acts of God, act of government, flood, fire, earthquake, civil unrest, act of terror (collectively, “Force Majeure”), or the activities of third parties not under Envisio’s control (including Internet and other service providers) is not the responsibility of Envisio. Envisio will make reasonable efforts to reduce to a minimum and mitigate the effect of any Force Majeure.
2.2.Customer Data
The Customer must provide all data for use in the Purchased Services (the “Customer Data”) and Envisio is not obliged to modify or add to it. The Customer Data belongs to the Customer and it is solely responsible for the content and accuracy.
The Customer grants to Envisio all necessary licenses in and to such Customer Data solely for Envisio to provide the Service to the Customer.
Envisio will treat the Customer Data as confidential and will not disclose it to third parties unless as compelled by law or unless expressly permitted in writing by the Customer. Envisio will not access the Customer Data except as necessary to address service or technical issues, at the Customer’s request.
As part of Envisio’s standard Service offering, Envisio will make daily backup copies of the Customer Data and maintain such data for a period of seven weeks.
2.3.Software Uptime Agreement
Envisio endeavours to provide 99.9% uptime with respect to the Purchased Services in each calendar month during the Term, excluding:
(a) any scheduled maintenance times;
(b) factors outside Envisio’s reasonable control; and
(c) downtime related to the Customer’s or third party’s hardware, software or services.
If in any calendar month this uptime commitment is not met by Envisio and the Customer was materially impacted from a resulting disruption to the Purchased Services as determined in Envisio’s sole discretion acting reasonably, Envisio shall provide, as the sole and exclusive remedy, a service credit equal to 25% of one month’s fee for the use of the Service (the “Credit”).
2.4.Service Level Agreement
There are several ways to get support for using Envisio, including online knowledge base, technical support, consulting support, and community support options.
The Customer Success Team technical and consulting support is available during its regular business hours on weekdays that are not legal Canadian holidays. Regular business hours are listed below for the time zone in which your organization is located:
>> 9:00 am EST until 8:00 pm EST
>> 8:00 am CST until 7:00 pm CST
>> 7:00 am MST until 6:00 pm MST
>> 6:00 am PST until 5:00 pm PST
The following targets will be used for response to support requests:
Severity Initial Response Resolution Updates
Critical 1 hour Work continuously Every business day
High 2 hours As soon as possible Every other business day Medium 4 hours As soon as possible Every other business day Low Following business day Reasonable effort Weekly
Severity indicators are defined as follows:
>> Critical - Envisio is down and no workaround is available. >> High - Use of Envisio is impaired but instances are up and running. No workaround is available. >> Medium - A function of Envisio has failed, but Envisio is still useable. Support is aware of the issue. >> Low - Envisio functionality is not impaired. This priority also includes feature, information, documentation, how-to, and enhancement requests.
Updates will continue until the issue is resolved or there is a workaround in place. We aim to resolve all issues expeditiously, but when an issue is difficult to solve and takes longer than one business day, we will provide updates on our progress according to the schedule listed above.
Canadian holidays observed in British Columbia include: New Year's Day (January 1), Family Day (third Monday in February), Good Friday (Friday before Easter), Easter Monday, Victoria Day (Monday before May 25), Canada Day (July 1), British Columbia Day (first Monday in August), Labour Day (first Monday in September), National Day for Truth and Reconciliation (September 30), Thanksgiving (second Monday in October), Remembrance Day (November 11), and Christmas Day (December 25). Envisio offices close for the entire week for the Christmas holiday.
2.5.Credit Request
In order to receive the Credit, the Customer must provide sufficient evidence to support the Credit and email [email protected] within 5 days of the end of the applicable calendar month. If the Customer is past due or in default with respect to any payments owed to Envisio under this Agreement, the Customer is not eligible to receive the Credit.
3. CUSTOMER’S USE OF THE SERVICE
3.1.Authorized Users
The Customer agrees to maintain authorized users based on the number of user accounts (“Accounts”) purchased under the Subscription as stated in the Quote. Only the Customer or persons or entities that have access to an Account through a username and password for the Account (each a “User” and collectively, the “Users”) may use the Account. If the number of Users exceeds the Accounts purchased, Envisio will notify the Customer’s Administrator (as defined in Section 3.2 below) via email of the overage and the Customer will have 5 business days following delivery of such email to make any changes necessary to address the overage. Following that 5 business days period, if the overage remains Envisio will invoice the Customer for the additional Accounts required to address the overage at the same fee as the existing Accounts subscribed for under the Subscription, prorated for the duration of the Subscription Term remaining and the Customer will pay the invoice according to the terms outlined in Section 5.4 below.
3.2.Email and Notices
At the time of ordering the Service from Envisio, the Customer shall identify the administrator(s) responsible for the Accounts (each an “Administrator”). The Customer agrees to provide Envisio with the Administrator’s contact information including e-mail address. By providing the Administrator’s e-mail address, the Customer agrees to receive all required notices electronically to the Administrator’s e-mail address.
The Administrator shall be responsible on behalf of the Customer for managing the Accounts, maintaining all User information, and the Purchased Services used by the Customer. It is the Customer’s sole responsibility to notify Envisio if the Customer changes or intends to change its Administrator(s).
3.3.Users: Passwords, Access and Notifications
It is the Customer’s responsibility to change and maintain its Users’ records in Envisio to secure access to the Account. The Customer is also solely responsible for ensuring the confidentiality and secrecy of each User’s login. The Customer agrees not to disclose its Users’ login information to any third party and will prevent its employees and personnel from sharing User’s login information amongst themselves. The Customer will be responsible for all electronic communications generated through the Service, including, but not limited to, Account registration and notices. The Customer is only entitled to access and use the Service and the Account for lawful purposes.
Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service and shall promptly notify Envisio of such unauthorized access or loss/theft of any of its Users’ login information.
3.4.Restrictions
The Customer is responsible for all activities conducted under its User accounts and ensuring their Users’ compliance with this Agreement.
The Customer shall not:
(a) permit concurrent use of a single User account, or time-sharing of the Service; (b) post or transmit any Customer Data that contains viruses, worms, time bombs, Trojan horses or any other contaminating, corrupting or destructive features, or use the Service in an irresponsible manner that interferes with the proper working and normal operation of the Service, or detrimentally interferes with personal information or property of another;
(c) copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to extract the source code or modify the Service in any manner or form; or (d) transfer, sell, lease, rent or assign, in any way, all or a portion of, the Account and/or the Service to any third party (other than Users in accordance with Section 3.1).
This Section shall survive any termination or expiration of this Agreement.
4. INTELLECTUAL PROPERTY
The Customer acknowledges that Envisio retains all right, title and interest in and to the Service and all software, materials, formats, interfaces, information, data, content and Envisio’s proprietary information and technology used by Provider or provided to Customer in connection with the Service (the “Envisio Technology”), and that the Envisio Technology is protected by intellectual property rights owned by or licensed to Envisio. Other than as expressly set forth in this
Agreement, no license or other rights in the Envisio Technology are granted to the Customer, and all such rights are hereby expressly reserved by Envisio.
The Customer must not, without Envisio’s express written consent, use any of Envisio’s trademarks, service marks, copyrighted materials, or other intellectual property.
The Customer acknowledges that any ideas, suggestions, concepts, processes or techniques that it provides to Envisio related to the Service or Envisio’s business (the “Feedback”) shall become Envisio’s property without any compensation or other consideration payable to the Customer by Envisio, and the Customer does so of its own free will and volition. Envisio may or may not, in its sole discretion, use or incorporate the Feedback, in whatever form or derivative that Envisio may decide, into the Service, documentation, business or other products. The Customer hereby assigns all rights on a worldwide, exclusive basis in perpetuity to Envisio in any Feedback and, as applicable, waives any moral rights to the Feedback.
This Section shall survive any termination or expiration of this Agreement.
5. PURCHASED SERVICES AND PAYMENT
5.1.Term of Agreement
This Agreement is effective between the Customer and Envisio as of the date of the Customer’s acceptance of this Agreement (the “Contract Effective Date”) and continues until the Subscription Terms with respect to each Subscription subscribed for by the Customer hereunder has expired or been terminated.
5.2.Term of Subscriptions and Renewal
The term of each Subscription (the “Subscription Term”) shall be as set out in the applicable Quote, attached hereto as Appendix A. Unless otherwise set out in the applicable Quote, each Subscription shall renew upon the written consent of both parties for one year, unless either party gives the other notice of non-renewal at least 30 days before the end of the Subscription Term. The per-unit pricing during renewal will increase by 10% per annum, unless otherwise agreed to by the parties.
5.3.Service Fees
The Customer shall pay Envisio the fees specified on the Quote (the “Fees”). Fees are based on Purchased Services comprising of subscription fees and implementation fees and are non-refundable. Purchased Services cannot be decreased during the Subscription Term. This Section shall survive any termination or expiration of this Agreement.
5.4.Invoicing and Payment
Billing for the Purchased Services will be in advance on an annual (twelve months) basis. Unless otherwise stated in the Quote, invoiced charges are due net 30 days from the invoice date (the “Due Date”). The Customer is responsible for providing complete and accurate billing and contact information to Envisio and notifying Envisio of any changes to such information. Overdue invoices will incur a 2% per month interest charge. If the Customer fails to pay the invoice within the Due Date, Envisio may, at its sole discretion, declare the Account delinquent (a “Delinquent Account”). This Section shall survive any termination or expiration of this Agreement.
5.5.Applicable Taxes
Envisio shall charge the Customer, and the Customer shall pay to Envisio, all applicable taxes, including any retroactive taxes on past Fees or charges (whether already paid or not) in cases where Envisio is under a legal obligation to collect such tax from the Customer. The Customer shall be responsible for any and all other taxes that the Customer is under a legal obligation to pay. This Section shall survive any termination or expiration of this Agreement.
6. TERMINATION AND SUSPENSION
6.1.Envisio’s Right to Suspend the Account
Envisio reserves the right to suspend the Customer’s Account and access to and use of the Service under the following conditions:
● the Account becomes a Delinquent Account; or
● Envisio reasonably concludes that the Account is being used to engage in denial service attacks, spamming, or illegal activity, and/or use of the Account is causing immediate, material and/or ongoing harm to Envisio and others.
In the extraordinary event that Envisio suspends the Customer’s access to the Service, Envisio will use commercially reasonable efforts to limit the suspension to the offending portion of the Service and resolve the issues causing the suspension of the Service.
6.2.Termination for Cause/Expiration
Either party (the “Complaining Party”) may immediately terminate this Agreement and all Quotes issued hereunder in the event the other party (the “Breaching Party”) commits a material breach of any provision of this Agreement which is not cured within thirty (30) days of written notice from the Complaining Party.
Such notice by the Complaining Party shall expressly state all of the reasons for the claimed breach in sufficient detail so as to provide the Breaching Party an opportunity to cure such alleged breach and shall be sent to the Breaching Party in accordance with the notice requirements set out in Section 10.8 below.
Upon termination or expiration of this Agreement, Customer shall have no rights to continue use of the Service. If this Agreement is terminated by Customer for any reason other than a termination expressly permitted by this Agreement, then Envisio shall be entitled to all of the Fees due under this Agreement for the entire Term. If this Agreement is terminated as a result of Envisio’s breach of this Agreement, then Customer shall be entitled to a refund of the pro rata portion of any subscription fees paid by Customer to Envisio under this Agreement for the terminated portion of the Term.
6.3.Termination for Convenience
Customer may terminate this Agreement without cause by giving sixty (60) days advance written notice to Envisio of its election to terminate this Agreement pursuant to this provision. In the event of such termination, Customer agrees to pay a SaaS Recovery Amount equivalent to 50% of the Subscription Fees for the remainder of the Initial Term of the Agreement.
6.4.Handling of Customer Data Upon Termination
Effective upon cancellation of the Account, Envisio may deactivate the Account and be entitled to delete the Account and the Customer Data from the Service on the date the Subscription Term expires. The Customer further agrees that Envisio shall not be liable to the Customer nor to any third party for any termination of the Customer’s access to the Service or deletion of the Customer Data, provided that Envisio is in compliance with the terms of this Section 6.3. It is the responsibility of the Customer to obtain a full data export, screen captures and download all necessary reports and any other Customer data, should the Customer wish to keep the data.
7. PRICE AND SERVICE CHANGES
7.1.Software Subscription Fees
Envisio reserves the right to amend the Fees and the nature of the Service offered to the Customer from time to time and in its sole discretion, provided however that Envisio shall not decrease the level of Service or increase the Subscription fees by more than 10% per annum per Subscription until the end of the Subscription Term in effect for the Customer. Envisio shall give the Customer notice of any such changes in the Fees and the Service 60 days in advance of the expiration of the relevant Subscription Term. If the change in Fees is not acceptable to the Customer, the Customer’s sole and exclusive remedy shall be to cancel the applicable Subscription by providing Envisio with written notice of cancellation to [email protected] at least 30 days before to the expiration of the relevant Subscription Term. Continuing to use the applicable Service after the end of the Subscription Term constitutes the Customer’s acceptance of all changes in Fees.
7.2.Professional Services Fees
Envisio shall provide the professional service as defined in the Scope of Work (“SOW”), Appendix B, in a professional manner, consistent with industry standards. Unless otherwise agreed upon by both parties, or as the result of a delay on the part of Envisio, the obligation to provide professional services to the Customer expires the earlier of:
1) completion of the services described in the SOW
2) 12 months from the effective date of the relevant Quote Additional Professional Services required as a result of add-on feature purchases or as a result of implementation delays outside Envisio’s control will be charged at our then current rate, currently set at $225 per hour.
7.3.Travel Costs
Unless noted otherwise, this quotation does not include any travel, lodging, or on-site expenses. If such travel is required and subsequently authorized, Envisio’s standard travel and per diem rates shall apply. Envisio must receive pre-approval from Customer prior to incurring travel costs. Air Travel, Rental Car (with associated fuel and parking costs), and Lodging costs shall be reimbursed at cost. Envisio is not responsible for unpredictable (including Commercial Airline Travel) delays which may increase travel cost.
8. WARRANTIES
8.1.Our Warranties
Envisio warrants that (a) the Service will achieve in all material respects the functionality described in the applicable technical documentation for the Service that is provided from time to time by Envisio to the Customer (the “Help Documentation”), and (b) Envisio will not materially decrease the functionality of the Service subscribed for under a
Subscription during the applicable Subscription Term. The Customer’s sole and exclusive remedy for Envisio’s breach of this warranty shall be that Envisio be required to use commercially reasonable efforts to modify the Service to achieve in all material respects the functionality as described in the Help Documentation and, if Envisio is unable to restore such functionality, the Customer shall be entitled to terminate this Agreement and receive a pro-rata refund of the subscription fees paid under this Agreement for the Subscription for the terminated portion of the Subscription Term.
8.2.Disclaimer of Warranty
THE SERVICE AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY ENVISIO TO THE CUSTOMER ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND EXCEPT AS EXPRESSLY SET OUT HEREIN. ENVISIO HEREBY DISCLAIMS ALL IMPLIED, COLLATERAL OR STATUTORY
WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES
OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING,
PROVIDER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICE (INCLUDING ALERTS AND RECOMMENDATIONS) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
FOR THE PURPOSES OF THIS SECTION 8.2, “ENVISIO” INCLUDES ENVISIO’S DIVISIONS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, PARENT COMPANIES AND THEIR (INCLUDING ENVISIO’S) EXECUTIVES, DIRECTORS, OFFICERS, ATTORNEYS,
MANAGERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, AFFILIATES, RESELLERS, THIRD PARTY PROVIDERS, MERCHANTS, LICENSORS AND THE LIKE.
This Section shall survive any termination or expiration of this Agreement.
9. LIMITATION AND EXCLUSION OF LIABILITY
9.1. Limitation of Liability
(a) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO OTHER PARTY FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, (II) LOST SAVINGS, PROFIT, DATA, USE OR GOODWILL, (III) BUSINESS INTERRUPTION,
EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, OR (IV) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF
OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF
LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, BREACH OF A FUNDAMENTAL TERM) OR OTHERWISE.
(b) IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS IN CONNECTION WITH OR UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CUSTOMER TO ENVISIO IN THE 12 MONTHS PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE.
(c) THE PROVISIONS OF SECTION 9.1(A) AND 9.1(B) SHALL NOT APPLY TO THE EXTENT THAT THE CAUSE OF ACTION GIVING RISE TO THE CLAIM ARISES FROM:
I. A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT; OR II. CLAIMS FOR FEES OWED TO ENVISIO UNDER THIS AGREEMENT AND ANY COST, EXPENSE OR FEES INCURRED IN THEIR COLLECTION.
THE CUSTOMER SHALL MAKE NO CLAIM, COMPLAINT, OR PROCEEDING AGAINST ENVISIO FOR ANY OR ALL PORTIONS OF
THE SERVICES THAT MAY REQUIRE THE DOWNLOADING OF WEB SITE COOKIES FOR THE CUSTOMER TO ACCESS SUCH PORTIONS OF THE ACCOUNT.
FOR THE PURPOSES OF THIS SECTION 9.1, “PARTY” INCLUDES EACH PARTY’S DIVISIONS, SUBSIDIARIES, AFFILIATES,
SUCCESSORS, PARENT COMPANIES AND THEIR EXECUTIVES, DIRECTORS, OFFICERS, ATTORNEYS, MANAGERS, EMPLOYEES,
CONSULTANTS, CONTRACTORS, AGENTS, AFFILIATES, RESELLERS, THIRD PARTY PROVIDERS, MERCHANTS, LICENSORS AND THE LIKE.
This Section shall survive any termination or expiration of this Agreement.
10. GENERAL
10.1.Interpretation of this Agreement
The term “including,” wherever used in any provision of this Agreement, means “including but without limiting the generality of any description preceding or succeeding such term.” Any rule of construction to the effect that any ambiguity is to be resolved against the drafting party shall not be applicable in the construction or interpretation of this Agreement.
The division of this Agreement into sections/paragraphs, and the insertion of headings/captions, are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement or be deemed a part of this Agreement.
10.2.Inurement
The rights and liabilities of both the Customer and Envisio (collectively, the “Parties”) under this Agreement shall bind and inure to the benefit of the Parties’ respective successors, executors, and administrators, as the case may be.
10.3.Assignment
Neither party may assign this Agreement without written consent of the other, except that Envisio may assign without consent to a related entity or the successor of all or substantially all of the assignor’s business or assets to which this Agreement relates. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties, although Envisio reserves the right to name Customer as a user of the Service.
10.4.Governing Law
This Agreement and any other agreement for the Services shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
10.5.Dispute Resolution
In the event of any dispute arising out of or relating to and/or in connection with this Agreement, the Parties’ project managers shall use every reasonable effort to resolve such dispute in good faith within 10 Business Days. If the project managers have failed to resolve the dispute within such time frame, then the dispute shall be escalated to the next escalation level. At each escalation level, the designated executives shall negotiate in good faith in an effort to resolve the dispute. For the purposes of this Agreement, a “Business Day” means a day other than a Saturday, Sunday, or statutory holiday in British Columbia.
Escalation Level Envisio
Management Level
Customer
Management Level
Period of
Resolution Efforts
First Level Project Manager Project Manager 10 Business Days
10.6.Severability
If any provision or portion of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect.
10.7.Independent Contractors
Nothing in this Agreement shall be construed as creating a partnership or relationship of employer and employee, principal and agent, partnership or joint venture between the parties. Each party will be deemed an independent contractor at all times and shall have no right or authority to assume or create any obligation on behalf of the other party, except as may be expressly provided herein.
The Customer must not, in any way, misrepresent the Customer’s relationship with Envisio, attempt to pass itself off as Envisio, or claim that the Customer is Envisio.
10.8.Injunction
The Customer acknowledges and agrees that money damages are not an adequate remedy for any breach or threatened breach related to Envisio’s rights or the Customer’s use of the Service beyond the rights granted to Customer in this Agreement. The Customer therefore agrees that in addition to other remedies available hereunder, by law or otherwise, Envisio shall be entitled to an injunction against any such breach by the Customer.
10.9. Cooperative Statement
Other government organizations and educational or health care institutions may elect to participate in this Agreement (piggyback) at their discretion, provided Envisio also agrees to do so.
10.10.Notices
Notice to Customer
Any notice to the Customer from Envisio will be sent to the e-mail address of the Administrator, or provided in writing, registered postal service (postage prepaid), or by pre-paid commercial courier delivered to the Customer at the mailing address specified on their Account.
Notice to Company
Any and all notices to Envisio from the Customer must be given by in writing, e-mail, first class postal service (postage prepaid), or by pre-paid commercial courier delivered to Envisio at:
Envisio Solutions Inc.
