIP) #100614.

The $154,858 for the Sixth Amendment to the Dokken Engineering Agreement will be paid from Project #101119 – SR 132 West Expressway. This account was created for the construction phase of the project.

The Sixth Amendment will be funded with Regional Measure L funds with the approval of the $31.8M Memorandum of Understanding (MOU) with the Stanislaus Council of Governments (StanCOG) that was presented to City Council as a separate item on September 24, 2019. That item also included the needed budget adjustment to fund this Sixth Amendment. No additional funding is being requested as part of this amendment.

ANTICIPATED DESIGN SERVICES EXPENDITURES:

Original Professional Design Services Agreement – Dokken Engineering $6,400,000 Additional Services (9.4%) $600,000
TOTAL ORIGINAL AGREEMENT: $7,000,000
First Amendment – Dokken Engineering $344,096
TOTAL DESIGN SERVICES EXPENDITURES:

$7,344,096
Second Amendment – Dokken Engineering $144,422
TOTAL DESIGN SERVICES EXPENDITURES: $7,488,518
Third Amendment – Dokken Engineering $1,363,210
TOTAL DESIGN & SUPPORT DURING CONSTRUCTION EXPENDITURES: $8,851,728 Fourth Amendment – Dokken Engineering $304,270
TOTAL DESIGN & SUPPORT DURING CONSTRUCTION EXPENDITURES: $9,155,998 Fifth Amendment – Dokken Engineering $89,227
TOTAL DESIGN & SUPPORT DURING CONSTRUCTION EXPENDITURES: $9,245,225 Proposed Sixth Amendment – Dokken Engineering $154,858
TOTAL DESIGN & SUPPORT DURING CONSTRUCTION EXPENDITURES: $9,400,083 Approved by:

Jaylen French, Director of CEDD
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Sixth Amendment for Professional Design Services for the State Route 132 West Freeway/Expressway - Phase 1 Project

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Joseph P. Lopez, City Manager
Attachments:

1. Sixth Amendment, Exhibit A-6, Exhibit D-6

2. Dokken Professional Design Services Agreement

3. First Amendment

4. Second Amendment

5. Third Amendment

6. Fourth Amendment

7. Fifth Amendment
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-1- City of Modesto
Sixth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project

SIXTH AMENDMENT TO AGREEMENT FOR PROFESSIONAL DESIGN SERVICES FOR STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY - PHASE 1 PROJECT This Sixth Amendment to Agreement for Professional Design Services is made with reference to the contractual agreement between the CITY OF MODESTO (“City”) and DOKKEN ENGINEERING, a California corporation (“Consultant”), entered into by the parties on the 2nd day of May, 2017, hereinafter referred to as “Original Agreement”.

This Sixth Amendment to the Original Agreement for Professional Design Services is made with regard to the following recitals:

A. Section 3.0 “COMPENSATION AND BILLING” of the Original Agreement authorized and specified a not to exceed amount of $7,000,000, inclusive of additional services, to Consultant for performing all services and furnishing all staffing and materials called for in Exhibit “A” under this Agreement.

B. On or about January 22, 2019, the parties entered into a First Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $344,095.43, and attaching corresponding Exhibits A-1 to the First Amendment “Revised Scope of Services” and Exhibit D-1 “Revised Fee Schedule.” C. On or about May 7, 2019, the parties entered into a Second Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $144,421.92, and attaching corresponding “Exhibit A-2 to the Second Amendment - Revised Scope of Services” and “Exhibit D-2 – Revised Fee Schedule.” D. On or about September 24, 2019, the parties entered into a Third Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $1,363,210.14, and attaching corresponding “Exhibit A-3 to the Third Amendment - Revised Scope of Services” and “Exhibit D-3 – Revised Fee Schedule.” #2..
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-2- City of Modesto
Sixth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project E. On or about December 8, 2020, the parties entered into a Fourth Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $304,270.00, and attaching corresponding “Exhibit A-4 to the Fourth Amendment - Revised Scope of Services” and “Exhibit D-4 – Revised Fee Schedule.” E. On or about February 16, 2022, the parties entered into a Fifth Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $89,227.00, and attaching corresponding “Exhibit A-5 to the Fifth Amendment - Revised Scope of Services” and “Exhibit D-5 – Revised Fee Schedule.” F. On or about June 1, 2022, at the City’s request, Consultant submitted to City a budget augmentation for additional tasks to increase the amount of the Original Agreement, as amended, by an additional $154,858. The budget augmentation is attached hereto as “Exhibit A-6 to the Sixth Amendment - Revised Scope of Services” and the further revised fee schedule is attached hereto as “Exhibit D-6 – Revised Fee Schedule.” NOW, THEREFORE, in consideration of this Sixth Amendment to Agreement, and the mutual promises, covenants, and stipulations contained in the Original Agreement for Professional Design Services and the First, Second, Third, Fourth and Fifth Amendments to Agreement, the parties agree as follows:

1. The parties agree that each of the recitals set out above is factually true and correct.

2. Section 1.1 “Scope of Services” of the Original Agreement shall be deleted and parties agree to and hereby do substitute the following in its place:
“1.1 Scope of Services: Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached to the Original Agreement and referred to #2..
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-3- City of Modesto
Sixth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project therein as Exhibit “A”. In addition, Consultant shall undertake and complete the preparation of the scope of work as set forth in “Exhibit A-1 to the First Amendment”, “Exhibit A-2 to the Second Amendment”, “Exhibit A-3 to the Third Amendment”, “Exhibit A4 to the Fourth Amendment”, “Exhibit A-5 to the Fifth Amendment”, and “Exhibit A-6 to the Sixth Amendment”
incorporated herein by this reference. The Consultant shall perform all services as required in a manner compatible with the standards of its profession and shall produce a fully complete project acceptable to City.”

3. Section 2.0 “CONTRACT DOCUMENTS” of the Original Agreement shall be deleted and parties agree to and hereby do substitute the following in its place:
“2.0 CONTRACT DOCUMENTS
Contract documents consist of the following documents, including all changes, addenda, and modifications thereto:

1. Agreement and all attachments
a. Exhibit A – Scope of Services
b. Exhibit A-1 to the First Amendment – Revised
Scope of Services
c. Exhibit A-2 to the Second Amendment – Revised
Scope of Services
d. Exhibit A-3 to the Third Amendment – Revised
Scope of Services
e. Exhibit A-4 to the Fourth Amendment – Revised
Scope of Services
f. Exhibit A-5 to the Fifth Amendment – Revised
Scope of Services
g. Exhibit A-6 to the Sixth Amendment – Revised
Scope of Services
h. Exhibit B – Insurance Requirements
i. Exhibit C – Project Schedule
j. Exhibit D – Fee Schedule
k. Exhibit D-1 – Revised Fee Schedule
l. Exhibit D-2 – Revised Fee Schedule
m. Exhibit D-3 – Revised Fee Schedule
n. Exhibit D-4 – Revised Fee Schedule
o. Exhibit D-5 - Revised Fee Schedule
p. Exhibit D-6 - Revised Fee Schedule

2. City’s Request for Proposal

3. Consultant’s Response”
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-4- City of Modesto
Sixth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project

4. Section 3.1 “Compensation” of the Original Agreement between the parties shall be deleted and the parties agree to and hereby do substitute the following in its place:
“3.1 Compensation: Consultant and City agree that this Agreement is valid and enforceable only if sufficient funds are made available to the City and funding is approved by the governing body of the City. Consultant shall be paid in accordance with the schedule set forth in Exhibit “D” (Fee Schedule), attached hereto and made a part of this Agreement. In addition, Consultant shall be paid in accordance with the schedule set forth in Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, Exhibit “D-4”, Exhibit “D-5”, and in Exhibit “D-6”. Fee Schedule rates shall include all work and deliverables, including travel and equipment described in Exhibit “D”, Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, Exhibit “D-4”, Exhibit “D-5”, and Exhibit “D-6”, including direct salary costs, employee benefits, and overhead. The City may retain five percent of all periodic or progress payments made to the Consultant until completion and acceptance of all work tasks and City shall have right to withhold payment from Consultant for any unsatisfactory service until such time service is performed satisfactorily.

Consultant agrees to accept a sum not to exceed NINE MILLION, FOUR HUNDRED THOUSAND, EIGHTY-TWO AND 49/100
DOLLARS ($9,400,082.49) as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A" of the original agreement, “Exhibit A-1 to the First Amendment”, “Exhibit A-2 to the Second Amendment”, “Exhibit A-3 to the Third Amendment”, “Exhibit A-4 to the Fourth Amendment”, “Exhibit A-5 to the Fifth Amendment”, and “Exhibit A-6 to the Sixth Amendment”, for performance by Consultant of all of its duties and obligations under this Agreement.

A. The method of payment for this contract will be based on lump sum, unless otherwise indicated on Exhibit “D”, “D-1”, “D-2”, “D-3”, “D-4”, “D-5”, or “D-6” of this Agreement. The total lump sum price paid to Consultant will include compensation for all work and deliverables, including travel and equipment described in Exhibit “D,” Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, Exhibit “D-4”, Exhibit “D-5”, and Exhibit “D6” of this contract. The hourly price paid to Consultant will include compensation for all work and deliverables, including travel and equipment described in Exhibit “D-1”, Exhibit “D2”, Exhibit “D-3”, Exhibit “D-4”, Exhibit “D-5”, and Exhibit “D-6” of this contract. No additional compensation will be #2..
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-5- City of Modesto
Sixth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project paid to Consultant, unless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between
Consultant and City. Adjustment in the total lump sum
compensation will not be effective until authorized by contract amendment and approved by City.

B. Progress payments may be made monthly in arrears based on the percentage of work completed by Consultant. If Consultant fails to submit the required deliverable items according to the schedule set forth in the Statement of Work, City shall have the right to delay payment or terminate this Contract in accordance with the provisions of Article VI Termination.

C. Consultant shall not commence performance of work or services until this contract has been approved by City and notification to proceed has been issued by City’s Project Manager. No payment will be made prior to approval of any work, or for any work performed prior to approval of this contract.

D. Consultant will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by City’s Project Manager of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the Cost Proposal and shall reference the project title as noted elsewhere in this contract.

Final invoice must contain the final cost and all credits due City that include any equipment purchased under the
provisions of section 1.14 Equipment Purchase of this contract.

The final invoice should be submitted within 60-calendar days after completion of Consultant’s work. Invoices shall be mailed to City’s Project Manager at the following address:

Mr. John Rawles, c/o
Community & Economic Development Department
P.O. Box 642
Modesto, CA 95353
(209) 577-5253

6. Except as herein amended or modified, the provisions of the Original Agreement, First Amendment, Second Amendment, Third Amendment, #2..
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-6- City of Modesto
Sixth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project Fourth Amendment, and Fifth Amendment are expressly reaffirmed and remain in full force and effect.
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-7- City of Modesto
Sixth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Sixth Amendment in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2022-________, adopted by the Council of the City of Modesto on the _____ day of ___________, 2022, and DOKKEN ENGINEERING has caused this Sixth Amendment to be duly executed in duplicate. (Signatures on next page)
Reviewed 6/3/2022 by PH
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Third Amendment -1- City of Modesto
State Route 132 West Freeway/Expressway - Phase 1 Project

THIRD AMENDMENT TO AGREEMENT FOR PROFESSIONAL DESIGN SERVICES FOR STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY - PHASE 1 PROJECT This Third Amendment to Agreement for Professional Design Services is made with reference to the contractual agreement between the CITY OF MODESTO (“City”) and DOKKEN ENGINEERING, a California corporation (“Consultant”), entered into by the parties on the 2nd day of May, 2017, hereinafter referred to as “Original Agreement”.

This Third Amendment to the Original Agreement for Professional Design Services is made with regard to the following recitals:

1. The parties agree that each of the recitals set out above is factually true and correct.

2. Section 1.1 “Scope of Services” of the Original Agreement shall be deleted and parties agree to and hereby do substitute the following in its place:
“1.1 Scope of Services: Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached to the Original Agreement and referred to therein as Exhibit “A”. In addition, Consultant shall undertake and complete the preparation of the scope of work as set forth in “Exhibit A-1 to the First Amendment”, “Exhibit A-2 to the Second Amendment”, and “Exhibit A-3 to the Third Amendment”,
incorporated herein by this reference. The Consultant shall perform all services as required in a manner compatible with the standards of its profession and shall produce a fully complete project acceptable to City.”

1. Agreement and all attachments
a. Exhibit A – Scope of Services
b. Exhibit A-1 to the First Amendment – Revised Scope of #2..
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Third Amendment -3- City of Modesto
State Route 132 West Freeway/Expressway - Phase 1 Project Services
c. Exhibit A-2 to the Second Amendment – Revised Scope
of Services
d. Exhibit A-3 to the Third Amendment – Revised Scope
of Services
e. Exhibit B – Insurance Requirements
f. Exhibit C – Project Schedule
g. Exhibit D – Fee Schedule
h. Exhibit D-1 – Revised Fee Schedule
i. Exhibit D-2 – Revised Fee Schedule
j. Exhibit D-3 – Revised Fee Schedule

2. City’s Request for Proposal

3. Consultant’s Response”

The City may retain five percent of all periodic or progress payments made to the Consultant until completion and acceptance of all work tasks and City shall have right to withhold payment from Consultant for any unsatisfactory service until such time service is performed satisfactorily.

Consultant agrees to accept a sum not to exceed EIGHT

MILLION, EIGHT HUNDRED FIFTY-ONE THOUSAND,
SEVEN HUNDRED TWENTY-SEVEN AND 49/100
DOLLARS ($8,851,727.49) as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A" of the original agreement, “Exhibit A-1 to the First Amendment”, “Exhibit A-2 to the Second Amendment”, and
“Exhibit A-3 to the Third Amendment”, for performance by Consultant of all of its duties and obligations under this Agreement.
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Third Amendment -4- City of Modesto
State Route 132 West Freeway/Expressway - Phase 1 Project A. The method of payment for this contract will be based on lump sum, unless otherwise indicated on Exhibit “D”, “D-1”, “D-2”, or “D-3” of this Agreement. The total lump sum price paid to Consultant will include compensation for all work and
deliverables, including travel and equipment described in Exhibit “D,” Exhibit “D-1”, Exhibit “D-2”, and Exhibit “D-3” of this contract. The hourly price paid to Consultant will include compensation for all work and deliverables, including travel and equipment described in Exhibit “D-1”, Exhibit “D2”, and Exhibit “D-3” of this contract. No additional compensation will be paid to Consultant, unless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between Consultant and City. Adjustment in the total lump sum compensation will not be effective until authorized by contract amendment and approved by City.

Final invoice must contain the final cost and all credits due City that include any equipment purchased under the
provisions of section 1.14 Equipment Purchase of this contract.

The final invoice should be submitted within 60-calendar days after completion of Consultant’s work. Invoices shall be mailed to City’s Project Manager at the following address:
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Third Amendment -5- City of Modesto
State Route 132 West Freeway/Expressway - Phase 1 Project Mr. John Rawles, c/o
Community & Economic Development Department
P.O. Box 642
Modesto, CA 95353
(209) 577-5253

6. Except as herein amended or modified, the provisions of the Original Agreement, First Amendment, and Second Amendment are expressly reaffirmed and remain in full force and effect.
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
EXHIBIT A- 3 - SCOPE OF WORK
PAGE 1
EXHIBIT A-3 TO THE THIRD AMENDMENT

REVISED SCOPE OF SERVICES
Revised June 11, 2019
The following scope of work includes design and environmental support during the construction process. These services include design, utility and environmental services necessary to support construction of the project, maintain permit/agreement conditions and close out the project.

All work included herein will be billed on an hourly basis.

TASK 30 REQUESTS FOR INFORMATION (HOURLY)
Task 30.1 Respond to Requests for Information (RFI’s)
Dokken Engineering (Dokken) will provide on-going consultation and interpretation of contract documents, as requested.

Written responses will be provided to all requests for information (RFI’s), and supplemental or revised drawings may be issued to provide clarity to the Resident Engineer (RE) and Contractor. Developing change orders or plans for change orders is also made a part of this task.

Dokken will maintain a log of open and recently closed RFI’s to ensure timely response and progress on all RFI’s. Dokken will provide our responses to the Caltrans Construction Engineer (Harminder Deol) as well.

Task 30.2 RFI Support from Sub-Consultants
Sub consultants Wreco, Drake-Haglan, Y&C, Geocon and O’Dell will be available as requested to respond to RFI’s transmitted to them from Dokken. Dokken will review the responses from our sub consultants for completeness and clarity prior to transmitting them to the City, Caltrans and WSP. Responses will be recorded on the monthly progress report and retained for as-built plan preparation
Task 30.3 Site Visits to Address RFI’s and Coordination Dokken will schedule and attend periodic site visits throughout the project to answer questions, offer insight related to the numerous unique project conditions and sign off RFI’s. It is anticipated that site visits may occur weekly in times of heavy progress and then only occur bi-weekly when less construction activity is occurring.

TASK 31 REVIEW OF SHOP DRAWINGS
(HOURLY)
Task 31.1 Review Shop Drawings
Deliverables – Task 30
 Written Response to RFI’s
 Revised Plans to Clarify RFI’s
 RFI Log Update Monthly or more frequently
 Change Order Plans
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
EXHIBIT A- 3 - SCOPE OF WORK
PAGE 2
Dokken will review submittal drawings and stamp them as returned for corrections, approved as noted, or approved. For the bridges, submittal reviews are anticipated for permanent structure elements such as piling, bearings, joint seals, utility hangers, overhead signs, waterlines, light poles, aesthetics, and post-tensioning. Any corrections will be clearly marked in red and returned to the Resident Engineer. Subsequent reviews to confirm appropriate corrections to the shop drawings are anticipated. Submittals will be copied to Caltrans as requested by the Resident Engineer.

Dokken cannot review shop drawings for bridge falsework.

Task 31.2 Review of Shop Drawings for Pump Station
Wreco will review shop drawings for the pump station and stamp them as returned for corrections, approved as noted or approved. Submittal reviews are anticipated for pumps, control equipment, metal fabrication, railings, hardware, lighting electrical equipment and other major appurtenances related to the pump station. Any corrections will be clearly marked in red and returned to the Resident Engineer. Subsequent reviews to confirm appropriate corrections to the shop drawings are anticipated.

Task 31.3 Review of Shop Drawings for Electrical and ITS Y&C will review shop drawings for the electrical/ITS and stamp them as returned for corrections, approved as noted or approved. Submittal reviews are anticipated for traffic signals, street lighting, CMS, TMS, Fiber Optics, and camera systems. Any corrections will be clearly marked in red and returned to the Resident Engineer. Subsequent reviews to confirm appropriate corrections to the shop drawings are anticipated.

Task 31.4 Review of Shop Drawings for 54” Sewer, Landscape and Irrigation O’Dell will review shop drawings sewers, landscape, hardscape and irrigation for compliance with the project design and special provisions. Submittal review are anticipated for 54” sewer shop drawings, irrigation, and landscaping. Any corrections will be clearly marked in red and returned to the Resident Engineer. Subsequent reviews to confirm appropriate corrections to the shop drawings are anticipated.

