AGREEMENT
FOR PROFESSIONAL SERVICES FOR
ENVIRONMENTAL CONSULTANTS/
CONTRACTORS BETWEEN
THE CITY OF SALINAS AND CAROLLO
ENGINEERS, INC
Contents
RECITALS ................................................................................................................................. 1 TERMS ....................................................................................................................................... 1
1. Scope of Service. ................................................................................................................. 1
2. Term; Completion Schedule. ............................................................................................... 1
3. Compensation ...................................................................................................................... 1
4. Billing .................................................................................................................................. 1
5. Meet and Confer. ................................................................................................................. 2
6. Additional Copies. ............................................................................................................... 2
7. Responsibility of Consultant. ............................................................................................... 2
8. Responsibility of City. ......................................................................................................... 2
9. Acceptance of Work Not a Release. .................................................................................... 3
10. Indemnification and Hold Harmless. ................................................................................... 3
11. Insurance. ............................................................................................................................. 3
12. Access to Records. ............................................................................................................... 3
13. Assignment. ......................................................................................................................... 3
14. Changes to Scope of Work. ................................................................................................. 4
15. Ownership of Documents. ................................................................................................... 4
16. Termination. ......................................................................................................................... 4
17. Compliance with Laws, Rules, and Regulations. ................................................................ 5
18. Exhibits Incorporated. .......................................................................................................... 5
19. Independent Contractor. ....................................................................................................... 5
20. Integration and Agreement. ................................................................................................. 5
21. Jurisdiction. .......................................................................................................................... 5
22. Severability. ......................................................................................................................... 6
23. Notices. ................................................................................................................................ 6
24. Nondiscrimination................................................................................................................ 6
25. Conflict of Interest. .............................................................................................................. 7
26. Headings. ............................................................................................................................. 7
27. Attorneys’ Fees .................................................................................................................... 7
28. Non-Exclusive Agreement. .................................................................................................. 7
29. Rights and Obligations Under Agreement. .......................................................................... 7
30. Licenses................................................................................................................................ 7
31. Counterparts. ........................................................................................................................ 7
32. Legal Representation. .......................................................................................................... 7
33. Joint Representation. ............................................................................................................ 8
34. Warranty of Authority.......................................................................................................... 8
35. No Waiver of Rights. ........................................................................................................... 8 Exhibit A- Insurance Requirements for Environmental Contractors and/or Consultants ........ 10 Exhibit B- Scope of Service ..................................................................................................... 13
Enviro. Prof. Services Agreement v. January 2021 Page 1 of 12 Carollo Engineers, Inc.
June 2022
AGREEMENT FOR PROFESSIONAL SERVICES FOR ENVIRONMENTAL
CONSULTANTS/CONTRACTORS BETWEEN
THE CITY OF SALINAS AND CAROLLO ENGINEERS INC
This Agreement for Professional Services (the “Agreement” and/or “Contract”) is made and entered into this 14th day of June, 2022, between the City of Salinas, a California Charter city and municipal corporation (hereinafter “City”), and Carollo Engineers, Inc., a Delaware corporation, (hereinafter “Consultant”).
RECITALS
WHEREAS, Consultant represents that he, she or it is specially trained, experienced, and competent to perform the special services which will be required by this Agreement; and
WHEREAS, Consultant is willing to render such professional services, as hereinafter defined, on the following terms and conditions.
NOW, THEREFORE, City and Consultant agree as follows:
TERMS
1. Scope of Service. The project contemplated and the scope of Consultant’s services are described in Exhibit B, attached hereto and incorporated herein by reference.
2. Term; Completion Schedule. This Agreement shall commence on June 14, 2022, and shall terminate on June 13, 2024, unless extended in writing by either party upon (30) days written notice. This Agreement may be extended only upon mutual written consent of the parties, and may be terminated only pursuant to the terms of this Agreement.
3. Compensation. City hereby agrees to pay Consultant for services rendered the City pursuant to this Agreement on a time and materials basis according to the rates of compensation set forth in Exhibit B. The total amount of compensation to be paid under this Agreement shall not exceed seven hundred thirty-four thousand dollars ($734,000).
4. Billing. Consultant shall submit to City an itemized invoice, prepared in a form satisfactory to City, describing its services and costs for the period covered by the invoice.
Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant’s bills shall include the following information to which such services cost or pertain:
(A) A brief description of services performed;
(B) The date the services were performed;
(C) The number of hours spent and by whom;
(D) A brief description of any costs incurred; and
(E) The Consultant’s signature.
Enviro. Prof. Services Agreement v. January 2021
Carollo Engineers, Inc.
June 2022
Any such invoices shall be in full accord with any and all applicable provisions of this Agreement.
City shall make payment on each such invoice within thirty (30) days of receipt; provided, however, that if Consultant submits an invoice which is incorrect, incomplete, or not in accord with the provisions of this Agreement, City shall not be obligated to process any payment to Consultant until thirty (30) days after a correct and complying invoice has been submitted by Consultant. The City shall process undisputed portion immediately.
5. Meet and Confer. Consultant agrees to meet and confer with City or its agents or employees with regard to services as set forth herein as may be required by the City to ensure timely and adequate performance of the Agreement.
6. Additional Copies. If City requires additional copies of reports, or any other material which Consultant is required to furnish as part of the services under this Agreement, Consultant shall provide such additional copies as are requested, and City shall compensate Consultant for the actual costs related to the production of such copies by Consultant.