300-15300 Croydon Drive
Surrey, BC V3Z 0Z5
Second Level VP, Customer Success Assistant City Manager 10 Business Days Third Level CRO City Manager 10 Business Days
Tel: 888-371-4800
email: [email protected]
10.11.Complete Agreement
This Agreement constitutes the complete understanding and agreement between the Customer and Envisio. Except when expressly agreed to the contrary in signed writing by an authorized representative of Envisio, this Agreement supersede any other written (including digitized/computerized) agreement, oral agreement, and/or agreement by conduct. This Agreement or any other specific agreement for the Service between Envisio and the Customer shall each be exclusively between Envisio and the Customer only and shall not confer any rights in any third party.
This Section 10 shall survive any termination or expiration of this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized representatives of each Party hereto as of the Effective Date.
For Envisio Solutions Inc.
_____________________________________
Print Name: ___________________________
Title: _________________________________
Date: ________________________________
For Salinas, CA
_____________________________________
Print Name: ______________________
Title: ____________________________
Date: ________________________________
1. Prices set forth in this quote are valid for the period stated. All prices are quoted in US Dollars and are not inclusive of any applicable taxes.
An invoice for the agreed amount will be issued upon acceptance of this quote.
2. Acceptance of this quote is acceptance of the accompanying Master Services Agreement (MSA) or a previously signed MSA in the event of renewal/upsell.
Payment methods: ACH, Wire or Check
Remit to email: [email protected]
ACH/Wire Payment To
Account Name: Envisio Solutions Inc. | Bank: Silicon Valley Bank | Bank Address: 3003 Tasman Dr. Santa Clara, CA 95054 ABA/ACH Routing #: 121140399 | Account #: 3303262267 | Account Type: Checking Terms and Conditions
Name: ________________________________________ Date: _________________________ Signature: _____________________________________
Total Price USD 31,500.00
Subtotal USD 31,500.00
Email [email protected]
Prepared By Heather Lee
Expiration Date 25/03/2024
Created Date 15/11/2023
Quote Number 1700946
Contact Name Sophia Rome
200 Lincoln Avenue
Salinas, California 93901
United States
Bill To
Bill To Name City of Salinas, CA
Product Description Quantity Sales
Price
Total
Price
1 year subscription from March 25 2024 - March 24 2025 for unlimited users to Envisio Plans, Analytics and Public Dashboard with 1 active plan. Includes software licensing and online support. 1.00 USD31,500.00 USD
31,500.00
Quote Accepted By:
City of Salinas
Legislation Text
200 Lincoln Ave., Salinas,
CA 93901
www.cityofsalinas.org
File #: ID#24-235, Version: 1
2024-2025 Restriping Prioritization List
Approve a Resolution approving the 2024-2025 Restriping Prioritization List.
City of Salinas Page 1 of 1 Printed on 5/3/2024
powered by Legistar™
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CITY OF SALINAS
COUNCIL STAFF REPORT
DATE: MAY 7, 2024
DEPARTMENT: PUBLIC WORKS, TRAFFIC AND TRANSPORTATION DIVISION FROM: DAVID JACOBS, P.E., L.S., PUBLIC WORKS DIRECTOR
THRU: ADRIANA ROBLES, P.E., CITY ENGINEER
BY: JONATHAN HERNANDEZ, JUNIOR ENGINEER
TITLE: 2024-2025 RESTRIPING PRIORITIZATION LIST
RECOMMENDED MOTION:
A motion to approve the 2024-2025 Restriping Prioritization List.
EXECUTIVE SUMMARY:
City staff has surveyed major and minor arterial roads where pavement markings and lines are faded and require restriping. The number of roads that require restriping exceed the City’s budgeted resources. Therefore, there is a need to prioritize restriping. Staff recommends approval of the 2024-2025 Restriping Prioritization List.
BACKGROUND:
Most thermoplastic pavement markings have an upper limit life expectancy of (six) 6 to (nine) 9 years depending on weather and traffic conditions. Typically, pavement markings are replaced whenever roadways are resurfaced, which should occur at a similar frequency. However, the City has not been able to perform pavement maintenance within this timeframe and some streets now have faded pavement markings. Staff have surveyed striping conditions on all major and minor arterial roads as well as reviewed requests for restriping received from the public. The number of roads in need of restriping exceeds the City’s budgeted resources. Therefore, there is a need to prioritize restriping.
The City’s street maintenance crews can perform minor restriping work, but the City does not have the equipment nor workforce for large restriping projects and must contract the work out. On October 22, 2019, the City awarded an On-Call Services for Traffic Control Devices Contract to Chrisp Company via Resolution No. 21722. Based on this contract the estimated cost to restripe a road can vary between approximately $6 to $28 per linear feet (LF) depending on the number of lanes and legends on any given roadway.
As of February 29, 2024, service requests for 16 road segments have been received. In addition, City staff has surveyed and identified 30 road segments in need of restriping. Based on the on-call Page | 2
services contract pricing, staff estimates the total cost to restripe all the deficient facilities is approximately $2.4 million. Restriping budget for FY 24-25 is estimated at $300,000, of which $250,000 are allocated towards improvements. In addition, staff anticipates a carryover of approximately $82,000 in the account from FY 23-24. Staff estimates the City can restripe at least (five) 5 segments within the requested budget depending on the length and complexity of the individual restriping segments. Additionally, staff recommends retaining $30,000 in the account, to allow staff to respond to smaller service requests, such as crosswalks, through the end of the fiscal year.
The City has no established prioritization policy for restriping. Staff recommends the 2024-2025 Restriping Prioritization List based on staff’s opinion of need and budgetary constraints. As an example, with a small two-lane, two-way road, centerlines are not always required based on the Manual on Uniform Traffic Control Devices (MUTCD), and the City’s standard for pavement markings. Previously, the City had installed centerlines on Maple Street, Rider Avenue, Schilling Place, Villa Street, and Ambrose Road, possibly as a traffic calming measure. However, these roads do not require centerline markings based on their use. Consequently, with limited funding, staff recommends these roads to be prioritized last. In addition, restriping requests for Old Stage Road have been received, staff also recommends this road be prioritized last since it will be part of the 2024 Pavement Management Project.
Along with the restriping list, included are photographs of the roadways’ current pavement markings conditions (Attachment 1). Table 1 below is the proposed 2024-2025 Restriping Prioritization List. Table 2 provides some relevant traffic data used for consideration. Once the first projects are completed and final costs are known, staff will work on the next highest scoring projects, based on available funding, until the budget is depleted. If the next highest priority project cannot be completed with the remaining funds, but other lower priority projects can be completed with the remaining funds, staff will move forward with the lower priority project to maximize the use of available funds.
Table 1: 2024-2025 Restriping Prioritization List
Recommended
Priority
Ranking
Segment Limits Length
(LF)
Estimated
Cost Notes
1 North Sanborn Road East Laurel Drive to
Fairview Avenue 4,343 $138,000
2 Boronda Road North Main Street to
City Limits 645 $17,500 Service Request
3 East Blanco Road Blanco Circle to
Abbott Street 981 $18,800
4 East Market Street Monterey Street to
Greenfield Alley 608 $22,100
5 Harkins Road Hansen Street to City
Limits 5,260 $96,400 Service Request
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6 North Main Street at
San Juan Grade
Road
Intersection 417 $25,800 Service Request
7 Natividad Road East Boronda Rd to
Rogge Road 5,267 $27,700 Service Request
8 Skyway Boulevard Airport Boulevard to
East Alisal Street 2,317 $60,200
9 South Sanborn Road Fairview Avenue to
Work Street 3,310 $59,400
10 San Juan Grade
Road
North Main Street to
Boronda Road 1,603 $60,200
11 Sherwood Drive East Market Street to
Calle Cebu 705 $32,100
12 East Laurel Drive Williams Road to
North Sanborn Road 3,345 $39,400
13 Central Avenue South Davis Road to
Salinas Street 6,213 $42,300 Service Request
14 Pajaro Street West Market Street to
San Ramon Circle 7,759 $174,100
15 Sherwood
Drive/Natividad
Road
Sherwood Place to
East Laurel Drive 705 $105,700
16 Garner Avenue Williams Road to
North Sanborn Road 3,318 $40,000
17 East Bernal Drive Rosarita Drive to
Sherwood Drive 895 $15,000
18 Las Casitas Drive
Constitution
Boulevard to Rider
Avenue
2,743 $36,000
19 Salinas Street East Market Street to
Clay Street 2,667 $61,300
20 Post Drive Calle del Adobe to
North Davis Road 1,104 $41,800
21 North Main Street East Boronda Road to
Russell Road 4,690 $156,000 Service Request
22 West Alvin Drive North Main Street to
Cherokee Drive 1,997 $28,100
23 Williams Road Bardin Road to Del
Monte Avenue 972 $61,000
24 Williams Road East Boronda Road to
Old Stage Road 5,964 $30,500 Service Request
25 Monterey Street East Market Street to
John Street 2,565 $63,100
26 Homestead Avenue Central Avenue to
Iverson Street 2,402 $30,700
Page | 4
27 Del Monte Avenue Williams Road to
North Sanborn Road 4,718 $55,600
28 Rogge Road Natividad Road to San
Juan Grade Road 6,824 $62,900
29 East Boronda Road Natividad Road to
Rider Avenue 9,782 $185,200
30 Kern Street East Alisal Street to
Longbow Drive 2,916 $34,500
31 Iris Drive North Main Street to
Lupin Drive 1,855 $18,500
32 East Market Street Sherwood Drive to
Griffin Street 1,507 $48,000
33 Work Street Work Circle to South
Sanborn Road 6,343 $138,000
34 Griffin Street John Street to East
Market Street 3,175 $22,500
35 Madrid Street Segovia Circle to
North Main Street 1,640 $42,800
36 East Laurel Drive North Main Street to
Natividad Road 4,150 $147,700 Service Request
37 West Acacia Street South Davis Road to
South Main Street 7,608 $74,000
38 Mortensen Avenue Skyway Boulevard to
Mercer Way 1,028 $18,100 Service Request
39 Mercer Way Mortensen Avenue to
Airport Boulevard 692 $1,700 Service Request
40 Maple Street North Main Street to
Pajaro Street 775 $7,700 Service Request
41 Rider Avenue Del Monte Avenue to
Mimbrera Way 1,550 $9,300 Service Request
42 Schilling Place Harkins Road to Eden
Street 1,259 $10,500 Service Request
43 Villa Street Central Avenue to
South Davis Road 2,390 $12,700
44 Adams Street East Laurel Drive to
Navajo Drive 1,610 $15,100 Service Request
45 Towt Street East Alisal Street to
East Market Street 1,608 $12,800 Service Request
46 Old Stage Road Williams Road to City
Limits 7,632 $40,400
Service Request
Part of 2024
Pavement Project
Subtotal (1-5) $292,800
Estimated Remaining Balances $39,200
Subtotal (6-46) $2,148,400
Total $2,441,200
Page | 5
Table 2: Relevant Traffic Data
Segment Limits ADT
Fatal +
Injury
Collisions
(2022-
2023)
Collision
Rate (Fatal +
Injury per
million
vehicle
miles)
Pavement
Condition
Index (2020)
North Sanborn
Road
East Laurel Drive to Fairview
Avenue 21,390 16 1.25 38-50
Boronda Road North Main Street to Hwy
101 On/Off Ramps 25,241 2 0.89 47
East Blanco
Road Blanco Circle to Abbott Street 20,283 0 0.00 58
East Market
Street
Monterey Street to Greenfield
Alley 19,903 1 0.60 80
Harkins Road Hansen Street to City Limits 9,559 2 0.36 40-59 North Main
Street at San
Juan Grade Road
Intersection 8,914 3 5.84 57
Natividad Road East Boronda Road to Rogge
Road 8,873 6 0.93 50
Skyway
Boulevard
Airport Boulevard to East
Alisal Street 4,870* 1 0.64 34
South Sanborn
Road
Work Street to East Alisal
Street 34,884 8 0.50 58-60
Sherwood Drive East Market Street to Calle
Cebu 25,082 3 1.23 61
San Juan Grade
Road
North Main Street to Boronda
Road 8,914 4 2.02 57
East Laurel
Drive
Williams Road to North
Sanborn Road 8,268 8 2.09 26-48
Central Avenue South Davis Road to Salinas
Street 3,108 2 0.75 40-54
Pajaro Street West Market Street to San
Ramon Circle 5,590 4 0.67 49-56
Sherwood
Drive/Natividad
Road
Sherwood Place to East
Laurel Drive 25,138 6 0.71 76
Garner Avenue Williams Road to North
Sanborn Road 16,931 7 0.90 22-29
East Bernal
Drive
Rosarita Drive to Sherwood
Drive 13,935 2 1.16 81
Las Casitas
Drive
Constitution Boulevard to
Rider Avenue 5,926 12 5.34 31-50
Page |
6 Salinas Street East Market Street to Clay
Street 7,352
8 2.95 24-56
Post Drive Calle del Adobe to North
Davis Road 4,750
*1 1.38 48
North Main
Street
East Boronda Road to Russell
Road 11,764 17 2.23 74
West Alvin
Drive
North Main Street to
Cherokee Drive 9,060
7 2.80 46
Williams Road Bardin Road to Del Monte
Avenue 11,273 10 6.60 50
Williams Road East Boronda Road to Old
Stage Road 3,117
6 2.33 29
Monterey Street East Market Street to John
Street 4,454
8 5.06 52-62
Homestead
Avenue
Central Avenue to Iverson
Street 4,324
1 0.70 39
Del Monte
Avenue
Williams Road to North
Sanborn Road 4,398 11 3.83 36
-55
Rogge Road Natividad Road to San Juan
Grade Road 5,851
0 0.00 33-78
East Boronda
Road
Natividad Road to Rider
Avenue 17,903 11 0.45 37
-44
Kern Street East Alisal Street to Longbow
Drive 9,100
*3 0.82 37-62
Iris Drive North Main Street to Lupin
Drive 4,297
3 2.72 29
East Market
Street
Sherwood Drive to Griffin
Street 16,716
3 0.86 68
Work Street John Street to South Sanborn
Road 5,653
6 1.21 25-74
Griffin Street John Street to East Market
Street 2,790
*7 5.86 32-70
Madrid Street Segovia Circle to North Main
Street 7,981
8 4.42 36
East Laurel
Drive
North Main Street to
Natividad Road 26,266 19 1.26 57
West Acacia
Street
South Davis Road to South
Main Street 3,692
3 0.77 39-52
Mortensen
Avenue
Skyway Boulevard to Mercer
Way N/A
0 N/A 22
Mercer Way Mortensen Avenue to Airport
Boulevard N/A
0 N/A 33
Maple Street North Main Street to Pajaro
Street 3,156
3 8.87 40
Rider Avenue Garner Avenue to Mimbrera
Way 3,871
0 0.00 25
Page | 7
Schilling Place Harkins Road to Eden Street 2,970* 1 1.93 58 Villa Street Central Avenue to South
Davis Road 3,999 0 0.00 42-65
Adams Street East Laurel Drive to Navajo
Drive 5,261 0 0.00 39
Towt Street East Alisal Street to East
Market Street 4,120 1 2.18 80
Old Stage Road Williams Road to 900 Block N/A 4 N/A 33
*ADT approximated from peak hour count, and K=0.10
Traffic and Transportation Commission
The 2024-2025 Restriping Prioritization List was presented to the Traffic and Transportation Commission at its April 11, 2024 meeting. The Commission voted (4-1) in favor to recommend City Council approve the 2024-2025 Restriping Prioritization List.
CEQA CONSIDERATION:
Not a Project. The City of Salinas has determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA) (CEQA Guidelines Section 15378).
STRATEGIC PLAN INITIATIVE:
The 2024-2025 Restriping Prioritization List supports the Council’s goals of “Infrastructure and Environmental Sustainability” and “Public Safety”.
DEPARTMENTAL COORDINATION:
The City’s Public Works Department is responsible for the maintenance of roadway striping.
FISCAL AND SUSTAINABILITY IMPACT:
There is no immediate financial impact associated with accepting the 2024-2025 Restriping Prioritization List. Funding for this project will be recommended for appropriation during the budget development process.
ATTACHMENTS:
Resolution
Attachment 1: Current Conditions Photos
RESOLUTION No. _______ (N.C.S.)
A RESOLUTION APPROVING THE 2024-2025 RESTIPING PRIORITIZATION LIST WHEREAS, staff surveyed major and minor arterial roads in need of restriping and received several service requests to restripe roads from Salinas residents; and WHEREAS, the number of roads in need of restriping exceed the City’s budgeted resources, and there is therefore a need to prioritize restriping; and WHEREAS, the Traffic and Transportation Commission voted (4-1) in favor to recommend Council approve the 2024-2025 Restriping Prioritization List; and WHEREAS, the City of Salinas has determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA) (CEQA Guidelines Section 15378).
NOW, THEREFORE, BE IT RESOLVED BY THE SALINAS CITY COUNCIL approves the 2024-2025 Restriping Prioritization List.
PASSED AND APPROVED this 7th day of May 2024 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
_________________________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
1 Attachment 1: Current Conditions Photos
North Sanborn Road between East Alisal Street and East Laurel Drive N Sanborn Rd S/O E Laurel Dr
Boronda Road between North Main Street and City Limits
Boronda Rd W/O N Main St
2 East Blanco Road between Blanco Circle to Abbott Street E Blanco Rd N/O Blanco Cir
East Market Street between Monterey Street and Greenfield Alley E Market St E/O Pajaro St
3 Harkins Road between Hansen Street and City Limits
Harkins Rd S/O Abbott St
North Main Street at San Juan Grade Road
N Main St at San Juan Grade Rd
4 Skyway Boulevard between Airport Boulevard and East Alisal Street Skyway Blvd N/O Airport Blvd
South Sanborn Road between Fairview Avenue and Work Street S Sanborn Rd S/O Hwy 101 On Ramp
5 San Juan Grade Road between North Main Street and Boronda Road San Juan Grade Rd S/O Boronda Rd
Sherwood Drive between Market St and Calle Cebu
Sherwood Dr N/O Market St
6 East Laurel Drive between Williams Road to North Sanborn Road E Laurel Dr N/O 1st Ave
Central Avenue between South Davis Road and Salinas Street Central Ave E/O Capitol St
7 Natividad Road between East Boronda Road and Rogge Road Natividad Rd N/O E Boronda Rd
Pajaro Street between West Market Street and San Ramon Circle Pajaro St N/O John St
8 Sherwood Drive/Natividad Road between Sherwood Place and East Laurel Drive Sherwood Dr S/O E Bernal Dr
Garner Avenue between Williams Road and North Sanborn Road Garner Ave S/O Towt St
9 East Bernal Drive between Rosarita Drive and Sherwood Drive E Bernal Dr W/O Sherwood Dr
Las Casitas Drive between Constitution Boulevard and Rider Avenue Las Casitas Dr S/O Constitution Blvd
10 Salinas Street between East Market Street and Clay Street Salinas St S/O Gabilan St
Post Drive between Calle del Adobe and North Davis Road Post Dr S/O Called del Adobe
11 North Main Street between East Boronda Road and Russell Road N Main St N/O Massa St
West Alvin Drive between North Main Street and Cherokee Drive W Alvin Dr W/O N Main St
12 Williams Road between Bardin Road and Del Monte Avenue Williams Rd N/O Bardin Rd
Williams Road between East Boronda Road and Old Stage Road Williams Rd N/O E Boronda Rd
13 Monterey Street between East Market Street and John Street Monterey St N/O John St
Homestead Avenue between Central Avenue and Iverson Street Homestead Ave W/O Clay St
14 Del Monte Avenue between Williams Rd and North Sanborn Road Del Monte Ave S/O Burke St
Rogge Road between Natividad Road and San Juan Grade Road Rogge Rd W/O Bollenbacher Dr
15 East Boronda Road between Natividad Road and Rider Avenue E Boronda Rd N/O Rider Ave
Kern Street between East Alisal Street and Longbow Drive Kern St N/O E Market St
16 Iris Drive between North Main Street and Lupin Drive Iris Dr E/O Lupin Dr
East Market Street between Sherwood Drive and Griffin Street E Market St at Griffin St
17 Work Street between Work Cir and South Sanborn Road
Work St E/O Elvee Cir
Griffin Street between John Street and East Market Street Griffin St W/O John St
18 Madrid Street between Segovia Circle and North Main Street Madrid St N/O Segovia Cir
East Laurel Drive between North Main Street and Natividad Road E Laurel Dr W/O Natividad Rd
19 West Acacia Street between South Davis Road and South Main Street W Acacia St W/O S Main St
Mortensen Avenue between Skyway Boulevard and Mercer Way Mortensen Ave W/O Skyway Blvd
20 Mercer Way between Mortensen Avenue and Airport Boulevard Mercer Wy N/O Mortensen Ave
Maple Street between North Main Street and Pajaro Street Maple St E/O S Main St
21 Rider Avenue between Del Monte Avenue and Mimbrera Way Rider Ave E/O Antigua Ave
Schilling Place between Harkins Road and Eden Street
Schillin Pl E/O Harkins Rd
22 Villa Street between Central Avenue and South Davis Road Villa St S/O W Market St
Adams Street between East Laurel Drive and Navajo Drive Adams St N/O Tulane Dr
23 Towt Street between East Alisal Street and East Market Street Towt St N/O E Alisal St
Old Stage Road between Williams Road and City Limits
Old Stage Rd N/O Williams Rd
City of Salinas
Legislation Text
200 Lincoln Ave., Salinas,
CA 93901
www.cityofsalinas.org
File #: ID#24-251, Version: 1
Emergency Sherwood Hall HVAC Control System Replacement Approve a Resolution authorizing the Interim City Manager to execute all necessary documents related to the emergency HVAC Control System Replacement at Sherwood Hall through the existing on-call service contract with ESI for $196,312 to include a 20% ($39,262) contingency for a total amount not to exceed $235,574.
