Agenda packet — Finance Committee, October 23, 2023 (part 1 of 2)

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www.modestogov.com
AGENDA
City of Modesto

FINANCE COMMITTEE

COUNCIL WORKSHOP
2001-40 Del Puerto Room
Tenth Street Place, 1010 10th Street
Modesto, California
Monday, October 23, 2023 at 4:00 PM
Roll Call: David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
Alternates: Eric Alvarez, Jeremiah Williams, Chris Ricci, Sue Zwahlen 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. * Public Comment will only be in-person. Members of the public who wish to address the Committee, by providing public comment, during the meeting must do so in-person in the 2001-40 Del Puerto Room. As an alternative, members of the public may also provide written public comment submitted via email as indicated in the Submitting Comments by Email instructions on this agenda. Zoom will still be available for viewing and Wordly translation. *Members of the public will be allowed to provide public comment through Zoom if a Committee Member is participating remotely pursuant to the provisions of Assembly Bill 2449 *Effective March 1, 2023, if a technical issue arises with Zoom or the phone dial-in option, the Committee meeting will continue unless the meeting is being held pursuant to the provisions of Assembly Bill 2449. Alternative viewing options are listed below, and the meeting is physically open to the public.
“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.
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"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.

You may observe a livestream of the meeting at http://media.modestogov.com. You may also view or listen to the meeting as indicated below.

THE MEETING CAN BE VIEWED BY ZOOM VIDEO

CONFERENCING OR TELEPHONE
Joining the Committee meeting via Zoom
The City of Modesto is now offering the ability to view Committee meetings via telephonic conferencing via “Zoom” video conferencing computer technology. The meeting may be accessed through the use of Zoom using the following options:
 Enter the following link into an Internet Browser
https://us02web.zoom.us/j/86945970570,
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 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 listen 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

PUBLIC COMMENTS IN PERSON
Three-minute time limit per speaker
Only interested persons in the audience may present these matters. Under State law, Committee Members 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 Committee Member or the Committee itself may take action to direct staff to place a matter of business on a future agenda.

SUBMITTING COMMENTS BY E-MAIL
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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 two hours before the meeting.

This Agenda is on file in the City Clerk’s Office, Sixth Floor, 10th Street Place, Posting Board at entry of 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.

Any and all of the following agenda items are subject to action by the Modesto City Council.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

Information concerning the consent items listed below has been forwarded to each Committee Member prior to this meeting for study. Unless some member of the audience or Committee Member has a question concerning an item and asks that it be withdrawn from the consent list, the Committee approves the items at one time. The action taken by the Committee in approving consent items is set forth in the explanation of this individual item.

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

Consent

1. Consider an Agreement with Citibot, Inc., for Professional Services and Software Subscription for a term of three years for a total amount not to exceed $116,080 and forwarding to Council for approval. (Funding Source: Information Technology Fund)  Motion recommending the Sole Source Agreement with Citibot, Inc. for Professional Services and Software Subscription for a term of three years in the amount of $111,150 plus a 10% contingency in year one of $4,880 for a total amount not to exceed $116,080 and forwarding to Council for approval.

IT; James Dotson, 209-571-5508, [email protected] Consent
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2. Consider an Engineering Services Agreement with Carollo Engineers, Inc. of Walnut Creek, CA, for the River Trunk Realignment – Pump Station Project, in an amount not to exceed $2,750,742 and forwarding to Council for approval. (Funding Source:

Wastewater Fund)
 Motion recommending an Engineering Services Agreement with Carollo Engineers, Inc., of Walnut Creek, CA, for the River Trunk Realignment – Pump Station Project in the amount of $2,500,674, plus $250,068 in additional services, if needed, for a total amount not to exceed $2,750,742 and forwarding to Council for approval.

UTILITIES; Cristian Ciotau, 209-577-5260, [email protected] Consent

3. Consider an Engineering Services Agreement with Carollo Engineers, Inc. of Walnut Creek, CA, for the River Trunk Rehabilitation Phase 1 Project, in an amount not to exceed $935,000 and forwarding to Council for approval. (Funding Source:

Wastewater Fund)
 Motion recommending an Engineering Services Agreement with Carollo Engineers, Inc., of Walnut Creek, CA, for the River Trunk Rehabilitation Phase 1 Project in the amount of $850,000, plus $85,000 in additional services, if needed, for a total amount not to exceed $935,000 and forwarding to Council for approval.
 Motion recommending amending the Fiscal Year 2023-24 Capital Improvement Program Budget in the amount of $5,260,000 to be transferred into the Project from Wastewater Reserves to fund the River Trunk Rehabilitation Phase 1 Project and authorizing the City Manager, or his designee, to implement the provisions of this resolution and forwarding to Council for approval.

UTILITIES; Cristian Ciotau, 209-577-5260, [email protected] Consent

4. Consider an Engineering Services Agreement with West Yost Associates, Davis, CA, for the Chicago-Paradise Area Strengthen and Replace Water Mains Project, in an amount not to exceed $1,134,933 and forwarding to Council for approval. (Funding Source: Water Fund)
 Motion recommending an Engineering Services Agreement with West Yost Associates, of Davis, CA, for the Chicago-Paradise Area Strengthen and Replace Water Mains Project in the amount of $1,031,757, plus $103,176 in additional services, if needed, for a total amount not to exceed $1,134,933 and forwarding to Council for approval.
 Motion recommending the Fiscal Year 2023-24 Capital Improvement Program Budget in the amount of $12,815,417 to be transferred into the Project form Water Fund Reserves to fund the Chicago-Paradise Area Strengthen and Replace Water Mains Project and authorizing the City Manager, or his designee, to implement the provisions of this resolution and forwarding to Council for approval.

UTILITIES; Edgar Vargas, 209-577-5424, [email protected] - 4 -
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Consent

5. Consider an Agreement with Todd Groundwater, Alameda, CA, for the Groundwater Sustainability Plan Update and Annual Reporting for Water Years 2023-2028 for a total amount not to exceed $1,994,601 on behalf of the Stanislaus and Tuolumne Rivers Groundwater Basin Association – Groundwater Sustainability Agency and the associated Equitable Project Cost Sharing and Reimbursement Agreement, and forwarding to Council for approval. (Funding Source: Water Fund)  Motion recommending an Agreement with Todd Groundwater, of Alameda, CA for the Groundwater Sustainability Plan Update and Annual Reporting, in the amount of $1,813,273, plus $181,328 in additional services, if needed, for a total amount not to exceed $1,994,601 and forwarding to Council for approval.  Motion recommending the Stanislaus and Tuolumne Rivers Groundwater Basin Association – Groundwater Sustainability Agency Equitable Project Cost Sharing and Reimbursement Agreement and forwarding to Council for approval.
 Motion recommending amending the Fiscal Year 2023/24 Multi-Year Budget in the amount of $2,174,601 to be transferred into the Project from Water Fund Reserves and authorizing the City Manager, or his designee, to implement the provision of the resolution and forwarding to Council for approval.

UTILITIES; Jim Alves, 209-571-5557, [email protected]

NEW BUSINESS

6. Consider amending the Annual Commercial Cannabis Permit Fee by establishing two types of commercial cannabis permit fees for City approved businesses and forwarding to Council for approval. (Funding Source: General Fund)  Motion recommending an Amendment to the Annual Commercial Cannabis Permit Fee by establishing two types of commercial cannabis permit fees for City approved businesses for an Operational Annual Commercial Cannabis Permit Fee with an annual cost of $18,732 and Non-operational Annual Commercial Cannabis Permit Fee with an annual cost of $5,742 and forwarding to Council for approval.
 Motion recommending an updating of the Annual Commercial Cannabis Permit Fee billing cycle to align with the Annual Permit issuance and expiration date from a calendar year to fiscal year and forwarding to Council for approval.  Motion recommending the creation of a new Fund to track overall cost of providing the cannabis program; and forwarding to Council for approval.

FINANCE DEPARTMENT; Gina Brown, 209-577-5381, [email protected]

7. Consider an Agreement with SpryPoint Services, Inc., Charlottetown, P.E. for Utility Billing, Receivables and Cashiering Softwares for a total amount not to exceed $2,391,960 over two (2) years and forwarding to Council for approval. (Funding Source: Various Funds)
 Motion recommending an Agreement with SpryPoint Services, Inc., Charlottetown, P.E., by utilizing the Competitive Bid Process with the City of Aurora, for Utility Billing, Receivables and Cashiering Software for a one (1) - 5 -
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year Agreement with (1) one-year Renewal Option, for an estimated annual amount of $423,960 and a total amount not to exceed $2,391,960 over two (2) years and forwarding to Council for approval.

FINANCE DEPARTMENT; Jeni Martin, 209-571-5892, [email protected]

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:

October 23, 2023
Date: October 23, 2023
TO: Finance Committee:

David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Scott Conn, Chief Information Officer
SUBJECT: Citibot AI Chatbot for Website and GoModesto Application CONTACT: James Dotson, Information Technology Manager
[email protected], 209-571-5508
DESCRIPTION:

Consider an Agreement with Citibot, Inc., for Professional Services and Software Subscription for a term of three years for a total amount not to exceed $116,080 and forwarding to Council for approval. (Funding Source: Information Technology Fund) STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Plan Initiatives: Build community trust in city government through responsive, transparent, and efficient service delivery.

BACKGROUND:

The City of Modesto is in the process of refreshing its external website (www.modestogov.com) and its smart device application (GoModesto). As part of these refresh efforts, staff intends to incorporate a generative artificial intelligence (AI) chatbot that will allow natural language queries to be submitted on the website and within the GoModesto application that will return natural language answers and/or take the individual to the requested webpage containing the data. This offers an alternative way to find and retrieve desired information as opposed to clicking on buttons, drop-down menus, or tabs to find the same information.

DISCUSSION:

After reviewing multiple generative AI chatbots, including those offered by the website host service, Civic Plus, and the GoModesto application provider, Granicus, staff agreed that the chatbot solution from Citibot was vastly superior at this time to any other available offerings.

Citibot, Inc. is the only company of its kind that has built, offered for sale, sold, and has active customers that connects an artificial intelligence driven conversational chatbot through text messaging (SMS) and web chat for local government websites. It enables local governments to #1..
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Finance Committee, October 23, 2023
Citibot AI Chatbot for Website and GoModesto Application

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automate customer service functions and fully integrates into the Granicus OneView Customer Relationship Management software platform (the engine for the new GoModesto application).

Citibot is the only software engine that (1) takes the written words in a text message and/or web chat from a citizen; (2) applies code that is embedded in an artificial intelligence solution to determine (a) if the resident is asking a question, (b) submitting a service request, or (c) sending a message; and (3) applies code that is embedded in an artificial intelligence solution to send automated responses back to the resident. In addition to providing information in a more natural language manner, Citibot is the only solution which can take a request for service (i.e., “My streetlight is out”) through the City’s website or the City’s GoModesto application and enter that request seamlessly into the City’s work order system, Lucity. This also means that any updates as to the status of that work order can be shared back to the requestor via the website or GoModesto and be accurate and consistent.

In addition, Citibot takes the data generated through the conversations between the resident and Citibot to present an analytics platform back to the City for real time decision making and analysis on how the website and GoModesto application are used and what information is being sought.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $50,000 for material, equipment, or contractual services to follow formal bid procedures.

However, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process. Here, the creation of service requests by the vendor’s artificial intelligence solution which can directly integrate with the City’s existing work order system, Lucity, makes their solution unique within the marketplace. Therefore, staff recommends the professional services and software subscription of this Agreement to Citibot, Inc. should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b) since Citibot, Inc. is the Sole Provider of Software.

FISCAL IMPACT:

Year 1 will be funded from Information Technology (IT) Fund 5230 with Years 2 and 3 being budgeted in an operating cost center within the IT Fund as a part of the annual budget development process and reimbursed two years in arrears as part of the IT Internal Service Fund allocation.

Year 1 Year 2 Year 3
Implementation
Services
$19,900 $0 $0
Subscription Fees $28,900 $30,400 $31,950
10% Contingency $ 4,880 $0 $0
Totals $53,680 $30,400 $31,950
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Sole Source Agreement with Citibot, Inc. for Professional Services and Software Subscription for a term of three years in the amount of $111,150 plus a 10% contingency in year one of $4,880 for a total amount not to exceed $116,080 and forwarding to Council for approval.
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Citibot AI Chatbot for Website and GoModesto Application

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Approved by:

Scott Conn, Chief Information Officer
Joseph P. Lopez, City Manager
Attachments:

1. Agreement – Citibot Subscription

2. Document – Citibot Proposed Statement of Work

3. Document – Sole Source Justification Bid Waiver

4. Document – Sole Source Citibot Modesto
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Citibot Subscription Agreement
This Agreement is made by and between the City of Modesto, California (“City”) and Citibot, Inc. (“Citibot”), hereinafter referred to collectively as (the “Parties”), for the services outlined herein. This agreement is dated September 20, 2023.

1. Definitions. Capitalized terms used but not otherwise defined herein shall include the meanings ascribed thereto in the Terms of Service or Privacy Policy, as applicable. “Service” collectively refers to the Citibot City external and internal website chatbot customer service platform, and software and/ or services made available to Subscriber. The features include (1) questions and search result answers; (2) service request submittal (a list of search requests is referenced below by way of example and would be a part of an integration into Granicus OneView CRM, and (3) direct message and live chat that is initiated by the City. “Content” collectively refers to any and all information, including any text, graphics, and and/ or other materials, submitted to or made available through the Service. Content submitted to the Service by Subscriber or any Authorized User is referred to as “User Content,” and all other Content of the Service is referred to as “Citibot Content.” “Subscription” refers to the right granted by Citibot to Subscriber to access and use the Service and the Content, subject to the terms and conditions of the Subscription Agreement. “Authorized User” refers to each employee of Subscriber, citizens of Modesto, agents and/ or contractor of Subscriber authorized to access and use the Service and the Content.

2. Term; Termination.
a. Term. The initial term of the Subscription Agreement shall commence on the date of this Agreement’s execution by the Parties and continue in effect for three years at rates as specified in the post installation maintenance, hosting, support, and software as a service section as described below.
b. Effect of Termination. Upon the termination of this Agreement, the subscription and all rights granted to the City and the Authorized User(s) in the Subscription Agreement are immediately revoked, including, without limitation, all rights to use the Service, any portion thereof, and any Citibot Content obtained through the Service.

3. Installation Fee; Subscription Fee; Payment. Modesto is responsible for payment of the Subscription Fee as described in this Section. Payment shall be due to Citibot within thirty (30) days upon receipt of the Invoice, and the rates are presented in this table below. #1..
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Pricing Year 1 Year 2 Year 3
Implementation Fees $19,900 $0 $0
Annual Subscription - Web Chat External $11,900 $12,500 $13,150 Annual Subscription -
Web Chat Internal
$9,500 $9,900 $10,300
Multi-Language
Translation
$7,500 $8,000 $8,500
Total Annual Costs $48,800 $30,400 $31,950
Year 1
The pricing is reflected in the table above.

Implementation Fee: Upfront development and installation cost should consider the software cost as well as initial configuration and setup costs, initial license costs, training, implementation, and Trello Integration. Citibot will build a custom chatbot to answer residents’ questions and facilitate service request reporting. Citibot will deploy its language model in building the custom Modesto system and perform all the integration programming work for the Granicus OnceView CRM integration. Citibot will include its multi-language feature as well during the implementation phase.

1. Breakdown: This Cost considers installation fees as well as all costs associated with training and implementation with the City staff.

2. Web Chat Annual Subscription: Post Installation maintenance, hosting, support, and software as a service costs for both the external City Website and the Internal City Website for staff.
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Years 2-3
The pricing for Years 2-3 is reflected on the table above and are defined by the language in the Year 1 description above for each service category.

Years 4-5
The City of Modesto can exercise an option to auto-renew this agreement for a 4th and 5th Year prior to 30 days before the expiration of this Agreement. A 5.0% annual price increase would be applied for each communication channel subscription.
********
Service Requests Included in this system with a corresponding AI build conversational chat capability and available for a Salesforce integration when appropriate during the life of this Agreement

 Pothole
 Missed Trash Pickup
 Trash Can Repair
 Missed Recycling Pickup
 Recycling Can Repair
 Flooding
 Lost Dog
 Dead/Stray Animal
 Broken Street Sign
 Broken Traffic Light
 Broken Street Light
 Fallen Tree
 Broken Pavement/Sidewalk
 Noise issue (Barking Dog, for example)
 Tall Grass/Weeds
 Abandoned Vehicle
 Graffiti
 Hazardous Materials
 Illegal Dumping
 Mosquitos
 Prohibited Outside Storage
 Sewage
 Yard Upkeep
 Zoning Infractions
 Cave In
 Direct Message Submittal
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Other Service requests will be included upon Subscriber’s request as a part of implementation.

Additional, post-launch Service Requests can be added to the AI conversation flow for $95/hour and not to exceed 7 hours per service request.
******

4. Representation and Warranty. Each party represents and warrants to the other party that it has the full power to enter into the Subscription Agreement and to perform its obligations thereunder.

5. Software as a Service. Citibot is selling its software as a service. Thus, none of Citibot’s employees shall be deemed employees of the City.

6. Venue/Jurisdiction. This Agreement is governed by the laws of California. In the event litigation shall occur related to this contract, venue shall lie exclusively in the courts of Charleston County, California. If any action in law or equity is brought to enforce or interpret the provisions of this agreement, the prevailing party shall be entitled to reasonable attorney’s fees in addition to other relief to which it may be entitled.

7. Public Records. Citibot acknowledges that it is acting on behalf of a Public agency and that this Agreement is subject to the provisions of California Public Information Act and United States Freedom of Information Act regulations, and that Citibot must comply with the public records laws of the State of California.
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The Citibot Communication Platform provides AI-based chat solutions for residents and their governments for efficient and timely communication. Using text messaging (SMS) and web chat technology, the Citibot Communication Platform automates customer service and increases citizen engagement — building relationships of trust between Modesto and its residents.