Deliverables – Task 31
 Stamped Shop Drawing Reviews
 Stamped Subsequent Reviews to Confirm Corrections
TASK 32 ENVIRONMENTAL CONSTRUCTION SUPPORT (HOURLY)
Based on Dokken Engineering’s understanding of the scope of work for construction support, the following tasks are assumed to be completed by the contractor or CM team:

1. Cultural monitoring (paleontology) during excavation – CM team

2. Biological monitoring – Contractor furnished

3. Inspection of BCS/ADL relocation – CM team (with subconsultant Geocon)

4. Hazardous materials in buildings to be demolished – CPSI and City The following scope of work will be provided by Dokken’s environmental team to provide additional environmental construction support services to ensure the City fully meets the CEQA, NEPA, and permit commitments for the project. #2..
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
EXHIBIT A- 3 - SCOPE OF WORK
PAGE 3
Task 32.1 General Environmental Construction Support
Dokken will be responsible for general environmental construction support and monitoring as required by the environmental document in support of the City’s needs. This task involves periodic inspection of the construction site to ensure all environmental commitments are being adhered to by the City and its contractors. Monitored commitments may include maintenance of Environmentally Sensitive Area (ESA) fencing, monitoring during initial ground disturbing activities, coordination with City, Caltrans, CM, and contractor staff, and managing the project’s Environmental Commitment Record to track commitments as they are completed throughout construction. Dokken will also coordinate with the Contractor supplied biologist to ensure that all biological monitoring commitments are met. Dokken biologists will be available on-call for any unexpected discovery or emergency situation during construction. Dokken will provide agency coordination for start of construction, emergency management, and construction close out notification, as needed.

Deliverables – Task 32
 Completed Environmental Commitment Record tracking all mitigation and other measures throughout construction.
 Environmental Construction Support Monitoring Reports  Agency Notification Records
TASK 33 RELINQUISHMENT SUPPORT (HOURLY)
Task 33.1 Plat Maps and Legal Descriptions for 4 Parcel Adjustments Northstar will prepare plat maps and legal descriptions for 4 parcels to prepare them for the final right of way disposition.

Parcels to be considered include:
1) City needs an easement for the 54” sanitary sewer to be retained from the future Caltrans basin acquired from parcels 20 and 101.
2) City should request the State excess more width along Emerald avenue and a plat and legal should be prepared to accompany the relinquishment negotiations.
3) Plats and legals for the state to relinquish the areas outside the access control along Carpenter to MID or the City where the steel poles are located.
4) A right of way adjustment between the State, City and Mitchell (Parcel No. 33) may be desired.

Not included in this proposal are the final Record of Survey, Relinquishment Maps, monumentation of the right of way, right of way maps, and monumentation of the alignments. Proper scoping of these services is anticipated to require several meetings and negotiation with Caltrans District 10. #2..
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
EXHIBIT A- 3 - SCOPE OF WORK
PAGE 4
Task 33.2 Relinquishment Support
Dokken will provide support to the City and Caltrans in preparing right of way adjustments on and around new SR-132 and relinquishment support for the existing SR-132, “Maze Boulevard”. Support from Dokken may include attending meetings, discussing relinquishment related to the 4 locations noted above in Task 33.1. At these properties along the new SR-132 a division between permanent State right of way and property in fee to be retained by the City should be identified.

TASK 34 UTILITY SUPPORT (HOURLY)
Task 34.1 Utility Support
Dokken will support the City and RE as requested with background information and coordination for planned utility relocations during construction. Support may include discussing potholing findings and research prior to construction, coordinating ongoing relocations with the utility companies, revising details to accommodate any change conditions for the utilities and supporting the City to comply with the utility agreements.

TASK 35 AS BUILT PLAN PREPARATION (HOURLY)
Task 35.1 Prepare As-Built Plans
Using mark-ups received from the RE and supplemental or revised drawings from addenda or RFI’s, Dokken will prepare the final record drawings. These drawings will be prepared electronically in Microstation format and provided on a CD and in both full and half size copies on bond paper.

Prior to preparing the full set of as-built plans, Dokken will meet with District 10 to discuss requirements of the as-built drawings and to clarify conflicting requirements in the Caltrans manuals and policies. Dokken will prepare minutes of the meeting and request definitive concurrence from District 10 of the as-built drawing requirements prior to preparing all the changes to the plan sheets.

Completed as-built plans will be submitted to the City of Modesto, Caltrans District 10/6, and Stanislaus County.

Deliverables – Task 35
 As-Built Plans (11x17) Electronic and Hard Copy Files

END OF PROPOSAL
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City Resoluion No.: 2017-174
CONSULTANT: Dokken Engineering Date: July 10, 2019

DIRECT LABOR
Classification Name Range Hours Total
Project Manager Matthew Griggs, PE $50.00 - $90.00 596 @ $ 82.00 $ 48,872.00 Senior Engineer Martin Maechler, PE $50.00 - $90.00 848 @ $ 71.00 $ 60,208.00 Associate Engineer Eric Espinoza, PE $40.00 - $65.00 1,128 @ $ 52.00 $ 58,656.00 Roadway Project Engineer Richard Sanders, PE $40.00 - $65.00 1,550 @ $ 44.00 $ 68,200.00 Senior Engineer Staff $50.00 - $90.00 516 @ $ 63.00 $ 32,508.00 Associate Engineer Staff $40.00 - $65.00 1,032 @ $ 52.00 $ 53,664.00 Assistant Engineer Staff $30.00 - $50.00 912 @ $ 38.00 $ 34,656.00 Land Surveyor Terry Fletcher, LS $40.00 - $60.00 0 @ $ 55.00 $ - Environmental Manager Namat Hosseinion $50.00 - $90.00 20 @ $ 80.00 $ 1,600.00 Senior Environmental Planner Tim Chamberlain $40.00 - $65.00 60 @ $ 52.00 $ 3,120.00 Associate Environmental Planner Staff $30.00 - $50.00 40 @ $ 42.00 $ 1,680.00 Environmental Planner/Biologist Staff $20.00 - $45.00 120 @ $ 34.00 $ 4,080.00 Senior CAD Detailer Staff $40.00 - $65.00 224 @ $ 59.00 $ 13,216.00 Engineering Technician Staff $19.00 - $40.00 120 @ $ 25.00 $ 3,000.00 @ $ - $ -
Subtotal Direct Labor Costs $ 383,460.00
Anticipated Salary Increases $ -
Total Direct Labor Costs $ 383,460.00
Rate Total
Fringe Benefit 72.19% $ 276,819.77
Total Fringe Benefits $ 276,819.77
Indirect Costs Rate Total
General and Administrative 78.01% $ 299,137.15
Overhead 6.84% $ 26,228.66
Total Indirect Costs $ 325,365.81
FEE (Profit) ( 10.00% ) Total Fee (Profit) $ 98,564.56
OTHER COSTS (TO BE INVOICED AT ACTUAL COST) Quantity Unit Rate Total • Subconsultant RFI Responses *(for 25%) 200000 $ 1.00 $ 200,000.00 • Wreco Shop Drawings * 25000 $ 1.00 $ 25,000.00
• O'Dell Shop Drawings 20000 $ 1.00 $ 20,000.00
• Y&C Shop Drawings * 25000 $ 1.00 $ 25,000.00
• Northstar Plats 8000 $ 1.00 $ 8,000.00
• 0 $ 1.00 $ -
• 0 $ 1.00 $ -
• 0 $ 1.00 $ -
• 0 $ 1.00 $ -
• Outside Reproduction 10,000 11 X 17 sheets $ 0.10 $ 1,000.00 Total Other Costs $ 279,000.00
TOTAL - Dokken Engineering $ 1,363,210.14
SUBCONSULTANT COSTS Total
• Included as ODC $ -
• $ -
• $ -
• $ -
• $ -
* DBE Firm DBE Participation: 7.3% TOTAL - Subconsultants $ - TOTAL COST - NOT TO EXCEED $ 1,363,210.14
EXHIBIT 10-H AMENDMENT 3 COST PROPOSAL
SR-132 Phase 1 Freeway/Expressway Project
EXHIBIT D-3 - Revised Fee Schedule
City of Modesto
Initial
Hourly
Rate
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SR-132 West Freeway/Expressway Phase 1 Project
Exhibit D-3 - Revised Fee Schedule
Revised July 10, 2019

DOKKEN ENGINEERING
TASK
Matthew Griggs(Project
Manager)
Martin Maechler, PE(Senior Engineer)Eric Espinoza, PE(Associate Engineer)Richard Sanders, PE(Associate Engineer)Senior Engineer Associate Engineer
Assistant EngineerNamat Hosseinion (Environmental Manager)Tim Chamberlain (Senionr Environmental Planner)Associate Environmental SpecialistEnvironmental Planner/ Biologist Senior
CADD/Detailers
Engineering
Technician
$231.85 $200.75 $147.03 $124.41 $178.13 $147.03 $107.44 $226.20 $147.03 $118.75 $96.13 $166.82 $70.69 TASK 30 - REQUESTS FOR INFORMATION (Hourly) 400 512 560 1128 452 560 504 64 40 4,220 $200,000.00 $848,693.90

30.1 Respond to RFI's 240 400 360 840 400 560 480 64 40 3,384 $512,038.07

30.2 RFI Support from Sub-Consultants 40 32 40 48 20 180 $200,000.00 $231,113.15

30.3 Site Visits to Address RFI's and Coordination 120 80 160 240 32 24 656 $105,542.68 TASK 31 - REVIEW OF SHOP DRAWINGS (Hourly) 48 280 136 274 64 440 1,242 $70,000.00 $267,513.65

31.1 Review of Shop Drawings 36 240 120 200 40 440 1,076 $170,867.85

31.2 Review of Shop Drawings for Pump Station (Wreco) 4 24 10 24 62 $25,000.00 $36,264.52

31.3 Review of Shop Drawings for Electrical and ITS (Y&C) 4 16 8 24 52 $20,000.00 $28,301.36

31.4 Review of Shop Drawings for 54" Sewer, Landscape and Irrigation (O'Dell) 4 8 40 52 $25,000.00 $32,079.91 TASK 32 - ENVIRONMENTAL CONSTRUCTION SUPPORT (Hourly) 20 60 40 120 240 $29,631.57

32.1 General Environmental Construction Support 20 60 40 120 240 $29,631.57 TASK 33 - RELINQUISHMENT SUPPORT (Hourly) 64 72 8 144 $8,000.00 $32,655.28

33.1 Plat Maps and Legal Descriptions for 4 Parcel Adjustments 16 32 8 56 $8,000.00 $16,550.18

33.2 Relinquishment Support 48 40 88 $16,105.10
TASK 34 - UTILITY SUPPORT (Hourly) 64 16 400 20 160 660 $96,540.11

34.1 Utility Support 64 16 400 20 160 660 $96,540.11
TASK 35 - AS BUILT PLAN PREPARATION (Hourly) 20 40 32 56 32 240 160 80 660 $1,000.00 $88,175.63

35.1 Prepare As-Built Plans 20 40 32 56 32 240 160 80 660 $1,000.00 $88,175.63 TOTAL HOURS 596 848 1,128 1,550 516 1,032 912 20 60 40 120 224 120 7,166 TOTAL COST $138,182.65 $170,234.51 $165,846.32 $192,831.41 $91,914.42 $151,731.74 $97,987.76 $4,523.90 $8,821.61 $4,750.10 $11,535.96 $37,367.45 $8,482.32 $279,000.00 $1,363,210.14 Total HoursDirect Costs

GRAND TOTAL - TOTAL
COSTS
TOTALS
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Fourth Amendment -1- City of Modesto
State Route 132 West Freeway/Expressway - Phase 1 Project

FOURTH AMENDMENT TO AGREEMENT FOR PROFESSIONAL DESIGN SERVICES FOR STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY - PHASE 1 PROJECT This Fourth Amendment to Agreement for Professional Design Services is made with reference to the contractual agreement between the CITY OF MODESTO (“City”) and DOKKEN ENGINEERING, a California corporation (“Consultant”), entered into by the parties on the 2nd day of May, 2017, hereinafter referred to as “Original Agreement”.

This Fourth Amendment to the Original Agreement for Professional Design Services is made with regard to the following recitals:

B. On or about January 22, 2019, the parties entered into a First Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $344,095.43, and attaching corresponding Exhibits A-1 to the First Amendment “Revised Scope of Services” and Exhibit D-1 “Revised Fee Schedule.” C. On or about May 7, 2019, the parties entered into a Second Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $144,421.92, and attaching corresponding “Exhibit A-2 to the Second Amendment - Revised Scope of Services” and “Exhibit D-2 – Revised Fee Schedule.” C. On or about September 24, 2019, the parties entered into a Third Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $1,363,210.14, and attaching corresponding “Exhibit A-3 to the Second Amendment - Revised Scope of Services” and “Exhibit D-3 – Revised Fee Schedule.” DocuSign Envelope ID: C325595C-CFE9-46D6-958C-CD9FE5E0D905 #2..
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Fourth Amendment -2- City of Modesto
State Route 132 West Freeway/Expressway - Phase 1 Project D. On or about October 8, 2020, at the City’s request, Consultant submitted to City a budget augmentation for additional tasks to increase the amount of the Original Agreement, as amended, by an additional $304,270.00. The budget augmentation is attached hereto as “Exhibit A-4 to the Fourth Amendment - Revised Scope of Services” and the further revised fee schedule is attached hereto as “Exhibit D-4 – Revised Fee Schedule.” NOW, THEREFORE, in consideration of this Fourth Amendment to Agreement, and the mutual promises, covenants, and stipulations contained in the Original Agreement for Professional Design Services and the First, Second, and Third Amendments to Agreement, the parties agree as follows:

1. The parties agree that each of the recitals set out above is factually true and correct.

2. Section 1.1 “Scope of Services” of the Original Agreement shall be deleted and parties agree to and hereby do substitute the following in its place:
“1.1 Scope of Services: Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached to the Original Agreement and referred to therein as Exhibit “A”. In addition, Consultant shall undertake and complete the preparation of the scope of work as set forth in “Exhibit A-1 to the First Amendment”, “Exhibit A-2 to the Second Amendment”, “Exhibit A-3 to the Third Amendment”, and
“Exhibit A-4 to the Fourth Amendment”, incorporated herein by this reference. The Consultant shall perform all services as required in a manner compatible with the standards of its profession and shall produce a fully complete project acceptable to City.”

3. Section 2.0 “CONTRACT DOCUMENTS” of the Original Agreement shall be deleted and parties agree to and hereby do substitute the following in its place:

DocuSign Envelope ID: C325595C-CFE9-46D6-958C-CD9FE5E0D905 #2..
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Fourth Amendment -3- City of Modesto
State Route 132 West Freeway/Expressway - Phase 1 Project “2.0 CONTRACT DOCUMENTS
Contract documents consist of the following documents, including all changes, addenda, and modifications thereto:

1. Agreement and all attachments
a. Exhibit A – Scope of Services
b. Exhibit A-1 to the First Amendment – Revised
Scope of Services
c. Exhibit A-2 to the Second Amendment – Revised
Scope of Services
d. Exhibit A-3 to the Third Amendment – Revised
Scope of Services
e. Exhibit A-4 to the Fourth Amendment – Revised
Scope of Services
f. Exhibit B – Insurance Requirements
g. Exhibit C – Project Schedule
h. Exhibit D – Fee Schedule
i. Exhibit D-1 – Revised Fee Schedule
j. Exhibit D-2 – Revised Fee Schedule
k. Exhibit D-3 – Revised Fee Schedule
l. Exhibit D-4 – Revised Fee Schedule

2. City’s Request for Proposal

3. Consultant’s Response”

4. Section 3.1 “Compensation” of the Original Agreement between the parties shall be deleted and the parties agree to and hereby do substitute the following in its place:
“3.1 Compensation: Consultant and City agree that this Agreement is valid and enforceable only if sufficient funds are made available to the City and funding is approved by the governing body of the City. Consultant shall be paid in accordance with the schedule set forth in Exhibit “D” (Fee Schedule), attached hereto and made a part of this Agreement. In addition, Consultant shall be paid in accordance with the schedule set forth in Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, and in Exhibit “D-4”. Fee Schedule rates shall include all work and deliverables, including travel and equipment described in Exhibit “D”, Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, and Exhibit “D-4”, including direct salary costs, employee benefits, and overhead. The City may retain five percent of all periodic or progress payments made to the Consultant until completion and acceptance of all work tasks and City shall have right to withhold payment from Consultant for any unsatisfactory service until such time service is performed satisfactorily.

DocuSign Envelope ID: C325595C-CFE9-46D6-958C-CD9FE5E0D905 #2..
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Fourth Amendment -4- City of Modesto
State Route 132 West Freeway/Expressway - Phase 1 Project Consultant agrees to accept a sum not to exceed NINE MILLION,

ONE HUNDRED FIFTY-FIVE THOUSAND, NINE
HUNDRED NINETY-SEVEN AND 49/100 DOLLARS
($9,155,997.49) as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A" of the original agreement, “Exhibit A-1 to the First Amendment”, “Exhibit A-2 to the Second Amendment”, “Exhibit A-3 to the Third Amendment”, and “Exhibit A-4 to the Fourth Amendment”, for performance by Consultant of all of its duties and obligations under this Agreement.

A. The method of payment for this contract will be based on lump sum, unless otherwise indicated on Exhibit “D”, “D-1”, “D-2”, “D-3”, or “D-4” of this Agreement. The total lump sum price paid to Consultant will include compensation for all work and deliverables, including travel and equipment described in Exhibit “D,” Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, and Exhibit “D-4” of this contract. The hourly price paid to Consultant will include compensation for all work and
deliverables, including travel and equipment described in Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, and Exhibit “D4” of this contract. No additional compensation will be paid to Consultant, unless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum compensation will be negotiated between Consultant and City. Adjustment in the total lump sum compensation will not be effective until authorized by contract amendment and approved by City.

D. Consultant will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by City’s Project Manager of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which DocuSign Envelope ID: C325595C-CFE9-46D6-958C-CD9FE5E0D905 #2..
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Fourth Amendment -5- City of Modesto
State Route 132 West Freeway/Expressway - Phase 1 Project Consultant is billing. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the Cost Proposal and shall reference the project title as noted elsewhere in this contract.

Final invoice must contain the final cost and all credits due City that include any equipment purchased under the
provisions of section 1.14 Equipment Purchase of this contract.

The final invoice should be submitted within 60-calendar days after completion of Consultant’s work. Invoices shall be mailed to City’s Project Manager at the following address:

Mr. John Rawles, c/o
Community & Economic Development Department
P.O. Box 642
Modesto, CA 95353
(209) 577-5253

6. Except as herein amended or modified, the provisions of the Original Agreement, First Amendment, Second Amendment, and Third Amendment are expressly reaffirmed and remain in full force and effect.

DocuSign Envelope ID: C325595C-CFE9-46D6-958C-CD9FE5E0D905 #2..
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DocuSign Envelope ID: C325595C-CFE9-46D6-958C-CD9FE5E0D905 504 8th
December
1/27/2021
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
EXHIBIT A-4, TO THE FOURTH AMENDMENT

REVISED SCOPE OF SERVICES
Revised October 8, 2020
The following Scope of Services is for miscellaneous, not-typical, design services requested during construction and for additional design services related right of way support, claim support, and right of way close out surveying. Approximately 2/3rds of these services are pass-through costs through Dokken to sub-consultants for specialty construction support services.

TASK 36 – Melton Olmsted Structure Modifications (HOURLY) Burne Engineering (Burne) will prepare structure modification plans for the industrial building on APN 029-015-008, Melton and Olmsted Enterprises Incorporated. The City has acquired a portion of the existing property. A metal industrial building lies on the portion of the parcel acquired and on the remainder retained by the owner. Burne will prepare plans to remove that portion of the building that lies in the recently acquired project right of way and reface the remainder of the building. Burne will prepare plans, submit the design to the City Building Department, address comments from the City and obtain a City Building Permit.

Dokken will respond to comments from the City stormwater reviewer and provide notes to Burne to be added to the plans to address stormwater management.

Task 37 – Surveying During Construction (HOURLY)
Northstar Engineering will perform survey services during the construction period. These services are to be initiated only upon request by the City and may include any of the following: 1) additional plat maps and legal descriptions necessary for final disposition of parcels, 2) quality assurance surveys to check staking by the Contractor surveyor, 3) staking of final rights of ways or property lines, or other survey support services requested by the City.