City of Salinas Page 1 of 1 Printed on 5/3/2024
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Page | 1
CITY OF SALINAS
COUNCIL STAFF REPORT
DATE: MAY 7, 2024
DEPARTMENT: LIBRARY AND COMMUNITY SERVICES & PUBLIC WORKS FROM: KRISTAN LUNDQUIST, LIBRARY AND COMMUNITY
SERVICES DIRECTOR
DAVID JACOBS, PUBLIC WORKS DIRECTOR
BY: ANA AMBRIZ, RECREATION-PARK SUPERINTENDENT
SEAN SCHMIDT, FACILITIES MAINTENANCE MANAGER
TITLE: EMERGENCY SHERWOOD HALL HVAC CONTROL SYSTEM
REPLACEMENT
RECOMMENDED MOTION:
A motion to approve a Resolution authorizing the Interim City Manager to execute all necessary documents related to the emergency HVAC Control System Replacement at Sherwood Hall through the existing on-call service contract with ESI for $196,312 to include a 20% ($39,262) contingency for a total amount not to exceed $235,574.
EXECUTIVE SUMMARY:
Sherwood Hall’s HVAC control air system has failed. The system has large air leaks causing the buildings air compressor to operate continually and ultimately fail. The failed control system causes the building to drastically overheat posing issue to facility permittees.
BACKGROUND:
The Public Works Facilities Division has been working with Library and Community Services Recreation-Park Division and the on-call service contractor, Environmental Systems Inc. (ESI) on issues pertaining to Sherwood Hall’s HVAC System for a couple of years. Earlier this year, an organization who rented the facility reached out Recreation-Park staff to inform them of the facility being hot and uncomfortable. Recreation-Park staff immediately reached out to Facilities and came on site to troubleshoot the HVAC system.
On March 13, 2024, Facilities informed Recreation- Park staff that the building’s HVAC control air system had failed. The system was assessed as part of its quarterly maintenance, and it was determined that there were large air leaks causing the buildings air compressor to operate continually and ultimately fail. The failed control system causes the building to drastically Page | 2
overheat and unable to provide code required air requirements for an occupied public space. The assessment recommended to replace the nomadic HVACV control system to digital. The replacement will not only allow Facilities to detect proper function, but it will improve efficiencies by allowing them to address any issues remotely.
Labor and materials are estimated at $196,312.00. A twenty percent (20%) contingency is requested as part of this work to address any unforeseen deficiencies in the system that may be discovered while performing the work.
Staff is seeking Council approval of this replacement of the HVAC Control System pursuant to Section 12-27 of the Salinas Municipal Code, staff is requesting exceptions to competitive bidding for this agreement given that ESI is the City’s on-call service contractor for the HVAC systems and is familiar with the system and that competitive bidding of this item would further extend the timeline for replacement of the system.
CEQA CONSIDERATION:
Not a Project. The City of Salinas has determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA) (CEQA Guidelines Section 15378).
STRATEGIC PLAN INITIATIVE:
This project addresses the current City Council’s Goals of Infrastructure and Environmental Sustainability by improving city facilities.
DEPARTMENTAL COORDINATION:
The Facilities Division along with the City Manager’s Office have worked together to identify funding for the replacement of the HVAC Control System. The Public Works Facilities Division has been working with Library and Community Services Recreation Park Division to address system failures and bring the item before Council for approval. The Facilities Divisions will ensure timely replacement and proper protocols are followed.
FISCAL AND SUSTAINABILITY IMPACT:
There are sufficient funds within American Rescue Plan Act Funding, Adaptations to City Hall, with said project being updated to “Adaptations to City Hall/City Facility HVAC”.
Replacing the HVAC Control System will create substantial energy savings by having control over the HVAC systems schedule and setpoints.
ATTACHMENTS:
Resolution
Quote
Agreement
1 RESOLUTION NO. (N.C.S.)
EMERGENCY SHERWOOD HALL HVAC CONTROL SYSTEM REPLACEMENT WHEREAS, Public Works Facilities Division has been working with Library and Community Services Rec-Park Division and the on-call service contractor, Environmental Systems Inc. (ESI) on issues pertaining to Sherwood Hall’s HVAC System; and WHEREAS, on March 13, 2024, the Facilities Division informed the Rec-Park Division that the HVAC Control System had failed; and
WHEREAS, replacement of the Control System is recommended; and WHEREAS, pursuant to Section 12-27 competitive bidding would further delay ordering and replacing the HVAC Control System and ESI is the city’s HVAC service contractor and is most intimately familiar with the system; and
WHEREAS, The City of Salinas has determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA) (CEQA Guidelines Section 15378).
NOW, THEREFORE, BE IT RESOLVED that the Salinas City Council hereby approves emergency replacement of the Sherwood Hall HVAC Control System as part of the existing on-call service contract with ESI for $196,312; and BE IT FURTHER RESOLVED that an additional 20% of new contract amount for contingencies in the amount of $39,262 is authorized for the Emergency Sherwood Hall HVAC Control System Replacement for a total contract cost not to exceed $235,574, with said amount being paid from American Rescue Plan Act funding (ARPA), and coming from the updated project, “Adaptations to City Hall/City Facility HVAC”; and BE IT FURTHER RESOLVED that the Interim City Manager is hereby authorized to execute all necessary documents related to the HVAC Control System Replacement.
PASSED AND APPROVED this 7
th day of May 2024, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
2 APPROVED:
______________________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
April 23, 2024
City of Salinas
200 Lincoln Ave
Salinas, CA 93901
Email: [email protected]
Attention: Sean Schmidt
Reference: Sherwood Hall EMS Building Control Air Failure and Replacement Quote: CITY290-24 Revision 1
Environmental Systems, Inc. proposes to provide the labor and material to complete the following:
The building’s HVAC control air system has failed. The system has large air leaks causing the buildings air compressor to operate continually and ultimately fail (multiple air compressors failures have occurred). The failed control system causes the building to drastically overheat. This may become more apparent as the need for cooling becomes greater and the need for heating decreases for the season change.
Proposed Work:
1. Remove the existing heating and cooling pneumatic valve actuators
2. Install Delta actuator replacement kits for digital operation
3. Replace valve bodies
4. Perform piping modifications as needed
5. Replace existing pneumatic tubing with control wiring for all sensor and controller locations
6. Install 16 Delta VAV reheat retrofit kits
7. Program and test
8. Shut Down and safe off existing air compressor
Total Price for the above scope: $189,612.00
Expedited order processing and shipping: $2800.00
Bond: $3900.00
TOTAL: $196,312.00
Exclusions:
Overtime labor, permits, service, repairs or component replacement other than stated above If this project requires bonds, please add 2% to the total proposal amount Please feel free to contact us if you have any questions or if we can be of further assistance.
If you are satisfied with our proposal and would like us to proceed, please sign below and email to [email protected] . Price is valid for 30 days.
Kenneth J Filice
Senior Project Manager
Acceptance of the above proposal:
The price, specifications, and conditions of this proposal are satisfactory and hereby acceptable. I/We have read and acknowledge, and understand Environmental Systems Inc.’s General Terms and conditions attached, and hereby incorporate the same as part of this Proposal & Contract. I/We agree to make all payments as outlined above.
P.O. Number: _____________________________________ Amount: __________________________________ Signature: _________________________________________ Date: _____________________________________ Print Name: _______________________________________________ 3353 DE LA CRUZ BLVD. SANTA CLARA, CA 95054 TEL: (408) 980-1711 FAX: (408) 980-0714 www.esite.net
Environmental Systems Inc – General Terms and Conditions SECTION 1. ENTIRE AGREEMENT. The proposal on page 1, and these General Terms and Conditions represents the entire agreement. Owner may issue a Purchase order for accounting purposes, but these General terms and conditions will prevail.
SECTION 2. PAYMENT TERMS: Owner agrees to pay Environmental Systems Inc as follows: (A) 100% upon completion of project. (B) Any other payment terms must be mutually agreed to in writing between Owner and Environmental Systems Inc. (C) Progress payments based on amount of work completed each month.
SECTION 3. CHANGES IN WORK. Contractor shall not be required to make any changes in the work without a mutually agreed to written change order authorization which includes the new scope of work and agreed to price. If Owner provides verbal direction, Owner agrees to follow up in writing within 5 days, but in no event shall verbal direction preclude Environmental Systems Inc from being reimbursed for the change order work. Written changes will not be required if Contractor acts in response to an emergency situation.
SECTION 4. CLAIMS. If any dispute shall arise between Owner and Contractor regarding performance of the work, or any alleged change in the work, Contractor may perform the disputed work and shall submit a notice of a claim for additional compensation for the work within ten (10) days after commencement of the disputed work. Any and all claims shall first be addressed in an Owner/Contractor meeting for resolution. If that is unsuccessful, Contractor may request and Owner agrees to binding arbitration. SECTION 5.
GUARANTEE. Environmental Systems Inc guarantees and warrants all materials and workmanship and agrees to replace at his sole cost and expense any and all materials adjudged defective or damaged from said installation during a period of either (A) 30 days for repair work or (B) one year from completion for installation of new equipment. These specifications shall control unless a greater period of guarantee is provided by Equipment or material manufacturers.
SECTION 6. INSURANCE. Environmental Systems Inc shall, at its expense, procure limits and maintain insurance on all of its operations. The following will be considered acceptable insurance requirements on all projects. a. Workers Compensation and Employer’s Liability insurance; amounts as required by statute. b. Comprehensive General Liability or Commercial General Liability insurance covering all operations: $1,000,000.00 c. Automobile Liability insurance, including coverage for allow owned, hired and non-owned automobiles: $1,000,000.00 All insurance coverages shall be in amounts and for duration of the project.
SECTION 7. INDEPENDENT CONTRACTOR. Environmental Systems Inc is an independent contractor and not an agent for Owner
SECTION 8. ASBESTOS. Contractor agrees to stop work immediately and notify Owner should asbestos or asbestos related products be discovered during the course of construction. Work will continue only after the asbestos hazard has been abated by Owner and the Owner has authorized work to be restarted. Any such Asbestos remediation is not included in this contract.
SECTION 9. SEVERABILITY. If any one or more of the provisions of this Agreement, or the applicability of any such provision to a specific situation, is deemed invalid or unenforceable, then such provision shall be modified to the minimum extent necessary to make it or its application valid or enforceable, and the validity and enforceability of all other provisions of this agreement, and all other applications of such provisions, shall not be affected.
SECTION 10. JURISDICTION AND VENUE. Contractor and Owner agree that this contract shall be construed in accordance with, and governed by, the laws of the State of California. The jurisdiction and venue for any dispute arising from this contract shall be Santa Clara County, California.
SECTION 11. ATTORNEYS FEES. If any action is commenced between the parties hereto concerning the project or enforcement of this Agreement, the prevailing party in such litigation shall be entitled to, in addition to such other relief as may be granted, court costs, legal expenses, and reasonable attorneys’ fees.
CONTRACTORS ARE REQUIRED, BY LAW, TO BE LICENSED AND REGULATED BY THE CONTRACTORS’ STATE LICENSE
BOARD WHICH HAS JURISDICTION TO INVESTIGATE COMPLAINTS AGAINST CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OR OMISSION IS FILED WITHIN FOUR YEARS OF THE DATE OF THE ALLEGED VIOLATION. A
COMPLAINT REGARDING A LATENT ACT OR OMISSION PERTAINING TO STRUCTURAL DEFECTS MUST BE FILED WITHIN 10 YEARS OF THE DATE OF THE ALLEGED VIOLATION. ANY QUESTIONS CONCERNING A CONTRACTOR MAY BE REFERRED TO THE REGISTRAR, CONTRACTORS’ STATE LICENSE BOARD, and P.O. BOX 26000, SACRAMENTO, CALIFORNIA 94826.
3353 DE LA CRUZ BLVD. SANTA CLARA, CA 95054 TEL: (408) 980-1711 FAX: (408) 980-0714 www.esite.net
Agreement for Services v. January 2021 Page 1 of 10
Environmental Systems, Inc.
May 2024
AGREEMENT FOR SERVICES BETWEEN
THE CITY OF SALINAS AND ENVIRONMENTAL SYSTEMS INC.
Emergency Sherwood Hall HVAC Control System Replacement THIS AGREEMENT is executed this 7
th day of May 2024, (“Agreement” or
“Contract”) between the City of Salinas, a California Charter city and municipal corporation (hereinafter “City”) and Environmental Systems Inc., a California Corporation (Hereinafter “Contractor”).
IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:
1. Scope. Contractor hereby agrees to provide to the City, as the scope of services under this Agreement, the following services: Sherwood Hall HVAC Control System Replacement.
Contractor’s Proposal dated April 23,2024, Attachment B.
2. Timeliness. Contractor shall perform all tasks in a timely fashion, as set forth more specifically in Section 3 below. Failure to so perform is hereby deemed a material breach of this Agreement, and City may terminate this Agreement with no further liability hereunder, or the city may agree in writing with Contractor to an extension of time.
3. Term. The work under this Agreement shall commence on May 7th, 2024, and shall be completed by August 30, 2024, unless City grants a written extension of time as set forth in Section 2 above.
4. Payment. City agrees to pay, and Contractor agrees to accept as full and fair consideration for the performance of this Agreement, not to exceed one hundred ninety-six thousand three hundred twelve dollars ($196,312.00), as more fully described in title of Contractors fee schedule, Attachment B. Contractor has no right of reimbursement for expenses under this Agreement. Compensation shall become due and payable 30 days after City’s approval of Contractor’s submission of monthly written invoices to the City. The payment of any compensation shall be contingent upon performance of the terms and conditions of this Agreement to the satisfaction of the City. If City determines that the work set forth in the written invoice has not been performed in accordance with the terms of this Agreement, City shall not be responsible for payment until such time as the work has been satisfactorily performed.
5. Meet & Confer. Contractor 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 City to insure timely and adequate performance of this Agreement.
6. Insurance. Contractor shall procure and maintain for the duration of this Agreement insurance meeting the requirements specified in Attachment A hereto.
7. Indemnification. Contractor shall hold harmless, defend at its own expense, and indemnify City and its officers, officials, employees, agents, and volunteers from and against all liability, claims, damages, losses, and/or expenses including reasonable City attorney fees arising Agreement for Services v. January 2021 Page 2 of 10
Environmental Systems, Inc.
May 2024
from all acts or omissions of Contractor or its officers, agents, or employees arising out of the performance of the work under this Contract, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, except where caused by the sole negligence or willful misconduct of the City.
8. Licensing. Contractor warrants that it is properly licensed to perform the work specified under this Agreement, including but not limited to possession of a current City business license.
9. Termination. City may terminate this Agreement upon ten days’ written notice. The amount of damages, if any, as a result of such termination may be decided by negotiations between the parties or before a court of competent jurisdiction.
10. Agency. In performing the services specified under this Agreement, Contractor is hereby deemed to be an independent contractor and not an agent or employee of City.
11. Non-Assignability. The rights and obligations of Contractor hereunder are not assignable and cannot be delegated without written consent of City.
12. Entire Agreement. This Agreement constitutes the entire Agreement between the parties hereto and supersedes any and all prior agreements, whether oral or written, relating to the subject matter thereof. Any modification of the Agreement will be effective only if it is in writing signed by both parties hereto.
13. Validity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any way.
14. Counterparts. This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts.
15. Laws. Contractor agrees that in the performance of this Agreement it will comply with all applicable State, Federal and local laws, and regulations, including those outlined in Attachment C. This Agreement shall be governed by and construed in accordance with the laws of the State of California, County of Monterey, and City of Salinas.
IN WITNESS WHEREOF, this Agreement is entered into by the parties hereto on the day and year first written above.
CITY OF SALINAS
Agreement for Services v. January 2021 Page 3 of 10
Environmental Systems, Inc.
May 2024
__________________________________
Jim Pia
Interim City Manager
APPROVED AS TO FORM:
_________________________________
Christopher A. Callihan, City Attorney, or
Rhonda Combs, Assistant City Attorney
CONTRACTOR
___________________________________
By (Printed Name):___________________
Its (Title):___________________________
Agreement for Services v. January 2021 Page 4 of 10
Environmental Systems, Inc.
May 2024
Attachment A
Insurance Requirements
Contractor shall procure and maintain for the duration of the contract, and for three years thereafter, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his/her/its officers, agents, representatives, employees, and/or subcontractors.
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 $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form 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 Code 1 (any auto), with limits no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards): with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate, on an annual basis.
If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the Contractor requires and shall be entitled to the broader coverage and/or higher limits maintained by the Contractor. 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, either: the Contractor shall cause the insurer to reduce or eliminate such self-insured retentions as respects to the City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee 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.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by Agreement for Services v. January 2021 Page 5 of 10
Environmental Systems, Inc.
May 2024
or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form 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 Contractor’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to the City.
4. A copy of the claims reporting requirements must be submitted by Contractor to the City.
5. If the services involve lead-based paint or asbestos identification/remediation, the Contractor’s Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractor’s Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to the City.
Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents, and subcontractors.
Verification of Coverage
Contractor shall furnish the City with original Certificates of Insurance including an additional insured endorsement and all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins.
However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’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.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13.
Maintenance of Insurance
Maintenance of insurance by Contractor as specified shall in no way be interpreted as relieving Agreement for Services v. January 2021 Page 6 of 10
Environmental Systems, Inc.
May 2024
Contractor of its indemnification obligations or any responsibility whatsoever and the Contractor may carry, at its own expense, such additional insurance as it deems necessary.
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.
Surety Bonds
Contractor shall provide the following Surety Bonds:
1. Payment bond
2. Performance bond
3. Maintenance bond
The Payment Bond and the Performance Bond shall be in a sum equal to the contract price. If the Performance Bond provides for a one-year warranty, a separate Maintenance Bond is not necessary. If the warranty period specified in the contract is for longer than one year a Maintenance Bond equal to 10% of the contract price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.
Agreement for Services v. January 2021 Page 7 of 10
Environmental Systems, Inc.
May 2024
Attachment B
Agreement for Services v. January 2021 Page
8 of 10
Environmental Systems, Inc.
May 2024
Agreement for Services v. January 2021 Page 9 of 10
Environmental Systems, Inc.
May 2024
Attachment C
DEPARTMENT OF INDUSTRIAL RELATIONS’ STATE LABOR CODE
Labor Law Requirements
(CCR Title 8, Section 16421)
This public works project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (“DIR”). All work shall be in accordance with wage scales and applicable determinations made by the Director of the DIR, as provided by Article 2, Chapter 1, Division 2, Part 7 of the Labor Code of the State of California, commencing with §1771.
Penalties for violations may be applied by the DIR pursuant to the Labor Code §1813 and §1815. The Contractor shall indemnify, hold harmless, and defend the City (with counsel reasonably approved by the City) against any claim for damages, compensation, fines, penalties, or other amounts arising out of the failure or alleged failure of any person or entity (including Contractor and its subcontractors) to pay prevailing wages as determined pursuant to Labor Code §1720, and hereby agrees to, §§1771-1774; to employ apprentices pursuant to Labor Code §1777.5 etseq., and/or to comply with the other applicable provisions of Labor Code §1720 etseq., §§1771- 1774, §1777.5 et seq., and the implementing regulations of the DIR in connection with the scope of work. This indemnification section shall survive the expiration of the Term.
The Federal and State Labor Law requirements applicable to the Agreement are composed of, but not limited, to the following items:
1. Payment of Prevailing Wage Rates: All contractors, including subcontractors, shall pay no less than the prevailing rate of wages (Labor Code §1775), including the rates for holidays and overtime work (Labor Code §§1813 and 1815), to all workers employed in the execution of the contract (Labor Code §1774), pursuant to Labor Code §§1720-1784.