7. Responsibility of Consultant. By executing this Agreement, Consultant agrees that the services to be provided and work to be performed under this Agreement shall be performed in a fully competent manner. By executing this Agreement, Consultant further agrees and represents to City that the Consultant possesses, or shall arrange to secure from others, all of the necessary professional capabilities, experience, resources, and facilities necessary to provide the City the services contemplated under this Agreement and that City relies upon the professional skills of Consultant to do and perform Consultant’s work. Consultant further agrees and represents that Consultant shall follow the current, generally accepted practices in this area to the profession to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding the projects for which the services are rendered under this Agreement.
8. Responsibility of City. To the extent appropriate to the projects to be completed by Consultant pursuant to this Agreement, City shall:
(A) Assist Consultant by placing at its disposal all available information pertinent to the projects, including but not limited to, previous reports and any other data relative to the projects. Nothing contained herein shall obligate City to incur any expense in connection with completion of studies or acquisition of information not otherwise in the possession of City.
(B) Examine all studies, reports, sketches, drawings, specifications, proposals, and other documents presented by Consultant, and render verbally or in writing as may be appropriate, decisions pertaining thereto within a reasonable time so as not to delay the services of Consultant.
(C) Steve Carrigan, City Manager, or his designee, shall act as City’s representative with respect to the work to be performed under this Agreement. Such person shall have the
Enviro. Prof. Services Agreement v. January 2021
Carollo Engineers, Inc.
June 2022
complete authority to transmit instructions, receive information, interpret and define City’s policies and decisions with respect to materials, equipment, elements, and systems pertinent to Consultant’s services. City may unilaterally change its representative upon notice to the Consultant.
(D) Give prompt written notice to Consultant whenever City observes or otherwise becomes aware of any defect in a project.
9. Acceptance of Work Not a Release. Acceptance by the City of the work to be performed under this Agreement does not operate as a release of Consultant from professional responsibility for the work performed.
10. Indemnification and Hold Harmless.
Consultant agrees to indemnify, including the cost to defend, City and its officers, officials, employees, and volunteers from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant and its employees or agents in the performance of services under this contract, but this indemnity does not apply to liability for damages arising from the sole negligence, active negligence, or willful acts of the City; and does not apply to any passive negligence of the City unless caused at least in part by the Design Professional. In no event shall the cost to defend charged to Consultant exceed Consultant’s proportionate percentage of fault.
Consultant shall not be responsible for warranties, guarantees, fitness for a particular purpose, breach of fiduciary duty, loss of anticipated profits or for economic, incidental, liquidated, or consequential damages to City or any third party arising out of breach of contract, delay, termination, or for professional negligence. Additionally, Consultant shall not be responsible for acts and decisions of third parties, including governmental agencies, other than Consultant’s subconsultants, that impact project completion and/or success.
11. Insurance.
Consultant shall procure and maintain for the duration of this Agreement insurance meeting the requirements specified in Exhibit A hereto.
12. Access to Records. Consultant shall maintain all preparatory books, records, documents, accounting ledgers, and similar materials including but not limited to calculation and survey notes relating to work performed for the City under this Agreement on file for at least three (3) years following the date of final payment to Consultant by City. Any duly authorized representative(s) of City shall have access to such records for the purpose of inspection, audit, and copying at reasonable times during Consultant’s usual and customary business hours.
Consultant shall provide proper facilities to City’s representative(s) for such access and inspection.
13. Assignment. It is recognized by the parties hereto that a substantial inducement to City for entering into this Agreement was, and is, the professional reputation and competence of
Enviro. Prof. Services Agreement v. January 2021
Carollo Engineers, Inc.
June 2022
Consultant. This Agreement is personal to Consultant and shall not be assigned by it without express written approval of the City.
14. Changes to Scope of Work. City may at any time, and upon a minimum of ten (10) days written notice, seek to modify the scope of services to be provided for any project to be completed under this Agreement. Consultant shall, upon receipt of said notice, determine the impact on both time and compensation of such change in scope and notify City in writing. Rate of compensation shall be based upon the Consultant’s rates shown in Exhibit B of this Agreement. Upon agreement between City and Consultant as to the extent of said impacts to time and compensation, an amendment to this Agreement shall be prepared describing such changes. Execution of the amendment by City and Consultant shall constitute the Consultant’s notice to proceed with the changed scope.
15. Ownership of Documents. Title to all final documents, including drawings, specifications, data, reports, summaries, correspondence, photographs, computer software (if purchased on the City’s behalf), video and audio tapes, software output, and any other materials with respect to work performed under this Agreement shall vest with City at such time as City has compensated Consultant, as provided herein, for the services rendered by Consultant in connection with which they were prepared. City agrees to hold harmless and indemnify the Consultant against all damages, claims, lawsuits, and losses of any kind including defense costs arising out of any use of said documents, drawings, and/or specifications on any other project without written authorization of the Consultant.
16. Termination.
(A) City shall have the authority to terminate this Agreement, upon written notice to Consultant, as follows:
(1) If in the City’s opinion the conduct of the Consultant is such that the interest of the City may be impaired or prejudiced, or
(2) For any reason whatsoever.
