Stantec Consulting Services Inc.
2250 Douglas Blvd, Suite 260, Roseville CA 95661
April 24, 2023
File: 184082009
Attention: Sonia Delgado
City of Patterson, Public Works Department
1 Plaza, 2nd Floor
Patterson, CA 95363
Via email: [email protected]
Dear Ms. Delgado,
Reference: Proposal for Professional Services
Full Trash Capture System at Salado Creek near Highway 33 Stantec Consulting Services Inc. (Stantec) is pleased to offer this proposal for professional services related to the above-referenced project. We understand the State Water Resources Control Board (Water Board) issued a letter to the City of Patterson (City) dated June 1, 2017 regarding the Statewide Trash Provisions (Trash Provisions), which establish a water quality objective for trash and prohibition of trash discharge to surface waters of the State. The Water Board does not anticipate amending the existing Phase II MS4 Permit (Order No. 2013-0001-DWQ) within the timeframe specified by the Trash Provisions.
Stantec started assisting the City with compliance with the Trash Provisions in 2017 by first working with the City to select the compliance method (i.e., Track 1 or Track 2). The City selected Track 1, indicating the intent to install, operate, and maintain Full Capture Systems for the storm drain network that captures runoff from the Priority Land Uses. In August 2017, Stantec prepared the Preliminary Jurisdictional Map and in November 2018, Stantec prepared the Updated Jurisdictional Map.
The City’s approach to comply with the Full Trash Capture is to implement consolidated trash removal at the Olive Avenue Basin and near Salado Creek / Highway 33. In December 2020, Stantec completed an alternatives analysis and conceptual design for Full Trash Capture at the Olive Avenue Basin.
The following scope and fee are prepared per your request to provide Basis of Design Report for the installation of a Regional Full Trash Capture equipment to comply with the State’s 13267 Compliance Orders dated June 1, 2017. The design will consist of capturing trash from stormwater runoff (1-year, 1- hour storm event) in compliance with the California State Water Resources Control Board.
Stantec will prepare the Basis of Design Report for the new full trash capture facilities to be sited near where an existing coarse debris rack is located in Salado Creek downstream of the Highway 33 and California Northern Railroad (CNRR) crossings prior to entering a 96” CIP SD that extends northeast along Olive Ave and discharging to the San Joaquin River. Maintenance of the existing trash rack here is limited by City’s access via a privately-owned mini-storage facility where the trash is raked and removed. The new full trash capture equipment will match with the existing channelization and surrounding infrastructure and include provisions for bypassing higher flowrates. Up to three alternatives will be evaluated. One alternative April 24, 2023
Sonia Delgado
Reference: Proposal for Professional Services Full Trash Capture System at Salado Creek near Highway 33 to be considered include utilizing the parcel just upstream of Highway 33 on the south side of Salado Creek.
Also to be considered is the impact of removing large woody debris further upstream in the City’s system.
In addition to trash compliance the Storm Drainage Master Plan had identified several deficiencies at this location as follows:
• FEMA FIS shows Salado Creek below DMC is 710 cfs
• Capacity of channel leading up to Hwy 33 is 866 cfs
• Capacity of 96” CIP to San Joaquin River is 538 cfs
• CNRR is a significant restriction in the capacity and frequent flooding is experienced upstream of the crossing
Per the City’s request, Stantec’s scope of services for the Basis of Design Report will focus on the development of three conceptual alternatives for trash compliance facilities in this area along with a comparative evaluation of benefits and costs of each alternative. However, this study is not intended to satisfy the full scope of the drainage deficiency identified in the Storm Drainage Master Plan. The Draft Basis of Design Report will provide the evaluation of the alternatives. After review and discussion of the Draft and Final Basis of Design Report will be provided that includes the recommended alternative for final design efforts.
Stantec believes that since we have developed and completed a Storm Drainage Master Plan in February 2018 and updated jurisdictional map in November 2018, we are in a good position to continue to help the City comply with the State’s Trash Provisions in an efficient manner.
Task 1 – Project Management and Coordination
Subtask 1.1:Meetings
Unless otherwise determined by the City, all meetings will be held virtually via Microsoft Teams. The following are the consolidated meetings Stantec proposes per the nature of the project scope. Note that the second City council meeting is included in Task 300.
• Kick-off meeting (1)
• Two progress meetings with City staff (2)
• Coordination with State regulators to obtain approval on the city’s implementation plan and selecting a full trash capture equipment (as required)
Subtask 1.2:Project Management
Project management task includes overall coordination and communication with the City as well as managerial oversight of the Stantec team. Oversight of the project team will include internal coordination of the design tasks, administration, budget, and schedule monitoring for the project. Monthly progress reports will be submitted to the City with our invoices to summarize the progress made during the invoice cycle, tasks to be complete in the next invoice cycle, and any outstanding issues.