The prevailing rates are those issued as wage determinations by the DIR, for each craft, classification, and type of work. The current wage rate information can be found at the DIR’s website at: https://www.dir.ca.gov/oprl/DPreWageDetermination.htm.
Copies of the prevailing rate of per diem wages are on file at City’s Public Works Department (principal place of office). Contractor shall post a copy of the determination of the Director of DIR of the prevailing rate of per diem wages at each job site.
2. Apprentices: Contractor and subcontractors shall employ registered apprentices on this public works Agreement pursuant to Labor Code §1777.5. All contractors on this project (prime and subcontractors) are required to submit the Division of Apprenticeship Standards’ (“DAS”) Public Works Contract Award Information (DAS 140) form to all applicable apprenticeship committees no later than 10 days before commencing work.
Additionally, all contractors are required to request registered apprentices (DAS 142 form).
Penalties for failure to pay prevailing wages (for non-exempt projects) and failure to employ apprentices include forfeitures and debarment under Labor Code §§1775 and 1777.7.
3. Certified Payroll Records: All contractors, including subcontractors, must maintain and file certified payroll records (“CPRs”) pursuant to Labor Code §1776. Additionally, all contractors and subcontractors must furnish certified payroll records into the DIR’s Electronic Certified Payroll Reporting (“eCPRs”) database Agreement for Services v. January 2021 Page 10 of 10
Environmental Systems, Inc.
May 2024
(https://efiling.dir.ca.gov/eCPR/pages/eCPROnlineForm.jsp). Penalties apply to Contractor and any Subcontractors for failure to do so under Labor Code §1777.
4. Subcontracting: Contractors are required to list all subcontractors hired to perform work on this public works agreement.
5. Proper Licensing/Registration: All contractors and subcontractors are required to be properly licensed, in accordance with the Provisions of Chapter 9 of Division 3 of the Business and Professions Code and subject to the requirements of §4104 of the Public Contract Code. In addition, all contractors including subcontractors must submit proof of current registration to perform public work, pursuant to Labor Code §1771.1. Contractors are required to be properly licensed and to require all subcontractors to be properly licensed. Penalties for employing workers while unlicensed under Labor Code §1021 and under the California Contractors License Law, found at Business and Professions Code §7000 et. seq.
6. Job Site Notices: Contractors are required to post all required notices (posters) on the job site in an area accessible to all workers, including subcontractors. Posters must be readable and placed in visible areas allowing workers to access the posters before, during, and after work shifts. Jobsites with multiple locations must include a portable poster board to ensure continued access to the information. Posters placed in foreman, supervisor, or employee vehicles, in an offsite job trailer, or inside a temporary restroom do not meet the posting requirement. Posters may be printed from the DIR’s website at:
http://www.dir.ca.gov/wpnodb.html.
7. Nondiscrimination in Employment – Equal Employment Opportunity (“EEO”):
Employment discrimination is prohibited, pursuant to Labor Code §1777.6, the Government Code, and Title VII of the Civil Rights Act of 1964.
8. Kickbacks Prohibited: Contractors and subcontractors are prohibited from recapturing wages illegally by accepting or extracting “kickbacks” from employee wages pursuant to Labor Code §1778.
9. Acceptance of Fees Prohibited: Contractors and subcontractors are prohibited from accepting fees for registering any person for public work or for filling work orders on public works contracts, pursuant to Labor Code §§1779 and 1780.
10. Unfair Competition Prohibited: Contractors and subcontractors are prohibited from engaging in unfair competition as specified under Business and Professions Code §§17200 - 17208.
11. Workers’ Compensation: Contractors and subcontractors must be properly insured for Workers’ Compensation under Labor Code §1861. Contractor hereby represents that Contractor is aware of the provisions of Section 3700 of the Labor Code, which require every employee to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and Contractor will comply with such provisions before commencing the performance of the work of this agreement.
12. OSHA: Contractors and subcontractors must abide by the Occupational, Safety, and Health Laws and regulations that apply.
City of Salinas
Legislation Text
200 Lincoln Ave., Salinas,
CA 93901
www.cityofsalinas.org
File #: ID#24-252, Version: 1
Granicus, LLC Subscription Renewal - Government Experience Cloud Solution Approve a Resolution authorizing a subscription renewal with Granicus, LLC for Government Experience Cloud solution in an amount not to exceed $36,933.75 for FY 2024/25.
City of Salinas Page 1 of 1 Printed on 5/3/2024
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CITY OF SALINAS
COUNCIL STAFF REPORT
DATE: MAY 7, 2024
DEPARTMENT: ADMINISTRATION
FROM: PATRICIA M. BARAJAS, CITY CLERK
ALEXIS MEJIA, ASSISTANT CITY CLERK
TITLE: GRANICUS, LLC SUBSCRIPTION RENEWAL – GOVERNMENT
EXPERIENCE CLOUD SOLUTION
RECOMMENDED MOTION:
Approve a Resolution authorizing a subscription renewal with Granicus, LLC for Government Experience Cloud solution in an amount not to exceed $36,933.75 for FY 2024/25.
EXECUTIVE SUMMARY:
Granicus, LLC Government Experience Cloud is a Service (SaaS) solution that enables local governments transform the resident experience by increasing workflow efficiencies and maximizing technology investment. The Government Experience Cloud Solution supports the city’s website and public engagement tools. The Granicus, LLC annual subscription is set to expires on June 30, 2024. Subscription renewal shall not exceed $36,933.75 for FY 2024/25.
BACKGROUND:
In June 2022, the City entered into an agreement with Granicus, LLC for the redesign of the City’s website and public engagement tools. The website redesign and public engagement project goal was to create a “virtual City Hall” that the community can easily navigate, learn about the City’s initiatives and events, complete forms, and processes online, and access services and information.
This project included using the latest web design and content standards for language access and Americans with Disabilities Act (ADA) compliance, and ability to maintain these standards and requirements as they change.
Website and engagement tool functionality that Granicus provides as part of the subscription include:
OpenCities – Website and Content Management
OpenCities – Comprehensive Service and Support Ticketing System OpenForms Enterprise – Digital Forms and Workflow Automation Communications Cloud/GovDelivery – Email and SMS Communications OpenCities – Cloud Security Licensing with 24/7/365 security.
CEQA CONSIDERATION:
Not a Project. The City of Salinas has determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA) (CEQA Guidelines Section 15378).
Page | 2
STRATEGIC PLAN INITIATIVE:
Subscription renewal of Granicus, LLC is in line with the City Council Goal of Effective and Culturally Responsive Government. The Council identified strategies that included evaluating technology gaps, effective governance, transparency and public engagement.
DEPARTMENTAL COORDINATION:
The City Clerk’s Office and Administration continue to work in collaboration with all department to support the City website content management and public engagement.
FISCAL AND SUSTAINABILITY IMPACT:
Funding will be included in the Proposed FY 2024/25 budget.
ATTACHMENTS:
Resolution
FY 2024/25 Quote
Page | 3
RESOLUTION ___________ (N.C.S.)
RESOLUTION AUTHORIZING THE SUBSCRIPTION RENEWAL WITH GRANICUS, LLC IN THE AMOUNT OF $36,933.75 TO PROVIDE GOVERNMENT EXPERIENCE
CLOUD SOLUTION
BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF SALINAS: that the City Councill does hereby approve the attached subscription renewal, Exhibit A, between Granicus, LLC, and the City, in the amount of $36,933.75 for FY 2024/25.
PASSED AND ADOPTED this 7
th day of May 2024 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
APPROVED:
_____________________________
Kimbley Craig, Mayor
ATTEST:
_____________________________
Patricia M. Barajas, City Clerk
THIS IS NOT AN INVOICE Order Form
Prepared for
Salinas, CA
Order #: Q-332651
Prepared: 15 Mar 2024
Granicus Budgetary Proposal for Salinas, CA
ORDER DETAILS
Prepared By: Jessica Shubbie
Phone:
Email: [email protected]
Order #: Q-332651
Prepared On: 15 Mar 2024
Expires On: 23 Jun 2024
Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)
Period of Performance: 24 Jun 2024 - 23 Jun 2025
The subscription includes the following domain(s) and subdomain(s):
•https://www.cityofsalinas.org/
ORDER TERMS
Current Subscription
End Date: 23 Jun 2024
Order Form
Salinas, CA
Order #: Q-332651
Prepared: 15 Mar 2024
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal.
Government Experience Cloud Subscription Fees
Solution Billing Frequency Annual Fee
Government Experience Cloud (SERVE) Annual $36,933.75
Communications Cloud Tier:
for up to 25000 subscribers
Order Form
Salinas, CA
Order #: Q-332651
Prepared: 15 Mar 2024
TERMS & CONDITIONS
• This quote, and all products and services delivered hereunder are governed by the terms located at https://granicus.com/legal/licensing, including any product-specific terms included therein (the “License Agreement”). If your organization and Granicus has entered into a separate agreement or is utilizing a contract vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the separate agreement or contract vehicle to the extent applicable. • If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote Q-332651 dated 15 Mar 2024 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. • This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of Salinas, CA to provide applicable exemption certificate(s). • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription.
• The terms and conditions set forth in the Agreement effective 24 Jun 2022 are incorporated herein by reference. • Client will be invoiced for use of any product or service measured or capped by volume or amount of usage that exceeds the permitted amount set forth in this Quote at the same cost or rate set forth herein. • Updates to Shared Short Codes for SMS/Text Messaging:
Granicus will be migrating all clients with SMS/Text Messaging Solutions using a shared short code option to a unique standard toll-free number within the United States (International numbers not supported). Short Codes are recommended for Text-to-Subscribe functionalities, if enabled where available, for an additional fee.
Client must have explicit opt-in for all destinations sent to and adhere to all CTIA guidelines for the duration of its use.
City of Salinas
Legislation Text
200 Lincoln Ave., Salinas,
CA 93901
www.cityofsalinas.org
File #: ID#24-253, Version: 1
Granicus, LLC Subscription Renewal - Government Transparency Suite Approve a Resolution authorizing the subscription renewal with Granicus, LLC to provide a legislative agenda management and meeting efficiency solution in an amount not to exceed $40,938.14 and authorizing the Interim City Manager to enter into an agreement with Granicus LLC for the subscription renewal.
City of Salinas Page 1 of 1 Printed on 5/3/2024
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Page | 1
CITY OF SALINAS
COUNCIL STAFF REPORT
DATE: MAY 7, 2024
DEPARTMENT: ADMINISTRATION
FROM: PATRICIA M. BARAJAS, CITY CLERK
ALEXIS MEJIA, ASSISTANT CITY CLERK
TITLE: GRANICUS, LLC SUBSCRIPTION RENEWAL – GOVERNMENT
TRANSPARENCY SUITE
RECOMMENDED MOTION:
A motion to approve a Resolution authorizing the subscription renewal with Granicus, LLC to provide a legislative agenda management and meeting efficiency solution in an amount not to exceed $40,938.14 and authorizing the Interim City Manager to enter into an agreement with Granicus LLC for the subscription renewal.
EXECUTIVE SUMMARY:
Granicus, LLC is a Software as a Service (SaaS) solution that enables local government organization to automate the entire legislative process by drafting legislation, automated approvals and workflows saving staff countless hours while helping maintain legislative accuracy. Granicus allows staff to easily manage the entire legislative process from start to finish promoting government transparency. The Granicus, LLC subscription is set to expires on June 30, 2024.
Subscription renewal shall not exceed $40,938.14 for FY 2024/25.
BACKGROUND:
In April 2014, the City Clerk’s office began using Granicus, LLC software in efforts to streamline the City Council meeting agenda management process. Granicus’ Government Transparency Suite and Meeting Efficiency Suite along with associated hardware and software allows the staff to create and manage items for the agendas, automate the agenda item approval process electronically, simplify the agenda creation and compiling all supporting material for all legislative meetings. The Granicus software is currently utilized by the Airport Commission, Historic Resources Commission, Library and Community Services Commission, Public Art Commission, Planning Commission, Traffic and Transportation Commission, Measure G, Measure E, Police Community Advisory Committee, and numerous Subcommittees.
CEQA CONSIDERATION:
Page | 2
Not a Project. The City of Salinas has determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA) (CEQA Guidelines Section 15378).
STRATEGIC PLAN INITIATIVE:
Subscription renewal of Granicus, Inc. SaaS is in line with the City Council Goal of Effective and Culturally Responsive Government. The Council identified strategies that included evaluating technology gaps, effective governance and transparency of all city commissions, boards, and committees.
DEPARTMENTAL COORDINATION:
The City Clerk’s Office continues to work in coordination with all department to support the agenda management process for all legislative bodies.
FISCAL AND SUSTAINABILITY IMPACT:
Funding will be included in the Proposed FY 2024/25 budget.
ATTACHMENTS:
Resolution
Service Agreement
Page | 3
RESOLUTION ___________ (N.C.S.)
A RESOLUTION AUTHORIZING THE SUBSCRIPTION RENEWAL WITH
GRANICUS, LLC IN THE AMOUNT OF $40,938.14 TO PROVIDE A LEGISLATIVE
AGENDA MANAGEMENT SOLUTION
BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF SALINAS: that the City Council does hereby approve the attached subscription renewal, Exhibit A, between Granicus, LLC, and the City, in the amount of $40,938.14 for FY 2025 and authorizes the Interim City Manager to enter into an agreement with Granicus LLC consistent with this Resolution.
PASSED AND APPROVED this 7
th day of May 2024 by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
APPROVED:
_____________________________
Kimbley Craig, Mayor
ATTEST:
_____________________________
Patricia M. Barajas, City Clerk
THIS IS NOT AN INVOICE Order Form
Prepared for
Salinas, CA
Order #: Q-338321
Prepared: 05 Apr 2024
Granicus Proposal for Salinas, CA
ORDER DETAILS
Prepared By: Korgbae Freeman
Phone:
Email: [email protected]
Order #: Q-338321
Prepared On: 05 Apr 2024
Expires On: 30 Jun 2024
Currency: USD
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)
Period of Performance: 01 Jul 2024 - 30 Jun 2025
ORDER TERMS
Current Subscription
End Date: 30 Jun 2024
Order Form
Salinas, CA
Order #: Q-338321
Prepared: 05 Apr 2024
PRICING SUMMARY
The pricing and terms within this Proposal are specific to the products and volumes contained within this Proposal.
Renewing Subscription Fees
Solution Billing
Frequency Quantity/Unit Annual Fee
Government Transparency Suite Quarterly 1 Each $7,164.31 Granicus Encoding Appliance Software
(GT) Quarterly 1 Each $2,823.99
Legistar Quarterly 1 Each $16,979.43
Granicus Remote Administration Quarterly 1 Each $1,432.86 Meeting Efficiency Suite Quarterly 1 Each $12,537.55
Open Platform Suite Quarterly 1 Each $0.00
SUBTOTAL: $40,938.14
Order Form
Salinas, CA
Order #: Q-338321
Prepared: 05 Apr 2024
PRODUCT DESCRIPTIONS
Solution Description
Government Transparency
Suite
Government Transparency are the live in-meeting functions. Streaming of an event, pushing of documents, and indexing of events.
Granicus Encoding Appliance
Software (GT)
Granicus Encoding Appliance Software (GT) This includes the LiveManager Software solution where webcasts are started/stopped, agendas amended and indexed, votes and attendance recorded, and minutes created.
Legistar Legistar is a Software-as-a-Service (SaaS) solution that enables government organizations to automate the entire legislative process of the clerk’s office. Clerks can leverage Legistar to easily manage the entire legislative process from drafting files, through assignment to various departments, to final approval. Legistar includes:
• Unlimited user accounts
• Unlimited meeting bodies and meeting types
• Unlimited data storage and retention
• Up to one (1) Legistar database
• Up to one (1) InSite web portal
Order Form
Salinas, CA
Order #: Q-338321
Prepared: 05 Apr 2024
Solution Description
Meeting Efficiency Suite Meeting Efficiency is a hybrid Software-as-a-Service (SaaS) and Hardwareas-a-Service (HaaS) solution that enables government organizations to simplify the in-meeting management and post-meeting minutes creation processes of the clerk’s office. By leveraging this solution, the client will be able to streamline meeting data capture and minutes production, reducing staff efforts and decreasing time to get minutes published. During a meeting, use LiveManager to record roll calls, motions, votes, notes, and speakers, all indexed with video. Use the index points to quickly edit minutes, templates to format in Microsoft Word, and publish online with the click of a button. Meeting Efficiency includes:
• Unlimited user accounts
• Unlimited meeting bodies
• Unlimited storage of minutes documents
• Access to the LiveManager software application for recording information during meetings
• Access to the Word Add-in software component for minutes formatting in MS Word if desired
• Up to one (1) MS Word minutes template (additional templates can be purchased if needed)
Open Platform Suite Open Platform is access to MediaManager, upload of archives, ability to post agendas/documents, and index of archives. These are able to be published and accessible through a searchable viewpage.
Order Form
Salinas, CA
Order #: Q-338321
Prepared: 05 Apr 2024
TERMS & CONDITIONS
• This quote, and all products and services delivered hereunder are governed by the terms located at https://granicus.com/legal/licensing, including any product-specific terms included therein (the “License Agreement”). If your organization and Granicus has entered into a separate agreement or is utilizing a contract vehicle for this transaction, the terms of the License Agreement are incorporated into such separate agreement or contract vehicle by reference, with any directly conflicting terms and conditions being resolved in favor of the separate agreement or contract vehicle to the extent applicable. • If submitting a Purchase Order, please include the following language: The pricing, terms and conditions of quote Q-338321 dated 05 Apr 2024 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order. • This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It is the responsibility of Salinas, CA to provide applicable exemption certificate(s). • Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate the subscription.
• The terms and conditions set forth in the Agreement effective 01 Jul 2016 are incorporated herein by reference.
Order Form
Salinas, CA
Order #: Q-338321
Prepared: 05 Apr 2024
BILLING INFORMATION
Billing Contact: Purchase Order
Required?
[ ] - No
[ ] - Yes
Billing Address: PO Number:
If PO required
Billing Email: Billing Phone:
If submitting a Purchase Order, please include the following language:
The pricing, terms, and conditions of quote Q-338321 dated 05 Apr 2024 are incorporated into this Purchase Order by reference and shall take precedence over any terms and conditions included in this Purchase Order.
AGREEMENT AND ACCEPTANCE
By signing this document, the undersigned certifies they have authority to enter the agreement. The undersigned also understands the services and terms.
Salinas, CA
Signature:
\s1\
Name:
\n1\
Title:
\t1\
Date:
\d1\
City of Salinas
Legislation Text
200 Lincoln Ave., Salinas,
CA 93901
www.cityofsalinas.org
File #: ID#24-256, Version: 1
Amendment No 1 to On-Call Master Service Agreements
Approve a Resolution authorizing Amendment No.1 to the Master Services Agreement (MSA) for Professional Services to for On-Call Master Architectural Services, Civil Engineering and Project Management, Material Testing, NPDES Support Services, Land Surveying, and Traffic and Transportation Services, to establish a not to exceed limit of three million dollars ($3,000,000) for each contract.
City of Salinas Page 1 of 1 Printed on 5/3/2024
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Page | 1
CITY OF SALINAS
COUNCIL STAFF REPORT
DATE: MAY 7, 2024
DEPARTMENT: PUBLIC WORKS
FROM: DAVID JACOBS, P.E., L.S., DIRECTOR
BY: ALEXAH ORTIZ, ENGINEERING AIDE I
JOSIE LANTACA, ASSISTANT ENGINEER
TITLE: AMENDMENT NO 1 TO THE MASTER SERVICE AGREEMENTS
FOR ON-CALL MASTER ARCHITECTUAL SERVICES, CIVIL
ENGINEERING AND PROJECT MANAGEMENT, MATERIAL
TESTING, NPDES SUPPORT SERVICES, LAND SURVEYING,
AND TRAFFIC AND TRANSPORTATION SERVICES
RECOMMENDED MOTION:
A motion to approve a Resolution authorizing Amendment No.1 to the Master Services Agreement for Professional Services to the consultants listed below, to establish a not to exceed limit of three million dollars ($3,000,000) for each contract.