(B) Upon termination, Consultant shall be entitled to payment of such amount as fairly compensates Consultant for all work satisfactorily performed up to the date of termination based upon the Consultant’s rates shown in Exhibit B and/or Section 3 of this Agreement, except that:
(1) In the event of termination by the City for Consultant’s default, City shall deduct from the amount due Consultant the total amount of additional expenses incurred by City as a result of such default. Such deduction from amounts due Consultant are made to compensate City for its actual additional costs incurred in securing satisfactory performance of the terms of this Agreement, including but not limited to, costs of engaging another consultant(s) for such purposes. In the event that such additional expenses shall exceed amounts otherwise due and payable to Consultant hereunder, Consultant shall pay City the full amount of such expense.
Enviro. Prof. Services Agreement v. January 2021
Carollo Engineers, Inc.
June 2022
(C) In the event that this Agreement is terminated by City for any reason, Consultant shall: (1) Upon receipt of written notice of such termination promptly cease all services on this project, unless otherwise directed by City; and (2) Deliver to City all documents, data, reports, summaries, correspondence, photographs, computer software output, video and audio tapes, and any other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. Such material is to be delivered to City in completed form; however, notwithstanding the provisions of Section 15 herein, City may condition payment for services rendered to the date of termination upon Consultant’s delivery to the City of such material.
(D) In the event that this Agreement is terminated by City for any reason, City is hereby expressly permitted to assume the projects and complete them by any means, including but not limited to, an agreement with another party.
(E) The rights and remedy of the City and Consultant provided under this Section are not exclusive and are in addition to any other rights and remedies provided by law or appearing in any other section of this Agreement.
17. Compliance with Laws, Rules, and Regulations. Services performed by Consultant pursuant to this Agreement shall be performed in accordance and full compliance with all applicable federal, state, and City laws and any rules or regulations promulgated thereunder.
18. Exhibits Incorporated. All exhibits referred to in this Agreement and attached to it are hereby incorporated in it by this reference. In the event there is a conflict between any of the terms of this Agreement and any of the terms of any exhibit to the Agreement, the terms of the Agreement shall control the respective duties and liabilities of the parties.
19. Independent Contractor. It is expressly understood and agreed by both parties that Consultant, while engaged in carrying out and complying with any of the terms and conditions of this Agreement, is an independent contractor and not an employee of the City. Consultant expressly warrants not to represent, at any time or in any manner, that Consultant is an employee or servant of the City.
20. Integration and Agreement. This Agreement represents the entire understanding of City and Consultant as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters contained herein. This Agreement may not be modified or altered except by amendment in writing signed by both parties.
21. Jurisdiction. This Agreement shall be administered and interpreted under the laws of the State of California. Jurisdiction of litigation arising from this Agreement shall be in the State of California, in the County of Monterey or in the appropriate federal court with jurisdiction over the matter.
Enviro. Prof. Services Agreement v. January 2021
Carollo Engineers, Inc.
June 2022
22. Severability. If any part of this Agreement is found to be in conflict with applicable laws, such part shall be inoperative, null and void insofar as it is in conflict with said laws, but the remainder of the Agreement shall continue to be in full force and effect.
23. Notices.
(A) Written notices to the City hereunder shall, until further notice by City, be addressed to:
City Manager
City of Salinas
200 Lincoln Avenue
Salinas, California 93901
With a copy to:
City Attorney
City of Salinas
200 Lincoln Avenue
Salinas, California 93901
(B) Written notices to the Consultant shall, until further notice by the Consultant, be addressed to:
Lydia Holmes
Vice President
Carollo Engineers, Inc.
2795 Mitchell Drive
Walnut Creek, CA 94598
(925) 932-1710
(C) The execution of any such notices by the City Manager shall be effective as to Consultant as if it were by resolution or order of the City Council, and Consultant shall not question the authority of the City Manager to execute any such notice.
(D) All such notices shall either be delivered personally to the other party’s designee named above, or shall be deposited in the United States Mail, properly addressed as aforesaid, postage fully prepaid, and shall be effective the day following such deposit in the mail.
24. Nondiscrimination. During the performance of this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, creed, sex, national origin, familial status, sexual orientation, age (over 40 years) or disability. Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion,
Enviro. Prof. Services Agreement v. January 2021
Carollo Engineers, Inc.
June 2022
ancestry, creed, sex, national origin, familial status, sexual orientation, age (over 40 years) or disability.
25. Conflict of Interest. Consultant warrants and declares that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, in any manner or degree which will render the services required under the provisions of this Agreement a violation of any applicable local, state or federal law. Consultant further declares that, in the performance of this Agreement, no subcontractor or person having such an interest shall be employed. In the event that any conflict of interest should nevertheless hereinafter arise, Consultant shall promptly notify City of the existence of such conflict of interest so that City may determine whether to terminate this Agreement. Consultant further warrants its compliance with the Political Reform Act (Government Code section 81000 et seq.) and Salinas City Code Chapter 2A that apply to Consultant as the result of Consultant’s performance of the work or services pursuant to the terms of this Agreement.
26. Headings. The section headings appearing herein shall not be deemed to govern, limit, modify, or in any manner affect the scope, meaning or intent of the provisions of this Agreement.
27. Attorneys’ Fees. In case suit shall be brought to interpret or to enforce this Agreement, or because of the breach of any other covenant or provision herein contained, the prevailing party in such action shall be entitled to recover their reasonable attorneys’ fees in addition to such costs as may be allowed by the Court. City’s attorneys’ fees, if awarded, shall be calculated at the market rate.