April 24, 2023
Sonia Delgado
Reference: Proposal for Professional Services Full Trash Capture System at Salado Creek near Highway 33 Task 1 Deliverables
Kick-off meeting (agenda and meeting notes PDF to City PM) Two progress meetings to discuss City review comments on the Draft and Final Draft work products (agenda and meeting notes PDF to City PM)
Conference call with State (agenda and meeting notes PDF to City PM) Monthly progress summary and invoices (PDF to City PM) Task 2 – Basis of Design
Stantec will coordinate and work with the City staff and property owners in collecting necessary data for the project. Data includes as-built survey around the proposed alternative locations, utility, and property boundary information readily available and other relevant information. Data will be reviewed and analyzed for the design. Stantec will also review City provided data such as as-built drawings, regulatory documents, property boundary and other related documents. Below subtasks will be conducted as part of the Basis of Design.
Subtask 2.1:Data Review
Stantec will review all relevant documents provided by the City. These may include but not limited to detention basin drawings, geotechnical report, as-built drawings, existing stormwater collection system, property boundary, and available AutoCAD files.
Subtask 2.2:Field Investigation
A field investigation is recommended to determine the correct existing facility layout and sizing. During our site reconnaissance, Stantec will conduct a field investigation and assessment of the following locations:
1. Existing trash rack site and nearby facilities
2. Accessible upstream locations of Salado Creek (west of Highway 33) where alternate trash facilities may be located
3. Other locations as determined through the Data Review The field investigation will include topographic survey of Salado Creek from approximately 500 feet upstream of the inlet of the existing 96” CIP SD that extends northeast along Olive Ave to the previously mentioned inlet and will include survey of the HWY 33 bridge, the CNRR bridge, the coarse debris rack entering the 96” inlet, and the 96” inlet. It is assumed that the field investigation will be complete in a single day by up to three Stantec staff, including surveyors.
Subtask 2.3:Basis of Design Report
After completing the field assessment Stantec will analyze the data and prepare a Basis of Design Report (BDR) that will summarize the design parameters, preliminary hydrologic and hydraulic analysis, preliminary April 24, 2023
Sonia Delgado
Reference: Proposal for Professional Services Full Trash Capture System at Salado Creek near Highway 33 design layout of the Full Trash Capture Device and recommendation of Full Trash Capture Device. The BDR will be brief in nature.
A Draft Basis of Design Report will be developed to provide the scoring process and evaluation of three alternatives. In addition to life-cycle costs, factors such as access, flood risk reduction, and community benefits will be considered in the scoring and evaluation. It is assumed the sites and locations will be presented as exhibits on one 11x17 plan graphic for each alternative. After review and discussion of the City’s review of the Draft a Final Draft Basis of Design Report will be developed that includes resolution of City comments on the Draft BDR and the recommended alternative for final design efforts.
Stantec will provide City and Water Board with an electronic copy for the Final Draft BDR in PDF version for its review. Approximately in one month from the submittal date, Stantec will coordinate a conference call with the City and Water Board to discuss the project outline as well as and capture any comments that everyone has. Comments from this conference call and other City comments on the Final Draft BDR will be incorporated in the Final BDR.
Assumptions:
One field visit by the team’s staff will be required
The input data for the Master Plan HEC-HMS model will be sufficient to develop an existing conditions hydrologic model.
All outfalls modeled will be free outfalls; there is no anticipated backwater during the modeled event.
The rational method may be used to calculate peak flows for the local treatment alternative in lieu of the existing conditions HEC-HMS model.
Opinions of Probable Cost will be commensurate with the level of design complete (assumed to be AACE Class 4)
Water Board will provide feedback on Basis of Design Memorandum within one month (as applicable)
Task 2 Deliverables
Basis of Design Memorandum (PDF Draft, Final Draft, and Final to City PM) One conference call with City and Water Board (meeting agenda and notes in PDF to City PM) April 24, 2023
Sonia Delgado
Reference: Proposal for Professional Services Full Trash Capture System at Salado Creek near Highway 33 Project Timeline and Fee Schedule
Based on this Scope of Services, Stantec estimates the schedule as depicted below. This schedule can and will be updated as needed to meet City requested project implementation and execution schedule.
Stantec’s fee for preparing the Basis of Design Report for the City’s Full Trash Capture Device Design Services Project is $175,370. A detailed breakdown of the cost per listed tasks, sub-tasks and optional services is attached as Exhibit A.
Stantec is prepared to commence work upon receipt of an executed Professional Services Agreement.
Please let us know if you have any questions or concerns.
Regards,
Stantec Consulting Services Inc.
