Vallejo City Council
March 22, 2022

a total of fifty-five (55) projects.

Thirty-five (35) of those projects are identified in the published Vallejo FY 2020-21 CIP Budget book. While at the time the Bond proposal anticipated an issuance of $27M, due to record-setting low interest rates at the time of the bond sale (January 2021), the annual projected debt service funded an issuance of $52M, an addition of $25M dollars earmarked for investment in the drinking water system infrastructure for the long term benefit of system reliability for customers. Specialized design and consultant work is a prerequisite to developing the scope and framework for the resulting construction projects. The Bond Issuance requires a minimum of 80% of bond funds be spent within three (3) years. Current staffing levels in Water Engineering are not sufficient to support this requirement while managing the existing workload.

In order to meet the current and anticipated needs for the Water Department’s Capital Improvement Projects which will be funded through the Bond Issuance, as well as emerging critical maintenance needs, City staff issued a Request for Qualifications (RFQ) asking that qualified consultants submit a Statement of Qualifications (SOQ) demonstrating their ability to perform the following services as related specifically to the Water industry in the following major categories:
 Program/Project Management
 Pipeline Design
 Pump Station and Tank Studies, Assessments, and Design  Water Treatment Plant Studies, Assessments, and Design  Earthen Dams and Associated Geotechnical and Structural Engineering  Hydrology Evaluations
 Water Distribution System Hydraulic Modeling
 Electrical Engineering
 Water Resources Management
 Environmental Permitting, CEQA and Restoration
 Construction Management
 Telecommunication Services
The RFQ for On-Call Water Engineering Consulting was released on July 12, 2021. Twentythree proposals were submitted by the due date of August 9, 2021. Staff reviewed the SOQs and ranked each firm by scoring them based on the following criteria as listed in the RFQ:
 Firm’s relevant experience and familiarity with issues applicable to the City’s needs. (50%)  Qualifications of the firm and assigned individuals. (25%)  Fee structure and cost-effectiveness of the consultants. (15%) Date: March 22, 2022
Subject: ADOPT RESOLUTION APPROVING AN ON-CALL CONSULTANT AND PROFESSIONAL

SERVICES AGREEMENT AND A DESIGN PROFESSIONAL SERVICES AGREEMENT WITH HDR ENGINEERING, INC. FOR WATER ENGINEERING SERVICES AND

DESIGN SERVICES AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME IN A TOTAL AMOUNT NOT-TO-EXCEED $2 MILLION FOR EACH CONTRACT AND LIMITED TO $500,000 PER YEAR FOR FOUR YEARS AS PART OF THE CITY’S PROGRAM FOR UPGRADING AND REPLACING OUTDATED CITY

WATER INFRASTRUCTURE

 Reference checks. (10%)
Due to the extensive responsibilities of the Water Department Engineering team and bond obligations, the firms represented by each of the contracts included with this staff report were selected to best meet those needs. These firms possess various requested areas of expertise as set forth in each contract, have recent experience handling on-call services for municipalities, are available to commence services immediately, and have resources and staffing to complete assignments on a timely basis.

Each of the firms have been notified that they are being recommended for agreements in an amount not to exceed $500,000 annually over the initial four-year term of the contract. The specific scope of services, schedule, and cost of work will be defined on a statement of work basis. The statement of work will be signed by the Water Director and the consulting firm prior to beginning work.

HDR Engineering Inc., proposed in the areas of Water Distribution System Hydraulic Modeling and Construction Management; Pipelines; Pump Stations and Tanks; Water Treatment Plants; Earthen Dams, Associated Geotechnical & Structural Engineering; and Electrical Engineering and will be awarded both a Design Professional Agreement and a Consultant and Professional Agreement. A Design Professional Agreement is an agreement for consultants to provide the design and specifications required for a capital project. A Consultant and Professional Agreement covers a similar range of consulting services, such as guidance, plan review, feasibility studies, and planning studies. However, it does not include design criteria.

Staff recommends authorizing the City Manager to execute agreements with HDR Engineering, Inc. This action will authorize the City Manager to execute agreements that will establish a pool of professional consultants under contract with the City through June 30, 2026, with an option to extend agreements for one year.

FISCAL IMPACT
This proposed action will not have any direct impact on the General Fund. Funds to pay each firm for asneeded consultant services in an amount not to exceed $500,000 annually over the initial four-year term contract will come from existing (and future) capital improvement project budgets within the Water Enterprise Fund based on allocated bond funding. The contracts also include a potential one-year extension in a not-toexceed amount of $500,000.

ENVIRONMENTAL REVIEW
This proposed action will not have any direct impact on the General Fund. Funds to pay each firm for asneeded consultant services in an amount not to exceed $500,000 annually over the initial four-year term contract will come from existing (and future) capital improvement project budgets within the Water Enterprise Fund based on allocated bond funding. The contracts also include a potential one-year extension in a not-toexceed amount of $500,000.

ATTACHMENTS
Date: March 22, 2022
Subject: ADOPT RESOLUTION APPROVING AN ON-CALL CONSULTANT AND PROFESSIONAL

SERVICES AGREEMENT AND A DESIGN PROFESSIONAL SERVICES AGREEMENT WITH HDR ENGINEERING, INC. FOR WATER ENGINEERING SERVICES AND

DESIGN SERVICES AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME IN A TOTAL AMOUNT NOT-TO-EXCEED $2 MILLION FOR EACH CONTRACT AND LIMITED TO $500,000 PER YEAR FOR FOUR YEARS AS PART OF THE CITY’S PROGRAM FOR UPGRADING AND REPLACING OUTDATED CITY

WATER INFRASTRUCTURE

1. Resolution Awarding On-Call Contracts_HDR

2. HDR_Design Professional Agreement Package (1)

3. HDR_Consultant & Professional Services Agreement_Complete (1)

CONTACT
Beth Schoenberger, Acting Water Director (707) 648-5439 [email protected]
Kent Carothers, P.E. Water Engineering Manager (707) 648-4309 [email protected]
Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO. 22- _____ N.C.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

APPROVING AND AWARDING A DESIGN PROFESSIONAL AGREEMENT AND ON-CALL

CONSULTANT AND PROFESSIONAL SERVICES CONTRACT TO HDR ENGINEERING, INC. FOR WATER ENGINEERING CONSULTING AND DESIGN SERVICES AND

AUTHORIZING THE CITY MANAGER TO EXECUTE SAME
WHEREAS, the Water Department recently updated its FY2021-2022 Capital Improvement Program (CIP) to incorporate a portion of $52 million in proceeds received in February 2021 from a Bond Issuance and is now embarking on an aggressive program to update its infrastructure; and
WHEREAS, the City of Vallejo Water Department Engineering division current staffing level is not sufficient to support the design and implementation of the current CIP, requiring outside consultants to provide technical expertise on a range of disciplines necessary to complete bondfunded CIP projects; and WHEREAS, the City of Vallejo Water Department Engineering Division requires a broad spectrum of consultant expertise, experience, and support to implement the purpose and required timeframe for implementation of the bond funded projects on top of their existing engineering duties in the Department; and
WHEREAS, on July 12th, 2021, the City of Vallejo Water Department published the Request for Qualification for On-Call Water Engineering Consulting Services requesting qualifications that could cover twelve water engineering specific disciplines in order to create a readily-available pre-screened group of qualified consultants to be deployed as-needed to a wide range of technical specialties necessary to successfully complete the bond-funded CIP projects in a timely and high quality manner; and
WHEREAS, twenty-three proposals were received from the following consulting firms: 4Leaf, Balance Hydrologics, BKF Engineers, Carollo Engineers, Consolidated CM, Dewbery, EKI, FreyerLaureta, GEI Consultants, GHD, HDR, HydroScience, Interwest, Lee and Ro, NCE, NexGen, Park Engineering, Sandis, Schaaf & Wheeler, Sequoia, West Yost, WRA and Zanjero/Tully & Young.

WHEREAS, the City of Vallejo Water Department created a selection panel consisting of licensed engineers and qualified project management professionals. Each proposal was given a score based on the demonstrated understanding of the services requested, the firm’s relevant experience and familiarity with issues applicable to the project, the qualifications of the firm and assigned individuals, the acceptability and scope of service capabilities, and the fee structure; and
WHEREAS, seventeen consultants were selected to provide a minimum of two consultants per discipline to cover all twelve disciplines with the intent to obtain expertise within the industry and competitive pricing within each discipline; and
WHEREAS, HDR Engineering, Inc. is included in this resolution to provide Water Distribution System Hydraulic Modeling and Construction Management; Pipelines; Pump Stations and Tanks; Water Treatment Plants; Earthen Dams, Associated Geotechnical & Structural Engineering; and Electrical Engineering; and
WHEREAS, two types of contracts can be awarded, a Design Professional Services contract and a Consultant and Professional Services Agreement; and WHEREAS, each contract awarded is not to exceed $500,000 annually for four years and includes the option to extend for up to one year; and
WHEREAS, a total of two contracts are included in this resolution; and WHEREAS, the City’s Water Department has sufficient money in its Water Enterprise Funds to pay for this work.

NOW, THEREFORE BE IT RESOLVED that the Council hereby approves contracts between the City of Vallejo and HDR Engineering, Inc. in an amount not to exceed $500,000 per year for four years with an option to extend for an additional year at $500,000, to be paid from the Water Department’s Water Enterprise Funds and authorizes the City Manager to execute same.

Adopted by the City Council of the City of Vallejo at a regular meeting held on March 22, 2022, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________________

ROBERT MCCONNELL, MAYOR
ATTEST:
______________________________________
DAWN G. ABRAHAMSON, CITY CLERK
Design Professional Services Agreement (Revised 01.2019) Page 1 of 11 Approved as to form:

By: for
Veronica Nebb, City Attorney

DESIGN PROFESSIONAL SERVICES AGREEMENT
This Design Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 22nd day of March, 2022, by and between the City of Vallejo, a municipal corporation ("City"), and HDR Engineering, Inc., a Nebraska Corporation, hereinafter referred to as Design Professional, who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Design Professional shall provide the City professional services as specified in Exhibit A, entitled “Scope of Work.”

2. Payment. City shall pay Design Professional for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B, entitled “Compensation.” The payments specified in Exhibit B shall be the only payments to be made to Design Professional for services rendered pursuant to this Agreement.

3. Facilities and Equipment. Design Professional shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.

4. Indemnification. To the fullest extent permitted by law, Design Professional shall hold harmless, defend (with independent counsel approved by City) and indemnify City and its officers, employees and volunteers from and against all claims, damages, losses, penalties, fines and judgments and expenses and defense costs, including but not limited to attorney fees, court costs, associated investigation and administrative expenses, regardless of the nature or type arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Design Professional, or the negligence, recklessness, or willful misconduct of an employee, agent or subcontractor of the Design Professional, except where caused by the active negligence, sole negligence, or willful misconduct of City. In no event shall the cost to defend charged to the design professional exceed the design professional’s proportionate percentage of fault.

However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the design professional shall meet and confer with other parties regarding unpaid defense costs. The provisions of this section pertaining to the duty and cost to defend shall not apply to either of the following:
1) Any contract for design professional services, or amendments thereto, where a project-specific general liability policy insures all project participants for general Design Professional Services Agreement (Revised 01.2019) Page 2 of 11 liability exposures on a primary basis and also covers all design professionals for their legal liability arising out of their professional services on a primary basis, 2) A design professional who is a party to a written design-build joint venture agreement.

The provisions of this Section are not limited by the insurance provisions of this Agreement.

The provisions of this section shall survive the completion of the services, expiration or termination of this Agreement.

5. Insurance Requirements. Design Professional agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled “Insurance Requirements for Design Professional.” Failure to maintain required insurance at all times shall constitute a default and material breach.

6. Accident Reports. Design Professional shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and shall include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses and telephone numbers of any known witnesses, (c) the date, time and description of the accident or other occurrence.

7. Conflict of Interest. Design Professional warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Design Professional’s family, business, real property or financial interests and the services to be provided under this Agreement. Design Professional shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Design Professional’s family, business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Design Professional shall disclose such conflict in writing to City.

Every individual who performs services on behalf of Design Professional pursuant to this Agreement must file a full Statement of Economic Interests (also known as Form 700) with the City Clerk if the work of the individual involves making a governmental decision whether to issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; authorizes the City to enter into, modify, or renew a contract; grants City approval of specifications for a contract; adopts or approves for the City any policy, standard or guideline; lobbies on behalf of the City, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code.

Design Professional Services Agreement (Revised 01.2019) Page 3 of 11

8. Independent Contractor. Design Professional is an independent contractor. Neither Design Professional nor any of Design Professional’s officers, employees, agents or subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Design Professional only insofar as the results of Design Professional’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Design Professional accomplishes services pursuant to this Agreement.

9. Licences, Permits, Etc. Design Professional represents and warrants to City that all design professional services shall be provided by a person or persons duly licensed by the State of California to provide the type of services to be performed under this Agreement and that Design Professional has all the permits, qualifications and approvals of whatsoever nature which are legally required for Design Professional to practice its profession. Design Professional represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Design Professional to practice its profession.

10. Business License. Design Professional and its subcontractors, has obtained or agrees to apply prior to performing any services under this Agreement to City’s Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement.

The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Design Professional until such business license(s) has been obtained.

11. Standard of Performance. Design Professional shall provide products and perform all services required pursuant to this Agreement in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by members of Design Professional’s profession currently practicing in California.

Design Professional is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation site conditions, as well as all areas appurtenant to the site, existing facilities, seismic, geologic, soils, hydrologic, geographic, climatic conditions, applicable federal, state, and local laws and regulations, and all other contingencies or design considerations. Notwithstanding the foregoing, Design Professional shall be entitled to reasonably rely upon the accuracy and completeness of all data,, calculations, opinions, reports, investigations, and other similar information provided by City , provided that Design Professional shall provide City prompt written notice of any known defects in such information and materials.

Design Professional Services Agreement (Revised 01.2019) Page 4 of 11 Design Professional’s responsibilities under this section shall not be delegated.

Design Professional shall be responsible to City for acts, errors, or omissions of Design Professional’s subcontractors.

Design Professional shall prepare plans, specifications, reports, and/or other work products in in accordance with the standard of performance set forth above..

Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Design Professional is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Design Professional of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Design Professional.

12. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by any cause, or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, work slowdown or stoppage, epidemics, pandemics, or quarantine restrictions, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

In the event that the Design Professional is unable to meet the completion date or schedule of services, Design Professional shall immediately inform the City Representative of this in writing. If additional time is required to perform the work, the City Representative may adjust the schedule.

13. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

14. Personnel. Design Professional agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement.

The payment made to Design Professional pursuant to this Agreement shall be the full and complete compensation to which Design Professional and Design Professional’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Design Professional nor Design Professional’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Design Professional Services Agreement (Revised 01.2019) Page 5 of 11 Design Professional. The City shall not be required to pay any workers' compensation insurance on behalf of Design Professional.

Design Professional shall pay, when and as due, any and all taxes incurred as a result of Design Professional’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

Design Professional shall comply with all provisions of California laws dealing with prevailing wages, apprentices, and hours of work. Design Professional shall also comply with provisions of Labor Code section 1720 as applicable. A copy of the prevailing wage rates is available for review upon request by Design Professional to the City Representative. This provision applies only to the following portions of the scope of work:

15. Design Professional Not Agent. Except as authorized under this Agreement or as City may authorize in a letter of authorization signed by the City Manager or his or her designee, Design Professional shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent.

Design Professional shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

16. Term. The term of this Agreement shall commence on March 8, 2022, and shall continue in full force and effect until June 30, 2026.

City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of one year, by written notice to Consultant. The total duration of this Agreement, including the exercise of any options under this section, shall not exceed June 30, 2027.

If the term of this Agreement extends into fiscal years subsequent to that in which it is approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo.

If funds to effect such continued payment are not appropriated, Design Professional agrees to terminate any services supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

17. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Design Professional. However, the City will not terminate this Agreement for cause without providing Design Professional written notice of the breach and a period of ten (10) days to cure. Upon receipt of a notice of termination, Design Professional shall perform no further work except as specified in the notice. Before the date of termination, Design Professional shall deliver to City all City records and documents, all work products, whether completed or not, as of the date of termination and not otherwise previously delivered.

Design Professional Services Agreement (Revised 01.2019) Page 6 of 11 The City shall pay Design Professional for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Design Professional for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Design Professional for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.

18. Products of Consulting Services. The work product, including without limitation, all writings, work sheets, reports, recordings, drawings, files, detailed calculations and other work products, whether complete or incomplete, of Design Professional resulting from services rendered pursuant to this Agreement, shall become the property of City. Design Professional agrees that all copyrights which arise from creation of the work under this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Design Professional makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

Documents submitted to the City in electronic format shall be formatted according to specifications provided by the City, or if not otherwise specified, in Microsoft Word, Excel, PowerPoint or other Microsoft Office Suite (2002) format as appropriate for the particular work product or, if directed by the City Representative in Adobe Acrobat PDF format.

19. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Design Professional in the performance of Design Professional’s services hereunder.

20. Assignment and Subcontracting. Design Professional shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance. Any attempted or purported assignment of any right, duty or obligation under this Agreement without City’s consent shall be void and of no effect.

If subcontracting of work is permitted, Design Professional shall pay its subcontractor within ten (10) days of receipt of payment by City for work performed by a subcontractor and billed by the Design Professional. Use of the term subcontractor in any other provision of this contract shall not be construed to imply Design Professional Services Agreement (Revised 01.2019) Page 7 of 11 authorization for Design Professional to use subcontractors for performance of any service under this Agreement.

The City is an intended beneficiary of any work performed by Design Professional’s subcontractor for purposes of establishing a duty of care between the subcontractor and City.

21. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.

22. Non-Discrimination/Fair Employment Practices.
(a) Design Professional shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from employment, or to discriminate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal treatment with respect to compensation, terms, conditions or other privileges of employment, without regard to his race, religious creed, color, sex, national origin or ancestry.

Design Professional warrants and represents it is an equal opportunity employer and agrees it shall not discriminate on the basis of race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual orientation in the selection and retention of employees, subcontractors or procurement of materials or equipment.

In all solicitations either by competitive bidding or negotiations made by Design Professional for work to be performed under any subcontract, including procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Design Professional of Design Professional’s obligation under this Agreement relative to nondiscrimination and fair employment practices.

Design Professional shall include the above provisions of this section in every subcontract, including procurement of materials or equipment. (b) Design Professional agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

23. Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United Design Professional Services Agreement (Revised 01.2019) Page 8 of 11 States Post Office, registered or certified mail, postage prepaid, addressed to:

If to City: Beth Schoenberger, Acting Water Director
City of Vallejo Water Department
202 Fleming Hill Road
Vallejo, CA 94589
If to Design Professional: Holly Kennedy, Senior Vice President HDR Engineering, Inc.
100 Pringle Avenue, Suite 400
Walnut Creek, CA 94596
Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

Routine administrative communications shall be made pursuant to section 1 of Exhibit A.

24. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.

25. Severability Clause. Should any provision of this Agreement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

26. Law Governing. This Agreement shall in all respects be governed by the law of the State of California, without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

27. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.
aa. Ambiguity. The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof.

Design Professional Services Agreement (Revised 01.2019) Page 9 of 11

29. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.

30. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

31. Compliance with Laws. Design Professional will comply with all statutes, regulations and ordinances in the performance of all services under this Agreement.

32. Confidentiality of City Information. During the performance of services under this Agreement, Design Professional may gain access to and use City information regarding, but not limited to, procedures, policies, training, operational practices, and other vital information (hereafter collectively referred to as "City Information") which are valuable, special and unique assets of the City. Design Professional agrees that it will not use any information obtained as a consequence of the performance of services under this Agreement for any purpose other than fulfillment of Design Professional’s scope of work , to protect all City Information and treat it as strictly confidential and proprietary to City, and that it will not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party, other than its own employees, agents or subcontractors who have a need for the City Information for the performance of services under this Agreement, without the prior written consent of City, or as required by law.

