Agenda packet — Roseville City Council, September 21, 2022 (part 2 of 2)

REGIONAL WATER AUTHORITY

PROGRAM AGREEMENT

BIOLOGICAL OPINION SERVICES AND SUPPORT

This Agreement is made and entered into as of the ___ th day of _______, 20___, by and between the Regional Water Authority (“RWA”), a joint exercise of powers authority formed under California Government Code section 6500, and following, and the Members and Contracting Entities of RWA listed in Exhibit 1 to this Agreement, upon their execution of this Agreement (who are collectively referred to in this Agreement as “Participants”), to provide for carrying out a project or program that is within the authorized purposes of RWA, and sharing in the cost and benefits by the Participants.

RECITALS

A. RWA is a joint powers authority, formed to serve and represent regional water supply interests and to assist its members in protecting and enhancing the reliability, availability, affordability and quality of water resources.

B. The joint powers agreement (“RWA JPA”) pursuant to which RWA was formed and operates, and as was amended on October 8, 2013, authorizes RWA to enter into a “Project or Program Agreement,” which is defined in the RWA JPA as an agreement between RWA and two or more of its Members or Contracting Entities to provide for carrying out a project or program that is within the authorized purposes of RWA and sharing in the cost and benefits by the parties to the Project or Program Agreement.

C. Article 21 of the RWA JPA states: “The Regional Authority’s pr ojects are intended to facilitate and coordinate the development, design, construction, rehabilitation, acquisition or financing of water-related facilities (including sharing in the cost of federal, State or local projects) on behalf of Members and/or Contracting Entities. The Regional Authority may undertake the development, design, construction, rehabilitation, acquisition or funding of all or any portion of such projects on behalf of Members and/or Contracting Entities in the manner and to the extent authorized by such Members and/or Contracting Entities as provided in this Agreement, but shall not accomplish these functions, nor acquire or own water-related facilities in its own name.”

D. Article 22 of the RWA JPA states: “Prior to undertaking a project o r program, the Members and/or Contracting Entities who elect to participate in a project or program shall enter into a Project or Program Agreement. Thereafter, all assets, benefits and obligations attributable to the project shall be assets, benefits and obligations of those Members and/or Contracting Entities that have entered into the Project or Program Agreement. Any debts, liabilities, obligations or indebtedness incurred by the Regional Authority in regard to a particular project or program, including startup costs advanced by the Regional Authority, shall be obligations of the participating Members and/or Contracting Entities, and shall not be the debts, liabilities, obligations and indebtedness of those Members and/or Contracting Entities who have not executed the Project or Program Agreement.”

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E. RWA and the Participants desire to carry out a program as more fully described below and share in the costs and benefits of the program, as a Project or Program Agreement as provided for in Articles 21 and 22 of the RWA JPA.

F. The Bureau of Reclamation, responsible for the operation of Central Valley Project (CVP) facilities, such as Folsom Reservoir on the American River, has started the reinitiation of consultation on the coordinate d long-term operation (ROC on LTO) of the CVP and the State Water Project, pursuant to the federal Endangered Species Act. This effort will result in the development of an Environmental Impact Statement (EIS) and Record of Decision (ROD) pursuant to the National Environmental Policy Act (NEPA), as well as a Biological Assessment (BA) that will support Biological Opinions (BiOps) issued by the National Marine Fisheries Service (NMFS) and the U.S. Fish and Wildlife Service.

G. As part of the development of the BA and the BiOps, the Water Infrastructure Improvements for the Nation (WIIN) Act provides that water providers who contract for the delivery of water with Reclamation be included in the development of a new BiOp. This engagement also includes other enforceable arrangements, such a s settlement agreements, with Reclamation for the delivery of water. This includes:

• Having the opportunity to submit to and discuss information with U.S. Fish and Wildlife Service (USFWS) and the National Oceanic and Atmospheric Administration (NOAA) for consideration in the development of a biological assessment; • Be informed of the schedule for preparing a biological assessment; • Be informed of the schedule for preparing a BiOp;
• Receive a copy of any draft BiOp and have an opportunity to review and comment on the BiOp;
• Having the opportunity to confer with USFWS or NOAA and the applicant about any reasonable and prudent alternatives (RPAs) prior to them being identified; and, • Be informed of how each component of the RPAs will contribute to conserving species and the scientific justification supporting the RPAs. Further, be informed as to why other proposed alternative actions that would have fewer adverse economic and water supply effects were not adequate as an RPA.

H. Participants to this Program all contract or have agreements for the delivery of water with Reclamation and have a vested need to ensure that their interests are protected throughout the BiOp development process.

In consideration of the promises, terms, conditions and covenants contained herein, the parties to this Agreement hereby agree as follows:

1. Recitals Incorporated. The foregoing recitals are hereby incorporated by reference.

2. Defined Terms. Terms defined in the RWA JPA will have the same meaning in this Agreement.

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3. Description of the Program. The RWA and the Participants desire to work collaboratively to ensure that information provided in support of the American River region’s operations are carried out by qualified technical support staff and that all interests from Participants are reflected through a coordinated effort, called the Biological Opinion Services and Support (BOSS) Program (“Program”). The Program will provide the following:

• A coordinated effort to timely respond to information requests from Participants, Reclamation, or other interested parties.
• Consolidation and rectification of Participant comments on key documents used to support the BiOps, including: white papers, technical documentation, development of alternatives, development of a Proposed Action (PA) for the BA, coordination of EIS scoping comments, Draft and Final EIS comments, the Draft BiOps, etc.
• Attendance at meetings related to the development of regulatory documents to support the BiOps and forthcoming ROD.
• Preparation and facilitation of correspondence to appropriate parties. • Conducing modeling for hydrologic, habitat, and temperature conditions. • Analysis and synthesis of technical work.
• Establishment and implementation of a water provider technical team (WPTT) to review and discuss results from various analyses.
• Coordination between the WPTT and the Water Forum to disseminate information, as needed, and ensure a common understanding of any necessary information.
• Advocacy of American River water provider needs with Reclamation, California Department of Water Resources, USFWS, NMFS, California Department of Fish and Wildlife, or other entities to ensure local interests are being represented. • Ensuring activities occurring outside of the watershed, such as those in- Delta or in other CVP divisions, are considered and impacts to the American River watershed are disclosed appropriately.
• Legal support services as needed.