Sarah McIlroy, PE, QSD Jim Rasmus, PE, BCEE, ENV SP
Vice President Practice Leader
Phone: 916.717.9635 Phone: 858.633.4218
[email protected] [email protected]
Attachment: Fee Proposal, Professional Services Agreement, Standard Rate Table Description Estimated Timeline
Notice to Proceed (Signed Agreement) May 2023
Task 1 – Project Management & Coordination May 2023 to December 2023 Task 2 – Basis of Design Draft - May to July 2023
Final Draft – September 2023
Final – December 2023
(Assumes feedback from Water Board within one month)
Technical Lead
Project Manager
Senior Surveyor
Survey Technician
Project Engineer
Hydrology & Hydraulics
H&H Lead
Expenses
Name Rasmus, Jim McIlroy,
Sarah
Stinchfield,
Konrad
Rancadore,
Brett
Zukowski,
Jonny Archer, Claire Jacobsma, Andrea Project Summary Hours Labour Expense Total Project Billing Rate $275 $276 $238 $150 $220 $211 $250 $1.1 Fixed Fee 0 0 0 0 Total Units (T&M) 116 104 20 24 116 276 84 $1,500 Time & Material 740 173,720 1,650 175,370 Task Code Task Name Units Task Type Hours Labour Expense Total 1 Time & Material 112 29,272 0 29,272
1.1 Meetings 16 16 16 8 8 64 16,024 0 16,024
1.2 Project Management 48 48 13,248 0 13,248
2 Basis of Design Time & Material 628 144,448 1,650 146,098
2.1 Data Review 40 16 20 8 8 92 23,504 0 23,504
2.2 Field Investigation 20 8 20 24 8 1,500 80 17,756 1,650 19,406
2.3 Hydrology 108 32 140 30,788 0 30,788
2.4 Hydraulics 112 24 136 29,632 0 29,632
2.5 Basis of Design Report 40 16 80 32 12 180 42,768 0 42,768 Project Management and Coordination
FEE ESTIMATE - Patterson Full Trash Capture Conceptual Design
PROFESSIONAL SERVICES AGREEMENT
C:\Users\smcilroy\OneDrive - Stantec\Documents\Patterson\Generic Professional Services Agreement - EN.dotm This Agreement is made and entered into effective April 24, 2023 (the “Agreement Date”) by and between:
“Client”
Name: City of Patterson
Address: 1 Plaza, 2nd Floor; Patterson CA 95363
Phone: 209-895-8064
Representative: Sonia Delgado Email: [email protected] “Stantec”
Name: Stantec Consulting Services Inc.
Address: 2250 Douglas Blvd, Roseville CA 95661
Phone: 916-717-9635
Representative: Sarah McIlroy Email: [email protected] Project Name (the “Project”):
Conceptual Design for Full Trash Capture System at Salado Creek DESCRIPTION OF WORK: Stantec shall render the services described in Attachment “A” (hereinafter called the “Services”) in accordance with this Agreement. Stantec may, at its discretion and at any stage, engage subconsultants to perform all or any part of the Services. The Client and Stantec by written amendment to this Agreement may from time to time make changes to the Services. All changed work shall be carried out under this Agreement. The time for completion of the Services shall be adjusted accordingly.
COMPENSATION: Charges for the Services rendered will be made in accordance with the Contract Price indicated in Attachment “A”, or, if no Contract Price is indicated, in accordance with Stantec’s Schedule of Fees and Disbursements in effect from time to time as the Services are rendered.
Invoices shall be paid by the Client in the currency of the jurisdiction in which the Services are provided without deduction or setoff upon receipt. Failure to make any payment when due is a material breach of this Agreement and will entitle Stantec, at its option, to suspend or terminate this Agreement and the provision of the Services. Interest will accrue on accounts overdue by 30 days at the lesser of 1.5 percent per month (18 percent per annum) or the maximum legal rate of interest. The Client will make payment by Electronic Funds Transfer when requested by Stantec.
REPRESENTATIVES: Each party shall designate in the space provided above a representative who is authorized to act on behalf of that party and receive notices under this Agreement. Such representatives have complete authority to act on behalf of their principals in respect to all matters arising under this Agreement.
NOTICES: All notices, consents, and approvals required to be given hereunder shall be in writing and shall be given to the representatives of each party. All notices required by this Agreement to be given by either party shall be deemed to be properly given and received within two (2) business days if made in writing to the other party by certified mail or email, addressed to the regular business address of such party as identified above.
CLIENT’S RESPONSIBILITIES: The Client shall provide to Stantec in writing, the Client's total requirements in connection with the Project, including the Project budget and time constraints. The Client shall make available to Stantec all relevant information or data pertinent to the Project which is required by Stantec to perform the Services. Stantec shall be entitled to rely upon the accuracy and completeness of all information and data furnished by the Client, including information and data originating with other consultants employed by the Client whether such consultants are engaged at the request of Stantec or otherwise. Where such information or data originates either with the Client or its consultants then Stantec shall not be responsible to the Client for the consequences of any error or omission contained therein.