Design Professional shall treat all records and work product prepared or maintained by Design Professional in the performance of this Agreement as confidential.

A violation by Design Professional of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.

Design Professional’s obligations under this section shall survive the completion of services, expiration or termination of this Agreement.

33. News and Information Release. Design Professional agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.

34. City Representative. The City Representative specified in Exhibit A, or the representative's designee, shall administer this Agreement for the City.

Design Professional Services Agreement (Revised 01.2019) Page 10 of 11

35. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

36. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or emailed by PDF or otherwise.

Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement. The failure to send an original shall not affect the binding nature of this Agreement.

37. Authority. The person signing this Agreement for Design Professional hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Design Professional.

38. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments [SIGNATURES ON FOLLOWING PAGE]
Design Professional Services Agreement (Revised 01.2019) Page 11 of 11 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

HDR Engineering, Inc.

By:

Holly Kennedy
Senior Vice President
DATE:
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By:

MIKE MALONE
Interim City Manager
DATE:

ATTEST:

By:

Dawn Abrahamson
City Clerk
APPROVED AS TO CONTENT:

Beth Schoenberger
Acting Water Director
APPROVED AS TO FORM:

For
Veronica A. J. Nebb
City Attorney
APPROVED AS TO INSURANCE:

Armond Sarkis
Risk Manager
Design Professional Services Agreement (Revised 01.2019) Page 1 of 2 Exhibit A

EXHIBIT A

SCOPE OF WORK

1. Representatives.

The City Representative for this Agreement is:

Matt Brown, P.E., Senior Engineer
Water Department, City of Vallejo
202 Fleming Hill Road
Vallejo, CA 94589
[email protected]
The Design Professional’s Representative for this Agreement is:

Holly Kennedy, Senior Vice President
HDR Engineering, Inc.
100 Pringle Avenue, Suite 400
Walnut Creek, CA 94596
[email protected]
All routine administrative communications between the parties will be between the above-named representatives and may be by personal delivery, mail, or electronic mail as agreed between the Design Professional Representative and City’s Representative.

1. Services to be Provided. The Design Professional will provide as-needed services for City of Vallejo Water Department projects as assigned by Water Department staff, in written Statements of Work, executed by Design Professional before commencement of work on the project. At the discretion of Water Department staff, and considering the capabilities of Design Professional, assignments shall be given to Design Professional in Pipelines; Pump Stations and Tanks; Water Treatment Plants; Earthen Dams, Associated Geotechnical & Structural Engineering; and Electrical Engineering, as more fully set forth in Attachment 1 to Exhibit A, which is incorporated herein by this reference. City shall have no obligation to pay Design Professional for any work performed by Design Professional that is not set forth in this Agreement or in a Statement of Work.

3. Time for Performance. Design Professional will perform services according to the schedule negotiated for each Statement of Work. If the schedule calls for the services to be performed in phases or discrete increments, Design Professional shall not proceed from one phase or increment to the next without written authorization from the City’s Representative. Design Professional will Design Professional Services Agreement (Revised 01.2019) Page 2 of 2 Exhibit A
complete all services for any Statement of Work by the agreed upon date set forth in the Statement of Work.

4. Key Personnel. All of the individuals identified below are necessary for the successful prosecution of the services due to their unique expertise and depth and breadth of experience. There shall be no change in the personnel listed below, without written approval of the City Representative. Design Professional recognizes that the composition of this team was instrumental in the City’s decision to award the work to Design Professional and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Design Professional’s obligations under this Agreement and shall be grounds for termination.

Key personnel will be as identified in Statements of Work.

In mid-2021, the City expects to begin executing a prioritized list of projects identified in its Capital Improvement Program (CIP) that will require immediate resources using several On-call Consultants. These projects will be varied and will require consulting firms with diverse and specialized skill sets. Other services, such as conceptual-level studies, may be needed to support executable design of the CIP. The anticipated service categories are listed below.

1. PROGRAM/PROJECT MANAGEMENT
Consultant will serve as an extension of staff and may provide overall program and project management for projects. Familiarity with Caltrans Projects and their Right of Way (ROW) Manual may be beneficial. The Consultant will schedule and conduct remote project meetings with staff and may be required to work at least two (2) days a week in the Water Department Engineering office located at 202 Fleming Hill Road, Vallejo, California, under COVID-19 provisions for Solano County.

Potential projects include:
• Overseeing another consultant preparing the design of a large diameter pipeline in an area outside the City requiring coordination with Napa County. • Review of developer plans as part of the developer review process. • Assistance with developing project schedules and budgeting for CIP projects.
• Assist with the planning and implementation of a Water Exchange Policy and/or water supply agreements with neighboring municipalities. • Managing implementation of replacement of water meters across the service area.
• Management and tracking expenditures for numerous on-call consulting and contractor contracts.

2. PIPELINES
Consultant will have demonstrated capability and experience in design of new pipelines, which may include alignment studies, profile and plan drawings, hydraulic gradient drawings, selection and sizing of pipe, linings, coatings, fittings, valves, blow off vaults, air release vaults, corrosion protection methods, startup and shut down procedures, and trenchless installation methods including sliplining. Familiarity with Caltrans Projects and their Right of Way (ROW) Manual may be beneficial.

Potential projects include:
• Design of a large diameter raw water pipeline in an area outside the City requiring coordination with Napa County.

V;\OWater\On-Call Consulting.Docx 7
ATTACHMENT 1 TO EXHIBIT A
• Design of the City's annual distribution main replacement projects. • Development of a water main prioritization list based on leak data, pipe characteristics and the City's pavement program.
• Design of the slip-lining of a 24-inch pipe with a 10-inch pipe within a Caltrans right-of-way.
• Management of potholing to locate utilities for a pipeline design project.

3. PUMP STATIONS AND TANKS
Consultant will have demonstrated capability and experience in performing feasibility studies, condition assessments, and design for upgrading existing and designing new pump stations and tanks. Tasks may include pump/motor sizing and selection, pipe sizing, hydraulic surge analysis, selection and sizing of valves, instrumentation and controls, pipe supports, site studies, electrical power requirements, etc.

Potential projects include:
• Design of a new pump station to replace a below-grade pump station in a busy street.
• Condition assessment of a hydropneumatic pump station and tank, and preparation of a report with recommended upgrades.
• Design of a series of 5-6 MG tanks to replace a 37 MG concrete lined reservoir.
• Preparation of specifications and obtaining quotes to replace pumps in kind at a pump station.
• The design and implementation of SCADA upgrades and integration with existing SCADA network.

4. WATER TREATMENT PLANTS
Consultant will have demonstrated capability and experience in water treatment plant processes and facilities. Consultant may perform feasibility studies, preliminary design, detailed design, and startup services for new or upgraded water treatment facilities; perform comparative analysis of treatment methods, including operational impacts, initial cost, life cycle cost, effectiveness of meeting treatment goals; plant siting studies; plant hydraulics; Supervisory Control and Data Acquisition (SCADA) requirements; and other requirements. Consultant may assist the Water Department in interactions and negotiations with the Department of Drinking Water (DDW) regarding design review and permit revisions for new or upgraded treatment facilities.

Consultant may be required to optimize existing water treatment plant processes, review standard operating procedures, and recommend changes, evaluate process/equipment requirements ahead of water source/quality changes, be V:\OWater\On-Call Consulting.Docx
familiar with existing and proposed water quality regulations and understand the impacts to the treatment plant processes.

Potential upcoming projects include:
• Design of a new 5 MGD water treatment plant featuring ozone, plate settling actiflow or Ml EX technologies.
• Design of replacement of flocculation and sedimentation equipment. • Condition assessment and design of the rehabilitation of chemical feed systems.
• The design and implementation of SCADA upgrades and integration with existing SCADA network.

5. EARTHEN DAMS AND ASSOCIATED GEOTECHNICAL AND STRUCTURAL

ENGINEERING
Consultant will have demonstrated capability and experience studying and designing improvements for earthen dams and their associated infrastructure such as spillways, fish releases and outlets. Consultant may be required to inspect dams and all appurtenant structures, including spillways and outlet towers, and be capable of evaluating deficiencies and the degree of hazard associates with the deficiencies, and to provide demonstrated experience in designing repairs to address such deficiencies. Consultant will demonstrate experience in the permitting and construction of dams, as well as the demolition of dams and/or related structures, and the development, design, and operation of pumped storage systems. Consultant will have experience with the regulatory agencies that govern dams, particularly the DSOD.

Consultant may perform geotechnical studies, as needed, to support other elements of the CIP (e.g., seismic evaluation or pipeline alignments).

Consultant may perform site investigations to gather data, take samples and measurements, and generally collect the information necessary to perform a structural analysis and evaluation of concrete foundations, tank and reservoir walls, pipe penetrations, all types of pipe, equipment supports, including the analysis of induced vibrations; perform the seismic analysis of such structures, including dams and related structures/appurtenances. Consultant will be capable of performing structural design for upgraded dam facilities.

Potential upcoming projects include:
• Alternatives analysis and cost estimates for raising an earthen dam. • Design of a new concrete lined spillway.
• Assessment and seismic upgrade design for an earthen dam. • Development of a program for landslide monitoring.
• Geotechnical study for a new water tank.

V;\OWater\On-Call Consulting.Docx

6. HYDROLOGY EVALUATIONS
Consultant will have demonstrated past successful experience in performing hydrologic evaluations, primarily to support the DOSD permitting and compliance.

Potential projects include:
• Preparation of inundation studies.
• Spillway modeling and sizing.
• Bathymetric studies to assess the available storage in a reservoir (lake) under different climactic conditions.

7. WATER DISTRIBUTION SYSTEM HYDRAULIC MODELING
Consultant will have successful experience in development and use of hydraulic models of water distribution systems. The City anticipates updating and converting our Geographic Information System (GIS) into a new hydraulic model. The new model will need to be calibrated and used to develop a new Water Master Plan as well as run various theoretical scenarios as part of the planning process for various projects.

Consultant will be capable of analyzing hydraulic systems such as transmission pipelines (i.e., raw water pipelines); treated water distribution systems such as pressure zones with pressure regulating valves, pump stations, tanks, and hydropneumatic zones; pump suction and discharge piping, treatment plant filter gallery piping, treatment plant hydraulics, and may prepare reports as needed to summarize and make recommendations. Consultant will have experience preparing master plans and capital improvement plans (annual budgeting) based on the hydraulic model output for water systems of a similar size.

Potential projects include:
• Fixing connectivity issues of the pipeline network in GIS and assessing SCADA data for importing into a hydraulic model.

Creation of a new hydraulic model for the City system.

Extended period Simulation (EPS) and static calibration of a hydraulic model
Performing fire flow testing.

Using the hydraulic model to prepare a Water Master Plan with recommended pipeline, pressure zone, and storage improvements.

Assessment of the sizing of new facilities (pipes, tanks, pump stations) to connect a new development to the system.

Assessment of downsizing a 37 MG reservoir to a series of 5-6 MG reservoirs.

V;\OWater\On-Call Consulting.Docx 10

8. ELECTRICAL ENGINEERING
Consultant will be experienced in the design of both high and low voltage electrical power systems for water pump stations, water treatment plants; design of stationary and portable electric generator connections, integration of new equipment with existing facilities, work with PG&E on the City's behalf to prepare applications for new service, review code requirements as applicable, perform arc flash studies, develop single-line diagrams and other drawings as needed. Perform on-site startup activities, including oversight of functional and performance testing.

Potential projects include:

Arc flash studies at all the City's pump stations.

Assessment and replacement of constant speed drives with variable speed drives.

Condition assessments of electrical equipment at a water treatment plant.

Design of a permanent backup generator for a 10 MOD pump station.

Condition assessment, bidding and construction oversight of safety upgrades to a high voltage substation.

The design and implementation of remote operation and monitoring equipment and control protocols for existing valves.

Renovation of existing and design and install of new solar powered equipment.

Provide resiliency studies of existing facilities and to provide recommendations and design projects to enable continued operations during PSPS events.

9. WATER RESOURCES MANAGMENT
Consultant will have past successful experience in performing water resources management including evaluations to demonstrate available water supplies are sufficient to support proposed new developments or respond to drought conditions.

Consultant will be familiar with the North Bay Aqueduct and other state and federal water supplies and water rights, climate change impact projections, water demand projections, urban water management planning (UWMP), water exchange policy development, and water conservation.

Potential projects include:
• Preparation of a water supply assessment for a new residential development.
• Development of a water supply model to understand projected water supplies from the City's numerous water supply sources. • Develop and implement a sustainable water exchange policy during drought conditions.
• Prepare public outreach for drought policy measures.

V:\OWater\On-Call Consulting.Docx 11
• Coordinate with Regional, State and Federal Regulatory Agencies. • Update to an UWMP.

10. ENVIRONMENTAL PERMITTING, CEQA AND RESTORATION
Consultant will provide demonstrated experience in all aspects of environmental requirements, including National Pollutant Discharge Elimination System (NPDES) requirements. Storm Water Pollution Prevention (SWPP) requirements, environmental permits and the Califomia Environmental Quality Act (CEQA).

Consultant may be required to determine how environmental and CEQA permitting affect projects at each stage and provide guidance and recommendations for balancing design options with any and all regulatory agencies that may have purview over them. Consultant may perform biology, habitat/vegetation and wildlife studies. Consultant may be asked to design creek, habitat or landscape restoration.

Potential projects include:
• CEQA compliance, permitting and restoration for a dam upgrade project. • CEQA compliance, permitting and landscape design for the abandonment of a 16 MG reservoir in a residential neighborhood.
• CEQA compliance and permitting for a new pipeline crossing a creek.

11. CONSTRUCTION MANAGEMENT
Consultant will be competent in the provision of construction management services including conducting meetings, coordinating with design professionals and City staff, managing documentation, managing schedules, performing daily field inspections, and managing conflict resolution. Consultant will be expected to review contractor prevailing wage statements for compliance with Department of Industrial Relations (DIR) requirements. Materials testing is to be performed by others.

Potential projects include:
• Construction management for a new water tank or pump station. • Review of prevailing wage statements for the City's annual main replacement program.
• Construction management for construction of a new dam spillway. • Construction management of raw water transmission line replacements. • Construction management of treatment plant upgrades for flocculation, filter media, ozone generation, chemical storage facilities, and solar power upgrades.

V:\OWater\On-Call Consulting.Docx 12

12. TELECOMMUNICATION SERVICES
Consultant will perform analysis of antenna, microwave and communication systems and provide analysis of radiation patterns, antenna gain and efficiency for communication systems and integration of AMI metering devices for data collection and billing applications. Consultant will also provide analysis for communication tower design including monopole solutions for communication of data between facilities.

V:\OWater\On-Call Consulting.Docx 13
Design Professional Services Agreement (Revised 01.2019) Page 1 of 3 Exhibit B

EXHIBIT B

COMPENSATION

1. Design Professional’s Compensation.

A. Services: City agrees to pay Design Professional, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed Two Million Dollars and 00 Cents as set forth below:

FISCAL YEAR NOT TO EXCEED AMOUNT
FY22 $500,000
FY23 $500,000
FY24 $500,000
FY25 $500,000
Design Professional shall notify City in writing no later than thirty (30) days prior to the estimated date when Design Professional will have billed City the maximum payment amount permitted under this Agreement, and Design Professional shall provide City with an estimate of the additional compensation required to complete the project.

City agrees to pay Design Professional for those services set forth in Exhibit A of this Agreement (identified by Statements of Work) and for all authorized reimbursable expenses upon satisfactory completion of the services and delivery of the work product.

B. Additional Services:

1. Additional Services are those services related to the scope of Services of Design Professional as set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other Design Professionals to perform said Additional Services.

2. Design Professional’s compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees' appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises.

Where a fixed fee for Additional Services is established by mutual Agreement Design Professional Services Agreement (Revised 01.2019) Page 2 of 3 Exhibit B
between City and Design Professional, compensation to Design Professional shall not exceed the fixed fee amount.

2. Appropriate Billable Hourly Rates for Services and Additional Services. Design Professional’s billable hourly rates shall be as listed in Attachment 1 of Exhibit B, attached hereto and incorporated herein by this reference.

3. Design Professional’s Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Design Professional for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in writing in advance by City.

4. Payments to Design Professional.

A. Payments to Design Professional shall be made within sixty (60) days after receipt of Design Professional’s invoice, said payments to be made in proportion to services performed. Design Professional may request payment on a monthly basis. Design Professional shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

B. All invoices submitted by Design Professional shall be (1) billed on a monthto-month basis (i.e., the first of the month through the end of the month), (2) submitted by email to [email protected], and (3) must contain the following information:

1. Description of services billed under the invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

4. City’s Purchase Order Number

5. Statement of Work Number

6. Social Security Number or Taxpayer Identification Number

7. Amount of the Invoice (Itemize all Reimbursable Expenses)

8. Total Billed to Date
C. Items shall be separated into Services and Reimbursable Expenses. Billings that do not conform to the format outlined above shall be returned to Design Professional for correction. City shall not be responsible for delays in payment to Design Professional resulting from Design Professional’s failure to comply with the invoice format described above.

Design Professional Services Agreement (Revised 01.2019) Page 3 of 3 Exhibit B
D. Request for payment shall be sent to:

Matt Brown, P.E., Senior Engineer
Engineering Division
City of Vallejo Water Department
c/o [email protected]

5. Accounting Records of Design Professional. Design Professional shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Design Professional’s direct salary costs for all Services and Additional Services performed under this Agreement and records of Design Professional’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Design Professional shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty four (24) hours notice.

The obligations of Design Professional under this section shall survive this Agreement.

6. Taxes. Design Professional shall pay, when and as due, any and all taxes incurred as a result of Design Professional’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

7. Taxpayer Identification Number. Design Professional shall provide City with Design Professional’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

3. Fee Schedule
Rate Schedule
HDR Engineering, Inc. January to December 2021
Engineer 1 $100 - 150 Vehicle Mileage Current Federal
Regulation (FTR)
Engineer 2 $150 - 200 Black/White Copies (per copy) $0.05 to $0.09 Engineer 3 $200 - 250 Color Copy (per copy) $0.15 to $0.30 Engineer 4 $250 - 300 Bond Plotting - B&W
(per sq.ft)
$0.15
Engineer 5 $300 - 400 Bond Plotting - Color
(per sq.ft)
$0.90
Technical Specialist 1 $150 - 200 Ground Transportation at cost Technical Specialist 2 $200 - 250 Airfare (coach) at cost Technical Specialist 3 $250 - 300 Hotel for overnight travel at cost Technical Specialist 4 $300 - 350
Technical Specialist 5 $350 - 400
Project Controller $100 - 170
Project Coordinator $85 - 135
BIM/CAD/GIS Technician 1 $100 - 135
BIM/CAD/GIS Technician 2 $135 - 170
BIM/CAD/GIS Technician 3 $170 - $230
Hourly billing rates are for January to December 2021. Billing rates will increase January 1, 2022.

HDR will invoice the City by HDR’s standard employee hourly billing rate for services provided. The billing rates cover payroll cost, employee benefits, and HDR overhead and profit. The ranges of hourly billing rates shown above are intended to illustrate typical rates for each billing category. These rates are effective until December 31, 2021.

Please Note: Expenses and subconsultants are charged with a five percent markup.

3. Fee Schedule 9
City of Vallejo | On-Call Water Engineering Consulting
Design Professional Services Agreement (Revised 01.2019) Page 1 of 3 Exhibit C

EXHIBIT C

INSURANCE REQUIREMENTS
Design Professional shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Design Professional, their agents, representatives, or employees or subcontractors. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named Insured; whichever is greater.

No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the Design Professional under this agreement.

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:

A. Insurance Services Office form number GL 0002 covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

B. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 any auto and endorsement CA 0025.

C. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

D. Professional Liability insurance appropriate to the Design Professional’s profession (Errors and Omission).

2. Minimum Limits of Insurance. Design Professional shall maintain limits no less than:

A. General Liability: $5,000,000 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 or the general aggregate limit shall be twice the required occurrence limit.