28. Non-Exclusive Agreement. This Agreement is non-exclusive and both City and Consultant expressly reserves the right to contract with other entities for the same or similar services.
29. Rights and Obligations Under Agreement. By entering into this Agreement, the parties do not intend to create any obligations express or implied other than those set out herein; further, this Agreement shall not create any rights in any party not a signatory hereto.
30. Licenses. If a license of any kind, which term is intended to include evidence of registration, is required of Consultant, its representatives, agents or subcontractors by federal, state or local law, Consultant warrants that such license has been obtained, is valid and in good standing, and that any applicable bond posted in accordance with applicable laws and regulations.
31. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute a single agreement.
32. Legal Representation. Each party affirms that it has been represented by legal counsel of its own choosing regarding the preparation and the negotiation of this Agreement and the matters and claims set forth herein, and that each of them has read this Agreement and is fully aware of its contents and its legal effect. Neither party is relying on any statement of the other
Enviro. Prof. Services Agreement v. January 2021
Carollo Engineers, Inc.
June 2022
party outside the terms set forth in this Agreement as an inducement to enter into this Agreement.
33. Joint Representation. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any party. No presumptions or rules of interpretation based upon the identity of the party preparing or drafting the Agreement, or any part thereof, shall be applicable or invoked.
34. Warranty of Authority. Each party represents and warrants that it has the right, power, and authority to enter into this Agreement. Each party further represents and warrants that it has given any and all notices, and obtained any and all consents, powers, and authorities, necessary to permit it, and the persons entering into this Agreement for it, to enter into this Agreement.
35. No Waiver of Rights. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement. The failure to provide notice of any breach of this Agreement or failure to comply with any of the terms of this Agreement shall not constitute a waiver thereof.
Failure on the part of either party to enforce any provision of this Agreement shall not be construed as a waiver of the right to compel enforcement of such provision or any other provision. A waiver by the City of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement.
36. Delay. Consultant shall not be responsible for warranties, guarantees, fitness for a particular purpose, breach of fiduciary duty, loss of anticipated profits or for economic, incidental, liquidated, or consequential damages to City or any third party arising out of breach of contract, delay, termination, or for professional negligence. Additionally, Consultant shall not be responsible for acts and decisions of third parties, including governmental agencies, other than Consultant’s subconsultants, that impact project completion and/or success.
Enviro. Prof. Services Agreement v. January 2021
Carollo Engineers, Inc.
June 2022
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date first written above.
CITY OF SALINAS
__________________________________
Steve Carrigan
City Manager
APPROVED AS TO FORM:
_________________________________
□ Christopher A. Callihan, City Attorney or
□ Rhonda Combs, Assistant City Attorney
CONSULTANT
___________________________________
By: Lydia Holmes
Its: Vice President - Carollo Engineers
Anne E. Prudhel
Enviro. Prof. Services Agreement v. January 2021
Carollo Engineers, Inc.
June 2022
Exhibit A- Insurance Requirements for Environmental Contractors and/or Consultants
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, his agents, representatives, employees, or subcontractors. With respect to General Liability, Errors & Omissions, Contractor’s Pollution Liability, and/or Asbestos Pollution Liability, coverage should be maintained for a minimum of five (5) years after Contract completion.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (“CGL”): Insurance Services Office (“ISO”) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form CA 0001 covering any auto (Code 1), or if Consultant has no owned autos, hired (Code 8) and non-owned (Code 9) autos, with limits no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability and/or Errors & Omissions: Insurance applicable to the work being performed, with a limit no less than $1,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one year.
If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City of Salinas requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. At the option of the City, the Consultant shall provide coverage to reduce or eliminate such self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Consultant shall provide evidence satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
Enviro. Prof. Services Agreement v. January 2021
Carollo Engineers, Inc.
June 2022
Other Insurance Provisions
A. The General Liability and Automobile Liability policies are to contain, or be endorsed to contain, the following provisions:
1. The City of Salinas, its officers, officials, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Forms CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
2. For any claims related to this project, the Consultant’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City of Salinas, its officers, officials, employees, agents, and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
3. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.
B. If General Liability, Contractors Pollution Liability and/or Asbestos Pollution Liability and/or Errors & Omissions coverages are written on a claims-made form:
1. The retroactive date must be shown, and must be before the date of the contract or the beginning of Agreement of work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Agreement of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Consultant must purchase an extended period coverage for a minimum of five (5) years after completion of Agreement work.
4. A copy of the claims reporting requirements must be submitted to the City for review.
5. If the services involve lead-based paint or asbestos identification / remediation, the Contractor’s PLL policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification / remediation, the Contractor’s PLL shall not contain a mold exclusion and the definition of “Pollution” shall include microbial matter including mold.
Enviro. Prof. Services Agreement v. January 2021
Carollo Engineers, Inc.
June 2022
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A:VII if admitted in the State of California. If Contractor’s Pollution Liability, Asbestos Pollution and/or Errors & Omissions coverages are not available from an admitted insurer, the coverage may be written by a non-admitted insurance company. A non-admitted company should have an A.M.
Best rating of A:X or higher. Exception may be made for the California State Compensation Insurance Fund if not rated.