Citibot Communication Platform
● Interactive Web Chat - Internal and External
○ Automated, fully integrated web assistant that interacts with web visitors, providing a conversational customer service experience through the Modesto website
○ Residents can submit a service request, ask a question, find information, and send a direct message into staff workflow 24/7
Implementation
● Citibot Installation: Citibot to provide and activate Citibot phone number, install Citibot products via the cloud, set up the cloud storage, and facilitate training with Modesto staff.
● CRM Integration: Citibot to integrate with RockSolid/Granicus Oneview API. Citibot to complete configuration, mapping, testing, and training.

Reporting & Analytics
● Citibot to set up a Citibot Analytic Dashboard for Modesto to use as a real-time decision-making tool. As questions come in and issues are reported, Citibot analytics store the information, aggregate the information, and display the data in a user-friendly format.
● The data is stored in a secured cloud storage system indefinitely or as per state Freedom of Information Act Requirements mandate.
● Client to receive monthly reports via email from Citibot staff.

Modesto, CA
March 3, 2023
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Marketing Services
● Onboarding packet includes Web Chat icon design, graphic design and copy for social campaign outreach for initial launch
● Press release for client to distribute announcing partnership and new service for residents
● Continued digital marketing support post-launch, including social media content and design
Other Ongoing Services
● Includes post-installation maintenance, hosting, support, integration management and software as a service (SaaS) management
Citibot offers Facebook Chat, Twitter Chat, and WhatsApp Chat in 2023. *Price does not include a Short Code number lease or purchase cost. ** Includes Unlimited SMS Messaging
Pricing Year 1 Year 2 Year 3
Implementation Fees $19,900 $0 $0
Annual Subscription -
Web Chat External
$11,900 $12,500 $13,150
Annual Subscription -
Web Chat Internal
$9,500 $9,900 $10,300
Multi-Language
Translation
$7,500 $8,000 $8,500
Total Annual Costs $48,800 $30,400 $31,950

CHAT SOLUTIONS FOR MODERN GOVERNMENT AND

CONNECTED COMMUNITIES
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Bid Waiver Approval Form
Supplier Name: Amount of Bid Waiver Request:

Supplier Contact: Supplier Phone No:

Are Federal Funds being utilized for portion of purchase? A bid waiver is required for any procurement commitment greater than $ 3,500 where a minimum of three bids are not obtained.

Justification for waiving the competitive bid requirements is limited to the following (provide detailed information in the comments section of form):

Reason for Bid Waiver - Check Box:

Sole Source - The item/service is unique in its specifications such that only one vendor is qualified to provide the good or service (Formal bidding exception under MMC 8-3.204(b))
OEM - Original Equipment Manufacturer / Distributor
Inflexible time constraints preclude the bidding process - Exigent circumstances (Formal bidding exception under MMC 8-3.204 (c))
The incumbent's cost, delivery and quality can be compared to a previous quote/bid obtained within the last six months, for the same or similar item/service (Total purchase must be less than $50,000)
Professional Services defined under MMC 8-3.103 (Formal bidding exception under MMC 8-3.204 (a))
Single Bid/Proposal More than one supplier could provide the goods or service, but only one supplier provided bid/proposal for solicitation.

Requisition No: Department:

Project Description:

The purchase of any item utilizing any Federal Funding must comply with current applicable Circular Yes No
Citibot 116030
Bratton Riley (843) 324-6167
Information Technology
AI Chatbot for Modesto Website, GoModesto App, and Intranet #1..
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Other (requires detailed comments)
Comments:

Approval Name Signature Date
Requestor
Division Manager
Department Director
Chief Information Officeri
Buyer
Purchasing Manager
Director of Finance
i Information technology (IT) purchases will require Chief Information Officer Signature Buyer Comments:

Citibot’s unique technology that connects an artificial intelligence driven conversational chatbot through text messaging (SMS) and web chat for the local government website that enables local governments to automate customer service and can integrate into the Granicus OneView CRM software platform. It is the only software engine that (1) takes the written words in a text message and/or web chat from a citizen; (2) applies code that is embedded in an artificial intelligence solution to determine (a) if the resident is asking a question, (b) submitting a service request, or (c) sending a message; and (3) applies code that is embedded in an artificial intelligence solution to send automated responses back to the resident. The amount includes a Year 1 amount of $48,800 plus a 10% contingency of $4,880 for a Year 1 total of $53,680, a Year 2 subscription total of $30,400 and a Year 3 subscription total of 31,950 for a 3-year total not to exceed $116,030. Funding will be established through ISF.

Paul Hardy
James Dotson
Scott Conn
Carolanne Wattle
Diane Love
DeAnna Christensen
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656 Ellis Oak Avenue, Chas. SC, 29412
843.324.6167
[email protected]
www.citibot.io
Scott Conn
Chief Information Officer
Modesto, CA
RE: Citibot Sole Sourced Letter: Our Unique Technology with a Granicus OneView CRM Integration

VIA EMAIL
Dear Scott:

I hope this letter finds you and your colleagues at the City of Modesto are doing very well. I am writing this letter to confirm Citibot’s unique position in the marketplace for local government AI powered chat through SMS and webchat with a Granicus OneView CRM Integration.

As of the date of this letter, Citibot, Inc. is the only company of its kind that has built, offered for sale, sold, and has active customers with Citibot’s unique technology that connects an artificial intelligence driven conversational chatbot through text messaging (SMS) and web chat for the local government website that enables local governments to automate customer service and can integrate into the Granicus OneView CRM software platform.

The Citibot engine is the only software engine that (1) takes the written words in a text message and/or web chat from a citizen; (2) applies code that is embedded in an artificial intelligence solution to determine (a) if the resident is asking a question, (b) submitting a service request, or (c) sending a message; and (3) applies code that is embedded in an artificial intelligence solution to send automated responses back to the resident.

The Citibot engine then takes the data coming from the resident responses to determine actions of sending a work order request, which would then be received through the Citibot API Management Platform and submitted through that platform into a work order management platform/CRM that can serve the City of Modesto: Granicus OneView CRM. When the work order is completed, an automatic text message is then sent back to the citizen confirming the fix and saying "Thank You." Finally, Citibot takes the data generated through the conversations between the resident and Citibot to present an analytics platform back to the City for real time decision making and analysis. #1..
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Citibot has integrated into Granicus OneView for the city of Perry, GA, Winston-Salem, NC, St. Cloud, FL, and Holly Springs, NC. With this system, residents can communicate through SMS chat and web chat service requests and messages that will be transferred into the Granicus OneView CRM App software platform in the proper location. For example, if a resident sends a chat message that reports a pothole, the information about the pothole, including location and chat history, Citibot will submit into the Granicus OneView CRM system directly to the Pothole Service Request section within the Granicus OneView CRM Software platform. When that pothole service request gets closed out in Granicus OneView CRM by the Modesto City Public Works Team, Citibot will relay this confirmation back to the resident that initially reported the pothole.

In sum, there is no other company in the market that has a fully built chatbot application with an out-ofthe-box integration into the Granicus OneView CRM API.

Citibot is already in North Carolina, Texas, Virginia, New Jersey, South Carolina, Colorado, Arizona, California, Florida, Georgia and other US states. Thank you very much for this opportunity to present this letter.

Sincerely,
W. Bratton Riley CEO
Citibot, Inc.
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 23, 2023
Date: September 29, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Engineering Services Agreement with Carollo Engineers River Trunk Realignment – Pump Station Project
CONTACT: Cristian Ciotau, Senior Civil Engineer, [email protected], 209-577-5260 DESCRIPTION:

Consider an Engineering Services Agreement with Carollo Engineers, Inc. of Walnut Creek, CA, for the River Trunk Realignment – Pump Station Project, in an amount not to exceed $2,750,742 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 2007 Wastewater Collection System Master Plan (WWCSMP) identified key hydraulic and condition deficiencies in the City’s wastewater collection system; These conclusions were reevaluated as part of the 2016 WWCSMP. The River Trunk Realignment was one of the main priority projects identified in the 2016 WWCSMP and addresses deficiencies in the River Trunk, Sutter Trunks, and Beard Brook Siphon.

The River Trunk consists of a pipeline that ranges from 24-inches to 60-inches in diameter that conveys flow from the Beard Industrial Park to the City of Modesto Regional Water Recycling Facility – Sutter Campus (RWRF - Sutter Campus). The total length of the River Trunk is approximately five miles and conveys approximately 24 percent of the City’s domestic wastewater flow. The Beard Brook Siphon consists of a 48-inch diameter trunk that starts at the west end of Oregon Drive, at the Gallo facility, and crosses under Beard Brook Park to Morton Boulevard. The current location of the River Trunk, adjacent to the Tuolumne River, poses access limitations to operations staff and could be subject to catastrophic damage in the event of elevated river flows. The Beard Brook Siphon also poses access limitations. As City staff #2..
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Finance Committee, October 23, 2023
Engineering Services Agreement with Carollo Engineers
River Trunk Realignment – Pump Station Project

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evaluated these projects, consideration was given to realigning the River Trunk away from its current location to an alternate route within the public right-of-way and replacing the Beard Brook Siphon with a gravity system. Additional consideration was given to realigning the Sutter Trunk to connect to the new River Trunk.

On April 1, 2014, by Resolution No. 2014-121, Council approved an Agreement with Carollo Engineers, Inc., (Carollo) for preparation of a Preliminary Design Report (PDR), which serves as the basis of design for the Project. The PDR evaluated improvements necessary, determined the most economical and beneficial approach, and evaluated different alternatives to address the existing deficiencies of the River Trunk.

The PDR confirmed that the existing River Trunk does not provide adequate capacity to convey peak wet weather flows, exposing the City to the risk of public health impacts and fines from sewer system overflows (SSOs). Additional flow capacity is required for the River Trunk to prevent SSOs in highly environmentally sensitive areas, such as Dry Creek and the Tuolumne River.

On March 1, 2016, by Resolution No. 2016-125, Council approved an Agreement with Carollo for Final Design Services for the River Trunk Realignment Project. The scope of the Agreement included the design of a major lift station and force-mains (River Trunk Pump Station - Project No. 1), the gravity sewer crossing under Beard Brook Park and gravity system along Colorado Avenue (River Trunk Gravity System – Project No. 2), and a pump station for the Shackelford Crossing (River Trunk Shackelford – Project No. 3). Upon completion of these three projects the former River Trunk will be available as a redundant system for domestic and cannery waste flows, providing increased reliability for industrial users and reduced liability in the event of a failure by preventing the discharge of raw sewage into the Tuolumne River. River Trunk Gravity System – Project No. 2 and River Trunk Shackelford – Project No. 3 are currently under construction.

DISCUSSION:

The River Trunk Pump Station was originally designed to be located at a property owned by the Tuolumne River Regional Park (TRRP) near the intersection of B Street and 9th Street. In 2017, near the end of the design phase of the project, it was discovered that the property had a deed restriction requiring it to be used as a park due to grant funding that had been previously received from the State and Federal Governments.

Over the course of the next several years design was placed on hold while the City diligently negotiated with the relevant grant funding agencies to remove the deed restrictions but were unable to obtain the necessary approvals.

In 2021, the City explored an opportunity to purchase land near the intersection of 10th Street and Morton Avenue. However, after numerous discussions, it was determined that the property was not a feasible location for the River Trunk Pump Station.

In 2022, the City looked into whether or not it would be possible to construct the River Trunk Pump Station within the unused portion of the Morton Avenue Right-of-Way (ROW) between 9th #2..
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Finance Committee, October 23, 2023
Engineering Services Agreement with Carollo Engineers
River Trunk Realignment – Pump Station Project

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Street and B Street. This segment of ROW is approximately 80 feet wide and 500 feet long.

Due to the tight space and the numerous deep structures required for the River Trunk Pump Station, it was determined that the ROW was not large enough to accommodate the project.

The City determined that the triangular property located at 131 9th Street (southwest corner of B Street and 9th Street) would be an appropriate location for the River Trunk Pump Station. This property is large enough to adequately construct, operate, and maintain the necessary facilities; For these reasons, staff negotiated the purchase of the property.

On July 11, 2023, by Resolution No. 2023-357, Council approved the purchase of the property located at 131 9th Street, Modesto.

On September 18, 2023, staff received a revised proposal from Carollo Engineers, Inc., of Walnut Creek, CA for the redesign of the River Trunk Pump Station at the new location.

As the Engineer of Record, Carollo Engineers, Inc. will be overseeing the Project Management, Field Investigations, Permitting, Easement Acquisition, Stakeholder Coordination, Development of Construction Documents, Constructability Review Assistance and Bid Phase Services necessary to relocate the River Trunk Pump Station from the original design site location to the City’s newly acquired property located at 131 9th Street.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” Here, it has been determined that contracting with Carollo Engineers, Inc. will result in the lowest possible cost at the desired quality. Carollo Engineers was previously hired, in accordance with the requirements of the Modesto Municipal Code, to do the initial design work for this project and is the Engineer of Record. Hiring another engineering firm to perform the new design work required by the change of location will result in duplication of effort and increased costs because the new engineer will have to become familiar with the project and will be relying on Carollo’s previous work.

Staff recommends approval of an Engineering Services Agreement with Carollo Engineers, Inc. for the River Trunk Realignment – Pump Station Project.

FISCAL IMPACT:

Expenses associated with the River Trunk Realignment - Pump Station Project will be housed in the following Capital Improvement Program Project:
100646 - River Trunk Realignment
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Finance Committee, October 23, 2023
Engineering Services Agreement with Carollo Engineers
River Trunk Realignment – Pump Station Project

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ANTICIPATED PROJECT EXPENDITURES:

Construction $75,000,000
Construction Contingency $7,500,000
Construction Administration
Construction Management Firm and City Staff
$7,500,000
Engineering Services Agreement – Carollo $2,500,674
10% Additional Services, if needed $250,068
Engineering/Design/Administration Services During Construction Engineering Firm and City Staff
$5,300,000
TOTAL: $98,050,742
CEQA/NEPA REQUIREMENTS:

Environmental review has been provided through the 2017 Wastewater Master Plan Environmental Impact Report (EIR) (SCH # 2016062033) certified by Council on January 28, 2020.

RECOMMENDED COMMITTEE ACTION
Staff Recommendation:

Motion recommending an Engineering Services Agreement with Carollo Engineers, Inc., of Walnut Creek, CA, for the River Trunk Realignment – Pump Station Project in the amount of $2,500,674, plus $250,068 in additional services, if needed, for a total amount not to exceed $2,750,742 and forwarding to Council for approval.

Approved by:

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

1. Carollo – Agreement

2. Carollo – Exhibits to Agreement
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ENGINEERING SERVICES AGREEMENT
RIVER TRUNK REALIGNMENT – PUMP STATION PROJECT
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this __ day of , 2023, (“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 River Trunk Realignment – Pump Station Project.

B. Consultant represents that it is qualified, willing and able to provide said services.

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 #2..
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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 TWO MILLION FIVE HUNDRED THOUSAND SIX HUNDRED SEVENTY-FOUR AND 00/100 DOLLARS ($2,500,674) (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. #2..
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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 TWO HUNDRED FIFTY THOUSAND SIXTY-EIGHT AND 00/100 DOLLARS ($250,068). 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 TWO MILLION SEVEN HUNDRED FIFTY THOUSAND SEVEN HUNDRED FORTY-TWO AND 00/100 DOLLARS ($2,750,742). 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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In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, Consultant has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs; competitive bidding procedures and market conditions; time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, Consultant makes no warranty that the City’s actual project costs, financial aspects, economic feasibility, or schedules will not vary from Consultant’s opinions, analyses, projections, or estimates.

Consultant is not responsible for damage or delay in performance caused by events beyond the reasonable control of Consultant. In the event Consultant’s services are suspended, delayed or interrupted for the convenience of the City or delays occur beyond the reasonable control of Consultant, an equitable adjustment in Consultant’s time of performance and cost of Consultant’s personnel and subcontractors may be made.

5. OBLIGATIONS OF CITY.

The City shall furnish Consultant available studies, reports, and other data pertinent to Consultant’s services; obtain or authorize Consultant to obtain or provide additional reports and data as required; furnish to Consultant services of others required for the performance of Consultant’s services hereunder, and Consultant shall be entitled to use and rely upon all such information and services provided by the City or others in performing Consultant’s services under this agreement.

6. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Tim Taylor, will be the person primarily responsible for the performance of the services referred to in this Agreement. City has #2..
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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.

7. 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.

Documents, including drawings and specifications, prepared by Consultant pursuant to this assignment are not intended or represented to be suitable for reuse by the City or others for this Project or on any other project. Any reuse of completed documents or use of partially completed documents without written verification or concurrence by Consultant for the specific purpose intended will be at the City’s sole risk and without liability or legal exposure to Consultant.

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 #2..
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direct or indirect use by Consultant after termination of this Agreement without written consent of the City.

8. 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.

9. 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.

10. AMENDMENTS.

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. #2..
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11. 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.

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 #2..
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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.

12. 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.

13. 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.

14. 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 #2..
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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
Address: 2880 Gateway Oaks Drive
Suite 300
Sacramento, CA 95833
Attention: Tim Taylor
Phone: (916) 576-4713
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street
Utilities Department – Engineering Division
Modesto, CA 95354
Attention: Cristian Ciotau
Phone: (209) 577-5260
Email: [email protected]

15. 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 City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or reduction 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. #2..
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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 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.
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(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 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 #2..
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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.

16. TERMINATION OF AGREEMENT.

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 #2..
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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 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;
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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.

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 #2..
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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.

17. 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.

18. 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. In no event shall the cost to defend charged to the Consultant exceed the Consultant’s proportionate percentage of fault. #2..
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However, notwithstanding the foregoing, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the Consultant shall meet and confer with other parties regarding unpaid defense costs.

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.