4. Program Committee. The Participants hereby form a Program Committee consisting of one representative (and alternates) designated by each Participant. The Program Committee will meet as necessary from time to time to administer and implement this Agreement on behalf of the Participants. The Program Committee will appoint a Chair and Vice -Chair from among its members. A majority of the total members of the Program Committee will constitute a quorum.

Each member of the Program Committee will have one vote, either by its re presentative or an alternate. To proceed with a vote to take action, a quorum must be present at a meeting, with a majority of the number present required for an affirmative vote. In no event shall the composition of the Program Committee be such that the membership of the Program Committee constitutes a quorum of any RWA legislative body.

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5. Program Staffing and Resources. RWA will utilize existing staff to implement the program, primarily the Manager of Strategic Affairs.

6. Work Products . Participants shall have full access to the work products of the Program, which will be provided upon execution of each member agency of a nondisclosure agreement.

7. Sharing in Program Costs and Benefits. The assessments for each Participant are further described and attached hereto as Exhibit 2 (“Financing Plan”). Each of the Participants shall pay the assessments set forth on Exhibit 2 at the time of entering the Program and pay such other assessments as are adopted by the Program Committee. In accordance with the provisions of Articles 21 and 22 of the RWA JPA, any debts, liabilities, obligations or indebtedness incurred by RWA in regard to the Program will be the obligations of the Participants, and will not be the debts, liabilities, obligations and indebtedness of those Members and/or Contracting Entities who have not executed this Agreement. The total cost for the Program is estimated as $861,750. The breakdown of these costs is to be as follows:

• Approximately 45% of RWA staff time over the next year with overhead and expenses, beginning at the time of execution of this Agreement: $141,750. • Costs for technical consultants, with contracts to be executed by Bartkiewicz, Kronick, and Shanahan and Placer County Water Agency General Counsel: $700,000. • Legal support servic es provided by Bartkiewicz, Kronick, and Shanahan for needed legal review and support: $20,000.

Future costs and allocations will be determined through a Work Plan approved by the Program Committee.

8. Role of RWA. The RWA will (a) ensure that the interests of Members and Contracting Entities of RWA who do not participate in this Program are not adversely affected in performing this Agreement, (b) provide information to the Participants on the status of implementation of the Program, (c) assist the Program Committee in carrying out its activities under this Agreement, (d) secure consultant support services through a competitive selection process as identified in RWA Policy 300.2, where applicable; and (e) manage consultant support services in complet ion of the Program.

9. Authorization to Proceed with the Program. The Biological Opinion Support and Services Program is authorized to proceed upon the commitment of $850,000 to fund staff and technical consulting work. Upon execution of this Agreement, the Participants agree to fund their portion of the Program costs in an amount and manner as described in Exhibit 3 (“Financing Plan”) to this Agreement.

10. Term. This Agreement will remain in effect for so long as any obligations under this Agreement and/or obligations from other sources of funding secured remain outstanding.

11. Withdrawal. A Participant may withdraw from this Agreement without requiring

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termination of this Agreement, effective upon ninety days’ notice to RWA and the other Participants, provided that, the withdrawing Participant will remain responsible for any indebtedness incurred by the Program and allocated to the Participant under this Agreement prior to the effective date of withdrawal. If any surplus funds remain after the withdrawing Participant has met all of its financial obligations under this Agreement, then such funds will be returned to the withdrawing Participant in
proportion to the total contribution made by each Participant.

12. Amendments. This Agreement may be amended from time to time with the approval of all current Participants and RWA.

13. Unspent Funds. In the event that RWA has remaining funds left at the conclusion of the work completed through agreements with BKS and Placer County Water Agency, then those funds shall be distributed back equally to BOSS Participants.

14. Privileges and Immunities. All of the privileges and immunities from liability; exemptions from laws, ordinances and rules; and all pension, relief, disability, worker's compensation and other benefits that apply to the activity of officers, agents or employees of RWA or the Participants when performing their respective functions for those agencies will, to the extent permitted by law, apply to them to the same degree and extent while engaged in the performance of any of the functions and other duties under this Agreement. It is further understood and agreed by RWA and the Participants that, notwithstanding anything contained herein, the employees of RWA and of each Participant shall continue to be entirely and excl usively under the direction, supervision and control of the employing party.

15. No Third-Party Beneficiary. RWA and the Participants understand and agree that this Agreement creates rights and obligations solely between RWA and the Participants and is not intended to benefit any other party. No provision of this Agreement shall in any way inure to the benefit of any third person so as to constitute any such third person as a third-party beneficiary of this Agreement or any of its items of conditions, or otherwise give rise to any cause of action in any person not a party hereto.

16. Liabilities. With respect to this Agreement, RWA and the Participants expressly agree that the debts, liabilities and obligations of RWA and of each Participant shall remain the deb ts, liabilities and obligations of that party alone and shall not be the debts, liabilities and obligations of any other party to this Agreement, except as may be otherwise set forth herein or in an amendment to this Agreement.

17. Audits and Accounting. All funds provided under this Agreement shall be separately accounted for and maintained, with books and records of such funding open to inspection by the Participants. Funding under this Agreement shall be subject to and consistent with the audit and accounting procedures set forth in Articles 27 and 28 of the RWA JPA.

18. General Provisions. Any notice to be given under this Agreement shall be made by:
(a) depositing in any United States Post Office, postage prepaid, and shall be deemed received at the expiration of 72 hours after its deposit; (b) transmission by facsimile copy; (c) transmission by

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electronic mail; or (d) personal delivery. This Agreement shall be governed by the laws of the State of California. The contact information for each Participant with respect to this section of the Agreement is set forth in Exhibit 3 (“Notice Information”). This Agreement may be executed by the parties in counterpart and by facsimile or PDF signatures, each of which when executed and delivered shall be an original and all of which together will constitute one and the same document.