When required by Stantec, the Client shall engage specialist consultants directly to perform items of work necessary to enable Stantec to carry out the Services. Whether arranged by the Client or Stantec, these services shall be deemed to be provided under direct contracts to the Client unless expressly provided otherwise.
The Client shall give prompt consideration to all documentation related to the Project prepared by Stantec and whenever prompt action is necessary shall inform Stantec of Client’s decisions in such reasonable time so as not to delay the schedule for providing the Services.
When applicable, the Client shall arrange and make provision for Stantec’s entry to the Project site as well as other public and private property as necessary for Stantec to perform the Services. The Client shall obtain any required approvals, licenses and permits from governmental or other authorities having jurisdiction over the Project so as not to delay Stantec in the performance of the Services.
PROFESSIONAL SERVICES AGREEMENT Page 2
C:\Users\smcilroy\OneDrive - Stantec\Documents\Patterson\Generic Professional Services Agreement - EN.dotm STANTEC’S RESPONSIBILITIES: Stantec shall furnish the necessary qualified personnel to provide the Services. Stantec represents that it has access to the experience and capability necessary to and agrees to perform the Services with the reasonable skill and diligence required by customarily accepted professional practices and procedures normally provided in the performance of the Services at the time when and the location in which the Services were performed.
This undertaking does not imply or guarantee a perfect Project and in the event of failure or partial failure of the product or the Services, Stantec will be liable only for its failure to exercise diligence, reasonable care, and professional skill. This standard of care is the sole and exclusive standard of care that will be applied to measure Stantec’s performance. There are no other representations or warranties expressed or implied made by Stantec. In particular, but not by way of limitation, no implied warranty of merchantability or fitness for a particular purpose shall apply to the Services provided by Stantec nor shall Stantec warrant or guarantee economic, market or financial conditions, proforma projections, schedules for public agency approvals, or other factors beyond Stantec’s reasonable control. Stantec does not warrant the Services to any third party and the Client shall indemnify and hold harmless Stantec from any demands, claims, suits, or actions of third parties arising out of Stantec’s performance of the Services.
In performing the Services under this Agreement, Stantec shall operate as and have the status of an independent contractor and shall not act as or be an employee of the Client.
TERMINATION: Stantec may terminate this Agreement without cause upon thirty (30) days’ notice in writing. If either party breaches this Agreement, the non-defaulting party may terminate this Agreement after giving seven (7) days’ notice to remedy the breach. On termination of this Agreement, the Client shall forthwith pay Stantec for the Services performed to the date of termination. Non-payment by the Client of Stantec’s invoices within 30 days of Stantec rendering same is agreed to constitute a material breach of this Agreement and, upon written notice as prescribed above, the duties, obligations, and responsibilities of Stantec are terminated.
SUSPENSION OF SERVICES: If the project is suspended for more than thirty (30) calendar days in the aggregate, Stantec shall be compensated for services performed and charges incurred prior to receipt of notice to suspend and, upon resumption, an equitable adjustment in fees to accommodate the resulting demobilization and remobilization costs. In addition, there shall be an equitable adjustment in the project schedule based on the delay caused by the suspension.
If the Project is suspended for more than ninety (90) days, Stantec may, at its option, terminate this agreement upon giving notice in writing to the Client.
ENVIRONMENTAL: Except as specifically described in this Agreement, Stantec’s field investigation, laboratory testing and engineering recommendations will not address or evaluate pollution of soil or pollution of groundwater.
Where the Services include storm water pollution prevention (SWPP), sedimentation or erosion control plans, specifications, procedures or related construction observation or administrative field functions, Client acknowledges that such Services proposed or performed by Stantec are not guaranteed to provide complete SWPP, sedimentation or erosion control, capture all run off or siltation, that any physical works are to be constructed and maintained by the Client’s contractor or others and that Stantec has no control over the ultimate effectiveness of any such works or procedures. Except to the extent that there were errors or omissions in the Services provided by Stantec, Client agrees to indemnify and hold Stantec harmless from and against all claims, costs, liabilities, or damages whatsoever arising from any storm water pollution, erosion, sedimentation, or discharge of silt or other deleterious substances into any waterway, wetland or woodland and any resulting charges, fines, legal action, cleanup, or related costs.
