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AGREEMENT FOR PROFESSIONAL SERVICES
WASTEWATER TREATMENT PLANT PROGRAM MANAGEMENT SERVICES
This Agreement is made on June 30, 2023 by and between Carollo Engineers, Inc., a Delaware corporation (“Contractor”), and the City of Santa Maria , a California Municipal Corporation and charter city (“City”), in Santa Maria, California, based on the following recitals:
WHEREAS, City has determined that Wastewater Treatment Plant Program Management Services involves performance of technical and professional services of a temporary nature (the “Project”); and
WHEREAS, City does not have available employees to perform the services for the Project; and
WHEREAS, on March 17, 2023, the City of Santa Maria Utilities Department released a Request for Qualifications for Wastewater Treatment Plant Program Management Services (“RFQ”); and
WHEREAS, the Contractor submitted a statement of qualifications that was responsive to the City’s RFQ prior to the submittal deadline; and
WHEREAS, following a comprehensive evaluation of that submittal in consideration of the RFQ rating criteria, a subsequent interview with the Contractor on June 22, 2023, and follow up discussions between the Contractor and members of the City’s selection committee, the Contractor was selected to perform the services for the Project; and
WHEREAS, the City determined Contractor’s rates were fair and reasonable compared to other firms performing similar services; and
WHEREAS, the Contractor is registered or licensed in California to perform the services for the Project.
NOW, THEREFORE, IT IS AGREED:
1. Recitals true. The above recitals are true.
2. General.
2.01 Term and Termination. The term of this Agreement begins on the first date written above and ends at 11:59 p.m. on June 30, 2025. This Agreement may be extended by mutual consent of the parties. This Agreement may be terminated for breach of its terms or conditions, or because of discovery of any act which violates local, state, or federal law.
Termination is effective fourteen (14) days after deposit of notice as specified in this Agreement.
2.02 Services to be Performed. Contractor shall determine the method, details, and means of providing services for the Project. More specifically, Contractor agrees to perform the specific services listed in Exhibit “A.”
2.03 City’s Duties. City’s duties under this Agreement are to cooperate with the Contractor in the performance of the Agreement and timely pay invoices as outlined in Exhibit “C”. In addition, City shall furnish Contractor available studies, reports and other data pertinent to Contractor's services; obtain or authorize Contractor to obtain or provide additional reports ATTACHMENT "A-1"
Atty. rev. 2023; Risk rev. 2023 Page 2 of 23 and data as required; furnish to Contractor services of others required for the performance of Contractor's services hereunder, and Contractor shall be entitled to use and reasonably rely upon all such information and services provided by City or others in performing Contractor's services under this Agreement. Additionally, the City shall arrange for access to and make all provisions for the Contractor to enter upon public and private property as required for the Contractor to perform services hereunder. 2.04 Notice to Proceed. The City’s Notice to Proceed with Interim Scope of Work for WWTP Program Management Services dated June 30, 2023, issued to Contractor, is provided in Exhibit “B”. 2.05 Payment. Payment terms under this Agreement are listed in Exhibit “C”. The City agrees to timely review invoices for approval and promptly submit for payment processing. 2.06 Insurance. Contractor shall provide insurance as listed in Exhibit “D.”2.07 Exhibits. Exhibits “A”, “B”, “C”, and “D” are attached and incorporated. 3. Contractor’s Obligations.3.01 Minimum Amount of Service. Contractor shall devote sufficient time to perform services under this Agreement efficiently and effectively. Contractor may represent, perform services for and be employed by additional individuals or entities, in Contractor’s sole discretion, as long as the performance of these extracontractual services does not interfere with or present a conflict with the City's business. 3.02 Tools and Equipment. Except as otherwise stated in this Agreement, Contractor will supply all tools and equipment necessary to perform this Agreement. 3.03 Status. Contractor (including its employees) is an independent Contractor. No employer/employee relationship exists between Contractor and City. Contractor's assigned personnel shall not be entitled to any benefits payable to employees of City. City is not required to make any deductions or withholdings from the compensation payable to Contractor under this Agreement. Contractor (as a business entity, including its employees) is a “design professional” as defined by California Civil Code section 2782.8(c)(3). 