Task 38 – Cathodic Protection (LUMP SUM)
MurraySmith and V&A Consulting Engineers will develop cathodic protection details for the City of Modesto ductile iron pipe waterlines in the roadway and bridge on Rosemore Avenue and Carpenter Road.

MurraySmith:

Project Management: This task is to monitor the progress of the contract, coordinate with staff from Dokken Engineering, coordinate with V&A Engineering, and address issues that may come up in the course of performing the work. It also includes monitoring budgets and progress billing to confirm the project stays within scope and budget.
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
Document Review: Review the contract documents in detail relative to the water pipeline relocation and installation, confirming material selection, connections to existing watermains, material compatibility and overall functionality of the cathodic protection system.

Plans and Specifications: Review the proposed cathodic protection plans and specifications prepared by V&A Engineering and confirm their compatibility with existing and proposed conditions. Make recommendations as required and provide supplementary specifications if necessary for isolation joints. Identify the most suitable locations for cathodic test stations and anodes if necessary.

Prepare an estimated cost of the resulting corrosion protection items.

V&A Consulting Engineers, Inc.

1. Project Management: The objective of this task is to track and execute the project in accordance with the schedule, budget, and quality expectations that are established. This task includes the following project management work activities:
a. Monitor project progress, including work completed, work remaining, budget expended, schedule, estimated cost of work remaining, and estimated cost at completion; manage activities within total project budget.
b. Monitor project activities for potential changes and anticipate changes whenever possible; with approval, modify project tasks, task budgets, and approach to keep the overall project within budget and on schedule.
c. Manage the quality of all work activities and project deliverables.

2. Document Review: Review alignment, geotechnical information, and preliminary plans and specifications for pipeline design.

3. Pipeline Corrosion Control within Bridge Letter: Prepare a letter discussing and recommending corrosion control for the ductile iron water pipelines within the bridge (not exposed to soil). It is understood that this piping will be installed first and, therefore, there is high priority on issuing these recommendations as soon as possible. A draft electronic copy of the report will be submitted for review.

Comments will be incorporated, and a final electronic copy will be provided.

4. In-situ Soil Resistivity Testing: Measure soil resistivity using the Wenner four-electrode method along the proposed alignments. The resistivity testing will be conducted at three locations along Rosemore Avenue and three locations along Carpenter Road to a depth of 20 feet below grade or the proposed pipeline depth, whichever is shallower.

5. Soil Corrosivity Report: Prepare a soil corrosivity report with V&A’s interpretation and analysis of the soil resistivity testing and chemical analysis. The degree of corrosivity of the soil will be discussed with respect to ductile iron pipes. Recommendations will be made for corrosion control of the ductile iron water pipelines. A draft electronic copy of the report will be submitted for review. Comments will be incorporated, and a final electronic copy will be provided.

6. Plans and Specifications: Prepare plans and technical specification Section 13 47 13, “Cathodic Protection,” for the cathodic protection system or Section 13 47 13, “Corrosion Monitoring,” for the #2..
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
corrosion monitoring system, depending on which system is recommended in the Soil Corrosivity Report.

Plans will be prepared in AutoCAD and will be provided in PDF format. Plans and specifications will be prepared for the 100% submittals. One round of comments will be addressed at each submittal.

7. Technical Assistance: Provide up to 8 hours of technical assistance and participation in conference calls, as required.

Task 39 – Groundwater Level Measurements (EACH, LUMP SUM) Aaron’s Well Drilling, Inc (Stackhouse Johns) will perform soundings for groundwater depth at well locations near the project upon authorization from Dokken and written permission from the owner. The cost provided by Aaron’s is $400 for each measurement to be billed to Dokken Engineering in a lump sum amount for each test.

The City will arrange for permission to enter the properties of the well owners.

Task 40 – Site Reviews for ADA Compliance (HOURLY)
Sally Swanson Architects (SSA) will provide on-call ADA access compliance consulting services to the City of Modesto upon request. SSA will be working under the direct authorization of Dokken Engineering.

Services may include but not limited to the following:
• Preliminary review of ADA project scoping.
• On-site or conference construction meeting(s) with project team to resolve difference in design access philosophy as requested.
• Site accessibility survey and report.
• Accessibility plan review.
• Assessing, evaluating and documenting (narrative/report) ADA code compliance issues. • Pre-installation field visit(s) as requested.
• On-site constructability or peer review services to support construction schedule as requested.
• Access compliance plan review of addendum and change order. • Assist project team to resolve any ADA issues may arise in the filed during construction Phase. • Provide interpretation of guidelines and regulations. • Accessibility punch-list walk and report for completed or on-going constructions. • Other ADA technical assistance/consultation via telephone or conference call.

Dokken will assist with coordination of the ADA services and process invoicing and payments for SSA.

Task 41 – Additional As-Needed Design Support (HOURLY)
Dokken Engineering and our subconsultants will provide ongoing design support to the City of Modesto and the Resident Engineer. The survey close-out tasks are anticipated to be performed by Northstar Engineering.

This task may include any of the following work items as requested or as needed:
· Support to the City for Right-of-Way transfers and close out with Caltrans #2..
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
· Property Transfer Deed Legal Descriptions
· Post Construction “After Condition” Record of Survey
· Updated Caltrans Right-of-Way Map
· Relinquishment Support – for meeting with Caltrans, agreement review / support, property exchanges with the Department, preparation of exhibits or mapping · Claim Support – engineering support from the design team to evaluate the merit and or value of potential claims.
· Other as-needed design engineer requests
End of Amendment No. 4.
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DESIGN SUPPORT DURING CONSTRUCTION - ADDITIONAL SUBCONTRACTED TASKS State Route 132 West Freeway/Expressway - Phase 1 Project Exhibit D-4, Revised Fee Schedule
TASK
Matthew Griggs, PE(Project Manager)Juann Ramos, PE Senior Engineer Associate Engineer
Assistant Engineer
Administration/Clerical
PrincipalProject Manager andSr. Technical ArchitectSr. Policy SpecialistSr. Access ConsultantDrafter or Technical StaffClerical $226.20 $183.78 $147.03 $93.31 $70.69 $225.00 $160.00 $185.00 $125.00 $110.00 $75.00 TASK 36 - Melton Olmsted Structure Modification (Hourly) 4 4 8 7,000 $8,187.52 8 $7,000.00 $8,187.52

36.1 Melton Olmsted Structure Modification 4 4 8 7,000 $8,187.52 8 $7,000.00 $8,187.52 TASK 37 - Surveying During Construction (Hourly) 6 3 9 $10,000 $11,094 9 $10,000 $11,094

37.1 Surveying During Construction 6 3 9 $10,000 $11,094 9 $10,000 $11,094 TASK 38 - Cathodic Protection 2 20 16 5 43 $30,600 $35,839 43 $30,600 $35,839

38.1 Design of Cathodic Protection, Dokken (Hourly) 2 20 16 5 43 $5,239 43 $5,239

38.2 Design of Cathodic Protection - Murray Smith (Lump Sum) $30,600 $30,600 - $30,600 $30,600 TASK 39 - Groundwater Level Measurements 2 6 2 10 $2,400 $3,876 10 $2,400 $3,876

39.1 Sounding Coordination & Well Research (Hourly) 2 6 2 10 $1,476 10 $1,476

39.2 Groundwater Soundings (Each, Lump Sum) $2,400 $2,400 - $2,400 $2,400 TASK 40 - Site Reviews for ADA Compliance (Hourly) 4 12 8 8 32 $4,851.89 20 60 40 160 20 20 320 4,800 50,000 352 $4,800 $54,852

40.1 Site Reviews for ADA Compliance 4 12 8 8 32 $4,852 20 60 40 160 20 20 320 4,800 50,000 352 $4,800 $54,852 TASK 41 - Additional Design Support (Hourly) 60 60 400 60 20 600 $100,000 $190,421.53 600 $100,000 $190,422

41.1 Additional As Needed Design Support 60 60 400 60 20 600 $100,000 $190,421.53 600 $100,000 $190,422 TOTAL HOURS 72 72 440 76 42 702 20 60 40 160 20 20 320 1,022 TOTAL COST 16,286$ $ 13,232 $ 64,692 7,091$ $ 2,969 $150,000 $ 254,270 4,500$ 9,600$ 7,400$ 20,000$ 2,200$ 1,500$ 4,800 50,000 $ 154,800 $ 304,270 Total Hours Total Cost Direct CostsGRAND TOTAL - TOTAL
COSTS

GRAND TOTAL - DIRECT
COSTS
SALLEY SWANSON ARCHITECTS INC.

GRAND TOTAL - HOURS
Total Hours Total Costs Direct Costs
October 8, 2020

DOKKEN TOTALS
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
EXHIBIT A-5, TO THE FIFTH AMENDMENT

REVISED SCOPE OF SERVICES
Revised February 16, 2022
This amendment includes additional design services outside the scope of work of the Phase 1 project.

These additional services are requested by the City to support public and MID requests for additional project features.

TASK 30.6 – Pedestrian Enhancements at Carpenter / Elm Intersection (HOURLY) There are four parts to this task: 1) meeting and preparing exhibits to establish the approved course(s) of action, 2) preparing plans for the restriping of southbound Carpenter Road, 3) preparing plans and quantities for design improvements to the Carpenter Road / Elm Avenue Intersection and 4) reviewing shop drawings for a new hybrid beacon.

Dokken will prepare an exhibit to assist the City in reaching consensus on the improvements to be made and attend meetings as needed to develop the change order plans.

Dokken will prepare change order plans and quantities to implement a restriping concept for Carpenter Road per the concept design prepared by the City of Modesto. This restriping concept may contain elements such as removal of the Carpenter Road median and the addition of sidewalk to the west side of the bridge.

Dokken will further prepare plans and quantities for improvements to the Carpenter Road / Elm Avenue intersection to improve pedestrian safety to and from neighborhoods along Elm Avenue and Shirley Court west of Carpenter Road. The improvements will include the following:
1) Overhead pedestrian activated hybrid beacon over the Carpenter Road crosswalk 2) Asphalt concrete landing pad and walking path along Elm Avenue from Carpenter Road to Shirley Court
3) New crosswalk across Elm Ave to Shirley Court
4) New concrete curb ramp at the southwest corner of Elm Ave / Shirley Court 5) Revised striping for Carpenter Road crosswalk, signing and advance striping for the hybrid beacon 6) Arrange for electrical signal connection to tie into the existing Elm Ave streetlight circuit Assumptions:
1) Electrical power for the hybrid beacon will come from the City lighting circuit on Elm Avenue and no new service connection to MID will be required.
2) No survey or ROW services are needed.

Task 30.7 – MID / Wagner Road Extension (HOURLY)
Dokken will participate in negotiations with the City, MID, Wagner representatives, and Caltrans to support resolution of a expanded design for the Wagner / MID access road. Participation will include site visits, meetings, the preparation of exhibits, surveys, plans to accommodate the desired access within areas inside and outside the existing MID easements, all while considering orchard operations. #2..
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Dokken will design an additional 1,100-foot segment of the MID / Wagner Road from North Dakota to MID Tower #103. Dokken will design truck turn-around at Tower #103 and ingress /egress from the access road onto N. Dakota and eastbound SR-132. The new access road segment will be 12’ wide in a 16’ ROW, fenced on both sides.

Northstar will stake the existing toe of the proposed MID access roadway, survey the elevations of the existing road and prepare a plat map and legal description for transfer of the 16-foot section in fee or easement from the City to MID.

Dokken will detail the removal and reconstruction of the existing access road from Tower #103 to the tower near the City’s 54” sewer truck line. The design will show removal of the 16-foot access road and construction of a new low-profile 20-foot access road for 5,400 feet.

Assumption:
1) City legal consultant will handle obtaining signature and recording of the right of way transfer with the completion of the agreement.

End of Amendment No. 5.
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DESIGN SUPPORT DURING CONSTRUCTION - ADDITIONAL DESIGN TASKS State Route 132 West Freeway/Expressway - Phase 1 Project Exhibit D-5, Revised Fee Schedule
TASK Matthew Griggs, PE (Project Manager) Richard Sanders, PE (Roadway PE) Joe Ostdiek, PE, TE (Senior Traffic Engineer) Ashley Orsaba-Finders, PE (Senior Engineer) A. Konieczka, E. Espinoza, F. Enriquez, (PE, Senior Engineers) Martin Maechler, PE (Senior Engineer) Associate Engineer Assistant Engineer Right of Way Manager Right of Way Specialist Environmental Manager Senior Environmental Planner Senior CADD/Detailer Engineering Technician Administration/Clerical $254.47 $155.51 $189.44 $180.96 $172.47 $220.54 $155.51 $113.10 $183.78 $147.03 $212.06 $152.68 $169.65 $84.82 $98.96 TASK 30 - REQUESTS FOR INFORMATION 44.00 172.00 40.00 24.00 20.00 200.00 15.00 12.00 527.00 $10,443.45 $89,227.24

30.6 Pedestrian Enhancements at Carpenter / Elm Intersection 20.00 64.00 40.00 12.00 20.00 80.00 4.00 6.00 246.00 $2,409.52 $40,438.59

30.7 MID / Wagner Road Extension 24.00 108.00 12.00 120.00 11.00 6.00 281.00 $8,033.93 $48,788.65 -
TOTAL HOURS 44.00 172.00 40.00 24.00 20.00 200.00 15.00 12.00 527.00 TOTAL COST $ 11,197 $ 26,748 $ 7,578 $ - $ 4,139 $ - $ 3,110 $ 22,620 $ - $ 2,205 $ - $ - $ - $ - $ 1,188 $ 10,443 $ 89,227 2/16/2022, Revised

DOKKEN TOTALS GRAND TOTAL - HOURS GRAND TOTAL - DIRECT COSTS GRAND TOTAL - TOTAL COSTS #2..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

August 10, 2022
Date: June 22, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: 10-year lease of Airport Hangar 1S to Commemorative Air Force CONTACT: Gabe da Silva, Airport Manager, [email protected], 209-577-5319 DESCRIPTION:

Consider approving a 10-year Lease Agreement with Commemorative Air Force, for Hangar 1S at the Modesto City–County Airport and forwarding to Council for approval. (Funding Source: Airport Operating Fund)
STRATEGIC PLAN ELEMENT:

This item is consistent with the City’s Strategic Plan and Area of Focus “Economic Vitality”, Retain and attract residential, commercial, and industrial development to meet the community’s needs today and for the next generation; Goal E “Drive the success of a vibrant and economically sustainable business climate”.

BACKGROUND:

The Commemorative Air Force (CAF) was founded to acquire, restore and preserve in flying condition, a complete collection of combat aircraft which were flown by all military services of the United States, and selected aircraft of other nations, for the education and enjoyment of present and future generations of Americans. CAF also houses a museum for the permanent protection and display of these aircraft as a tribute to the thousands of men and women who built, serviced, and flew them. They are here to perpetuate in the memory and in the hearts of all Americans, the spirit in which these great planes were flown in the defense of our nation.

CAF has occupied Hangar 1S of the Modesto Airport since 2006. The CAF has a vast following that reaches beyond local residents building a culture based around history. Their events and activities increase aircraft traffic counts, fuel sales and overall awareness for the Airport as well as support community engagement.
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Economic Development Committee, August 10, 2022
10-year lease of Airport Hangar 1S to Commemorative Air Force

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DISCUSSION:

The local CAF squadron has already done considerable improvements over the years since occupying Hangar 1S in 2006. However, beginning in 2019, they have completed a large-scale rehabilitation of this historic hangar built in 1929. CAF would like to enter into a new 10-year lease agreement where they would receive monthly credit towards the lease amount for the completed improvements. Agreements of this type have been a common practice with other Airport tenants who’ve performed rehabilitation efforts.

Included in the completed rehabilitation of hangar 1S

1. Construction of Restrooms

2. Exterior- Stucco and Paint includes enclosing sections of the windows, new ventilation grates, gutter and down spout repair/replacement and removal and glazing of all exterior windows.

3. Interior and Exterior- Structural repairs of the west facing wall. Including framing in the old doors

4. Installation of exterior fire rated doors

5. East facing hangar door insulation, sealing and weather-stripping. East facing wall Structural repairs and sheet metal replacement.

6. Interior- Paint, structural repairs to electrical room, drywall patching, refinishing of floor in storage room and LED lighting addition, baseboard installation Total Expenses 2019-2022 $112,582.43
Total CAF Volunteer Hours- 1/2/2019 – 5/6/2022 3698. hrs Hours billed @ $20.70 per hour as reflected in the previous lease agreement dated June 2012
$76,561.02
Grand Total for Expenses and Labor $189,143.45
The total amount for the completed improvements is $189,143. This amount would be amortized over the term of the lease which calculates out to $18,914 annually and $1,576 monthly. The current lease amount based on the rate schedule dated 9/1/2020 has Hangar 1S listed at $1,821 per month. As part of this lease agreement, CAF would be given a monthly lease credit of $1,576 for the length of their lease; therefore, the monthly adjusted lease payment equals $245 per month for the first 12 months with periodic cost of living adjustments based on the Consumer Price Index annually thereafter. CAF agrees that, if the lease is terminated prior to the end of the 10-year period, any and all in-kind and donated improvements would be forfeited and become the property of the City.

Per the lease, CAF shall hold the City harmless for future maintenance, trash collection, and all utilities and taxes to Hangar 1S. All such charges shall be paid by CAF directly to the appropriate service provider.

The rehabilitation of Hangar 1S has brought this historic hangar back to life as well as significantly improved a city owned property. This partnership between the Airport and CAF supports this local nonprofit organization, the community they serve and their mission to educate, inspire and honor.

FISCAL IMPACT:

The impact for the Airport revenue is approximately $18,914 annually and $189,143 over the term of the 10-year lease.
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Economic Development Committee, August 10, 2022
10-year lease of Airport Hangar 1S to Commemorative Air Force

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Approved by:

Bill Sandhu, Director of Public Works
Joseph P. Lopez, City Manager
Attachment

1. Lease Agreement

2. Exhibit A
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AIRPORT PROPERTY LEASE

CITY OF MODESTO
And
Commemorative Air Force (CAF)
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AIRPORT LEASE
This Lease is entered into on , 2022, by and between the City of Modesto, a municipal corporation, hereinafter referred to in this Lease as “Lessor,” and the Commemorative Air Force (CAF), hereinafter referred to in this Lease as “Lessee.”
Subject to the terms and conditions set forth in this Lease, Lessor hereby leases the premises commonly known as Hangar 1S located at 700 Tioga Dr., Modesto, California, hereinafter referred to as “Leased Space” to Lessee. The Leased Space is outlined in red on Exhibit A which is attached hereto and made a part hereof.

TERM

1. The term of this Lease shall be for a period of 10 years commencing on , 2022, and ending on , 2032 (“Termination Date”), unless terminated earlier as provided in this Lease. If Lessee continues to occupy the Leased Space after the Termination Date, Lessee’s continued occupancy of the Leased Space shall be deemed to be a month-to-month tenancy which may be canceled at any time by Lessor or Lessee.

COMPENSATION

2. For the first year of this Lease, Lessee shall pay Lessor Two Hundred Forty Five Dollars and Twenty-Two Cents ($245.22) per month (“Monthly Lease”).
(a) Periodic Cost-Of-Living Adjustment: The Monthly Lease shall be subject to adjustment after the first twelve (12) months of this Lease, and annually thereafter on July 1st of each succeeding year of this Lease. The adjustment shall be based on the Consumer Price Index (base year 1967=100) published by the #3..
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United States Department of Labor, Bureau of Labor Statistics (“Index”), which is in effect on the date the terms commence (“Beginning Index”). The report titled “All Urban Consumers (CPI-U) for Western Region,” Series ID: CUUR0400SAO will be used for the adjustment calculation. The Index published most immediately preceding the adjustment date in question (“Extension Index”) is to be used in determining the amount of the adjustment. If the Extension Index has increased over the Beginning Index, the minimum Monthly Lease for the next twelve (12) months shall be set by multiplying the Monthly Lease set forth herein for the initial period of the term by a fraction, the numerator of which is the Extension Index and the denominator of which is the Beginning Index. In no case shall the minimum Monthly Lease be less than the Monthly Lease set forth herein.
(b) If the Index is changed so that the base year differs from that in effect when the term commences, the Index shall be converted in accordance with the conversion factor published by the United States Department of Labor, Bureau of Labor Statistics. If the Index is discontinued or revised during the term, such other government Index or computation with which it is replaced shall be used in order to obtain substantially the same result as would be obtained if the Index had not been discontinued or revised.