In the prosecution of work, Stantec will take reasonable precautions to avoid damage to subterranean structures or utilities. However, it is the responsibility of the Client to provide Stantec with assistance in locating underground structures and utilities in the vicinity of any construction, exploration, or investigation. Stantec shall also rely upon third party sources in order to determine the existence and location of any underground structures and utilities of any kind. The Client acknowledges and agrees that Stantec may rely on such third-party advice, so long as such third party is, in Stantec’s opinion, a reasonable source for such information, without any requirement that Stantec shall make an independent evaluation or investigation of such underground structures and utilities. In the event that the information supplied by third parties in incorrect, the Client acknowledges that Stantec shall not be responsible for any damages done to any such underground structures or utilities. If neither party can confirm the location of such structures and utilities, the Client agrees to accept all liabilities, costs, expenses and damages, whether direct, indirect, economic, punitive, incidental, special, exemplary or consequential, associated with the repair, replacement or restoration of any damages to such structures and utilities caused by Stantec or its subcontractor(s) or subconsultant(s) in the performance of the Services and the Client agrees to defend, indemnify and hold Stantec harmless from any such damages.
BUILDING CODES, BYLAWS AND OTHER PUBLIC REGULATIONS: Stantec shall, to the best of its ability, interpret building codes, by-laws, and other public regulations as they apply to the Project and as they are published at the time Services commence. Furthermore, Stantec shall observe and comply with all applicable laws, ordinances, codes, and regulations of government agencies, including federal, state, provincial, municipal, and local governing bodies having jurisdiction over the conduct of the Services (“LAWS”). However, it is expressly acknowledged and agreed by the Client that as the Project progresses such building codes, by-laws, other public regulations, and LAWS may change or the interpretation of any public authority may differ from the interpretation of Stantec, through no fault of Stantec, and any extra costs PROFESSIONAL SERVICES AGREEMENT Page 3
C:\Users\smcilroy\OneDrive - Stantec\Documents\Patterson\Generic Professional Services Agreement - EN.dotm necessary to conform to such changes or interpretations during or after execution of the Services will be paid by the Client.
Stantec shall continue to provide equal employment opportunity to all qualified persons and to recruit, hire, train, promote and compensate persons in all jobs without regard to race, color, religion, sex, age, disability or national origin or any other basis prohibited by applicable laws.
COST AND SCHEDULE OF CONSTRUCTION WORK: In providing opinions of probable cost and project schedule, it is recognized that neither the Client nor Stantec has control over the costs of labor, equipment, or materials, or over the Contractor’s methods of determining prices or time. The opinions of probable cost or project duration are based on Stantec’s reasonable professional judgment and experience and do not constitute a warranty, express or implied, that the Contractors’ bids, project schedules, or the negotiated price of the Work or schedule will not vary from the Client’s budget or schedule or from any opinion of probable cost or project schedule prepared by Stantec. Exact costs and times will be determined only when bids have been received for the Project and when the construction work has been performed and payments finalized.
ADMINISTRATION OF CONSTRUCTION CONTRACTS: When applicable, Stantec shall provide field services during the construction of the Project only to the extent that such Services are included and defined in this Agreement. The performance of the construction contract is not Stantec’s responsibility nor are Stantec’s field services rendered for the construction contractor's benefit.
It is understood and agreed by the Client and Stantec that only work which has been seen during an examination by Stantec can be said to have been appraised and comments on the balance of any construction work are assumptions only.
When field services are provided by Stantec, the authority for general administration of the Project shall reside with Stantec only to the extent defined in this Agreement. In such case, Stantec shall coordinate the activities of other consultants employed by the Client, only to the extent that Stantec is empowered to do so by such other consultants’ contracts with the Client.
Stantec shall not be responsible for any contractor’s failure to carry out the work in accordance with the contract documents nor for the acts or omissions of any contractor, subcontractor, any of their agents or employees, or any other persons performing any of the work in connection with the Project. When field services are provided, no acceptance by Stantec of the work or services of a construction contractor or other consultants, whether express or implied, shall relieve such construction contractor or other consultants from their responsibilities to the Client for the proper performance of such work or services and further, Stantec shall not be responsible to the Client or to the construction contractor or to the other consultants for the means, methods, techniques, sequences, procedures and use of equipment of any nature whatsoever, whether reviewed by Stantec or not, which are employed by the construction contractor or the other consultants in executing, designing, or administering any phases of the Project, or for placing into operation any plant or equipment or for safety precautions and programs incidental thereto.
When field services are provided, Stantec will not be designated as the party responsible for the compliance by others on the construction work site with the purposes or requirements of applicable environmental, occupational health and safety, or similar legislation. The Client shall designate a responsible party, other than Stantec, for the coordination and performance of environmental, occupational health and safety activities on the construction work site as required by applicable legislation and associated regulations.
JOBSITE SAFETY: Neither the professional activities of Stantec, nor the presence of Stantec or its employees and subconsultants at a construction site, shall relieve the Client and any other entity of their obligations, duties and responsibilities with respect to job site safety. Subject only to applicable legislation, Stantec and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions.