3.04 Indemnification. To the fullest extent permitted by law, Contractor shall indemnify, defend (with independent counsel approved by the City) and hold harmless the City, and its directors, officers, and employees from and against all liabilities (including without limitation all claims, losses, damages, penalties, fines, and judgments, associated investigation and administrative expenses, and defense costs, including but not limited to reasonable attorneys’ fees, court costs and costs of alternative dispute resolution) regardless of nature or type that arise out of, pertain to, or relate to the negligence, reckless, or willful misconduct of Contractor including its employees. The provisions of this paragraph survive completion of the services or the termination of this contract. The provisions of this section are not limited by the provisions of the section relating to insurance. In no event shall the cost to defend charges Contractor exceed Contractor’s proportionate percentage of fault.3.05 Warranties and Damages. Contractor shall not be responsible for warranties, guarantees, fitness for a particular purpose, breach of fiduciary duty, loss of anticipated profits or for economic, incidental, liquidated, or consequential damages to City any third party. Additionally, Contractor shall not be responsible for acts and decisions of third parties, including governmental agencies, other than Contractor’s subconsultants, that impact project completion and/or success. 3.06 Standard of Care. Contractor shall complete the services required hereunder in accordance with the prevailing standard of care by exercising the skill and ability ordinarily required of consultants performing the same or similar services, under the same or similar circumstances, in the State of California.
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3.07 Estimates and Projections. In providing opinions of cost, financial analyses, economic feasibility projections, schedules, and quantity and/or quality estimates for potential projects, Contractor has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs; competitive bidding procedures and market conditions; time or quality of performance of third parties; quality, type, management, or direction of operating personnel; the incoming water quality and/or quantity; the way City’s plant(s) and/or associated processes are operated and/or maintained; and other economic and operational factors that may materially affect the ultimate project elements, including, but not limited to, cost or schedule. Therefore, Contractor makes no warranty that City’s actual project costs, financial aspects, economic feasibility, schedules, and/or quantities or quality realized will not vary from Contractor’s opinions, analyses, projections, or estimates. 3.08 Delays. Contractor is not responsible for damage or delay in performance caused by events beyond the reasonable control of Contractor. In the event Contractor's services are suspended, delayed, or interrupted for the convenience of City or delays occur beyond the reasonable control of Contractor, an equitable adjustment in Contractor's time of performance and cost of Contractor's personnel and subcontractors may be made. 4. Miscellaneous4.01 Notices. All communication relating to the day-to-day activities of this Agreement shall be exchanged between a designated representative of City and a representative of Contractor, listed below. All notices shall be addressed as follows unless a written change is filed with the City: City:Contractor:Attn: Shad Springer Attn: Graham Juby, Vice PresidentCity of Santa Maria Carollo Engineers, Inc.Utilities Department 3150 Bristol Street 2065 East Main Street Costa Mesa, CA 92620 Santa Maria, CA 93454 If the designated Representative or address of either party changes during the term of this Agreement, a written notice shall be given to the other party prior to the effective date of change. Any written notices required under this Agreement shall be effective five (5) days after deposit into United States mail, postage prepaid, addressed to the designated Representative, or upon confirmation of receipt of delivery if another notification process is used. 4.02 Compliance With Laws, etc. Contractor shall comply with all laws, including but not limited to the rules and policies of the City, in performing this Agreement.4.03 Integration. This Agreement constitutes the entire agreement of the parties with respect to the subject matter. All modifications, amendments, or waivers of the terms of this Agreement must be in writing and signed by the appropriate representatives of the parties. 4.04 Interpretation. This Agreement shall be interpreted in accordance with the laws of the State of California. 4.05 Jurisdiction. Jurisdiction and venue of all disputes over the terms of this agreement shall be in the County of Northern Santa Barbara, State of California.4.06 Warranty of authority. Each person signing this Agreement on behalf of a party warrants that he or she has authority to do so.4.07 No Waiver. Failure to enforce with respect to a default shall not be construed as a waiver.