Verification of Coverage
Consultant shall furnish the City with original certificates of insurance and amendatory endorsements, or copies of the applicable insurance policy language effecting coverage required by this contract and a copy of the Declarations and Endorsements page of the policy listing all policy endorsements. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Waiver of Subrogation
Consultant hereby grants to City a waiver of subrogation which any insurer may acquire against City, its officers, officials, employees, and volunteers, from Consultant by virtue of the payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Salinas for all work performed by the Consultant, its employees, agents, and subcontractors.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City of Salinas is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a form at least as broad as ISO CG 20 38 04 13.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Maintenance of Insurance
Maintenance of insurance by Consultant as specified shall in no way be interpreted as relieving Consultant of its indemnification obligations or any responsibility whatsoever and the Consultant may carry, at its own expense, such additional insurance as it deems necessary.
Enviro. Prof. Services Agreement v. January 2021
Carollo Engineers, Inc.
June 2022
Exhibit B- Scope of Service
[Scope of Service; Compensation]
2795 Mitchell Drive, Walnut Creek, California 94598
P. 925.932.1710 F. 925.930.0208
52122 Proposal letter.docx
May 21, 2022
City of Salinas
200 Lincoln Avenue
Salinas, CA 93901
Subject: Salinas Industrial Waste Facilities Improvement Projects Dear Mr. Frus:
Enclosed is the proposal for Carollo’s services for the Industrial Waste Facilities Improvement Projects. We appreciate the opportunity to continue to work with you, taking the next steps to address capacity and system deficiency needs.
We look forward to getting this project started. Please let us know if you have any questions.
Sincerely,
CAROLLO ENGINEERS, P.C.
Lydia Holmes, PE
Vice President
LH
Scope of Work
for City of Salinas Industrial Waste Facilities
Improvement Projects (FY22/23)
The City of Salinas (City) owns and operates an Industrial Waste Collection and Conveyance System (IWCCS), which is separate from the City’s sanitary and storm sewer systems. The system accepts flow from 23 different facilities, which are primarily for agricultural processing, such as fresh produce washing and packaging operations. The wastewater is conveyed for disposal or recycling to the Industrial Waste Treatment Facility (IWTF) located south of the City on the Salinas River. Carollo Engineers, Inc., was hired to evaluate the IWCCS and IWTF and found that there were a number of system issues that need to be addressed including IWTF capacity for treatment and disposal – now and to handle future growth. Specific infrastructure to be improved are:
• Influent Pump Station flow metering
• Pond Automation and Flow Distribution
• Aeration Lagoon Aerators and New Aeration Lagoon
• Pond 3 Pumpstation expansion
• Pond Aeration VFDs
• Electrical Equipment relocation
• Backup Power
• Airport Lift Station
Design of these elements will be prepared by other consultants under direct contract to the City. Carollo (Consultant) will provide program management services to assist the City in coordinating and reviewing the design work, develop a funding and financing strategy and pursue funding, address CEQA documentation requirements and begin discussions regarding funding, and engaging local industrial customers to address overallocation of capacity that would necessitate building more capacity than needed. Specific tasks are detailed as follows:
Task 1 – Project Management and Meetings/Coordination
Carollo will provide management of the project including regular meetings, coordination with the City and subconsultants, and monthly invoices. It is assumed that the schedule for this phase of work will last approximately one year, matching the fiscal year 22/23. Biweekly virtual meetings are assumed for the duration of the project. Agendas and topics to discuss will be determined prior to each meeting.
Deliverables:
• Meeting agendas and notes, as needed
Task 2 - Support for Industrial Allocation Adjustment and M1W Negotiations Carollo will assist the City in discussions with the industrial dischargers to support a reallocation of capacity to better meet actual needs and to communicate the new rate structure, if needed. Most of this effort will be conducted under a different contract. Effort in this task will be related on ongoing coordination required to define future flow at the IWTF related to industrial allocations.
Deliverables:
• Update of Summary memo of industrial allocations (prepared in previous contract), if needed Task 3 – Percolation Pond Hydrogeologic Investigation
Carollo and its subconsultants will conduct a study of the hydrogeologic conditions of the existing percolation ponds to better understand the conditions and capacity of the ponds. Study will include review of local geology and hydrogeology, subsurface investigations, borings, and a comprehensive report. Recommendations for improving percolation capacity will also be developed.
Efforts include:
1. Exploratory borings including six borings around the three ponds a. Describe materials sampled every 2 feet between surface and 30 feet b. Collect undisturbed samples for permeability tests from surface downward c. Data report
2. Collect soil samples within three percolation ponds
a. Total of six shallow backhoe pits in ponds if accessible b. Log materials and collect undisturbed samples with particular emphasis on shallow materials
3. Desktop review of available geotechnical documentation
4. Additional flow monitoring to developing a more comprehensive water balance a. Evaporation pan
b. Three weeks of staff time
c. Materials (stilling wells, transducers with telemetry)
5. Reporting to present estimate of percolation pond performance and suggested operational changes as warranted, and meeting to present results
Performing this work will require access to the pond bottoms with the ponds being dry enough for track mounted equipment to traverse across them for both the borings and the shallow test pits. This will likely require diversion to drying beds and/or M1W for adequate disposal capacity and could require temporary bypass piping. It is assumed the City will provide any equipment needed to bypass and dry out the ponds. Once the ponds are adequately dry, it is anticipated that the borings will take 3 days to complete. Proposal from subconsultants GSI and Yeh are attached.