INDEMNITY: The Client releases Stantec from any liability and agrees to defend, indemnify, and hold Stantec harmless from any and all claims, damages, losses, and/or expenses, direct and indirect, or consequential damages, including but not limited to attorney’s fees and charges and court and arbitration costs, arising out of, or claimed to arise out of, the performance of the Services, excepting liability arising from the negligence or willful misconduct of Stantec.
LIMITATION OF LIABILITY: It is agreed that, to the fullest extent possible under the applicable law, the total amount of all claims (including any and all costs associated with such claims such as attorney and expert fees and interest) the Client may have against Stantec under this Agreement or arising from the performance or non-performance of the Services under any theory of law, including but not limited to claims for negligence, negligent misrepresentation and breach of contract, shall be strictly limited to the lesser of the fees paid to Stantec for the Services or $500,000. No claim may be brought against Stantec in contract or tort more than two (2) years after the cause of action arose. As the Client’s sole and exclusive remedy under this Agreement any claim, demand or suit shall be directed and/or asserted only against Stantec and not against any of Stantec’s employees, officers, or directors.
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C:\Users\smcilroy\OneDrive - Stantec\Documents\Patterson\Generic Professional Services Agreement - EN.dotm Stantec’s liability with respect to any claims arising out of this Agreement shall be absolutely limited to direct damages arising out of the Services and Stantec shall bear no liability whatsoever for any consequential loss, injury or damage incurred by the Client, including but not limited to claims for loss of use, loss of profits and loss of markets.
In no event shall Stantec’s obligation to pay damages of any kind exceed its proportionate share of liability for causing such damages.
DOCUMENTS: All documents prepared by Stantec or on behalf of Stantec in connection with the Project are instruments of service for the execution of the Project. Stantec retains the property and copyright in these documents, whether the Project is executed or not. Payment to Stantec of the compensation prescribed in this Agreement shall be a condition precedent to the Client's right to use documentation prepared by Stantec. These documents may not be used for any other purpose without the prior written agreement of Stantec. The Client shall have a permanent non-exclusive, royaltyfree license to use any concept, product or process which is patentable or capable of trademark, produced by or resulting from the Services rendered by Stantec in connection with the Project, for the life of the Project. The Client shall not use, infringe upon, or appropriate such concepts, products or processes without the express written agreement of Stantec. In the event Stantec’s documents are subsequently reused or modified in any material respect without the prior consent of Stantec, the Client agrees to indemnify Stantec from any claims advanced on account of said reuse or modification.
Any document produced by Stantec in relation to the Services is intended for the sole use of Client. The documents may not be relied upon by any other party without the express written consent of Stantec, which may be withheld at Stantec’s discretion. Any such consent will provide no greater rights to the third party than those held by the Client under the contract and will only be authorized pursuant to the conditions of Stantec’s standard form reliance letter.
Stantec cannot guarantee the authenticity, integrity or completeness of data files supplied in electronic format (“Electronic Files”). Client shall release, indemnify, and hold Stantec, its officers, employees, consultants, and agents harmless from any claims or damages arising from the use of Electronic Files. Electronic files will not contain stamps or seals, remain the property of Stantec, are not to be used for any purpose other than that for which they were transmitted, and are not to be retransmitted to a third party without Stantec’s written consent.
PROJECT PROMOTION: Where the Client has control or influence over construction signage, press releases and/or other promotional information identifying the project (“Project Promotion”), the Client agrees to include Stantec in such Project Promotion.
FORCE MAJEURE: Any default in the performance of this Agreement caused by any of the following events and without fault or negligence on the part of the defaulting party shall not constitute a breach of contract: labor strikes, riots, war, acts of governmental authorities, unusually severe weather conditions or other natural catastrophe, disease, epidemic or pandemic, or any other cause beyond the reasonable control or contemplation of either party. Nothing herein relieves the Client of its obligation to pay Stantec for services rendered.
GOVERNING LAW: This Agreement shall be governed, construed, and enforced in accordance with the laws of the jurisdiction in which the majority of the Services are performed.
DISPUTE RESOLUTION: If requested in writing by either the Client or Stantec, the Client and Stantec shall attempt to resolve any dispute between them arising out of or in connection with this Agreement by entering into structured non-binding negotiations with the assistance of a mediator on a without prejudice basis. The mediator shall be appointed by agreement of the parties. The Parties agree that any actions under this Agreement will be brought in the appropriate court in the jurisdiction of Governing Law, or elsewhere by mutual agreement. Nothing herein however prevents Stantec from any exercising statutory lien rights or remedies in accordance with legislation where the project site is located.
ATTORNEYS FEES: In the event of a dispute hereunder, the prevailing party is entitled to recover from the other party all costs incurred by the prevailing party in enforcing this Agreement and prosecuting the dispute, including reasonable attorney’s and expert’s fees, whether incurred through formal legal proceedings or otherwise.