Design Professional Services Agreement (Revised 01.2019) Page 2 of 3 Exhibit C
B. Automobile Liability: $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 limit of no less than $1,000,000 per accident for bodily injury or disease. If Design Professional is not subject to California Workers’ Compensation requirements, Design Professional shall file a completed Request for Waiver of Workers’ Compensation Insurance Form which may be obtained from the City prior to commencing any activity authorized hereunder.

D. Professional Liability (Errors and Omission): Insurance appropriates to the Design Professional’s profession with no less than $3,000,000 per occurrence or claim, $5,000,000 aggregate.

3. Deductible and Self-Insured Retention (SIR). Any deductibles or selfinsured retention must be declared to and approved by the City. All SIRs must be disclosed to the City’s Risk Manager for approval and shall not reduce the limits of liability. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named Insured or the City.

4. Other Insurance Provisions.

A. Additional Insured Endorsements: The City of Vallejo, its officers, officials, employees, agents and volunteers are to be covered as Additional Insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Design Professional; products and completed operations of the Design Professional; premises owned, occupied or used by the Design Professional; or automobiles owned, leased hired or borrowed by the Design Professional. Additional Insured endorsements with respect to General Liability, Auto and Umbrella/Excess Insurance shall be attached to the Certificate of Insurance presented to the City. For the avoidance of doubt, additional insured status is not required for professional liability and workers' compensation insurance.

B. 30 Days’ Notice of Cancellation Endorsements: Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or materially changed except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

C. Waiver of Subrogation Rights Endorsement: The workers’ compensation policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Design Professional’s performance Design Professional Services Agreement (Revised 01.2019) Page 3 of 3 Exhibit C
under this Agreement. The waiver of subrogation rights endorsement in favor of the City of Vallejo shall be attached to the Certificate of Insurance.

D. The limits of Insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess Insurance. Any umbrella or excess Insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Vallejo before the City’s own Insurance or self-insurance shall be called upon to protect it as a named insured.

E. The insurance coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, officials, employees, agents or volunteers. For any claims related to this project, the Design Professional's insurance coverage shall be primary insurance as respects the City of Vallejo, its officers, officials, employees, agents, and volunteers. Any insurance or selfinsurance maintained by the City of Vallejo, its officers, officials, employees, agents, or volunteers shall be excess of the Design Professional's insurance and shall not contribute with it.

F. The Design Professional's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

G. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers.

H. The 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.

5. Acceptability of Insurers. The insurance is to be issued by companies licensed to do business in the State of California. The insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

6. Verification of Coverage. Design Professional shall furnish the City with certificates of insurance and original endorsements. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. The City reserves the right to obtain redacted copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

7. Subcontractors. Design Professional shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements Design Professional Services Agreement (Revised 01.2019) Page 4 of 3 Exhibit C
for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

8. Payment Withhold. City will withhold payments to Design Professional if the certificates of insurance and endorsements required in Paragraph F, above, are canceled or Design Professional otherwise ceases to be insured as required herein.

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A : NAIC #
NAME: CONTACT
(A/C, No): FAX
E-MAIL ADDRESS:

PRODUCER
(A/C, No, Ext): PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A

SUBR WVDADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person) COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED

ANY AUTO

AUTOMOBILE LIABILITY

Y / N WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENT EROTH- STATUTE PER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY) POLICY EFFLTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $
$
OCCUR
CLAIMS-MADE DED RETENTION $
PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $
EACH OCCURRENCE $ DAMAGE TO RENTED
PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2016 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
Willis Towers Watson Midwest, Inc.
c/o 26 Century Blvd
P.O. Box 305191
Nashville, TN 372305191 USA
HDR Engineering, Inc.
1917 South 67th Street
Omaha, NE 68106
Certificate Holder is named as Additional Insured on General Liability, Automobile Liability and Umbrella/Excess Liability on a Primary, Non-contributory basis where required by written contract. Waiver of Subrogation applies on General Liability, Automobile Liability, Umbrella/Excess Liability and Workers Compensation where required by written contract and as permitted by law. Umbrella/Excess policy is follow form over General Liability, Auto Liability and Employers Liability.

City of Vallejo
Attn: Matt Brown
202 Fleming Hill Road
Vallejo, CA 94589 02/01/2022 1-877-945-7378 1-888-467-2378 [email protected] Liberty Mutual Fire Insurance Company 23035 Ohio Casualty Insurance Company Liberty Insurance Corporation 24074 42404 W23872853 A 2,000,000 1,000,000 Contractual Liability 10,000 2,000,000 4,000,000 4,000,000 Y Y TB2-641-444950-031 06/01/2021 06/01/2022 A 2,000,000 Y Y AS2-641-444950-041 06/01/2021 06/01/2022 B 5,000,000 0
Y Y EUO(22)57919363 06/01/2021 06/01/2022 5,000,000 WA7-64D-444950-011 C Y
1,000,000 No 06/01/2021 06/01/2022 1,000,000 1,000,000 SR ID: 22168852 BATCH: 2396989 Willis Towers Watson Certificate Center Page 1 of 2 ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE:

ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE Page of
AGENCY CUSTOMER ID:

LOC #:

AGENCY

CARRIER NAIC CODE

POLICY NUMBER

NAMED INSURED
EFFECTIVE DATE:

HDR Engineering, Inc.
1917 South 67th Street
Omaha, NE 68106
RE: City of Vallejo: Design Professional Services Agreement.

Additional Insureds: The City of Vallejo, its officers, officials, employees, agents and volunteers.

Waiver of Subrogation: The City of Vallejo, City, its officers, officials, employees, agents and volunteers. 2 2
Willis Towers Watson Midwest, Inc. See Page 1 See Page 1 See Page 1 See Page 1 25 Certificate of Liability Insurance SR ID: 22168852 BATCH: 2396989 CERT: W23872853 CG 25 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 2 Policy Number: TB2-641-444950-031
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED LOCATION(S)

GENERAL AGGREGATE LIMIT
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Designated Location(s):

All locations owned by or rented to the Named Insured
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. For all sums which the insured becomes legally
obligated to pay as damages caused by "occurrences" under Section I – Coverage A, and for all medical expenses caused by accidents under
Section I – Coverage C, which can be attributed
only to operations at a single designated "location" shown in the Schedule above:

1. A separate Designated Location General
Aggregate Limit applies to each designated
"location", and that limit is equal to the
amount of the General Aggregate Limit
shown in the Declarations.

2. The Designated Location General Aggregate
Limit is the most we will pay for the sum of all
damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products-completed
operations hazard", and for medical expenses
under Coverage C regardless of the number
of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or
bringing "suits".

3. Any payments made under Coverage A for
damages or under Coverage C for medical
expenses shall reduce the Designated Location General Aggregate Limit for that designated "location". Such payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any
other Designated Location General Aggregate Limit for any other designated "location" shown in the Schedule above.

4. The limits shown in the Declarations for Each
Occurrence, Damage To Premises Rented To
You and Medical Expense continue to apply.

However, instead of being subject to the
General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Location General Aggregate Limit.

B. For all sums which the insured becomes legally
obligated to pay as damages caused by "occurrences" under Section I – Coverage A, and for all medical expenses caused by accidents under
Section I – Coverage C, which cannot be attributed only to operations at a single designated "location" shown in the Schedule above:

1. Any payments made under Coverage A for
damages or under Coverage C for medical
expenses shall reduce the amount available
under the General Aggregate Limit or the
Products-completed Operations Aggregate
Limit, whichever is applicable; and

2. Such payments shall not reduce any Designated Location General Aggregate Limit.

C. When coverage for liability arising out of the
"products-completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in
the "products-completed operations hazard" will
reduce the Products-completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Location General Aggregate Limit.

D. For the purposes of this endorsement, the Definitions Section is amended by the addition of the following definition:
"Location" means premises involving the same or
connecting lots, or premises whose connection is
interrupted only by a street, roadway, waterway
or right-of-way of a railroad.

E. The provisions of Section III – Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated.

CG 25 03 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 2  Policy Number: TB2-641-444950-031
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED CONSTRUCTION PROJECT(S)

GENERAL AGGREGATE LIMIT
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Designated Construction Project(s):

All construction projects not located at premises owned, leased or rented by a Named Insured Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. For all sums which the insured becomes legally
obligated to pay as damages caused by "occurrences" under Section I – Coverage A, and for all medical expenses caused by accidents under
Section I – Coverage C, which can be attributed
only to ongoing operations at a single designated
construction project shown in the Schedule
above:

1. A separate Designated Construction Project
General Aggregate Limit applies to each designated construction project, and that limit is equal to the amount of the General Aggregate
Limit shown in the Declarations.

2. The Designated Construction Project General
Aggregate Limit is the most we will pay for the
sum of all damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "productscompleted operations hazard", and for medical expenses under Coverage C regardless of the number of:
a. Insureds;
b. Claims made or "suits" brought; or
c. Persons or organizations making claims or
bringing "suits".

3. Any payments made under Coverage A for
damages or under Coverage C for medical
expenses shall reduce the Designated Construction Project General Aggregate Limit for that designated construction project. Such
payments shall not reduce the General Aggregate Limit shown in the Declarations nor shall they reduce any other Designated Construction Project General Aggregate Limit for any other designated construction project
shown in the Schedule above.

4. The limits shown in the Declarations for Each
Occurrence, Damage To Premises Rented To
You and Medical Expense continue to apply.

However, instead of being subject to the
General Aggregate Limit shown in the Declarations, such limits will be subject to the applicable Designated Construction Project General Aggregate Limit.

B. For all sums which the insured becomes legally
obligated to pay as damages caused by "occurrences" under Section I – Coverage A, and for all medical expenses caused by accidents under
Section I – Coverage C, which cannot be attributed only to ongoing operations at a single designated construction project shown in the
Schedule above:

1. Any payments made under Coverage A for
damages or under Coverage C for medical
expenses shall reduce the amount available
under the General Aggregate Limit or the
Products-completed Operations Aggregate
Limit, whichever is applicable; and

2. Such payments shall not reduce any Designated Construction Project General Aggregate Limit.

C. When coverage for liability arising out of the
"products-completed operations hazard" is provided, any payments for damages because of "bodily injury" or "property damage" included in
the "products-completed operations hazard" will
reduce the Products-completed Operations Aggregate Limit, and not reduce the General Aggregate Limit nor the Designated Construction Project General Aggregate Limit.

D. If the applicable designated construction project
has been abandoned, delayed, or abandoned
and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, the project will still be deemed to be the same construction project.

E. The provisions of Section III – Limits Of Insurance not otherwise modified by this endorsement shall continue to apply as stipulated.

POLICY NUMBER: TB2-641-444950-
031

COMMERCIAL GENERAL LIABILITY
CG 20 10 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED – OWNERS, LESSEES OR
CONTRACTORS – SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERALLIABILITY COVERAGE PART
A. Section II – Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only with
respect to liability for "bodily injury", "property
damage" or "personal and advertising injury"
caused, in whole or in part,by:

1. Your acts or omissions; or

2. The acts or omissions of those acting on your
behalf;
in the performance of your ongoing operations for
the additional insured(s) at the location(s)
designated above.

1. All work, including materials, parts or
equipment furnished in connection with such
work, on the project (other than service,
maintenance or repairs) to be performed by or
on behalf of the additional insured(s) at the
location of the covered operations has been
completed; or

2. That portion of "your work" out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a
principal as a part of the sameproject.

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured will
not be broader than that which you are required
by the contract or agreement to provide for such
additional insured.

B. With respect to the insurance afforded to these
additional insureds, the following additional
exclusions apply:

This insurance does not apply to "bodily injury" or
"property damage" occurring after:

C. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III – Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable limits of
insurance;
whichever is less.

This endorsement shall not increase the
applicable limits of insurance.

NameOfAdditionalInsuredPerson(s)
Or Organization(s):

SCHEDULE
Location(s) Of Covered Operations
Any person or organization with whom you have agreed
through written contract, agreement or permit to provide additional insured coverage
All locations as required by a written contract or
agreement entered into prior to an"occurrence" or
offense
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: TB2-641-444950-
031

COMMERCIAL GENERAL LIABILITY
CG 20 37 12 19
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED – OWNERS, LESSEES OR
CONTRACTORS – COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
A. Section II – Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury" or
"property damage" caused, in whole or in part, by
"your work" at the location designated and
described in the Schedule of this endorsement
performed for that additional insured and included
in the "products-completed operationshazard".

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.

B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III – Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable limits of
insurance;
whichever is less.

This endorsement shall not increase the applicable
limits of insurance.

SCHEDULE
Name Of Additional Insured Person(s)
OrOrganization(s): Location And Description Of CompletedOperations Any person or organization to whom or to which you are
required to provide additional insured status in a written contract, agreement orpermit except where such
contact or agreement is prohibited.

Any location where you have agreed, through written,
contract, agreement, orpermit, to provide additional
insured coverage for completed operations
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

CG 20 37 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 Policy Number TB2-641-444950-031
Issued by Liberty Mutual Fire Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PRIMARY AND NONCONTRIBUTORY –

OTHER INSURANCE CONDITION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
The following is added to Section IV – Conditions 4. Other Insurance and supersedes any provision to the contrary:

Primary And Noncontributory Insurance
This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that:
(1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed prior to a loss, that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. (3) This insurance is excess over any other insurance available to the additional insured for which it is also covered as an additional insured by attachment of an endorsement to another policy providing coverage for the same "occurrence", claim or "suit".

LD 24 153 08 16 © 2016 Liberty Mutual Insurance Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission.

POLICY NUMBER: AS2-641-444950-041 COMMERCIAL AUTO
CA 20 48 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED INSURED FOR

COVERED AUTOS LIABILITY COVERAGE
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.

This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form.

SCHEDULE
Name Of Person(s) Or Organization(s):

As required by written contract
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

Each person or organization shown in the Schedule is
an "insured" for Covered Autos Liability Coverage, but
only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured
provision contained in Paragraph A.1. of Section II –
Covered Autos Liability Coverage in the Business
Auto and Motor Carrier Coverage Forms and
Paragraph D.2. of Section I – Covered Autos
Coverages of the Auto Dealers Coverage Form.

CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 Policy Number: AS2-641-444950-041
Issued by: Liberty Mutual Fire Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

DESIGNATED INSURED - NONCONTRIBUTING
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

GARAGE COVERAGE FORM

MOTOR CARRIERS COVERAGE FORM

TRUCKERS COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement.

This endorsement identifies person(s) or organization(s) who are "insureds" under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage form.

Schedule
Name of Person(s) or Organizations(s):

Any person or organization where the Named Insured has agreed by written contract to include such person or organization
Regarding Designated Contract or Project:

Any
Each person or organization shown in the Schedule of this endorsement is an "insured" for Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Section II of the CoverageForm.

The following is added to the Other Insurance Condition:

If you have agreed in a written agreement that this policy will be primary and without right of contribution from any insurance in force for an Additional Insured for liability arising out of your operations, and the agreement was executed prior to the "bodily injury" or "property damage", then this insurance will be primary and we will not seek contribution from such insurance.

AC 84 23 0811 © 2010, Liberty Mutual Group of Companies. All rights reserved.

Includes copyrighted material of Insurance Services Office,Inc., with its permission.

POLICY NUMBER: TB2-641-444950-031

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
Name Of Person Or Organization: As required by written contract or agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

The following is added to Paragraph 8. Transfer Of
Rights Of Recovery Against Others To Us of
Section IV – Conditions:

We waive any right of recovery we may have against
the person or organization shown in the Schedule
above because of payments we make for injury or
damage arising out of your ongoing operations or
"your work" done un der a contract with that person
or organization and included in the "productscompleted operations hazard". This waiver applies only to the person or organization shown in the
Schedule above.

CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 POLICY NUMBER: AS2-641-444950-041 COMMERCIAL AUTO
CA 04 44 10 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US (WAIVER OF SUBROGATION)
This endorsement modifies insurance provided under the following:

AUTO DEALERS COVERAGE FORM

BUSINESS AUTO COVERAGE FORM

MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

SCHEDULE
Name(s) Of Person(s) Or Organization(s):

Any person or organization for whom you perform work under a written contract of the contract requires you to obtain this agreement from us but only if the contract is executed prior to the injury or damage occurring.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

The Transfer Of Rights Of Recovery Against
Others To Us condition does not apply to the
person(s) or organization(s) shown in the Schedule,
but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a c ontract with
that person or organization.

CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule
Where required by contract or written agreement prior to loss.

Issued by:Liberty Insurance Corporation
For attachment to Policy No WA7-64D-444950-011
$
Issued to:HDR Engineering, Inc.

Effective Date 06/01/2021 Premium
WC 00 03 13
Ed. 4/1/1984
© 1983 National Council on Compensation Insurance, Inc. Page 1 of 1 Policy Number TB2-641-444950-031
Issued by Liberty Mutual Fire Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION OR MATERIAL REDUCTION IN COVERAGE TO THIRD PARTIES This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE PART

MOTOR CARRIER COVERAGE PART

GARAGE COVERAGE PART

TRUCKERS COVERAGE PART

EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART

SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART

COMMERCIAL GENERAL LIABILITY COVERAGE PART

EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

LIQUOR LIABILITY COVERAGE PART
COMMERCIAL LIABILITY – UMBRELLA COVERAGE FORM
Schedule
Name of Other Person(s) /
Organization(s):

Email Address or mailing address: Number Days Notice:

As required by written contract or
written agreement
As required by written contract or
written agreement
30 A. If we cancel this policy for any reason other than nonpayment of premium, or make a material reduction in coverage, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured.

B. This advance notification of a pending cancellation or material reduction of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy.

All other terms and conditions of this policy remain unchanged.

LIM 99 04 03 14 © 2014 Liberty Mutual Insurance. All rights reserved.

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

Policy Number AS2-641-444950-041
Issued by Liberty Mutual Fire Insurance Company
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

NOTICE OF CANCELLATION OR MATERIAL REDUCTION IN COVERAGE TO THIRD PARTIES This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE PART

MOTOR CARRIER COVERAGE PART

GARAGE COVERAGE PART

TRUCKERS COVERAGE PART

EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART

SELF-INSURED TRUCKER EXCESS LIABILITY COVERAGE PART

COMMERCIAL GENERAL LIABILITY COVERAGE PART

EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

LIQUOR LIABILITY COVERAGE PART
COMMERCIAL LIABILITY – UMBRELLA COVERAGE FORM
Schedule
Name of Other Person(s) /
Organization(s):

Email Address or mailing address: Number Days Notice:

As required by written contract
or written agreement
30 A. If we cancel this policy for any reason other than nonpayment of premium, or make a material reduction in coverage, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured.

B. This advance notification of a pending cancellation or material reduction of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy.

All other terms and conditions of this policy remain unchanged.

LIM 99 04 03 14 © 2014 Liberty Mutual Insurance. All rights reserved.

Includes copyrighted material of Insurance Services Office, Inc., with its permission.

NOTICE OF CANCELLATION TO THIRD PARTIES
A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule below. We will send notice to the email or mailing address listed below at least 10 days, or the number of days listed below, if any, before cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured.

B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy.

Schedule
Name of Other Person(s) / Email Address or mailing address: Number Days Notice:

Organization(s):

As required by written 30
contract or agreement
All other terms and conditions of this policy remain unchanged.

Issued by Liberty Insurance Corporation
For attachment to Policy No. WA7-64D-444950-011 Effective Date 06/01/2021 Premium $ Issued to HDR Engineering, Inc. Endorsement No.