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4.08 Severability. The provisions of this Agreement are severable. If any part of this Agreement is held invalid by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect unless amended or modified by mutual written consent of the parties.4.09 Submittals. In addition to any other submittals required by this Agreement, Contractor shall submit copies of its current business license and current certificate of workers compensation coverage to the City before beginning work on this Project. 4.10 Prevailing Wage. If applicable, Contractor and all subcontractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code. The Director's determination is on file and open to inspection at www.dir.ca.gov and is referred to and made a part hereof; the wage rates therein ascertained, determined, and specified are referred to and made a part hereof as though fully set forth herein. 4.11 Third Parties. The services to be performed by Contractor are intended solely for the benefit of City. No person or entity not a signatory to this Agreement shall be entitled to rely on Contractor's performance of its services hereunder, and no right to assert a claim against Contractor by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of Contractor's services hereunder. CONTINUED ON NEXT PAGE Atty. rev. 2023; Risk rev. 2023 Page 5 of 23
IN WITNESS WHEREOF, this Agreement is executed by the parties on the date first written above.“Contractor” “City”CAROLLO ENGINEERS, INC. CITY OF SANTA MARIAa Delaware corporation, authorized to do a political subdivisionbusiness in the State of California of the State of CaliforniaBy: By:GRAHAM JUBY SHAD S. SPRINGER, P.E., MPAVice President Director of UtilitiesBy:ATTESTANNE PRUDHELSenior Vice PresidentBy:RHONDA M. WHITE, CMCChief Deputy City ClerkAPPROVED AS TO FORMRisk ManagerCity Attorney
Atty. rev. 2023; Risk rev. 2023 Page 6 of 23 EXHIBIT “A”SERVICES TO BE PROVIDED PROJECT UNDERSTANDING The City has selected the Contractor (referred to in this Exhibit “A” as “Carollo”) to provide Wastewater Treatment Plant Program Management Services. Due to the urgency to respond to the Notice of Applicability (NOA), incorporated herein by reference, issued by the Central Coast Water Board (Water Board) on June 16, 2023, Carollo will begin some early work to assist the City with the response to the Water Board. In addition, Carollo will also begin work on some other tasks related to the NOA that need to be started promptly as they provide additional information that will be needed as part of follow-up discussions with the Water Board. It is anticipated that the interim scope period may last up to three months, by which time the Agreement for the overall project should be in place. The scope of work items to be undertakenduring the interim period are described below. Since there will be ongoing adjustments to the scope to accommodate changes needed based on feedback from the Water Board, some of these tasks will not be completed until the full contract is in place. SCOPE OF WORK Task A – Project Management and Administration Provide project management during the interim scope phase to monitor work, budget, and schedule. This includes invoice preparation and coordination with the City’s Project Manager and staff, Carollo’s project team, and subconsultants. As part of this project management task, Carollo will complete the following: 1. Set up the project and project controls, contract with required subconsultants for work in Tasks B and C and establish a regular meeting schedule with the City for this interim period. 2. Maintain on a monthly basis an updated project schedule outlining all tasks, durations, milestone dates, and the City’s review periods. 3. Provide quality assurance and quality control (QA/QC) reviews throughout the course of the project. Provide reviews of all work products, incorporate the City’s comments into all deliverables while adhering to industry practices and standards. 4. Throughout the course of the interim period, we anticipate up to three monthly meetings, and weekly Teams meetings with City staff. 5. Other meetings will be scheduled as needed. Deliverables: Monthly updated project schedule, meeting agendas, meeting minutes, monthly invoices, and presentation materials, all submitted in electronic (PDF) format. Task B – Immediate Action Assistance 1. Contract with Larry Walker and Associates to provide permit assistance. 2. Develop a draft letter response to the Water Board based on concerns/issues identified in the NOA and submit it to the City for review by July 6th. The letter will address the issues addressed by Carollo in Exhibit “B” under the Immediate Action heading and will Atty. rev. 2023; Risk rev. 2023 Page 7 of 23 request a follow up meeting (Teams or in person) in August 2023, with the Water Board (Cecile Blancarte and Jennifer Epp) to discuss the items in question, and also to obtain clarity on other aspects of the NOA. 3. Meet virtually with the City as needed to discuss the draft response and make edits as needed. The City will submit the response to the Water Board by July 14, 2023. 