3. In all cases where Lessee is required by this Lease to pay rent, fees, and charges, such payment shall be made to the City Finance Department, City of Modesto, 1010 10th Street, Modesto, California 95354, or at such other place that the City may hereafter designate by notice in writing to the Lessee and shall be made in legal tender of the United States. All checks received by Lessor shall be subject to collection, and the Lessee agrees to pay any bank charges assessed for the collection of such checks. Payments become due on the first of the month and are considered #3..
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delinquent if not paid by the end of the month. Any delinquent payment shall accrue interest on the outstanding balance at the rate of five percent (5%) per month until the outstanding payment is received by Lessor.

4. Lessee shall provide Lessor with a security deposit equal to the Monthly Lease. The security deposit shall be kept by the Lessor in trust until either party notifies the other that they wish to terminate this Lease. Lessor shall return the security deposit within thirty (30) days of the termination of this Lease, so long as there are no outstanding debts owed to Lessor by Lessee, and Lessor has determined no damage has occurred to the Leased Space.

USE OF PREMISES

5. The Leased Space shall be used for Commemorative Air Force’s weekly meetings and special events hosted by Lessee. No other use shall be permitted without the express written consent of the Lessor’s Airport Manager or Lessor’s City Manager.

PROHIBITED USES

6. Lessee shall not commit or permit the commission of any acts on the Leased Space, nor use or permit the use of the Leased Space, in any way that:
(a) Increases the existing rates for or causes cancellation of any fire, casualty, liability, or other insurance policy insuring the Leased Space or its contents;
(b) Violates or conflicts with any law, statute, ordinance or governmental rule or regulation, whether now in force or hereinafter enacted, governing either the Leased Space or the building commonly referred to as Hangar 1S; (c) Obstructs or interferes with the rights of other tenants, lessees or occupants of the building;
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(d) Constitutes the commission of waste on the Leased Space or the commission or maintenance of a nuisance as defined by the laws of California; and/or
(e) Causes business transactions to be conducted in an
unprofessional and unethical manner.

Any use of the leased premises which would, or potentially could, result in environmental contamination of the leasehold or of surrounding property within the meaning of California law is prohibited.

ALTERATIONS OR IMPROVEMENTS

7. (a). All structures and facilities of the Leased Space are leased to the Lessee in an “as is” condition, and all costs for adapting such facilities to the Lessee’s purposes shall be borne by Lessee. No alteration, addition or improvement to the Leased Space shall be made by Lessee without the written consent of Lessor.

Lessee shall submit to Lessor preliminary plans for the alteration, addition or improvement. Lessor shall, in its sole discretion, approve or disapprove the proposed alteration, addition or improvement within fifteen (15) calendar days after its receipt of Lessee’s written request for approval. If Lessor fails to affirmatively approve or disapprove the proposed alteration, addition or improvement within the time period referenced above, the proposed alteration, addition or improvement shall be deemed disapproved. Lessee shall obtain all necessary governmental permits required for any alteration, addition, or improvement approved by Lessor and shall comply with all applicable governmental laws, regulations, ordinances, and codes. Only California licensed contractors shall be used for electrical, heating/air conditioning and plumbing projects, and shall comply with Lessor requirements for licensing, bonding and insurance. All improvements and fixtures attached to the real property shall become the #3..
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property of Lessor on the expiration or other earlier termination of this Lease. However, Lessor shall have the right to require Lessee to remove any fixtures at Lessee’s cost upon termination of this Lease. Should Lessee remove fixtures upon termination of this Lease, Lessee shall repair and restore any damages to the Leased Space caused by such removal.

MECHANICS’ LIENS

8. If Lessee causes any alterations, additions or improvements to be made to the Leased Space, Lessee agrees to keep the Leased Space free of liens for both labor and materials. If a lien is placed on the Leased Space in connection with any construction, repair or replacement work that Lessee may, or caused to be performed under this Lease, which results in a final judgment, Lessor may pay the amount of that judgment. Lessee shall reimburse Lessor for the full amount paid within thirty (30) calendar days after that amount is paid by Lessor; otherwise, Lessee shall be in default under this Lease.

IMPROVEMENTS, MAINTENANCE, AND REPAIRS
9 All structures and facilities on the Leased Premises are leased to Lessee in an “as is” condition and all costs for adapting such facilities to Lessee’s business purposes shall be borne by Lessee. All improvements and fixtures attached to the real property remaining after termination of this Lease shall become the property of the Lessor, except as otherwise agreed upon by contract. No improvements or fixtures shall be constructed or installed without the prior written approval of Lessor’s Airport Manager or Lessor’s City Manager.
b. The below-referenced improvements proposed by Lessee must comply with, any and all public laws, ordinances, regulations, permits, and orders of governmental authority. Only California Licensed contractors shall be used for #3..
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electrical, heating/air conditioning and plumbing projects, and shall comply with City requirements for licensing, bonding and insurance. Any building permits will be posted in a conspicuous manner for inspection by the Lessor. Any improvements and fixtures attached to the real property shall become the property of Lessor on the expiration or other earlier termination of this Lease. However, Lessor shall have the right to require Lessee to remove any fixtures at Lessee’s cost upon termination of this Lease. Should Lessee remove fixtures on termination of this Lease, Lessee shall repair and restore any damages to the Leased Space caused by such removal.

DESCRIPTION OF COMPLETED IMPROVEMENTS

1. Construction of Restrooms

2. Exterior- Stucco and Paint includes enclosing sections of the windows, new ventilation grates, gutter and down spout
repair/replacement and removal and glazing of all exterior windows.

3. Interior and Exterior- Structural repairs of the west facing wall.

Including framing in the old doors

4. Installation of exterior fire rated doors

5. East facing hangar door insulation, sealing and weatherstripping. East facing wall Structural repairs and sheet metal replacement.

The Lessee has performed the above-listed improvements to the satisfaction and approval of City, the expenses incurred by the Lessee completing the #3..
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Improvements listed above, will be credited to the Monthly Lease (“Offset Amount”) in the amount of $1,576.20. Lessee will receive a reduction in the Monthly Lease, as approved by City Council Resolution ____________ for the term of this Lease period. c. Lessor will be responsible for timely repairs of all major structural repairs such as roofing, exterior painting, and major electrical repairs. Lessee will be responsible for all other maintenance and repairs including broken windows, doors, fixtures, air conditioning, and heating equipment, and interior painting as well as all interior improvements.
d. Lessee shall keep all equipment and improvements installed by Lessee on the Leased Premises in good repair and operating condition. The Leased Premises shall be kept clean and free of all trash and debris. All improvements and fixtures attached to the Leased Premises shall, at Lessor’s option, become and remain the property of Lessor upon the termination of this Lease, except as otherwise agreed upon in writing by the parties hereto.
e. Lessee shall make any and all additions to or alterations in any buildings and improvements on Leased Premises which may be required by, and shall otherwise observe and comply with, any and all public laws, ordinances, regulations, and orders of governmental authority applicable to said leased premises and/or Lessee activities thereon.
f. Lessor and its representatives shall have the right during normal business hours to enter upon the leased premises and the improvements thereon for the purpose of inspection, and Lessee shall at their sole cost and expense carry out and complete any repairs or maintenance to the Leased Premises required by law, #3..
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ordinance, rule, regulation or Airport policies or procedures which apply to the general operation of aviation activities at the Airport.
g. Any proposed changes, removals, alterations or additions to buildings and improvements already existing on the Leased Premises at the commencement of this Lease or constructed by Lessee on the Leased Premises shall be submitted to Lessor for Lessor’s written approval as to the aspects, location, layout and design, as well as architectural and aesthetic designs. Such proposals shall include an architect’s estimate of costs for such changes, removals, alterations or additions.

There shall be no changes, removals, alterations or additions made to buildings and improvements already existing on the Leased Premises or constructed by Lessee on the Leased Premises without Lessor’s prior written approval. h. Lessor reserves the right to notify Lessee in writing, to maintain or repair any improvements located on the Leased Premises. If Lessee fails to make such maintenance and repairs within thirty (30) days from the date of said notice from Lessor, Lessor may perform such maintenance or repairs, and Lessee shall within ten (10) days after receiving written notice thereof pay the Lessor for the cost of performing the maintenance and/or repairs, including a ten percent (10%) administrative fee.

At the expiration or sooner termination of this Lease, Lessor may, at Lessor’s election, demand the removal from the premises of all fixtures and improvements. A demand by Lessor to take effect at the normal expiration of the term shall be effected by notice given at any time within six (6) months before the expiration date. A demand to take effect on any other termination of the Lease shall be effected by notice given in or concurrently with notice of such termination or within thirty (30) days #3..
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after such termination. Lessee shall comply with the notice before the expiration date, for normal termination, and within sixty (60) days after the notice for other terminations.

At the expiration or termination of the Lease, provided Lessee is not then in default, Lessee shall have the right to remove any and all trade fixtures, provided all results and injuries to the premises and remaining improvements are completely remedied, and Lessee complies with Lessor’s reasonable requirements respecting the results and appearance. At the expiration or sooner termination of the term, Lessor may, at Lessor’s election, demand the removal from the premises of all fixtures, provided Lessor notified Lessee in writing no later than ninety (90) days prior to the expiration date.

A demand to take effect on any other termination of the Lease shall be effected by written notice given on or concurrently with notice of such termination, or within sixty (60) days after such termination.

Lessee shall comply with removal before the expiration date for normal terminations and within sixty (60) days after notice for such other terminations. Upon written request from Lessee, Lessor shall, from time-to-time, execute and deliver any instrument that may be required by any equipment supplier, vendor, Lessor and/or Lender whereby Lessee waives and/or releases any right it may have or acquire with respect to any equipment or trade fixtures Lessee or any sub-lessee of Lessee may affix to the premises, and agree that the same do not constitute realty, provided such equipment or trade fixtures are attached in such a manner to the premises or improvements that they may be removed without causing structural damage.

INSPECTION AND REVIEW BY LESSOR
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10. Lessee shall permit Lessor or Lessor’s agents, representatives, or employees to enter the Leased Space at all reasonable times for the purpose of inspecting the Leased Space to determine whether Lessee is complying with the terms of this Lease and for the purpose of doing other lawful acts that may be necessary to protect Lessor’s interest in the Leased Premises under this Lease. Lessee shall keep all equipment and improvements installed by Lessee on the Leased Premises in good repair and operating condition. The Leased Premises shall be kept clean and free of all trash and debris. Lessor reserves the right to review the nature and quality of service rendered by Lessee hereunder, and to require all practices objectionable to Lessor to be either remedied or discontinued.

COMMON AREAS

11. Lessee, their agents, employees, servants, customers, and invitees are authorized to use, in common with the general public, building restrooms, airport roadways and parking areas. Lessee shall have full and unrestricted right of access to and egress from those portions of the Airport occupied by Lessee which privilege shall extend to the employees, business visitors, customers, guests and invitees of the Lessee.

SECURITY AND LOCKS

12. Lessee shall, at its own expense, provide reasonable security for the Leased Space and any improvements now existing or hereafter erected or installed on the Leased Space subject to the approval of the Lessor’s Airport Manager, including but not limited to installation and maintenance of a burglar alarm system. Said burglar alarm system need not be installed until required by Lessor’s Airport Manager. Lessee #3..
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shall not install or place additional locks or bolts of any kind upon any of the doors of the Leased Space and shall make no changes whatsoever in existing locks.

SIGNS

13. Lessee shall not place any signs upon the premises without Lessor’s written consent of the Airport Manager.

UTILITIES AND TAXES

14. Lessee shall pay and hold Lessor and the property of Lessor free and harmless from all charges for the furnishing of trash collection, telephone service and other public utilities to the premises not identified in this Lease as Lessor’s responsibility. All such charges shall be paid by Lessee directly to the provider of the service and shall be paid as they become due and payable but in any event before delinquency. Lessee shall within ten (10) calendar days of receipt of an invoice from Lessor’s Airport Manager, reimburse Lessor for all charges for electricity and heating. If applicable, the Airport Manager shall determine the amount of reimbursement due from Lessee by prorating the amount of building space utilized by Lessee, Lessor and any other tenants or lessees. Lessor shall be responsible for all water and sewer charges, if applicable, associated with the operation of the premises commonly known as Hangar 1s.

15. Lessee recognizes and understands this Lease may create a possessory interest subject to property taxation, and Lessee may be subject to the payment of property taxes on such interest. Lessee further agrees to pay, without offset or the right to deduct from rental fees as provided for herein, any and all property taxes, if any, assessed during the term of this Lease against Lessee’s possessory interest in the Leased Space.
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RIGHTS AND PRIVILEGES RESERVED BY LESSOR

16. In addition to any rights herein retained by it, Lessor reserves the following privileges:
(a) The right, without interference or hindrance, to further develop or improve the landing area or other portions of the Airport, and it sees fit, regardless of the desires or views of the Lessee. Such improvements shall be made in such a manner as to cause the Lessee as little inconvenience as possible, and so as not to prevent Lessee from carrying out its usual activities at the Airport. (b) The right to take any action Lessor considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent the Lessee from erecting or permitting to be erected, any structure, including antennas, on the Airport which in the opinion of the Lessor’s Airport Manager would limit the usefulness of the Airport or constitute a hazard to aircraft. (c) The right, during the period of war or national emergency, to lease the Airport or any part thereof to the United States Government for military or civil use, and if any such lease is executed, the privileges of this Lease, insofar as they are inconsistent with the privileges of the lease to the government, shall be suspended. (d) Lessor reserves the right, but shall not be obligated to Lessee, to maintain and keep and repair the landing area of the Airport and all publiclyowned facilities of the Airport, together with the right to direct and control all activities of Lessee in this regard.
(e) The right of flight for the passage of aircraft in the airspace above the surface of the Leased Space and to cause any noise inherent to the operation of aircraft while in flight or landing or taking off from the Airport. #3..
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(f) The right to prohibit and does hereby so prohibit the erection of any structure or object, nor permit the growth of any tree on the Leased Space in accordance with the provisions of Federal Aviation Regulation (FAR) Part 77, Objects Affecting Navigable Airspace. In the event the aforesaid covenants are breached, Lessor reserves the right to enter upon the Leased Space and to remove the offending structure or object and cut the offending tree all of which shall be at the expense of the Lessee.
(g) The right to prohibit, and does hereby so prohibit, the use of the Leased Space in any manner which might interfere with the landing and taking off of aircraft from Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached by Lessee, Lessor reserves the right to enter upon the Leased Space and cause the abatement of such interference at the expense of the Lessee.

INSURANCE

17. Lessee 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 Lessee’s operation and use of the leased premises. The cost of such insurance shall be borne by the Lessee.
(a) Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis including property damage, bodily injury and personal injury with limits no less than One Million Dollars ($1,000,000.00) per occurrence. If a general aggregate limit applies, either the general #3..
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aggregate limit shall apply separately to this location or the general aggregate limit shall be twice the required occurrence limit.
(b) Workers’ Compensation insurance as required by the
State of California, with Statutory Limits, and Employer’s Liability Insurance with limits of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury or disease (for lessees with employees).
(c) Property insurance against all risks of loss to any tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision. If the Lessee maintains higher limits than the minimums shown above, the Lessor requires and shall be entitled to coverage for the higher limits maintained.

Other Insurance Provisions:

The policies are to contain, or be endorsed to contain, the following provisions:

1. For General Liability, the City of Modesto, its officers, officials, employees, and volunteers are to be covered as insureds with respect to liability arising out of the ownership, maintenance, or use of that part of the premises leased to the Lessee.

2. The Lessee’s insurance coverage shall be primary insurance as respects the Lessor, its officers, officials, employees, and volunteers. Any insurance or selfinsurance maintained by the Lessor, its officers, officials, employees, or volunteers shall be excess of the Lessee’s insurance and shall not contribute with it.

3. Each insurance policy required above shall contain, or be endorsed to contain, a waiver of all rights of subrogation against the Lessor, only with respect to CAF negligence.
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4. Each insurance policy shall be endorsed to state that coverage shall not be canceled except after thirty (30) days’ prior written notice (ten (10) days for nonpayment) has been given to the Lessor.

5. The Property insurance shall name the City of Modesto as Loss Payee as its interests may appear.

Insurance is to place with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the Lessor.

Deductibles and Self-Insured Retentions
Any deductible or self-insured retentions must be declared to and approved by the Lessor. At the option of the Lessor, either: the Lessee shall obtain coverage to reduce or eliminate such deductibles or self-insured retentions as respects the Lessor, its’ officers, officials, employees, and volunteers; or the Lessee shall provide a financial guarantee satisfactory to the Lessor guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

Verification of Coverage
Lessee shall furnish the Lessor with original certificates and amendatory endorsements or copies of the applicable policy language providing the insurance coverage required above. All certificates and endorsements are to be received and approved by the Lessor before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the lessee’s obligations to provide them. The Lessor reserves the right to require complete, certified copies of all required insurance policies, including endorsement, required by these specifications, at any time. #3..
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Waiver of Subrogation
Lessee hereby grants to Lessor a waiver of any right to subrogation, only with respect to CAF negligence which any insurer of said Lessee may acquire against the Lessor by virtue of the payment of any loss under such insurance. This provision applies regardless of whether or not the Lessor has received a waiver of subrogation endorsement from the insurer.

Special Risks of Circumstances
Lessor reserves the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

INDEMNIFICATION

18. (a) Lessee’s Hold-Harmless Clause
Except as otherwise provided in paragraph 18(b) Lessee, its officers, officials, employees, agents, volunteers and organization members participating with Lessee, shall indemnify and hold Lessor and the property of Lessor, including the premises, free and harmless from any and all liability, claims, loss, damages, or expenses, including counsel fees and costs, arising by reason of the death or injury of any person, including Lessee or any person who is an employee or agent of Lessee, or by reason of damage to or destruction of any property, including property owned by Lessee or any person who is an employee or agent of Lessee, caused or allegedly caused by, (1) any cause whatsoever while that person or property is in or on the premises or in any way connected with the premises or with any improvements or personal property on the premises; (2) some condition of the premises or some building or improvement on the premises; (3) some act or omission on the premises of Lessee #3..
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or any person in, on, or about the premises with the permission and consent of Lessee; or (4) any matter connected with Lessee’s occupation and use of the premises. .
(b) Lessor’s Hold-Harmless Clause
Notwithstanding the provisions of paragraph 18(a) of this Lease, Lessee shall be under no duty to indemnify and hold Lessor harmless from any liability, claims, or damages arising because of Lessor’s failure to make any repairs required by this Lease to be made by Lessor or because of any negligence or willful acts or misconduct by Lessor or by any person who is an agent or employee of Lessor acting in the course and scope of its agency or employment. Lessor agrees to indemnify, defend, protect, and hold Lessee free and harmless from and against any liability, claims, or damages arising from or in connection with Lessor’s failure to make any repairs required by this Lease to be made by Lessor or because of any negligence or willful acts or misconduct by Lessor or by any person who is an agent or employee of Lessor acting in the course and scope of its agency or employment.