19. 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 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 #2..
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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.

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.

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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.

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.

20. 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.

21. PARTIAL INVALIDITY.

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22. 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.

23. 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.

24. GOVERNING LAW.

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

25. HEADINGS NOT CONTROLLING.

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

26. 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.

27. CITY BUSINESS LICENSE.
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Consultant will have a City of Modesto business license.

28. THIRD PARTIES.

The services to be performed by Consultant are intended solely for the benefit of the City. No person or entity not a signatory to this Agreement shall be entitled to rely on Consultant’s performance of its services hereunder, and no right to assert a claim against Consultant by assignment or indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of Consultant’s services hereunder.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 2023- __ , adopted by the Council of the City of Modesto on the __ day of ___ , 2023, and CAROLLO ENGINEERS, INC. has caused this agreement to be duly executed as of the Effective Date. #2..
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EXHIBIT A

SCOPE OF SERVICES
Final Design Services for the
River Trunk Realignment Project
River Trunk Pump Station Improvements Project

BACKGROUND
The purpose of this scope of work is to provide final design services for the River Trunk Pump Station (RTPS) Improvements Project (Project). The Project includes field investigations, permitting and easement acquisition, development of construction documents, participating in a constructability review to complete the final design of the Project. This Project will relocate the RTPS from the original design site location to the City’s newly acquired property at the intersection of B Street and 9th Avenue and update the design.

The Project includes construction of the new gravity trunk from the east connection on Gallo’ property to the new RTPS site location, the RTPS facilities, the portion of the B Street sewer realignment that crosses through the pump station site, and a portion of the River Trunk force mains that will discharge to the River Trunk Gravity Improvements Project.

Engineering Services during Construction (ESDC) are not included in this scope of services and will be developed at a later date once the design of the Project is completed.

GENERAL ASSUMPTIONS
This scope of work is based on the following general assumptions:
• Carollo Engineers, Inc. (Consultant) developed the 95% design of the River Trunk Pump Station for the City of Modesto (City) in 2017. Consultant will relocate and reconfigure the pump station and ancillary structures to the new site. At the new site, the structures will remain in relatively similar positions to each other as compared to the 95% design.
• It is understood that the City is considering constructing a fire station at the site and the fire station may be co-located with the pump station. Consultant will develop the preliminary design of the pump station site under task 400.01. The City will provide direction regarding the fire station design and impacts to the pump station site design during the preliminary site development task 400.01.
• The key assumptions of the RTPS design have not changed from the 95% submittal.

This includes the system hydraulics and pump sizing, mechanical piping, HVAC design, wetwell configuration, and the electrical building and electrical system.

Consultant will update the design of these facilities to current code and complete the design for the new site but we will not perform major redesign of the facilities. • Consultant will update the specifications and design of facilities to the current code. • Consultant will meet with the City’s Fire Marshall to update the new Fire Marshall on the design and previous discussions. Consultant hosted several meetings with the

EXHIBIT A
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Consultant assumes there will be no major changes to the fire suppression and HVAC systems from the previous discussions with the Fire Marshall.

SCOPE OF SERVICES
The scope of services includes the following tasks.

TASK 100 - PROJECT MANAGEMENT
Project management includes managing the project team, coordinating with subconsultants, managing the scope and budget and project meetings.

Task 100.01 - Project Administration. Consultant will administer the project and subconsultants to maintain project schedule and budget. The project progress, budget and schedule status will be included in monthly progress reports that will be attached to billing invoices.

Additionally, the monthly progress report will include a list of work completed for the timeperiod, meeting minutes for all meetings held during the time period, and an updated decision log.

Task 100.02 – Project Status Meetings. Consultant will conduct project status meetings with the City over the anticipated schedule of the Project. It is anticipated that the project schedule will be fourteen (14) months from Notice to Proceed (NTP). Consultant will prepare an agenda and meeting minutes for each of these meetings. All specific task workshops are listed under their respective tasks. Anticipated project meetings are identified below:
• Project Kick-off Meeting (City’s office) (In person)
• Project Monthly Status Meetings (City's office) (Thirteen (13) total) (Virtual) Task 100.03 - Implement Quality Control Program. Consultant will implement a quality control program to review each deliverable submitted to the City. A Project Management Plan (PMP) signed by the Quality Control Manager will initially be submitted to the City describing Consultant's quality control procedures. Each deliverable will be reviewed for both technical accuracy and overall quality of work.

Task 100.04 - Develop RTPS Prequalification Documents for General Contractors. Consultant will prepare a Request for Qualification (RFQ) to prequalify general contractors for bidding on the River Trunk Pump station project. The RFQ will be based on standard guidelines of the industry and include, but not limited to: related pump station construction experience, related deep excavation construction experience, bonding capacity, safety records, construction equipment available, assigned personnel, and references. In addition, City will print, sell, and mail RFQs to prospective contractors. Consultant will respond to proposer questions and review the RFQs and make recommendations to the City as to which contractors should be prequalified.

Task 100 Assumptions:
• Project length to be fourteen (14) months.

EXHIBIT A
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• Utilize existing RTPS prequalification document as starting point.

Task 100 Deliverables:
• Monthly status reports. (Total of fourteen)
• Meeting agendas and minutes. (Total of fourteen)
• Schedule updates. (Total of fourteen)
• Project Management Plan (PMP)
• Updated decision logs.
• DRAFT RTPS Prequalification Documents. (One PDF file) • FINAL RTPS Prequalification Documents. (One PDF file) TASK 200 - FIELD INVESTIGATIONS
Task 200.01 - Conduct Topographic Survey. The following topographic survey tasks will be performed for the new pump station site. This task augments the existing topographic information obtained during the previous design phase. Our subconsultant, Northstar Engineering Group, Inc. (Northstar), will conduct the following:

Pump Station Site Topographic Survey
• Perform research, office calculations, and a Field Survey to perform a boundary survey for the parcel shown as APN 103-006-002 and combine into the land net established for the pump station site.
• Perform a Field Survey to collect existing ground surface elevations, building, fencing, visible utilities with inverts, B Street and 9th Street fronting the project, pavement, and other site features required for the site design.
• Combine the collected points into the existing Topographic Survey file, update the digital terrain model, and draft the additional features. • Provide updated electronic AutoCAD drawing file and point listing.

Task 200.02 - Conduct Geotechnical Investigation. The following geotechnical investigation tasks will be performed for all of the defined alignments. Our subconsultant, Crawford & Associates, Inc. (CAInc), will conduct the following:

Permits, USA Marking, and Notification
• Determine exploration locations, determine site access, and mark our exploration locations for USA,
• Coordinate with a drilling subcontractor,
• Meet with representative of the City of Modesto or owner staff familiar with onsite utilities to clear our boring locations, and
• Obtain a City of Modesto Environmental Health Permit for the borings.

EXHIBIT A
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Proposed Field Exploration
Location Explorations Depth
Wet Well Area1 1 boring 90 to 120 ft
Biofilter Structures 2 borings 25 to 35 ft
Generator and Overflow
Structures 1 boring 90 to 120 ft
Electrical Building 1 boring 30 to 40 ft
Utility pipelines 2 to 3 borings 10 to 15 ft
Pavement Areas 2 to 3 borings 5 ft
1The Wet Well Boring will be converted into a piezometer.

Previous 2016 explorations will be used to address the new flow meter vault location.

The drilling contractor will advance the borings with a truck- or track-mounted drill rig using 4 to 8-inch-diameter hollow and/or solid stem augers and mud-rotary techniques, as appropriate.

At each boring location, our Engineer/Geologist will direct the sampling intervals and log the borings. We will sample at 5-foot intervals to the bottom of each hole. We will perform Standard Penetration Test (SPT) and Modified California drive sampling with a 140-pound automatic hammer with a 30-inch drop within the borings to obtain samples and blow count information. The borings will be backfilled according to the environmental health permit.

Following completion of the Wet Well Boring, a piezometer will be installed and measured once monthly, for twelve months to determine the fluctuations in the groundwater elevation below the site.

Laboratory Testing
Perform the following laboratory tests on selected soil samples retrieved from the borings.

The final testing schedule will depend on project design and the findings of the field investigation.
• Moisture content/unit weight,
• 200 wash and grain size analysis,
• Plasticity index,
• Corrosivity testing,
• R-value testing, and
• Unconfined compressive and/or direct shear strength testing.

EXHIBIT A
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Review available geotechnical, geologic, and seismic information for the site including:
• Geologic Maps
• Fault Maps
• Seismic Hazard Maps
• Previous Geotechnical Reports
Perform engineering analysis and calculations to determine geotechnical design parameters and provide recommendations for:
• Site-specific response spectrum per ASCE 7-16 requirements including PGAm for liquefaction.
• Spread and mat foundation recommendations including minimum dimensions, bearing capacity, settlement, and skin friction and passive pressure to resist sliding. • Liquefaction and seismic settlement estimates.
• Composite modulus of soil reaction for pipeline design. • Seismic and static buoyancy and lateral forces for below ground structures. • Flexible pavement sections based on TIs provided by others.

Draft Geotechnical Report
Following the fieldwork, laboratory testing, and analysis, CAInc will prepare a Geotechnical Report for the proposed improvements including the following:
• Scope of work,
• Project description,
• Field exploration,
• Subsurface soil conditions,
• Groundwater elevations encountered during our fieldwork and measured within the piezometer,
• Laboratory testing results,
• CBC site specific seismic design parameters,
• Site specific ground motion analysis,
• Liquefaction and seismic settlement estimates,
• Key Geotechnical considerations,
• Geotechnical recommendations for the various structures including allowable bearing capacity, skin friction, settlement estimates, buoyancy forces, static and seismic earth pressures, foundation type(s), and minimum depth/width, • Geotechnical recommendations for the pipeline portion of the project including subgrade modules for pipe wall thickness design,
• New pavement sections based on traffic indexes provided by others,

EXHIBIT A
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• Risk management and Limitations,
• Vicinity Map, Geologic map, Fault map,
• Site plan with exploration locations, and
• Exploration logs with laboratory test results.

Task 200.03 - Conduct Existing Utility Research and Coordination. Consultant will coordinate with existing utility owners regarding locations, record documents, and work being performed by utility companies. Consultant will develop utility coordination letters and provide to all known utility owners. Cordination meetings will be virtual.

Task 200.04 - Develop/Implement Potholing Plan. Under this task Consultant will develop and implement a proposed potholing plan for the Project. Coordination with the field survey will be conducted in order to include the pothole locations with the survey information. Potholes will be backfilled with excavated material and locations within paved areas will be rehabilitated in accordance with City standards. Consultant to be on-site during potholing operations.

Task 200 Assumptions:
• City to pay all field investigation permitting fees directly. • Total of two (2) utility coordination meetings per known utility company. (Virtual) Task 200 Deliverables:
• Topographic survey information.
• DRAFT and FINAL Geotechnical Investigation Report.
• Utility coordination letters.
• Total of ten (10) potholes.
• DRAFT and FINAL Pothole Investigation Summary.

TASK 300 - PERMITTING, EASEMENT ACQUISITION AND STAKEHOLDER COORDINATION Task 300.01 - Develop Permitting Documents. The following permitting tasks will be performed for all of the defined alignments. Our subconsultant, O'Dell Engineering (O'Dell), will prepare and submit to the City, through the Consultant, the required regulatory agency permits as presented on attached Table.

Task 300.02 - Develop Easement Acquisition Documents. Under this task the easement documents will be developed for the City to process. Our subconsultant, Northstar Engineering Group, Inc. (Northstar), will conduct the following:

Permanent and Temporary Construction Easements
Prepare Plat and Legal Description documents for Permanent Utility Easement (PUE) and Temporary Construction Easement documents for review by the City. Incorporate review

EXHIBIT A
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Task 300.03 - Stakeholder Coordination Assistance. Under this task, stakeholder coordination assistance will be provided. Consultant will attend coordination meetings with identified stakeholders to address project concerns. The City will be the main point of contact for all stakeholder meetings. It is assumed that a total of six (6) stakeholder meetings will be attended.

Task 300.04 - Environmental (CEQA) Coordination Assistance. Under this task, environmental coordination assistance will be provided. Consultant will provide revisions to Project description as requested by the City.

Task 300 Assumptions:
• City to pay all regulatory agency permitting fees directly. • Total required permits per table.
• City to process and acquire easements.
• Total of two (2) permanent and two temporary construction easements required. • City to be lead contact for stakeholders.
• Total of six (6) stakeholder meetings to be attended as follows:
o Total of three (3) meetings w/ Gallo
o Total of one (1) meeting w/ Tuolumne River Regional Park o Total of two (2) meetings with local community members • City to be lead contact for environmental regulatory agencies. • City to obtain project environmental (CEQA) clearance. • No environmental clearance meetings required.
• City to be lead on environmental clearance work.

Task 300 Deliverables:
• Permit application and documents.
• DRAFT and FINAL easement documents.
• Required project information from Stakeholder coordination. • Required project information for environmental (CEQA) clearance.

TASK 400 - DEVELOP RTPS CONSTRUCTION DOCUMENTS
Under this task the final Plans, Specifications, and Estimate (PS&E) will be developed for the Project.

Task 400.01 – Confirm RTPS Site Layout. Under this task, Consultant will develop a formal site layout for the newly proposed property. The revised RTPS site layout will be presented to the City for review and approval.

EXHIBIT A
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Task 400.03 - Conduct 75% PS&E Review Workshop. A workshop to discuss the design components of the 75% PS&E documents will be conducted after the City review period. The workshop will be held at the City offices. The workshop will focus on the key facilities and discuss item design components for the project.

Task 400.04 - Develop 95% PS&E Submittal Package. Development of a 95% PS&E document submittal will be completed under this task. Five copies of the plans (half-size), specifications, and estimate will be provided to the City for review. Comments from the 75% review will be incorporated into the 95% PS&E package and a Comment Response Log provided to the City.

Task 400.05 - Conduct 95% PS&E Review Meeting. A review meeting will be conducted to discuss the 95% PS&E submittal and any questions that the City may have after the review period.

Task 400.06 - Develop FINAL PS&E Submittal Package. Development of a FINAL PS&E document submittal will be completed under this task. Five copies of the plans (half-size), specifications, and estimate will be provided to the City. This submittal will be for final Bid Ready documents. Comments from the 95% review will be incorporated into the FINAL PS&E package and a Comment Response Log provided to the City.

Task 400 Assumptions:
• City to route and review all documents provided.
• City to attend all review workshops and meetings.
• City to print, sell and mail RFQ's to prospective contractors.

Task 400 Deliverables:
• Revised RTPS Site Layout.
• 75% PS&E submittal package. (Five hard (11x17) copies and one PDF file) • 75% Review Workshop materials.
• 75% Review Comment Response Log.
• 95% PS&E submittal package. (Five hard (11x17) copies and one PDF file) • 95% Review Meeting materials.
• 95% Review Comment Response Log.
• FINAL PS&E submittal package. (Five hard (11x17) copies and one PDF file (22x34)) TASK 500 - PROVIDE CONSTRUCTABILITY REVIEW ASSISTANCE
Under this task, Consultant will provide assistance during a Third Party Constructability Review for the Project. City will provide, under separate contract, a Constructability Review Team.

Task 500.01 - Attend Constructability Review Workshop. Consultant to attend City managed Constructability Review workshop. It is assumed that the workshop will be one day in length.

EXHIBIT A
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Task 500 Assumptions:
• City to provide Constructability Review team under separate contract. • City to manage and schedule constructability review.

Task 500 Deliverables:
• 75% PS&E Constructability Review package. (Five hard copies and one PDF file) • 75% Constructability Review Comment Response Log.

TASK 600 - BID PHASE SERVICES
Task 600.01 - Attend Pre-Bid Meeting. Under this task Consultant will attend a pre-bid meeting to answer questions and discuss overall project intent. The City will facilitate this meeting and issue meeting minutes.

Task 600.02 - Answer Bidder Questions/Provide Addendums. 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 600.03 - Conformed Documents. Following the bid period, Consultant will prepare conformed construction documents (plans and specifications) and provide copies to the City for use during construction.

Task 600 Assumptions:
• City to manage pre-bid meeting.
• City to attend all review workshops and meetings.
• City to print, sell and mail RFQ's to prospective contractors.

Task 600 Deliverables:
• Addenda as required (Five (5) total)
• Conformed documents (Ten (10) total sets - Half size 11x17) • Conformed documents (Five (5) total sets - Full size 22x34)

TIME OF PERFORMANCE
Time of performance will be based on attached Schedule (Exhibit D).