ARCHITECTUAL SERVICES
Consultant Contract Date Resolution
AETYPIC, Inc. January 10, 2023 22560
Bureau Veritas North America, Inc. January 10, 2023 22560 TEF Design. January 10, 2023 22560
Wald, Ruhnke, Dost Architects LLP January 10, 2023 22560 LAD Partners January 10, 2023 22560
CIVIL ENGINEERING & PROJECT MANAGING SERVICES
Consultant Contract Date Resolution
BKF Engineers January 10, 2023 22562
Harris & Associates, Inc. January 10, 2023 22562
MNS Engineers January 10, 2023 22562
Wallace Group January 10, 2023 22562
NPDES SUPPORT SERVICES
Consultant Contract Date Resolution
BKF Engineers January 10, 2023 22564
Kimley-Horn and Associates, Inc. January 10, 2023 22564 Wallace Group January 10, 2023 22564
Page | 2
TRAFFIC AND TRANSPORTATION SERVICES
Consultant Contract Date Resolution
BKF Engineers January 10, 2023 22563
Kimley-Horn & Associates, Inc. January 10, 2023 22563
GHD January 10, 2023 22563
MATERIAL TESTING SERVICES
Consultant Contract Date Resolution
Earth Systems Pacific April 4th, 2023 22637
Moore Twining Associates, Inc. April 18th, 2023 22637
Twining, Inc April 18th, 2023 22637
LAND SURVEYING SERVICES
Consultant Contract Date Resolution
BKF Engineers November 1, 2022 22516
Wallace Group November 1, 2022 22516
Whitson Engineers November 1, 2022 22516
EXECUTIVE SUMMARY:
Requesting approval of an amendment to the Master Service Agreements for Architectural Services, Civil Engineering and Project Managing, Material Testing, Land Surveying, Traffic and Transportation, and NPDES Support Services to be establish with a not to exceed limit of three million dollars ($3M) for each contract.
BACKGROUND:
Public Works projects oftentimes require the services of firms offering civil engineering, project management, traffic and transportation, architectural, surveying, testing and or NPDES support services.
Civil Engineering and Project Management Services relate to providing broad civil engineering works which include traffic & transportation, structural engineering, National Pollutant Discharge Elimination System (NPDES), environmental, construction support, construction management, grant writing, and planning services from preliminary project concept through construction. It also provides other services including grading, structural design, structural analysis, design of retaining walls, sound walls, and minor modifications to existing public buildings/structures, and assistance with maintenance of bridge structures. Traffic & Transportation Services relate to providing specialty work including traffic studies, parking, street and highway design, complete streets design, green street design, signing and striping, and other related services. NPDES Support Services relate to providing specialty work including stormwater infrastructure design, analysis and peer review the State Water Board NPDES Permits, City of Salinas Stormwater Development Standards (SWDS), and Stormwater Standard Plans (SWSP). It also includes design of stormwater-related maintenance projects, familiarity with various stormwater pretreatment designs, and assistance with regulatory compliance and environmental permitting site investigation and remediation. These services are required in the planning, design, and execution of public works projects. On January 10, 2023, the City Council approved Master Service Page | 3
Agreements for On-Call Architectural Services, Civil Engineering and Project Managing, Traffic and Transportation and NPDES Support Services was awarded with the respective consultants.
Construction inspection is essential to verify adherence to project plans and specifications. On April 14, 2021, the City Council approved Resolution No. 22078, establishing the Quality Assurance Program (QAP). This program mandates material testing to verify compliance with construction requirements. Testing may involve onsite and offsite sampling and analysis. The City entered into a contract for on-call services with Earth Systems Pacific was awarded on April 4, 2023, for Material Testing Services. The City later, on April 18, 2023, awarded Master Service Agreements to Earth Systems Pacific, Moore Twining Associates, Inc., and Twining, Inc. to provide material testing services.
Public infrastructure projects frequently necessitate the expertise of land surveying companies.
These companies play a crucial role in gathering data through precise field measurements, establishing and verifying horizontal and vertical control points, establishing and locating property boundaries. They also provide additional services such as mapping, utility locating, and defining legal boundaries for land ownership. A Master Service Agreement between the City of Salinas and On-Call Land Surveying Services was awarded on November 1, 2022.
The services outlined hereon are required in the planning, design, and execution of public works projects. For the city to continue to facilitate the efficient completion of public works projects in a timely manner, there is a need to have all on-call master services agreements with architectural firms, civil engineering and project management firms, material testing firms, land surveying firms, traffic and transportation firms, and firms offering NPDES support services. Amendment No.1 incorporates a not to exceed amount of $3,000,000 for the life of the Master Services Agreements.
CEQA CONSIDERATION:
Not a Project. The City of Salinas has determined that the proposed action is not a project as defined by the California Environmental Quality Act (CEQA) (CEQA Guidelines Section 15378).
In addition, CEQA Guidelines Section 15061 includes the general rule that CEQA applies only to activities which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. Because the proposed action and this matter have no potential to cause any effect on the environment, or because it falls within a category of activities excluded as projects pursuant to CEQA Guidelines section 15378, this matter is not a project. Because the matter does not cause a direct or foreseeable indirect physical change on or in the environment, this matter is not a project. Any subsequent discretionary projects resulting from this action will be assessed for CEQA applicability.
STRATEGIC PLAN INITIATIVE:
This item relates to the current City Council Goal of Infrastructure and Environmental Sustainability. Approval of the Master Services Agreements will assist towards the efficient and effective process to complete projects that benefit the community.
Page | 4
DEPARTMENTAL COORDINATION:
Internal Department coordination on this item involved the Public Works Dept, Finance and Legal.
FISCAL AND SUSTAINABILITY IMPACT:
There is no fiscal impact associated with the approval of the Master Services Agreement Amendments. Costs associated with the consultants’ services will be realized on a project basis and compensated using Council approved CIP funds, for approved CIP projects.
ATTACHMENTS:
Resolution – Amendment No. 1 to MSA for On-Call Architectural Services Resolution – Amendment No. 1 to MSA for On-Call Civil Engineering and Project Management Services
Resolution – Amendment No. 1 to MSA for On-Call Material Testing Services Resolution – Amendment No. 1 to MSA for On-Call Traffic and Transportation Services Resolution – Amendment No. 1 to MSA for On-Call NPDES Support Services Resolution – Amendment No. 1 to MSA for On-Call Land Surveying Services MSA – Architecture - AETYPIC
MSA – Architecture - Bureau Veritas North America, Inc.
MSA – Architecture - LDA Partners
MSA – Architecture - TEF Design
MSA – Architecture - Wald, Ruhnke & Dost Architects
MSA – Civil Engineering & PM - BKF Engineers
MSA - Civil Engineering & PM - Harris & Associates, Inc.
MSA - Civil Engineering & PM - MNS Engineers, Inc.
MSA - Civil Engineering & PM - Wallace Group
MSA – Material Testing – Earth Systems Pacific
MSA – Material Testing – Moore Twining Associates Inc.
MSA – Material Testing – Twining, Inc.
MSA – NPDES Support – BKF
MSA – NPDES Support – Kimley-Horn
MSA – NPDES Support – Wallace Group
MSA – Land Surveying – BKF
MSA – Land Surveying – Wallace Group
MSA – Land Surveying – Whitson Engineers
MSA – Traffic & Transportation – BKF
MSA – Traffic & Transportation – GHD
MSA – Traffic & Transportation – Kimley-Horn
Page | 1
RESOLUTION NO. (N.C.S.)
AMENDMENT NO. 1 TO THE MASTER SERVICES AGREEMENT FOR
PROFESSIONAL SERVICES BETWEEN THE CITY OF SALINAS AND WALD,
RUHNKE AND DORST ARCHITECTS, AETYPIC, BUREA VERITAS NORTH AMERICA, INC., TEF DESIGN, AND LDA PARTNERS
WHEREAS, the Council approved a Master Services Agreement with AETYPIC, Inc., Bureau Veritas North America, Inc., TEF Design, Wald, Ruhnke, Dost Architects LLP, and LDA Partners on January 10, 2023 through Resolution 22560; and
WHEREAS, Agreement, Section 3 “Compensation” is required to define an amount for the duration of each agreement.
NOW, THEREFORE, BE IT RESOLVED that the Salinas City Council approves amendments to the Agreements for Professional Services between the City of and AETYPIC, Inc.; Bureau Veritas North American, Inc.; TEF Design; Wald Rhunke, Dost Architects LLP; and LDA Partners to include a “Not to Exceed” amount of three million dollars as the total maxium amount of compensation for the term of the agreements; and
BE IT FURTHER RESOLVED that the Interim City Manager is authorized to enter into such amendments on behalf of the City.
PASSED AND APPROVED this 7th day of May 2024, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
_______________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
Page | 1
RESOLUTION NO. (N.C.S.)
AMENDMENT NO. 1 TO THE MASTER SERVICES AGREEMENT FOR ON CALL
CIVIL ENGINEERING AND PROJECT MANAGEMENT SERVICES BETWEEN THE CITY OF SALINAS AND BKF ENGINEERS, HARRIS & ASSOCIATES, INC., MNS
ENGINEERS, AND WALLACE GROUP
WHEREAS, the Council approved a Master Services Agreement with BKF Engineers, Harris and Associates Inc., MNS Engineers and Wallace Group on January 10, 2023 through Resolution 22562; and
WHEREAS, Agreement, Section 3 “Compensation” is required to define an amount for the duration of each agreement.
NOW, THEREFORE, BE IT RESOLVED that the Salinas City Council approves amendments to the Agreements for Professional Services between the City of Salinas and BKF Engineers; Harris and Associates, Inc.; MNS Engineers; and Wallace Group to include a “Not to Exceed” amount of three million dollars as the total maximum amount of compensation to be paid under the agreements; and
BE IT FURTHER RESOLVED that the Interim City Manager is hereby authorized to enter into the amendments on behalf of the City.
PASSED AND APPROVED this 7th day of May 2024, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
_______________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
Page | 1
RESOLUTION NO. (N.C.S.)
AMENDMENT NO. 1 TO THE MASTER SERVICES AGREEMENT FOR ON CALL
MATERIAL TESTING SERVICES BETWEEN THE CITY OF SALINAS AND EARTH SYSTEMS PACIFIC, MOORE TWINING ASSOCIATES, INC., AND TWINING INC WHEREAS, the Council approved a Master Services Agreement with Earth Systems Pacific on April 4, 2023, through Resolution 22563; and Moore Twining Associates, Inc., and Twining, Inc. on April 18, 2023, through Resolution 22563; and WHEREAS, Agreement, Section 3 “Compensation” is required to define an amount for the duration of each agreement.
NOW, THEREFORE, BE IT RESOLVED that the Salinas City Council approves amendments to the Agreements for Professional Services between the City of Salinas and Earth Systems Pacific; Moore Twining Associates, Inc.; and Twining Inc. to include a “Not to Exceed” amount of three million dollars as the total maximum amount of compensation that may be paid under the agreements; and
BE IT FURTHER RESOLVED that the Interim City Manager is hereby authorized to enter into the amendments on behalf of the City.
PASSED AND APPROVED this 7th day of May 2024, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
_______________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
Page | 1
RESOLUTION NO. (N.C.S.)
AMENDMENT NO. 1 TO THE MASTER SERVICES AGREEMENT FOR ON CALL
TRAFFIC AND TRANSPORTATION SERVICES BETWEEN THE CITY OF SALINAS AND BKF ENGINEERS, KIMLEY-HORN & ASSOCIATES, INC., AND GHD WHEREAS, the Council approved a Master Services Agreement with BKF Engineers, Kimley-Horn and Associates Inc., and GHD on January 10, 2023 through Resolution 22563; and WHEREAS, Agreement, Section 3 “Compensation” is required to define an amount for the duration of each agreement.
NOW, THEREFORE, BE IT RESOLVED that the Salinas City Council approves amendments to the Agreements for Professional Services between the City of Salinas and BKF Engineers; Kimley-Horn Associates, Inc,; and GHD to include a “Not to Exceed” amount of three million dollars as the total maximum amount of compensation that may be paid under the agreements; and
BE IT FURTHER RESOLVED that the Interim City Manager is hereby authorized to enter into the amendments on behalf of the City.
PASSED AND APPROVED this 7th day of May 2024, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
_______________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
Page | 1
RESOLUTION NO. (N.C.S.)
AMENDMENT NO. 1 TO THE MASTER SERVICES AGREEMENT FOR ON CALL
NPDES SUPPORT SERVICES BETWEEN THE CITY OF SALINAS AND BKF ENGINEERS, KIMLEY-HORN & ASSOCIATES, INC., AND WALLACE GROUP WHEREAS, the Council approved a Master Services Agreement with BKF Engineers, Kimley-Horn and Associates Inc., and Wallace Group on January 10, 2023 through Resolution 22564; and
WHEREAS, Agreement, Section 3 “Compensation” is required to define an amount for the duration of each agreement.
NOW, THEREFORE, BE IT RESOLVED that the Salinas City Council approves amendments to the Agreements for Professional Services between the City of Salinas and BKF Engineers; Kimley-Horn and Associates, Inc.; and Wallace Group to include a “Not to Exceed” amount of three million dollars as the total maximum amount of compensation to be paid under the agreements; and
BE IT FURTHER RESOLVED that the Interim City Manager is hereby authorized to enter into the amendments on behalf of the City.
PASSED AND APPROVED this 7th day of May 2024, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
_______________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
Page | 1
RESOLUTION NO. (N.C.S.)
AMENDMENT NO. 1 TO THE MASTER SERVICES AGREEMENT FOR ON CALL
LAND SURVEYING SERVICES BETWEEN THE CITY OF SALINAS AND BKF
ENGINEERS, WALLACE GROUP AND WHITSON ENGINEERS
WHEREAS, the Council approved a Master Services Agreement with BKF Engineers, Wallace Group and Whitson Engineers on November 1, 2022 through Resolution 22516; and WHEREAS, Agreement, Section 3 “Compensation” is required to define an amount for the duration of each agreement.
NOW, THEREFORE, BE IT RESOLVED that the Salinas City Council approves amendments to the Agreements for Professional Services between the City of Salinas and BKF Engineers; Wallace Group; and Whitson Engineers to include a “Not to Exceed” amount of three million dollars as the total maximum amount of compensation to be paid under the agreements; and
BE IT FURTHER RESOLVED that the Interim City Manager is hereby authorized to enter into the amendments on behalf of the City.
PASSED AND APPROVED this 7th day of May 2024, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
APPROVED:
_______________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
Page | 1
RESOLUTION NO. 22560 (N.C.S.)
A RESOLUTION APPROVING MASTER SERVICE AGREEMENTS BETWEEN THE
CITY OF SALINAS AND WALD, RUHNKE & DORST ARCHITECTS, AETYPIC,
BUREAU VERITAS, TEF DESIGN, AND LDA PARTNERS FOR
ON-CALL ARCHITECTURAL SERVICES
WHEREAS, the Public Works Department has identified the need to utilize on-call consultants to provide architectural services to assist the department with any building projects, and other services related to design and construction of various public works projects; and WHEREAS, on September 16, 2022, the City of Salinas engaged in a Request for Qualifications (RFQ) process to identify firms with the requisite qualifications to provide architectural services; and
WHEREAS, on October 14, 2022, Public Works staff received nine (9) statements of qualifications (SOQ) from consultants; and
WHEREAS, an evaluation committee consisting of Public Works staff reviewed each SOQ and selected the top five (5) based on the criteria set forth in the Request for Qualifications; and
WHEREAS, the award of projects to the selected architectural firms will be based on an additional qualifications-based selection process.
NOW, THEREFORE, BE IT RESOLVED that the Salinas City Council approves the Master Service Agreements between the City of Salinas and Wald, Ruhnke & Dorst Architects, Aetypic, Bureau Veritas, TEF Design and LDA Partners to provide architectural services for various public works projects; and
BE IT FURTHER RESOLVED, that the City Manager is hereby authorized and directed, for and on behalf of the City of Salinas, and as its act and deed, to execute the attached Master Service Agreements; and
BE IT FURTHER RESOLVED, that the City Manager is authorized to execute extensions and/or modifications to the Agreements and to take whatever additional action may be necessary to effectuate the intent of this resolution; and BE IT FURTHER RESOLVED, that the City Engineer or his/her designee is hereby authorized to approve the Consultant's on-going performance of services without the need for subsequent Professional Service Agreements provided the Consultant is, at all times throughout the term thereof, in compliance with the terms and conditions of the Master Service Agreement approved through this Resolution.
DocuSign Envelope ID: AA3A924E-ADD6-4DF1-AF3D-63B5BF64E304 Page | 2
PASSED AND APPROVED this 10th day of January 2023, by the following vote:
AYES: Councilmembers: Barrera, Gonzalez, McShane, Osornio, Rocha, Sandoval and Mayor Craig
NOES: None
ABSENT: None
ABSTAIN: None
APPROVED:
_______________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
DocuSign Envelope ID: AA3A924E-ADD6-4DF1-AF3D-63B5BF64E304
MASTER SERVICE AGREEMENT
FOR PROFESSIONAL SERVICES
BETWEEN
THE CITY OF SALINAS AND
AETYPIC, INC
Form: Professional Services Agreement v. January 2021 Page 1 of 15 Aetypic, Inc.
January 2023
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Aetypic, Inc.
January 2023
Contents
RECITALS ..................................................................................................................................... 4 TERMS ........................................................................................................................................... 4
1. Scope of Service. ................................................................................................................. 4
2. Term; Completion Schedule. ............................................................................................... 4
3. Compensation. ..................................................................................................................... 4
4. Billing. ................................................................................................................................. 4
5. Meet & Confer. .................................................................................................................... 5
6. Additional Copies................................................................................................................. 5
7. Responsibility of Consultant................................................................................................ 5
8. Responsibility of City. ......................................................................................................... 5
9. Acceptance of Work Not a Release. .................................................................................... 6
10. Indemnification and Hold Harmless.. .................................................................................. 6
11. Insurance.............................................................................................................................. 6
12. Access to Records................................................................................................................ 6
13. Non-Assignability................................................................................................................ 6
14. Changes to Scope of Work. ................................................................................................. 7
15. Ownership of Documents. ................................................................................................... 7
16. Termination.......................................................................................................................... 7
17. Compliance with Laws, Rules, and Regulations. ................................................................ 8
18. Exhibits Incorporated........................................................................................................... 8
19. Independent Contractor........................................................................................................ 8
20. Integration and Entire Agreement........................................................................................ 8
21. Jurisdiction and Venue......................................................................................................... 8
22. Severability .......................................................................................................................... 9
23. Notices. ................................................................................................................................ 9
24. Nondiscrimination................................................................................................................ 9
25. Conflict of Interest. ............................................................................................................ 10
26. Headings. ........................................................................................................................... 10
27. Attorneys’ Fees.................................................................................................................. 10
28. Non-Exclusive Agreement................................................................................................. 10
29. Rights and Obligations Under Agreement......................................................................... 10
30. Licenses.............................................................................................................................. 10
31. Counterparts....................................................................................................................... 10 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Aetypic, Inc.
January 2023
32. Legal Representation. ........................................................................................................ 10
33. Joint Representation........................................................................................................... 11
34. Warranty of Authority........................................................................................................ 11
35. No Waiver of Rights. ......................................................................................................... 11 Exhibit A- Insurance Requirements.............................................................................................. 12 Exhibit B- Fee Schedule ............................................................................................................... 15 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Aetypic, Inc.
January 2023
MASTER SERVICE AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SALINAS AND AETYPIC, INC.
This Master Service Agreement for Professional Services (the “Agreement” and/or “Contract”) is made and entered into this 10th day of January, 2023, between the City of Salinas, a California Charter city and municipal corporation (hereinafter “City”), and Aetypic, Inc., a California 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. It is understood by City and Consultant that Consultant performs or secures the performance of Architectural and related services for the City on an on-going basis.
On each occasion Consultant performs services for City, Consultant shall advise the City in writing of the scope of services to be provided, and the cost of, and estimated time to perform the
services. Consultant shall not proceed to perform any such service until City and Consultant have established a project cost, a completion schedule, and a time period for performance, and the City has given its written authorization to perform. Written approval for performance and compensation may be granted by the City Engineer.
2. Term; Completion Schedule. This Agreement shall commence on January 10, 2023, and shall terminate on January 10, 2028, 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 as shown on Exhibit B.
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:
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Aetypic, Inc.
January 2023
(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.
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 & 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.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Aetypic, Inc.
January 2023
(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 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. Pursuant to the full language of California Civil Code §2782, design 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 design 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 Consultant. The City agrees that in no event shall the cost to defend charged to the design Consultant exceed that professional’s proportionate percentage of fault. This duty to indemnify shall not be waived or modified by contractual agreement or acts of the parties.
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. Non-Assignability. 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 Consultant. This Agreement is personal to Consultant and shall not be assigned by it without express written approval of the City.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Aetypic, Inc.
January 2023
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. 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 ten days 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. shall:
(C) In the event that this Agreement is terminated by City for any reason, Consultant DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Aetypic, Inc.
January 2023
(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 Entire 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 and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, County of Monterey, and City of Salinas.
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.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Aetypic, Inc.
January 2023
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:
Steve Grist
Project Manager
7 Freelon St.
San Francisco CA, 94107
[email protected]
(415)762- 8388 x35
(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, ancestry, creed, sex, national origin, familial status, sexual orientation, age (over 40 years) or disability.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Aetypic, Inc.