DISPUTE RESOLUTION
All claims, controversies, or disputes arising out of, or relating to the formation of this Lease, or the breach, termination execution, enforcement, interpretation, or validity of this Lease, including the determination of the scope or applicability of this contract provision shall be determined by binding arbitration in Modesto, California, by one arbitrator, except as otherwise specified in this Lease. The American Arbitration Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any court having jurisdiction, and the award rendered by the arbitrator #3..
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may be entered in any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.

This paragraph is not intended to and does not waive the claim filing requirements found in California Government Code section 900 et seq. In the event that a timely and legally sufficient, arbitrable claim is filed by Lessee with City, and the claim is rejected in whole or in part by City, this paragraph shall result in the conclusive, final, and binding resolution of all the issues presented in the claim by Lessee so long as any issues presented by the claim are arbitrable. Claims rejected by City or by operation of law, shall be submitted by Lessee to arbitration pursuant to the Arbitration Rules of the American Arbitration Association within ninety (90) days after mailing of the written rejection by City to Lessee. Otherwise, the claim or claims shall be deemed waived in their entirety.

The “fast track’ rules of the American Arbitration Association shall apply to any claim or counterclaim less than ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00). In arbitration not proceeding under the “fast track” rules, the arbitrator shall have the power to order that depositions be taken and other discovery be made. Both City and Lessee shall have the right, upon written notice, to take no more than three (3) depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.

Whether or not City and Lessee may be engaged in interstate commerce, any controversy or dispute mentioned above shall be determined by, and the parties shall be bound by, the substantive law of the State of California, and not the Federal Arbitration Act at 9 USC Section 1 et seq.

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arbitrator just and equitable under the circumstances, whether or not such relief could be awarded in a court of law. The arbitrator shall be empowered to award monetary sanctions against a party for failure of cooperation in the arbitration. The arbitrator shall, in a written award, allocate all the costs of the arbitration, including the fees of the arbitrator and the reasonable attorney fees of the prevailing party, against the party who did not prevail. The prevailing party shall be the party in whose favor the majority of the central issues in the case are resolved.

Notwithstanding anything in this provision to the contrary, the arbitrator shall have no power to award punitive damages or other damages not measured by the party’s actual damages (excluding litigation costs and fees) against any party. This limitation of the arbitrator’s powers under this Lease shall not operate as an exclusion of the issue of punitive damages from this Lease to Arbitrate sufficient to vest jurisdiction in a court with respect to that issue.

The parties hereby waive any rights provided by Title 9.2 of the California Code of Civil Procedure, Section 1296. The arbitrator’s award shall be deemed final, conclusive and binding to the fullest extent allowed by California law.

Lessee further agrees to hold City harmless from and indemnify it against the cost (including reasonable attorney and expert fees and court costs) of any environmental contamination caused or contributed to be by Lessee.

CONDEMNATION

19. If all or any part of the Leased Space of the Airport is taken under the power of eminent domain, or if condemned, then either party shall have the right to terminate this Lease by giving the other party thirty (30) calendar days written notice of such termination. Lessee shall have no claim against Lessor or the entity exercising eminent #3..
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domain power for the value of the unexpired term of this Lease or any other right arising from this Lease.

ASSIGNMENT AND SUBLETTING

20. Voluntary Assignment: Except as expressly provided herein, Lessee shall not assign this Lease nor any right hereunder, nor sublet the premises nor any part thereof, nor suffer any other person or entity to occupy or use the premises or any portion thereof, whether through direct assignment, merger, sale of stock or business assets, or otherwise, without the prior written consent of the Lessor’s City Manager. Any such assignment, subletting, occupation or use by any other person or entity without such consent shall be void, and shall, at the option of the Lessor’s City Manager, terminate this Lease.

21. Involuntary Assignment: Lessee agrees that, except as expressly provided herein, neither this Lease nor any interest herein shall be assignable or transferable by operation of law, and it is hereby mutually agreed, covenanted and understood by and between the parties hereto that in the event any proceeding under the Bankruptcy Act or any amendment thereto be commenced by or against Lessee, or in the event Lessee be adjudged insolvent or make an assignment for the benefit of its creditors, and a writ of attachment or execution be levied on the leasehold estate created hereby, and not be released or satisfied within ten (10) calendar days thereafter, or if a receiver be appointed in any proceeding or action to which Lessee is a party, with authority to take possession or control of the leased premises or the business conducted therein by Lessee, such action shall be deemed a default under this Lease, and this Lease at the option of the Lessor shall immediately end and terminate and shall in no way be treated as an asset of the Lessee after the exercise of #3..
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the aforesaid option; and the Lessor shall have the right, after the exercise of said option, to forthwith reenter and repossess itself of said premises as of its original estate.

ACTS CONSTITUTING BREACH BY LESSEE

22. The following shall constitute a material default and breach of this Lease by Lessee:
(a) The nonpayment of rent when due, when the nonpayment continues for fifteen (15) calendar days after written notice to pay rent or surrender possession of the Leased Space has been given by Lessor to Lessee; (b) Failure to perform any provision, covenant or condition of this Lease other than one for the payment of rent, when that failure is not cured within fifteen (15) calendar days after written notice of the specific failure is given by Lessor to Lessee;
(c) Abandonment of the Leased Space or any portion thereof, or discontinuing of Lessee’s business operations or any portion thereof. Should either event occur, Lessor shall not be responsible for the custodial protection of merchandise, fixtures, or equipment abandoned, even though it is necessary for Lessor to remove same from the Leased Space for storage, and disposal. Lessee will be responsible for all expenses incurred in the removal, storage and disposal of any merchandise, fixtures, and equipment;
(d) Filing by or final adjudication of Lessee of any petition of bankruptcy or the making of any transfer or general assignment for the benefit of creditors which has not been previously authorized by Lessor; (e) Lessee makes a general assignment for the benefit of creditors;
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(f) Execution, attachment or other judicial seizure of
substantially all of Lessee’s assets located at the Leased Space or of Lessee’s interest in this Lease, when the seizure is not discharged within fifteen (15) workdays.

LESSOR’S RIGHTS UPON TERMINATION OF LEASE

23. Should this Lease be terminated either for breach, default or unsatisfactory performance by Lessee, Lessor shall have the right (unless otherwise specified in the termination notice), at once without further notice to the Lessee to enter and take possession of the premises occupied by the Lessee, by force or otherwise, and to expel, oust and remove any and all parties who may occupy any portion of the premises covered by this Lease, and to remove from said space any and all goods and chattels belonging to the Lessee or its associates, sublessees or any other party, which may be found in or upon same, without being liable for prosecution or liable on any claim for damages brought due to such actions on the part of Lessor. Upon such termination by Lessor, all rights, powers, and privileges of the Lessee shall cease, and Lessee shall immediately vacate any and all space occupied by it under this Lease and shall make no claim of any kind whatsoever against Lessor, its agents or representatives by reason of such termination or any act incident thereto. In the event of termination for any cause which is determined by Lessor to be beyond on the control and without the fault or negligence of the Lessee, payment to Lessor hereunder shall immediately cease, and the Lessee shall be entitled to have monies which have been prepaid or advanced to Lessor predicated on occupancy of the Leased Space to the end of the period, if any, refunded to it by the Lessor. Lessee shall, in addition to other #3..
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rights provided by law, be permitted to remove its operating facilities, merchandise, etc. in a manner and at a time agreed upon by the parties to this Lease.

TERMINATION NOTICE

24. No act of Lessor, including but not limited to Lessor’s entry on the Leased Space or efforts to re-let the Leased Space, or the giving by Lessor to Lessee of a notice of default, shall be construed as an election to terminate this Lease unless a written notice of the Lessor’s election to terminate this Lease is given to Lessee.

WAIVER OF BREACH
25 The waiver by Lessor of any breach by Lessee of any of the provisions of this Lease shall not constitute a continuing waiver or a waiver of any subsequent default or breach by Lessee either of the same or a different provision of this Lease.

CANCELLATION OR SUSPENSION OF LEASE BY LESSEE

26. Lessee may cancel or suspend this Lease in the event that:
(a) The United States government or any of its agencies shall occupy the Airport or any substantial part thereof to such an extent as to materially interfere with the Lessee’s operation;
(b) All or a material portion of the Airport or Airport facilities shall be destroyed by fire or other cause;
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(c) There shall occur a breach of any covenant on the part of the Lessor which is not cured within thirty (30) calendar days from receipt by Lessor of notice in writing of said breach; and
(d) There shall occur any national emergency resulting in a curtailment, either by executive decree or legislative action, of the use of motor vehicles or airplanes by the general public or a limitation of the supply of gasoline available for Lessee’s operations. If in any of those events, Lessee shall have the right upon written notice to Lessor to terminate this Lease and Lessee’s further obligations hereunder or at Lessee’s option, to suspend this Lease for the periods of such disability.

SURRENDER OF POSSESSION

27. At the expiration of this Lease, Lessee promises and agrees to deliver to Lessor in as good a condition as at the time of execution of this Lease the premises leased under this Lease, reasonable wear and tear acceptable.

SUBORDINATION

28. This Lease shall be subordinate to the provisions of any existing or future Lease between the Lessor and the United States relative to the operation and maintenance of the Airport, the execution of which has been or may be required to be a condition precedent to the expenditures of Federal funds for the development or improvement of the Airport.

SUSPENSION AND ABATEMENT

29. In the event that Lessor’s operation of the Airport or the Lessee’s operation at the Airport should be substantially restricted by action of the Federal Government, or any agency thereof, or by action of the State of California, or any agency thereof, then either party hereto shall have the right upon written notice to the other, to suspend this Lease, and an abatement of a just proportion of the payments, #3..
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services and other obligations to become due from the time of such notice of suspension and until such time as the restriction is removed.

MODIFICATIONS FOR GRANTING OF FAA FUNDS

30. In the event the Federal Aviation Administration requires as a condition precedent to the grant of funds for the improvement of the Airport, modifications or changes to this document, Lessee agrees to consent to such amendments, modifications, revisions, supplements or deletions of any of the terms, conditions or requirements of this Lease as may be reasonably required to enable Lessor to obtain said funds, provided that in no event shall such changes substantially impair the rights of Lessee hereunder.

NONDISCRIMINATION

31. It is understood and agreed by and between the Lessor and the Lessee that no person on the grounds of race, creed, color, national origin, or sex shall be excluded from participation in, denied the benefits of or be otherwise subjected to discrimination in the use of the Airport or its facilities. In the construction of any improvements on over or under such land and the furnishing of services thereon, no person on the grounds of race, creed, color, national origin, or sex shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination.

The Lessee shall use the premises in compliance with all requirements imposed or pursuant to Title 49 CFR, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted programs of the Department of Transportation effectuation of Title VI of the Civil Rights Act of 1964, and as said regulation may be amended. Lessee further agrees that it will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to ensure that no person shall on the grounds of race, creed, color, national origin, or sex be excluded from #3..
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participating in any employment activities, participating or receiving services or benefits of any program or activity covered by this subpart. Lessee will assure that any suborganizations provide assurance to the Lessor they will undertake and conform to laws related to affirmative action. Any breach of the aforementioned regulation will be cause for the Lessor to terminate this Lease.

AIRPORT CERTIFICATION RULES

32. Lessee will comply with all rules required of Lessor under Federal Aviation Regulation Part 139, Certification and Operation: Land Airport Serving Scheduled Air Carriers Operating Large Aircraft.

RIGHTS OF UNITED STATES OF AMERICA

33. It is hereby agreed by and between Lessor and Lessee that the provisions of this Lease in no way abrogate, derogate, or expand any rights vested in the United States of America relative to the Airport as such rights exist between the United States of America and the Lessor or its successors in interest.

NONEXCLUSIVE USE

34. Nothing herein contained shall be construed to grant or authorize the granting of an exclusive right prohibited by Section 308 of the Federal Aviation Act of 1958 as amended. The rights and privileges granted hereunder are nonexclusive and the Lessor has the right to grant to others the privilege and right of conducting any or all of the activities herein authorized. However, Lessor covenants not to enter into any similar agreement for use of Lessor owned facilities which contain more favorable terms than those contained in this Lease.

AIRPORT SECURITY PLAN

35. Lessee agrees to comply with all rules set forth in the Airport security plan that pertains to its operation under CFR Part 1542 or other Transportation #3..
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Security Administration Regulations. Lessee agrees to be fully liable to Lessor for any and all violations caused by Lessee that result in any claim, demand, fine, or penalty of any nature whatsoever which may be imposed upon the Lessor, arising from the unauthorized entry of any person or vehicle onto the Airport or from any other violation caused directly or indirectly by any act, omission, negligence, abuse or carelessness on the part of Lessee, its employees, agents, visitors, suppliers, customers or invitees.

STORM WATER POLLUTION

36. Lessee understands Airport must comply with the State of California Clean Water Regulations and agrees that its employees, agents, and servants will not perform any acts in violation of federal, state or municipal regulations which pertain to Lessor’s storm drainage system when conducting its operations on Airport property, airport roadways, or airport parking areas. Lessee agrees to be responsible for any and all fines or penalties imposed as a result of a violation.

HAZARDOUS MATERIALS

37. Lessee shall not cause or permit any hazardous material (as defined by any applicable law, ordinance, rule or regulation) to be generated, produced, brought upon, used, stored, treated, disposed or maintained in or about the premises by Lessee, its agents, employees, contractors, invitees, without the prior written consent of Lessor.

COMPLIANCE WITH ALL LAWS

38. Lessee, its employees, agents, and servants shall at all times comply with the laws and regulations of the United States of America, the State of California, and all applicable ordinances, codes and regulations of the City of Modesto #3..
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or other laws governing the operation of the Airport now in force or hereafter adopted by the United States, the State of California or the City of Modesto.

EXERCISE OF DISCRETION

39. Where the terms of this Lease require approval or the exercise of discretion by either Lessee or by Lessor or Lessor’s Airport Manager, discretion shall not be exercised in an unreasonable, arbitrary or capricious manner.

CO-PARTNERSHIP DISCLAIMER

40. It is mutually understood and agreed that nothing in this Lease is intended to or shall be construed as in any manner as creating or establishing the relationship of copartners or joint ventures between the parties hereto, or as constituting the Lessee as an agent or representative of Lessor for any purpose or in any manner whatsoever, and vice versa.

ATTORNEY FEES

41. If any litigation is commenced between the parties to this Lease concerning the Leased Space, this Lease, or the rights and duties of either in relation to the Leased Space or the Lease, the party prevailing in that litigation shall be entitled, in addition to any other relief granted, to a reasonable sum as and for its attorney fees.

Arbitration is an action or litigation proceeding for the purposes of this provision.

TIME OF ESSENCE

42. Time is hereby expressly declared to be of the essence of each and all terms and provisions of this Lease and each such provision is hereby made and declared to be a material, necessary and essential part of this Lease. If more than one (1) lessee is named herein, the obligations of said Lessee herein contained shall be joint and several obligations.
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BINDING ON HEIRS AND SUCCESSORS

43. This Lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties, but nothing in this paragraph shall be construed as consent by Lessor to any assignment of this Lease or any interest therein by Lessee except as specifically and expressly provided in this Lease.

LANGUAGE CONSTRUCTION

44. The language of each and all paragraphs, terms, and/or provisions of this Lease shall, in all cases and for any and all purposes, and any and all circumstances whatsoever, be construed as a whole, according to its fair meaning, and not for or against any party hereto and with no regard whatsoever to the identity or status of any person or persons who drafted all or any portion of this Lease.

INVALID TERMS

45. If any terms, provision, covenant, or condition of this Lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of this Lease shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

AMENDMENT

46. This Lease, including any exhibits hereto, shall not be amended, except in a writing signed by the parties. Any amendment or addendum to this Lease shall expressly refer to this Lease.
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SOLE AND ONLY AGREEMENT

47. This Lease constitutes the sole and only full, final, and complete agreement between Lessor and Lessee respecting the Leased Space or the leasing of the Leased Space to Lessee, and correctly sets forth the obligations of Lessor and Lessee to each other as of its date. Any agreements or representations respecting the Leased Space or their leasing by Lessor to Lessee not expressly set forth in this instrument are null and void. All prior negotiations between the parties are subsumed into this Lease to the extent they have been agreed to, and if not agreed to by the parties such negotiations are not set forth in the terms and conditions of this Lease.

CUMULATIVE REMEDIES

48. The remedies granted to Lessor in this Lease shall not be exclusive but shall be cumulative in addition to all remedies now or hereafter allowed by law or provided in this Lease.
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NOTICES

49. Any notice to or other communication to the Lessor or the Lessee shall be deemed validly given, served, delivered upon deposit in the United States mail, registered and with proper postage and registration fee prepaid, addressed as follows:

To: Lessor Airport Manager
City of Modesto
P. O. Box 642
Modesto, CA 95353
To: Lessee Commemorative Airforce
P.O Box 764769
Dallas, Texas 95376
Attn: Lance Linguist
or to such other address as Lessor or Lessee may designate by written notice to the other party delivered in accordance with the provisions of this paragraph. #3..
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IN WITNESS WHEREOF, the City of Modesto, a municipal
corporation, has authorized the execution of this Lease in duplicate by its City Manager and attestation by its City Clerk under the authority of Resolution No. __________, adopted by the Council of the City of Modesto on the day of , 20__, and Lessee has caused this Lease to be executed.
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Exhibit A
Hangar 1S
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

August 10, 2022
July 20, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
David Wright, Member
FROM: William Wong, Director of Utilities
SUBJECT: Agreement with Carollo Engineers, Inc.

Engineering Services for West Trunk Rehabilitation Project CONTACT: Cristian Ciotau, Senior Civil Engineer, [email protected], 209-577-5260 DESCRIPTION:

Consider approving an Agreement with Carollo Engineers, Inc., Walnut Creek, CA, for Engineering Services for the West Trunk Rehabilitation Project in the amount of $984,404 for the identified scope of services, plus $98,440 in additional services, if needed for a total amount not to exceed $1,082,844, and forwarding to Council for approval. (Funding Source: Wastewater Fund)
STRATEGIC PLAN ELEMENT:

The recommended action supports the 2020-2025 City of Modesto Strategic Plan Initiatives, Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

The West Trunk is one of the City’s five major trunk lines that convey flows to the Sutter Avenue Primary Treatment Plant. The West Trunk is approximately 8.9 miles long and conveys approximately 35 percent of the City’s total average dry weather flow. The measured flows taken during the Sewer Flow Monitoring & Inflow/Infiltration Study were 5.9 million gallons per day (MGD) (Average Flow) and 15.2 MGD (Peak Wet Weather Flow).

The City of Modesto’s Wastewater Collection System Master Plan (WWCMP) includes the rehabilitation of the West Trunk from the Woodland Lift Station to the Dryden Box at the Sutter Wastewater Treatment Plant, identified as project “C-1”, and was created after a condition assessment concluded that the unlined reinforced concrete pipe (RCP) was beginning to show missing or protruding aggregate in the crown area. The key objective of this project is to preserve existing pipe integrity and extend its useful life. #4..
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Economic Development Committee, August 10, 2022
Agreement with Carollo Engineers, Inc.

Engineering Services for West Trunk Rehabilitation Project

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The pipelines are 54 inches to 60 inches in diameter with a total length of nearly 25,000 linear feet. Due to budget restrictions, the project will be phased. This first phase of the project is approximately 6,500 linear feet and 9 manholes. It will start at the Dryden Box and conclude upstream at Carpenter Road.

In addition to the West Trunk portion, in the city’s condition assessment report, project “A-3” is considered a high priority rehabilitation project. Though it was labeled as West Trunk in the report, “A-3” is part of the Emerald Trunk. The pipe to be replaced is approximately 3,000 linear feet and 10 manholes. The measured flows were 0.57 MGD (Average Flow) and 1.60 MGD (Peak Wet Weather Flow). The existing pipe line is 18-inch unlined RCP, and starts near the intersection of Coldwell Avenue and N. 9th Street and concludes upstream at W. Roseburg Avenue and Carver Road.