WC 99 20 75
Ed. 12/01/2016
© 2016 Liberty Mutual Insurance Page 1 of 1

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER CONTACT
NAME:

PHONE
(A/C, No, Ext):

FAX
(A/C, No):

E-MAIL
ADDRESS:

INSURER(S) AFFORDING COVERAGE NAIC #

INSURED
INSURER A :

INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: XXXXXXX

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

LTR TYPE OF INSURANCE ADDLINSD
SUBR

WVD POLICY NUMBER POLICY EFF(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY) LIMITS

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PROJECT LOC
OTHER:

EACH OCCURRENCE

DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)

PERSONAL & ADV INJURY

GENERAL AGGREGATE

PRODUCTS - COMP/OP AGG
$
$
$
$
$
$
$

AUTOMOBILE LIABILITY

ANY AUTO
OWNED

AUTOS ONLY
HIRED

AUTOS ONLY

SCHEDULED
AUTOS

NON-OWNED

AUTOS ONLY

COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)

PROPERTY DAMAGE
(Per accident)
$
$
$
$
$

UMBRELLA LIAB OCCUR

EXCESS LIAB CLAIMS-MADE
DED RETENTION $

EACH OCCURRENCE

AGGREGATE
$
$
$

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N / A
PER

STATUTE
OTHER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
$
$
$
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD
Lockton Companies
444 W. 47th Street, Suite 900
Kansas City MO 64112-1906
(816) 960-9000
HDR ENGINEERING, INC.
1917 SOUTH 67TH STREET
OMAHA, NE 68106
6/1/2022
1429708

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

ARCH & ENG

PROFESSIONAL

LIABILITY
PER CLAIM: $3,000,000
AGGREGATE: $5,000,000

XXXXXXX

XXXXXXX

XXXXXXX
Lexington Insurance Company 19437
A 061853691 6/1/2021 6/1/2022

NOT APPLICABLE

NOT APPLICABLE

NOT APPLICABLE

NOT APPLICABLE

CITY OF VALLEJO
ATTENTION: MATT BROWN
202 FLEMING HILL ROAD
VALLEJO CA 94589
18225880
18225880
2/1/2022
CITY OF VALLEJO: DESIGN PROFESSIONAL SERVICES AGREEMENT N N

THIS BUSINESS LICENSE DOES NOT PERMIT A
BUSINESS THAT IS OTHERWISE PROHIBITED.

Business Name
Business Location
Business Owner(s)
License Number
Effective Date
Expiration Date

CITY OF VALLEJO

BUSINESS LICENSE
1917 S 67TH ST

HDR ENGINEERING INC
1917 S 67TH ST
OMAHA, NE 68106-2973
For all inquiries regarding this license, contact HdL
Business Support Center at 707-302-6074.
"For Services Provided in the City of Vallejo, California Only" ERIC L. KEEN

HDR ENGINEERING INC
July 01, 2021
June 30, 2022
11701255
HDR ENGINEERING INC :

Thank you for your payment on your City of Vallejo Business License. ALL LICENSES MUST BE AVAILABLE FOR INSPECTION UPON REQUEST. If you have questions concerning your business license, contact the Business Support Center via email at: [email protected] or by telephone at: (707) 302-6074.

Keep this portion for your license separate in case you need a replacement for any lost, stolen, or destroyed license. A fee may be charged for a replacement or duplicate license.

This certificate does not entitle the holder to conduct business before complying with all requirements of the Vallejo Municipal code and other applicable laws, nor to conduct business in a zone where conducting such business violates law.

If you have a fixed place of business within the City of Vallejo please display the Business License above in a conspicuous place at the premises. Otherwise, every Business License holder not having a fixed place of business in the City shall keep the Business License upon his or her person, or affixed in plain view any cart, vehicle, van or other movable structure or device at all times if required by the Collector.

Starting January 1, 2021, Assembly Bill 1607 requires the prevention of gender-based discrimination of business establishments. A full notice is available in English or other languages by going to: https://www.dca.ca.gov/publications/ City of Vallejo

BUSINESS LICENSE

BUSINESS LICENSING
8839 N CEDAR AVE #212
FRESNO, CA 93720-1832
Date of Issue: 07/01/2021
HDR ENGINEERING INC License Number: 11701255
1917 S 67TH ST
OMAHA, NE 68106-2973

TO BE POSTED IN A CONSPICUOUS PLACE
AND
NOT TRANSFERABLE OR ASSIGNABLE.
2021 - 2022
TAX COLLECTOR’S OFFICE, City Hall, 555 Santa Clara St., Vallejo, CA. This certificate is evidence that the person (s), firm, or corporation named hereon has paid the tax required by Chapter 5.04 of the City of Vallejo Municipal Code for the type of business, the business address and for the period indicated hereon. This certificate is issued without verification that the taxpayer is subject to or exempted from licensing by local, state, Federal or other agencies. Issuance of this certificate is not an endorsement, nor a certificate of compliance with other ordinances or laws, nor an assurance that the proposed use is in conformance with the City ’s building / Fire / Zoning regulations.

Consultant and Professional Services Agreement (Revised 01.2019) Page 1 of 11 Approved as to form:

By: for
Veronica Nebb, City Attorney

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT
This Consultant and Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 22nd day of March, 2022, by and between the City of Vallejo, a municipal corporation ("City"), and HDR Engineering, Inc., a Nebraska Corporation, hereinafter referred to as “Consultant”, who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide the City professional services as specified in Exhibit A, entitled “Scope of Work.”

2. Payment. City shall pay Consultant for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B, entitled “Compensation.” The payments specified in Exhibit B shall be the only payments to be made to Consultant for services rendered pursuant to this Agreement.

3. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.

4. Indemnification. Consultant shall indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney’s fees, consultant’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of, pertaining to, or related to the negligence, recklessness, or willful misconduct of Consultant or any subcontractor of Consultant,, including but not limited to personal injury including, but not limited to bodily injury, emotional injury, sickness or disease, or death to persons and/or damage to property of anyone, including loss of use thereof, caused by any negligence, recklessness, or willful misconduct of Consultant, or any subcontractor, or anyone directly or indirectly employed by any of them or anyone for the full period of time allowed by the law, regardless to any limitation by insurance, with the exception of the sole negligence, active negligence or willful misconduct of the City.

The provisions of this section shall survive the expiration or termination of this Agreement.

Consultant and Professional Services Agreement (Revised 01.2019) Page 2 of 11

5. Insurance Requirements. Consultant agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled “Insurance Requirements for Consultant.” Failure to maintain required insurance at all times shall constitute a default and material breach.

6. Accident Reports. Consultant shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and shall include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses, and telephone numbers of any known witnesses, (c) the date, time, and description of the accident or other occurrence.

7. Conflict of Interest. Consultant warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Consultant’s family, business, real property or financial interests and the services to be provided under this Agreement. Consultant shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Consultant’s family, business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Consultant shall disclose such conflict in writing to City. Every individual who performs services on behalf of Consultant pursuant to this Agreement must file a full Statement of Economic Interests (also known as Form 700) with the City Clerk if the work of the individual involves making a governmental decision whether to issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; authorizes the City to enter into, modify, or renew a contract; grants City approval of specifications for a contract; adopts or approves for the City any policy, standard or guideline; lobbies on behalf of the City, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code.

8. Independent Contractor. Consultant is an independent contractor. Neither Consultant nor any of Consultant’s officers, employees, agents, or subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Consultant only insofar as the results of Consultant’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services pursuant to this Agreement.

9. Licences, Permits, Etc. Consultant represents and warrants to City that all consultant services shall be provided by a person or persons duly licensed by the State of California to provide the type of services to be performed under this Consultant and Professional Services Agreement (Revised 01.2019) Page 3 of 11 Agreement and that Consultant has all the permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice its profession.

10. Business License. Consultant, and its subcontractors, has obtained or agrees to apply prior to performing any services under this Agreement to City’s Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement. The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Consultant until such business license(s) has been obtained.

11. Standard of Performance. Consultant shall provide products and perform all services required pursuant to this Agreement in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by a member of Consultant’s profession currently practicing in California.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation applicable federal, state, and local laws and regulations, and all other contingencies or considerations.

Consultant’s responsibilities under this section shall not be delegated. Consultant shall be responsible to City for acts, errors, or omissions of Consultant’s subcontractors.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work and shall prepare plans, reports, and/or other work products in such a way that additional costs will not be incurred beyond the budget for Consultant’s services included in the applicable Statement of Services or as amended by the City Manager or his or her designee.

Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Consultant is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Consultant of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Consultant.

Consultant and Professional Services Agreement (Revised 01.2019) Page 4 of 11

12. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by causes or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, work slowdown or stoppage, epidemics, pandemics, or quarantine restrictions, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

In the event that the Consultant is unable to meet the completion date or schedule of services, Consultant shall immediately inform the City Representative of this in writing. If additional time is required to perform the work, the City Representative may adjust the schedule.

13. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

14. Personnel. Consultant agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement.

The payment made to Consultant pursuant to this Agreement shall be the full and complete compensation to which Consultant and Consultant’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Consultant nor Consultant’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Consultant. The City shall not be required to pay any workers' compensation insurance on behalf of Consultant.

Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

15. Consultant Not Agent. Except as authorized under this Agreement or as City may authorize in a letter of authorization signed by the City Manager or his or her designee, Consultant shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

16. Term. The term of this Agreement shall commence on March 8, 2022, and shall continue in full force and effect until June 30, 2026.

Consultant and Professional Services Agreement (Revised 01.2019) Page 5 of 11 City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of one year, by written notice to Consultant. The total duration of this Agreement, including the exercise of any options under this section, shall not exceed June 30, 2027.

If the term of this Agreement extends into fiscal years subsequent to that in which it is approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo.

If funds to effect such continued payment are not appropriated, Consultant agrees to terminate any services supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

17. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Consultant.

However, the City will not terminate this Agreement for cause without providing Consultant written notice of the breach and a period of ten (10) days to cure. Upon receipt of a notice of termination, Consultant shall perform no further work except as specified in the notice. Before the date of termination, Consultant shall deliver to City all City records and documents, all work product, whether completed or not, as of the date of termination and not otherwise previously delivered.

The City shall pay Consultant for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Consultant for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Consultant for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.

18. Products of Consulting Services. The work product, including without limitation, all writings, work sheets, reports, recordings, drawings, files, detailed calculations and other work products, whether complete or incomplete, of Consultant resulting from services rendered pursuant to this Agreement, shall become the property of City. Consultant agrees that all copyrights which arise from creation of the work under this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Consultant makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

Consultant and Professional Services Agreement (Revised 01.2019) Page 6 of 11 Documents submitted to the City in electronic format shall be formatted according to specifications provided by the City, or if not otherwise specified, in Microsoft Word, Excel, PowerPoint or other Microsoft Office Suite (2002) format as appropriate for the particular work product or, if directed by the City Representative in Adobe Acrobat PDF format.

19. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Consultant in the performance of Consultant’s services hereunder.

20. Assignment and Subcontracting. Consultant shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance. Any attempted or purported assignment of any right, duty or obligation under this Agreement without said consent shall be void and of no effect.

If subcontracting of work is permitted, Consultant shall pay its subcontractor within ten (10) days of receipt of payment by City for work performed by a subcontractor and billed by the Consultant. Use of the term subcontractor in any other provision of this contract shall not be construed to imply authorization for Consultant to use subcontractors for performance of any service under this Agreement.

The City is an intended beneficiary of any work performed by Consultant’s subcontractor for purposes of establishing a duty of care between the subcontractor and City.

Any subcontractor or assignee consented to by City shall be bound by all terms and conditions of this agreement and the same shall be incorporated into and made a part of any assignment or subcontractor agreement.

21. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.

22. Non-Discrimination/Fair Employment Practices.
(a) Consultant shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from employment, or to discriminate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal treatment with respect to compensation, terms, conditions or other privileges of employment, without regard to his race, Consultant and Professional Services Agreement (Revised 01.2019) Page 7 of 11 religious creed, color, sex, national origin, ancestry, or disability, medical condition, age, marital status or sexual orientation.

Consultant warrants and represents it is an equal opportunity employer and agrees it shall not discriminate on the basis of race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual orientation in the selection and retention of employees, subcontractors or procurement of materials or equipment.

In all solicitations either by competitive bidding or negotiations made by Consultant for work to be performed under any subcontract, including procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultant’s obligation under this Agreement relative to nondiscrimination and fair employment practices.

Consultant shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.
(b) Consultant agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

23. Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United States Post Office, registered or certified mail, postage prepaid, addressed to:

If to City: Beth Schoenberger, Acting Water Director
City of Vallejo Water Department
202 Fleming Hill Road
Vallejo, CA 94589
If to Consultant: Holly Kennedy, Senior Vice President
HDR Engineering, Inc.
100 Pringle Avenue, Suite 400
Walnut Creek, CA 94596
Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

Routine administrative communications shall be made pursuant to section 1 of Exhibit A.

24. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written Consultant and Professional Services Agreement (Revised 01.2019) Page 8 of 11 understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.

25. Severability Clause. Should any provision of this Agreement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

26. Law Governing. This Agreement shall in all respects be governed by the law of the State of California without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

27. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

28. Ambiguity. The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof.

29. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.

30. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

31. Compliance with Laws. Consultant will comply with all statutes, regulations and ordinances in the performance of all services under this Agreement.

32. Confidentiality of City Information. During the performance of services under this Agreement, Consultant may gain access to and use City information regarding, but not limited to, procedures, policies, training, operational practices, and other vital information (hereafter collectively referred to as "City Information") which are valuable, special and unique assets of the City. Consultant agrees that it will not use any information obtained as a consequence of the performance of services under this Agreement for any purpose other than fulfillment of Consultant’s scope of work , to protect all City Information and treat it as strictly Consultant and Professional Services Agreement (Revised 01.2019) Page 9 of 11 confidential and proprietary to City, and that it will not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party, other than its own employees, agents or subcontractors who have a need for the City Information for the performance of services under this Agreement, without the prior written consent of City, or as required by law.

Consultant shall treat all records and work product prepared or maintained by Consultant in the performance of this Agreement as confidential.

A violation by Consultant of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.

Consultant’s obligations under this section shall survive the completion of services, expiration or termination of this Agreement.

33. News and Information Release. Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.

34. City Representative. The City Representative specified in Exhibit A, or the representative's designee, shall administer this Agreement for the City.

35. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

36. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or e-mailed by PDF or otherwise.

Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement. The failure to send an original shall not affect the binding nature of this Agreement.

37. Authority. The person signing this Agreement for Consultant hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Consultant.

Consultant and Professional Services Agreement (Revised 01.2019) Page 10 of 11

38. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments [SIGNATURES ON FOLLOWING PAGE]
Consultant and Professional Services Agreement (Revised 01.2019) Page 11 of 11 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

HDR Engineering, Inc.

By:

Holly Kennedy
Senior Vice President
DATE:
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By:

MIKE MALONE
Interim City Manager
DATE:

ATTEST:

By:

Dawn Abrahamson
City Clerk
APPROVED AS TO CONTENT:

Beth Schoenberger
Acting Water Director
APPROVED AS TO FORM:

For
Veronica A. J. Nebb
City Attorney
APPROVED AS TO INSURANCE:

Armond Sarkis
Risk Manager
Consultant and Professional Services Agreement (Revised 01.2019) Page 1 of 2 Exhibit A – Scope of Work

EXHIBIT A

SCOPE OF WORK

1. Representatives. The City Representative for this Agreement is:

Matt Brown, P.E., Senior Engineer
Water Department, City of Vallejo
202 Fleming Hill Road
Vallejo, CA 94589
[email protected]
The Consultant’s Representative for this Agreement is:

Holly Kennedy, Senior Vice President
HDR Engineering, Inc.
100 Pringle Avenue, Suite 400
Walnut Creek, CA 94596
[email protected]
All routine administrative communications between the parties will be between the above-named representatives and may be by personal delivery, mail, or electronic mail as agreed between the Consultant Representative and City’s Representative.

2. Services to be Provided. The Consultant will provide as-needed services for City of Vallejo Water Department projects as assigned by Water Department staff, in written Statements of Work, executed by Consultant before commencement of work on the project. At the discretion of Water Department staff, and considering the capabilities of Consultant, assignments shall be given to Consultant in Water Distribution System Hydraulic Modeling and Construction Management, as more fully set forth in Attachment 1 to Exhibit A, which is incorporated herein by this reference. City shall have no obligation to pay Consultant for any work performed by Consultant that is not set forth in this Agreement or in a Statement of Work.

3. 4. Time for Performance. Consultant will perform services according to the schedule negotiated for each Statement of Work d. If the schedule calls for the services to be performed in phases or discrete increments, Consultant shall not proceed from one phase or increment to the next without written authorization from the City’s Representative. Consultant will complete all services for any Statement of Work by the agreed upon date set forth in the Statement of Work.

5. Key Personnel. All of the individuals identified below are necessary for the successful prosecution of the services due to their unique expertise and depth and breadth of experience. There shall be no change in the personnel listed below, Consultant and Professional Services Agreement (Revised 01.2019) Page 2 of 2 Exhibit A – Scope of Work
without written approval of the City Representative. Consultant recognizes that the composition of this team was instrumental in the City’s decision to award the work to Consultant and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Consultant’s obligations under this Agreement and shall be grounds for termination.

Key personnel will be as identified in Statements of Work.

In mid-2021, the City expects to begin executing a prioritized list of projects identified in its Capital Improvement Program (CIP) that will require immediate resources using several On-call Consultants. These projects will be varied and will require consulting firms with diverse and specialized skill sets. Other services, such as conceptual-level studies, may be needed to support executable design of the CIP. The anticipated service categories are listed below.

1. PROGRAM/PROJECT MANAGEMENT
Consultant will serve as an extension of staff and may provide overall program and project management for projects. Familiarity with Caltrans Projects and their Right of Way (ROW) Manual may be beneficial. The Consultant will schedule and conduct remote project meetings with staff and may be required to work at least two (2) days a week in the Water Department Engineering office located at 202 Fleming Hill Road, Vallejo, California, under COVID-19 provisions for Solano County.

Potential projects include:
• Overseeing another consultant preparing the design of a large diameter pipeline in an area outside the City requiring coordination with Napa County. • Review of developer plans as part of the developer review process. • Assistance with developing project schedules and budgeting for CIP projects.
• Assist with the planning and implementation of a Water Exchange Policy and/or water supply agreements with neighboring municipalities. • Managing implementation of replacement of water meters across the service area.
• Management and tracking expenditures for numerous on-call consulting and contractor contracts.

2. PIPELINES
Consultant will have demonstrated capability and experience in design of new pipelines, which may include alignment studies, profile and plan drawings, hydraulic gradient drawings, selection and sizing of pipe, linings, coatings, fittings, valves, blow off vaults, air release vaults, corrosion protection methods, startup and shut down procedures, and trenchless installation methods including sliplining. Familiarity with Caltrans Projects and their Right of Way (ROW) Manual may be beneficial.

Potential projects include:
• Design of a large diameter raw water pipeline in an area outside the City requiring coordination with Napa County.

V;\OWater\On-Call Consulting.Docx 7
ATTACHMENT 1 TO EXHIBIT A
• Design of the City's annual distribution main replacement projects. • Development of a water main prioritization list based on leak data, pipe characteristics and the City's pavement program.
• Design of the slip-lining of a 24-inch pipe with a 10-inch pipe within a Caltrans right-of-way.
• Management of potholing to locate utilities for a pipeline design project.

3. PUMP STATIONS AND TANKS
Consultant will have demonstrated capability and experience in performing feasibility studies, condition assessments, and design for upgrading existing and designing new pump stations and tanks. Tasks may include pump/motor sizing and selection, pipe sizing, hydraulic surge analysis, selection and sizing of valves, instrumentation and controls, pipe supports, site studies, electrical power requirements, etc.

Potential projects include:
• Design of a new pump station to replace a below-grade pump station in a busy street.
• Condition assessment of a hydropneumatic pump station and tank, and preparation of a report with recommended upgrades.
• Design of a series of 5-6 MG tanks to replace a 37 MG concrete lined reservoir.
• Preparation of specifications and obtaining quotes to replace pumps in kind at a pump station.
• The design and implementation of SCADA upgrades and integration with existing SCADA network.

4. WATER TREATMENT PLANTS
Consultant will have demonstrated capability and experience in water treatment plant processes and facilities. Consultant may perform feasibility studies, preliminary design, detailed design, and startup services for new or upgraded water treatment facilities; perform comparative analysis of treatment methods, including operational impacts, initial cost, life cycle cost, effectiveness of meeting treatment goals; plant siting studies; plant hydraulics; Supervisory Control and Data Acquisition (SCADA) requirements; and other requirements. Consultant may assist the Water Department in interactions and negotiations with the Department of Drinking Water (DDW) regarding design review and permit revisions for new or upgraded treatment facilities.