19. Signatories’ Authority. The signatories to this Agreement represent that they have authority to execute this Agreement and to bind the Participant on whose behalf they execute it.

The foregoing Biological Opinion Services and Support Agreement is hereby agreed to by RWA and the Participants.

Dated: _________________, 2022

_________________________ _________________________
Jim Peifer Dan York
Executive Director Board Chair
Regional Water Authority Regional Water Authority

_____________________________ _________________________ Bill Busath Michael Peterson
City of Sacramento Sacramento County Water Agency

_________________________ _________________________
Jim Abercrombie Ansel Lundberg
El Dorado Irrigation District Sacramento Municipal Utility District

_________________________ _________________________
Ken Payne Dan York
El Dorado Irrigation District Sacramento Suburban Water District

_____________________________
Andy Fecko
Placer County Water Agency

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CITY OF FOLSOM, A Municipal Corporation:

________________________________________
Date

______________________________________
Elaine Andersen, City Manager

ATTEST:

________________________________________
Christa Freemantle, City Clerk Date

FUNDING AVAILABLE:

______________________________________
Stacey Tamagni, Finance Director Date

ORIGINAL APPROVED AS TO CONTENT:

________________________________________
Marcus Yasutake, Date Environmental & Water Resources Director

ORIGINAL APPROVED AS TO FORM:

______________________________________
Steven Wang, City Attorney Date

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CITY OF ROSEVILLE, a municipal corporation

BY: ____________________________

DOMINICK CASEY
City Manager

ATTEST:

BY: ____________________________

CARMEN AVALOS
City Clerk

APPROVED AS TO FORM:

BY: ____________________________

MICHELLE SHEIDENBERGER
City Attorney

APPROVED AS TO SUBSTANCE:

BY: ____________________________

RICHARD PLECKER
Environmental Utilities Director

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List of Agreement Exhibits

Exhibit 1 – Program Participants
Exhibit 2 – Financing Plan
Exhibit 3 – Notice Information

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EXHIBIT 1

PROGRAM PARTICIPANTS

REGIONAL WATER AUTHORITY

BIOLOGICAL OPINION SERVICES AND SUPPORT PROGRAM
Agency (Proposed)

City of Folsom
City of Roseville
City of Sacramento
El Dorado Irrigation District
El Dorado Water Agency
Placer County Water Agency
Sacramento County Water Agency
Sacramento Municipal Utility District
Sacramento Suburban Water District

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EXHIBIT 2

FINANCING PLAN

REGIONAL WATER AUTHORITY

BIOLOGICAL OPINION SERVICES AND SUPPORT PROGRAM
The fee for each Participant is shown in the table below. A Participant’s fee will not be increased without the approval of that Participant.

Proposed Fee Table

Agency Total Fee
City of Folsom $95,750
City of Roseville $95,750
City of Sacramento $95,750
El Dorado Irrigation District $95,750
El Dorado Water Agency $95,750
Placer County Water Agency $95,750
Sacramento County Water Agency $95,750
Sacramento Municipal Utility District $95,750
Sacramento Suburban Water District $95,750
Total $861,750

EXHIBIT 3

NOTICE INFORMATION

REGIONAL WATER AUTHORITY

BIOLOGICAL OPINION SERVICES AND SUPPORT PROGRAM

City of Folsom
Attn: Marcus Yasutake
50 Natoma Street
Folsom, CA 95630
Phone: (916) 461-6161
Email: [email protected]

City of Roseville
Attn: Sean Bigley
2005 Hilltop Circle
Roseville, CA 95747
Phone: (916) 774-5513
Email: [email protected]

City of Sacramento
Attn: Bill Busath
1395 35th Avenue
Sacramento, CA 95822
Phone: (916) 808-1434
Email: [email protected]

El Dorado Irrigation District
Attn: Jim Abercrombie
280 Mosquito Road
Placerville, CA 95667
Phone: (530) 622-4513
Email: [email protected]

El Dorado Water Agency
Attn: Ken Payne
4330 Golden Center Drive, Suite C
Placerville, CA 95667
Phone: (530) 672-6721
Email: [email protected]

Placer County Water Agency
Attn: Andy Fecko
144 Ferguson Road
Auburn, CA 95603
Phone: (530) 823-4965
Email: [email protected]

Sacramento County Water Agency
Attn: Kerry Schmitz
827 7th Street, Room 301
Sacramento, CA 95814
Phone: (916) 874-4681
Email: [email protected]

Sacramento Suburban Water District
Attn: Dan York
3701 Marconi #100
Sacramento, CA 95821
Phone: (916) 679-3973
Email: [email protected]

Sacramento Municipal Utility District
Attn: Ansel Lundberg
6301 S Street
Mail Stop A-404
Sacramento, CA 95817-1899
Phone: (916) 732-6919
Email: [email protected]

Regional Water Authority
Attn: James Peifer
5620 Birdcage Street, Suite 180
Citrus Heights, CA 95610
Phone: (916) 967-7692
Email: [email protected]

7/19/2022
7/19/2022

COUNCIL COMMUNICATION
CC #:
2319
File #:
0721-05
Title:

Dry Creek Greenway East Trail Project – Agreement for Sale of Conservation Credits
Contact:

Cathy Gosalvez 916-746-1300 [email protected]

Meeting Date: 9/21/2022
Item #: 6.10.

RECOMMENDATION TO COUNCIL
Staff recommends that the City Council adopt a resolution authorizing the City Manager to execute an Agreement for Sale of Conservation Credits from Riparian Ranch, LLC in the amount of $267,200 as mitigation for impacts to riparian and salmonid habitat.

BACKGROUND
The Dry Creek Greenway East Trail Project, approved by Council in March of 2019, entails construction of a 4.25-mile multi-use trail from the existing Saugstad Park/Royer Park trail to the City of Roseville limits just past the intersection of Old Auburn Road and South Cirby Way.

The
project is identified as a proposed Class I bikeway in the City of Roseville General Plan and Bicycle Master Plan.

Among other features, the project includes the construction of four new or modified bridges for stream crossings, and associated streambank stabilization. The proposed paved trail will be 10- feet wide with two-foot shoulders on either side for a total width of 14 feet.