January 2023
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, if it so chose, 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 party outside the terms set forth in this Agreement as an inducement to enter into this Agreement.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Aetypic, Inc.
January 2023
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.
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 (Printed Name):
Its (Title):
Partner, Senior Vice President Steve Grist
Digitally signed by Steve Grist
Date: 2022.12.16 11:54:17 -08'00'
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Assistant City Manager
Jim Pia
Form: Professional Services Agreement v. January 2021
Aetypic, Inc.
January 2023
Exhibit A- Insurance Requirements
Insurance Requirements
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 and Professional Liability, coverage should be maintained for a minimum of five (5) years after Agreement completion.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
(A)Commercial General Liability (“CGL”): Insurance Services Office Form (“ISO”) 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. (B) Automobile Liability: ISO Form CA 0001 covering any auto, or if Consultant has no owned autos, hired and non-owned, with limits no less than $1,000,000 per accident for bodily injury and property damage.
(C)Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
(D)Professional Liability (also known as Errors and Omissions) insurance appropriate to the work being performed, with limits no less than $1,000,000 per occurrence or claim, $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.
OTHER INSURANCE PROVISIONS
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City of Salinas, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy 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 Form 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).
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Aetypic, Inc.
January 2023
Primary Coverage
For any claims related to this Agreement or the project described within this Agreement, the Consultant’s insurance coverage shall be primary coverage at least as broad as ISO Form CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.
Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance.
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.
Self-Insured Retentions
Self-insured retentions must be declared by Consultant to and approved by the City. At the option of the City, 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 administrations, 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.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.
Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the date of this Agreement or the beginning of Agreement 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 Agreement effective date, the Consultant must purchase “extended reporting” 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.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Aetypic, Inc.
January 2023
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable insurance language effecting coverage required by this Agreement. 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.
Subcontractors
Consultant shall require and verify that all sub-consultants and/or subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that Entity is an additional insured on insurance required from such sub-consultants and/or subcontractors.
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.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Aetypic, Inc.
January 2023
Exhibit B- Fee Schedule
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36
CITY OF SALINAS
STATEMENT OF QUALIFICATIONS FOR ON-CALL CONSULTANTS FOR ARCHITECTURAL SERVICES 1 7. FEE SCHEDULE
PROFESSIONAL AND SUPPORT SERVICES
2022 2023 2024 2025 2026 2027
Senior Principal A/E 1 $250.00 $262.50 $275.63 $289.41 $303.88 $319.07 Principal A/E $230.00 $241.50 $253.58 $266.25 $279.57 $293.54 Project Manager $210.00 $220.50 $231.53 $243.10 $255.26 $268.02 Senior A/E/ Arch III $200.00 $210.00 $220.50 $231.53 $243.10 $255.26 Project A/E/ Arch II $165.00 $173.25 $181.91 $191.01 $200.56 $210.59 Associate A/E $155.00 $162.75 $170.89 $179.43 $188.40 $197.82 Senior Staff A/E/Job Captain $145.00 $152.25 $159.86 $167.86 $176.25 $185.06 Staff A/E/ Arch I $140.00 $147.00 $154.35 $162.07 $170.17 $178.68 CAD Specialist/ Designer 2 $135.00 $141.75 $148.84 $156.28 $164.09 $172.30 Creative Services/ Graphic Designer 2 $135.00 $141.75 $148.84 $156.28 $164.09 $172.30 Project Administrator 2 $120.00 $126.00 $132.30 $138.92 $145.86 $153.15 Clerical Administrator 2 $100.00 $105.00 $110.25 $115.76 $121.55 $127.63 OTHER DIRECT COSTS [ODC]
1. Consultant and Subcontracted Services
2. Travel: Airfare, Auto Rental, Parking, Uber, Toll
3. Subsistence: Lodging, Meals and Incidentals
4. Auto Mileage: Per IRS Publish Mileage Rate
5. Field Vehicles: $85 per day
7. In-house Reimbursable Expenses are as follows:
a. B/W copy (8 1/2X11): $0.20 /sheet; B/W copy (11X17): $0.45/sheet b. Color copy (8 1/2X11): $1.25 /sheet; Color copy (11X17): $1.50/sheet c. Drawing Copy (14X20): $6.00/sheet; Drawing Copy (28X40): $12.00/sheet d. Plotting: $20.00 /sheet; Mylar (28X40): $32/sheet; Digital Media: $15.00 /disc e. ½” Binder: $3.00; 1” Binder: $4.00; 2” Binder: $6.00; 3” Binder: $8.00
AETYPIC FEE SCHEDULE
1. Architects, Engineers, Scientists, Geologists
2. Overtime rates for work in excess of 8 hours per day or 40 hours per week are 1.5 times the regular hourly rates for weekdays and Saturday and 2.0 times the regular hourly rates for Sunday and holidays. Overtime for professional services is billed at the regular hourly rate.
The Fee Schedule is subject to revision periodically or at the end of each year. New rates will be used for all Fee Schedule contracts after each revision is made.
6. Other Direct Expenses: Field Expenses, Equipment Rental, Special Fees, Permits, Printing, Reproduction, Express Mail, Delivery, etc.
Reimbursable for other direct costs are billed at cost plus 10 percent. These reimbursable costs include, but are not limited to:
HOURLY RATE
See Note 1
Note1: Per RFQ Section 6 "Hourly rates shall not change for 1 year of agreement and are allowed an annual adjustment"; therefore, the rates must remain in effect through 2023 and a rate increase of 3% maximum of CPI supported may be used thereafter.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36
CITY OF SALINAS
STATEMENT OF QUALIFICATIONS FOR ON-CALL CONSULTANTS FOR ARCHITECTURAL SERVICES 2 Year 1 Year 2 Year 3 Year 4 Year 5
Firm Principal (Principal-in-Charge) $274.00 $282.00 $291.00 $299.00 $308.00 Project Manager/Lead Engineer $260.00 $268.00 $276.00 $284.00 $293.00 Senior Engineer $220.00 $227.00 $233.00 $240.00 $248.00 Engineer $200.00 $206.00 $212.00 $219.00 $225.00
Design Engineer $180.00 $186.00 $191.00 $197.00 $203.00 Intermediate Designer $135.00 $139.00 $143.00 $148.00 $152.00 CONSULTANT FIRM NAME: YEI ENGINEERS, INC.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36
CITY OF SALINAS
STATEMENT OF QUALIFICATIONS FOR ON-CALL CONSULTANTS FOR ARCHITECTURAL SERVICES 3 Year 1 Year 2 Year 3 Year 4 Year 5
Structural Engineer $195.00 $200.00 $205.00 $210.00 $215.00 Structural Designer $165.00 $170.00 $175.00 $180.00 $185.00 CONSULTANT FIRM NAME: BROKAW DESIGN
We will comply with applicable minimum wage laws.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36
CITY OF SALINAS
STATEMENT OF QUALIFICATIONS FOR ON-CALL CONSULTANTS FOR ARCHITECTURAL SERVICES 4 6. Hilliard Architects CASp Billing Rates 2022-2027
CASp Nov 1, 2022-
Oct 31, 2023
Nov 1, 2023-
Oct 31, 2024
Nov 1, 2023-
Oct 31, 2024
Nov 1, 2023-
Oct 31, 2024
Nov 1, 2023-
Oct 31, 2024
Mike Hilliard/Hourly Rate $295 $310 $325 $342 $360
See Note 1
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36
CITY OF SALINAS
STATEMENT OF QUALIFICATIONS FOR ON-CALL CONSULTANTS FOR ARCHITECTURAL SERVICES 5 2 0 2 2 STANDARD SCHEDULE OF FEES
PROJECT/PROGRAM MANAGEMENT
Principal-In-Charge...................................$320 Senior Project/Program Manager.......... 295
Project/Program Manager........................ 255
Assistant Project/Program Manager..... 215
Senior Project Coordinator....................... 175
Project Coordinator..................................... 145
ENGINEERING
Principal Engineer ..................................... $280 Lead Engineer................................................245 Supervising Engineer..................................235 Senior Project Engineer..............................220 Project Engineer............................................200 Associate Engineer.......................................180 Assistant Engineer........................................165
SURVEYING
Principal Surveyor ..................................... $260 Lead Surveyor................................................250 Supervising Surveyor..................................215 Senior Project Surveyor..............................195 Project Surveyor............................................170 Senior Land Title Analyst...........................165 Associate Project Surveyor.......................160
Assistant Project Surveyor ........................145
Party Chief (PW)............................................170 Chainperson (PW) ........................................150 One-Person Survey Crew (PW)................210
CONSTRUCTION MANAGEMENT
Principal Construction Manager.......... $305
Senior Construction Manager .................275
Senior Resident Engineer..........................265
Resident Engineer........................................240 Structure Representative ...........................235 Construction Manager................................210 Assistant Resident Engineer.....................195
Sr. Construction Inspector (PW) ............177
Construction Inspector (PW) ...................168
Office Administrator....................................130
TECHNICAL SUPPORT
CADD Manager.......................................... $195 Supervising Technician...............................165 Senior Technician .........................................155 Engineering Technician..............................125
ADMINISTRATIVE SUPPORT
Senior Management Analyst................. $180
Management Analyst..................................155 IT Technician ..................................................135 Graphics/Visualization Specialist............120
Administrative Assistant .............................. 95
GOVERNMENT SERVICES
City Engineer............................................... $240 Deputy City Engineer..................................215 Assistant City Engineer...............................205 Plan Check Engineer....................................190 Permit Engineer.............................................180 City Inspector.................................................150 Senior City Inspector (PW) .......................177
City Inspector (PW)......................................168 Principal Stormwater Specialist...............175
Senior Stormwater Specialist ...................165
Stormwater Specialist .................................155 Stormwater Technician...............................140 Building Official.............................................215 Senior Building Inspector..........................190
Building Inspector........................................160 Planning Director..........................................215 Senior City Planner.......................................190 Assistant Planner ..........................................160 Senior Grant Writer......................................175 Grant Writer....................................................165 Grant Associate .............................................145 Grant Assistant ..............................................125
DIRECT EXPENSES
Use of outside consultants as well as copies, blueprints, survey stakes, monuments, computer plots, telephone, travel (out of area) and all similar charges directly connected with the work will be charged at cost plus fifteen percent (15%). Mileage will be charged at the current federal mileage reimbursement rate. Expert Witness services will be charged at three (3) times listed rate.
PREVAILING WAGE RATES
Rates shown with Prevailing Wage “(PW)” annotation are used for field work on projects subject to federal or state prevailing wage law and are subject to increases per DIR.
ANNUAL ESCALATION
Standard fee rates provided for each classification are subject to annual escalation appropriate for the prevailing economic conditions.
OVERTIME
Overtime for non-exempt employees will be charged at 1.5 x hourly rate; overtime for exempt employees and other classification will be charged at 1 x hourly rate.
See Note 1
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36
CITY OF SALINAS
STATEMENT OF QUALIFICATIONS FOR ON-CALL CONSULTANTS FOR ARCHITECTURAL SERVICES 6 Fee Schedule - 2022
TITLE HOURLY RATE
ESTIMATING:
Cost Manager
Senior Cost Estimator
Cost Estimator II
Cost Estimator I
$192
$182
$162
$152
Rates are valid for the initial base year of the contract and then subject to a 3% escalation for each proceeding year for the lifetime of the contract (anticipated 5 years).
City of Fremont Minimum Wage Ordinance: Consultant acknowledges and understands the requirements and will comply with the city's minimum wage ordinance.
PROFESSIONAL RATES
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 AGREEMENT -AMENDMENT NO. 1 TO
MASTER SERVICE AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN
AETYPIC, INC., AND CITY OF SALINAS
This Amendment No. 1 to the Master Service Agreement for Professional Services (the "Amendment") is entered into this 25th day of April 2024, by and between the City of Salinas (the "City") and AETYPIC, INC., (the "Consultant"). City and Consultant may be individually referred to herein as a "Party" and collectively the City and Consultant may be referred to as the "Parties."
RECITALS
WHEREAS, the City and Consultant first entered into a/an Master Service Agreement for Professional Services effective January 10th, 2023, pursuant to which Consultant agreed to act as and provide certain services to the City for compensation (the "Agreement"); and
WHEREAS, the City and Consultant desire to amend the Agreement to reflect the revised term in the compensation to be paid to the consultant.
NOW, THEREFORE, in mutual consideration of the terms and conditions set forth below, the Parties agree as follows:
TERMS
1. Amendment to Term Number 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 as shown on Exhibit B, on a project-by-project basis. For a total cumulative amount not to exceed three million dollars ($3,000,000).
2. All other covenants, terms, and conditions set forth in the Agreement and not amended by this Amendment shall remain in full force and effect as if fully set forth herein.
IN WITNESS WHEREOF, the undersigned, as authorized representatives of the City and Consultant have entered into this Agreement as of the date first written above.
CITY OF SALINAS AETYPIC, INC.
Jim Pia, Interim City Manager Printed name: __________ _ Title: ______________ _
APPROVED AS TO FORM:
□ Christopher A. Callihan, City Attorney
□ Rhonda Combs, Assistant City Attorney
Version: November 2023
DocuSign Envelope ID: C87A119F-9D9D-46E7-BA36-D479E91797FF Partner, Senior Vice President
Steve Grist
Page | 1
RESOLUTION NO. 22560 (N.C.S.)
A RESOLUTION APPROVING MASTER SERVICE AGREEMENTS BETWEEN THE
CITY OF SALINAS AND WALD, RUHNKE & DORST ARCHITECTS, AETYPIC,
BUREAU VERITAS, TEF DESIGN, AND LDA PARTNERS FOR
ON-CALL ARCHITECTURAL SERVICES
WHEREAS, the Public Works Department has identified the need to utilize on-call consultants to provide architectural services to assist the department with any building projects, and other services related to design and construction of various public works projects; and WHEREAS, on September 16, 2022, the City of Salinas engaged in a Request for Qualifications (RFQ) process to identify firms with the requisite qualifications to provide architectural services; and
WHEREAS, on October 14, 2022, Public Works staff received nine (9) statements of qualifications (SOQ) from consultants; and
WHEREAS, an evaluation committee consisting of Public Works staff reviewed each SOQ and selected the top five (5) based on the criteria set forth in the Request for Qualifications; and
WHEREAS, the award of projects to the selected architectural firms will be based on an additional qualifications-based selection process.
NOW, THEREFORE, BE IT RESOLVED that the Salinas City Council approves the Master Service Agreements between the City of Salinas and Wald, Ruhnke & Dorst Architects, Aetypic, Bureau Veritas, TEF Design and LDA Partners to provide architectural services for various public works projects; and
BE IT FURTHER RESOLVED, that the City Manager is hereby authorized and directed, for and on behalf of the City of Salinas, and as its act and deed, to execute the attached Master Service Agreements; and
BE IT FURTHER RESOLVED, that the City Manager is authorized to execute extensions and/or modifications to the Agreements and to take whatever additional action may be necessary to effectuate the intent of this resolution; and BE IT FURTHER RESOLVED, that the City Engineer or his/her designee is hereby authorized to approve the Consultant's on-going performance of services without the need for subsequent Professional Service Agreements provided the Consultant is, at all times throughout the term thereof, in compliance with the terms and conditions of the Master Service Agreement approved through this Resolution.
DocuSign Envelope ID: AA3A924E-ADD6-4DF1-AF3D-63B5BF64E304 Page | 2
PASSED AND APPROVED this 10th day of January 2023, by the following vote:
AYES: Councilmembers: Barrera, Gonzalez, McShane, Osornio, Rocha, Sandoval and Mayor Craig
NOES: None
ABSENT: None
ABSTAIN: None
APPROVED:
_______________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
DocuSign Envelope ID: AA3A924E-ADD6-4DF1-AF3D-63B5BF64E304
MASTER SERVICE AGREEMENT
FOR PROFESSIONAL SERVICES
BETWEEN
THE CITY OF SALINAS AND
BUREAU VERITAS
ARCHITECTURE & ENGINEERING
Form: Professional Services Agreement v. January 2021 Page 1 of 15 Bureau Veritas Architecture & Engineering
December 2022
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Bureau Veritas Architecture & Engineering
December 2022
Contents
RECITALS ..................................................................................................................................... 4 TERMS ........................................................................................................................................... 4
1. Scope of Service. ................................................................................................................. 4
2. Term; Completion Schedule. ............................................................................................... 4
3. Compensation. ..................................................................................................................... 4
4. Billing. ................................................................................................................................. 4
5. Meet & Confer. .................................................................................................................... 5
6. Additional Copies................................................................................................................. 5
7. Responsibility of Consultant................................................................................................ 5
8. Responsibility of City. ......................................................................................................... 5
9. Acceptance of Work Not a Release. .................................................................................... 6
10. Indemnification and Hold Harmless.. .................................................................................. 6
11. Insurance.............................................................................................................................. 6
12. Access to Records................................................................................................................ 6
13. Non-Assignability................................................................................................................ 6
14. Changes to Scope of Work. ................................................................................................. 7
15. Ownership of Documents. ................................................................................................... 7
16. Termination.......................................................................................................................... 7
17. Compliance with Laws, Rules, and Regulations. ................................................................ 8
18. Exhibits Incorporated........................................................................................................... 8
19. Independent Contractor........................................................................................................ 8
20. Integration and Entire Agreement........................................................................................ 8
21. Jurisdiction and Venue......................................................................................................... 8
22. Severability .......................................................................................................................... 9
23. Notices. ................................................................................................................................ 9
24. Nondiscrimination................................................................................................................ 9
25. Conflict of Interest. ............................................................................................................ 10
26. Headings. ........................................................................................................................... 10
27. Attorneys’ Fees.................................................................................................................. 10
28. Non-Exclusive Agreement................................................................................................. 10
29. Rights and Obligations Under Agreement......................................................................... 10
30. Licenses.............................................................................................................................. 10
31. Counterparts....................................................................................................................... 10 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Bureau Veritas Architecture & Engineering
December 2022
32. Legal Representation. ........................................................................................................ 10
33. Joint Representation........................................................................................................... 11
34. Warranty of Authority........................................................................................................ 11
35. No Waiver of Rights. ......................................................................................................... 11 Exhibit A- Insurance Requirements.............................................................................................. 12 Exhibit B- Fee Schedule ............................................................................................................... 15 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Bureau Veritas Architecture & Engineering
December 2022
MASTER SERVICE AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN
THE CITY OF SALINAS AND BUREAU VERITAS ARCHITECTURE &
ENGINEERING
This Master Service Agreement for Professional Services (the “Agreement” and/or “Contract”) is made and entered into this 10
th day of January , 2023, between the City of
Salinas, a California Charter city and municipal corporation (hereinafter “City”), and Bureau Veritas Architecture & Engineering, a California 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. It is understood by City and Consultant that Consultant performs or secures the performance of Architectural and related services for the City on an on-going basis.
On each occasion Consultant performs services for City, Consultant shall advise the City in writing of the scope of services to be provided, and the cost of, and estimated time to perform the services. Consultant shall not proceed to perform any such service until City and Consultant have established a project cost, a completion schedule, and a time period for performance, and the City has given its written authorization to perform. Written approval for performance and compensation may be granted by the City Engineer.
2. Term; Completion Schedule. This Agreement shall commence on January 10, 2023 and shall terminate on January 10, 2028, 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 as shown on Exhibit B.
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:
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(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.
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 & 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.
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(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 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 Consultant (aka Design Professional).
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. Non-Assignability. 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 Consultant. This Agreement is personal to Consultant and shall not be assigned by it without express written approval of the City.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
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December 2022
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. 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 ten days 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. shall:
(C) In the event that this Agreement is terminated by City for any reason, Consultant DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
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(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 Entire 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 and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, County of Monterey, and City of Salinas.
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.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
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December 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:
Craig Baptista
Vice President
[email protected]
180 Promenade Circle, Suite 150
Sacramento, CA 95834
(916) 514-4516
(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, ancestry, creed, sex, national origin, familial status, sexual orientation, age (over 40 years) or disability.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
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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, if it so chose, 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 party outside the terms set forth in this Agreement as an inducement to enter into this Agreement.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
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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.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date first written above.
CITY OF SALINAS
Steven S. Carrigan, City Manager
APPROVED AS TO FORM:
□ Christopher A. Callihan, City Attorney, or
□ Rhonda Combs, Assistant City Attorney
CONSULTANT
By (Printed Name):
Its (Title):
Vice President
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Jim Pia Assistant City Manager
Form: Professional Services Agreement v. January 2021
Bureau Veritas Architecture & Engineering
December 2022
Exhibit A- Insurance Requirements
Insurance Requirements
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 and Professional Liability, coverage should be maintained for a minimum of five (5) years after Agreement completion.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
(A)Commercial General Liability (“CGL”): Insurance Services Office Form (“ISO”) 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. (B) Automobile Liability: ISO Form CA 0001 covering any auto, or if Consultant has no owned autos, hired and non-owned, with limits no less than $1,000,000 per accident for bodily injury and property damage.