EXHIBIT A
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EXHIBIT B

ESTIMATED ENGINEERING HOURS AND COSTS
City of Modesto
River Trunk Pump Station Improvements Project
SellmanTaylorMarshallBauneQuirozCarvalhoBauneZappone
Struct. EI&C Civil PECE

SP SP SP PP PP PP PP PP AP
Rates $327 $366 $347 $347 $347 $347 $347 $347 $242 $200 $150 Hours Budget $15.00 10.0%
Column 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Task 100 - PROJECT MANAGEMENT
100.01 Project Administration 24 40 0 40 0 0 0 0 24 0 24 152 $45,797 $2,280 $0 $7,200 $3,500 $0 $0 $0 $0 $0 $10,700 $1,070 $0 $0 $14,050 $59,847 100.02 Project Status Meetings (14 Total) 36 56 0 56 14 14 14 14 72 14 28 318 $95,584 $4,770 $0 $13,500 $0 $15,200 $0 $0 $0 $0 $28,700 $2,870 $0 $150 $36,490 $132,074 100.03 Implement Quality Control Program 2 2 16 8 0 0 0 0 0 0 40 68 $15,728 $1,020 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $1,020 $16,748 100.04 Develop Pump Station Prequalification Documents for General Contractors 2 2 2 8 0 0 16 0 40 0 16 86 $22,494 $1,290 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $1,290 $23,784 Task 100 Total Hours 64 100 18 112 14 14 30 14 136 14 108 624 Task 100 Total Budget $20,928 $36,600 $6,246 $38,864 $4,858 $4,858 $10,410 $4,858 $32,912 $2,800 $16,200 $179,603 $9,360 $0 $20,700 $3,500 $15,200 $0 $0 $0 $0 $39,400 $3,940 $0 $150 $52,850 $232,453 Task 200 - FIELD INVESTIGATIONS
200.01 Conduct Topographic Survey 0 2 0 4 0 0 2 0 8 8 2 26 $6,651 $390 $10,000 $0 $0 $0 $0 $0 $0 $0 $10,000 $1,000 $0 $0 $11,390 $18,041 200.02 Conduct Geotechnical Investigation 2 2 0 4 4 0 2 0 8 4 2 28 $7,893 $420 $0 $0 $0 $123,700 $0 $0 $0 $0 $123,700 $12,370 $0 $0 $136,490 $144,383 200.03 Conduct Existing Utility Research and Coordination 2 2 0 8 0 0 0 0 40 8 4 64 $16,044 $960 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $960 $17,004 200.04 Develop/Implement Potholing Plan 0 2 0 4 0 0 0 0 24 4 2 36 $9,029 $540 $0 $0 $0 $0 $0 $35,000 $0 $0 $35,000 $3,500 $0 $150 $39,190 $48,219 Task 200 Total Hours 4 8 0 20 4 0 4 0 80 24 10 154
Task 200 Total Budget $1,308 $2,928 $0 $6,940 $1,388 $0 $1,388 $0 $19,360 $4,800 $1,500 $39,617 $2,310 $10,000 $0 $0 $123,700 $0 $35,000 $0 $0 $168,700 $16,870 $0 $150 $188,030 $227,647 Task 300 - PERMITTING, EASEMENT ACQUISITION AND STAKEHOLDER COORDINATION 300.01 Develop Permitting Documents 4 8 16 16 0 0 0 0 16 0 4 64 $19,816 $960 $0 $0 $15,000 $0 $10,000 $0 $0 $0 $25,000 $2,500 $0 $0 $28,460 $48,276 300.02 Develop Easement Acquisition Documents 2 4 16 8 0 0 0 0 4 0 0 34 $11,415 $510 $10,000 $0 $0 $0 $0 $0 $0 $0 $10,000 $1,000 $0 $0 $11,510 $22,925 300.03 Stakeholder Coordination Assistance 24 48 0 48 0 0 0 0 48 24 24 216 $62,112 $3,240 $0 $16,200 $5,000 $0 $0 $0 $0 $0 $21,200 $2,120 $0 $250 $26,810 $88,922 300.04 Environmental (CEQA) Coordination Assistance 4 4 0 8 0 0 0 0 16 4 4 40 $10,823 $600 $0 $0 $5,000 $0 $0 $0 $0 $0 $5,000 $500 $0 $0 $6,100 $16,923 Task 300 Total Hours 34 64 32 80 0 0 0 0 84 28 32 354
Task 300 Total Budget $11,118 $23,424 $11,104 $27,760 $0 $0 $0 $0 $20,328 $5,600 $4,800 $104,166 $5,310 $10,000 $16,200 $25,000 $0 $10,000 $0 $0 $0 $61,200 $6,120 $0 $250 $72,880 $177,046 Task 400 - DEVELOP RTPS CONSTRUCTION DOCUMENTS
400.01 Confirm RTPS Site Layout 4 8 0 40 8 8 8 8 40 40 0 164 $46,903 $2,460 $0 $0 $0 $0 $11,000 $0 $0 $11,000 $1,100 $0 $0 $14,560 $61,463 400.02 Develop 75% PS&E Submittal Package 16 40 40 200 200 200 200 200 440 440 40 2016 $581,259 $30,240 $0 $29,000 $0 $5,200 $20,000 $0 $15,600 $0 $69,800 $6,980 $0 $0 $107,020 $688,279 400.03 Conduct 75% PS&E Review Workshop 8 8 0 8 8 8 8 8 8 4 4 72 $22,764 $1,080 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $250 $150 $1,480 $24,244 400.04 Develop 95% PS&E Submittal Package 16 24 80 160 160 160 160 160 480 480 120 2000 $549,584 $30,000 $0 $26,000 $0 $6,200 $16,000 $0 $0 $5,000 $53,200 $5,320 $0 $0 $88,520 $638,104 400.05 Conduct 95% PS&E Review Meeting 4 4 0 4 0 0 4 4 4 8 4 36 $10,107 $540 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $250 $150 $940 $11,047 400.06 Develop FINAL PS&E Submittal Package 8 16 40 40 16 16 16 16 80 80 40 368 $99,819 $5,520 $0 $23,000 $0 $0 $8,000 $0 $0 $0 $31,000 $3,100 $1,000 $0 $40,620 $140,439 Task 400 Total Hours 56 100 160 452 392 392 396 396 1052 1052 208 4656 Task 400 Total Budget $18,312 $36,600 $55,520 $156,844 $136,024 $136,024 $137,412 $137,412 $254,584 $210,400 $31,200 $1,310,436 $69,840 $0 $78,000 $0 $11,400 $55,000 $0 $15,600 $5,000 $165,000 $16,500 $1,500 $300 $253,140 $1,563,576 Task 500 - PROVIDE CONSTRUCTABILITY REVIEW ASSISTANCE
500.01 Attend Constructability Review Workshop 8 8 0 8 8 8 8 8 4 4 4 68 $21,796 $1,020 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $1,020 $22,816 500.02 Respond to Constructability Review Comments 0 4 0 16 4 4 4 4 40 16 16 108 $27,855 $1,620 $0 $10,000 $0 $5,550 $9,000 $0 $0 $0 $24,550 $2,455 $0 $0 $28,625 $56,480 Task 500 Total Hours 8 12 0 24 12 12 12 12 44 20 20 176 Task 500 Total Budget $2,616 $4,392 $0 $8,328 $4,164 $4,164 $4,164 $4,164 $10,648 $4,000 $3,000 $49,651 $2,640 $0 $10,000 $0 $5,550 $9,000 $0 $0 $0 $24,550 $2,455 $0 $0 $29,645 $79,296 Task 600 - BID PHASE SERVICES
600.01 Attend Pre-Bid Meeting 0 8 0 8 0 0 0 0 8 0 2 26 $7,943 $390 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $150 $540 $8,483 600.02 Answer Bidder Questions/Provide Addendums 16 40 0 80 40 40 40 40 80 40 40 456 $136,539 $6,840 $0 $10,000 $0 $5,200 $5,000 $0 $0 $0 $20,200 $2,020 $0 $0 $29,060 $165,599 600.03 Assist in Award Recommendation 2 4 0 4 0 0 0 0 8 0 4 22 $6,045 $330 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $330 $6,375 600.04 Provide Conformed Documents 2 4 0 8 0 0 0 0 40 80 40 174 $36,589 $2,610 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $1,000 $0 $3,610 $40,199 Task 600 Total Hours 20 56 0 100 40 40 40 40 136 120 86 678 Task 600 Total Budget $6,860 $21,504 $0 $36,400 $14,560 $14,560 $14,560 $14,560 $34,544 $25,200 $13,588 $187,116 $10,170 $0 $10,000 $0 $5,200 $5,000 $0 $0 $0 $20,200 $2,020 $1,000 $150 $33,540 $220,656 Total Hours 186 340 210 788 462 458 482 462 1532 1258 464 6642 Total Costs $ 61,142 $ 125,448 $ 72,870 $ 275,136 $ 160,994 $ 159,606 $ 167,934 $ 160,994 $ 372,376 $ 252,800 $ 70,288 $ 1,870,589 $ 99,630 $ 20,000 $ 134,900 $ 28,500 $ 161,050 $ 79,000 $ 35,000 $ 15,600 $ 5,000 $ 479,050 $ 47,905 $ 2,500 $ 1,000 $ 630,085 $ 2,500,674 Crawford Bennett Trenchless Gabel Energy Subtotals Total ODCs Total Cost
Subconsultant
Misc.

Costs and
OdellArrowDelve Underground
Printing Travel
TASK

CAROLLO OTHER DIRECT COSTS COST SUMMARY
PIC PM QA/QC PE Mech.

CADD Tech. Clerical
Subtotals
Northstar Blackwater
https://carolloh2o-my.sharepoint.com/personal/ttaylor_carollo_com/Documents/Documents/Data/Modesto/9551A10/Contracts/00 Revise RTPS Location/05 Scope Budget 15Sept23/Modesto RTPS Project No. 1 Design Budget v4.xlsx

EXHIBIT B
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 23, 2023
Date: September 20, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Engineering Services Agreement with Carollo Engineers River Trunk Rehabilitation Phase 1 Project
CONTACT: Cristian Ciotau, Senior Civil Engineer, [email protected], 209-577-5260 DESCRIPTION:

Consider an Engineering Services Agreement with Carollo Engineers, Inc. of Walnut Creek, CA, for the River Trunk Rehabilitation Phase 1 Project, in an amount not to exceed $935,000 and forwarding to Council for approval. (Funding Source: Wastewater Fund) STRATEGIC PLAN ELEMENT:

BACKGROUND:

Originally constructed in the 1940s, the River Trunk is approximately five (5) miles long, and it conveys flows from six major tributaries of the City’s collection system. Most segments of the River Trunk were constructed of unlined reinforced concrete pipe (RCP). The River Trunk begins near the intersection of Beard Avenue and Nathan Avenue and terminates at the City of Modesto Regional Water Recycling Facility – Sutter Campus (RWRF - Sutter Campus).

Pipeline sizes range from 24 to 66 inches in diameter.

Interior corrosion is present throughout the length of the pipeline. There are isolated sections that have recently failed or may be on the verge of failure. A segment of the River Trunk near 9 th Street Bridge failed in November of 2021 and was replaced with 420 linear feet (LF) of Advanced Drainage Systems (ADS) SaniTite polypropylene pipe. Also, in 2017 due to high levels in the Tuolumne River, a portion of the River Trunk failed adjacent to John Thurman #3..
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Finance Committee, October 23, 2023
Engineering Services Agreement with Carollo Engineers
River Trunk Rehabilitation Phase 1 Project

Page 2 of 3 ends

Field. This portion was also relined, and sections replaced with high density polyethylene (HDPE) pipe, approximately 1100 LF.

DISCUSSION:

While the City is currently in construction of two major projects to replace and redirect River Trunk flows away from the current line adjacent to the Tuolumne River and is in the process of re-designing a new River Trunk pump station, a recent closed-circuit television (CCTV) inspection of the River Trunk found that sections of the pipeline needed immediate repair. This project will focus on two high priority areas; downstream of the 7th Street junction structure (308 LF) and upstream of the Dryden Box located at the RWRF - Sutter Campus (922 LF). These proposed repairs will not be stranded assets, as after the three phases of the new River Trunk projects are completed, the existing trunk line is intended to be eventually completely repaired and rehabilitated to provide redundancy for both the domestic and Cannery Segregation flows.

In addition, this project will also rehabilitate the two primary clarifiers and replace existing lawn areas with low maintenance, drought tolerant hardscape options at the RWRF – Sutter Campus.

Due to the magnitude and complexity of this project, and to increase efficiencies, the City has requested the use of a consultant to provide engineering services for the River Trunk Rehabilitation Phase 1 Project.

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 September 5, 2023, staff received and distributed two (2) proposals to a selection committee consisting of Utilities Engineering and Operations staff. The selection committee evaluated the proposals and determined Carollo Engineers Inc., of Walnut Creek, CA to be the most qualified and responsive. Carollo’s sealed cost proposal was opened, reviewed, and negotiated after the selection ranking had been finalized.

The scope of services to be provided under this Agreement include:
 Project Management
 Field Investigations
 Permitting Assistance
 Develop Construction Documents
 Bid Phase Services
 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 with the RFP process pursuant to Administrative Directive 3.1. Staff recommends approval of the Engineering Services Agreement with Carollo Engineers, Inc., of Walnut Creek, CA, for the River Trunk Rehabilitation Phase 1 Project. #3..
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Finance Committee, October 23, 2023
Engineering Services Agreement with Carollo Engineers
River Trunk Rehabilitation Phase 1 Project

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FISCAL IMPACT:

Expenses associated with the River Trunk Rehabilitation Phase 1 Project will be housed in the following Capital Improvement Program Project:
101513 - River Trunk Rehabilitation Phase 1
ANTICIPATED PROJECT EXPENDITURES:

Construction $3,500,000
Construction Contingency $350,000
Construction Administration – City Staff $350,000
Engineering Services Agreement – Carollo $850,000
10% Additional Services, if needed $85,000
Engineering/Design/Administration – City Staff $150,000 TOTAL: $5,285,000
CEQA/NEPA REQUIREMENTS:

Staff will be utilizing an on call CEQA Environmental Planning and Compliance consultant to determine the environmental requirements associated with the River Trunk Rehabilitation Phase 1 Project.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Engineering Services Agreement with Carollo Engineers, Inc., of Walnut Creek, CA, for the River Trunk Rehabilitation Phase 1 Project in the amount of $850,000, plus $85,000 in additional services, if needed, for a total amount not to exceed $935,000 and forwarding to Council for approval.

Motion recommending amending the Fiscal Year 2023-24 Capital Improvement Program Budget in the amount of $5,260,000 to be transferred into the Project from Wastewater Reserves to fund the River Trunk Rehabilitation Phase 1 Project and authorizing the City Manager, or his designee, to implement the provisions of this resolution and forwarding to Council for approval.

Approved by:

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

1. Carollo – Agreement

2. Carollo – Exhibits to Agreement
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ENGINEERING SERVICES AGREEMENT
RIVER TRUNK REHABILITATION PHASE 1 PROJECT
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this __ day of , 2023, (“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 River Trunk Pump Rehabilitation Phase 1 Project.

B. Consultant represents that it is qualified, willing and able to provide said services.

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 #3..
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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 EIGHT HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($850,000) (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:

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 NINE HUNDRED THIRTY-FIVE THOUSAND AND 00/100 DOLLARS ($935,000). 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.

In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, Consultant has no control over cost or price of #3..
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labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs; competitive bidding procedures and market conditions; time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, Consultant makes no warranty that the City’s actual project costs, financial aspects, economic feasibility, or schedules will not vary from Consultant’s opinions, analyses, projections, or estimates.

5. OBLIGATIONS OF CITY.

6. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Reace Fisher, 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 #3..
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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.

7. 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.

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 #3..
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direct or indirect use by Consultant after termination of this Agreement without written consent of the City.

8. NEWS AND INFORMATION RELEASE.

9. INTEREST OF CONTRACTOR.

10. AMENDMENTS.

11. INDEPENDENT CONTRACTOR.

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

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 #3..
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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.

12. 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.

13. PATENT/COPYRIGHT MATERIALS.

14. 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 #3..
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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
Address: 1401 Fulton Street
Suite 802
Fresno, CA 93721
Attention: Ryan Sellman
Phone: (559) 436-6616
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street
Utilities Department – Engineering Division
Modesto, CA 95354
Attention: Cristian Ciotau
Phone: (209) 577-5260
Email: [email protected]

15. 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 City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or reduction 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. #3..
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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 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.
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(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.

CONSULTANT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and #3..
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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.

16. TERMINATION OF AGREEMENT.

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 #3..
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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 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;
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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.

17. CERTIFIED PAYROLL REQUIREMENT.

18. 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. In no event shall the cost to defend charged to the Consultant exceed the Consultant’s proportionate percentage of fault. #3..
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However, notwithstanding the foregoing, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the Consultant shall meet and confer with other parties regarding unpaid defense costs.

19. DISPUTE RESOLUTION.

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 #3..
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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.

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 #3..
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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.

20. ENTIRE AGREEMENT.

21. PARTIAL INVALIDITY.

22. WAIVER.

23. AUDIT.

24. GOVERNING LAW.

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

25. HEADINGS NOT CONTROLLING.

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

26. COMPLIANCE WITH LAWS.

27. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license.

28. THIRD PARTIES.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 2023- __ , adopted by the Council of the City of Modesto on the __ day of ___ , 2023, and CAROLLO ENGINEERS, INC. has caused this agreement to be duly executed as of the Effective Date. #3..
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City of Modesto
Final Design of the River Trunk Rehabilitation Phase 1
Scope and Fee (09/20/2023)
Carollo Engineers
Task 1 – Project Management
This task includes project administration and status meetings.

Task 1.01 – Project Administration
Carollo will administer the project and subconsultants 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 Status Meetings
The project kick-off and bi-weekly status meetings during design will be conducted to coordinate the project tasks between the City, subconsultants, and other agencies. Work will include preparing meeting agendas and minutes. Anticipated project meetings include:
• Project kickoff meeting (City’s office).
• Monthly project status meetings (videoconference calls).

Task 1.03 – Implement Quality Control Program
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 24).
→ Project kickoff meeting agenda and minutes (in PDF format). → Monthly project status meeting agenda and minutes (in email) (total of 12).

TASK 2 – FIELD INVESTIGATIONS+

EXHIBIT A
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Task 2.01 – Conduct Existing Utility Research
Carollo will perform existing utility research within the project area 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 – Conduct Manhole Condition Assessment
The Project will include condition assessment of all manholes on the River Trunk in areas where the pipeline is planned to be rehabilitated. A Level 2 inspection will be performed by National Plant Services NASSCO MACP certified personnel. Inspection reports will be provided to the City.

Task 2.03 – Conduct Topographic Survey
This task will include the following topographic survey tasks. Our subconsultant, O’Dell Engineering, will conduct the following:

Field Survey. The field survey will locate existing features, such as:
• Rim and invert of the River Trunk manholes within the project limits. • River Trunk pipe diameter confirmation entering and exiting the manholes. • Existing utility locations.
• Edge of pavement limits.
• Nearby building planimetrics and limits.
• Landscape area at the Sutter Campus
The topographic survey will be based on the City control monuments and benchmarks. Horizontal controls will be based on the City control monuments (NAD83-1992 as identified on the City control survey map). Vertical control will be based on City benchmarks (NAVD-88 per City records).