Consultant may be required to optimize existing water treatment plant processes, review standard operating procedures, and recommend changes, evaluate process/equipment requirements ahead of water source/quality changes, be V:\OWater\On-Call Consulting.Docx
familiar with existing and proposed water quality regulations and understand the impacts to the treatment plant processes.

Potential upcoming projects include:
• Design of a new 5 MGD water treatment plant featuring ozone, plate settling actiflow or Ml EX technologies.
• Design of replacement of flocculation and sedimentation equipment. • Condition assessment and design of the rehabilitation of chemical feed systems.
• The design and implementation of SCADA upgrades and integration with existing SCADA network.

5. EARTHEN DAMS AND ASSOCIATED GEOTECHNICAL AND STRUCTURAL

ENGINEERING
Consultant will have demonstrated capability and experience studying and designing improvements for earthen dams and their associated infrastructure such as spillways, fish releases and outlets. Consultant may be required to inspect dams and all appurtenant structures, including spillways and outlet towers, and be capable of evaluating deficiencies and the degree of hazard associates with the deficiencies, and to provide demonstrated experience in designing repairs to address such deficiencies. Consultant will demonstrate experience in the permitting and construction of dams, as well as the demolition of dams and/or related structures, and the development, design, and operation of pumped storage systems. Consultant will have experience with the regulatory agencies that govern dams, particularly the DSOD.

Consultant may perform geotechnical studies, as needed, to support other elements of the CIP (e.g., seismic evaluation or pipeline alignments).

Consultant may perform site investigations to gather data, take samples and measurements, and generally collect the information necessary to perform a structural analysis and evaluation of concrete foundations, tank and reservoir walls, pipe penetrations, all types of pipe, equipment supports, including the analysis of induced vibrations; perform the seismic analysis of such structures, including dams and related structures/appurtenances. Consultant will be capable of performing structural design for upgraded dam facilities.

Potential upcoming projects include:
• Alternatives analysis and cost estimates for raising an earthen dam. • Design of a new concrete lined spillway.
• Assessment and seismic upgrade design for an earthen dam. • Development of a program for landslide monitoring.
• Geotechnical study for a new water tank.

V;\OWater\On-Call Consulting.Docx

6. HYDROLOGY EVALUATIONS
Consultant will have demonstrated past successful experience in performing hydrologic evaluations, primarily to support the DOSD permitting and compliance.

Potential projects include:
• Preparation of inundation studies.
• Spillway modeling and sizing.
• Bathymetric studies to assess the available storage in a reservoir (lake) under different climactic conditions.

7. WATER DISTRIBUTION SYSTEM HYDRAULIC MODELING
Consultant will have successful experience in development and use of hydraulic models of water distribution systems. The City anticipates updating and converting our Geographic Information System (GIS) into a new hydraulic model. The new model will need to be calibrated and used to develop a new Water Master Plan as well as run various theoretical scenarios as part of the planning process for various projects.

Consultant will be capable of analyzing hydraulic systems such as transmission pipelines (i.e., raw water pipelines); treated water distribution systems such as pressure zones with pressure regulating valves, pump stations, tanks, and hydropneumatic zones; pump suction and discharge piping, treatment plant filter gallery piping, treatment plant hydraulics, and may prepare reports as needed to summarize and make recommendations. Consultant will have experience preparing master plans and capital improvement plans (annual budgeting) based on the hydraulic model output for water systems of a similar size.

Potential projects include:
• Fixing connectivity issues of the pipeline network in GIS and assessing SCADA data for importing into a hydraulic model.

Creation of a new hydraulic model for the City system.

Extended period Simulation (EPS) and static calibration of a hydraulic model
Performing fire flow testing.

Using the hydraulic model to prepare a Water Master Plan with recommended pipeline, pressure zone, and storage improvements.

Assessment of the sizing of new facilities (pipes, tanks, pump stations) to connect a new development to the system.

Assessment of downsizing a 37 MG reservoir to a series of 5-6 MG reservoirs.

V;\OWater\On-Call Consulting.Docx 10

8. ELECTRICAL ENGINEERING
Consultant will be experienced in the design of both high and low voltage electrical power systems for water pump stations, water treatment plants; design of stationary and portable electric generator connections, integration of new equipment with existing facilities, work with PG&E on the City's behalf to prepare applications for new service, review code requirements as applicable, perform arc flash studies, develop single-line diagrams and other drawings as needed. Perform on-site startup activities, including oversight of functional and performance testing.

Potential projects include:

Arc flash studies at all the City's pump stations.

Assessment and replacement of constant speed drives with variable speed drives.

Condition assessments of electrical equipment at a water treatment plant.

Design of a permanent backup generator for a 10 MOD pump station.

Condition assessment, bidding and construction oversight of safety upgrades to a high voltage substation.

The design and implementation of remote operation and monitoring equipment and control protocols for existing valves.

Renovation of existing and design and install of new solar powered equipment.

Provide resiliency studies of existing facilities and to provide recommendations and design projects to enable continued operations during PSPS events.

9. WATER RESOURCES MANAGMENT
Consultant will have past successful experience in performing water resources management including evaluations to demonstrate available water supplies are sufficient to support proposed new developments or respond to drought conditions.

Consultant will be familiar with the North Bay Aqueduct and other state and federal water supplies and water rights, climate change impact projections, water demand projections, urban water management planning (UWMP), water exchange policy development, and water conservation.

Potential projects include:
• Preparation of a water supply assessment for a new residential development.
• Development of a water supply model to understand projected water supplies from the City's numerous water supply sources. • Develop and implement a sustainable water exchange policy during drought conditions.
• Prepare public outreach for drought policy measures.

V:\OWater\On-Call Consulting.Docx 11
• Coordinate with Regional, State and Federal Regulatory Agencies. • Update to an UWMP.

10. ENVIRONMENTAL PERMITTING, CEQA AND RESTORATION
Consultant will provide demonstrated experience in all aspects of environmental requirements, including National Pollutant Discharge Elimination System (NPDES) requirements. Storm Water Pollution Prevention (SWPP) requirements, environmental permits and the Califomia Environmental Quality Act (CEQA).

Consultant may be required to determine how environmental and CEQA permitting affect projects at each stage and provide guidance and recommendations for balancing design options with any and all regulatory agencies that may have purview over them. Consultant may perform biology, habitat/vegetation and wildlife studies. Consultant may be asked to design creek, habitat or landscape restoration.

Potential projects include:
• CEQA compliance, permitting and restoration for a dam upgrade project. • CEQA compliance, permitting and landscape design for the abandonment of a 16 MG reservoir in a residential neighborhood.
• CEQA compliance and permitting for a new pipeline crossing a creek.

11. CONSTRUCTION MANAGEMENT
Consultant will be competent in the provision of construction management services including conducting meetings, coordinating with design professionals and City staff, managing documentation, managing schedules, performing daily field inspections, and managing conflict resolution. Consultant will be expected to review contractor prevailing wage statements for compliance with Department of Industrial Relations (DIR) requirements. Materials testing is to be performed by others.

Potential projects include:
• Construction management for a new water tank or pump station. • Review of prevailing wage statements for the City's annual main replacement program.
• Construction management for construction of a new dam spillway. • Construction management of raw water transmission line replacements. • Construction management of treatment plant upgrades for flocculation, filter media, ozone generation, chemical storage facilities, and solar power upgrades.

V:\OWater\On-Call Consulting.Docx 12

12. TELECOMMUNICATION SERVICES
Consultant will perform analysis of antenna, microwave and communication systems and provide analysis of radiation patterns, antenna gain and efficiency for communication systems and integration of AMI metering devices for data collection and billing applications. Consultant will also provide analysis for communication tower design including monopole solutions for communication of data between facilities.

V:\OWater\On-Call Consulting.Docx 13
Consultant and Professional Services Agreement (Revised 01.2019) Page 1 of 3 Exhibit B - Compensation

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

A. Services: City agrees to pay Consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed Two Million Dollars and 00 Cents as set forth below:

FISCAL YEAR NOT TO EXCEED AMOUNT
FY22 $500,000
FY23 $500,000
FY24 $500,000
FY25 $500,000
Consultant shall notify City in writing no later than thirty (30) days prior to the estimated date when Consultant will have billed City the maximum payment amount permitted under this Agreement, and Consultant shall provide City with an estimate of the additional compensation required to complete the project.

City agrees to pay Consultant for those services set forth in Exhibit A of this Agreement (identified by Statements of Work) and for all authorized reimbursable expenses upon satisfactory completion of the services and delivery of the work product.

B. Additional Services:

1. Additional Services are those services related to the scope of Services of Consultant as set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other Consultants to perform said Additional Services.

2. Consultant’s compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees' appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises. Where a fixed fee for Additional Services is established by mutual Agreement between City and Consultant, compensation to Consultant shall not exceed the fixed fee amount.

Consultant and Professional Services Agreement (Revised 01.2019) Page 2 of 3 Exhibit B - Compensation

2. Appropriate Billable Hourly Rates for Services and Additional Services. Consultant’s billable hourly rates shall be as listed in Attachment 1 of Exhibit B, attached hereto and incorporated herein by this reference.

3. Consultant’s Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Consultant for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in writing in advance by City.

4. Payments to Consultant.

A. Payments to Consultant shall be made within sixty (60) days after receipt of Consultant’s invoice, said payments to be made in proportion to services performed. Consultant may request payment on a monthly basis. Consultant shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

B. All invoices submitted by Design Professional shall be (1) billed on a monthto-month basis (i.e., the first of the month through the end of the month), (2) submitted by email to [email protected], and (3) must contain the following information:

1. Description of services billed under the invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

4. City’s Purchase Order Number

5. Statement of Work Number

6. Social Security Number or Taxpayer Identification Number

7. Amount of the Invoice (Itemize all Reimbursable Expenses)

8. Total Billed to Date
C. Items shall be separated into Services and Reimbursable Expenses.

Billings that do not conform to the format outlined above shall be returned to Consultant for correction. City shall not be responsible for delays in payment to Consultant resulting from Consultant’s failure to comply with the invoice format described above.

D. Request for payment shall be sent to:

Matt Brown, P.E., Senior Engineer
Engineering Division
City of Vallejo Water Department
c/o [email protected]
Consultant and Professional Services Agreement (Revised 01.2019) Page 3 of 3 Exhibit B - Compensation

5. Accounting Records of Consultant. Consultant shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Consultant’s direct salary costs for all Services and Additional Services performed under this Agreement and records of Consultant’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Consultant shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty four (24) hours’ notice.

The obligations of Consultant under this section shall survive this Agreement.

6. Taxes. Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

7. Taxpayer Identification Number. Consultant shall provide City with Consultant’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

3. Fee Schedule
Rate Schedule
HDR Engineering, Inc. January to December 2021
Engineer 1 $100 - 150 Vehicle Mileage Current Federal
Regulation (FTR)
Engineer 2 $150 - 200 Black/White Copies (per copy) $0.05 to $0.09 Engineer 3 $200 - 250 Color Copy (per copy) $0.15 to $0.30 Engineer 4 $250 - 300 Bond Plotting - B&W
(per sq.ft)
$0.15
Engineer 5 $300 - 400 Bond Plotting - Color
(per sq.ft)
$0.90
Technical Specialist 1 $150 - 200 Ground Transportation at cost Technical Specialist 2 $200 - 250 Airfare (coach) at cost Technical Specialist 3 $250 - 300 Hotel for overnight travel at cost Technical Specialist 4 $300 - 350
Technical Specialist 5 $350 - 400
Project Controller $100 - 170
Project Coordinator $85 - 135
BIM/CAD/GIS Technician 1 $100 - 135
BIM/CAD/GIS Technician 2 $135 - 170
BIM/CAD/GIS Technician 3 $170 - $230
Hourly billing rates are for January to December 2021. Billing rates will increase January 1, 2022.

HDR will invoice the City by HDR’s standard employee hourly billing rate for services provided. The billing rates cover payroll cost, employee benefits, and HDR overhead and profit. The ranges of hourly billing rates shown above are intended to illustrate typical rates for each billing category. These rates are effective until December 31, 2021.

Please Note: Expenses and subconsultants are charged with a five percent markup.

3. Fee Schedule 9
City of Vallejo | On-Call Water Engineering Consulting
Attachment 1 to Exhibit B
Consultant and Professional Services Agreement (Revised 01.2019) Page 1 of 4 Exhibit B - Compensation

EXHIBIT C

INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Consultant, their agents, representatives, or employees or subcontractors. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named Insured; whichever is greater. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the Consultant under this agreement.

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:

A. Insurance Services Office form number GL 0002 covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

B. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 any auto and endorsement CA 0025.

C. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

D. Professional Liability insurance appropriate to the Consultant’s profession (Errors and Omission).

2. Minimum Limits of Insurance. Consultant shall maintain limits no less than:

A. 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 or the general aggregate limit shall be twice the required occurrence limit.

B. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

Consultant and Professional Services Agreement (Revised 01.2019) Page 2 of 4 Exhibit B - Compensation
C. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. If Consultant is not subject to California Workers’ Compensation requirements, Consultant shall file a completed Request for Waiver of Workers’ Compensation Insurance Form which may be obtained from the City prior to commencing any activity authorized hereunder.

D. Professional Liability (Errors and Omission): Insurance appropriates to the Consultant’s profession with $1,000,000 per claim, and annual aggregate.

3. Deductible and Self-Insured Retention (SIR). Any deductibles or selfinsured retention must be declared to and approved by the City All SIRs must be disclosed to the City’s Risk Manager for approval and shall not reduce the limits of liability. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named Insured or the City.

4. Other Insurance Provisions.

A. Additional Insured Endorsements: The City of Vallejo, its officers, officials, employees, agents and volunteers are to be covered as Additional Insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased hired or borrowed by the Consultant. Additional Insured endorsements with respect to General Liability, Auto and Umbrella/Excess Insurance shall be attached to the Certificate of Insurance presented to the City. For the avoidance of doubt, additional insured status is not required for professional liability and workers' compensation insurance.

B. 30 Days’ Notice of Cancellation Endorsements: Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled or materially changed except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

C. Waiver of Subrogation Rights Endorsement: The workers’ compensation policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Consultant’s performance under this Agreement. The waiver of subrogation rights endorsement in favor of the City of Vallejo shall be attached to the Certificate of Insurance.

D. The limits of Insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess Insurance. Any umbrella or excess Consultant and Professional Services Agreement (Revised 01.2019) Page 3 of 4 Exhibit B - Compensation
Insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Vallejo before the City’s own Insurance or self-insurance shall be called upon to protect it as a named insured.

E. The insurance coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, officials, employees, agents or volunteers. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City of Vallejo, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City of Vallejo, its officers, officials, employees, agents, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.

F. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

G.Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers.

H. The 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.

5. Acceptability of Insurers. The insurance is to be issued by companies licensed to do business in the State of California. The insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

6. Verification of Coverage. Consultant shall furnish the City with certificates of insurance and original endorsements. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. The City reserves the right to obtain a redacted copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

7. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

Consultant and Professional Services Agreement (Revised 01.2019) Page 4 of 4 Exhibit B - Compensation

8. Payment Withhold. City will withhold payments to Consultant if the certificates of insurance and endorsements required in Paragraph F, above, are canceled or Consultant otherwise ceases to be insured as required herein.

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER CONTACT
NAME:

PHONE
(A/C, No, Ext):

FAX
(A/C, No):

E-MAIL
ADDRESS:

INSURER(S) AFFORDING COVERAGE NAIC #

INSURED
INSURER A :

INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: XXXXXXX

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

LTR TYPE OF INSURANCE ADDLINSD
SUBR

WVD POLICY NUMBER POLICY EFF(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY) LIMITS

COMMERCIAL GENERAL LIABILITY

CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:

POLICY PROJECT LOC
OTHER:

EACH OCCURRENCE

DAMAGE TO RENTED
PREMISES (Ea occurrence)
MED EXP (Any one person)

PERSONAL & ADV INJURY

GENERAL AGGREGATE

PRODUCTS - COMP/OP AGG
$
$
$
$
$
$
$

AUTOMOBILE LIABILITY

ANY AUTO
OWNED

AUTOS ONLY
HIRED

AUTOS ONLY

SCHEDULED
AUTOS

NON-OWNED

AUTOS ONLY

COMBINED SINGLE LIMIT
(Ea accident)
BODILY INJURY (Per person)
BODILY INJURY (Per accident)

PROPERTY DAMAGE
(Per accident)
$
$
$
$
$

UMBRELLA LIAB OCCUR

EXCESS LIAB CLAIMS-MADE
DED RETENTION $

EACH OCCURRENCE

AGGREGATE
$
$
$

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY Y / N

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N / A
PER

STATUTE
OTHER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
$
$
$
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved The ACORD name and logo are registered marks of ACORD
Lockton Companies
444 W. 47th Street, Suite 900
Kansas City MO 64112-1906
(816) 960-9000
HDR ENGINEERING, INC.
1917 SOUTH 67TH STREET
OMAHA, NE 68106
6/1/2022
1429708

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

XXXXXXX

ARCH & ENG

PROFESSIONAL

LIABILITY
PER CLAIM: $3,000,000
AGGREGATE: $5,000,000

XXXXXXX

XXXXXXX

XXXXXXX
Lexington Insurance Company 19437
A 061853691 6/1/2021 6/1/2022

NOT APPLICABLE

NOT APPLICABLE

NOT APPLICABLE

NOT APPLICABLE

CITY OF VALLEJO
ATTENTION: MATT BROWN
202 FLEMING HILL ROAD
VALLEJO CA 94589
18225880
18225880
2/1/2022
CITY OF VALLEJO: DESIGN PROFESSIONAL SERVICES AGREEMENT N N

THIS BUSINESS LICENSE DOES NOT PERMIT A
BUSINESS THAT IS OTHERWISE PROHIBITED.

Business Name
Business Location
Business Owner(s)
License Number
Effective Date
Expiration Date

CITY OF VALLEJO

BUSINESS LICENSE
1917 S 67TH ST

HDR ENGINEERING INC
1917 S 67TH ST
OMAHA, NE 68106-2973
For all inquiries regarding this license, contact HdL
Business Support Center at 707-302-6074.
"For Services Provided in the City of Vallejo, California Only" ERIC L. KEEN

HDR ENGINEERING INC
July 01, 2021
June 30, 2022
11701255
HDR ENGINEERING INC :

Thank you for your payment on your City of Vallejo Business License. ALL LICENSES MUST BE AVAILABLE FOR INSPECTION UPON REQUEST. If you have questions concerning your business license, contact the Business Support Center via email at: [email protected] or by telephone at: (707) 302-6074.

Keep this portion for your license separate in case you need a replacement for any lost, stolen, or destroyed license. A fee may be charged for a replacement or duplicate license.

This certificate does not entitle the holder to conduct business before complying with all requirements of the Vallejo Municipal code and other applicable laws, nor to conduct business in a zone where conducting such business violates law.

If you have a fixed place of business within the City of Vallejo please display the Business License above in a conspicuous place at the premises. Otherwise, every Business License holder not having a fixed place of business in the City shall keep the Business License upon his or her person, or affixed in plain view any cart, vehicle, van or other movable structure or device at all times if required by the Collector.