Deliverables:
• Technical memorandum summarizing pond evaluations and recommendations.
Task 4 – Funding/Financing Planning and Applications
Carollo will assist the City in planning and applying for funding for the Improvement Project elements.
Task 4.1 – Funding/Financing Plan
Carollo will review current and anticipated funding options and develop a funding/financing plan for the City. Currently the City is considering State revolving fund (SRF) loans. The City also is interested in grant funding opportunities. Carollo will research and compile a matrix summarizing potential funding sources and general requirements that need to be met to apply for funding. Following a meeting with the City, a strategy document will be developed summarizing the funding/financing plan. The evaluation of funding sources will consider the timing and likelihood of award in laying out the preferred approach as well as necessary project development and document requirements. Cash flow will also be considered to determine how a combination of funding mechanism may need to be combined.
Carollo will also monitor State and Federal funding opportunities for grants and low interest loans for which the City may be eligible. As opportunities are identified, Carollo will contact the issuing agency to better understand the funding opportunity requirements and project eligibility, as needed. Carollo will monitor funding opportunities over the course of this project and assumes an average of 2 hours of research and reporting per month. This task does not include development of application packages for identified funding opportunities.
Deliverables:
• Funding Matrix
• Memo summarizing funding/financing plan, draft and final.
Task 4.2 – SRF Funding Application
Carollo shall assist the City with coordination and preparation of support documents for the CWSRF loan application package for this project utilizing information provided by the City, its consultants, and/or existing project documents. Consultant assumes the City and its consultants will provide all necessary project information required for the CWSRF application. Consultant’s scope of services shall include:
Attend Meetings. Consultant shall conduct a total of four (4) virtual meetings with City staff to discuss CWSRF loan application processes and other requirements necessary to apply for financing. Consultant shall also attend a total of two (2) virtual meetings with SWRCB staff to discuss the CWSRF loan application and documents. This includes discussion with SWRCB on scoring of project.
Research and Data Collection. Consultant shall work with the City, the environmental subconsultant, and the City’s finance department to identify and obtain necessary project information required for the CWSRF application package. Technical information to be gathered include, but is not limited to: project report and other project documentation, CIP, project schedule, project budget, etc. Financial information to be gathered include, but is not limited to: financial statements, cash flow information, service management/operating and joint powers agreements, tax data, and certification/resolutions.
Environmental information to be gathered include, but is not limited to: environmental documentation, summary of permits/agreements, air quality analyses, alternative analysis, etc.
Consultant shall work with the City to prepare the following for the CWSRF Application:
1. General Application Package. Consultant shall prepare the draft and final general application package.
Tasks include coordinating with the City to obtain the required information, development of signatory resolution, incorporating City review comments and preparation of the final General Package for submittal.
2. Financial Application Package. Consultant shall work with the City’s financial department to co- prepare the draft and final financial application package and attachments. It is assumed the City will provide the required financial information to complete the package (including 3 years of Audited Financials, 2 years of budget projections), complete the tax questionnaire, prepare the required attachments for the financial application, obtain the required reimbursement, rate adoption resolution, and closing resolutions, and prepare the schedule of related debt and debt documents.
3. Environmental Application Package. Consultant shall work with environmental subconsultant to gather the required environmental information to complete the Environmental Application package.
This includes the additional stand-alone reports needed for the CWSRF Environmental Package, specifically for biological resources, cultural resources, federal air conformity analysis, and an environmental alternatives analysis. It is assumed environmental review of the project and development and adoption of the environmental documentation/certification will be prepared by City staff.
4. Technical Application Package. Consultant shall prepare the draft and final technical application package with information gathered from existing project documentation. Consultant shall identify required information and document key project information in order to meet the application requirements, streamline the technical package effort, and maximize flexibility for design changes.
Consultant shall work with City staff in the development of the Climate Change Worksheet and required Attachments. It is assumed the City will provide a Climate Action Plan (if available). In addition, City will need to provide to SRF a Fiscal Sustainability Plan and Certification, as well as complete required certifications (General Plan Compliance, Compliance with Water Metering, Cost and Effectiveness and Water and Energy Conservation/Efficiency and Water Conservation and Water Management). Carollo will help the City pull existing City information into a Fiscal Sustainability Plan.
Upon completion of the final CWSRF Application Packages, Consultant shall upload the packages to the SWRCB FAAST system and coordinate with the SWRCB to verify successful submission of the project’s CWSRF application package and identify any other required documentation to accept the City’s application as complete and to optimize the packages scoring. Once all application packages have been submitted to the SWRCB, Consultant shall serve as the State’s main point of contact and/or provide support to City staff throughout the package review and scoring process. Based on SWRCB comments, Consultant shall work with the City and its consultants to develop project information and/or documentation to optimize the project’s scoring.
SWRCB Application Review and Agreement Execution. If the City’s project is placed on the Intended Use Plan, Consultant shall continue to serve as the State’s main point of contact and/or provide support to City staff throughout the package review and scoring process. Consultant shall promptly address review questions from the State to keep the SRF Package review on track and coordinate/communicate with the SWRCB during the package review process. Consultant shall also assist the City with final execution of the CWSRF loan agreement. Consultant shall prepare City staff with details and requirements of the final agreement, and will provide support to the City’s legal and financial departments throughout the negotiations process.