(C)Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
(D)Professional Liability (also known as Errors and Omissions) insurance appropriate to the work being performed, with limits no less than $1,000,000 per occurrence or claim, $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.
OTHER INSURANCE PROVISIONS
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City of Salinas, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy 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 Form 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).
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
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Primary Coverage
For any claims related to this Agreement or the project described within this Agreement, the Consultant’s insurance coverage shall be primary coverage at least as broad as ISO Form CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.
Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance.
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.
Self-Insured Retentions
Self-insured retentions must be declared by Consultant to and approved by the City. At the option of the City, 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 administrations, 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.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.
Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the date of this Agreement or the beginning of Agreement 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 Agreement effective date, the Consultant must purchase “extended reporting” 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.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Bureau Veritas Architecture & Engineering
December 2022
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable insurance language effecting coverage required by this Agreement. 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.
Subcontractors
Consultant shall require and verify that all sub-consultants and/or subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that Entity is an additional insured on insurance required from such sub-consultants and/or subcontractors.
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.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Bureau Veritas Architecture & Engineering
December 2022
Exhibit B- Fee Schedule
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 BUREAU VERITAS 180 PROMENADE CIRCLE, SUITE 150, SACRAMENTO, CA 95834 P 916.725.4200 | WWW.BVNA.COM
40 SECTION 7: FEE SCHEDULE
BUREAU VERITAS NORTH AMERICA, INC., SCHEDULE OF FEES
City of Salinas - On-Call Architectural Design Services The following estimated hourly rates will be effective through the five year on-call contract, 2022-2026, and are subject to adjustment based upon a mutually agreeable cost index for subsequent years:
Expenses
▪ Telephone, Printing, Delivery & Reproduction: Actual cost + 10% ▪ Travel expenses (food, lodging, etc.): Actual cost + 10%. ▪ Mileage: $0.60/mile
▪ Sub-consultant rates to be invoiced at cost + 10%.
Position 2022 and 2023 2024 2025 2026
Principal - Principal Architect - Principal Engineer $250.00 $255.00 $260.00 $265.00 Senior Project Manager $200.00 $205.00 $208.00 $212.00
Senior / Project Architect $200.00 $204.00 $208.00 $212.00 Senior Engineer $200.00 $204.00 $208.00 $212.00
Senior Commissioning Agent $200.00 $204.00 $208.00 $212.00 Lead ADA $190.00 $194.00 $198.00 $202.00
Project Manager $170.00 $174.00 $176.00 $180.00
Architect / Designer $150.00 $153.00 $156.00 $160.00
Engineer / Designer $150.00 $153.00 $156.00 $160.00
CASp $150.00 $153.00 $156.00 $160.00
Commissioning Agent $150.00 $153.00 $156.00 $160.00
Staff Designer / Engineer II $140.00 $142.00 $145.00 $148.00 Staff Designer / Engineer I $130.00 $132.00 $135.00 $138.00 Senior CAD Designer $120.00 $122.00 $125.00 $128.00
Project Coordinator / Document Control $110.00 $112.00 $115.00 $117.00 CAD Designer $90.00 $92.00 $94.00 $95.00
Administrative $80.00 $82.00 $83.00 $85.00
Bureau Veritas Rates
Note1: Per RFQ Section 6 "Hourly rates shall not change for 1 year of agreement and are allowed an annual adjustment"; therefore, the rates must remain in effect through 2023 and a rate increase of 3% maximum of CPI supported may be used thereafter.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 951 E Santa Ana Blvd. • Santa Ana, CA 92701 • 714.973.2200 • 714.973.0203 Fax [email protected] www.csstudios.com
2022 Billing Rate Schedule
CLASSIFICATION RATE
Principal $ 140
Project Manager $ 125
Landscape Inspector $ 110
Landscape Architect $ 105
Senior Landscape Designer $ 95
Junior Landscape Designer $ 85
Administrative $ 70
REIMBURSABLE EXPENSES
• Mileage Prevailing Federal Rate
• Delivery, Freight, Courier At Cost
• Agency Fees At Cost
• Reproduction At Cost
• Presentation materials At Cost
• In House Computer Plotting $1.50/SF
See Note 1
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Armando D. DuPont, PLS 7780
Los Angeles 411 Jenks Circle, Suite 205, Corona, CA 92880 Phone (951) 280-9960 Fax (951) 280-9746 Prevailing Wage Rate Schedule (2023)
Item Description Unit Unit Price
Field Support
Field Survey Crew & Equipment (Prevailing Wage)* Hour $365.00 Round Trip Travel Time & Costs Hour $155.00
Office Support
Principal Hour $260.00
Director Surveying/Professional Land Surveyor Hour $220.00 Senior Project Manager Hour $185.00
Project Surveyor Hour $170.00
GPS Post Processing Hour $160.00
Survey Technician Hour $155.00
Drafting/AutoCAD Technician Hour $120.00
Accounting / Clerical Hour $85.00
Reimbursable Costs
In-House Reproductions Cost + 15%
Printing and Materials Cost + 15%
Parking and Tolls Cost + 15%
Express Mail, Courier, Next Day Service Cost + 15%
Special Sub-Consultant Services (GPR, etc.) Cost + 10%
Miscellaneous Services
Per Diem (when required) Day Per GSA Schedule
Consultation in Connection with Litigation Hour $450.00 Transportation (per 2022 IRS Mileage Rate) Mile $0.625
Overtime and Saturday Rates
Hour 1.5 times Hourly Rate
The hourly rate increase 3% per year to cover cost of living. Also a 10% mark-up will be added to any sub-consultants utilized to cover project management and administration costs. Hourly rates good for 2023.
*4 or 8 Hour Minimum
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 735 Sunrise Ave. Suite 200 Roseville, California 95661 (916) 783-3277 FAX: (916) 783-8820 Website: www.jrconkey.com
J.R. CONKEY & ASSOCIATES, INC.
Standard Hourly Proposed Rates
Position 2022 2023 2024 2025
Principal $200.00 $210.00 $220.00 $230.00
Project Manager $175.00 $185.00 $195.00 $205.00
Senior Cost Estimator $150.00 $160.00 $170.00 $180.00
Project Engineer $110.00 $120.00 $130.00 $140.00
Field Engineer $95.00 $105.00 $115.00 $125.00
Clerical Support II $80.00 $85.00 $95.00 $100.00
Clerical Support I $57.50 $65.00 $72.50 $80.00
See Note 1
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Ninyo & Moore | City of Salinas 2022-2027 On-Call Consultant for General Architectural Services | 08SJO02-01972 | November 22, 2022 CA16 Schedule of Fees
Hourly Charges for Personnel
Professional Staff
Principal Engineer/Geologist/Environmental Scientist/Certified Industrial Hygienist............................................... $ 250 Senior Engineer/Geologist/Environmental Scientist................................................................................................. $ 235 Senior Project Engineer/Geologist/Environmental Scientist..................................................................................... $ 220 Project Engineer/Geologist/Environmental Scientist ................................................................................................ $ 210 Senior Staff Engineer/Geologist/Environmental Scientist ........................................................................................ $ 200 Staff Engineer/Geologist/Environmental Scientist.................................................................................................... $ 180 GIS Analyst................................................................................................................................................................ $ 160 Technical Illustrator/CAD Operator........................................................................................................................... $ 140 Field Staff
Certified Asbestos/Lead Technician ......................................................................................................................... $ 220 Field Operations Manager......................................................................................................................................... $ 150 Nondestructive Examination Technician (UT, MT, LP) ............................................................................................ $ 145 Supervisory Technician............................................................................................................................................. $ 140 Special Inspector (Concrete, Masonry, Structural Steel, Welding, and Fireproofing).............................................. $ 135 Senior Technician...................................................................................................................................................... $ 135 Technician ................................................................................................................................................................. $ 130 Administrative Staff
Information Specialist................................................................................................................................................ $ 120 Geotechnical/Environmental/Laboratory Assistant....................................................................................................$ 120 Data Processor.......................................................................................................................................................... $ 95 Other Charges
Concrete Coring Equipment (includes technician)..................................................................................................$ 190/hr Anchor Load Test Equipment (includes technician)................................................................................................$ 190/hr GPR Equipment.......................................................................................................................................................$ 180/hr Inclinometer..............................................................................................................................................................$ 100/hr Hand Auger Equipment ...........................................................................................................................................$ 80/hr Rebar Locator (Pachometer)...................................................................................................................................$ 25/hr Vapor Emission Kit...................................................................................................................................................$ 65/kit Nuclear Density Gauge............................................................................................................................................$ 12/hr X-Ray Fluorescence ................................................................................................................................................$ 70/hr PID/FID.....................................................................................................................................................................$ 25/hr Air Sampling Pump ..................................................................................................................................................$ 10/hr Field Vehicle.............................................................................................................................................................$ 15/hr Expert Witness Testimony .......................................................................................................................................$ 450/hr Direct Expenses....................................................................................................................................................... Cost plus 15 % Special equipment charges will be provided upon request.
Notes
For field and laboratory technicians and special inspectors, overtime rates at 1.5 times the regular rates will be charged for work performed in excess of 8 hours in one day Monday through Friday and all day on Saturday. Rates at twice the regular rates will be charged for all work in excess of 12 hours in one day, all day Sunday and on holidays.
Field technician and special inspection hours are charged at a 4-hour minimum, and 8-hour minimum for hours exceeding 4 hours.
Invoices are payable upon receipt. A service charge of 1.5 percent per month may be charged on accounts not paid within 30 days.
Our rates will be adjusted in conjunction with the increase in the Prevailing Wage Determination during the life of the project, as applicable.
The terms and conditions are included in Ninyo & Moore’s Work Authorization and Agreement form.
See Note 1
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Ninyo & Moore | 2021 Laboratory Testing
Schedule of Fees for Laboratory Testing
SOILS CONCRETE
Atterberg Limits, D 4318, CT 204 ............................................................. $ 170 Compression Tests, 6x12 Cylinder, C 39 ...................................................$ 35 California Bearing Ratio (CBR), D 1883................................................... $ 550 Concrete Mix Design Review, Job Spec.....................................................$ 300 Chloride and Sulfate Content, CT 417 & CT 422 .................................... $ 175 Concrete Mix Design, per Trial Batch, 6 cylinder, ACI...............................$ 850 Consolidation, D 2435, CT 219................................................................. $ 300 Concrete Cores, Compression (excludes sampling), C 42........................$ 120 Consolidation, Hydro-Collapse only, D 2435 ........................................... $ 150 Drying Shrinkage, C 157..............................................................................$ 400 Consolidation – Time Rate, D 2435, CT 219 ........................................... $ 200 Flexural Test, C 78 .......................................................................................$ 85 Direct Shear – Remolded, D 3080............................................................ $ 350 Flexural Test, C 293 .....................................................................................$ 85 Direct Shear – Undisturbed, D 3080......................................................... $ 300 Flexural Test, CT 523...................................................................................$ 95 Durability Index, CT 229............................................................................ $ 175 Gunite/Shotcrete, Panels, 3 cut cores per panel and test, ACI ................$ 275 Expansion Index, D 4829, IBC 18-3 ......................................................... $ 190 Lightweight Concrete Fill, Compression, C 495 .........................................$ 80 Expansion Potential (Method A), D 4546................................................. $ 170 Petrographic Analysis, C 856.......................................................................$ 2,000 Geofabric Tensile and Elongation Test, D 4632...................................... $ 200 Restrained Expansion of Shrinkage Compensation...................................$ 450 Hydraulic Conductivity, D 5084................................................................. $ 350 Splitting Tensile Strength, C 496 .................................................................$ 100 Hydrometer Analysis, D 6913, CT 203..................................................... $ 220 3x6 Grout, (CLSM), C 39 .............................................................................$ 55 Moisture, Ash, & Organic Matter of Peat/Organic Soils .......................... $ 120 2x2x2 Non-Shrink Grout, C 109 .................................................................$ 55 Moisture Only, D 2216, CT 226 ................................................................ $ 35 Moisture and Density, D 2937................................................................... $ 45 ASPHALT Permeability, CH, D 2434, CT 220 ........................................................... $ 300 Air Voids, T 269 ............................................................................................$ 85 pH and Resistivity, CT 643........................................................................ $ 175 Asphalt Mix Design, Caltrans (incl. Aggregate Quality) .............................$ 4,500 Proctor Density D1557, D 698, CT 216, AASHTO T-180....................... $ 220 Asphalt Mix Design Review, Job Spec........................................................$ 180 Proctor Density with Rock Correction D 1557.......................................... $ 340 Dust Proportioning, CT LP-4........................................................................$ 85 R-value, D 2844, CT 301........................................................................... $ 375 Extraction, % Asphalt, including Gradation, D 2172, CT 382....................$ 250 Sand Equivalent, D 2419, CT 217 ............................................................ $ 125 Extraction, % Asphalt without Gradation, D 2172, CT 382........................$ 150 Sieve Analysis, D 6913, CT 202 ............................................................... $ 145 Film Stripping, CT 302..................................................................................$ 120 Sieve Analysis, 200 Wash, D 1140, CT 202............................................ $ 100 Hveem Stability and Unit Weight D 1560, T 246, CT 366..........................$ 225 Specific Gravity, D 854.............................................................................. $ 125 Marshall Stability, Flow and Unit Weight, T 245.........................................$ 240 Thermal Resistivity (ASTM 5334, IEEE 442)........................................... $ 925 Maximum Theoretical Unit Weight, D 2041, CT 309..................................$ 150 Triaxial Shear, C.D, D 4767, T 297........................................................... $ 550 Moisture Content, CT 370............................................................................$ 95 Triaxial Shear, C.U., w/pore pressure, D 4767, T 2297 per pt................ $ 450 Moisture Susceptibility and Tensile Stress Ratio, T 238, CT 371 .............$ 1,000 Triaxial Shear, C.U., w/o pore pressure, D 4767, T 2297 per pt.......................$ 350 Slurry Wet Track Abrasion, D 3910.............................................................$ 150 Triaxial Shear, U.U., D 2850 ..................................................................... $ 250 Superpave, Asphalt Mix Verification (incl. Aggregate Quality) ..................$ 4,900 Unconfined Compression, D 2166, T 208................................................ $ 180 Superpave, Gyratory Unit Wt., T 312 ..........................................................$ 100 Superpave, Hamburg Wheel, 20,000 passes, T 324.................................$ 1,000 MASONRY Unit Weight sample or core, D 2726, CT 308.............................................$ 100 Brick Absorption, 24-hour submersion, 5-hr boiling, 7-day, C 67........... $ 70 Voids in Mineral Aggregate, (VMA) CT LP-2..............................................$ 90 Brick Compression Test, C 67 .................................................................. $ 55 Voids filled with Asphalt, (VFA) CT LP-3.....................................................$ 90 Brick Efflorescence, C 67 .......................................................................... $ 55 Wax Density, D 1188................................................................................... $ 140 Brick Modulus of Rupture, C 67................................................................ $ 50 Brick Moisture as received, C 67 .............................................................. $ 45 AGGREGATES Brick Saturation Coefficient, C 67............................................................. $ 60 Clay Lumps and Friable Particles, C 142....................................................$ 180 Concrete Block Compression Test, 8x8x16, C 140................................. $ 70 Cleanness Value, CT 227 ............................................................................$ 180 Concrete Block Conformance Package, C 90 ......................................... $ 500 Crushed Particles, CT 205...........................................................................$ 175 Concrete Block Linear Shrinkage, C 426................................................. $ 200 Durability, Coarse or Fine, CT 229..............................................................$ 205 Concrete Block Unit Weight and Absorption, C 140................................ $ 70 Fine Aggregate Angularity, ASTM C 1252, T 304, CT 234 .......................$ 180 Cores, Compression or Shear Bond, CA Code....................................... $ 70 Flat and Elongated Particle, D 4791............................................................$ 220 Masonry Grout, 3x3x6 prism compression, C 39 .................................... $ 45 Lightweight Particles, C 123.........................................................................$ 180 Masonry Mortar, 2x4 cylinder compression, C 109 ................................. $ 35 Los Angeles Abrasion, C 131 or C 535.......................................................$ 200 Masonry Prism, half size, compression, C 1019...................................... $ 120 Material Finer than No. 200 Sieve by Washing, C 117..............................$ 90 Masonry Prism, Full size, compression, C 1019...................................... $ 200 Organic Impurities, C 40...............................................................................$ 90 Potential Alkali Reactivity, Mortar Bar Method, Coarse, C 1260...............$ 1,250 REINFORCING AND STRUCTURAL STEEL Potential Alkali Reactivity, Mortar Bar Method, Fine, C 1260....................$ 950 Chemical Analysis, A 36, A 615................................................................ $ 135 Potential Reactivity of Aggregate (Chemical Method), C 289 ...................$ 475 Fireproofing Density Test, UBC 7-6.......................................................... $ 90 Sand Equivalent, T 176, CT 217 .................................................................$ 125 Hardness Test, Rockwell, A 370............................................................... $ 80 Sieve Analysis, Coarse Aggregate, T 27, C 136 ........................................$ 120 High Strength Bolt, Nut & Washer Conformance, Sieve Analysis, Fine Aggregate (including wash), T 27, C 136.................$ 145 per assembly, A 325............................................................................. $ 150 Sodium Sulfate Soundness, C 88................................................................$ 450 Mechanically Spliced Reinforcing Tensile Test, ACI............................... $ 175 Specific Gravity and Absorption, Coarse, C 127, CT 206..........................$ 115 Pre-Stress Strand (7 wire), A 416............................................................. $ 170 Specific Gravity and Absorption, Fine, C 128, CT 207...............................$ 175 Reinforcing Tensile or Bend up to No. 11, A 615 & A 706..................... $ 75 Structural Steel Tensile Test: Up to 200,000 lbs., A 370 ........................ $ 90 ROOFING Welded Reinforcing Tensile Test: Up to No. 11 bars, ACI...................... $ 80 Roofing Tile Absorption, (set of 5), C 67 .....................................................$ 250 Roofing Tile Strength Test, (set of 5), C 67.................................................$ 250 Special preparation of standard test specimens will be charged at the technician’s hourly rate.
Ninyo & Moore is accredited to perform the AASHTO equivalent of many ASTM test procedures.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 HOURLY RATES 2022 2023
Principal $215.00 $225.00
Commissioning Director / Specialist $175.00 $180.00
Senior Energy Engineer $160.00 $165.00
Director of Projects $160.00 $165.00
Senior Project Manager $150.00 $155.00
Commissioning Project Manager $130.00 $135.00
Project Manager $120.00 $125.00
Energy Analyst $120.00 $125.00
Associate Project Manager $100.00 $105.00
Administrative Assistant $90.00 $95.00
See Note 1
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 See Note 1
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: 2ED71E54-A23C-424E-A299-19739EEA5054 DocuSign Envelope ID: 2ED71E54-A23C-424E-A299-19739EEA5054 Craig Baptista
Vice President
Bureau Veritas N.A.
Page | 1
RESOLUTION NO. 22560 (N.C.S.)
A RESOLUTION APPROVING MASTER SERVICE AGREEMENTS BETWEEN THE
CITY OF SALINAS AND WALD, RUHNKE & DORST ARCHITECTS, AETYPIC,
BUREAU VERITAS, TEF DESIGN, AND LDA PARTNERS FOR
ON-CALL ARCHITECTURAL SERVICES
WHEREAS, the Public Works Department has identified the need to utilize on-call consultants to provide architectural services to assist the department with any building projects, and other services related to design and construction of various public works projects; and WHEREAS, on September 16, 2022, the City of Salinas engaged in a Request for Qualifications (RFQ) process to identify firms with the requisite qualifications to provide architectural services; and
WHEREAS, on October 14, 2022, Public Works staff received nine (9) statements of qualifications (SOQ) from consultants; and
WHEREAS, an evaluation committee consisting of Public Works staff reviewed each SOQ and selected the top five (5) based on the criteria set forth in the Request for Qualifications; and
WHEREAS, the award of projects to the selected architectural firms will be based on an additional qualifications-based selection process.
NOW, THEREFORE, BE IT RESOLVED that the Salinas City Council approves the Master Service Agreements between the City of Salinas and Wald, Ruhnke & Dorst Architects, Aetypic, Bureau Veritas, TEF Design and LDA Partners to provide architectural services for various public works projects; and
BE IT FURTHER RESOLVED, that the City Manager is hereby authorized and directed, for and on behalf of the City of Salinas, and as its act and deed, to execute the attached Master Service Agreements; and
BE IT FURTHER RESOLVED, that the City Manager is authorized to execute extensions and/or modifications to the Agreements and to take whatever additional action may be necessary to effectuate the intent of this resolution; and BE IT FURTHER RESOLVED, that the City Engineer or his/her designee is hereby authorized to approve the Consultant's on-going performance of services without the need for subsequent Professional Service Agreements provided the Consultant is, at all times throughout the term thereof, in compliance with the terms and conditions of the Master Service Agreement approved through this Resolution.