Topographic Map. The topographic map will include features identified in the field survey. Utility structures will include rim elevations and invert elevations. Utility pipe sizes and flow directions will be noted based on field observations. All mapping will be completed using the most recent version of AutoCAD.

Task 2.04 – Conduct Condition Assessment on Primary Clarifiers Bay Area Coating Consultants, Inc. (BACC) will provide technical assistance including existing clarifiers coating condition assessment and rehabilitation recommendation recommendations with the steel and concrete structures. BACC will follow all SSPC, NACE, ICRI, AWWA, and ASTM current guidelines and standards. All BACC employees are confined space certified and lead awareness, scaffolding trained, and fit tested. The City will be responsible for safe entry and lockout and tagout. BACC will provide a written report with photographs and recommendations.

Task 2.05 – Conduct Geotechnical Investigation
The project will include the following geotechnical investigation tasks. Our subconsultant, Crawford & Associates, Inc., will provide the following services:

Determine exploration locations, determine site access, and mark our exploration locations for USA.

EXHIBIT A
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Obtain the required City of Modesto and Stanislaus County environmental health permits for borings.

Based on experience with the City, we assume that the fee for the permits will be waived.

Obtain the required encroachment permit for our work within the public right-of-way. We assume that the encroachment permit fees will be waived.

Perform two geotechnical borings.

Identify standard soil characteristics.

Identify current and historical groundwater elevation.

Prepare geotechnical report.

Task 2 Deliverables:

Topographic survey (electronic files).

Geotechnical investigation (electronic pdf).

Manhole condition assessment report.

Primary Clarifier Rehab Condition Assessment Report.

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 Deliverables:

Permit coordination and submittal packages (electronic files).

TASK 4 – DEVELOP RIVER TRUNK REHAB, CLARIFIER REHAB, AND LANDSCAPE

IMPROVEMENTS CONSTRUCTION DOCUMENTS
This task will develop a final plan, specifications, and cost estimate (PS&E) submittal package for the project. The City will provide Specifications Division 00 and 01 and Carollo will provide the technical specifications. The design package will include a single set of drawings to incorporate all three design elements (River Trunk Rehab, Primary Clarifier Rehab, and Landscape Design).

Task 4.01 – Develop 70 percent PS&E Submittal Package
Carollo will complete a 70 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.

EXHIBIT A
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Task 4.02 – Conduct 70 percent PS&E Review Meeting
Carollo will conduct a review meeting to discuss the design components of the 70 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 and work restrictions within the plant for the project.

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 70 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 develop a final PS&E document submittal and provide 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:
→ 70 percent PS&E submittal package (five hard copies and one PDF file). → 70 percent review meeting materials.
→ 70 percent review comment response log.
→ 90 percent PS&E submittal package (five hard copies and one PDF file). → 90 percent review meeting materials.
→ 90 percent review comment response log.
→ Final PS&E submittal package (five hard copies and one PDF file).

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.

EXHIBIT A
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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:
→ Addenda as required (assume one).

TASK 6 – ENGINEERING SERVICES DURING CONSTRUCTION (ESDC) 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 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, 100 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, 50 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.

EXHIBIT A
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Task 6.06 – Perform Primary Clarifier Rehabilitation Inspection BACC will be onsite periodically during construction to inspect prep and coating of the existing primary clarifier metal mechanisms. Inspections will be per NACE. General inspection includes reviewing submittal and work plan from Contractor, confirming contractor adheres to NACE and contract documents during material prep and coating. It is assumed there will be 240 hours of inspection for this task. Due to different contractor’s means and methods this may take more or less time depending how they approach the work.

Task 6.07 – Prepare Punch List
When the project has reached substantial completion, Carollo’s design staff will walk the project site in the presence of 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 6.08 – Provide Record Drawings
The contractor is required to provide the City and CM with a final set of marked-up design drawings.

After substantial completion, Carollo will review the final version of the contractor’s as-built drawings compiled by the CM. Carollo will then prepare a set of record drawings based on the contractor’s mark-ups in electronic format and deliver the electronic documents to the City. Record drawings will be prepared using Carollo’s standard record drawing format.

Task 6 Deliverables:
→ Responses to submittals and RFIs.
→ One set of reproducible record drawings and digital files.

Scope Assumptions:
→ 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. → City will manage and provide all bid package reproduction and delivery to prospective bidders. → City to perform construction inspection and construction management services.

EXHIBIT A
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Principal-InCharge
Technical
Advisor QA/QC Project Manager Project Engineer Structural Lead Structural Engineer Modelling Lead Constructability Lead Land Survey Geotechnical Condition Assessment Ryan Sellman Tim
Taylor Greg Gould Reace Fisher Kyle Gourley Mike Dadik Kaushik Ryan Orgill Keith Corcoran Walnut Creek Sacramento Dallas Fresno Walnut Creek Walnut Creek Walnut Creek Reno Sacramento Walnut Creek Walnut Creek Walnut Creek $311 $349 $311 $263 $263 $349 $263 $263 $263 $224 $161 $143 $ 14.00 Modesto Modesto Hayward 10% 1 1.01 Project Administration 60 60 $ 15,780 $ 840 $ - $ 300 $ 16,920

1.02 Project Kickoff & Status Meetings 4 4 40 40 88 $ 23,680 $ 1,232 $ - $ 24,912 4 4 - 100 40 - - - - - - - 148 $ 39,460 $ 2,072 $ - $ - $ - $ - $ 300 $ 41,832 2 2.01 Conduct Existing Utility Research 2 24 2 28 $ 7,364 $ 392 $ - $ 120 $ 7,876

2.02 Conduct Manhole Condition Assessment 2 8 4 14 $ 3,526 $ 196 $ 3,000 $ 300 $ 7,022

2.03 Conduct Topographic Survey 2 8 4 14 $ 3,526 $ 196 $ 45,700 $ 4,570 $ 53,992

2.04 Conduct Condition Assessment on Primary Clarifier 2 8 4 4 18 $ 5,078 $ 252 $ 2,500 $ 250 $ 8,080

2.05 Conduct Geotechnical Investigation 2 8 4 4 18 $ 5,078 $ 252 $ 34,057 $ 3,406 $ 42,793 - - - 10 56 8 10 - - 8 - - 92 $ 24,572 $ 1,288 $ 45,700 $ 34,057 $ 5,500 $ 8,526 $ 120 $ 119,763 3 3.01 Encroachment Permit Coordination 2 2 4 8 16 $ 4,476 $ 224 $ - $ 4,700 2 2 - 4 8 - - - - - - - 16 $ 4,476 $ 224 - - - - -$ $ 4,700 4 4.01 Develop 70% PS&E Submittal Package 8 8 16 40 140 20 90 8 8 40 170 24 572 132,216 $ $ 8,008 $ - $ 250 $ 140,474

4.02 Conduct 70% PS&E Review Meeting 4 8 16 8 36 $ 9,660 $ 504 $ - $ 200 $ 10,364

4.03 Develop 90% PS&E Submittal Package 8 6 10 40 120 24 70 30 100 24 432 102,810 $ $ 6,048 $ - $ 250 $ 109,108

4.04 Conduct 90% PS&E Review Meeting 4 8 16 8 36 $ 9,660 $ 504 $ - $ 200 $ 10,364

4.05 Develop Final PS&E Submittal Package 4 4 8 20 60 12 40 20 70 24 262 $ 60,058 $ 3,668 $ 16,500 $ 1,650 $ 250 $ 82,126 28 18 34 116 352 56 216 8 8 90 340 72 1,338 314,404 $ $ 18,732 $ 16,500 $ - $ - $ 1,650 $ 1,150 $ 352,436 5 5.01 Attend Pre-Bid Meeting 2 8 8 8 26 $ 6,934 $ 364 $ - $ 200 $ 7,498

5.02 Answer Bidder Questions / Provide Addenda 2 12 20 20 16 70 $ 16,874 $ 980 $ - $ 17,854 4 - - 20 28 - 28 - - - 16 - 96 $ 23,808 $ 1,344 $ - $ - $ - $ - $ 200 $ 25,352 6 6.01 Attend Pre-Construction Conference 4 8 8 8 28 $ 7,556 $ 392 $ - $ 200 $ 8,148

6.02 Review Contractor's Submittals 16 16 80 140 30 110 392 107,820 $ $ 5,488 $ 10,000 $ 1,000 $ 124,308

6.03 Respond to Requests for Information (RFIs) 8 8 25 40 20 30 16 147 $ 39,821 $ 2,058 $ - $ 41,879

6.04 Attend Construction Meetings and Site Visits 16 30 60 40 146 $ 39,166 $ 2,044 $ - $ 2,000 $ 43,210

6.05 Review Proposed Change Orders 4 4 16 24 4 16 68 $ 18,764 $ 952 $ - $ 19,716

6.06 Perform Primary Clarifier Rehabilitation Inspection (optional) 16 8 8 32 $ 9,872 $ 448 $ 31,251 $ 3,125 $ 44,696

6.07 Prepare Punch List 4 8 8 8 28 $ 7,556 $ 392 $ - $ 166 $ 8,114

6.08 Provide Record Drawings 4 2 8 4 12 40 70 $ 14,866 $ 980 $ - $ 15,846 72 28 - 169 288 66 232 - - - 56 - 911 245,421 $ $ 12,754 $ 10,000 $ - $ 31,251 $ 4,125 $ 2,366 $ 305,917 110 52 34 419 772 130 486 8 8 98 412 72 2,601 652,141 36,414 72,200 34,057 36,751 14,301 4,136 850,000 Notes:
(1) Project Equipment and Communication Expense (PECE)
Task 7 Total
Project Totals
Task 4 Total
Develop Construction Documents
Task 5 Total
Bid Phase Services
Task 6 Total
Engineering Services During Construction
Field Investigations
Task 3 Total
Permitting Assistance
O'Dell Engineering Crawford &
Associates
National Plant
Services/BAC
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 RIVER TRUNK REHABILITATION PHASE 1

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

PROJECT
TOTAL
https://carolloh2o-my.sharepoint.com/personal/rsellman_carollo_com/Documents/Desktop/Modesto/River Trunk Rehab Phase 1/Fee Estimate River Trunk 09-20-23.xlsx 9/20/2023

EXHIBIT B
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 23, 2023
Date: September 21, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Engineering Services Agreement with West Yost Associates Chicago-Paradise Area Strengthen and Replace Water Mains Project CONTACT: Edgar Vargas, Acting Senior Civil Engineer, [email protected], 209-577-5424
DESCRIPTION:

Consider an Engineering Services Agreement with West Yost Associates, Davis, CA, for the Chicago-Paradise Area Strengthen and Replace Water Mains Project, in an amount not to exceed $1,134,933 and forwarding to Council for approval. (Funding Source: Water Fund) STRATEGIC PLAN ELEMENT:

BACKGROUND:

The Chicago-Paradise Area Strengthen and Replace (S&R) Water Mains Project is located within a Stanislaus County pocket area bounded by South Carpenter Road on the West, Chicago Avenue on the North, and Paradise Avenue on the Southeast. This area has deficient water mains that are undersized, lack pressure, and are prone to leaks. This project will replace and upgrade water mains, associated water valves, services, and fire hydrants to increase service reliability, flows, and pressures.

DISCUSSION:

To increase efficiencies, the City has requested the use of a consultant to provide engineering services for the Chicago-Paradise Area S&R Water Mains Project.

On June 13, 2023, by Resolution No. 2023-278, Council approved a prequalified list of consultants for Engineering Design Services for Water, Wastewater, and Storm Drain Capital Improvement Program Projects.
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Finance Committee, October 23, 2023
Engineering Services Agreement with West Yost Associates Chicago-Paradise Area Strengthen and Replace Water Mains Project

Page 2 of 3 ends

On August 22, 2023, staff received and distributed three (3) proposals to a selection committee consisting of Utilities Engineering staff. The selection committee evaluated the proposals and determined West Yost Associates to be the most qualified and responsive. West Yost’s sealed cost proposal was opened, reviewed, and negotiated after the selection ranking had been finalized.

The scope of services to be provided under this Agreement include:
 Construction Documents
 Project Management
 Public Outreach
 Permitting
 Bid Period Services
 Engineering Services 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 with the RFP process pursuant to Administrative Directive 3.1. Staff recommends approval of an Engineering Services Agreement with West Yost Associates for the Chicago-Paradise Area S&R Water Mains Project.

FISCAL IMPACT:

Expenses associated with this effort will be housed in the following Capital Improvement Project:
101285 Chicago-Paradise S&R
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 – West Yost $1,031,757
Additional Services, if Needed (10%) $103,176
City Construction Forces $100,000
Engineering/Design/Administration Support – City Staff $150,000 TOTAL: $13,384,933
*Total construction costs are estimated to be approximately $10,000,000 and will be further verified and refined as project design progresses.
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Finance Committee, October 23, 2023
Engineering Services Agreement with West Yost Associates Chicago-Paradise Area Strengthen and Replace Water Mains Project

Page 3 of 3 ends

CEQA/NEPA REQUIREMENTS:

CEQA requirements and compliance will be completed by City staff prior to going to construction and is not part of the West Yost Scope of Services.

STAFF RECOMMENDATION:

Motion recommending an Engineering Services Agreement with West Yost Associates, of Davis, CA, for the Chicago-Paradise Area Strengthen and Replace Water Mains Project in the amount of $1,031,757, plus $103,176 in additional services, if needed, for a total amount not to exceed $1,134,933 and forwarding to Council for approval.

Motion recommending the Fiscal Year 2023-24 Capital Improvement Program Budget in the amount of $12,815,417 to be transferred into the Project form Water Fund Reserves to fund the Chicago-Paradise Area Strengthen and Replace Water Mains Project and authorizing the City Manager, or his designee, to implement the provisions of this resolution and forwarding to Council for approval.

Approved by:

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

1. West Yost Associates – Agreement

2. West Yost Associates – Exhibits to Agreement
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ENGINEERING SERVICES AGREEMENT

CHICAGO-PARADISE AREA

STRENGTHEN & REPLACE WATER MAINS PROJECT
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this ______ day of____________, 2023, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and WEST YOST ASSOCIATES, 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 Chicago-Paradise Area Strengthen & Replace Water Mains Project.

B. Consultant represents that it is qualified, willing and able to provide the aforementioned services.

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 #4..
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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 MILLION THIRTY-ONE THOUSAND SEVEN HUNDRED FIFTY-SEVEN AND 00/100 DOLLARS ($1,031,757) (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 ONE HUNDRED THREE THOUSAND ONE HUNDRED SEVENTY-SIX AND 00/100 DOLLARS ($103,176). 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 ONE HUNDRED THIRTY-FOUR THOUSAND NINE HUNDRED THIRTY-THREE AND 00/100 DOLLARS ($1,134,933). 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 represents 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 represents 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. In providing services under this Agreement, Consultant shall perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the #4..
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same or similar locality ("Standard of Care").”

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Christina Ramirez, 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, upon payment of all invoices due and owing to Consultant, 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. City shall, to the fullest extent permitted by law, defend, indemnify, and hold harmless Consultant from and against any and all costs, expenses, fees, losses, claims, demands, liabilities, suits, actions, and damages whatsoever arising out of or resulting from such unauthorized reuse or distribution.

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 #4..
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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.

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 shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement in a manner consistent with the Standard of Care. 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.

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 #4..
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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.

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 #4..
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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: West Yost Associates
Address: 8950 Cal Center Drive
Bldg 1, Suite 363
Sacramento, CA 95826
Attention: Christina Ramirez
Phone: (916) 306-2250
Email: [email protected]
FOR CITY: Name:

Address:

City of Modesto
1010 10th Street
Suite 4600
Modesto, CA 95354
Attention: Edgar Vargas
Phone (209) 577-5424
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 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. #4..
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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 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.
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(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.

CONSULTANT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and #4..
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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.

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 byCity 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 Cityis 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 Cityshall 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 subconsultants, but in no event shall recovery by any Consultant or #4..
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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 mayhave 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.

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 #4..
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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.

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, to the extent they are arising directly or indirectly out of any negligent, reckless, or willful misconduct of Consultant, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement. The Parties also acknowledge that this Agreement is subject to California Civil Code 2782.8 as amended and effective January 1, 2018.

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.

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 #4..
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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.

19. ENTIRE AGREEMENT.
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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.

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.

Consultant shall comply with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws.

Consultant shall 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 by its City Manager and attestation by its City Clerk under authority of Resolution No. 2023- _______, adopted by the Council of the City of Modesto on the _______ day of ____________, 2023, and WEST YOST ASSOCIATES has caused this agreement to be duly executed as of the Effective Date. #4..
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City of Modesto
Final Design of the Chicago-Paradise Area Strengthen and Replace Water Mains
1 N-M-C-MODESTO-WD-2023_Modesto Final Design for Chicago Paradise-Drafts-Scope-LP

SCOPE OF SERVICES
Task 1. Construction Documents
Task 1.01 Topographic Survey
West Yost will subcontract with O’Dell Engineering to prepare a topographic survey that will serve as a clean, accurate base for developing a detailed design, construction sequencing, and shutdown plan to minimize service interruptions. It is understood that the City will be providing the latest city aerial imagery within the proposed project area for use in design and for final plans. The City will provide existing utility information and the acquisition of construction easements as deemed necessary. Preparation of lot line adjustments, legal descriptions, parcel maps or other similar mapping documents are not within the scope.

West Yost understands that the City will not require on-lot survey. New services shall be shown as approximate and noted as such on the plans. With lessons learned from past similar projects which required on-lot survey of private parcels, taking the approach of a photogrammetric survey would make survey efforts more efficient while providing the level of detail required for this project.

O’Dell will perform ground-based field survey to locate surface-visible utility features such as: lights, poles, USA markings, vaults, valves, meters, boxes, pedestals, cleanouts, manholes, and other utility structures.