Starting January 1, 2021, Assembly Bill 1607 requires the prevention of gender-based discrimination of business establishments. A full notice is available in English or other languages by going to: https://www.dca.ca.gov/publications/ City of Vallejo

BUSINESS LICENSE

BUSINESS LICENSING
8839 N CEDAR AVE #212
FRESNO, CA 93720-1832
Date of Issue: 07/01/2021
HDR ENGINEERING INC License Number: 11701255
1917 S 67TH ST
OMAHA, NE 68106-2973

TO BE POSTED IN A CONSPICUOUS PLACE
AND
NOT TRANSFERABLE OR ASSIGNABLE.
2021 - 2022
TAX COLLECTOR’S OFFICE, City Hall, 555 Santa Clara St., Vallejo, CA. This certificate is evidence that the person (s), firm, or corporation named hereon has paid the tax required by Chapter 5.04 of the City of Vallejo Municipal Code for the type of business, the business address and for the period indicated hereon. This certificate is issued without verification that the taxpayer is subject to or exempted from licensing by local, state, Federal or other agencies. Issuance of this certificate is not an endorsement, nor a certificate of compliance with other ordinances or laws, nor an assurance that the proposed use is in conformance with the City ’s building / Fire / Zoning regulations.

CONSENT CALENDAR 8.W.

DATE: March 22, 2022
TO: Mayor and Members of the City Council
FROM: Beth Schoenberger, Acting Water Director
SUBJECT: ADOPT RESOLUTION APPROVING AN ON-CALL CONSULTANT AND PROFESSIONAL

SERVICES AGREEMENT AND A DESIGN PROFESSIONAL SERVICES AGREEMENT WITH HYDROSCIENCE ENGINEERS, INC. FOR WATER ENGINEERING SERVICES AND

DESIGN SERVICES AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME IN A TOTAL AMOUNT NOT-TO-EXCEED $2 MILLION AND LIMITED TO $500,000 PER YEAR FOR FOUR YEARS AS PART OF THE CITY’S PROGRAM FOR UPGRADING AND

REPLACING OUTDATED CITY WATER INFRASTRUCTURE

RECOMMENDATION
Adopt resolution approving an on-call consultant and professional services agreement and a design professional services agreement with hydroscience engineers, inc. For water engineering services and design services and authorizing the city manager to execute same in a total amount not-to-exceed $2 million and limited to $500,000 per year for four years as part of the city’s program for upgrading and replacing outdated city water infrastructure.

REASONS FOR RECOMMENDATION
The ability to deploy consultants on an on-call, as-needed basis allows the Water Department to best manage the anticipated workload to deliver capital projects within the allotted time frame to address aging infrastructure and assure drinking water system reliability for customers.

BACKGROUND AND DISCUSSION
The Water Department anticipates using contract services of consultant firms to perform work on various water Capital Improvement Projects (CIP) and water Engineering-related projects. This work will be variable in scope and may be short-term and/or long-term, depending upon the focus. As a practice, many cities enter into on-call agreements with consultant firms to assign work as needed. In addition, many cities choose to enter into on-call agreements with multiple firms in order to ensure that a consultant's workload issues will not get in the way of a city's critical-path needs, allow staff to best fit the expertise of a particular firm with specific needs of an assignment, and obtain competitive pricing.

Water’s Engineering staff are responsible for reviewing planning and development applications, assisting other divisions within the Water Department with maintenance requests, water conservation and resources planning management, inter-agency coordination, implementing grant programs and strategic planning, responding to customer service requests, and delivering the design and construction of Water’s CIP. When Vallejo's drinking water functions were transitioned into a standalone department, the need to tackle the aging infrastructure was identified as a top priority. A long-term financial plan was prepared, a new rate plan was unanimously approved by Council after an 18-month process of robust community engagement, with direction from the City Council Ad Hoc Water Rate Committee. The financial plan included a projected $27M bond issuance. The Bond Issuance was proposed due to the extensive maintenance, rehabilitation, and replacement needs of the City’s aging drinking water infrastructure. In December 2020, after delays resulting from the pandemic, the City Council approved the Bond Issuance, wherein Water staff had identified Date: March 22, 2022
Subject: ADOPT RESOLUTION APPROVING AN ON-CALL CONSULTANT AND PROFESSIONAL

SERVICES AGREEMENT AND A DESIGN PROFESSIONAL SERVICES AGREEMENT WITH HYDROSCIENCE ENGINEERS, INC. FOR WATER ENGINEERING SERVICES

AND DESIGN SERVICES AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME IN A TOTAL AMOUNT NOT-TO-EXCEED $2 MILLION AND LIMITED TO $500,000 PER YEAR FOR FOUR YEARS AS PART OF THE CITY’S PROGRAM FOR

UPGRADING AND REPLACING OUTDATED CITY WATER INFRASTRUCTURE

a total of fifty-five (55) projects.

Thirty-five (35) of those projects are identified in the published Vallejo FY 2020-21 CIP Budget book. While at the time the Bond proposal anticipated an issuance of $27M, due to record-setting low interest rates at the time of the bond sale (January 2021), the annual projected debt service funded an issuance of $52M, an addition of $25M dollars earmarked for investment in the drinking water system infrastructure for the long term benefit of system reliability for customers. Specialized design and consultant work is a prerequisite to developing the scope and framework for the resulting construction projects. The Bond Issuance requires a minimum of 80% of bond funds be spent within three (3) years. Current staffing levels in Water Engineering are not sufficient to support this requirement while managing the existing workload.

In order to meet the current and anticipated needs for the Water Department’s Capital Improvement Projects which will be funded through the Bond Issuance, as well as emerging critical maintenance needs, City staff issued a Request for Qualifications (RFQ) asking that qualified consultants submit a Statement of Qualifications (SOQ) demonstrating their ability to perform the following services as related specifically to the Water industry in the following major categories:
 Program/Project Management
 Pipeline Design
 Pump Station and Tank Studies, Assessments, and Design  Water Treatment Plant Studies, Assessments, and Design  Earthen Dams and Associated Geotechnical and Structural Engineering  Hydrology Evaluations
 Water Distribution System Hydraulic Modeling
 Electrical Engineering
 Water Resources Management
 Environmental Permitting, CEQA and Restoration
 Construction Management
 Telecommunication Services
The RFQ for On-Call Water Engineering Consulting was released on July 12, 2021. Twentythree proposals were submitted by the due date of August 9, 2021. Staff reviewed the SOQs and ranked each firm by scoring them based on the following criteria as listed in the RFQ:
 Firm’s relevant experience and familiarity with issues applicable to the City’s needs. (50%)  Qualifications of the firm and assigned individuals. (25%)  Fee structure and cost-effectiveness of the consultants. (15%)  Reference checks. (10%)
Date: March 22, 2022
Subject: ADOPT RESOLUTION APPROVING AN ON-CALL CONSULTANT AND PROFESSIONAL

SERVICES AGREEMENT AND A DESIGN PROFESSIONAL SERVICES AGREEMENT WITH HYDROSCIENCE ENGINEERS, INC. FOR WATER ENGINEERING SERVICES

AND DESIGN SERVICES AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME IN A TOTAL AMOUNT NOT-TO-EXCEED $2 MILLION AND LIMITED TO $500,000 PER YEAR FOR FOUR YEARS AS PART OF THE CITY’S PROGRAM FOR

UPGRADING AND REPLACING OUTDATED CITY WATER INFRASTRUCTURE

Due to the extensive responsibilities of the Water Department Engineering team and bond obligations, the firms represented by each of the contracts included with this staff report were selected to best meet those needs. These firms possess various requested areas of expertise as set forth in each contract, have recent experience handling on-call services for municipalities, are available to commence services immediately, and have resources and staffing to complete assignments on a timely basis.

Each of the firms have been notified that they are being recommended for agreements in an amount not to exceed $500,000 annually over the initial four-year term of the contract. The specific scope of services, schedule, and cost of work will be defined on a statement of work basis. The statement of work will be signed by the Water Director and the consulting firm prior to beginning work.

HydroScience Engineers Inc., proposed in the areas of Pipelines; Pump Stations and Tanks; and Electrical Engineering; Water Distribution System Hydraulic Modeling and Water Resources Management and will be awarded both a Design Professional Agreement and a Consultant and Professional Agreement. A Design Professional Agreement is an agreement for consultants to provide the design and specifications required for a capital project. A Consultant and Professional Agreement covers a similar range of consulting services, such as guidance, plan review, feasibility studies, and planning studies. However, it does not include design criteria.

Staff recommends authorizing the City Manager to execute agreements with HydroScience Engineers, Inc.

This action will authorize the City Manager to execute agreements that will establish a pool of professional consultants under contract with the City through June 30, 2026, with an option to extend agreements for one year.

FISCAL IMPACT
This proposed action will not have any direct impact on the General Fund. Funds to pay each firm for asneeded consultant services in an amount not to exceed $500,000 annually over the initial four-year term contract will come from existing (and future) capital improvement project budgets within the Water Enterprise Fund based on allocated bond funding. The contracts also include a potential one-year extension in a not-toexceed amount of $500,000.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. Resolution Awarding On-Call Contracts_HydroScience

2. HydroScience_Design Professional Services Agreement_Complete (1)

3. HydroScience_Consultant & Professional Services Agreement_Complete (1) Date: March 22, 2022
Subject: ADOPT RESOLUTION APPROVING AN ON-CALL CONSULTANT AND PROFESSIONAL

SERVICES AGREEMENT AND A DESIGN PROFESSIONAL SERVICES AGREEMENT WITH HYDROSCIENCE ENGINEERS, INC. FOR WATER ENGINEERING SERVICES

AND DESIGN SERVICES AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME IN A TOTAL AMOUNT NOT-TO-EXCEED $2 MILLION AND LIMITED TO $500,000 PER YEAR FOR FOUR YEARS AS PART OF THE CITY’S PROGRAM FOR

UPGRADING AND REPLACING OUTDATED CITY WATER INFRASTRUCTURE

CONTACT
Beth Schoenberger, Acting Water Director (707) 648-5439 [email protected]
Kent Carothers, P.E. Water Engineering Manager (707) 648-4309 [email protected]
Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO. 22- _____ N.C.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

APPROVING AND AWARDING A DESIGN PROFESSIONAL AGREEMENT AND ON-CALL

CONSULTANT AND PROFESSIONAL SERVICES CONTRACT TO HYDROSCIENCE ENGINEERS, INC. FOR WATER ENGINEERING CONSULTING AND DESIGN SERVICES

AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME
WHEREAS, the Water Department recently updated its FY2021-2022 Capital Improvement Program (CIP) to incorporate a portion of $52 million in proceeds received in February 2021 from a Bond Issuance and is now embarking on an aggressive program to update its infrastructure; and
WHEREAS, the City of Vallejo Water Department Engineering division current staffing level is not sufficient to support the design and implementation of the current CIP, requiring outside consultants to provide technical expertise on a range of disciplines necessary to complete bondfunded CIP projects; and WHEREAS, the City of Vallejo Water Department Engineering Division requires a broad spectrum of consultant expertise, experience, and support to implement the purpose and required timeframe for implementation of the bond funded projects on top of their existing engineering duties in the Department; and
WHEREAS, on July 12th, 2021, the City of Vallejo Water Department published the Request for Qualification for On-Call Water Engineering Consulting Services requesting qualifications that could cover twelve water engineering specific disciplines in order to create a readily-available pre-screened group of qualified consultants to be deployed as-needed to a wide range of technical specialties necessary to successfully complete the bond-funded CIP projects in a timely and high quality manner; and
WHEREAS, twenty-three proposals were received from the following consulting firms: 4Leaf, Balance Hydrologics, BKF Engineers, Carollo Engineers, Consolidated CM, Dewbery, EKI, FreyerLaureta, GEI Consultants, GHD, HDR, HydroScience, Interwest, Lee and Ro, NCE, NexGen, Park Engineering, Sandis, Schaaf & Wheeler, Sequoia, West Yost, WRA and Zanjero/Tully & Young.

WHEREAS, the City of Vallejo Water Department created a selection panel consisting of licensed engineers and qualified project management professionals. Each proposal was given a score based on the demonstrated understanding of the services requested, the firm’s relevant experience and familiarity with issues applicable to the project, the qualifications of the firm and assigned individuals, the acceptability and scope of service capabilities, and the fee structure; and
WHEREAS, seventeen consultants were selected to provide a minimum of two consultants per discipline to cover all twelve disciplines with the intent to obtain expertise within the industry and competitive pricing within each discipline; and
WHEREAS, HydroScience Engineers, Inc. is included in this resolution to provide Pipelines; Pump Stations and Tanks; and Electrical Engineering; Water Distribution System Hydraulic Modeling and Water Resources Management; and
WHEREAS, two types of contracts can be awarded, a Design Professional Services contract and a Consultant and Professional Services Agreement; and WHEREAS, each contract awarded is not to exceed $500,000 annually for four years and includes the option to extend for up to one year; and
WHEREAS, a total of two contracts are included in this resolution; and WHEREAS, the City’s Water Department has sufficient money in its Water Enterprise Funds to pay for this work.

NOW, THEREFORE BE IT RESOLVED that the Council hereby approves contracts between the City of Vallejo and HydroScience Engineers, Inc. in an amount not to exceed $500,000 per year for four years with an option to extend for an additional year at $500,000, to be paid from the Water Department’s Water Enterprise Funds and authorizes the City Manager to execute same.

Adopted by the City Council of the City of Vallejo at a regular meeting held on March 22, 2022, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________________

ROBERT MCCONNELL, MAYOR
ATTEST:
______________________________________
DAWN G. ABRAHAMSON, CITY CLERK
Design Professional Services Agreement (Revised 01.2019) Page 1 of 11 Approved as to form:

By: for
Veronica Nebb, City Attorney

DESIGN PROFESSIONAL SERVICES AGREEMENT
This Design Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 22nd day of March, 2022, by and between the City of Vallejo, a municipal corporation ("City"), and HydroScience Engineers, Inc., a California corporation, hereinafter referred to as Design Professional, who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Design Professional shall provide the City professional services as specified in Exhibit A, entitled “Scope of Work.”

2. Payment. City shall pay Design Professional for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B, entitled “Compensation.” The payments specified in Exhibit B shall be the only payments to be made to Design Professional for services rendered pursuant to this Agreement.

3. Facilities and Equipment. Design Professional shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.

4. Indemnification. To the fullest extent permitted by law, Design Professional shall hold harmless, defend (with independent counsel approved by City) and indemnify City and its officers, employees and volunteers from and against all claims, damages, losses, penalties, fines and judgments and expenses and defense costs, including but not limited to attorney fees, court costs, associated investigation and administrative expenses, regardless of the nature or type arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Design Professional, or the acts or omissions of an employee, agent or subcontractor of the Design Professional, except where caused by the active negligence, sole negligence, or willful misconduct of City. In no event shall the cost to defend charged to the design professional exceed the design professional’s proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the design professional shall meet and confer with other parties regarding unpaid defense costs. The provisions of this section pertaining to the duty and cost to defend shall not apply to either of the following: 1) Any contract for design professional services, or amendments thereto, where a project-specific general liability policy insures all project participants for general liability exposures on a primary basis and also Design Professional Services Agreement (Revised 01.2019) Page 2 of 11 covers all design professionals for their legal liability arising out of their professional services on a primary basis, 2) A design professional who is a party to a written design-build joint venture agreement.

The provisions of this Section are not limited by the insurance provisions of this Agreement.

The provisions of this section shall survive the completion of the services, expiration or termination of this Agreement.

5. Insurance Requirements. Design Professional agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled “Insurance Requirements for Design Professional.” Failure to maintain required insurance at all times shall constitute a default and material breach.

6. Accident Reports. Design Professional shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and shall include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses and telephone numbers of any known witnesses, (c) the date, time and description of the accident or other occurrence.

7. Conflict of Interest. Design Professional warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Design Professional’s family, business, real property or financial interests and the services to be provided under this Agreement. Design Professional shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Design Professional’s family, business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Design Professional shall disclose such conflict in writing to City.

Every individual who performs services on behalf of Design Professional pursuant to this Agreement must file a full Statement of Economic Interests (also known as Form 700) with the City Clerk if the work of the individual involves making a governmental decision whether to issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; authorizes the City to enter into, modify, or renew a contract; grants City approval of specifications for a contract; adopts or approves for the City any policy, standard or guideline; lobbies on behalf of the City, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code.

8. Independent Contractor. Design Professional is an independent contractor. Neither Design Professional nor any of Design Professional’s officers, employees, agents or subcontractors, if any, is an employee of City by virtue of Design Professional Services Agreement (Revised 01.2019) Page 3 of 11 this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Design Professional only insofar as the results of Design Professional’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Design Professional accomplishes services pursuant to this Agreement.

9. Licences, Permits, Etc. Design Professional represents and warrants to City that all design professional services shall be provided by a person or persons duly licensed by the State of California to provide the type of services to be performed under this Agreement and that Design Professional has all the permits, qualifications and approvals of whatsoever nature which are legally required for Design Professional to practice its profession. Design Professional represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Design Professional to practice its profession.

10. Business License. Design Professional and its subcontractors, has obtained or agrees to apply prior to performing any services under this Agreement to City’s Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement.

The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Design Professional until such business license(s) has been obtained.

11. Standard of Performance. Design Professional shall provide products and perform all services required pursuant to this Agreement in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by members of Design Professional’s profession currently practicing in California.

Design Professional is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation site conditions, as well as all areas appurtenant to the site, existing facilities, seismic, geologic, soils, hydrologic, geographic, climatic conditions, applicable federal, state, and local laws and regulations, and all other contingencies or design considerations. Data, calculations, opinions, reports, investigations, and other similar information provided by City relating to site, local, or other conditions is not warranted or guaranteed, either expressly or implied, by City.

Design Professional’s responsibilities under this section shall not be delegated.

Design Professional shall be responsible to City for acts, errors, or omissions of Design Professional’s subcontractors.

Design Professional shall prepare plans, specifications, reports, and/or other work products in such a way that amendments or change orders to the agreement Design Professional Services Agreement (Revised 01.2019) Page 4 of 11 between City and its construction contractor will not be necessary, except for unforeseeable circumstances. As used herein, “unforeseeable circumstances” shall mean facts or inferences from those facts that could not be ascertained by a combination of reasonable site inspection during the preparation of the plans and specifications by Design Professional and the reasonable application to such inspection of expertise consistent with the level of care and skill ordinarily exercised under similar conditions by a members of Design Professional‘s profession currently practicing in California.

Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Design Professional is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Design Professional of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Design Professional.

12. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by any cause, or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

In the event that the Design Professional is unable to meet the completion date or schedule of services, Design Professional shall immediately inform the City Representative of this in writing. If additional time is required to perform the work, the City Representative may adjust the schedule.

13. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

14. Personnel. Design Professional agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement.

The payment made to Design Professional pursuant to this Agreement shall be the full and complete compensation to which Design Professional and Design Professional’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Design Professional nor Design Professional’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Design Professional Services Agreement (Revised 01.2019) Page 5 of 11 Design Professional. The City shall not be required to pay any workers' compensation insurance on behalf of Design Professional.

Design Professional shall pay, when and as due, any and all taxes incurred as a result of Design Professional’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

Design Professional shall comply with all provisions of California laws dealing with prevailing wages, apprentices, and hours of work. Design Professional shall also comply with provisions of Labor Code section 1720 as applicable. A copy of the prevailing wage rates is available for review upon request by Design Professional to the City Representative. This provision applies only to the following portions of the scope of work:

15. Design Professional Not Agent. Except as authorized under this Agreement or as City may authorize in a letter of authorization signed by the City Manager or his or her designee, Design Professional shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent.

Design Professional shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

16. Term. The term of this Agreement shall commence on March 8, 2022, and shall continue in full force and effect until June 30, 2026.

City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of one year, by written notice to Design Professional. The total duration of this Agreement, including the exercise of any options under this section, shall not exceed June 30, 2027.

If the term of this Agreement extends into fiscal years subsequent to that in which it is approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo.

If funds to effect such continued payment are not appropriated, Design Professional agrees to terminate any services supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

17. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Design Professional. Upon receipt of a notice of termination, Design Professional shall perform no further work except as specified in the notice. Before the date of termination, Design Professional shall deliver to City all City records and documents, all work products, whether completed or not, as of the date of termination and not otherwise previously delivered.

The City shall pay Design Professional for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment Design Professional Services Agreement (Revised 01.2019) Page 6 of 11 of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Design Professional for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Design Professional for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.