4. Meet virtually or in person with the Water Board in August 2023 to discuss the City’s response to the NOA. 5. Provide additional follow-up with the City based on the August meeting. Deliverables: Draft letter to the Water Board, updates to the letter, final letter to the Water Board, all in electronic format. Task C – Short Term Action Assistance Carollo will assist the City as identified in Exhibit “B” under the Short-Term Action heading, including: 1. Beginning work on the Compliance Plan. The City is required to submit a Compliance Plan by June 16, 2024. Work on developing the contents for this Plan will begin once the July 14th letter to the Water Board has been submitted – Task B. The Compliance Plan is required to include the selection of the Option under which the WWTP effluent is to be permitted; that is Option 1 (meeting the General Permit plant effluent limits – shown in Table 7 of the NOA), or Option 2 (meeting the in-ground limits and implementing a groundwater monitoring plan). Deciding on Option 1 or Option 2 will depend on the Water Board’s response to the City’s July 14th letter, as well as other factors that will need to be investigated. Work on the Compliance Plan will not be completed during the Interim period. 2. Beginning work on the Monitoring Program. The NOA stipulates that the City must begin their Monitoring Program on October 1, 2023. Assuming the City has an accepted Monitoring Plan in place, this should not be an issue. However, the Water Board did indicate that the current monitoring well arrangement is not adequate. This will require some discussions with the Water Board, and if modifications to the existing Monitoring Plan are required, this work will need to begin right away, or the start date for monitoring will need to be pushed out. Assisting the City with setting up the GeoTracker site for uploading reports for the Water Board. 3. Assisting the City with addressing the trickling filter performance and BOD, including: a. Providing on-going support to the City during the investigation of options to improve the current trickling filter performance. b. Providing plant operational support with an on-site person (Chris Vasquez) to work with the Chief Plant Operator for about a week to see if trickling filter performance can be improved. c. Developing a testing plan and conduct on-site jar testing for BOD removal in the primary clarifiers, evaluate the performance, and prepare Technical Memorandum No. 1 summarizing the results and recommendations. d. Reviewing the historical septage hauler information. Prepare Technical Memorandum No. 2 summarizing the findings and recommendations with respect to the ability to segregate some septage flow and treat it directly in the anaerobic digesters.
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4.Begin work on the Percolation Pond Capacity Analysis. Hire GSI and Yeh and Associates to conduct the analysis. Complete a desktop analysis to review existing geotechnical andsubsurface data, historical performance, and previous studies and interviews with WWTP staff.5. Compile Technical Memorandum No. 3 to summarize data and recommend next steps.6. Begin work on the CEQA/Environmental process. Hire LSA to begin work on developing the CEQA strategy for the Program and to start identifying known habitat and cultural areas that will assist with the siting of future facilities. Additional CEQA activities will follow as part of the subsequent Scope of Work. Deliverables: Draft and final versions of Technical Memoranda No. 1, 2, and 3, all in electronic format. Assumptions The following assumptions were used to develop the above Scope of Work: 1. This interim scope of work phase is expected to last up to three months. 2. Not all tasks will be fully completed as part of the interim phase. Any open tasks will be rolled over into the subsequent Scope of Work. 3. Carollo will complete the work on a time and material basis with a not-to-exceed limit of $75,000.
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Atty. rev. 2023; Risk rev. 2023 Page 19 of 23 EXHIBIT “C”
Atty. rev. 2023; Risk rev. 2023 Page 20 of 23 PAYMENT I. PROGRESS AUTHORIZATION Written authorization to proceed from the City authorizes the Contractor to generate the NOT-TO-EXCEED COST OF SEVENTY-FIVE THOUSAND DOLLARS AND ZERO CENTS ($75,000.00) IN FEES for above listed tasks. TOTAL NOT-TO-EXCEED COSTS: $75,000.00 The City reserves the right to withhold any amount if unsatisfied with the service the Contractor provides or if the Contractor exceeds this written authorization for the above not-to-exceed costs. II. INVOICE PROCEDURE The Contractor's bills shall be substantiated by appropriate documentation, and include an itemized listing of personnel, sub-Contractors, and other direct costs incurred.