At manholes and accessible structures, dip information for all gravity storm drains and sewer pipes within the project area shall be acquired.

Survey deliverable will be based on the NAD83 horizontal datum and the NAVD88 vertical datum using City of Modesto benchmarks. A survey control statement will be provided, including: the location, elevation, and description of the benchmark utilized, as well as a horizontal survey coordinate table with the point number, northing, easting, and description for at least three points.

O’Dell will prepare conceptual property boundary/road right-of-way linework base map drawing covering the subject mapping limits. Linework will be based solely on record information from field survey maps, record documents, and any other information provided by the City. No boundary analysis or adjustment will be performed.

Task 1.02 Geotechnical Investigation
It is anticipated that the water mains will be mostly installed by open-cut construction with one potential trenchless crossing. The water services will be installed by a combination of trenchless and open-cut construction. The geotechnical investigation will include research of geological mapping, USA coordination, encroachment permits, geotechnical borings, traffic control during drilling, laboratory testing and a geotechnical investigation report. The investigation will include groundwater level evaluation, materials, and other geotechnical risks or concerns.

West Yost will subcontract with Crawford and Associates, Inc., (Crawford) whom have a large presence in the Central Valley. Crawford is involved in the West Modesto Infrastructure Project: Area 21 which includes upgrading the sewer within the project area east of S. Carpenter Road.

We understand those projects are not connected; however, as part of the sewer project, Crawford completed 15 borings to a maximum depth of 21.5 feet below ground surface in 2019. In general, the

EXHIBIT A
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City of Modesto
Final Design of the Chicago-Paradise Area Strengthen and Replace Water Mains
2 N-M-C-MODESTO-WD-2023_Modesto Final Design for Chicago Paradise-Drafts-Scope-LP borings show that the project site is underlain by 3 to 5 feet of interbedded layers of loose coarse-grained soils consisting of poorly graded sands, silty sands, silt, and sandy silts. Below the surficial soils, medium dense coarse-grained soils were encountered. Approximately 10 feet below ground surface, medium dense to dense coarse-grained soils were encountered.

Crawford will utilize the previous explorations and perform some limited additional fieldwork (mainly borings confined to the area west of S. Carpenter Road and to the north and south of Area 21) and provide Geotechnical Engineering services for the water main replacement project. Crawford will mark the exploration locations for Underground Service Alert (USA) and obtain the required environmental health and encroachment permits.

To assess the subsurface soil and ground water conditions along the proposed pipeline alignment and in the structure locations, Crawford will drill, log, and sample 7 to 9 test borings generally to depths ranging from 10 to 15 ft below existing grade. Two of the borings will be deepened (likely to 35 ft or so) and completed on either side of the MID irrigation canal for the trenchless crossing. This is conjunction with Crawford’s previous 15 borings, will likely provide adequate coverage for the waterline project.

Crawford’s Engineer/Geologist will direct the sampling and log the borings. At a minimum, samples at 5-foot intervals will be taken. Crawford will deliver the samples to an independent laboratory for testing.

Standard Penetration Testing (SPT) and California Modified sampling will be performed within the borings to obtain samples and blow count information. The majority of the borings will be completed in the unpaved shoulders and backfilled according to the boring permit and capped with concrete. Traffic control will consist of a lane closure with flaggers and/or without flaggers.

Task 1.03 Utility Coordination and Field Investigation
At the beginning of the preliminary design, utility coordination letters will be mailed to all known dry utility companies within the project area to request facility maps and receive utility comments. Drawings will also be mailed to the utility companies following the 90% design submittal. Facility maps received from the utility companies will be plotted on drawings and verified in the field investigation.

West Yost will conduct one field investigation early in design to photo document and identify meter locations and connection points without the need for on-lot survey. West Yost will use Geographic Information System (GIS) technology and tools (including Survey 123 and GIS mapbooks) to collect data for each parcel using iPads. This will efficiently and effectively track field investigation notes in real time. West Yost has approximated the number of parcels to be 770. West Yost will create parcel figures (Draft and Final) using a mapbook in GIS to be provided as an appendix to the project specifications. A water services installation summary table will also be completed and included as an appendix to the project specifications.

A second field investigation is planned to be completed further in design (around the 30% design stage) to photo document and walk the pipeline alignments and assess site conditions.

Task 1.04 Utility Locating
West Yost will subcontract with D&M Utility Services of California to use electromagnetic locating, ground penetrating radar (GPR), and other non-invasive methods to map out existing utilities within the path of the proposed alignment. Locating will be used to confirm as much existing utility information as possible prior to potholing. Then the remaining critical crossings and parallel utilities in close proximity to the proposed alignment will be potholed as part of Task 1.05. All data acquired during locating will be

EXHIBIT A
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City of Modesto
Final Design of the Chicago-Paradise Area Strengthen and Replace Water Mains
3 N-M-C-MODESTO-WD-2023_Modesto Final Design for Chicago Paradise-Drafts-Scope-LP surveyed and provided to West Yost as a CAD file that can be used to adjust the existing utility base map as necessary.

Task 1.05 Utility Potholing
West Yost will subcontract with D&M Utility Services of California to perform potholing at critical utility locations to gain confirmation of vertical and horizontal utility locations where construction changes or delays could occur if locations are not confirmed. West Yost will use the mapping and locating information to identify and prioritize pothole locations. A pothole plan will be prepared and provided to the City for approval prior to obtaining an encroachment permit. This task has been budgeted to perform up to 150 potholes. With the dipping of sewer manholes, storm drain junction structures, water valve operating nuts, and GPR, the required number may be much fewer than 150 potholes. West Yost has budgeted 20 days for D&M for potholing.

This assumes up to two potholing visits for a West Yost staff member.

O’Dell will provide survey for potholes including up to three days of field surveying and associated office support to locate potholes (performed by D&M) using GPS or similar method, according to a West Yost-provided pothole plan.

Task 1.06 Design Drawings
West Yost will prepare detailed design drawings in the 2018 AutoCAD Civil 3D format (or newer) on 24x36 plan sheet size using the City’s provided title block. The design drawings will be based on the NAVD 88 datum and California State Plane Coordinates based on NAD 83. Files will be exported in one zip file to include all fonts, textures, references, and pen settings. The design plans will include the following:
• Title Sheet
• General Sheets (legend, abbreviations, general notes, sheet index, location map) • Plans (no Profiles)
• Construction Details
For each submittal, we will incorporate the City’s review comments from the previous submittal.

West Yost will also meet with City staff to discuss comments to the design documents before embarking on the next design interval (see Project Meetings subtask).

Task 1.07 Specifications
West Yost will prepare project specifications that define materials, quality, and workmanship. It is understood that the City will provide Division 00 and 01 specifications.

Task 1.08 Construction Cost Estimate
West Yost will prepare an accurate and detailed construction cost estimate based on the designs at 35%, 70%, 90% and Final submittals.

Task 1 Assumptions
• Progress submittals will be provided at the 35%, 70%, 90% and Final submittals. • 35% submittal will include drawings and engineer’s opinion of construction costs.

EXHIBIT A
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City of Modesto
Final Design of the Chicago-Paradise Area Strengthen and Replace Water Mains
4 N-M-C-MODESTO-WD-2023_Modesto Final Design for Chicago Paradise-Drafts-Scope-LP • 70% submittal will include updated drawings, specifications, itemized responses to the City’s comments on the 35% submittal, and updated engineer’s opinion of construction cost. • 90% submittal will include updated drawings, updated specifications, itemized responses to the City’s comments on the 70% submittal, and updated engineer’s opinion of construction cost. • Final submittal will include Final stamped and signed drawings, specifications, engineer’s opinion of constructed cost, and AutoCAD files.
• Technical Specifications will be prepared in the format requested by the City. • The City will provide the aerial imagery for reference. • The City will provide all existing reports, facility drawings, utility information, maps, as-built records, and design standards and background information at the kickoff meeting. • Two field investigations are included for separate data gathering. • Cathodic protection is not required.
• Design profiles will not be required in the civil plan set. • West Yost will not be responsible for a Storm Water Pollution Prevention Plan or Erosion Control Plan.
• Pothole results will be added to plan sheets.
• Potholes will be 8-inch core drilled and filled with pea gravel and the core to be replaced with Sackrete or cold patch materials. Permanent restoration not included in scope. • West Yost will attend up to two days of potholing activities. • This scope excludes setting of monuments or filing maps/corner records. • This scope excludes review of adjoining property deeds or resolution of conflicting title evidence. • This scope excludes obtaining title reports. However, if any are provided, they will be reviewed and any applicable exceptions will be plotted from records where possible. • Plotting of easements or other encumbrances is limited to readily available information obtained by or discovered throughout the process of researching relevant maps, documents, and title reports. • It is assumed that no property corner monuments of record have been destroyed, do not fit, or were never set.
• Preparation of lot line adjustments and legal descriptions are not within West Yost’s scope.

Task 1 Deliverables
• West Yost will deliver three hard copies and a PDF copy of each submittal (including plans, estimate, and specifications).
• West Yost will deliver Word documents for final specifications or at individual submittals, as requested for City review.
• West Yost will deliver a Draft and Final Pothole Plan. • West Yost will deliver a Draft and Final Utility Location map. • West Yost will deliver a Draft and Final Geotechnical Report. • West Yost will deliver a digital copy of the survey base map drawing in AutoCAD Civil 3D 2018 format or newer.
• West Yost will deliver CAD files for the final construction drawings.

Task 2. Project Management
West Yost will complete project management activities, day to day administration, progress meetings, and technical reviews as described below.

EXHIBIT A
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City of Modesto
Final Design of the Chicago-Paradise Area Strengthen and Replace Water Mains
5 N-M-C-MODESTO-WD-2023_Modesto Final Design for Chicago Paradise-Drafts-Scope-LP Task 2.01 Project Administration
West Yost will monitor progress of individual tasks and coordinate completion of work products. This task includes monitoring task budgets and project schedule. Schedule changes, if required, will be provided.

Monthly progress payment invoices will be submitted and include a detailed description or itemization of work completed for the period and meeting minutes for all formal project meetings.

Task 2.02 Project Meetings
West Yost will attend one Project kickoff meeting with City engineering staff to confirm scope, identify objectives, and finalize schedule. West Yost will attend up to 26 meetings held on a biweekly basis (virtually) with City staff to discuss and review progress and significant action items. West Yost will attend one preliminary design meeting and design review workshops for the 35%, 70% and 90% submittals. West Yost will prepare and submit meeting agendas and minutes for formal meetings.

Task 2.03 Quality Control and Technical Review
In accordance with West Yost’s QA/QC policy, all deliverables will be reviewed by a senior staff member not directly involved in the project. A quality control plan will be completed.

Task 2 Assumptions
• Biweekly meetings exceeding those included in this scope (26) can be attended as an additional service.
• Preliminary design meeting assumed to be held in person at City offices, if preferred. • Project biweekly meetings assumed to be held via MS Teams or similar virtual/teleconferencing platform.
• Design review workshops will be held in person at City offices, if preferred. • West Yost will attend one virtual project kickoff meeting.

Task 2 Deliverables
• West Yost will provide monthly invoices and description of services performed. • West Yost will provide project schedule and schedule updates. • West Yost will provide the kickoff meeting agenda and minutes via email. • West Yost will provide biweekly progress meeting agendas and minutes via email. • West Yost will provide workshop meeting agendas and minutes via email.

Task 3. Public Outreach
Task 3.01 West Yost Public Outreach
An active public outreach program will be critical for implementing a project with support from the community that maximizes participation. West Yost will coordinate with and provide community-related support to the City’s Engineering, Planning and Communications departments.

West Yost is aware that this community is largely Spanish speaking. To facilitate with community engagement, West Yost has several technical staff fluent in Spanish who are available to communicate directly with the community, as needed. West Yost will attend up to one public outreach meeting and support with any necessary exhibits or notifications within the proposed level of effort.

EXHIBIT A
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City of Modesto
Final Design of the Chicago-Paradise Area Strengthen and Replace Water Mains
6 N-M-C-MODESTO-WD-2023_Modesto Final Design for Chicago Paradise-Drafts-Scope-LP Task 3 Assumptions
• West Yost will attend one public outreach meeting, assumed to be two hours long.

Task 3 Deliverables
• West Yost will prepare notifications and material to assist the City with outreach, as needed and within the proposed level of effort.

Task 4. Permitting
West Yost and its subconsultants will coordinate and submit applications and plans for review for the permitting necessary for design of the project. Permitting will include but not be limited to obtaining and coordinating permitting with Stanislaus County, City of Modesto, State Water Resources Control Board and Modesto Irrigation District.

Task 4 Assumptions
• The Contractor shall be responsible to obtain and pay all fees necessary for permits related to construction.
• A West Yost Engineer will attend up to three total in-person or virtual meetings, as necessary, with permitting authorities.

Task 4 Deliverables
• West Yost will furnish all information necessary to obtain permits. • West Yost will provide a list of necessary permits with their due dates.

Task 5. Bid Period Services
Task 5.01 Bid Period Addenda and Inquiries
West Yost will respond to questions during the bidding period and prepare up to two addenda, if necessary, for distribution by the City.

Task 5.02 Pre-bid Conference and Evaluation of Bids
West Yost will attend one pre-bid meeting as requested by the City. If requested by the City, West Yost will assist city staff in making a recommendation for contract award.

Task 5 Assumptions
• West Yost will prepare up to two addenda, if necessary. • West Yost will attend the pre-bid conference in person, if requested by the City.

Task 5 Deliverables
• West Yost will formalize response to contractor questions. • West Yost will provide an electronic copy of up to two addenda.

EXHIBIT A
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City of Modesto
Final Design of the Chicago-Paradise Area Strengthen and Replace Water Mains
7 N-M-C-MODESTO-WD-2023_Modesto Final Design for Chicago Paradise-Drafts-Scope-LP Task 6. Engineering Services During Construction
Task 6.01 Prepare Conformed Set
West Yost will incorporate any changes made during the bid phase into the plans and specifications to prepare a conformed set of plans and specifications.

Task 6.02. Responses to Contractor Requests for Information West Yost will prepare written interpretation and clarifications of the Contract Documents in responses to written requests for information (RFI’s) from the Contractor. West Yost will review up to 60 RFI’s during construction.

Task 6.03. Review Submittals
West Yost will review submittals for compliance with the design concepts and specifications, certificates, samples, tests, methods, schedules, and manufacturers’ installation and other instructions required to be submitted by the Contract Documents. West Yost will review up to 90 product submittals and resubmittals.

Task 6.04. Change Order Support
As requested by the City’s Construction Manager, West Yost will issue design engineer-initiated clarifications, prepare new or amended contract documents, and provide change order cost estimate input.

Task 6.05. Progress and Related Meetings
West Yost will attend biweekly construction meetings and periodic site visits with City staff, the Construction Manager, and Contractor’s representatives. West Yost will attend one pre-construction meeting.

Task 6.06. Record Drawings
Upon Project completion, West Yost will provide input on final acceptance, review as-builts, and prepare formal Project record drawings using information provided from the Construction Manager and Contractor’s working as-built drawings.

Task 6 Assumptions
• It is assumed the City will provide construction management and inspection services. • The number of RFIs and submittals, and other reviews and meetings, are as noted in the task description above.

Task 6 Deliverables
• West Yost will provide conformed plans, three hard copies and one PDF copy. • West Yost will provide conformed specifications, one hard copy, PDF file, and Word files. • West Yost will provide responses to RFIs and submittal reviews, and filed instructions, PDF files. • West Yost will provide final Record Drawings in both PDF and AutoCAD formats.