18. Products of Consulting Services. The work product, including without limitation, all writings, work sheets, reports, recordings, drawings, files, detailed calculations and other work products, whether complete or incomplete, of Design Professional resulting from services rendered pursuant to this Agreement, shall become the property of City. Design Professional agrees that all copyrights which arise from creation of the work under this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Design Professional makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

Documents submitted to the City in electronic format shall be formatted according to specifications provided by the City, or if not otherwise specified, in Microsoft Word, Excel, PowerPoint or other Microsoft Office Suite (2002) format as appropriate for the particular work product or, if directed by the City Representative in Adobe Acrobat PDF format.

19. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Design Professional in the performance of Design Professional’s services hereunder.

20. Assignment and Subcontracting. Design Professional shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance. Any attempted or purported assignment of any right, duty or obligation under this Agreement without City’s consent shall be void and of no effect.

If subcontracting of work is permitted, Design Professional shall pay its subcontractor within ten (10) days of receipt of payment by City for work performed by a subcontractor and billed by the Design Professional. Use of the term subcontractor in any other provision of this contract shall not be construed to imply authorization for Design Professional to use subcontractors for performance of any service under this Agreement.

Design Professional Services Agreement (Revised 01.2019) Page 7 of 11 The City is an intended beneficiary of any work performed by Design Professional’s subcontractor for purposes of establishing a duty of care between the subcontractor and City.

21. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.

22. Non-Discrimination/Fair Employment Practices.
(a) Design Professional shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from employment, or to discriminate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal treatment with respect to compensation, terms, conditions or other privileges of employment, without regard to his race, religious creed, color, sex, national origin or ancestry.

Design Professional warrants and represents it is an equal opportunity employer and agrees it shall not discriminate on the basis of race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual orientation in the selection and retention of employees, subcontractors or procurement of materials or equipment.

In all solicitations either by competitive bidding or negotiations made by Design Professional for work to be performed under any subcontract, including procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Design Professional of Design Professional’s obligation under this Agreement relative to nondiscrimination and fair employment practices.

Design Professional shall include the above provisions of this section in every subcontract, including procurement of materials or equipment. (b) Design Professional agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

23. Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United States Post Office, registered or certified mail, postage prepaid, addressed to:

Design Professional Services Agreement (Revised 01.2019) Page 8 of 11 If to City: Beth Schoenberger, Acting Water Director
City of Vallejo, Water Department
202 Fleming Hill Road
Vallejo, CA 94589
If to Design Professional: Mary Hoang, PE, Principal
HydroScience Engineers, Inc.
741 Allston Way
Berkeley, CA 94710
Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

Routine administrative communications shall be made pursuant to section 1 of Exhibit A.

24. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.

25. Severability Clause. Should any provision of this Agreement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

26. Law Governing. This Agreement shall in all respects be governed by the law of the State of California, without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

27. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

28. Ambiguity. The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof.

29. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.

Design Professional Services Agreement (Revised 01.2019) Page 9 of 11

30. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

31. Compliance with Laws. Design Professional will comply with all statutes, regulations and ordinances in the performance of all services under this Agreement.

32. Confidentiality of City Information. During the performance of services under this Agreement, Design Professional may gain access to and use City information regarding, but not limited to, procedures, policies, training, operational practices, and other vital information (hereafter collectively referred to as "City Information") which are valuable, special and unique assets of the City. Design Professional agrees that it will not use any information obtained as a consequence of the performance of services under this Agreement for any purpose other than fulfillment of Design Professional’s scope of work , to protect all City Information and treat it as strictly confidential and proprietary to City, and that it will not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party, other than its own employees, agents or subcontractors who have a need for the City Information for the performance of services under this Agreement, without the prior written consent of City, or as required by law.

Design Professional shall treat all records and work product prepared or maintained by Design Professional in the performance of this Agreement as confidential.

A violation by Design Professional of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.

Design Professional’s obligations under this section shall survive the completion of services, expiration or termination of this Agreement.

33. News and Information Release. Design Professional agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.

34. City Representative. The City Representative specified in Exhibit A, or the representative's designee, shall administer this Agreement for the City.

35. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

Design Professional Services Agreement (Revised 01.2019) Page 10 of 11

36. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or emailed by PDF or otherwise.

Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement. The failure to send an original shall not affect the binding nature of this Agreement.

37. Authority. The person signing this Agreement for Design Professional hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Design Professional.

38. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments [SIGNATURES ON FOLLOWING PAGE]
Design Professional Services Agreement (Revised 01.2019) Page 11 of 11 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

HYDROSCIENCE ENGINEERS, INC.,
a California corporation
By:

Mary Hoang, P.E.

Principal
DATE:
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By:

MIKE MALONE
Interim City Manager
DATE:

ATTEST:

By:

Dawn Abrahamson
City Clerk
APPROVED AS TO CONTENT:

Beth Schoenberger
Acting Water Director
APPROVED AS TO FORM:

For
Veronica A. F. Nebb
City Attorney
APPROVED AS TO INSURANCE:

Armond Sarkis
Risk Manager
Design Professional Services Agreement (Revised 01.2019) Page 1 of 2 Exhibit A

SCOPE OF WORK

1. Representatives.

The City Representative for this Agreement is:

Matt Brown, P.E., Senior Engineer
Water Department, City of Vallejo
202 Fleming Hill Road
Vallejo, CA 94589
[email protected]
The Design Professional’s Representative for this Agreement is:

Mary Hoang, PE, Principal
HydroScience Engineers, Inc.
741 Allston Way
Berkeley, CA 94710
[email protected]
All routine administrative communications between the parties will be between the above-named representatives and may be by personal delivery, mail, or electronic mail as agreed between the Design Professional Representative and City’s Representative.

2. Services to be Provided. The Design Professional will provide as-needed services for City of Vallejo Water Department projects as assigned by Water Department staff, in written Statements of Work, executed by Design Professional before commencement of work on the project. At the discretion of Water Department staff, and considering the capabilities of Design Professional, assignments shall be given to Design Professional in Pipelines; Pump Stations and Tanks; and Electrical Engineering, as more fully set forth in Attachment 1 to Exhibit A, which is incorporated herein by this reference. City shall have no obligation to pay Design Professional for any work performed by Design Professional that is not set forth in this Agreement or in a Statement of Work.

3. Time for Performance. Design Professional will perform services according to the schedule negotiated for each Statement of Work. If the schedule calls for the services to be performed in phases or discrete increments, Design Professional shall not proceed from one phase or increment to the next without written authorization from the City’s Representative. Design Professional will complete all services for any Statement of Work by the agreed upon date set forth in the Statement of Work.

4. Key Personnel. All of the individuals identified below are necessary for the successful prosecution of the services due to their unique expertise and depth and Design Professional Services Agreement (Revised 01.2019) Page 2 of 2 Exhibit A
breadth of experience. There shall be no change in the personnel listed below, without written approval of the City Representative. Design Professional recognizes that the composition of this team was instrumental in the City’s decision to award the work to Design Professional and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Design Professional’s obligations under this Agreement and shall be grounds for termination.

Key personnel will be as identified in individual Statements of Work.

In mid-2021, the City expects to begin executing a prioritized list of projects identified in its Capital Improvement Program (CIP) that will require immediate resources using several On-call Consultants. These projects will be varied and will require consulting firms with diverse and specialized skill sets. Other services, such as conceptual-level studies, may be needed to support executable design of the CIP. The anticipated service categories are listed below.

1. PROGRAM/PROJECT MANAGEMENT
Consultant will serve as an extension of staff and may provide overall program and project management for projects. Familiarity with Caltrans Projects and their Right of Way (ROW) Manual may be beneficial. The Consultant will schedule and conduct remote project meetings with staff and may be required to work at least two (2) days a week in the Water Department Engineering office located at 202 Fleming Hill Road, Vallejo, California, under COVID-19 provisions for Solano County.

Potential projects include:
• Overseeing another consultant preparing the design of a large diameter pipeline in an area outside the City requiring coordination with Napa County. • Review of developer plans as part of the developer review process. • Assistance with developing project schedules and budgeting for CIP projects.
• Assist with the planning and implementation of a Water Exchange Policy and/or water supply agreements with neighboring municipalities. • Managing implementation of replacement of water meters across the service area.
• Management and tracking expenditures for numerous on-call consulting and contractor contracts.

2. PIPELINES
Consultant will have demonstrated capability and experience in design of new pipelines, which may include alignment studies, profile and plan drawings, hydraulic gradient drawings, selection and sizing of pipe, linings, coatings, fittings, valves, blow off vaults, air release vaults, corrosion protection methods, startup and shut down procedures, and trenchless installation methods including sliplining. Familiarity with Caltrans Projects and their Right of Way (ROW) Manual may be beneficial.

Potential projects include:
• Design of a large diameter raw water pipeline in an area outside the City requiring coordination with Napa County.

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ATTACHMENT 1 TO EXHIBIT A
• Design of the City's annual distribution main replacement projects. • Development of a water main prioritization list based on leak data, pipe characteristics and the City's pavement program.
• Design of the slip-lining of a 24-inch pipe with a 10-inch pipe within a Caltrans right-of-way.
• Management of potholing to locate utilities for a pipeline design project.

3. PUMP STATIONS AND TANKS
Consultant will have demonstrated capability and experience in performing feasibility studies, condition assessments, and design for upgrading existing and designing new pump stations and tanks. Tasks may include pump/motor sizing and selection, pipe sizing, hydraulic surge analysis, selection and sizing of valves, instrumentation and controls, pipe supports, site studies, electrical power requirements, etc.

Potential projects include:
• Design of a new pump station to replace a below-grade pump station in a busy street.
• Condition assessment of a hydropneumatic pump station and tank, and preparation of a report with recommended upgrades.
• Design of a series of 5-6 MG tanks to replace a 37 MG concrete lined reservoir.
• Preparation of specifications and obtaining quotes to replace pumps in kind at a pump station.
• The design and implementation of SCADA upgrades and integration with existing SCADA network.

4. WATER TREATMENT PLANTS
Consultant will have demonstrated capability and experience in water treatment plant processes and facilities. Consultant may perform feasibility studies, preliminary design, detailed design, and startup services for new or upgraded water treatment facilities; perform comparative analysis of treatment methods, including operational impacts, initial cost, life cycle cost, effectiveness of meeting treatment goals; plant siting studies; plant hydraulics; Supervisory Control and Data Acquisition (SCADA) requirements; and other requirements. Consultant may assist the Water Department in interactions and negotiations with the Department of Drinking Water (DDW) regarding design review and permit revisions for new or upgraded treatment facilities.

Consultant may be required to optimize existing water treatment plant processes, review standard operating procedures, and recommend changes, evaluate process/equipment requirements ahead of water source/quality changes, be V:\OWater\On-Call Consulting.Docx
familiar with existing and proposed water quality regulations and understand the impacts to the treatment plant processes.

Potential upcoming projects include:
• Design of a new 5 MGD water treatment plant featuring ozone, plate settling actiflow or Ml EX technologies.
• Design of replacement of flocculation and sedimentation equipment. • Condition assessment and design of the rehabilitation of chemical feed systems.
• The design and implementation of SCADA upgrades and integration with existing SCADA network.

5. EARTHEN DAMS AND ASSOCIATED GEOTECHNICAL AND STRUCTURAL

ENGINEERING
Consultant will have demonstrated capability and experience studying and designing improvements for earthen dams and their associated infrastructure such as spillways, fish releases and outlets. Consultant may be required to inspect dams and all appurtenant structures, including spillways and outlet towers, and be capable of evaluating deficiencies and the degree of hazard associates with the deficiencies, and to provide demonstrated experience in designing repairs to address such deficiencies. Consultant will demonstrate experience in the permitting and construction of dams, as well as the demolition of dams and/or related structures, and the development, design, and operation of pumped storage systems. Consultant will have experience with the regulatory agencies that govern dams, particularly the DSOD.

Consultant may perform geotechnical studies, as needed, to support other elements of the CIP (e.g., seismic evaluation or pipeline alignments).

Consultant may perform site investigations to gather data, take samples and measurements, and generally collect the information necessary to perform a structural analysis and evaluation of concrete foundations, tank and reservoir walls, pipe penetrations, all types of pipe, equipment supports, including the analysis of induced vibrations; perform the seismic analysis of such structures, including dams and related structures/appurtenances. Consultant will be capable of performing structural design for upgraded dam facilities.

Potential upcoming projects include:
• Alternatives analysis and cost estimates for raising an earthen dam. • Design of a new concrete lined spillway.
• Assessment and seismic upgrade design for an earthen dam. • Development of a program for landslide monitoring.
• Geotechnical study for a new water tank.

V;\OWater\On-Call Consulting.Docx

6. HYDROLOGY EVALUATIONS
Consultant will have demonstrated past successful experience in performing hydrologic evaluations, primarily to support the DOSD permitting and compliance.

Potential projects include:
• Preparation of inundation studies.
• Spillway modeling and sizing.
• Bathymetric studies to assess the available storage in a reservoir (lake) under different climactic conditions.

7. WATER DISTRIBUTION SYSTEM HYDRAULIC MODELING
Consultant will have successful experience in development and use of hydraulic models of water distribution systems. The City anticipates updating and converting our Geographic Information System (GIS) into a new hydraulic model. The new model will need to be calibrated and used to develop a new Water Master Plan as well as run various theoretical scenarios as part of the planning process for various projects.

Consultant will be capable of analyzing hydraulic systems such as transmission pipelines (i.e., raw water pipelines); treated water distribution systems such as pressure zones with pressure regulating valves, pump stations, tanks, and hydropneumatic zones; pump suction and discharge piping, treatment plant filter gallery piping, treatment plant hydraulics, and may prepare reports as needed to summarize and make recommendations. Consultant will have experience preparing master plans and capital improvement plans (annual budgeting) based on the hydraulic model output for water systems of a similar size.

Potential projects include:
• Fixing connectivity issues of the pipeline network in GIS and assessing SCADA data for importing into a hydraulic model.

Creation of a new hydraulic model for the City system.

Extended period Simulation (EPS) and static calibration of a hydraulic model
Performing fire flow testing.

Using the hydraulic model to prepare a Water Master Plan with recommended pipeline, pressure zone, and storage improvements.

Assessment of the sizing of new facilities (pipes, tanks, pump stations) to connect a new development to the system.

Assessment of downsizing a 37 MG reservoir to a series of 5-6 MG reservoirs.

V;\OWater\On-Call Consulting.Docx 10

8. ELECTRICAL ENGINEERING
Consultant will be experienced in the design of both high and low voltage electrical power systems for water pump stations, water treatment plants; design of stationary and portable electric generator connections, integration of new equipment with existing facilities, work with PG&E on the City's behalf to prepare applications for new service, review code requirements as applicable, perform arc flash studies, develop single-line diagrams and other drawings as needed. Perform on-site startup activities, including oversight of functional and performance testing.

Potential projects include:

Arc flash studies at all the City's pump stations.

Assessment and replacement of constant speed drives with variable speed drives.

Condition assessments of electrical equipment at a water treatment plant.

Design of a permanent backup generator for a 10 MOD pump station.

Condition assessment, bidding and construction oversight of safety upgrades to a high voltage substation.

The design and implementation of remote operation and monitoring equipment and control protocols for existing valves.

Renovation of existing and design and install of new solar powered equipment.

Provide resiliency studies of existing facilities and to provide recommendations and design projects to enable continued operations during PSPS events.

9. WATER RESOURCES MANAGMENT
Consultant will have past successful experience in performing water resources management including evaluations to demonstrate available water supplies are sufficient to support proposed new developments or respond to drought conditions.

Consultant will be familiar with the North Bay Aqueduct and other state and federal water supplies and water rights, climate change impact projections, water demand projections, urban water management planning (UWMP), water exchange policy development, and water conservation.

Potential projects include:
• Preparation of a water supply assessment for a new residential development.
• Development of a water supply model to understand projected water supplies from the City's numerous water supply sources. • Develop and implement a sustainable water exchange policy during drought conditions.
• Prepare public outreach for drought policy measures.

V:\OWater\On-Call Consulting.Docx 11
• Coordinate with Regional, State and Federal Regulatory Agencies. • Update to an UWMP.

10. ENVIRONMENTAL PERMITTING, CEQA AND RESTORATION
Consultant will provide demonstrated experience in all aspects of environmental requirements, including National Pollutant Discharge Elimination System (NPDES) requirements. Storm Water Pollution Prevention (SWPP) requirements, environmental permits and the Califomia Environmental Quality Act (CEQA).

Consultant may be required to determine how environmental and CEQA permitting affect projects at each stage and provide guidance and recommendations for balancing design options with any and all regulatory agencies that may have purview over them. Consultant may perform biology, habitat/vegetation and wildlife studies. Consultant may be asked to design creek, habitat or landscape restoration.

Potential projects include:
• CEQA compliance, permitting and restoration for a dam upgrade project. • CEQA compliance, permitting and landscape design for the abandonment of a 16 MG reservoir in a residential neighborhood.
• CEQA compliance and permitting for a new pipeline crossing a creek.

11. CONSTRUCTION MANAGEMENT
Consultant will be competent in the provision of construction management services including conducting meetings, coordinating with design professionals and City staff, managing documentation, managing schedules, performing daily field inspections, and managing conflict resolution. Consultant will be expected to review contractor prevailing wage statements for compliance with Department of Industrial Relations (DIR) requirements. Materials testing is to be performed by others.

Potential projects include:
• Construction management for a new water tank or pump station. • Review of prevailing wage statements for the City's annual main replacement program.
• Construction management for construction of a new dam spillway. • Construction management of raw water transmission line replacements. • Construction management of treatment plant upgrades for flocculation, filter media, ozone generation, chemical storage facilities, and solar power upgrades.

V:\OWater\On-Call Consulting.Docx 12

12. TELECOMMUNICATION SERVICES
Consultant will perform analysis of antenna, microwave and communication systems and provide analysis of radiation patterns, antenna gain and efficiency for communication systems and integration of AMI metering devices for data collection and billing applications. Consultant will also provide analysis for communication tower design including monopole solutions for communication of data between facilities.

V:\OWater\On-Call Consulting.Docx 13
Design Professional Services Agreement (Revised 01.2019) Page 1 of 3 Exhibit B

EXHIBIT B

COMPENSATION

1. Design Professional’s Compensation.

A. Services: City agrees to pay Design Professional, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed Two Million Dollars and 00 Cents as set forth below:

FISCAL YEAR NOT TO EXCEED AMOUNT
FY22 $500,000
FY23 $500,000
FY24 $500,000
FY25 $500,000
Design Professional shall notify City in writing no later than thirty (30) days prior to the estimated date when Design Professional will have billed City the maximum payment amount permitted under this Agreement, and Design Professional shall provide City with an estimate of the additional compensation required to complete the project.

City agrees to pay Design Professional for those services set forth in Exhibit A of this Agreement (identified by Statements of Work) and for all authorized reimbursable expenses upon satisfactory completion of the services and delivery of the work product.

B. Additional Services:

1. Additional Services are those services related to the scope of Services of Design Professional as set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other Design Professionals to perform said Additional Services.

2. Design Professional’s compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees' appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises.

Where a fixed fee for Additional Services is established by mutual Agreement between City and Design Professional, compensation to Design Professional shall not exceed the fixed fee amount.

Design Professional Services Agreement (Revised 01.2019) Page 2 of 3 Exhibit B

2. Appropriate Billable Hourly Rates for Services and Additional Services. Design Professional’s billable hourly rates shall be as listed in Attachment 1 of Exhibit B, attached hereto and incorporated herein by this reference.

3. Design Professional’s Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Design Professional for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in writing in advance by City.

4. Payments to Design Professional.

A. Payments to Design Professional shall be made within a reasonable time after receipt of Design Professional’s invoice, said payments to be made in proportion to services performed. Design Professional may request payment on a monthly basis. Design Professional shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

B. All invoices submitted by Design Professional shall be (1) billed on a monthto-month basis (i.e., the first of the month through the end of the month), (2) submitted by email to [email protected], and (3) must contain the following information:

1. Description of services billed under the invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

4. City’s Purchase Order Number

5. Statement of Work Number

6. Social Security Number or Taxpayer Identification Number

7. Amount of the Invoice (Itemize all Reimbursable Expenses)

8. Total Billed to Date
C. Items shall be separated into Services and Reimbursable Expenses.

Billings that do not conform to the format outlined above shall be returned to Design Professional for correction. City shall not be responsible for delays in payment to Design Professional resulting from Design Professional’s failure to comply with the invoice format described above.