Atty. rev. 2023; Risk rev. 2023 Page 21 of 23 EXHIBIT “D” INSURANCE Contractor shall procure and maintain, for the duration of the contract, 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 Contractor, his/her agents, representatives, or employees. If Contractor maintains broader coverage and/or higher limits than the minimums shown below, City requires and shall be entitled to the broader coverage and/or higher limits maintained by Contractor. 1) Minimum Scope of Insurancea) Coverage shall be at least as broad as:i) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), including products and completed operations, property damage, bodily injury and personal & advertising injury. ii) Insurance Services Office Business Auto Coverage Form Number CA 00 01 covering any auto (Code 1); or if Contractor has no owned autos, covering hired (Code 8) and non-owned autos (Code 9). iii) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. iv) Errors and Omissions liability insurance appropriate to the Contractor's profession. v) Contractor’s Pollution liability insurance applicable to the work being performed.vi) Cyber Liability insurance as applicable to the work being performed and appropriate to the Contractor’s profession. Such coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. 2) Minimum Limits of Insurance a) Contractor shall maintain limits no less than: i) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. ii) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. iii) Workers’ Compensation: Statutory limits.iv) Employer's Liability: $1,000,000 per accident for bodily injury or disease. v) Errors and Omissions Liability: $1,000,000 per occurrence or claim, $2,000,000 aggregate.vi) Contractors Pollution Liability: $2,000,000 per occurrence or claim, $2,000,000 aggregate.vii) Cyber Liability: $2,000,000 per occurrence or claim, $2,000,000 aggregate. 3) Self-insured Retentions Atty. rev. 2023; Risk rev. 2023 Page 22 of 23 Self-insured retentions must be declared to and approved by City. City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration and defense expenses within the retention. 4) Other Insurance Provisionsa) The commercial general liability and automobile liability policies are to contain, or be endorsed to contain,the following provisions: i)The City of Santa Maria, its officers, officials, employees, and volunteers are to be covered as additional insureds on the 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. General liability coverage can be provided in the form or an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 andCG 20 37 forms if later revisions are used).ii) For any claims related to this project, Contractor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects 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 Contractor's insurance and shall not contribute with it. iii) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be cancelled or reduced, except with notice stating the title of this Agreement to the City. All notices provided pursuant to this Agreement shall be given to the City representative listed for notice in this agreement and shall specify the title of this Agreement. Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested. iv) Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessaryto affect this waiver of subrogation, but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from the insurer. v) If any of the required policies provide claims-made coverage:(1) The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work. (2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.(3) If coverage is cancelled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Agreement effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work. 5) Acceptability of InsurersInsurance 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. 6) Verification of Coverage a) Contractor shall furnish City with original certificates and amendatory endorsements of the applicable policy language effecting coverage required by this clause. b) 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 Atty. rev. 2023; Risk rev. 2023 Page 23 of 23 beginning shall not waive Contractor’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications, at any time. 7) Special Risks or CircumstancesCity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
ENDORSEMENTNOTICE OF CANCELLATION TO DESIGNATED ENTITY(IES)CompanyNamed InsuredCompanyDamagesDefense ExpensesCompanyNamed InsuredNamed InsuredCompanyNamed InsuredNamed InsuredCompanyCompany POLICYNUMBER:CUP-1S956429 ISSUE DATE: 7/4/2023DESIGNATED ENTITY - NOTICE OFCANCELLATION PROVIDED BY USThis endorsement modifies insurance provided under the following:30ANY PERSON OR ORGANIZATION TO WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT THAT NOTICE OF CANCELLATION OF THIS POLICY WILL BE GIVEN, BUT ONLY IF 1. YOU SEND US A WRITTEN REQUEST TO PROVIDE SUCH NOTICE, INCLUDING THE NAME AND ADDRESS OF SUCH PERSON OR ORGANIZATION, AFTER THE FIRST NAMED INSURED RECEIVES NOTICE FROM US OF THE CANCELLATION OF THIS POLICY, AND 2. WE RECEIVE SUCH WRITTEN REQUEST AT LEAST 14 DAYS BEFORE. THE BEGINNING OF THE APPLICABLE NUMBER OF DAYS SHOWN IN THIS ENDORSEMENT.If we cancel this policy for any statutorily permitted reason other than nonpayment of premium, and a number of days is shown for cancellation in the schedule above, we will mail notice of cancellation to the person or organization shown in the will mail such notice to the address shown in the schedule above at least the number of days shown for cancellation in the schedule above before the effective date of cancellation.© 2011 The Travelers Indemnity Company. All rights reserved.