EXHIBIT A
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Costs
West Yost Associates VP SE/SS/SG II SE/SS/SG I AE/AS/AG I PE/PS/PG I ESG II PE/PS/PG II PE/PS/PG II TS I CAD II TS II PE/PS/PG II Hours Fee Technology CRFD D&M ODEL Sub. Other Total $355 $286 $272 $226 $302 $211 $322 $322 $187 $185 $213 $322 & Admin w/ markup Direct Costs PROJECT: Final Design for Chicago-Paradise Water Mains Drayer Ramirez Greenwood Cabrera Vera Short/Oerding Hollinger Mulligan GIS CAD Colorado Reid 6% 10% Task 1 Construction Documents

1.01 Topographic Survey 4 8 12 $ 2,384 $ 143 $ 105,500 $ 116,050 $ 118,577

1.02 Geotechnical Investigation 2 4 8 4 18 $ 4,756 $ 285 $ 58,381 $ 64,219 $ 69,260

1.03 Utility Coordination/Field Investigation 2 4 30 200 60 296 $ 61,860 $ 3,712 $ 1,000 $ 66,572

1.04 Utility Locating 2 4 4 8 18 $ 4,044 $ 243 $ 84,000 $ 92,400 $ 96,687

1.05 Utility Potholing 2 4 4 24 34 $ 7,628 $ 458 $ 144,000 $ 16,500 $ 176,550 $ 184,936 300 $

1.06 Design Drawings 40 100 140 180 40 100 600 139,640 $ $ 8,378 $ 148,268 250 $

1.07 Specifications 10 20 36 16 18 100 $ 23,646 $ 1,419 $ 25,315 250 $

1.08 Construction Cost Estimate 8 12 30 6 56 $ 13,262 $ 796 $ 14,058 Subtotal, Task 1 (hours) 0 66 136 238 0 450 50 0 60 116 18 0 1134 Subtotal, Task 1 ($) $ 18,876 $ 36,992 $ 53,788 $ 94,950 $ 16,100 $ 11,220 $ 21,460 $ 3,834 $ 257,220 $ 15,433 $ 58,381 $ 228,000 $ 122,000 $ 449,219 $ 1,800 $ 723,672 Task 2 Project Management

2.01 Project Administration 16 60 76 $ 22,840 $ 1,370 $ 24,210

2.02 Project Meetings 10 120 30 30 12 16 218 $ 61,586 $ 3,695 $ 1,500 $ 66,781

2.03 Quality Control/Technical Review 2 60 62 $ 19,892 $ 1,194 $ 21,086 Subtotal, Task 2 (hours) 26 182 30 30 12 0 0 0 0 0 0 76 356 Subtotal, Task 2 ($) $ 9,230 $ 52,052 $ 8,160 $ 6,780 $ 3,624 $ 24,472 $ 104,318 $ 6,259 $ 1,500 $ 112,077 Task 3 Public Outreach

3.01 West Yost Public Outreach 16 30 24 16 86 $ 21,572 $ 1,294 $ 23,366 500 $ Subtotal, Task 3 (hours) 0 16 0 30 0 24 0 16 0 0 0 0 86 Subtotal, Task 3 ($) $ 4,576 $ 6,780 $ 5,064 $ 5,152 $ 21,572 $ 1,294 $ 23,366 500 $ Task 4 Permitting

4.01 Permitting Tasks 8 24 12 12 4 60 $ 15,348 $ 921 $ 16,769 500 $ Subtotal, Task 4 (hours) 0 8 24 12 0 12 4 0 0 0 0 0 60
Subtotal, Task 4 ($) $ 2,288 $ 6,528 $ 2,712 $ 2,532 $ 1,288 $ 15,348 $ 921 $ 16,769 500 $ Task 5 Bid Period Services

5.01 Bid Period Addenda and Inquiries 8 8 20 12 16 64 $ 14,476 $ 869 $ 15,345

5.02 Pre-bid Conference and Evaluation of Bids 8 8 $ 2,288 $ 137 $ 300 $ 2,725 Subtotal, Task 5 (hours) 0 16 8 20 0 12 0 0 0 16 0 0 72 Subtotal, Task 5 ($) $ 4,576 $ 2,176 $ 4,520 $ 2,532 $ 2,960 $ 16,764 $ 1,006 $ 18,070 300 $ Task 6 Engineering Services During Construction

6.01 Prepare Conformed Set 2 4 12 16 4 38 $ 8,004 $ 480 $ 8,484

6.02 Responses to Contractor RFIs 8 32 32 152 16 240 $ 53,256 $ 3,195 $ 56,451

6.03 Review Submittals 8 16 30 80 134 $ 30,300 $ 1,818 $ 32,118

6.04 Change Order Support 4 16 8 8 12 48 $ 11,212 $ 673 $ 11,885

6.05 Progress and Related Meetings 4 30 30 64 $ 16,084 $ 965 $ 1,000 $ 18,049

6.06 Record Drawings 2 6 10 30 48 $ 10,014 $ 601 $ 10,815 200 $ Subtotal, Task 6 (hours) 0 28 104 110 0 252 0 0 0 74 4 0 572 Subtotal, Task 6 ($) $ 8,008 $ 28,288 $ 24,860 $ 53,172 $ 13,690 $ 852 $ 128,870 $ 7,732 $ 1,200 $ 137,802 TOTAL (hours) 26 316 302 440 12 750 54 16 60 206 22 76 2,280 TOTAL ($) $ 9,230 $ 90,376 $ 82,144 $ 99,440 $ 3,624 $ 158,250 $ 17,388 $ 5,152 $ 11,220 $ 38,110 $ 4,686 $ 24,472 $ 544,092 $ 32,646 $ 58,381 $ 228,000 $ 122,000 $ 449,219 $ 1,031,757 5,800 $ Labor

EXHIBIT B
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POSITIONS

ENGINEERING
Principal/Vice President $355
Engineer/Scientist/Geologist Manager I / II $335 / $351 Principal Engineer/Scientist/Geologist I / II $302 / $322 Senior Engineer/Scientist/Geologist I / II $272 / $286
Associate Engineer/Scientist/Geologist I / II $226 / $243 Engineer/Scientist/Geologist I / II $182 / $211
Engineering Aide $106
Field Monitoring Services $131
Administrative I / II / III / IV $97 / $121 / $145 / $160

ENGINEERING TECHNOLOGY
Engineering Tech Manager I / II $349 / $351
Principal Tech Specialist I / II $320 / $331
Senior Tech Specialist I / II $293 / $306
Senior GIS Analyst $265
GIS Analyst $251
Technical Specialist I / II / III / IV $187 / $213 / $239 / $267 Technical Analyst I / II $134 / $160
Technical Analyst Intern $108
Cross-Connection Control Specialist I / II / III / IV $140 / $151 / $170 / $189 CAD Manager $211
CAD Designer I / II $164 / $185

CONSTRUCTION MANAGEMENT
Senior Construction Manager $338
Construction Manager I / II / III / IV $207 / $222 / $235 / $297 Resident Inspector (Prevailing Wage Groups 4 / 3 / 2 / 1) $181 / $201 / $224 / $232 Apprentice Inspector $164
CM Administrative I / II $87 / $118
Field Services $232

LABOR CHARGES
(DOLLARS PER HOUR)
■ Hourly rates include Technology and Communication charges such as general and CAD computer, software, telephone, routine in-house copies/prints, postage, miscellaneous supplies, and other incidental project expenses. ■ Outside Services such as vendor reproductions, prints, shipping, and major West Yost reproduction efforts, as well as Engineering Supplies, etc. will be billed at actual cost plus 15%. ■ The Federal Mileage Rate will be used for mileage charges and will be based on the Federal Mileage Rate applicable to when the mileage costs were incurred. Travel other than mileage will be billed at cost. ■ Subconsultants will be billed at actual cost plus 10%. ■ Expert witness, research, technical review, analysis, preparation and meetings billed at 150% of standard hourly rates. Expert witness testimony and depositions billed at 200% of standard hourly rates. ■ A Finance Charge of 1.5% per month (an Annual Rate of 18%) on the unpaid balance will be added to invoice amounts if not paid within 45 days from the date of the invoice.

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Modesto Final Design of Chicago-Paradise

EXHIBIT B
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Equipment Charges

EQUIPMENT
2" Purge Pump & Control Box $300 / day
Aquacalc / Pygmy or AA Flow Meter $28 / day
Emergency SCADA System $35 / day
Field Vehicles (Groundwater) $1 / mile
Gas Detector $80 / day
Generator $60 / day
Hydrant Pressure Gauge $10 / day
Hydrant Pressure Recorder, Impulse (Transient) $55 / day Hydrant Pressure Recorder, Standard $40 / day
Low Flow Pump Back Pack $135 / day
Low Flow Pump Controller $200 / day
Powers Water Level Meter $32 / day
Precision Water Level Meter 300ft $30 / day
Precision Water Level Meter 500ft $40 / day
Precision Water Level Meter 700ft $45 / day
QED Sample Pro Bladder Pump $65 / day
Stainless Steel Wire per foot 0.03 / day
Storage Tank $20 / day
Sump Pump $24 / day
Transducer Components (per installation) $23 / day
Trimble GPS – Geo 7x $220 / day
Tube Length Counter $22 / day
Turbidity Meter $30 / day
Vehicle (Construction Management) $10 / hour
Water Flow Probe Meter $20 / day
Water Quality Meter $50 / day
Water Quality Multimeter $185 / day
Well Sounder $30 / day

BILLING RATES

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Modesto Final Design of Chicago-Paradise

EXHIBIT B
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PROPOSAL OF SERVICES
p: 209.571.1765 | f: 209.571.2466 PROPOSAL
1165 Scenic Drive, Suite A, Modesto, CA 95350 | www.odellengineering.com 5O’Dell Engineering Schedule of Fees
Effective August 1, 2023 and subject to period revision at the discretion of O’Dell Engineering.

Classification: Regular Hourly Rate:

Principal $295
Senior Civil Engineer $230
Senior Engineer 2 $210
Senior Engineer 1 $194
Engineer 2 $190
Engineer 1 $180
Assistant Engineer 2 $155
Assistant Engineer 1 $140
Senior Landscape Architect 2 $210
Senior Landscape Architect 1 $190
Landscape Architect 2 $180
Landscape Architect 1 $170
Landscape Designer 3 $165
Landscape Designer 2 $155
Landscape Designer 1 $145
Planner $185
Assistant Planner $150
Dry Utility Project Manager 2 $180
Dry Utility Project Manager 1 $160
Utility Engineer $145
CADD Operator 2 $125
CADD Operator 1 $100
Surveyor Manager $215
Senior Land Surveyor $205
Senior Surveyor 2 $200
Senior Surveyor 1 $180
Surveyor 2 $160
Surveyor 1 $150
Assistant Surveyor 2 $140
Assistant Surveyor 1 $125
Survey Crew 2-man/1-man $330/$190
Survey Crew 2-man/1-man (Prevailing Wage) $416/$240
Administrative 3 $150
Administrative 2 $130
Administrative 1 $110
Outside Services & Reproduction: Actual cost plus 10%
Cost of services and expenses charged to O’Dell Engineering by outside consultants, commercial printers, and professional or technical firms engaged in connection with the project.

Travel: Actual cost plus 10%
Mileage, per diem, and subsistence are not normally charged to the client unless specific prior authorization is negotiated between client and consultant.

EXHIBIT B
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PROFESSIONAL TITLE RATE CONSTRUCTION/EQUIPMENT RATE DETAIL Principal $ 250.00 Traffic Control (Major) $ 2,500.00 DAY Senior Project Manager $ 210.00 Traffic Control (Minor) $ 700.00 DAY Project Manager $ 190.00 Seismic Refraction (12 Channel) $ 1,300.00 DAY Senior Geologist / Environmental $ 170.00 Core Machine with Generator $ 2,600.00 DAY Senior Engineer $ 170.00 Core Machine Bit $ 3.00 INCH
Project Engineer II $ 150.00 Core Box $ 17.25 EACH
Project Engineer I $ 140.00 Hot Mix Asphalt Patching (1st Core) $ 1,000.00 FIRST Staff Engineer $ 135.00 Hot Mix Asphalt Patching (2 or More) $ 500.00 EACH AFTER Administrative Assistant $ 110.00 Wildcat DCP Equipment $ 750.00 DAY PREVAILING WAGE CLASSIFICATIONS ** RATE Wildcat DCP Tip $ 20.00 EACH Field Technician ** $ 147.00 Survey Equipment (Tripod, Level, Rod) $ 150.00 DAY Concrete Technician ** $ 140.00 Survey Equipment (Liquid Level) $ 150.00 DAY Laborer Technician ** $ 120.00 Percolation Equipment $ 200.00 DAY WORKING HOURS AND PREMIUM TIME RATE Hand Auger $ 200.00 DAY Backfill $ 8.00 BAG
Steel Liners (MCAL) $ 10.00 EACH
Overtime: Weekdays & Saturdays (first 8 hours) 1.5 x Hourly Rate Nuclear Density Test $ 10.00 EACH 2 x Hourly Rate Concrete Equipment $ 65.00 PER POUR

CLASSIFICATION TESTING
Overtime: Sundays (over 8 hours) and Holidays 3 x Hourly Rate #200 Wash $ 120.00 ASTM D1140 15% / Hour Grain Size Analysis to #200 (Sieve Analysis) $ 160.00 ASTM D6913 Addt'l to Hourly Rate Mass Grain Size (Scour) $ 2,200.00 ASTM D6913 REIMBURSABLES RATE Grain Size with Hydrometer $ 245.00 ASTM D6913, D7928 Mileage $ 0.70 / Mile Grain Size Analysis $ 210.00 CTM 202 Outside Costs 15% Markup Hydrometer Analysis $ 210.00 ASTM D7928 Permit Fees (City/County) 15% Markup Moisture & Density $ 80.00 ASTM D2216, D7263 Per Diem (Lodging & Meals) County Rate Moisture Content $ 55.00 ASTM D2216, CTM 226 Rush Testing 50% Markup Non-Plastic Index Result $ 125.00 ASTM D4318 Plasticity Index $ 260.00 ASTM D4318
Landscape Suitibility $ 125.00

STRENGTH TESTING
California Impact $ 350.00 CTM 216
Compaction Curve (4" Mold) $ 455.00 ASTM D698/D1557
Compaction Curve (6" Mold) $ 510.00 ASTM D698/D1557
Compaction Curve Checkpoint (4" Mold) $ 125.00 ASTM D698/D1557 Compaction Curve Checkpoint (6" Mold) $ 125.00 ASTM D698/D1557 Compression (Rock) $ 275.00 ASTM 7012
Compressive Strength of Cylinders (6x12) $ 40.00 ASTM C39 Compressive Strength of Cylinders (4x8) $ 37.00 ASTM C39 Direct Shear (CD 3pt) Peak Only $ 500.00 ASTM D3080
Point Load (Rock) $ 65.00 ASTM D5731
R-Value $ 450.00 ASTM D2844, CAL 301
Triaxial Shear-UU $ 175.00 ASTM D2850
Triaxial Staged-UU $ 290.00 ASTM D2850
Unconfined Compression (Rock) $ 230.00 ASTM D7012
Unconfined Compression (Soil) $ 180.00 ASTM D2166

CONSOLIDATION & EXPANSION
1-D Consolidation $ 400.00 ASTM D2435
1-D Consolidation (Time Rate) / Per Point $ 100.00 ASTM D2435 Expansion Index $ 275.00 ASTM D4829

CORROSIVITY TESTING
pH, Resistivity, Sulfate, and Chloride Content $ 240.00 CTM 417,422,643 pH, Resistivity, Sulfate, Chloride, and Redox Potential $ 350.00 CTM 417,422,643 and ASTM G200M

PAVEMENT TESTING
Asphalt Ignition Calibration $ 460.00 CTM 382
Percent Asphalt Ignition Oven $ 150.00 CTM 382
Sand Equivalent $ 135.00 CTM 217
Stabilometer Value $ 225.00 CTM 366
Theoretical Max Specific Gravity/Density $ 225.00 CTM 309 Mix Design $ 2,000.00 ASTM 1557 and ASTM D1633

SEISMIC ANALYSIS
EZ Frisk Software Use $ 1,500.00 PER PROJECT
Rates are subject to a five percent (5%) annual escalation effective December 31, 2023. 2023 STANDARD FEE SCHEDULE
A Regular Workday is the first 8 hours between 6:00am to 6:00pm, Monday through Friday.

Overtime: Saturdays (over 8 hours) and Sundays
(first 8 hours)
Night Shift: Work performed between 2:00 am and
4:00 am
Corporate Office: 4701 Freeport Blvd., Sacramento, CA 95822 - (916) 455-4225 Modesto: 1405 8th Street, Modesto, CA 95354 - (209) 312-7668 Pleasanton: 6200 Stoneridge Mall Road, Suite 330, Pleasanton, CA 94588 - (925) 401-3515 Rocklin: 4220 Rocklin Road, Suite 1, Rocklin, CA 95677 - (916) 455-4225 Seattle: 1448 NW Market Street, Suite 500, Seattle, WA 95677 Ukiah: 100 North Pine Street, Ukiah, CA 95482 - (707) 240-4400

EXHIBIT B
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Project Type Engineering Locates / 150 Potholes Date 8/5/2023 Project Location Chicago Avenue- Paradise Road
Contact Name Bobby Vera Cell 209.996.0756
West Yost Office 916.306.22508950 Cal Center Drive, Suite 363Sacramento, CA 95826 CompanyContact Name Mike McIntosh Cell 970.412.0069
28247ft Hours By Task
Units Cost
UNCC notifications 28 2660 Cost BasedMOB Fee 1 10000 42Pot Hole Daily Rate 150 Pot Holes 15 75000 120Daily Disposal Fee 15 7500 Cost BasedOnsite Review 3 450 24Engineering Locate ( Aprox 5.3 miles ) 1 84000 400Plan page & data disk QLA (700' per page) 60 15000 Cost BasedPermit Processing 1 450 2Traffic Control 15 30000 250Traffic Plan 10 2500 Cost Based Total $227,560
Job DescriptionD&M Utility Services of Ca will provide all material, equipment, labor, and technical supervision to locate and map the existence and location of all subsurface water, sewer, electrical, CATV, communication in proposed scope of work area.(28,247 LF)Pothole approx. 150 potholes location determined by West Yost and provide all backfill material and cold patch for temporary pothole repair. Permanent restoration not included.Provide proper traffic control to keep the company and public safe during potholing and clean-up.Schedule of ServicesLocate and Mapping 5 weeks from Start Date.CAD Design 1 week from completed of mappingPotholing 18-20 days from Start Date once locations have been determined.Additional Pot Hole over 150 1 $500Pot Hole PermitExclusions: Permanent restoration of hard surface potholes.Pot Holes will be 8"core drilled and *FILLED WITH PEA GRAVEL AND THE CORE TO BE REPACED WITH SACKRETE OR COLD PATCH MATERIALS.Flow-fill, hot patching,& concrete and asphalt R&R are not included in this pricing.The above pricing is for work between the hours of 7:00am and 3:30pm Mon-Fri. Nights and Weekends will be charged accordingly.Billing to be invoiced upon completion.Net: 30days 12% thereafter Bobby Vera Date ____________ D&M Utility Service of Ca Date 8/5/2023 This Proposal is good for 90 days from the date unless otherwise extended by D&M Utility Servicesby signing you agree to the above terms. All payments must be received within 30 days of invoicing.

Indemnity Disclaimer
D&M Utility Services will locate the private facilities to the best of our ability using electronic equipment by connecting to a conductor that surfaces. D & M Utility Services will attempt to locate those facilities as directed bythe contractor and/or property owner. Due to the limited information and absence of as built maps, D & M Utility Services will not be responsible for the accuracy of said information. Client shall save and hold harmless D & MUtility Services, its officers, agents, and employees against all liability including damages, fines, penalies, damage to property or injury or death of any person or persons arising out of or in any way connected with,or resulting from the work to be performed hereunder, including but not limited to such liability arising out of, or in any way connected with, or resulting from the acts, non-acts, negligence or alleged negligence of D & M Utility Services, its officers, agents, and employees shall be the responsibility of D & M Utility Services, said indemnification shall be inclusive of all costs and attorneys fees and/or any judgment or settlement, resulting from either claim or litigation pursed against D & M Utility Services arising out of this agreement.