The project has been designed to minimize effects on biological resources. However, the project will have an impact to the riparian habitat along segments of the Dry Creek corridor. As a result, the City obtained a permit from the National Marine Fisheries Service (NMFS) for the construction of the project.

To compensate for the permanent loss of 0.09 acres of riparian habitat, the permit requires the purchase of 0.6 acres of riparian floodplain forest/salmonid habitat non shaded riverine aquatic (Non SRA) restoration conservation credits and 1.07 riparian floodplain forest/salmonid (SRA) conservation credits at an approved Mitigation Bank. The cost of the required credits is $267,200.

FISCAL IMPACT
The Dry Creek Greenway East Trail Project is fully funded by federal, state and local sources:

Solutions for Congested Corridors (SCCP), Active Transportation Program (ATP), Congestion Mitigation and Air Quality (CMAQ), and Local Transportation (LTF) Funds. No General Fund resources will be used for the project.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment (CEQA Guidelines §15061(b)(3). The proposed purchase of mitigation/conservation credits does not include the potential for a significant environmental effect, and therefore is not subject to CEQA. CEQA compliance for the proposed trail project was completed in March 2019.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal C - Maintain a safe and healthy community
Goal E - Deliver exceptional city services
Goal F - Invest in well-planned infrastructure and growth

Respectfully Submitted,
Cathy Gosalvez, Associate Engineer
Jason Shykowski, Public Works Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Location Map
Resolution 22-368
Agreement
Ascent Environmental 3 Project Description
City of Roseville
Dry Creek Greenway East Trail Project Draft EIR 3-3
Pr oject Location Dry Creek Greenway East Trail
RESOLUTION NO. 22-368

APPROVING AN AGREEMENT FOR SALE OF CONSERVATION CREDITS, BY AND

BETWEEN THE CITY OF ROSEVILLE AND RIPARIAN RANCH, LLC, AND

AUTHORIZING THE CITY MANAGER TO EXECUTE IT ON BEHALF OF

THE CITY OF ROSEVILLE

WHEREAS, an Agreement for Sale of Conservation Credits for the Dry Creek Greenway Trail Project, Phase 1, by and between the City of Roseville and Riparian Ranch, LLC, has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2022, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

______________________________
MAYOR

ATTEST:

________________________
City Clerk

COUNCIL COMMUNICATION
CC #:
2318
File #:
0800-04
Title:

Electrical Engineering Services - On-Call Professional Design Services Agreements Contact:

Rjahja Canlas 916-774-5740 [email protected]

Meeting Date: 9/21/2022
Item #: 6.11.

RECOMMENDATION TO COUNCIL
Staff recommends Council adopt resolutions to approve professional design services agreements for on-call electrical engineering services with Capital Engineering Consultants, Inc. and GLUMAC.

Additionally, staff requests authorization for the City Manager or his designee to execute two additional one-year renewals without further City Council approval, provided that the applicable budget is approved by the City Council each year, or until City staff determines that continuing with the same vendor is not in the City’s best interest.

BACKGROUND
The Public Works Facility Services Division maintains, repairs, and rehabilitates 1.35 million square feet of City facilities. A majority of the capital rehabilitation and capital improvement projects require design services from either licensed architects or professional engineers. In April of 2022, a Request for Proposals was issued soliciting proposals for On-Call Electrical Engineering Services. A total of 8 proposals were received. After a panel review, and based on the firm’s experience, qualifications of the team, and understanding of the RFP, two firms were selected and are being recommended for approval of an on-call professional design services agreement. The intent is to utilize these electrical engineering professional design services agreements to meet project demands. The on-call agreements will allow for more responsiveness to the City’s needs along with greater quality control. The on-call agreements do not guarantee an annual amount of work and will be in place on an “as-needed” basis. The initial term (approximately 3 years) commences on the date of award and runs through June 30, 2025.

FISCAL IMPACT
The authorization for the initial term is a not-to-exceed amount of $450,000. The authorization for the two optional one-year renewals is a not-to-exceed amount of $150,000 per year.

Work
performed under these agreements will utilize capital rehabilitation funds and/or capital improvement project funds in the approved City budget.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. Approval of professional design services agreements meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth

Respectfully Submitted,
Rjahja Canlas, Design & Construction Project Manager
Jason Shykowski, Public Works Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 22-366
PDSA Capital Engineering
Resolution 22-367

PDSA GLUMAC
RESOLUTION NO. 22-366

APPROVING A PROFESSIONAL DESIGN SERVICES AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND CAPITAL ENGINEERING CONSULTANTS, INC., AND

AUTHORIZING THE CITY MANAGER TO EXECUTE IT ON BEHALF OF

THE CITY OF ROSEVILLE

WHEREAS, a professional design services agreement regarding on-call electrical engineering services, by and between the City of Roseville and Capital Engineering Consultants, Inc., has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

BE IT FURTHER RESOLVED that the City Manager or his designee is authorized to execute two (2) additional one (1) year renewals without further City Council approval, provided that the applicable budget is approved by the City Council each year, or until City staff determines that continuing with the same vendor is not in the City’s best interest.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2022, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

______________________________
MAYOR

ATTEST:

________________________
City Clerk

RESOLUTION NO. 22-367

APPROVING A PROFESSIONAL DESIGN SERVICES AGREEMENT, BY AND BETWEEN

THE CITY OF ROSEVILLE AND GLUMAC, AND AUTHORIZING THE CITY MANAGER

TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a professional design services agreement regarding on-call electrical engineering services, by and between the City of Roseville and GLUMAC, has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2022, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

______________________________
MAYOR

ATTEST:

________________________
City Clerk

[\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D029\P004\00069156.DOCX ;08/12/2022]

ON-CALL PROFESSIONAL DESIGN SERVICES AGREEMENT
Electrical Engineering Services
THIS AGREEMENT is made and entered into this ___ day of ________________, 20__, by and between the City of Roseville, a municipal corporation (“CITY”), and GLUMAC, a California corporation (“CONSULTANT”); and
W I T N E S S E T H:

WHEREAS, CITY issued Request for Proposal # 01-053 for professional services consisting of on-call electrical engineering services; and WHEREAS, CONSULTANT has prepared a response to the Request for Proposal dated April 18, 2022, which describes the scope of services to be performed by CONSULTANT, and the hourly rates for performance of such services; and
WHEREAS, CONSULTANT is qualified and experienced to provide such professional services on an on-call basis.