ASSIGNMENT AND SUCCESSORS: The Client shall not, without the prior written consent of Stantec, assign the benefit or in any way transfer the obligations of this Agreement or any part hereof. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and except as otherwise provided herein, upon their executors, administrators, successors, and assigns.
PROTECTION OF PRIVACY LAWS: The parties acknowledge that information relating to an identified or identifiable person (“Personal Information”) may be exchanged in the course of this Project pursuant to this Agreement.
The party disclosing Personal Information (the “Disclosing Party”) warrants that is has all necessary authorizations and approvals required to process and disclose the Personal Information and to enable the party receiving the Personal Information (the “Receiving Party”) to process it in performing the Services. The Disclosing Party will provide the Receiving Party with written notice containing the details of what Personal Information will be provided.
The Receiving Party will comply with any reasonable instruction from the Disclosing Party in respect of such Personal Information and implement appropriate technical and organization measures to protect the Personal Information against unauthorized or unlawful processing and accidental loss, theft, use, disclosure, destruction and/or damage.
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C:\Users\smcilroy\OneDrive - Stantec\Documents\Patterson\Generic Professional Services Agreement - EN.dotm The Receiving Party shall be permitted, upon prior written consent of the Disclosing Party, to transfer Personal Information outside the jurisdiction if required for performance of the Services provided that such transfers are in accordance with relevant and applicable requirements under applicable legislation. The Receiving Party shall provide the Disclosing Party with full cooperation and assistance in meeting its obligations under applicable privacy legislation, including in relation to the security of processing, the notification of Personal Information breaches, the notification of requests from individuals and Personal Information protection impact assessments.
On termination of this Agreement, the Receiving Party shall cease processing Personal Information and shall delete and destruct or return to the Disclosing Party (as the Disclosing Party may require) all Personal Information held or processed by the Receiving Party on the Disclosing Party’s behalf. It is understood however, that the Receiving Party may need to keep a copy of all Personal Information for legal purposes and therefore it will continue to take reasonable steps to protect the Personal Information as outlined herein and will proceed with the destruction of the Personal Information within a reasonable period of time if there is no longer any legal justification to keep the Personal Information.
Nothing herein relieves either party from their responsibilities for compliance with applicable privacy legislation.
ENTIRE AGREEMENT: This Agreement constitutes the sole and entire agreement between the Client and Stantec relating to the Project and supersedes all prior agreements between them, whether written or oral respecting the subject matter hereof and no other terms, conditions, or warranties, whether express or implied, shall form a part hereof. This Agreement may be amended only by written instrument signed by both the Client and Stantec. All attachments referred to in this Agreement are incorporated herein by this reference; however, in the event of any conflict between attachments and the terms and conditions of this Agreement, the terms and conditions of this Agreement shall take precedence.
SEVERABILITY: If any term, condition, or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be binding on the Client and Stantec.
CONTRA PROFERENTEM: The parties agree that in the event this Agreement is subject to interpretation or construction by a third party, such third party shall not construe this Agreement or any part of it against either party as the drafter of this Agreement.
BUSINESS PRACTICES: Each Party shall comply with all applicable laws, contractual requirements and mandatory or best practice guidance regarding improper or illegal payments, gifts or gratuities, and will not pay, promise to pay or authorize the payment of any money or anything of value, directly or indirectly, to any person (whether a government official or private individual) or entity for the purpose or illegally or improperly inducing a decision or obtaining or retaining business in connection with this Agreement or the Services.
THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THIS AGREEMENT CONTAINS LIMITATION OF LIABILITY PROVISIONS RESTRICTING RIGHTS FOR THE RECOVERY OF DAMAGES.
The Parties, intending to be legally bound, have made, accepted, and executed this Agreement as of the Agreement Date noted above.
City of Patterson Stantec Consulting Services Inc.
Print Name and Title Print Name and Title
Signature Signature
Print Name and Title Print Name and Title
Signature Signature
PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT “A”
C:\Users\smcilroy\OneDrive - Stantec\Documents\Patterson\Generic Professional Services Agreement - EN.dotm Attached to and forming part of the Agreement BETWEEN:
City of Patterson
(Hereinafter called the “Client”)
- and -
Stantec Consulting Services Inc.
(Hereinafter called “Stantec”)
EFFECTIVE: April 24, 2023
This Attachment details the Services, Contract Time, Contract Price, Additional Conditions and Additional Attachments forming part of the above-described Agreement.