Also, during the recent construction of the Headworks and Dryden Box Project (2020-2021), the contractor observed extreme corrosion in an approximately 100 foot section of unlined 60” RCP at the Sutter Plant. This segment will need to be rehabilitated as part of this project.

In addition to the requirements in the RFP, the City has requested services to address items that necessitate immediate attention. These items are the Sutter Outfall Pipeline Rehabilitation and an update to the Operation Guidance Model. These tasks were not included in the original RFP because the issues arose after the RFP due date.

The Sutter Outfall Pipeline has required emergency repairs twice in the past several months.

The last leak was detected in early May 2022. The pipeline’s crown (top of pipe) has severe deterioration from the hydrogen sulfide gases in the wastewater flow. The type of rehabilitation required for this pipeline is identical to the one specified for the trunks in the RFP.

The Operational Guidance Model is an operation and maintenance support system for wastewater treatment processes. The program needs updating and recalibration since the City has had recent changes and needs additional scenarios modeled.

DISCUSSION:

In accordance with Administrative Directive 3.1, Selection Procedures for Professional Consultants Who Provide Architectural and Engineering Services for Capital Projects, a Request for Proposal (RFP) was sent to four (4) pre-qualified consultants for engineering design services for Wastewater Capital Improvement Program projects.

On March 1, 2022, staff received and distributed four (4) proposals to a selection committee consisting of Utilities engineering and operations staff. The selection committee evaluated the proposals and determined Carollo Engineers Inc., Walnut Creek, CA to be the most qualified and responsive. Carollo’s sealed proposal costs were opened after the selection ranking had been finalized. Carollo’s proposal cost and scope were reviewed and negotiated to provide design and bid period services.

Based on requirements as outlined in the West Trunk Rehabilitation RFP, services for the Rehabilitation of the Outfall Pipeline and the update to staff’s Operation Guidance Model, Carollo has developed a scope of services for the final design. #4..
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Economic Development Committee, August 10, 2022
Agreement with Carollo Engineers, Inc.

Engineering Services for West Trunk Rehabilitation Project

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The scope of services to be provided under this agreement include:
 Project Management and Administration
 Construction Documents
 Public Outreach
 Permitting
 Engineering Support During Construction
In accordance with Modesto Municipal Code 8-3.204(a) Exceptions to Formal Bidding Requirements, this agreement is for professional services and, therefore, exempt from the bid requirement. However, staff proceeded through an RFP process pursuant to Administrative Directive 3.1. Staff recommends approval of the agreement with Carollo Engineers for Engineering Design services for the West Trunk Rehabilitation Project.

FISCAL IMPACT:

Total estimated cost for engineering services for the agreement, including engineering/design/administration by City staff, is $1,332,844, and funding is available in the current FY 2022-23 Capital Improvement Program budget in CIP Account:
101094 – UTL.Wastewater Engineering Design “West Trunk Rehabilitation” ANTICIPATED PROJECT EXPENDITURES:

Construction $10,000,000
Construction Contingency (10%) $1,000,000
Construction Administration – City Staff (10%) $1,000,000 Final Design Services Agreement – Carollo $984,404
10% additional services, in needed $98,440
Engineering/Design/Admin Support – City staff (2.5%) $250,000 TOTAL ANTICIPATED CONSTRUCTION EXPENDITURES: $13,332,844 Approved by:

William Wong, Director of Utilities
Joseph P. Lopez, City Manager
Attachment:

1. Agreement and Exhibits with Carollo Engineers Inc.
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ENGINEERING SERVICES AGREEMENT FOR THE

WEST TRUNK REHABILITATION PROJECT
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 2022, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and CAROLLO ENGINEERS, INC., a Delaware corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that Engineering Services are necessary for the West Trunk Rehabilitation Project.

B. Consultant represents that it is qualified, willing and able to provide the services to prepare said document(s).

NOW, THEREFORE, in consideration of this agreement, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" or "project". The Consultant shall perform the services as described in Exhibit "A" in a manner compatible with the standards of its profession, and shall produce a fully complete project that is acceptable to City.

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until City's acceptance of and payment for all services authorized by City and #4..
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performed by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents commonly referred to as “project” attached hereto as Exhibit "A" and made a part hereof. City hereby gives Consultant notice to proceed with the preparation of the project in the manner described in Exhibit "A", as of the Effective Date of this agreement. Consultant shall diligently proceed with the preparation of the project and agrees to complete said preparation within the time period set forth in Exhibit "A".

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed NINE HUNDRED EIGHTY-FOUR THOUSAND FOUR HUNDRED FOUR AND 00/100 DOLLARS ($984,404) (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A" attached hereto and for performance by Consultant of all of its duties and obligations under this Agreement, except that additional services may be compensated as described below.

The Compensation shall be paid pursuant in the manner and at the times set forth below:

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit “B” attached hereto, Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any out-of-pocket costs paid by Consultant in connection with work performed on this project. #4..
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Additional services may be authorized by the City Manager in an amount up to, but not to exceed ten percent (10%) of the agreed maximum compensation, or NINETYEIGHT THOUSAND FOUR HUNDRED FORTY AND 00/100 DOLLARS ($98,440). In the event that additional services are deemed necessary, the Consultant shall provide a written request to the City Manager indicating the reason for additional work, scope and cost of such work. The City Manager shall provide a written response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit “B” and may not exceed the amount requested and approved in writing by the City Manager. In that event, the new total compensation shall not exceed ONE MILLION EIGHTY-TWO THOUSAND EIGHT HUNDRED FORTY-FOUR AND 00/100 DOLLARS ($1,082,844). If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved by the City Council prior to commencing the work, as provided in Paragraph 9 of this agreement.

4. OBLIGATIONS OF CONSULTANT.

Throughout the term of this Agreement, Consultant shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business.

Consultant warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.
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5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Jonathon Marshall, will be the person primarily responsible for the performance of the services referred to in this Agreement.

City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that ten percent (10%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the City, and may be used by City as it may require without any additional cost to City. No reports shall be used by the Consultant for purposes other than this contract without the express prior written consent of City.

Title to Data
If, as a part of the agreement, Consultant is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to City upon the completion or termination of services under the contract.

All materials, documents, data or information obtained from the City data files or any City medium furnished to Consultant in the performance of this Agreement will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Consultant after termination of this Agreement without written consent of the City.
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7. NEWS AND INFORMATION RELEASE.

Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Manager.

8. INTEREST OF CONTRACTOR.

Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract if so required at the option of City.

9. AMENDMENTS.

Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for City or Consultant to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work.

Until a change order is so executed, City will not be responsible to pay any charges Consultant may incur in performing such additional services, and Consultant shall not be required to perform any such additional services. #4..
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10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Consultant, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City.

Consultant has no authority or responsibility to exercise any rights or power vested in the City.

No agent, officer, or employee of the City is to be considered an employee of Consultant. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture.

Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

Consultant shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of the Consultant in fulfillment of this Agreement. Consultant has control over the manner and means of performing the services under this Agreement.

Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.
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If in the performance of this Agreement any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Consultant.

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever.

It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

As an independent contractor, Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the contract, Consultant shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. Consultant shall furnish a warranty of such right to use to City at the request of City.
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13. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon receipt provided that such are delivered in accordance with the provisions of this Section. Notices shall be delivered either by: (a) personal delivery (including delivery by an overnight courier service which obtains confirmation of receipt); or (b) by facsimile, provided that such transmission is followed by delivery by an overnight courier service which obtains confirmation of receipt; or (c) postage prepaid, return receipt requested, certified mail; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR CONSULTANT: Name: Carollo Engineers, Inc.

Address: 2795 Mitchell Drive
Walnut Creek, CA 94598
Attention: Jonathon Marshall
Phone: (925) 932-1710
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street
Suite 4600
Modesto, CA 95354
Attention: Cristian Ciotau
Phone (209) 577-5260
Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the #4..
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City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days notice of the cancellation on the policies of insurance required hereunder (10 days notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled.
(a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises #4..
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and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable.
(c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated.

Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special #4..
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limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

CONSULTANT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and automobile liability insurance policies. In addition, CONSULTANT shall provide CITY with a Workers Compensation subrogation waiver by way of a separate endorsement. All endorsements referenced above must include the applicable policy number.

For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the CONSULTANT’S insurance and shall not contribute with it.

15. TERMINATION OF AGREEMENT.

Termination by City for Default of Consultant
Should Consultant default in the performance of this Agreement or materially breach any of its provisions, at its option, City may terminate this Agreement by giving written notification to Consultant. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include, but not be limited to, any of the following: failure to perform required services or duties, willful destruction of City's property by Consultant, dishonesty or theft. #4..
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Termination by City for Convenience
The City may also terminate the Consultant's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such #4..
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subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain
unacceptable and/or not useful to City as of the termination date. #4..
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City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

Authorization to Terminate Agreement
Termination of the Agreement may be invoked by the City Manager, or his/her designee, subject to the right of the Consultant to appeal the City Manager, or his/her designee’s, decision to the City Council. The Consultant shall appeal by notifying the City Clerk in writing within ten (10) calendar days of receipt of written notification from City of termination of the Agreement. In the event that termination of this Agreement is upheld by the City Council, any cessation of payment of delay claims, extended claims, Eichleay claims, or any other claims for delay shall be retroactive to the date of termination selected by the City Manager, or his/her designee.
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16. CERTIFIED PAYROLL REQUIREMENT.

For consultants performing field work on public works contracts on which prevailing wages are required: The Consultant shall comply with the provisions of Section 1776 of the California Labor Code, regarding payroll records, and shall require its subconsultants and subcontractors to comply with that section as may be required by law.

17. INDEMNITY.

The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of Consultant, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement.

Consultant's obligation to defend, indemnify, and hold the City, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Consultant to procure and maintain a policy of insurance.

18. DISPUTE RESOLUTION.

All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this Agreement. The American Arbitration #4..
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Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any court having jurisdiction, and the award rendered by the arbitrator may be entered in any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.

This paragraph is not intended to and does not waive the claim filing requirements found in California Government Code section 900 et seq. In the event that a timely and legally sufficient, arbitrable claim is filed by Consultant with City, and the claim is rejected in whole or in part by City, this paragraph shall result in the conclusive, final, and binding resolution of all the issues presented in the claim by Consultant so long as any issues presented by the claim are arbitrable. Claims rejected by City or by operation of law, shall be submitted by Consultant to arbitration pursuant to the Arbitration Rules of the American Arbitration Association within ninety (90) days after mailing of the written rejection by City to Consultant.

Otherwise, the claim or claims shall be deemed waived in their entirety.

The “fast track’ rules of the American Arbitration Association shall apply to any claim or counterclaim less than ONE HUNDRED FIFTY THOUSAND AND 00/100 ($150,000.00) DOLLARS. In arbitration not proceeding under the “fast track” rules, the arbitrator shall have the power to order that depositions be taken and other discovery be made.

Both City and Consultant shall have the right, upon written notice, to take no more than three (3) depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.
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Whether or not City and Consultant may be engaged in interstate commerce, any controversy or dispute mentioned above shall be determined by, and the parties shall be bound by, the substantive law of the State of California, and not the Federal Arbitration Act at 9 USC Section 1 et seq.

The arbitrator may grant any remedy or relief deemed by the arbitrator just and equitable under the circumstances, whether or not such relief could be awarded in a court of law. The arbitrator shall be empowered to award monetary sanctions against a party for failure of cooperation in the arbitration. The arbitrator shall, in written award, allocate all the costs of the arbitration, including the fees of the arbitrator and the reasonable attorney fees of the prevailing party, against the party who did not prevail. The prevailing party shall be the party in whose favor the majority of the central issues in the case are resolved.

Notwithstanding anything in this provision to the contrary, the arbitrator shall have no power to award punitive damages or other damages not measured by the party’s actual damages (excluding litigation costs and fees) against any party. This limitation of the arbitrator’s powers under this Agreement shall not operate as an exclusion of the issue of punitive damages from this Agreement to Arbitrate sufficient to vest jurisdiction in a court with respect to that issue.

Consultant shall include in all subcontracts a specification whereby the subcontractor consents to being joined in an arbitration between City and Consultant involving the work of the subcontractor to be joined. Consultant’s failure to do so shall be a breach of this Agreement.
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The parties hereby waive any rights provided by Title 9.2 of the California Code of Civil Procedure, Section 1296. The arbitrator’s award shall be deemed final, conclusive and binding to the fullest extent allowed by California law.

19. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. Additional or new terms contained in this Agreement which vary from Consultant's proposal are controlling and are deemed accepted by Consultant by shipment of any article or other commencement of performance hereunder. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

20. PARTIAL INVALIDITY.

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

21. WAIVER.

The waiver by any party to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing. #4..
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22. AUDIT.

The City's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Consultant's charges to City under this Agreement.

Consultant agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of four (4) years following the date of final payment for Consultant services. City's representative shall have the right to reproduce any of the aforesaid documents.

23. GOVERNING LAW.

This Agreement shall be governed according to the laws of the State of California.

24. HEADINGS NOT CONTROLLING.

Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

25. COMPLIANCE WITH LAWS.

Consultant shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws. Consultant shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license. #4..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2022- , adopted by the Council of the City of Modesto on the day of , 2022, and CAROLLO ENGINEERS, INC. has caused this agreement to be duly executed in duplicate as of the Effective Date. #4..
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Scope of Services
TASK 1 – PROJECT MANAGEMENT
This task includes project administration, kick off workshop, and quality control.

Task 1.01 – Project Administration
Carollo will administer the project and subconsultant to maintain the project schedule and budget.

The project progress and budget status will be included in monthly progress reports that will be attached to billing invoices. The monthly progress report will include a list of key work activities completed for the time period.

Task 1.02 – Project Kickoff Workshop
The project kickoff will include a workshop reviewing rehabilitation alternatives, hydraulics, pros and cons of alternatives with the objective of selecting a preferred alternative to advance into final design. Work will include preparing meeting agendas, presentation slides, and meeting minutes to document selection of the preferred alternative. The workshop will take place at the City’s offices.

Task 1.03 –Quality Control Review
Carollo will implement a quality control program to review each deliverable submitted to the City.

Each deliverable will be reviewed for both technical accuracy and overall quality of work.

Task 1 Deliverables
Monthly billing and status reports (total of 18).

Project kickoff workshop materials and meeting minutes.

Task 1 Assumptions
Bi-weekly project progress meetings are not included.

The kickoff workshop will take the place of a Basis of Design Report and a preferred alternative for final design will be selected.

TASK 2 – FIELD INVESTIGATIONS
Task 2.01 – Conduct Existing Utility Research
Carollo will perform existing utility research within the project area where excavations are planned in accordance with the American Society of Civil Engineers (ASCE) 38-02 - Level “C” standard guidelines. Carollo will also develop utility coordination letters and provide them to all known utility owners.

Task 2.02 – Land Survey
The City will perform surveying including rim, inverts, and northing/eastings of sewer manholes and elevations at key points along the alignment, such as where new manholes are planned.

Carollo will provide the City with a figure in Google Earth identifying locations for survey points.

Approximately 40 total survey points are anticipated to be needed for the West Trunk, Emerald Truck, and Sutter Plant work.

EXHIBIT A
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Task 2.03 – Conduct Manhole Condition Assessment
The Project will include condition assessment of all manholes on the West Trunk and Emerald Trunk in areas where the pipeline is planned to be rehabilitated. A Level 1 inspection will be performed by National Plant Services NASSCO MACP certified personnel.

Task 2 Deliverables:

Google Earth figure of locations for the City to survey.

Manhole condition assessment report and data (electronic files).

Task 2 Assumptions:

Geotechnical investigations will not be performed, and existing geotechnical information will be relied upon.

TASK 3 – PERMITTING ASSISTANCE
Task 3.01 – Encroachment Permit Coordination
Carollo will assist the City in obtaining draft permits for work within the City and County rights-ofway. Carollo will develop permit application packages. Contractor will be responsible for obtaining permits and paying fees.

Application fees, if any, will be paid by the City. Per the RFP, the City is responsible for all aspects of environmental clearance; therefore, no hours have been budgeted for assisting the City obtain environmental clearance.

Task 3.02 – Public Outreach Meetings
Carollo will attend and present at one public outreach meeting, as requested by the City. Carollo will assist the City in taking design information already created in other tasks and formatting it into a presentation.

Task 3 Deliverables:

Permit coordination and submittal packages (electronic files).

TASK 4 – DEVELOP CONSTRUCTION DOCUMENTS
This task will develop final plans, specifications, and cost estimate (PS&E) submittal packages for the project. The City will provide Specifications Division 00 and 01 and Carollo will provide the technical specifications.

Task 4.01 – Develop 60 Percent PS&E Submittal Package
Carollo will complete a 60 percent PS&E document submittal under this task. Five copies of the plans (half- size), specifications, and estimate will be provided to the City for review.

Task 4.02 – Conduct 60 Percent PS&E Review Meeting
Carollo will conduct a review meeting to discuss the design components of the 60 percent PS&E documents after the City review period. The review meeting will take place at the City’s offices. The review meeting will focus on key items such as bypass pumping for the project.

EXHIBIT A
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Task 4.03 – Develop 90 Percent PS&E Submittal Package
Carollo will develop a 90 percent PS&E document submittal under this task. Five copies of the plans (half-size), specifications, and estimate will be provided to the City for review. Carollo will incorporate comments from the 60 percent review into the 90 percent PS&E package and provide a comment response log to the City.

Task 4.04 – Conduct 90 Percent PS&E Review Meeting
Carollo will conduct a review meeting to discuss the 90 percent PS&E submittal and any questions that the City may have after the review period. The review meeting will be held at the City offices.

Task 4.05 – Develop Final PS&E Submittal Package
Carollo will incorporate comments from the 90 percent review into the final PS&E package and provide a comment response log to the City. Five copies of the plans (half-size), specifications, and estimate to the City. This submittal will be for final bid-ready documents. Carollo will incorporate comments from the 90 percent review into the final PS&E package and provide a comment response log to the City.

Task 4 Deliverables:
60% PS&E submittal package (five hard copies and PDF).
90% PS&E submittal package (five hard copies and PDF) and 60% review comment response log.

Final PS&E submittal package (five hard copies and PDF) and 90% review comment response log.

Task 4 Assumptions:

The City front end updates will be limited to project specific information such as bid items and descriptions, work restrictions, bid date, etc. Review and editing of standard front-end language will not be needed.

City will provide existing documents and record drawings to be reviewed.

City will provide updated GIS files that show property lines throughout the City.

All permit fees to be paid directly by the City or Contractor.

TASK 5 – BID PHASE SERVICES
Task 5.01 – Attend Pre-Bid Meeting
Under this task, Carollo will attend a pre-bid meeting to answer questions and discuss the overall project intent. The City will facilitate this meeting and issue meeting minutes.

Task 5.02 – Answer Bidder Questions/ Provide Addenda
This task includes providing assistance to the City during the bidding period. The scope of work includes responding to bidders’ questions, preparing addenda to the contract documents during the advertisement period, and providing ongoing consultation and interpretation of the construction documents.

Task 5 Deliverables:

EXHIBIT A
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Addendum as required (one assumed).

TASK 6 – ENGINEERING SERVICES DURING CONSTRUCTION
Task 6.01 – Attend Pre-Construction Conference
Carollo will attend the pre-construction conference and answer questions as directed by the City.

The City’s construction manager (CM) will lead the meeting and prepare meeting minutes. Carollo will review meeting minutes.

Task 6.02 – Review Contractor’s Submittals
This task will include review and comment on the acceptability of contractor’s submittals for the City.