NOW, THEREFORE, the parties agree as follows:

1. Term. The term of this Agreement shall commence upon execution and expire on June 30, 2025. The City Manager may, in his or her discretion, elect to extend the Agreement in one (1) year increments for up to an additional two (2) years by giving CONSULTANT thirty (30) days advance written notice of each optional one (1) year renewal. Such extensions shall be memorialized by a written amendment to this Agreement.
[\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D029\P004\00069156.DOCX; 08/12/2022] 2 2. Services. CONSULTANT shall perform, at the direction of CITY, the scope of the on-call services as described in EXHIBIT “A,” attached hereto and incorporated herein by this reference. Individual tasks will be awarded by CITY on an as-needed basis. CITY may assign work to one or more consultants from an approved qualified list. CITY reserves the right to unilaterally assign work to any consultant as it deems prudent or, if no services are required, no work. CITY makes no specific guarantee of a minimum or maximum number of hours or amount of tasks or services, which shall be required of any single consultant. In addition, the inclusion of any consultant on any qualified list, if so utilized by CITY, shall in no way be considered an exclusive agreement to provide service for CITY.

3. Compensation. For its services provided hereunder, CONSULTANT shall be compensated on a time and expense basis in accordance with the hourly rates as described in EXHIBIT “B,” attached hereto and incorporated herein by this reference. Any proposed increase in the effective rates for future services must be preceded by at least a 90-day written notice to the contracting department. Total compensation shall not exceed four hundred fifty thousand dollars ($450,000) for the initial term of the Agreement. Compensation for optional renewal years of this Agreement shall not exceed one hundred fifty thousand dollars ($150,000) per year.

Adjustment to the total compensation per year shall require a written amendment to this Agreement, subject to approval by the City Council.

CONSULTANT shall submit one monthly invoice for its services. Such invoices shall be delineated by task, the person performing the services, and the hourly rate, which shall be stated in time increments of not greater than one tenth (1/10) hours. CITY shall pay invoices within thirty (30) days after receipt, if the services specified in the invoice have been satisfactorily completed.
[\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D029\P004\00069156.DOCX; 08/12/2022] 3 CONSULTANT shall maintain billing rates from the date of award through December 31, 2023. For subsequent calendar years, CITY may consider renegotiating billing rates.

CONSULTANT shall submit any proposed billing rate changes to CITY for review by December 1st of each year.

4. Indemnification. To the fullest extent allowed by law, CONSULTANT agrees to indemnify, including the cost to defend CITY, and its officers, agents, employees and volunteers from any and all claims, demands, costs or liability to the extent caused by the negligence, recklessness, or willful misconduct of CONSULTANT and its agents in the performance of services under this contract. This indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by CITY or the agents, servants, or independent contractors who are directly responsible to CITY, or arising from the active negligence of CITY.

Notwithstanding any terms of this section, indemnification and defense obligations shall conform to California Civil Code Section 2782.8.

CONSULTANT agrees to defend and indemnify CITY if, despite the parties intent and practice, any venue, agency, or court with competent jurisdiction determines that CONSULTANT and/or any of its agents, officers, employees, volunteers, independent contractors, or subcontractors, are characterized as employee(s) of CITY.

CONSULTANT’s responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnity obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.

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4 5. Insurance. CONSULTANT agrees to continuously maintain, in full force and effect, the following minimum policies of insurance during the term of this Agreement.

COVERAGE LIMITS OF LIABILITY

Workers’ Compensation Statutory

Commercial General Liability $2,000,000 each occurrence $4,000,000 aggregate
Personal Injury:
$2,000,000 each occurrence
$4,000,000 aggregate

Automobile Liability $1,000,000 combined single limit

Professional Liability (errors and $2,000,000 per claim omissions) $4,000,000 aggregate

a. Form. CONSULTANT shall submit a certificate evidencing such coverage for the period covered by this Agreement in a form satisfactory to Risk Management and the City Attorney, prior to undertaking any work hereunder. Any insurance written on a claims made basis is subject to the approval of Risk Management and the City Attorney. b. Additional Insureds. CONSULTANT shall also provide a separate endorsement form or section of the policy showing CITY, its officers, agents, employees and volunteers as additional insureds for each type of coverage, except for Workers’ Compensation and Professional Liability. Such insurance shall specifically cover the contractual liability of CONSULTANT. The additional insured coverage under the CONSULTANT’s policy shall be primary and noncontributory, as evidenced by a separate endorsement or section of the policy, and shall not seek contribution from CITY’s insurance or self-insurance. In addition, the additional insured coverage shall be at least as broad as the Insurance Services Office (“ISO”) CG 20 01 Endorsement.

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5 c. Cancellation/Modification. CONSULTANT shall provide ten (10) days written notice to CITY prior to cancellation or modification of any insurance required by this Agreement.
d. Umbrella/Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and excess insurance. Any excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract) before CITY’s own insurance shall be called upon to protect it as a named insured. e. Subcontractors. CONSULTANT agrees to include in its contracts with all subcontractors the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, to the extent they apply to the scope of the subcontractor’s work.

Furthermore, CONSULTANT shall require its subcontractors to agree to be bound to CONSULTANT and CITY in the same manner and to the same extent as CONSULTANT is bound to CITY under this Agreement. Additionally, CONSULTANT shall obligate its subcontractors to comply with these same provisions with respect to any tertiary subcontractor, regardless of tier. A copy of CITY’s indemnity and insurance provisions will be furnished to the subcontractor or tertiary subcontractor upon request.
f. Self-Insured Retentions. All self-insured retentions (“SIR”) must be disclosed to Risk Management for approval and shall not reduce the limits of liability.

Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements. The failure to exercise this right shall not constitute a waiver of such right.