Design Compliance with CWSRF Requirements. Consultant shall assist the City in conforming CWSRF compliance for the design project(s) including review of front end documents for compliance with CWSRF requirements. This task does not include compliance services during construction as it is assumed the City’s construction management team will lead that effort.
Deliverables:
• Meeting agenda and notes.
• CWSRF loan application schedule.
• CWSRF loan application packages.
Task 4.3 – Grant Application
Carollo will support the City in applying for one grant application based on likely funding sources identified in Task 4.1. Depending on the grant, the effort may include developing project descriptions, project benefits, project costs and funding plan details. Carollo will lead the development of the draft and final grant application per funding agency’s requirements and if requested submit the grant package on behalf of the City. City will provide required resolutions and financial documentation. City will coordinate required signatures on the grant application and forms as well as provide available technical information. For budgeting purposes, a fee of $30,000 has been estimated. Based on the type of application selected, the level of effort may actually vary.
Deliverables:
• One grant application, draft and final.
Task 5 – Technical Project Report for Funding Submittal Carollo will develop a Project Report for the Industrial Waste Facilities Improvement Project per the SWRCB SRF Technical Package Project Report requirements. It is assumed that the City’s Project will be funded under the Clean Water SRF program, therefore a CWSRF Project Report (signed and stamped by a professional engineer) will be required. The Project Report will include an executive summary and discussion on project area, wastewater characteristics/existing facilities and current water quality, treatment objectives for discharge or reuse, project alternatives analysis (including no project) and recommended project (project description, preliminary design criteria, advantages/disadvantages of the proposed project, planning requirement compliance, green/resiliency components, water demand/capacity analysis, estimated useful life, detailed cost estimates including life cycle, and project schedule). Carollo will develop a draft Project Report for City review and will incorporate City comments into the final Project Report.
Deliverables:
• One technical project report, draft and final.
Task 6 – Influent Flow Meter
Carollo will evaluate alternative flow metering options to track influent industrial flows to the IWTF.
Carollo will develop a matrix of pros and cons as well as rough costs for metering. Once a preferred approach is developed, Carollo will work with the City and suppliers to procure and install a flow meter.
Deliverables:
• Matrix on flow meter selection.
Task 7 – Permitting
Carollo will lead the effort for obtaining permits to expand the IWTF capacity to accommodate the projected industrial growth. Carollo will coordinate with the RWQCB and prepare a Report of Waste Discharge describing the intended capacity increase and describing the IWTF Improvement project. It is anticipated that up to three meetings may be required with the RWQCB along with providing them details on the proposed project and facility capacity. It is not anticipated that any building permits will be required. A grading permit may be required for construction. An air permit will be required for the new standby generator at the IWTF. Carollo will coordinate with the Monterey Bay Air Resources District to obtain authority to construct and a permit to operate for the new generator. It is assumed that the City will pay the air permit application fee directly to the District. Contractors will be responsible for preparing a SWPPP for the RWQCB.
City’s design consultant will be responsible for coordinating with PG&E for electrical and power requirements. Carollo will help facilitate discussions with PG&E.
Deliverables:
• Report of Waste Discharge for new WDR
• Air Permit application
• Meetings notes and agendas
Task 8 – CEQA Documentation and Coordination
Carollo and its subconsultant will work with the City and other consultants to develop a CEQA strategy and all CEQA documentation for the Industrial Waste Facilities Improvements Projects. For budgeting purposes, it is assumed that a mitigated negative declaration will be used for CEQA Plus compliance to meet SRF funding requirements. Carollo will use a subconsultant to perform CEQA Plus documentation, consistent with SRF loan requirements. It is assumed that all project elements and packages will be developed under one CEQA document. A proposal from subconsultant LSA is attached for reference.
Efforts included in this task include:
• Project Initiation – project start-up with kickoff meeting and data review and development of project description.
• CWSRF Environmental Application technical documentation – including biological resources field work and TM; cultural resources analysis, field work and report; air emissions evaluations, and alternatives analysis.
• CEQA documentation – including Administrative Draft Initial Study and Mitigated Negative Declaration (IS/MND), Screen Draft IS/MND, Public Draft IS/MND, Final IS/MND and Notice of Determination.
Deliverables:
• Project Description
• Biological Resources TM
• Cultural Resources Report
• Environmental Application
• Admin Draft, Draft, Public Draft and Final IS/MND
• Notice of Determination
Task 9 - Technical Oversight, Coordination and Review
Carollo will provide technical review, coordination and oversight on behalf of the City to review the design efforts being prepared by other consultants. Carollo will review submittals and provide comments on drawings and specifications. Carollo will also participate in technical meetings to discuss designs. It is assumed there will be three design/construction packages.
Task 9.1 – Meetings
Carollo will attend the monthly meetings (virtually) with E2 and the City to review progress on the technical packages.
Task 9.2 – Aeration Lagoon Improvements Package
Carollo will review the 30%, 60% and 90% design packages and provide comments on drawings and specifications on the City’s behalf. It is assumed the package could be up to 100 drawings.
Task 9.3 – Pond Automation/Distribution and Pond 3 Pump Station Package Carollo will review the 50% and 90% design packages and provide comments on drawings and specifications on the City’s behalf. It is assumed the package could be up to 30 drawings.