Carollo will review and respond to product and shop drawing submittals provided by the contractor and forwarded by the CM. Review comments will be returned to the CM for processing and distribution to the contractor and other parties. Per the RFP, 60 submittals are budgeted.

Task 6.03 – Respond to Requests for Information (RFIs)
Carollo will respond to contractor’s RFIs. This scope also assumes the CM will consider and evaluate the validity of the RFIs, questions, and modification requests prior to forwarding them to Carollo. Per the RFP, 30 RFIs are budgeted.

Task 6.04 – Attend Construction Meetings and Site Visits Carollo will attend bi-weekly construction meetings (teleconference anticipated), conduct site visits (a total of ten site visits budgeted) to monitor construction progress, and remain available to expedite resolutions to project challenges.

Task 6.05 – Review Proposed Change Orders
Carollo will review changes in project scope and/or schedule, as requested by the CM. Carollo’s scope of work will include review of the contractor-furnished supporting information; discussions with contractor and CM in the field; and preparation of technical documents—including supplemental drawings, specifications, etc.—to assist the CM with the preparation of change orders.

Task 6.06 – Prepare Punch List
When the project has reached substantial completion, Carollo’s design staff will walk the project site with the CM, City staff, and contractor and establish a list of items (punch list) to be completed before final completion. This list will be issued to the CM to add to the CM’s punch list.

Task 6 Deliverables:

Responses to submittals and RFIs.

Recommended responses to change orders (up to 5 anticipated) Assumptions:

City will manage and provide all bid package reproduction and delivery to prospective bidders.

City to perform construction inspection and construction management services.

Utility potholing will be performed by the contractor during construction as needed. Utility potholing during design is not included.

EXHIBIT A
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Construction is completed within 12 months.

Bypass pumping and traffic control will be performance- based specifications.

Conformed documents and record documents are not required.

The city will prepare all division 00 and 01 specifications, per the RFP.

OPTIONAL TASK 7 – CONDUCT WEST TRUNK CONDITION ASSESSMENT Under this task, Carollo will conduct a field condition assessment using CCTV to assess the existing condition of the West Trunk pipeline within the project limits. The assessment will include NASSCOcertified staff to provide ratings based on the NASSCO ranking system for the pipeline segment.

Task 7 Deliverables:

Pipeline condition assessment report and data (electronic file).

OPTIONAL TASK 8 – SUTTER OUTFALL PIPELINE REHABILITATION Under this task, Carollo will develop plans, specifications, and cost estimate (PS&E) submittal packages at the 60%, 90%, and final design stages for the project. The City will provide Specifications Division 00 and 01 and Carollo will provide the technical specifications. The design will include approximately 2,300 linear feet of carbon fiber reinforced pressure cured-in-placepressure-pipe(P-CIPP) along with approximately four (4) new pressure manholes. This task includes responding to RFIs and submittals for this work during the construction phase.

Task 8 Deliverables:

Deliverables will be the same as Task 4 and will be submitted with Task 4 deliverables.

OPTIONAL TASK 9 – OPERATIONAL GUIDANCE MODEL UPDATES
Under this task, Carollo will update the Blue Plan-it® model with the following items:

1. Re-calibrate the Sutter model with additional data that City operations will provide Carollo.

2. Update model to run off MLSS concentration as well as SRT.

3. Use water balance model (provided by City) and incorporate into Blue Plan-it® so City can use for Ranch operations. The basic idea is to use Blue Plan-it® as a less complex interface with the water balance model.

4. Provide the City a loading model for the ranch, where acres of crops can be input, as well as typical flows and loadings to determine if the fields are under or overloaded based on WDR permit.

5. Add RAS flow values to input selection on Jennings model

6. Add the ability to take down 1 process like an aeration basin and have the model run to determine treatment capacity and what happens to MLSS concentration when the basin is drained into the process.

Task 9 Deliverables:

Update Blue Plan-it® model with updated O&M manual for model.

EXHIBIT A
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Assumptions:

City will provide additional data required for re-calibration City will provide water balance model in an excel format.

EXHIBIT A
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Principal-InCharge
Technical
Advisor QA/QC Project Manager Project Engineer Design Engineer Modelling Lead Constructability Lead Professional Land Survey Geotechnical Condition Assessment Ryan Sellman Tim
Taylor Greg Gould Jon Marshall Reace Fisher Kyle Gourley / Anthony Cemo Ryan Orgill Keith Corcoran Programmer Walnut Creek Sacramento Las Vegas Walnut Creek Fresno Walnut Creek Reno Sacramento Sacramento Walnut Creek Walnut Creek Walnut Creek $290 $311 $311 $311 $268 $268 $290 $290 $245 $210 $151 $134 $ 13.00 Modesto Modesto Hayward 10% 1 1.01 Project Administration 48 48 14,928 $ 624$ $ - $ 300 $ 15,852

1.02 Project Kickoff Workshop 4 8 16 16 44 12,224 $ 572$ $ - $ 12,796

1.03 Quality Control Review 40 40 12,440 $ 520$ $ - $ 12,960 4 - 40 56 16 16 - - - - - 132 39,592 $ 1,716$ $ - $ - $ - $ - $ 300 $ 41,608 2 2.01 Conduct Existing Utility Research 8 8 $ 2,144 104$ $ - $ 150 $ 2,398

2.02 Land Survey 4 4 $ 1,072 52$ $ - $ 1,124

2.03 Conduct Manhole Condition Assessment 2 4 6 $ 1,694 78$ $ 6,000 $ 600 $ 8,372 - - - 2 8 8 - - - - - 18 $ 4,910 234$ $ - $ - $ 6,000 $ 600 $ 150 $ 11,894 3 3.01 Encroachment Permit Coordination 2 4 8 20 34 $ 9,328 442$ $ - $ 9,770

3.02 Public Outreach Meetings 4 8 8 20 $ 5,792 260$ $ - $ 250 $ 6,302 6 - - 12 16 20 - - - - - 54 15,120 $ 702$ - - - - $ 250 $ 16,072 4 4.01 Develop 60% PS&E Submittal Package 4 8 12 80 160 8 8 64 256 24 624 131,652 $ 8,112$ $ - $ 300 $ 140,064

4.02 Conduct 60% PS&E Review Meeting 4 8 16 24 52 14,368 $ 676$ $ - $ 300 $ 15,344

4.03 Develop 90% PS&E Submittal Package 2 4 12 60 120 28 120 24 370 81,012 $ 4,810$ $ - $ 85,822

4.04 Conduct 90% PS&E Review Meeting 4 8 16 24 52 14,368 $ 676$ $ - $ 300 $ 15,344

4.05 Develop Final PS&E Submittal Package 2 4 12 40 80 16 60 24 238 53,352 $ 3,094$ $ - $ 56,446 16 16 - 52 212 408 8 8 108 436 72 1,336 294,752 $ 17,368$ $ - $ - $ - $ - $ 900 $ 313,020 5 5.01 Attend Pre-Bid Meeting 2 8 16 26 $ 7,356 338$ $ - $ 300 $ 7,994

5.02 Answer Bidder Questions / Provide Addenda 2 4 24 30 $ 8,256 390$ $ - $ 8,646 4 - - 12 40 - - - - - - 56 15,612 $ 728$ $ - $ - $ - $ - $ 300 $ 16,640 6 6.01 Attend Pre-Construction Conference 4 8 8 20 $ 5,792 260$ $ - $ 300 $ 6,352

6.02 Review Contractor's Submittals 16 40 120 180 356 97,480 $ 4,628$ $ - $ 102,108

6.03 Respond to Requests for Information (RFIs) 16 8 30 60 90 16 220 59,074 $ 2,860$ $ - $ 61,934

6.04 Attend Construction Meetings and Site Visits 16 80 80 176 50,960 $ 2,288$ $ - $ 3,000 $ 56,248

6.05 Review Proposed Change Orders 4 8 8 24 60 104 28,648 $ 1,352$ $ - $ 30,000

6.06 Prepare Punch List 4 8 16 28 $ 7,936 364$ $ - $ 300 $ 8,600 60 16 - 174 308 330 - - - 16 - 904 249,890 $ 11,752$ $ - $ - $ - $ - $ 3,600 $ 265,242 90 32 40 308 600 782 8 8 108 452 72 2,500 619,876 $ 32,500$ $ - $ - $ 6,000 $ 600 $ 5,500 $ 664,476 7 7.01 Conduct West Trunk Condition Assessment 8 2 16 24 50 13,830 $ 650$ $ 50,000 $ 5,000 $ 69,480 8 8.01 Sutter Outfall Pipeline Rehabilitation 8 4 8 28 140 290 32 230 8 748 172,522 $ 9,724$ $ - $ 182,246 9 9.01 Operational Guidance Model Updates 30 220 16 266 64,744 $ 3,458$ $ - $ 68,202 Notes:
(1) Project Equipment and Communication Expense (PECE)
Task 3 Total
Develop Construction Documents
Task 4 Total
Bid Phase Services
Task 5 Total
Engineering Services During Construction
Task 6 Total
Project Totals
Optional Tasks
Field Investigations
Task 2 Total
Permitting Assistance
Project Management
Task 1 Total
Senior CAD
Technician
CAD
Technician
Document
Processing Total
Hours
Labor
Cost
PECE 1

CITY OF MODESTO

FINAL DESIGN OF THE WEST TRUNK REHABILITATION

FEE ESTIMATE
Task Description
Carollo Engineers Subconsultants
Subconsultant
Markup (10%)
Other Direct
Costs
(Mileage,
Printing, etc.)

PROJECT
TOTAL
O'Dell Engineering Crawford &
Associates
National Plant
Services
5/13/2022

EXHIBIT B
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CAROLLO ENGINEERS, INC.

FEE SCHEDULE
As of January 1, 2022
California
Hourly Rate
Engineers/Scientists
Assistant Professional $200.00
Professional 245.00
Project Professional I 268.00
Project Professional II 290.00
Lead Project Professional 311.00
Senior Professional 332.00
Technicians
Technicians 151.00
Senior Technicians 210.00
Support Staff
Document Processing / Clerical 134.00
Project Equipment Communication Expense
(PECE) Per DL Hour

13.00 Other Direct Expenses
Travel and Subsistence at cost
Mileage at IRS Reimbursement Rate
Effective January 1, 2022
$.585 per mile
Subconsultant cost + 10%
Other Direct Cost cost + 10%
Expert Witness Rate x 2.0
This fee schedule is subject to annual revisions due to labor adjustments.

EXHIBIT B
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

August 10, 2022
July 13, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice Chair
David Wright, Member
FROM: William Wong, Director of Utilities
SUBJECT: Agreement with Provost & Pritchard Consulting Group Engineering Services for the Empire Well 312 Treatment System Project CONTACT: Edgar Vargas, Acting Senior Civil Engineer, [email protected], 209-577-5424
DESCRIPTION:

Consider approving an Agreement with Provost & Pritchard Consulting Group, Modesto, CA, for Engineering Services for the Empire Well 312 Treatment System Project in the amount of $147,000 for the identified scope of services, plus $14,700 in additional services, if needed for a total amount not to exceed $161,700 and forwarding to Council for approval. (Funding Source:

Water Fund)
STRATEGIC PLAN ELEMENT:

BACKGROUND:

The Empire Service Area is located in the far southeastern corner of the City of Modesto’s contiguous water service area and was originally part of the Del Este Water Company. The existing water service area is largely provided by five groundwater wells and is supplemented by treated surface water delivered by the Modesto Irrigation District.

In Summer 2017, the City conducted a hydraulic evaluation of the Empire Service Area to determine if peak hour demand conditions could be met with or without supply from five existing local wells. The analysis confirmed that the existing wells are required to maintain operation and also recommended system improvements including upsizing water mains to support the overall Empire Service Area.

However, in October 2016, one of the five wells in the Empire Service area, Well 312, was turned off due to exceeding the maximum contaminant levels (MCL) for 1,2,3-Trichlorpropane #5..
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Agreement with Provost & Pritchard Consulting Group
Engineering Services for Empire Well 312 Treatment System Project

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(TCP). In order to decrease the MCL levels of TCP and bring the well back online, granular activated carbon (GAC) treatment is required.

On April 5, 2022, by Resolution No. 2020-202, Council authorized the submittal of a grant application to the California Department of Water Resources (DWR) Urban and Multi-Benefit Drought Relief Grant Program for the Well 312 Treatment System & Flush Line Project.

Shortly after council authorization, staff was notified that it was awarded $1,000,000 from the DWR Urban Drought Relief Program, which will be utilized to fund the construction of the Empire Well 312 Treatment System Project.

DISCUSSION:

To increase efficiencies, and due to the expedited schedule required to deliver the Empire Well 312 Treatment System Project, the City has requested the use of a consultant to provide engineering services for the completion of the design, permitting, bidding the project, and provide engineering services during construction.

On April 28, 2020, by Resolution No. 2020-202, Council approved a prequalified list of consultants for Engineering Design Services for Water Capital Improvement Program projects in accordance with City Administrative Directive 3.1, Selection Procedures for Professional Consultants who Provide Architectural & Engineering Services for Capital Projects. Five firms were selected to be on the list and of the five; Provost & Pritchard Consulting Group is considered to be a “local” firm.

Provost & Pritchard Consulting Group, aside from being a local consultant with an office in Modesto, bring a wealth of knowledge to the project and are one of the leading experts in the water treatment mitigation of 1,2,3-TCP throughout the Central Valley.

Per Administrative Directive 3.1, the Director, at his direction, may secure a candidate firm if it is in the best interest of the City and if the firm has rendered satisfactory services with the City.

The City has previously retained Provost & Pritchard to provide engineering services for the La Loma Phase 3A Strengthen & Replace project. Provost & Pritchard has rendered satisfactory service with respect to coordination with staff, the public, and outside agencies, as well as efficient project management.

Therefore, staff recommends the use of Provost & Pritchard Consulting Group for the Well 312 Treatment System project to increase project delivery efficiencies.

Provost & Pritchard’s scope of work will include preparation of an updated schematic design, 90%, and 100% construction document submittals, State Water Resources Control Board - Division of Drinking Water and Regional Water Quality Control Board permitting assistance, coordinating review of off-site pipelines and the storm drain outfall with the County, bidding assistance and construction-phase engineering services.

In accordance with Modesto Municipal Code 8-3.204(a) Exceptions to Formal Bidding Requirements, this agreement is for professional services and, therefore, exempt from the bid requirement. Based on the consultant’s project team and previous experience, staff #5..
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Agreement with Provost & Pritchard Consulting Group
Engineering Services for Empire Well 312 Treatment System Project

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recommends the approval of an agreement with Provost & Pritchard Consulting Group for engineering services for the Well 312 Treatment System Project.

FISCAL IMPACT:

The following account has been created to track the expenses associated with this project and will be funded in FY 2022-23:
101403 Well 312 Treatment & Flushline

ANTICIPATED ENGINEERING EXPENDITURES
Engineering Services Agreement – Provost & Pritchard $147,000.00 Additional Services (10%) if needed $14,700.00
City Staff (15%) $22,050.00
TOTAL ENGINEERING COSTS: $183,750.00

ANTICIPATED CONSTRUCTION EXPENDITURES
Construction $964,425.00
Construction Contingency (10% of Construction Cost) $96,442.50 Construction Administration – City Staff (10% of Construction Cost) $96,442.50 Bid Support During Construction – City (4% of Construction Cost) $38,577.00 City Construction Forces $50,000.00
Grant Administration $30,000.00
TOTAL CONSTRUCTION COSTS: $1,275,887.00
ESTIMATED TOTAL PROJECT COST: $1,459,637.00
CEQA/NEPA REQUIREMENTS:

CEQA requirements will be completed prior to going to construction. It is anticipated for environmental review to be provided through a Categorical Exemption under CEQA Section 15301 Class 1(b).

Approved by:

William Wong, Director of Utilities
Joseph P. Lopez, City Manager
Attachments:

1. Agreement with Provost & Pritchard Consulting Group

2. Exhibits to Agreement
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ENGINEERING SERVICES AGREEMENT FOR
THE EMPIRE WELL 312 TREATMENT SYSTEM PROJECT
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 2022, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and PROVOST & PRITCHARD, a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that Engineering Services are necessary for the Empire Well 312 Treatment System Project.

B. Consultant represents that it is qualified, willing and able to provide the services to prepare said document(s).

NOW, THEREFORE, in consideration of this agreement, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. SCOPE OF SERVICES.

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until City's acceptance of and payment for all services authorized by City and #5..
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performed by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed ONE HUNDRED FORTY-SEVEN THOUSAND AND 00/100 DOLLARS ($147,000) (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A" attached hereto and for performance by Consultant of all of its duties and obligations under this Agreement, except that additional services may be compensated as described below.

The Compensation shall be paid pursuant in the manner and at the times set forth below:

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit “B” attached hereto, Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any out-of-pocket costs paid by Consultant in connection with work performed on this project. #5..
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Additional services may be authorized by the City Manager in an amount up to, but not to exceed ten percent (10%) of the agreed maximum compensation, or FOURTEEN THOUSAND SEVEN HUNDRED AND 00/100 DOLLARS ($14,700). In the event that additional services are deemed necessary, the Consultant shall provide a written request to the City Manager indicating the reason for additional work, scope and cost of such work. The City Manager shall provide a written response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit “B” and may not exceed the amount requested and approved in writing by the City Manager. In that event, the new total compensation shall not exceed ONE HUNDRED SIXTY-ONE THOUSAND SEVEN HUNDRED AND 00/100 DOLLARS ($161,700). If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved by the City Council prior to commencing the work, as provided in Paragraph 9 of this agreement.

4. OBLIGATIONS OF CONSULTANT.

Throughout the term of this Agreement, Consultant shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business.

5. PERFORMANCE BY KEY EMPLOYEE.
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Consultant has represented to City that Kevin Berryhill, will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that ten percent (10%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

7. NEWS AND INFORMATION RELEASE.

8. INTEREST OF CONTRACTOR.

9. AMENDMENTS.

10. INDEPENDENT CONTRACTOR.

Consultant has no authority or responsibility to exercise any rights or power vested in the City.

Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.
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If in the performance of this Agreement any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Consultant.

It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

13. NOTICES.

FOR CONSULTANT: Name: Provost & Pritchard Consulting Group Address: 1800 30th Street
Suite 280
Bakersfield, CA 93301
Attention: Kevin Berryhill
Phone: (661) 616-5900
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street
Suite 4600
Modesto, CA 95354
Attention: Robert Davalos
Phone (209) 571-5869
Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall #5..
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provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days notice of the cancellation on the policies of insurance required hereunder (10 days notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled.
(a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises #5..
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and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable.
(c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special #5..
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limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

15. TERMINATION OF AGREEMENT.

Termination by City for Default of Consultant
Should Consultant default in the performance of this Agreement or materially breach any of its provisions, at its option, City may terminate this Agreement by giving written notification to Consultant. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include, but not be limited to, any of the following: failure to perform required services or duties, willful destruction of City's property by Consultant, dishonesty or theft. #5..
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Termination by City for Convenience
The City may also terminate the Consultant's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such #5..
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subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain
unacceptable and/or not useful to City as of the termination date. #5..
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City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

16. CERTIFIED PAYROLL REQUIREMENT.

17. INDEMNITY.

18. DISPUTE RESOLUTION.

All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this Agreement. The American Arbitration #5..
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Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any court having jurisdiction, and the award rendered by the arbitrator may be entered in any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.

This paragraph is not intended to and does not waive the claim filing requirements found in California Government Code section 900 et seq. In the event that a timely and legally sufficient, arbitrable claim is filed by Consultant with City, and the claim is rejected in whole or in part by City, this paragraph shall result in the conclusive, final, and binding resolution of all the issues presented in the claim by Consultant so long as any issues presented by the claim are arbitrable. Claims rejected by City or by operation of law, shall be submitted by Consultant to arbitration pursuant to the Arbitration Rules of the American Arbitration Association within ninety (90) days after mailing of the written rejection by City to Consultant.