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6 g. Waiver of Subrogation. CONSULTANT hereby agrees to waive subrogation which any insurer of CONSULTANT may acquire from CONSULTANT by virtue of the payment of any loss under a Workers Compensation, Commercial General Liability or Automobile Liability policy. All Workers Compensation, Commercial General Liability and Automobile Liability policies shall be endorsed with a waiver of subrogation in favor of CITY, its officers, agents, employees and volunteers for all worked performed by CONSULTANT, its employees, agents and subcontractors.
h. Liability/Remedies. To the fullest extent permitted by law, the total liability, in the aggregate, of CONSULTANT, CONSULTANT’s officers, directors, partners, employees, agents, and subconsultants, to CITY, and anyone claiming by, through, or under CITY for any claims, losses, costs, or damages whatsoever arising out of, resulting from or in any way related to this project or Agreement from any cause or cases, including but not limited to negligence, professional errors and omissions, strict liability, breach of contract, or breach of warranty, shall not exceed the required limits of insurance in this Agreement. The liability limit in this section will not apply to any claim, damage or liability due to gross negligence or willful misconduct. CITY further covenants that it will not, under any circumstances, bring a lawsuit, demand, or claim of any kind against CONSULTANT’s individual employees, officers, directors or agents and that CITY’s sole remedy will be against CONSULTANT.

6. Records. CONSULTANT and its subcontractors shall maintain all files and records relating to the services performed hereunder during the term of this Agreement and for a period of not less than one (1) year after the date of termination or expiration. Provided, however, that in the event of litigation or settlement of claims arising from the performance of this Agreement, CONSULTANT and its subcontractors shall maintain all files and records until

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7 such litigation, appeals or claims are resolved. Duly authorized representatives of CITY shall have right of access during normal business hours and after reasonable notice to CONSULTANT’s and subcontractors’ files and records relating to the services performed hereunder, and may review and copy the files and records at appropriate stages during performance of the services and during the one (1) year period following termination or expiration of this Agreement. CONSULTANT shall include this provisions in its contracts with all subcontractors.

7. Prevailing Wages. When applicable, for purposes of this Agreement, CONSULTANT and its subcontractors shall comply with all applicable prevailing wage laws, e.g., but not limited to, California Labor Code Sections 1770 et seq. In accordance with said Section 1775, CONSULTANT shall forfeit as a penalty to the City two hundred dollars ($200) for each calendar day or portion thereof for each worker paid less than the prevailing rates for such work or craft in which such worker is employed for any work done on-site under the Agreement by CONSULTANT or by any subcontractor in violation of the provisions of the Labor Code and in particular, Labor Code Sections 1770 to 1780, inclusive. In addition to said penalty and pursuant to said Section 1775, the difference between such stipulated prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the stipulated prevailing wage shall be paid to each worker by CONSULTANT or the applicable subcontractor.

Pursuant to the provisions of California Labor Code Section 1773, the contracting department has identified the source, stated below, of the general prevailing rate of wages applicable to the site to be done, for straight time, overtime, and holiday work. The holiday wage rate listed shall be applicable to all holidays recognized in the collective bargaining

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8 agreement of the particular craft, classification or type of worker concerned. These wage rates may be obtained from the State Department of Industrial Relations and/or the following website address: http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm.

Pursuant to Labor Code Section 1773.2, general prevailing wage rates set forth above, which forms a part of this Agreement, shall be posted by CONSULTANT at a prominent place at the work site. Prevailing wage rates to be posted at the work site will be furnished by the contracting department. The possibility of wage increases is one of the elements to be considered by CONSULTANT in determining its proposal, and will not under any circumstances be considered as the basis of a claim against CITY or the Agreement.

8. Contractor Registration. No contractor or subcontractor may work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. During the performance of this Agreement, CONSULTANT and its subcontractors shall have a continuing legal obligation to maintain current registration with the Department of Industrial Relations. CONSULTANT is hereby notified that this Agreement is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

9. Time is of the Essence. CONSULTANT shall perform its services to meet the schedule as expeditiously as is consistent with the exercise of professional skill and care and the orderly progress of the project. In no event will CONSULTANT be responsible for damages due to delays beyond CONSULTANT’s reasonable control. 10. Compliance with Laws.

CONSULTANT shall comply with all federal, state and local laws, ordinances and policies as may be applicable to the performance of services under this Agreement.

11. Ability to Perform. CONSULTANT agrees and represents that it has the time, ability and professional expertise to perform the services required under this Agreement.

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9 12. Governing Agreement. In the event of any conflict between this Agreement and its EXHIBITS, the provisions of this Agreement shall govern. In the event of any conflict between any of the EXHIBITS, the provisions of the first in order of attachment shall govern.

13. Assignment. CONSULTANT is employed to perform unique personal services.

CONSULTANT shall not assign this Agreement without the prior written consent of CITY.

CONSULTANT shall not employ or otherwise incur any obligation to pay other specialists or experts for services in connection with this Agreement, without prior written consent of CITY.

14. Independent Contractor. CONSULTANT, inclusive of its agents, officers, employees, volunteers, independent contractors, and subcontractors, shall act as an independent contractor, and covenants and agrees that it will conduct itself consistent with such status, that it will neither hold itself out as, nor claim to be, an officer or employee of CITY by reason of this Agreement.

CONSULTANT and CITY agree that: (a) CONSULTANT is free from the control and direction of CITY in connection with the performance of the work; (b) CONSULTANT is providing services directly to CITY; (c) CONSULTANT has and will maintain at all relevant times a business license; (d) CONSULTANT maintains a business location that is separate from CITY; (e) CONSULTANT is customarily engaged in an independently established business of the same nature as that involved in the work performed hereunder; (f) CONSULTANT actually contracts with other businesses to provide the same or similar services and maintains a clientele without restrictions from CITY; (g) CONSULTANT advertises and holds itself out to the public as available to provide the same or similar services; (h) CONSULTANT provides its own tools, vehicles, and equipment to perform the services; (i) CONSULTANT has negotiated its own rates; (j) CONSULTANT set its own hours and location

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10 of work in accomplishing CITY’s on-call needs; and (k) CONSULTANT has the right to control the manner and means of accomplishing the result desired and exercises its own expert independent judgement.