SERVICES: Stantec shall perform the following Services:
See attached letter proposal dated April 24, 2023
(Hereinafter called the “Services”)
CONTRACT TIME: Commencement Date: April 24, 2023
Estimated Completion Date: April 24, 2024
CONTRACT PRICE: Subject to the terms below, Client will compensate Stantec as follows:
See attached letter proposal dated April 24, 2023
Project specific charges, such as subconsultants; travel, accommodations, and meals; project-specific printing of deliverables; consumables; usage charges for specialized field equipment and company-owned, leased, or rented project vehicles; external testing lab charges and other external services charges; specialized computer software costs; and other significant project-specific expenses will be invoiced in addition to labor fees and to the FRD.
Where not stated as being included in the fees, project specific subconsultant, contractor, lab and other similar third-party charges will be charged as invoiced to Stantec with a ten percent (10%) markup.
Unless otherwise noted, the fees in this agreement do not include any value added, sales, or other taxes that may be applied by Government on fees for services. Such taxes will be added to all invoices as required.
Where the Services or services conditions change, Stantec shall submit to the Client in a timely manner, documentation of the revisions to Attachment “A” adjusting the Contract Services Time and Price as required.
Unless otherwise specified, charges for Services are based on Stantec’s hourly billing rate table (“Rate Table”), attached hereto. The Rate Table is subject to escalation from time to time. At a minimum, effective each January 1 during the term of this Agreement, Stantec’s charges for Services shall escalate by either (a) the most current Consumer Price Index year over year percentage increase, not seasonally adjusted, for the preceding July, all items, as published by Statistics Canada (for Projects in Canada) plus 1.0%, or (b) the most current Consumer Price Index for All Urban Consumers (CPI-U) year over year percentage increase, not seasonally adjusted, for the preceding July, as published by the U.S. Bureau of Labor Statistics plus 1.0% (for all other projects).
PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT “A” Page 2
C:\Users\smcilroy\OneDrive - Stantec\Documents\Patterson\Generic Professional Services Agreement - EN.dotm
ADDITIONAL
CONDITIONS:
The following additional conditions shall be read in conjunction with and constitute part of this Agreement:
[Click and insert additional items. If none, type 'No additional conditions' or similar wording.] COVID-19: The parties acknowledge the ongoing COVID-19 pandemic and agree that the CONTRACT PRICE and CONTRACT TIME are based on what is currently understood. Where conditions change, the parties may have further discussions to manage and mitigate the impact of this evolving situation on the Project.
ADDITIONAL
ATTACHMENTS:
The following additional attachments shall be read in conjunction with and constitute part of this Agreement:
Rate Table
INSURANCE
REQUIREMENTS:
Before any services are provided under this agreement, Stantec shall procure, and maintain insurance coverage during the term of this agreement.
SCHEDULE OF BILLING RATES – 2023
Billing
Level
Hourly
Rate Description
3 4
5 $122
$129
$145
Junior Level position
Independently carries out assignments of limited scope using standard procedures, methods and techniques
Assists senior staff in carrying out more advanced procedures Completed work is reviewed for feasibility and soundness of judgment Graduate from an appropriate post-secondary program or equivalent Generally, one to three years experience
6 7
8 $150
$164
$170
Fully Qualified Professional Position
Carries out assignments requiring general familiarity within a broad field of the respective profession
Makes decisions by using a combination of standard methods and techniques Actively participates in planning to ensure the achievement of objectives Works independently to interpret information and resolve difficulties Graduate from an appropriate post-secondary program, with credentials or equivalent Generally, three to six years experience
9 10
11 $178
$187
$200
First Level Supervisor or first complete Level of Specialization Provides applied professional knowledge and initiative in planning and coordinating work programs
Adapts established guidelines as necessary to address unusual issues Decisions accepted as technically accurate, however may on occasion be reviewed for soundness of judgment
Graduate from an appropriate post-secondary program, with credentials or equivalent Generally, five to nine years experience
12 13
14 $211
$220
$238
Highly Specialized Technical Professional or Supervisor of groups of professionals Provides multi-discipline knowledge to deliver innovative solutions in related field of expertise
Participates in short and long range planning to ensure the achievement of objectives Makes responsible decisions on all matters, including policy recommendations, work methods, and financial controls associated with large expenditures Reviews and evaluates technical work
Graduate from an appropriate post-secondary program, with credentials or equivalent Generally, ten to fifteen years experience with extensive, broad experience 15 16
17 18
$250
$267
$275
$276
Senior Level Consultant or Management
Recognized as an authority in a specific field with qualifications of significant value Provides multidiscipline knowledge to deliver innovative solutions in related field of expertise
Independently conceives programs and problems for investigation Participates in discussions to ensure the achievement of program and/or project objectives
Makes responsible decisions on expenditures, including large sums or implementation of major programs and/or projects
Graduate from an appropriate post-secondary program, with credentials or equivalent Generally, more than twelve years experience with extensive experience Note: Rates subject to 4% escalation at end of calendar year. 323