Mike McIntosh
Signature Agreement:

Ca State Lic # 1019099
D&M Utility Services of Ca
www.dmutilityservicesofca.com
D&M Utility Services of Ca
707-483-5951
Estimate __________________________ Pass through actual cost + 10% EXHIBIT B #4..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 23, 2023
Date: September 18, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Engineering Services Agreement with Todd Ground Water Groundwater Sustainability Plan Update and Annual Reporting CONTACT: Jim Alves, Senior Civil Engineer, [email protected], 209-571-5557 DESCRIPTION:

Consider an Agreement with Todd Groundwater, Alameda, CA, for the Groundwater Sustainability Plan Update and Annual Reporting for Water Years 2023-2028 for a total amount not to exceed $1,994,601 on behalf of the Stanislaus and Tuolumne Rivers Groundwater Basin Association – Groundwater Sustainability Agency and the associated Equitable Project Cost Sharing and Reimbursement Agreement, and forwarding to Council for approval. (Funding Source: Water Fund)
STRATEGIC PLAN ELEMENT:

The recommended action supports the 2020-2025 City’s Strategic Plan Initiatives, Goal D:

Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance and sustainability efforts.

BACKGROUND:

In September of 2014, Governor Edmund G. Brown signed into law the Sustainable Groundwater Management Act of 2014 which requires, among other items, the formation of Groundwater Sustainability Agencies (GSA) and the preparation of a Groundwater Sustainability Plan (GSP).

On January 24, 2017, by Resolution No. 2017-30, Council elected to enter into a Memorandum of Understanding with the member agencies of the Stanislaus and Tuolumne Rivers Groundwater Basin Association (STRGBA) to form a GSA.

The STRGBA GSA is comprised of seven local agencies:

City of Modesto
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Engineering Services Agreement with Todd Ground Water
Groundwater Sustainability Plan Update and Annual Reporting

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City of Oakdale
City of Riverbank
City of Waterford
Stanislaus County (in Partnership with Tuolumne County) Oakdale Irrigation District
Modesto Irrigation District.

The goal of a GSP is to identify the basin management objectives, provide a framework for coordinating groundwater management activities between the member agencies and ensure the reliability of the subbasin’s groundwater as a safe and sustaining water supply.

On August 14, 2018, by Resolution No. 2018-340, Council approved an Agreement with Todd Groundwater for the development of a GSP for the Modesto Subbasin, for a total amount not to exceed $1,616,225.

On June 9, 2020, by Resolution No. 2020-256, Council approved a First Amendment to the Agreement with Todd Groundwater for the development of a GSP for the Modesto Subbasin, for a total amount not to exceed $2,469,296.

On February 1, 2022, by Resolution No. 2022-067, Council approved a Second Amendment to the Agreement with Todd Groundwater for the development of a GSP for the Modesto Subbasin, for a total amount not to exceed $2,689,311.

DISCUSSION:

As part of the Sustainable Groundwater Management Act (SGMA) requirements identified in the California Water Code (CWC) and California Code of Regulations, Title 23, Division 2, Chapter

1.5, Subchapter 2 (CCR), the GSP shall be evaluated and updated by the GSA every five years (CCR §356.4) and an annual report shall be submitted to the Department of Water Resources by April 1 each year (CWC §10728 & CCR §356.2).

In accordance with Administrative Directive 3.1, Selection Procedures for Professional Consultants who Provide Architectural & Engineering Services for Capital Projects, a Request for Qualifications and Proposals (RFQ/RFP) was formally advertised through Planet Bids by the City on behalf of the STRGBA GSA on June 28, 2023, for the Groundwater Sustainability Plan Update and the preparation of Groundwater Annual Reports (GRWAs). Two Statements of Qualifications/Proposals were received.

After careful review of the Statements of Qualifications/Proposals by a selection committee comprised of STRGBA GSA member agency representatives Todd Groundwater, of Alameda, CA was selected as the most qualified to provide consulting 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. However, staff proceeded with the RFQ/RFP process pursuant to Administrative Directive 3.1. Staff recommends approval of the agreement with Todd Groundwater, of Alameda, CA for the Groundwater Sustainability Plan Update and Annual Reporting.

FISCAL IMPACT:
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As lead agency, Modesto will establish a Non-Capital Project to track revenue and expenses associated with this effort.

Anticipated Engineering Expenditures
Todd Groundwater Agreement $1,813,273
10% Additional Services (if needed) $181,328
Total Consultant Agreement $1,994,601
Engineering/Design/Administration – City Staff Time $180,000 Grand Total $2,174,601
The STRGBA GSA has agreed to enter into an Equitable Project Cost Sharing and Reimbursement Agreement to cover the costs associated with the Todd Groundwater Agreement over six years as follows:

Agency % Share Total Annual Payment
City of Modesto 12.5 $249,326 $41,554
City of Oakdale 12.5 $249,325 $41,554
City of Riverbank 12.5 $249,325 $41,554
City of Waterford 12.5 $249,325 $41,554
Stanislaus County 12.5 $249,325 $41,554
Stanislaus County
Per Agreement with Tuolumne County 12.5 $249,325 $41,554 Modesto Irrigation District 12.5 $249,325 $41,554
Oakdale Irrigation District 12.5 $249,325 $41,554
Total 100 $1,994,601 $332,432
CEQA/NEPA REQUIREMENTS:

The approval of these agreements does not constitute a Project for the purposes of the California Environmental Quality Act.
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RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Agreement with Todd Groundwater, of Alameda, CA for the Groundwater Sustainability Plan Update and Annual Reporting, in the amount of $1,813,273, plus $181,328 in additional services, if needed, for a total amount not to exceed $1,994,601 and forwarding to Council for approval.

Motion recommending the Stanislaus and Tuolumne Rivers Groundwater Basin Association – Groundwater Sustainability Agency Equitable Project Cost Sharing and Reimbursement Agreement and forwarding to Council for approval.

Motion recommending amending the Fiscal Year 2023/24 Multi-Year Budget in the amount of $2,174,601 to be transferred into the Project from Water Fund Reserves and authorizing the City Manager, or his designee, to implement the provision of the resolution and forwarding to Council for approval.

Approved by:

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

1. Todd Groundwater – Agreement & Exhibits

2. STRGBA GSA Equitable Project Cost Sharing and Reimbursement Agreement & Exhibits #5..
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ENGINEERING SERVICES AGREEMENT

GROUNDWATER SUSTAINABILITY PLAN UPDATE AND ANNUAL REPORTING THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this __ day of , 2023, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and DAVID KEITH TODD CONSULTING ENGINEERS, INC, DBA TODD GROUNDWATER, a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that an update to the Groundwater Sustainability Plan and Annual Reporting are necessary as required by the Sustainability Management Act of 2014.

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.
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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 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 MILLION EIGHT HUNDRED THIRTEEN THOUSAND TWO HUNDRED SEVENTY-THREE AND 00/100 DOLLARS ($1,813,273) (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:

Additional services may be authorized by the City Manager in an amount up to, but not to exceed 10% of the agreed maximum compensation, or ONE HUNDRED EIGHTY-ONE THOUSAND THREE HUNDRED TWENTY-EIGHT AND 00/100 DOLLARS ($181,328). 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 NINE HUNDRED NINETY-FOUR THOUSAND SIX HUNDRED ONE AND 00/100 DOLLARS ($1,994,601).

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.

Consultant has represented to City that Liz Elliott, Senior Hydrogeologist, 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 abovenamed person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
Except for Consultant’s preexisting intellectual property, including but not limited to proprietary software, source code, software frameworks and methodologies, 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 for other than the project hereunder at City’s sole risk and liability and 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. #5..
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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.

7. NEWS AND INFORMATION RELEASE.

8. INTEREST OF CONTRACTOR.

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. #5..
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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.

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 #5..
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other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

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.

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 #5..
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performance of this Agreement. Consultant shall furnish a warranty of such right to use to City at the request of City.

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: Todd Groundwater
Address: 1301 Marina Village Parkway
Suite 320
Attention: Iris Priestaf
Phone: (510) 747-6920 x109
Email: [email protected]
FOR CITY: Name: City of Modesto
Utilities Department – Engineering Division
Address: 1010 10th Street
Modesto, CA 95354
Attention: Jim Alves
Phone: (209) 571-5557
Email: [email protected]
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14. INSURANCE REQUIREMENTS.

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 #5..
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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 and operations; 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.

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 limitations to coverage provided to #5..
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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.

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.

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 by its City Manager and attestation by its City Clerk under authority of Resolution No. 2023- , adopted by the Council of the City of Modesto on the day of , 2023, and DAVID KEITH TODD CONSULTING
ENGINEERS, INC, DBA TODD GROUNDWATER has caused this agreement to be duly executed as of the Effective Date.
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1 STRGBA GSA

EQUITABLE PROJECT COST SHARING AND REIMBURSEMENT AGREEMENT FOR

UPDATING OF THE GROUNDWATER SUSTAINABILITY PLAN AND DEVELOP OF

THE GROUNDWATER ANNUAL REPORTS
This EQUITABLE PROJECT COST SHARING AND REIMBURSEMENT
AGREEMENT (“Agreement”) is entered into by and between the CITY OF OAKDALE, a California municipal corporation, the CITY OF RIVERBANK, a California municipal corporation, the CITY OF MODESTO, a California municipal corporation, the CITY OF WATERFORD, a California municipal corporation, STANISLAUS COUNTY, a political subdivision of the State of California, the OAKDALE IRRIGATION DISTRICT, a California special district, and the MODESTO IRRIGATION DISTRICT, a California special district.

Each of the parties to this Agreement shall individually be referred to as the “Party,” or collectively, as the “Parties.” This Agreement is entered into this day of , 2023.

RECITALS:

WHEREAS, the Parties formed the STANISLAUS AND TUOLUMNE RIVERS

GROUNDWATER BASIN ASSOCIATION GROUNDWATER SUSTAINABILITY AGENCY (“STRGBA GSA”) in 2017 pursuant to the MEMORANDUM OF UNDERSTANDING Forming the STANISLAUS AND TUOLUMNE RIVERS GROUNDWATER BASIN ASSOCIATION GROUNDWATER SUSTAINABILITY AGENCY (“GSA MOU”) entered into and duly adopted by each Party to this Agreement, and WHEREAS, the recitals to the GSA MOU identify the GSA’s obligations to, inter alia, develop a Groundwater Sustainability Plan, as defined in GSA MOU Section 3.9 (“GSP”), for the Modesto Sub-basin, as defined in GSA MOU Section 3.12 (“Modesto Sub-basin”), and #5..
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2 WHEREAS, the Parties have received a proposal from and intend to engage a consultant, TODD GROUNDWATER (“Consultant”), to update the Modesto Sub-basin GSP and prepare Groundwater Annual Reports (“GWARs”) for its adoption by the Parties pursuant to the Sustainable Groundwater Management Act of 2014, and
WHEREAS, the TOTAL Consultant (all Fees and Services) cost per Consultant’s proposal is provided at Exhibit 1 in the amount of ONE MILLION NINE HUNDRED NINETYFOUR THOUSAND SIX HUNDRED DOLLARS AND THIRTY CENTS, such TOTAL Consultant cost is composed of Consultant’s Base Fee and Contingency Services, as each is defined in Exhibit 1, and
WHEREAS, this Agreement identifies each Party’s Funding Percentage, as defined in GSA MOU Section 3.4 and described in GSA MOU Section 7.1, with respect to the TOTAL Consultant cost to develop the GWARs and update the GSP for its due adoption by the Parties no later than December 31, 2026.

NOW, THEREFORE, the Parties, on the terms and conditions herein set forth, hereby agree as follows:

TERMS:

1. The CITY OF MODESTO shall enter into an agreement with the Consultant on behalf of the STRGBA GSA. THE CITY OF MODESTO will manage the funding and payment in accordance with this Agreement and as directed by the Parties through the STRGBA GSA.

2. Subject to the direction and prior approval of the Parties through the STRGBA GSA, the CITY OF MODESTO shall execute an agreement with the Consultant for the update of the Modesto Sub-basin GSP and development of the GWARs for the amounts stated in Exhibit 1, TOTAL Consultant cost (Base Fee plus Contingency Services). #5..
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3 3. Subject to prior approval by the Parties through the STRGBA GSA, the CITY OF MODESTO will pay the TOTAL Balance, as described in Exhibit 1 as ONE MILLION NINE

HUNDRED NINETY-FOUR THOUSAND SIX HUNDRED DOLLARS AND THIRTY CENTS, pursuant to the terms below.

4. The Parties shall each pay a share of the TOTAL Balance to the CITY OF MODESTO as reimbursement for the CITY OF MODESTO’s payment of the Total Balance as more specifically delineated in Exhibit 1 hereto (“Funding Share”). As specified in Exhibit 1, STANISLAUS COUNTY, agrees and promises that, for all cost-share obligations under this Agreement, including cost-share for Base Fee and Contingency Services, it shall also be responsible for all cost-share amounts allocable to Tuolumne County.

5. In the event that any additional agency becomes a Party to this Agreement, GSA MOU Section 4.5 shall govern the addition and the new party’s payment of its proportionate share of the TOTAL Consultant cost and the proportionate decrease and refund of the other Parties’ Funding Share.

7. Each Party shall make payment of its Funding Share pursuant to Exhibit 1 by: (1) six equal installment payments totaling the amount of the Funding Share, made consecutively at the end of each calendar year, with the first payment due and payable on December 31, 2023; or, (2) full payment of the Funding Share by December 31, 2023.

8. In the event the Consultant notifies the Parties that payment in excess of the TOTAL Consultant cost is needed, the Parties, through the STRGBA GSA, shall determine whether to approve such additional payment and, if so, direct the CITY OF MODESTO to contract with the Consultant accordingly.

9. In the event that the actual costs to complete the update of the Modesto Sub-basin #5..
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4 GSP and development of the GWARs by the Consultant are less than the TOTAL Consultant cost and do not require use of the entirety of the Parties’ Funding Shares, the Funding Shares shall be recalculated based upon the new Balance and any funds paid in excess of the new Funding Shares shall be refunded to the respective Parties by the CITY OF MODESTO accordingly.

10. The CITY OF MODESTO shall direct the Consultant to provide regular updates on its work to the STRGBA GSA and as directed by the Parties. Upon the request of the Parties, the CITY OF MODESTO shall direct the Consultant to provide any interim drafts or models completed for the update of the Modesto Sub-basin GSP and development of the GWARs to the Parties. Each Party that has paid its respective Funding Share in full shall be entitled to copies of all final deliverables created by the Consultant.

11. This Agreement is governed by the GSA MOU and it shall control as to items that are not otherwise specifically addressed herein by this Agreement.

12. This Agreement may be modified only with the written agreement of the Parties. #5..
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5 IN WITNESS WHEREOF, the CITY OF OAKDALE, a California municipal corporation, the CITY OF RIVERBANK, a California municipal corporation, the CITY OF MODESTO, a California municipal corporation, the CITY OF WATERFORD, a California municipal corporation, STANISLAUS COUNTY, a political subdivision of the State of California, the OAKDALE IRRIGATION DISTRICT, a California special district, and the MODESTO IRRIGATION DISTRICT, a California special district have authorized the execution of this Cost Sharing Agreement for update of the Groundwater Sustainability Plan and development of the Groundwater Annual Reports.
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6 Add Agency Signature Page Here
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7 EXHIBIT 1

COST-SHARE SCHEDULE FOR CONSULTANT FEE
Agency % Share Total Annual Payment
City of Modesto 12.5 $249,325 $41,554
City of Oakdale 12.5 $249,325 $41,554
City of Riverbank 12.5 $249,325 $41,554
City of Waterford 12.5 $249,325 $41,554
Stanislaus County 12.5 $249,325 $41,554
Stanislaus County
Per Agreement with Tuolumne County 12.5 $249,325 $41,554 Modesto Irrigation District 12.5 $249,325 $41,554
Oakdale Irrigation District 12.5 $249,325 $41,554
Total 100 $1,994,600 $332,432
Total Over Six Payments $1,994,592
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 23, 2023
Date: September 20, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Amending the Annual Commercial Cannabis Permit Fee and Creating a New Cannabis Fund
CONTACT: Gina Brown, Revenue Collection and Compliance Manager, [email protected], 209-577-5381
DESCRIPTION:

Consider amending the Annual Commercial Cannabis Permit Fee by establishing two types of commercial cannabis permit fees for City approved businesses and forwarding to Council for approval. (Funding Source: General Fund)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan focus of Governance and Service Delivery under Goal H: Achieve Financial Sustainability.

BACKGROUND:

The passage of Proposition 64, The Adult Use of Marijuana Act, in November 2016 ended the prohibition on adult-use of cannabis in California and created a statewide regulatory structure for adult-use cannabis businesses similar to that previously approved for medicinal cannabis businesses. Proposition 64 gave local governments control of taxes and fees associated with cannabis businesses operating within their jurisdictions.

On January 16, 2018, the Modesto City Council adopted Ordinance No. 3684-C.S. which permitted certain commercial cannabis uses, subject to land use and zoning criteria. These regulations permit cannabis retailers within City limits, but do not allow any in the downtown area. The Ordinance further established that wholesale cannabis businesses, such as testing, nurseries, microbusinesses, manufacturing, distribution, and cultivation (indoor) are permitted.

On December 4, 2018, under Resolution No. 2018-538, City Council imposed the Annual Commercial Cannabis Permit Fee for approved cannabis businesses to pay for on-going #6..
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Finance Committee, October 23, 2023
Amending the Annual Commercial Cannabis Permit Fee and Creating a New Cannabis Fund

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Finance CommitteeOctober 23, 2023

Finance Committee
October 23, 2023