15. Representations and Warranties. CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working for CONSULTANT, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY shall have the right to terminate as void this Agreement, without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.

16. Successors in Interest. This Agreement shall be binding upon the heirs, successors, executors, administrators and assigns of the respective parties hereto.

17. Copyright, Ownership and Use of Materials. All tangible material (“Material”) created or delivered pursuant to this Agreement is considered a work made for hire under the Copyright Act. To the extent such Material does not qualify as a work made for hire, CONSULTANT hereby assigns to CITY all right, title, and interest, including but not limited to all copyrights, in all Material created by CONSULTANT in its performance under this Agreement. Material constitutes the scope of work outlined in Exhibit A and attached hereto, and all written and other tangible expressions, including but not limited to, drawings (including computer aided drawings), papers, documents, reports, surveys, renderings, exhibits, sketches, maps, models, prints, paintings or photographs, in any and all media or formats in which such

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11 materials have been created or are maintained. All Material furnished by CONSULTANT is, and shall remain, the property of CITY.

CONSULTANT shall execute any documents necessary to effectuate such assignment. In the event that CONSULTANT uses, employs, designates, or retains any person or entity who is not an employee of CONSULTANT, to perform any work required of it pursuant to this Agreement, CONSULTANT shall require said person or entity to execute an agreement containing the preceding paragraph.

18. Termination of Agreement. CITY may terminate this Agreement without cause by giving CONSULTANT ten (10) days advance written notice from the City Manager.

CONSULTANT may terminate this Agreement without cause by giving CITY thirty (30) days advance written notice. CONSULTANT understands that continuation of this Agreement past June 30th of any given year is contingent upon appropriation of funds for such purpose in the budget of the City of Roseville in the sole discretion of the City Council. In the event of termination through no fault of CONSULTANT, CITY shall compensate CONSULTANT for services performed as of the date of termination, upon the release to CITY of all Material hereunder, in any and all media or formats in which such materials have been created or are maintained. CITY retains the right to receive and use any MATERIAL, notwithstanding any termination or any dispute regarding the amount to be paid.

19. Attorney’s Fees; Venue; Governing Law. If either party commences any legal action against the other party arising out of this Agreement or the performance hereof, the prevailing party in such action shall be entitled to recover its reasonable litigation expenses, including but not limited to, court costs, expert witness fees, discovery expenses, and attorney’s fees. Any action arising out of this Agreement shall be brought in Placer County, California,

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12 regardless of where else venue may lie. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

20. Modification. This Agreement and each provision contained herein may be waived, amended, supplemented or eliminated only by mutual written agreement of the parties.

21. Severability. If any of the provisions contained in this Agreement are for any reason held invalid or unenforceable, such holding shall not affect the remaining provisions or the validity and enforceability of the Agreement as a whole.

22. Notices. Any notices to parties required by this Agreement shall be delivered personally or mailed, U.S. first class postage prepaid, addressed as follows:

CITY OF ROSEVILLE CONSULTANT

Rjahja Canlas Neil Steiner
Design & Construction Project Manager PE, Principal
2005 Hilltop Circle 910 Glenn Drive
Roseville, CA 95747 Folsom, CA 95630

Either party may amend its address for notice by giving notice to the other party in writing.

23. Standard of Care. CONSULTANT shall perform its services consistent with the professional skill and care ordinarily provided by engineers practicing in the same or similar locality under the same or similar circumstances. CONSULTANT shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the project. CONSULTANT makes no other representations or warranties, whether expressed or implied, with respect to the services rendered hereunder.

24. Waiver of Liquidated and/or Consequential Damages. CITY and CONSULTANT waive all liquidated and/or consequential or special damages, including, but not limited to, loss of use, profits, revenue, business opportunity, or production, for claims, disputes, or other matters arising out of or relating to the Agreement or the services provided by [\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D029\P004\00069156.DOCX; 08/12/2022] 13 CONSULTANT, regardless of whether such claim or dispute upon breach of contract, willful misconduct or negligent act or omission of either of them or their employees, agents, subconsultants, or other legal theory, even if the affected party has knowledge of the possibility of such damages. This mutual waiver shall survive termination or completion of this Agreement.

25. Integrated Agreement. This is an integrated agreement and contains all of the terms, considerations, understanding and promises of the parties. It shall be read as a whole.

IN WITNESS WHEREOF, the City of Roseville, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attested to by its City Clerk under the authority of Resolution No. ______, adopted by the Council of the City of Roseville on the ___ day of ____________, 20__, and CONSULTANT has caused this Agreement to be executed.

CITY OF ROSEVILLE, a GLUMAC, a California corporation
municipal corporation
BY:_______________________________ BY: _______________________________ DOMINICK CASEY its: ________________________________
City Manager
and
ATTEST:

BY: _______________________________
its: ________________________________
BY: _______________________________

CARMEN AVALOS
City Clerk
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
Preston Hopson, Secretary
Dennis Berlien, President

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14 APPROVED AS TO FORM:

BY: _______________________________

MICHELLE SHEIDENBERGER
City Attorney

APPROVED AS TO SUBSTANCE:

BY: ________________________________

JASON SHYKOWSKI
Public Works Director

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EXHIBIT “A”

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EXHIBIT “B”

COUNCIL COMMUNICATION
CC #:
2316
File #:
0800-04
Title:

Mechanical Engineering Services - On-Call Professional Design Services Agreements
Contact:

Rjahja Canlas 916-774-5740 [email protected]

Meeting Date: 9/21/2022
Item #: 6.12.

RECOMMENDATION TO COUNCIL
Staff recommends Council adopt resolutions to approve professional design services agreements for on-call mechanical engineering services with Capital Engineering Consultants, Inc. and GLUMAC.