DocuSign Envelope ID: AA3A924E-ADD6-4DF1-AF3D-63B5BF64E304 Page | 2
PASSED AND APPROVED this 10th day of January 2023, by the following vote:
AYES: Councilmembers: Barrera, Gonzalez, McShane, Osornio, Rocha, Sandoval and Mayor Craig
NOES: None
ABSENT: None
ABSTAIN: None
APPROVED:
_______________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
DocuSign Envelope ID: AA3A924E-ADD6-4DF1-AF3D-63B5BF64E304
MASTER SERVICE AGREEMENT
FOR PROFESSIONAL SERVICES
BETWEEN
THE CITY OF SALINAS AND
LDA PARTNERS
Form: Professional Services Agreement v. January 2021 Page 1 of 15 LDA Partners
December 2022
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
LDA Partners
December 2022
Contents
RECITALS ..................................................................................................................................... 4 TERMS ........................................................................................................................................... 4
1. Scope of Service. ................................................................................................................. 4
2. Term; Completion Schedule. ............................................................................................... 4
3. Compensation. ..................................................................................................................... 4
4. Billing. ................................................................................................................................. 4
5. Meet & Confer. .................................................................................................................... 5
6. Additional Copies................................................................................................................. 5
7. Responsibility of Consultant................................................................................................ 5
8. Responsibility of City. ......................................................................................................... 5
9. Acceptance of Work Not a Release. .................................................................................... 6
10. Indemnification and Hold Harmless.. .................................................................................. 6
11. Insurance.............................................................................................................................. 6
12. Access to Records................................................................................................................ 6
13. Non-Assignability................................................................................................................ 6
14. Changes to Scope of Work. ................................................................................................. 7
15. Ownership of Documents. ................................................................................................... 7
16. Termination.......................................................................................................................... 7
17. Compliance with Laws, Rules, and Regulations. ................................................................ 8
18. Exhibits Incorporated........................................................................................................... 8
19. Independent Contractor........................................................................................................ 8
20. Integration and Entire Agreement........................................................................................ 8
21. Jurisdiction and Venue......................................................................................................... 8
22. Severability .......................................................................................................................... 9
23. Notices. ................................................................................................................................ 9
24. Nondiscrimination................................................................................................................ 9
25. Conflict of Interest. ............................................................................................................ 10
26. Headings. ........................................................................................................................... 10
27. Attorneys’ Fees.................................................................................................................. 10
28. Non-Exclusive Agreement................................................................................................. 10
29. Rights and Obligations Under Agreement......................................................................... 10
30. Licenses.............................................................................................................................. 10
31. Counterparts....................................................................................................................... 10 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
LDA Partners
December 2022
32. Legal Representation. ........................................................................................................ 10
33. Joint Representation........................................................................................................... 11
34. Warranty of Authority........................................................................................................ 11
35. No Waiver of Rights. ......................................................................................................... 11 Exhibit A- Insurance Requirements.............................................................................................. 12 Exhibit B- Fee Schedule ............................................................................................................... 15 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
LDA Partners
December 2022
MASTER SERVICE AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN
THE CITY OF SALINAS AND LDA PARTNERS
This Master Service Agreement for Professional Services (the “Agreement” and/or “Contract”) is made and entered into this 10
th day of January , 2023, between the City of
Salinas, a California Charter city and municipal corporation (hereinafter “City”), and LDA Partners, an S-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. It is understood by City and Consultant that Consultant performs or secures the performance of Architectural and related services for the City on an on-going basis.
On each occasion Consultant performs services for City, Consultant shall advise the City in writing of the scope of services to be provided, and the cost of, and estimated time to perform the services. Consultant shall not proceed to perform any such service until City and Consultant have established a project cost, a completion schedule, and a time period for performance, and the City has given its written authorization to perform. Written approval for performance and compensation may be granted by the City Engineer.
2. Term; Completion Schedule. This Agreement shall commence on January 10, 2023 and shall terminate on January 10, 2028, 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 as shown on Exhibit B.
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:
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
LDA Partners
December 2022
(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.
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 & 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.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
LDA Partners
December 2022
(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 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 Consultant (aka Design Professional).
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. Non-Assignability. 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 Consultant. This Agreement is personal to Consultant and shall not be assigned by it without express written approval of the City.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
LDA Partners
December 2022
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. 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 ten days 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. shall:
(C) In the event that this Agreement is terminated by City for any reason, Consultant DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
LDA Partners
December 2022
(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 Entire 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 and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, County of Monterey, and City of Salinas.
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.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
LDA Partners
December 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:
Eric Whole, AIA
President
[email protected]
222 Central Court
Stockton, CA 95204
(209) 943-0405
(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, ancestry, creed, sex, national origin, familial status, sexual orientation, age (over 40 years) or disability.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
LDA Partners
December 2022
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, if it so chose, 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 party outside the terms set forth in this Agreement as an inducement to enter into this Agreement.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
LDA Partners
December 2022
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.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date first written above.
CITY OF SALINAS
Steven S. Carrigan City Manager
APPROVED AS TO FORM:
□ Christopher A. Callihan, City Attorney, or
□ Rhonda Combs, Assistant City Attorney
CONSULTANT
By (Printed Name):
Its (Title):
President
Eric Wohle
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Jim Pia Assistant City Manager
Form: Professional Services Agreement v. January 2021
LDA Partners
December 2022
Exhibit A- Insurance Requirements
Insurance Requirements
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 and Professional Liability, coverage should be maintained for a minimum of five (5) years after Agreement completion.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
(A)Commercial General Liability (“CGL”): Insurance Services Office Form (“ISO”) 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. (B) Automobile Liability: ISO Form CA 0001 covering any auto, or if Consultant has no owned autos, hired and non-owned, with limits no less than $1,000,000 per accident for bodily injury and property damage.
(C)Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
(D)Professional Liability (also known as Errors and Omissions) insurance appropriate to the work being performed, with limits no less than $1,000,000 per occurrence or claim, $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.
OTHER INSURANCE PROVISIONS
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City of Salinas, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy 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 Form 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).
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
LDA Partners
December 2022
Primary Coverage
For any claims related to this Agreement or the project described within this Agreement, the Consultant’s insurance coverage shall be primary coverage at least as broad as ISO Form CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.
Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance.
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.
Self-Insured Retentions
Self-insured retentions must be declared by Consultant to and approved by the City. At the option of the City, 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 administrations, 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.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.
Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
1. The Retroactive Date must be shown and must be before the date of this Agreement or the beginning of Agreement 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 Agreement effective date, the Consultant must purchase “extended reporting” 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.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
LDA Partners
December 2022
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable insurance language effecting coverage required by this Agreement. 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.
Subcontractors
Consultant shall require and verify that all sub-consultants and/or subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that Entity is an additional insured on insurance required from such sub-consultants and/or subcontractors.
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.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
LDA Partners
December 2022
Exhibit B- Fee Schedule
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 LDA PARTNERS 34
Fee Schedule
City of Salinas On-Call Architectural Services LDA PARTNERS LDA Partners
Principal Architect: $275/hour
Project Architect/Manager: $250/hour
Project Designer/Planner: $200/hour
Draftsperson: $150/hour
Clerical/Staff: $ 95/hour
Civil/Landscape Engineering
Principal Engineer: $230/hour
Senior Engineer II: $184/hour
Project Engineer II: $171/hour
Assistant Engineer II: $134/hour
Surveyor: $144/hour
Senior Landscape Architect $166/hour
Adminstrative: $96/hour
Electrical Engineering:
Principal: $200/hour
Associate Engineer $175/hour
Project Engineer $140/hour
Designer $100/hour
BIM Technician $85/hour
Administrative $75/hour
Cost Estimating:
Principal: $ 250/hour
Professional Licensed Engineer: $210/hour
Senior Cost Estimator: $150/hour
Project Engineer: $100/hour
Clerical Support: $80/hour
Structural Engineering:
Structural Engineer: $195/hour
Engineer: $140/hour
Drafing: $120/hour
Survey Technician: Prevailing Wage
Mechanical/Plumbing Engineering:
Principal Engineer $220/hour
Project Manager $190/hour
Engineer $170/hour
Designer $150/hour
CADD Operator $95/hour
REIMBURSABLE EXPENSES
Reimbursable expenses are in addition to the compensation for basic services and shall billed from the proposed allowance and include the actual expenditures made by the Architect and his employees in the interest of the project, at cost plus 15%, which are itemized as follows:
• Reproduction Costs
• Shipping/Postage
• Computer Plotting
• Mileage/Travel outside of San Joaquin County
ITEMIZED EXPENSES:
• 24 x 36 Plot( in-house): $5.00
• 30 x42 Plot (in-house): $7.50
• Mileage: Federal Rate
PROPOSED FEE SCHEDULE
The above services will be performed on an hourly basis, in accordance with the listed schedule as follows. Time expended in the interest of the project beyond the allocations indicated below will be billed on an hourly basis in accordance with the attached fee schedule:
GENERAL EXCLUSIONS
• Any permit or plan check fees required by this work.
• All reproduction costs.
• Any testing or inspections required before, during or after construction of the proposed facilities. • Additional services beyond those listed herein.
• On-site verification of utilities, hidden building components etc. • Additional services caused by project delays or interruption.
Per RFQ Section 6 "Hourly rates shall not change for 1 year of agreement and are allowed an annual adjustment"; therefore, the rates must remain in effect through December 2023 and a rate increase of 3% maximum of CPI supported may be used thereafter.
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36
Version: November 2023
AGREEMENT —AMENDMENT NO. 1 TO
MASTER SERVICE AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN
LDA PARTNERS AND CITY OF SALINAS
This Amendment No. 1 to the Master Service Agreement for Professional Services (the “Amendment”) is entered into this 23rd day of February 2024, by and between the City of Salinas (the “City”) and LDA Partner, (the “Consultant”). City and Consultant may be individually referred to herein as a “Party” and collectively the City and Consultant may be referred to as the “Parties.”
RECITALS
WHEREAS, the City and Consultant first entered into a/an Master Service Agreement for Professional Services effective January 10th, 2023, pursuant to which Consultant agreed to act as and provide certain services to the City for compensation (the “Agreement”); and
WHEREAS, the City and Consultant desire to amend the Agreement to reflect the revised term in the compensation to be paid to the consultant.
NOW, THEREFORE, in mutual consideration of the terms and conditions set forth below, the Parties agree as follows:
TERMS
1. Amendment to Term Number 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 as shown on Exhibit B, on a project-by-project basis. For a total cumulative amount not to exceed three million dollars ($3,000,000).
2. All other covenants, terms, and conditions set forth in the Agreement and not amended by this Amendment shall remain in full force and effect as if fully set forth herein.
IN WITNESS WHEREOF, the undersigned, as authorized representatives of the City and Consultant have entered into this Agreement as of the date first written above.
CITY OF SALINAS
___________________________________
Jim Pia, Interim City Manager
APPROVED AS TO FORM:
___________________________________
□ Christopher A. Callihan, City Attorney
□ Rhonda Combs, Assistant City Attorney
DocuSign Envelope ID: B0B41F68-26EC-421F-BE41-E2D4069A8869
Version: November 2023
CONSULTANT
____________________________________
Printed name: ________________________
Title: ________________________________
DocuSign Envelope ID: B0B41F68-26EC-421F-BE41-E2D4069A8869 LDA Partners, Inc.
President
Eric Wohle
Page | 1
RESOLUTION NO. 22560 (N.C.S.)
A RESOLUTION APPROVING MASTER SERVICE AGREEMENTS BETWEEN THE
CITY OF SALINAS AND WALD, RUHNKE & DORST ARCHITECTS, AETYPIC,
BUREAU VERITAS, TEF DESIGN, AND LDA PARTNERS FOR
ON-CALL ARCHITECTURAL SERVICES
WHEREAS, the Public Works Department has identified the need to utilize on-call consultants to provide architectural services to assist the department with any building projects, and other services related to design and construction of various public works projects; and WHEREAS, on September 16, 2022, the City of Salinas engaged in a Request for Qualifications (RFQ) process to identify firms with the requisite qualifications to provide architectural services; and
WHEREAS, on October 14, 2022, Public Works staff received nine (9) statements of qualifications (SOQ) from consultants; and
WHEREAS, an evaluation committee consisting of Public Works staff reviewed each SOQ and selected the top five (5) based on the criteria set forth in the Request for Qualifications; and
WHEREAS, the award of projects to the selected architectural firms will be based on an additional qualifications-based selection process.
NOW, THEREFORE, BE IT RESOLVED that the Salinas City Council approves the Master Service Agreements between the City of Salinas and Wald, Ruhnke & Dorst Architects, Aetypic, Bureau Veritas, TEF Design and LDA Partners to provide architectural services for various public works projects; and
BE IT FURTHER RESOLVED, that the City Manager is hereby authorized and directed, for and on behalf of the City of Salinas, and as its act and deed, to execute the attached Master Service Agreements; and
BE IT FURTHER RESOLVED, that the City Manager is authorized to execute extensions and/or modifications to the Agreements and to take whatever additional action may be necessary to effectuate the intent of this resolution; and BE IT FURTHER RESOLVED, that the City Engineer or his/her designee is hereby authorized to approve the Consultant's on-going performance of services without the need for subsequent Professional Service Agreements provided the Consultant is, at all times throughout the term thereof, in compliance with the terms and conditions of the Master Service Agreement approved through this Resolution.
DocuSign Envelope ID: AA3A924E-ADD6-4DF1-AF3D-63B5BF64E304 Page | 2
PASSED AND APPROVED this 10th day of January 2023, by the following vote:
AYES: Councilmembers: Barrera, Gonzalez, McShane, Osornio, Rocha, Sandoval and Mayor Craig
NOES: None
ABSENT: None
ABSTAIN: None
APPROVED:
_______________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
DocuSign Envelope ID: AA3A924E-ADD6-4DF1-AF3D-63B5BF64E304 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Assistant City Manager
Jim Pia
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36
Page | 1
RESOLUTION NO. 22560 (N.C.S.)
A RESOLUTION APPROVING MASTER SERVICE AGREEMENTS BETWEEN THE
CITY OF SALINAS AND WALD, RUHNKE & DORST ARCHITECTS, AETYPIC,
BUREAU VERITAS, TEF DESIGN, AND LDA PARTNERS FOR
ON-CALL ARCHITECTURAL SERVICES
WHEREAS, the Public Works Department has identified the need to utilize on-call consultants to provide architectural services to assist the department with any building projects, and other services related to design and construction of various public works projects; and WHEREAS, on September 16, 2022, the City of Salinas engaged in a Request for Qualifications (RFQ) process to identify firms with the requisite qualifications to provide architectural services; and
WHEREAS, on October 14, 2022, Public Works staff received nine (9) statements of qualifications (SOQ) from consultants; and
WHEREAS, an evaluation committee consisting of Public Works staff reviewed each SOQ and selected the top five (5) based on the criteria set forth in the Request for Qualifications; and
WHEREAS, the award of projects to the selected architectural firms will be based on an additional qualifications-based selection process.
NOW, THEREFORE, BE IT RESOLVED that the Salinas City Council approves the Master Service Agreements between the City of Salinas and Wald, Ruhnke & Dorst Architects, Aetypic, Bureau Veritas, TEF Design and LDA Partners to provide architectural services for various public works projects; and
BE IT FURTHER RESOLVED, that the City Manager is hereby authorized and directed, for and on behalf of the City of Salinas, and as its act and deed, to execute the attached Master Service Agreements; and
BE IT FURTHER RESOLVED, that the City Manager is authorized to execute extensions and/or modifications to the Agreements and to take whatever additional action may be necessary to effectuate the intent of this resolution; and BE IT FURTHER RESOLVED, that the City Engineer or his/her designee is hereby authorized to approve the Consultant's on-going performance of services without the need for subsequent Professional Service Agreements provided the Consultant is, at all times throughout the term thereof, in compliance with the terms and conditions of the Master Service Agreement approved through this Resolution.
DocuSign Envelope ID: AA3A924E-ADD6-4DF1-AF3D-63B5BF64E304 Page | 2
PASSED AND APPROVED this 10th day of January 2023, by the following vote:
AYES: Councilmembers: Barrera, Gonzalez, McShane, Osornio, Rocha, Sandoval and Mayor Craig
NOES: None
ABSENT: None
ABSTAIN: None
APPROVED:
_______________________
Kimbley Craig, Mayor
ATTEST:
_________________________
Patricia M. Barajas, City Clerk
DocuSign Envelope ID: AA3A924E-ADD6-4DF1-AF3D-63B5BF64E304
MASTER SERVICE AGREEMENT
FOR PROFESSIONAL SERVICES
BETWEEN
THE CITY OF SALINAS AND
WALD, RUHNKE & DOST
ARCHITECTS LLP
Form: Professional Services Agreement v. January 2021 Page 1 of 15 Wald, Ruhnke and Dost Architects LLP
December 2022
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Wald, Ruhnke and Dost Architects LLP
December 2022
Contents
RECITALS ..................................................................................................................................... 4 TERMS ........................................................................................................................................... 4
1. Scope of Service. ................................................................................................................. 4
2. Term; Completion Schedule. ............................................................................................... 4
3. Compensation. ..................................................................................................................... 4
4. Billing. ................................................................................................................................. 4
5. Meet & Confer. .................................................................................................................... 5
6. Additional Copies................................................................................................................. 5
7. Responsibility of Consultant................................................................................................ 5
8. Responsibility of City. ......................................................................................................... 5
9. Acceptance of Work Not a Release. .................................................................................... 6
10. Indemnification and Hold Harmless.. .................................................................................. 6
11. Insurance. ............................................................................................................................. 6
12. Access to Records................................................................................................................ 6
13. Non-Assignability................................................................................................................ 6
14. Changes to Scope of Work. ................................................................................................. 7
15. Ownership of Documents. ................................................................................................... 7
16. Termination.......................................................................................................................... 7
17. Compliance with Laws, Rules, and Regulations. ................................................................ 8
18. Exhibits Incorporated........................................................................................................... 8
19. Independent Contractor........................................................................................................ 8
20. Integration and Entire Agreement........................................................................................ 8
21. Jurisdiction and Venue......................................................................................................... 8
22. Severability .......................................................................................................................... 9
23. Notices. ................................................................................................................................ 9
24. Nondiscrimination................................................................................................................ 9
25. Conflict of Interest. ............................................................................................................ 10
26. Headings. ........................................................................................................................... 10
27. Attorneys’ Fees .................................................................................................................. 10
28. Non-Exclusive Agreement................................................................................................. 10
29. Rights and Obligations Under Agreement......................................................................... 10
30. Licenses.............................................................................................................................. 10
31. Counterparts....................................................................................................................... 10 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Wald, Ruhnke and Dost Architects LLP
December 2022
32. Legal Representation. ........................................................................................................ 10
33. Joint Representation........................................................................................................... 11
34. Warranty of Authority........................................................................................................ 11
35. No Waiver of Rights. ......................................................................................................... 11 Exhibit A- Insurance Requirements.............................................................................................. 12 Exhibit B- Fee Schedule ............................................................................................................... 15 DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Wald, Ruhnke and Dost Architects LLP
December 2022
MASTER SERVICE AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN
THE CITY OF SALINAS AND WALD, RUHNKE AND DOST ARCHITECTS, LLP This Master Service Agreement for Professional Services (the “Agreement” and/or “Contract”) is made and entered into this 10
th day of January , 2023, between the City of
Salinas, a California Charter city and municipal corporation (hereinafter “City”), and Wald, Ruhnke and Dost Architects LLP, a California 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. It is understood by City and Consultant that Consultant performs or secures the performance of Architectural and related services for the City on an on-going basis.
On each occasion Consultant performs services for City, Consultant shall advise the City in writing of the scope of services to be provided, and the cost of, and estimated time to perform the services. Consultant shall not proceed to perform any such service until City and Consultant have established a project cost, a completion schedule, and a time period for performance, and the City has given its written authorization to perform. Written approval for performance and compensation may be granted by the City Engineer.
2. Term; Completion Schedule. This Agreement shall commence on January 10, 2023 and shall terminate on January 10, 2028, 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 as shown on Exhibit B.
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:
DocuSign Envelope ID: CAFC6500-5814-44E2-9E64-3683725FAD36 Form: Professional Services Agreement v. January 2021
Wald, Ruhnke and Dost Architects LLP
December 2022