Task 9.4 – VFDs and Backup Power Package
Carollo will review the 50% and 90% design packages and provide comments on drawings and specifications on the City’s behalf. It is assumed the package could be up to 20 drawings.
Task 9.5 – Airport Lift Station Package
Carollo will review the 30%, 60% and 90% design packages and provide comments on drawings and specifications on the City’s behalf. It is assumed the package could be up to 50 drawings.
Deliverables:
• Written comments on design deliverables for four packages.
Scope Assumptions
Consultant shall be entitled to use and reasonably rely upon all such information and services provided by City or others in performing Consultant's services under this Scope of Work.
Consultant has no control over the cost of labor, materials, equipment or services furnished by others.
Consultant cannot and does not guarantee that actual costs and/or quantities realized will not vary from the data projections and estimates prepared by Consultant.
The services to be performed by Consultant are intended solely for the benefit of City. No person or entity not a signatory to the Agreement shall be entitled to rely on consultant's performance of its services hereunder, and no right to assert a claim against Consultant by assignment of indemnity rights or otherwise shall accrue to a third party as a result of the Agreement or the performance of Consultant's services.”
CAROLLO ENGINEERS, INC.
FEE SCHEDULE for
City of Salinas IWTF Improvement Project
FY 22/23
Classification
Principle in Charge
Project Manager
Funding Lead
Project Engineer
Professional Engineer
Staff
Disciplines (QA/QC)
Graphics
Word Processing/Admin
Project Equipment Communication Expense
(PECE) Per DL Hour
Travel and Expenses
Milage at IRS Reimbursement Rate
Subconsultants
Hourly Rate
$303
$293
$265
$235
$185
$160
$270
$165
$130
$13
At cost
milage at $.585 per mile
cost + 10%
This fee schedule is subject to annual revisions due to labor adjustments.
Hours by Classification
Funding/Financing
Project Engineer
Staff
Discipline QAQC
reviewers Labor PECE
Printing/
Travel
Subs/
Direct Costs
Subs/
Direct Cost
+ 10%
Subs and
Other Direct
Expenses Estimated Fee
Task 1 - Project Management and Meetings 20 24 16 12 28 8 0 0 11 119 28,000$ 1,547$ -$ -$ 1,547$ 29,547$ Task 2 - Industrial Allocation Adjustments and M1W Negotiations 0 0 0 0 8 4 0 0 0 12 2,100$ 156$ -$ -$ -$ 156$ 2,256$ Task 3 - Pond Percolation Study/Hydrogeo Investigation 4 12 0 8 16 24 8 2 2 76 16,200$ 988$ -$ 103,285$ 10,329$ 114,602$ 130,802$ Task 4 - Funding/Financing Planning and Applications 24 32 136 24 172 176 0 24 22 610 125,100$ 7,930$ -$ -$ -$ 7,930$ 133,030$ Task 4.1 – Funding/Financing Plan 8 12 24 24 12 16 0 4 6 106 24,200$ 1,378$ -$ -$ -$ Task 4.2 – SRF Funding Application 8 12 80 0 120 120 0 8 8 356 70,900$ 4,628$ -$ -$ -$ Task 4.3 – One Grant Application 8 8 32 0 40 40 0 12 8 148 30,100$ 1,924$ -$ -$ -$ Task 5 - Technical Project Report for Funding Submittal 8 24 48 0 40 60 0 8 4 192 41,000$ 2,496$ -$ -$ -$ 2,496$ 43,496$ Task 6 - Flow Meter 2 6 0 12 8 24 0 4 4 60 11,700$ 780$ -$ 780$ 12,480$ Task 7 - Permitting 12 40 4 48 56 60 0 8 8 236 50,000$ 3,068$ -$ 20,000$ 2,000$ 25,068$ 75,068$ Task 8 - CEQA documentation and coordination 8 16 8 0 24 12 0 8 0 76 16,900$ 988$ -$ 89,152$ 8,915$ 99,055$ 115,955$ Task 9 - Technical Oversight, Coordination and Review 8 102 0 162 12 0 400 0 12 696 182,200$ 9,048$ -$ -$ -$ 9,048$ 191,248$ Task 9.1 – Meetings - Attend E-2s kickoff, site visit and monthly meetings 0 16 0 0 12 0 0 0 0 28 6,900$ 364$ -$ -$ Task 9.2 – Aeration Lagoon Improvements - 30/60/90 review (est 100 drawings) 2 40 0 80 0 0 200 0 2 324 85,400$ 4,212$ -$ -$ -$ Task 9.3– Pond Automation/Distribution, P3PS - 50/90 review (30 drawings) 2 20 0 30 0 0 60 0 2 114 30,000$ 1,482$ -$ -$ -$ Task 9.4 – VFDs and Backup Power - 50/90 review (20 drawings) 2 10 0 20 0 0 40 0 4 76 19,600$ 988$ -$ -$ -$ Task 9.5 – Airport Lift Station - 30/60/90 review (50 drawings) 2 16 0 32 0 0 100 0 4 154 40,300$ 2,002$ -$ -$ -$ Total Hours and Fee 86 256 212 266 364 368 408 54 63 2077 473,200$ 27,001$ -$ 212,437$ 21,244$ 260,682$ 733,882$ City of Salinas
Industrial Wastewater System Improvements and Expansion Support Fee Estimate
Task Description
Principle in Charge
Professional Engineer
Graphics
Word
Processing/Admin
Total Hours
Project Manager