BACKGROUND
The Public Works Department's Facility Services Division maintains, repairs, and rehabilitates

1.35 million square feet of City facilities. A majority of the capital rehabilitation and capital improvement projects require design services from either licensed architects or professional engineers. In April of 2022, staff issued a Request for Proposals soliciting responses for On-Call Mechanical Engineering Services. A total of 6 proposals were received. After a panel review, and based on the firm’s experience, qualifications of the team, and understanding of the RFP, two firms were selected and are being recommended for approval of an on-call professional design services agreement. The intent is to utilize these mechanical engineering professional design services agreements to meet project demands. The on-call agreements will allow for more responsiveness to the City’s needs along with greater quality control. The on-call agreements do not guarantee an annual amount of work and will be in place on an “as-needed” basis. The initial term (approximately 3 years) commences on the date of award and runs through June 30, 2025.

FISCAL IMPACT
The authorization for the initial three year term is a not-to-exceed amount of $450,000. The authorization for the two optional one-year renewals is a not-to-exceed amount of $150,000 per year. Work performed under these agreements will utilize capital rehabilitation funds and/or capital improvement project funds in the approved City budget.

ENVIRONMENTAL REVIEW
The California Environmental Quality Act (CEQA) does not apply to activities that will not result in a direct or reasonably foreseeable indirect physical change in the environment, or is otherwise not considered a project as defined by CEQA Statute §21065 and CEQA State Guidelines §15060(c)(3) and §15378. Approval of professional design services agreements meets the above criteria and is not subject to CEQA. No additional environmental review is required.

CITY COUNCIL STRATEGIC PLAN/OVERARCHING GOALS
Goal F - Invest in well-planned infrastructure and growth

Respectfully Submitted,
Rjahja Canlas, Design & Construction Project Manager
Jason Shykowski, Public Works Director

_____________________________
Dominick Casey, City Manager
ATTACHMENTS:

Description
Resolution 22-363
PDSA - Capital Engineering
Resolution 22-364

PDSA - GLUMAC
RESOLUTION NO. 22-363

APPROVING A PROFESSIONAL DESIGN SERVICES AGREEMENT, BY AND BETWEEN THE CITY OF ROSEVILLE AND CAPITAL ENGINEERING CONSULTANTS, INC., AND

AUTHORIZING THE CITY MANAGER TO EXECUTE IT ON BEHALF OF

THE CITY OF ROSEVILLE

WHEREAS, a professional design services agreement regarding on-call mechanical engineering services, by and between the City of Roseville and Capital Engineering Consultants, Inc., has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2022, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

______________________________
MAYOR

ATTEST:

________________________
City Clerk

RESOLUTION NO. 22-364

APPROVING A PROFESSIONAL DESIGN SERVICES AGREEMENT, BY AND BETWEEN

THE CITY OF ROSEVILLE AND GLUMAC, AND AUTHORIZING THE CITY MANAGER

TO EXECUTE IT ON BEHALF OF THE CITY OF ROSEVILLE

WHEREAS, a professional design services agreement regarding on-call mechanical engineering services, by and between the City of Roseville and GLUMAC, has been reviewed by the City Council; and

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Roseville that said agreement is hereby approved and that the City Manager is authorized to execute it on behalf of the City of Roseville.

PASSED AND ADOPTED by the Council of the City of Roseville this ___ day of ______________, 2022, by the following vote on roll call:

AYES COUNCILMEMBERS:

NOES COUNCILMEMBERS:

ABSENT COUNCILMEMBERS:

______________________________
MAYOR

ATTEST:

________________________
City Clerk

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ON-CALL PROFESSIONAL DESIGN SERVICES AGREEMENT
Mechanical Engineering Services
THIS AGREEMENT is made and entered into this ___ day of ________________, 20__, by and between the City of Roseville, a municipal corporation (“CITY”), and GLUMAC, a California corporation (“CONSULTANT”); and
W I T N E S S E T H:

WHEREAS, CITY issued Request for Proposal # 01-053 for professional services consisting of on-call mechanical engineering services; and WHEREAS, CONSULTANT has prepared a response to the Request for Proposal dated April 18, 2022, which describes the scope of services to be performed by CONSULTANT, and the hourly rates for performance of such services; and
WHEREAS, CONSULTANT is qualified and experienced to provide such professional services on an on-call basis.

NOW, THEREFORE, the parties agree as follows:

1. Term. The term of this Agreement shall commence upon execution and expire on June 30, 2025. The City Manager may, in his or her discretion, elect to extend the Agreement in one (1) year increments for up to an additional two (2) years by giving CONSULTANT thirty (30) days advance written notice of each optional one (1) year renewal. Such extensions shall be memorialized by a written amendment to this Agreement.
[\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D012\P004\00069370.DOCX; 08/12/2022] 2 2. Services. CONSULTANT shall perform, at the direction of CITY, the scope of the on-call services as described in EXHIBIT “A,” attached hereto and incorporated herein by this reference. Individual tasks will be awarded by CITY on an as-needed basis. CITY may assign work to one or more consultants from an approved qualified list. CITY reserves the right to unilaterally assign work to any consultant as it deems prudent or, if no services are required, no work. CITY makes no specific guarantee of a minimum or maximum number of hours or amount of tasks or services, which shall be required of any single consultant. In addition, the inclusion of any consultant on any qualified list, if so utilized by CITY, shall in no way be considered an exclusive agreement to provide service for CITY.

Adjustment to the total compensation per year shall require a written amendment to this Agreement, subject to approval by the City Council.

CONSULTANT shall submit one monthly invoice for its services. Such invoices shall be delineated by task, the person performing the services, and the hourly rate, which shall be stated in time increments of not greater than one tenth (1/10) hours. CITY shall pay invoices within thirty (30) days after receipt, if the services specified in the invoice have been satisfactorily completed.
[\\Rosenet\rosenetdfs\CITY ATTORNEY\CYCOM\WPDOCS\D012\P004\00069370.DOCX; 08/12/2022] 3 CONSULTANT shall maintain billing rates from the date of award through December 31, 2023. For subsequent calendar years, CITY may consider renegotiating billing rates.

CONSULTANT shall submit any proposed billing rate changes to CITY for review by December 1st of each year.

Notwithstanding any terms of this section, indemnification and defense obligations shall conform to California Civil Code Section 2782.8.

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