Otherwise, the claim or claims shall be deemed waived in their entirety.

Both City and Consultant shall have the right, upon written notice, to take no more than three (3) depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.
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Whether or not City and Consultant may be engaged in interstate commerce, any controversy or dispute mentioned above shall be determined by, and the parties shall be bound by, the substantive law of the State of California, and not the Federal Arbitration Act at 9 USC Section 1 et seq.

Notwithstanding anything in this provision to the contrary, the arbitrator shall have no power to award punitive damages or other damages not measured by the party’s actual damages (excluding litigation costs and fees) against any party. This limitation of the arbitrator’s powers under this Agreement shall not operate as an exclusion of the issue of punitive damages from this Agreement to Arbitrate sufficient to vest jurisdiction in a court with respect to that issue.

Consultant shall include in all subcontracts a specification whereby the subcontractor consents to being joined in an arbitration between City and Consultant involving the work of the subcontractor to be joined. Consultant’s failure to do so shall be a breach of this Agreement.
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The parties hereby waive any rights provided by Title 9.2 of the California Code of Civil Procedure, Section 1296. The arbitrator’s award shall be deemed final, conclusive and binding to the fullest extent allowed by California law.

19. ENTIRE AGREEMENT.

20. PARTIAL INVALIDITY.

21. WAIVER.

22. AUDIT.

23. GOVERNING LAW.

This Agreement shall be governed according to the laws of the State of California.

24. HEADINGS NOT CONTROLLING.

Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

25. COMPLIANCE WITH LAWS.

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license. #5..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2022- , adopted by the Council of the City of Modesto on the day of , 2022, and PROVOST & PRITCHARD has caused this agreement to be duly executed in duplicate as of the Effective Date. #5..
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1800 30th Street, Suite 280
Bakersfield, CA 93301-1930
Tel: (661) 616-5900
Fax: (661) 616-5890
www.provostandpritchard.com
\\ppeng.com\pzdata\docs\Marketing\Proposals\2022\City of Modesto - Design Well 312 TCP 22-275\Working Drafts\Modesto Well 312 TCP Design_Proposal.docx Engineering  Surveying  Planning  Environmental  GIS  Construction Services  Hydrogeology  Consulting Fresno  Bakersfield  Visalia  Clovis  Modesto  Los Banos  Chico  Sacramento May 24, 2022
Edgar Vargas, P.E.

Associate Civil Engineer
City of Modesto – Utilities Department
Engineering Design Services Division - Water
1010 10th Street, Suite 4600
Modesto, CA 95353
Subject: Proposal for 1,2,3-TCP Mitigation Engineering Design Services for Well No. 312 (Empire)
Dear Mr. Vargas:

Thank you for the opportunity to submit this proposal to provide engineering services for the subject project. This proposal discusses our understanding of the project, recommends a scope of services together with associated fees, deliverables and approximate schedules, sets forth our assumptions and discusses other services that may be of interest as the project proceeds.

Project Understanding
The City of Modesto (City) supplies water to several unincorporated communities (County “islands”) in the region surrounding the City limits, including Empire, which is a severely disadvantaged community (SDAC) located east of the City. City Well No. 312, which serves Empire, is contaminated with the synthetic organic chemical (SOC) 1,2,3-trichloropropane (TCP) at levels exceeding the California Maximum Contaminant Level (MCL) of 5 ng/L. As a result, the well has been removed from service until a treatment system can be constructed to remove the TCP from the water. The best available treatment technology for TCP is granular activated carbon (GAC). The City’s Engineering Design Services Division has taken initial steps to complete schematic design of a GAC treatment system for Well 312, including coordinating with Stanislaus County to obtain permission to discharge backwash water into a nearby County storm water detention basin, coordinating with a GAC treatment system supplier, and preparing a preliminary site plan. The City has also applied for and received a 1 million dollar California Department of Water Resources (DWR) Urban Drought Relief grant. Due to several other projects competing for Engineering Design Services staff availability, the City has requested that Provost & Pritchard submit this proposal to complete the design, assist the City with permitting and bidding the project, and to provide construction phase engineering services.

The GAC treatment system will need to be located within the relatively small existing well site boundary – the City has not identified any potential off-site treatment locations. The City does not anticipate that any special aesthetic mitigation measures (e.g. height limitations, landscape screening, etc.) will be required for this particular site. Backwash water will come from the distribution system. Backwash and flush-to-waste water will be discharged into a new storm drain located in South Avenue that will be included in the project and will connect with a

EXHIBIT A
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\\ppeng.com\pzdata\docs\Marketing\Proposals\2022\City of Modesto - Design Well 312 TCP 22-275\Working Drafts\Modesto Well 312 TCP Design_Proposal.docx Stanislaus County storm water basin approximately 600 feet east of the well site. The GAC system configuration will be confirmed as part of Provost & Pritchard’s services and may need to incorporate non-standard 40,000-pound vessels and/or less than optimal empty bed contact times to fit within the available space. Electrical improvements will include those associated with the GAC system instrumentation (flow meters and pressure transducer), and the addition of a standby generator to the well site.

Provost & Pritchard’s services will include preparation of an updated schematic design, 90%, and 100% construction document submittals, State Water Resources Control Board Division of Drinking Water (DDW) and Regional Water Quality Control Board (RWQCB) permitting assistance, coordinating review of off-site pipelines and the storm drain outfall with the County, bidding assistance and construction-phase engineering services. The City will be responsible for completing the following services, either through the use of City staff, or through other independently-contracted consultants:
• Surveying
• Geotechnical investigation
• Potholing for utilities as requested by the Engineer (if required) • Environmental permitting / CEQA
• Preparation of Division 00 and 01 specifications and provide a sample of specification format for P&Ps use.
• Grant administration
• Negotiating an agreement with Stanislaus County for use of the storm water basin Scope of Services
Our proposed scope of work for this project is segregated into several phases, described below.

Phase SD: Schematic Design Phase
A. PROJECT MANAGEMENT

1. Project management and administration

2. Prepare and maintain workplan and design schedule

3. Attend kick-off meeting and site visit with City staff

4. Attend schematic design review meeting with City staff

5. Prepare and submit monthly billing

6. Conduct QA/QC program
B. AGENCY AND UTILITY COORDINATION

1. Utility Notifications – Send utility request letters to utility companies to obtain utility information within the project limits.

2. Review Record Information and complete utility base mapping.

3. Submit request to the City for additional potholing as deemed necessary to complete the design.

C. UPDATED SCHEMATIC DESIGN

1. Prepare Basis of Design Memorandum containing the following information i. Design flow rate
ii. Water quality summary and evaluation

EXHIBIT A
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\\ppeng.com\pzdata\docs\Marketing\Proposals\2022\City of Modesto - Design Well 312 TCP 22-275\Working Drafts\Modesto Well 312 TCP Design_Proposal.docx iii. GAC system sizing and design parameters
iv. Evaluation of backwash and flush-to waste flows and volumes and associated sizing of the storm drain
v. Estimate loss of well production capacity (if a well pump curve is provided)
vi. Schematic design level opinion of probable construction costs

2. The following drawing sheets will be prepared to the approximately 30% level of completion:
i. Treatment site plan
ii. Design criteria sheet
iii. Process flow diagram
iv. Storm drain pipeline alignment
Assumptions:
a) A topographic survey of the site, storm drain alignment, and County stormwater basin will be completed by others
b) A geotechnical investigation of the subsurface conditions at the proposed treatment site will be completed by others
c) Design of well-site improvements other than those associated with the addition of GAC treatment and the standby generator will not be included in the project
d) Design of improvements to the County storm water basin other than a new storm drain inlet will not be required
Phase CD: Construction Document Phase
A. 90% PLANS, SPECIFICATIONS, AND COST ESTIMATE

1. Address any remaining comments on the schematic design submittal

2. Prepare (90%) plans for the wellhead treatment construction project, including the following sheets:
i. Cover and index (1 sheet)
ii. Legend and abbreviations (1 sheet)
iii. General and Structural notes (2 sheets)
iv. Design Criteria (1 sheet)
v. Process Flow Diagrams (1 sheet)
vi. Horizontal control plan (1 sheet)
vii. Demolition plan (1 sheet)
viii. Site plan (1 sheets)
ix. Grading plan (1 sheet)
x. Site piping plan (1 sheet)
xi. GAC Vessel and Slab Plan (1 sheet)
xii. Piping Sections and Details (1 sheet)
xiii. Backwash piping details (1 sheet)
xiv. Plan and profile for off-site pipeline (1 sheet)
xv. Vessel pad structural and Manifold piping details (1 sheet) xvi. Miscellaneous details (3 sheets)

EXHIBIT A
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\\ppeng.com\pzdata\docs\Marketing\Proposals\2022\City of Modesto - Design Well 312 TCP 22-275\Working Drafts\Modesto Well 312 TCP Design_Proposal.docx xvii. Structural details (3 sheets)
xviii. Electrical sheets (3 sheets) prepared by Provost & Pritchard’s subconsultant, Pezzoni Engineering, Inc.

3. Prepare preliminary technical specifications for GAC treatment system in CSI format

4. Prepare 90% opinion of probable construction cost

5. Submit 90% plans, specifications and estimate (PS&E) i. Submit 11x17 PDF of plan set and specifications
ii. Schedule and conduct virtual meeting separately with DDW Assumptions:
a) The City’s existing SCADA system and panel can accommodate integration of signal from vessel flow meters and the system differential pressure transducer if required.
b) Air Board permitting of the generator will be by others B. VESSEL PRE-PROCUREMENT

1. Provost & Pritchard will provide the City with a technical specification for use by the City in pre-purchasing either the vessels or the vessels with carbon Assumptions:
a) Contract documents required for vessel pre-purchasing other than the technical specification will be provided by the City
b) The City will advertise and administer bidding
C. PERMITTING ASSISTANCE

1. Submit design of off-site improvements to County for encroachment permit review

2. Coordinate with the State Water Resources Control Board – Division of Drinking Water (DDW) regarding the project

3. Prepare and submit Operations Plan to DDW for approval

4. Prepare and submit application to RWQCB for Low Threat Waiver under Resolution R5-2018-0085
Assumptions:
a) City will pay for all permit fees directly
b) No permits will be required other than those specifically identified above c) No City or County Building Department plancheck will be required d) No conditional use permit or application for zoning variance will be required e) City will handle coordination with property owners adjacent to the project site regarding aesthetic impacts, and construction activities.

D. FINAL (100%) PLANS, SPECIFICATIONS, AND ESTIMATES

1. 90% submittal review meeting with City

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2. Address 90% review comments

3. Prepare final plans

4. Prepare final technical specifications

5. Prepare final opinion of probable construction costs

6. Submit 11x17 PDF of plan set and specifications
Assumptions:
a) Contractor will prepare and implement Storm Water Pollution Prevention Plan and Dust Control Plan if required
b) City will provide “up-front” (Division 0 and 1) specifications c) Comments from various City departments will be reconciled when provided to Provost & Pritchard
Phase BD: Bidding Assistance Phase
A. BIDDING SERVICES

1. Participate in pre-bid conference at well site

2. Assist with the preparation of addenda and clarifications as necessary during the bid period

3. Review bid proposals and provide recommendation for award Assumptions:
a) City will advertise and facilitate the bidding process and Provost & Pritchard will assist
b) City will pay for all advertisement costs.

Phase CA: Construction Administration Phase
A. CONSTRUCTION SERVICES

1. Attend pre-construction kickoff meeting

2. Review and approve contractor submittals prior to the start of construction

3. Make periodic site visits while construction is active to observe the progress of work; including a site visit for substantial completion and a final walk-through. A total of four (4) construction administration site visits are included in the scope of services.

4. Assist in responses to contractor requests for information (RFIs)

5. Review contract change orders

6. Review the contractor’s completion documents. Prepare record drawings based on “as-built” information furnished by the Contractor and City. Provide one copy of reproducible record drawings to City for permanent records.

Professional Fees
Provost & Pritchard Consulting Group will perform the services in this proposal on a time and materials basis, in accordance with our Standard Fee Schedule in effect at the time services are rendered. These fees will be invoiced monthly as they are accrued, and our total fees, including

EXHIBIT A
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Proposed Fee – GAC Design Services
Phase Estimated Fee
Phase SD Updated Schematic Design $22,000
Phase CD Construction Documents $90,000
Phase BD Bidding Assistance $9,000
Phase CA Construction Administration $26,000
Total Estimated Fee: $147,000
The line items shown above are estimates and are not intended to limit billings for any given Phase. Required Phase effort may vary up or down from the line-item estimates shown, however total billings will not exceed the Total shown without additional authorization. If the scope changes materially from that described above, as a result of any agency’s decision or because of design changes requested by the City, we will prepare a revised estimate of our fees for your approval before we proceed.

Schedule
Provost & Pritchard is prepared to begin immediately upon authorization to proceed. This proposal and associated fee is based on the following preliminary project schedule:
• Schematic Design Submittal: 1 month after NTP
• 90% Submittal: 2 months following receipt of Schematic Design submittal comments • 100% Submittal: 1 month following receipt of 90% Design submittal comments Note that this relatively aggressive schedule assumes that survey data and a geotechnical report are available at the same time as notice to proceed. Significant project delays in City submittal reviews and/or project completion may result in the need for adjustment of Provost & Pritchard’s fee schedule and/or the project budget.

Additional Services
The following services are not included in this proposal. However, these and others can be provided at additional cost, either directly by Provost & Pritchard Consulting Group or through subconsultants, upon request.

1. Bench or pilot scale studies

2. Water quality sampling and testing

3. Surveying and geotechnical services

4. Applying for plan amendment, rezoning, or code variances

5. Environmental permitting

6. Legal descriptions and exhibits

7. Assistance with grant administration and reporting

8. Payment of permit fees

9. Potholing and utility locating services

10. Landscape improvements or modifications

11. Hydraulic modeling or surge analysis

12. Construction staking

13. As-built survey

EXHIBIT A
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14. Contractor prequalification

15. Construction management and/or inspection

16. Preparation of Dust Control plans or Storm Water Pollution Prevention Plans (SWPPP)

17. Services associated with litigation including, but not limited to, responding to subpoenas, and providing expert witness services.

Terms & Conditions
If this proposal is acceptable, please sign below. This proposal is valid for 60 days from the date above.

Sincerely Yours,
Provost & Pritchard Consulting Group
Kevin Berryhill, RCE 70415 Matthew W. Kemp, RCE 66088
Project Manager Chief Strategic Officer
Terms and Conditions Accepted
By City of Modesto
Signature Signature
Printed Name Printed Name
Title Date Title Date

EXHIBIT A
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Provost & Pritchard Consulting Group
2022 Standard Fee Schedule
This schedule supersedes previously published fee schedules as of the effective date of January 1, 2022.

Multi-year contracts are subject to any subsequent changes in these rates.

Staff Type Fee Range
Engineering Staff
Assistant Engineer $97.00 – $125.00
Associate Engineer $115.00 – $147.00
Senior Engineer $153.00 – $184.00
Principal Engineer $195.00 – $235.00
Associate Structural Engineer $120.00 – $146.00
Senior Structural Engineer $150.00 – $170.00
Principal Structural Engineer $180.00 – $230.00
Specialists
Associate Biologist $95.00 – $115.00
Assistant Environmental Specialist $90.00 – $120.00
Associate Environmental Specialist $126.00 – $155.00
Senior Environmental Specialist $155.00 – $185.00
Principal Environmental Specialist $195.00 – $235.00
Assistant GIS Specialist $75.00 – $93.00
Associate GIS Specialist $100.00 – $127.00
Senior GIS Specialist $135.00 – $170.00
Assistant Geologist/Hydrogeologist $95.00 – $113.00
Associate Geologist/Hydrogeologist $120.00 – $150.00
Senior Geologist/Hydrogeologist $150.00 – $180.00
Principal Geologist/Hydrogeologist $195.00 – $235.00
Associate Water Resources Specialist $105.00 – $130.00
Senior Water Resources Specialist $135.00 – $160.00
Environmental & Roof Specialist $120.00 – $200.00
External Affairs Specialist $98.00 – $128.00
Principal Tunneling Consultant $235.00 – $255.00
Planning Staff
Assistant Planner/CEQA-NEPA Specialist $85.00 – $105.00 Associate Planner/CEQA-NEPA Specialist $110.00 – $133.00 Senior Planner/CEQA-NEPA Specialist $140.00 – $168.00
Principal Planner/CEQA-NEPA Specialist $173.00 – $196.00 Technical Staff
Assistant Technician $75.00 – $97.00
Associate Technician $102.00 – $125.00
Staff Type Fee Range
Senior Technician $130.00 – $150.00
Construction Services Staff
Associate Construction Manager $120.00 – $140.00
Senior Construction Manager $145.00 – $167.00
Principal Construction Manager $180.00 – $210.00
Construction Inspector (1) $152.00 – $177.00
Construction Inspector (2) $187.00 – $218.00
Support Staff
Administrative Assistant $70.00 – $90.00
Project Administrator $80.00 – $105.00
Senior Project Administrator $115.00 – $200.00
Intern $65.00 – $80.00
Surveying Services Staff
Assistant Surveyor $95.00 – $115.00
Licensed Surveyor $145.00 – $175.00
1-Man Survey Crew $175.00/$200.00(1)
2-Man Survey Crew $245.00/$285.00(1)
2-Man Survey Crew including LS $280.00/$295.00(1)
UAV (Drone) Services $210.00
(Field work not including survey equipment billed at individual standard rate plus vehicle as appropriate.)
(1) Prevailing wage rates shown for San Joaquin, Stanislaus, Merced, Madera, Fresno, Tulare, Kings, and Kern counties; other counties as quoted.
(2) Overtime for Construction Services prevailing wage will be calculated at 125% of the standard prevailing wage rate.

Additional Fees
Expert Witness / GIS Training: As quoted.

Travel Time (for greater than one (1) hour from employee’s base office):
$80/hour (unless the individual’s rate is less)
Project Costs
Mileage: IRS value + 15%
Outside Consultants: Cost + 15%
Direct Costs: Cost + 15%

EXHIBIT B
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

August 10, 2022
Date: May 18, 2022
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Agreement for Pump Station Rejuvenation Services CONTACT: Jeff Daniels, Water Division Manager, [email protected], (209) 342-4585 DESCRIPTION:

Consider approving the Award of Bids for Pump Station Rejuvenation Services to Don Pedro Pump, Hughson, CA, for a two-year Agreement with three one-year extension options, for an estimated annual amount of $350,000, and $1,974,350 over five years and forwarding to Council for approval. (Funding Source: Water Fund and Wastewater Fund)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan Initiatives, Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

The City owns and operates 91 water well sites, which have a production capacity of 156 million gallons of water per day. This water system services approximately 76,000 customer locations and 280,000 people. The Water Division operates and maintains the pump stations to ensure reliable fire protection and water service to City customers.

The City also owns and operates 66 storm and sewer lift stations, pumping average dry weather flows of 27 million gallons per day, and over 100 million gallons per day during peak wet weather flows. This system conveys sewage to the wastewater treatment plant on Sutter Avenue. Storm water is pumped to Dry Creek, Tuolumne River, and MID and TID canals. The Wastewater Division maintains the sewer and storm lift stations and wastewater treatment plant processes, ensuring the lift stations and treatment plant operate reliably.

Water well sites, storm/sewer lift stations, and pumping facilities require periodic rejuvenation, including repair and replacement of equipment. If not properly maintained, reduced reliability of these facilities could affect the delivery of water to City customers, water pressures for fire #6..
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Economic Development Committee, August 10, 2022
Agreement for Pump Station Rejuvenation Services

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Economic Development CommitteeAugust 10, 2022

Economic Development Committee
August 10, 2022