D. Request for payment shall be sent to:

Matt Brown, P.E., Senior Engineer
Engineering Division
City of Vallejo Water Department
c/o [email protected]
Design Professional Services Agreement (Revised 01.2019) Page 3 of 3 Exhibit B

5. Accounting Records of Design Professional. Design Professional shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Design Professional’s direct salary costs for all Services and Additional Services performed under this Agreement and records of Design Professional’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Design Professional shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty four (24) hours notice.

The obligations of Design Professional under this section shall survive this Agreement.

6. Taxes. Design Professional shall pay, when and as due, any and all taxes incurred as a result of Design Professional’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

7. Taxpayer Identification Number. Design Professional shall provide City with Design Professional’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

City of Vallejo • On-Call Water Engineering Consulting SOQ HydroScience Engineers 11
SECTION 3

FEE SCHEDULE
HYDROSCIENCE ENGINEERS, INC.

Standard Schedule of Estimated Billing Rates
Effective January 1, 2021 through December 31, 2021
Labor Classification 2021 Hourly Rate
Principal $255
Engineer IX $245
Engineer VIII $235
Engineer VII $225
Engineer VI $215
Engineer V $205
Engineer IV $195
Engineer III $185
Engineer II $175
Engineer I $160
Engineering Aide $95
Construction Professional VI $175
Construction Professional V $165
Construction Professional IV $155
Construction Professional III $145
Construction Professional II $135
Construction Professional I $125
Cross Connection Control Specialist $115
CAD Manager $135
CAD Designer $115
Marketing Professional $105
Administrative II $95
Administrative $80
Hourly billing rates include postage and telephone charges that are normal to the work authorized. Other direct costs for travel, reproduction, mail service, outside services, etc. will be invoiced at 110 percent of the actual cost.

Note: Hourly billing rates include postage and telephone charges that are normal to the work authorized.

Other direct costs for travel, reproduction, mail service, outside services, etc. will be invoiced at 110 percent of the actual cost. Rates are subject to a 3% yearly increase. Subconsultants standard billing rates will be made available upon request
ATTACHMENT 1 TO EXHIBIT B
Design Professional Services Agreement (Revised 01.2019) Page 1 of 4 Exhibit C

EXHIBIT C

INSURANCE REQUIREMENTS
Design Professional shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Design Professional, their agents, representatives, or employees or subcontractors. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named Insured; whichever is greater.

No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the Design Professional under this agreement.

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:

A. Insurance Services Office form number GL 0002 covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

B. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 any auto and endorsement CA 0025.

C. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

D. Professional Liability insurance appropriate to the Design Professional’s profession (Errors and Omission).

2. Minimum Limits of Insurance. Design Professional shall maintain limits no less than:

A. General Liability: $5,000,000 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 or the general aggregate limit shall be twice the required occurrence limit.

B. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

Design Professional Services Agreement (Revised 01.2019) Page 2 of 4 Exhibit C
C. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. If Design Professional is not subject to California Workers’ Compensation requirements, Design Professional shall file a completed Request for Waiver of Workers’ Compensation Insurance Form which may be obtained from the City prior to commencing any activity authorized hereunder.

D. Professional Liability (Errors and Omission): Insurance appropriates to the Design Professional’s profession with no less than $3,000,000 per occurrence or claim, $5,000,000 aggregate.

3. Deductible and Self-Insured Retention (SIR). Any deductibles or selfinsured retention must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or selfinsured retention as respects the City of Vallejo, its officers, officials, employees and volunteers; or the Design Professional shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. All SIRs must be disclosed to the City’s Risk Manager for approval and shall not reduce the limits of liability. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named Insured or the City.

4. Other Insurance Provisions.

A. Additional Insured Endorsements: The City of Vallejo, its officers, officials, employees, agents and volunteers are to be covered as Additional Insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Design Professional; products and completed operations of the Design Professional; premises owned, occupied or used by the Design Professional; or automobiles owned, leased hired or borrowed by the Design Professional. Additional Insured endorsements with respect to General Liability, Auto and Umbrella/Excess Insurance shall be attached to the Certificate of Insurance presented to the City.

B. 30 Days’ Notice of Cancellation Endorsements: Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

C. Waiver of Subrogation Rights Endorsement: The workers’ compensation policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Design Professional’s performance Design Professional Services Agreement (Revised 01.2019) Page 3 of 4 Exhibit C
under this Agreement. The waiver of subrogation rights endorsement in favor of the City of Vallejo shall be attached to the Certificate of Insurance.

D. The limits of Insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess Insurance. Any umbrella or excess Insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Vallejo before the City’s own Insurance or self-insurance shall be called upon to protect it as a named insured.

E. The insurance coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, officials, employees, agents or volunteers. For any claims related to this project, the Design Professional's insurance coverage shall be primary insurance as respects the City of Vallejo, its officers, officials, employees, agents, and volunteers. Any insurance or selfinsurance maintained by the City of Vallejo, its officers, officials, employees, agents, or volunteers shall be excess of the Design Professional's insurance and shall not contribute with it.

F. The Design Professional's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

G. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers.

H. The 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.

5. Acceptability of Insurers. The insurance is to be issued by companies licensed to do business in the State of California. The insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

6. Verification of Coverage. Design Professional shall furnish the City with certificates of insurance and original endorsements. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. The City reserves the right to obtain a full certified copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

7. Subcontractors. Design Professional shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

Design Professional Services Agreement (Revised 01.2019) Page 4 of 4 Exhibit C

8. Payment Withhold. City will withhold payments to Design Professional if the certificates of insurance and endorsements required in Paragraph F, above, are canceled or Design Professional otherwise ceases to be insured as required herein.

Tuesday, February 1, 2022 at 16:27:32 Pacific Standard Time

Subject: FW: City of Vallejo - Business License Payment has been received Date: Thursday, December 16, 2021 at 1:06:32 PM Pacific Standard Time From: Jessica Pollack
To: Water Purchasing Support
CC: Rebecca Lane, Mary Hoang
Good aPernoon,
We are in the process of geQng our business license for Vallejo. Below is the email confirmaTon for payment.

Our account number is 11714877. Please let me know if you need anything further from us at this Tme.

Thank you,
Jessica Pollack
MarkeTng Coordinator
HydroScience Engineers
741 Allston Way, Berkeley, CA 94710
p. 510.540.7100 x204| d. 925.232.0807
www.hydroscience.com
From: [email protected] <[email protected]>
Sent: Thursday, December 16, 2021 11:47 AM
To: Hilde Harris <[email protected]>
Subject: City of Vallejo - Business License Payment has been received

HYDROSCIENCE ENGINEERS, INC,
Thank you for submiQng your Business License payment online. A member of our staff will be reviewing your account for any other requirements needed for your business category. If there are no other outstanding issues pending resoluTon, your business license cerTficate will be sent to you via email.

If you have any quesTons or concerns, you may contact our office by phone at (707) 302-6074, or by sending an email to [email protected]. Staff is available to assist you Monday through Friday from 8:00 A.M. to 5:00 P.M. (PST).

Thank you for doing business in the City of Vallejo!
Best Regards,
HdL Business Support Center
City of Vallejo
*Please note that your business license payment will be listed as "HdL Tax Trust" on your bank statement. **The State Disability Access EducaTon Fee is required for all Business License applicaTons and renewals under California Senate Bill 1186. Under federal and state law, compliance with disability access laws is a serious and significant responsibility that applies to all California building owners and tenants with buildings open to the public.

You may obtain informaTon about your legal obligaTons and how to comply with disability access laws at the following agencies: The Division of the State Architect at www.dgs.ca.gov/dsa/home.aspx The Department of RehabilitaTon at www.rehab.cahwnet.gov The California Commission on Disability Access at www.ccda.ca.gov ****************** This is an EXTERNAL EMAIL. Stop and think before clicking links or opening apachments. ******************* Consultant and Professional Services Agreement (Revised 01.2019) Page 1 of 10 Approved as to form:

By: for
Veronica Nebb, City Attorney

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT
This Consultant and Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 22nd day of March, 2022, by and between the City of Vallejo, a municipal corporation ("City"), and HydroScience Engineers, Inc., a California corporation, hereinafter referred to as “Consultant”, who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide the City professional services as specified in Exhibit A, entitled “Scope of Work.”

2. Payment. City shall pay Consultant for services rendered pursuant to this Agreement at the times and in the manner set forth in Exhibit B, entitled “Compensation.” The payments specified in Exhibit B shall be the only payments to be made to Consultant for services rendered pursuant to this Agreement.

3. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.

4. Indemnification. Consultant shall indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney’s fees, consultant’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Consultant’s operations, or any subcontractor’s operations, to be performed under this agreement for Consultant’s or subcontractor’s tort negligence including active or passive, or strict negligence, including but not limited to personal injury including, but not limited to bodily injury, emotional injury, sickness or disease, or death to persons and/or damage to property of anyone, including loss of use thereof, caused or alleged to be caused by any act or omission of Consultant, or any subcontractor, or anyone directly or indirectly employed by any of them or anyone for the full period of time allowed by the law, regardless to any limitation by insurance, with the exception of the sole negligence or willful misconduct of the City.

The provisions of this section shall survive the expiration or termination of this Agreement.

Consultant and Professional Services Agreement (Revised 01.2019) Page 2 of 10

5. Insurance Requirements. Consultant agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled “Insurance Requirements for Consultant.” Failure to maintain required insurance at all times shall constitute a default and material breach.

6. Accident Reports. Consultant shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and shall include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses, and telephone numbers of any known witnesses, (c) the date, time, and description of the accident or other occurrence.

7. Conflict of Interest. Consultant warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Consultant’s family, business, real property or financial interests and the services to be provided under this Agreement. Consultant shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Consultant’s family, business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Consultant shall disclose such conflict in writing to City. Every individual who performs services on behalf of Consultant pursuant to this Agreement must file a full Statement of Economic Interests (also known as Form 700) with the City Clerk if the work of the individual involves making a governmental decision whether to issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; authorizes the City to enter into, modify, or renew a contract; grants City approval of specifications for a contract; adopts or approves for the City any policy, standard or guideline; lobbies on behalf of the City, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code.

8. Independent Contractor. Consultant is an independent contractor. Neither Consultant nor any of Consultant’s officers, employees, agents, or subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Consultant only insofar as the results of Consultant’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services pursuant to this Agreement.

9. Licences, Permits, Etc. Consultant represents and warrants to City that all consultant services shall be provided by a person or persons duly licensed by the State of California to provide the type of services to be performed under this Agreement and that Consultant has all the permits, qualifications and approvals of Consultant and Professional Services Agreement (Revised 01.2019) Page 3 of 10 whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice its profession.

10. Business License. Consultant, and its subcontractors, has obtained or agrees to apply prior to performing any services under this Agreement to City’s Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement. The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Consultant until such business license(s) has been obtained.

11. Standard of Performance. Consultant shall provide products and perform all services required pursuant to this Agreement in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by a member of Consultant’s profession currently practicing in California.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation applicable federal, state, and local laws and regulations, and all other contingencies or considerations.

Consultant’s responsibilities under this section shall not be delegated. Consultant shall be responsible to City for acts, errors, or omissions of Consultant’s subcontractors.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work and shall prepare plans, reports, and/or other work products in such a way that additional costs will not be incurred beyond a project budget approved or amended by the City Manager or his or her designee.

Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Consultant is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Consultant of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Consultant.

Consultant and Professional Services Agreement (Revised 01.2019) Page 4 of 10

12. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by causes or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

In the event that the Consultant is unable to meet the completion date or schedule of services, Consultant shall immediately inform the City Representative of this in writing. If additional time is required to perform the work, the City Representative may adjust the schedule.

13. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

14. Personnel. Consultant agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement.

The payment made to Consultant pursuant to this Agreement shall be the full and complete compensation to which Consultant and Consultant’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Consultant nor Consultant’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Consultant. The City shall not be required to pay any workers' compensation insurance on behalf of Consultant.

Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

15. Consultant Not Agent. Except as authorized under this Agreement or as City may authorize in a letter of authorization signed by the City Manager or his or her designee, Consultant shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

16. Term. The term of this Agreement shall commence on March 22, 2022, and shall continue in full force and effect until June 30, 2026.

City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of one year, by written notice to Consultant. The total duration of this Consultant and Professional Services Agreement (Revised 01.2019) Page 5 of 10 Agreement, including the exercise of any options under this section, shall not exceed June 30, 2027.

If the term of this Agreement extends into fiscal years subsequent to that in which it is approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo.

If funds to effect such continued payment are not appropriated, Consultant agrees to terminate any services supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

17. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Consultant.

Upon receipt of a notice of termination, Consultant shall perform no further work except as specified in the notice. Before the date of termination, Consultant shall deliver to City all City records and documents, all work product, whether completed or not, as of the date of termination and not otherwise previously delivered.

The City shall pay Consultant for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Consultant for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Consultant for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.

18. Products of Consulting Services. The work product, including without limitation, all writings, work sheets, reports, recordings, drawings, files, detailed calculations and other work products, whether complete or incomplete, of Consultant resulting from services rendered pursuant to this Agreement, shall become the property of City. Consultant agrees that all copyrights which arise from creation of the work under this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Consultant makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

Documents submitted to the City in electronic format shall be formatted according to specifications provided by the City, or if not otherwise specified, in Microsoft Word, Excel, PowerPoint or other Microsoft Office Suite (2002) format as Consultant and Professional Services Agreement (Revised 01.2019) Page 6 of 10 appropriate for the particular work product or, if directed by the City Representative in Adobe Acrobat PDF format.

19. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Consultant in the performance of Consultant’s services hereunder.

20. Assignment and Subcontracting. Consultant shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance. Any attempted or purported assignment of any right, duty or obligation under this Agreement without said consent shall be void and of no effect.

If subcontracting of work is permitted, Consultant shall pay its subcontractor within ten (10) days of receipt of payment by City for work performed by a subcontractor and billed by the Consultant. Use of the term subcontractor in any other provision of this contract shall not be construed to imply authorization for Consultant to use subcontractors for performance of any service under this Agreement.

The City is an intended beneficiary of any work performed by Consultant’s subcontractor for purposes of establishing a duty of care between the subcontractor and City.

Any subcontractor or assignee consented to by City shall be bound by all terms and conditions of this agreement and the same shall be incorporated into and made a part of any assignment or subcontractor agreement.

21. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.

22. Non-Discrimination/Fair Employment Practices.
(a) Consultant shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from employment, or to discriminate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal treatment with respect to compensation, terms, conditions or other privileges of employment, without regard to his race, religious creed, color, sex, national origin, ancestry, or disability, medical condition, age, marital status or sexual orientation.

Consultant and Professional Services Agreement (Revised 01.2019) Page 7 of 10 Consultant warrants and represents it is an equal opportunity employer and agrees it shall not discriminate on the basis of race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual orientation in the selection and retention of employees, subcontractors or procurement of materials or equipment.

In all solicitations either by competitive bidding or negotiations made by Consultant for work to be performed under any subcontract, including procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultant’s obligation under this Agreement relative to nondiscrimination and fair employment practices.

Consultant shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.
(b) Consultant agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

23. Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United States Post Office, registered or certified mail, postage prepaid, addressed to:

If to City: Beth Schoenberger, Acting Director
City of Vallejo, Water Department
202 Fleming Hill Road
Vallejo, CA 94589
If to Consultant: Mary Hoang, PE, Principal
HydroScience Engineers, Inc.
741 Allston Way
Berkeley, CA 94710
Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

Routine administrative communications shall be made pursuant to section 1 of Exhibit A.

24. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.

Consultant and Professional Services Agreement (Revised 01.2019) Page 8 of 10

25. Severability Clause. Should any provision of this Agreement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

26. Law Governing. This Agreement shall in all respects be governed by the law of the State of California without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

27. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

28. Ambiguity. The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof.

29. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.

30. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

31. Compliance with Laws. Consultant will comply with all statutes, regulations and ordinances in the performance of all services under this Agreement.

32. Confidentiality of City Information. During the performance of services under this Agreement, Consultant may gain access to and use City information regarding, but not limited to, procedures, policies, training, operational practices, and other vital information (hereafter collectively referred to as "City Information") which are valuable, special and unique assets of the City. Consultant agrees that it will not use any information obtained as a consequence of the performance of services under this Agreement for any purpose other than fulfillment of Consultant’s scope of work , to protect all City Information and treat it as strictly confidential and proprietary to City, and that it will not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party, other than its own employees, agents or subcontractors who have Consultant and Professional Services Agreement (Revised 01.2019) Page 9 of 10 a need for the City Information for the performance of services under this Agreement, without the prior written consent of City, or as required by law.

Consultant shall treat all records and work product prepared or maintained by Consultant in the performance of this Agreement as confidential.

A violation by Consultant of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.

Consultant’s obligations under this section shall survive the completion of services, expiration or termination of this Agreement.

33. News and Information Release. Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.

34. City Representative. The City Representative specified in Exhibit A, or the representative's designee, shall administer this Agreement for the City.

35. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

36. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or e-mailed by PDF or otherwise.

Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement. The failure to send an original shall not affect the binding nature of this Agreement.

37. Authority. The person signing this Agreement for Consultant hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Consultant.

38. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments [SIGNATURES ON FOLLOWING PAGE]
Consultant and Professional Services Agreement (Revised 01.2019) Page 10 of 10 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

HydroScience Engineers, Inc.,
a California corporation
By:

Mary Hoang, P.E.

Principal
DATE:
(City Seal)

CITY OF VALLEJO,
a municipal corporation
By:

Mike Malone
Interim City Manager
DATE:

ATTEST:

By:

Dawn Abrahamson
City Clerk
APPROVED AS TO CONTENT:

Beth Schoenberger
Acting Water Director
APPROVED AS TO FORM:

For
Veronica A. F. Nebb
City Attorney
APPROVED AS TO INSURANCE:

Armond Sarkis
Risk Manager
Consultant and Professional Services Agreement (Revised 01.2019) Page 1 of 2 Exhibit A – Scope of Work

EXHIBIT A

SCOPE OF WORK

1. Representatives. The City Representative for this Agreement is:

Matt Brown, P.E., Senior Engineer
Water Department, City of Vallejo
202 Fleming Hill Road
Vallejo, CA 94589
[email protected]
The Consultant’s Representative for this Agreement is:

Mary Hoang, PE, Principal
HydroScience Engineers, Inc.
741 Allston Way
Berkeley, CA 94710
[email protected]
All routine administrative communications between the parties will be between the above-named representatives and may be by personal delivery, mail, or electronic mail as agreed between the Consultant Representative and City’s Representative.

2. Services to be Provided. The Consultant will provide as-needed services for City of Vallejo Water Department projects as assigned by Water Department staff, in written Statements of Work, executed by Consultant before commencement of work on the project. At the discretion of Water Department staff, and considering the capabilities of Consultant, assignments shall be given to Consultant in Water Distribution System Hydraulic Modeling and Water Resources Management, as more fully set forth in Attachment 1 to Exhibit A, which is incorporated herein by this reference. City shall have no obligation to pay Consultant for any work performed by Consultant that is not set forth in this Agreement or in a Statement of Work.

3. Time for Performance. Consultant will perform services according to the schedule negotiated for each Statement of Work. If the schedule calls for the services to be performed in phases or discrete increments, Consultant shall not proceed from one phase or increment to the next without written authorization from the City’s Representative. Consultant will complete all services for any Statement of Work by the agreed upon date as set forth in the Statement of Work.

4. Key Personnel. All of the individuals identified below are necessary for the successful prosecution of the services due to their unique expertise and depth and breadth of experience. There shall be no change in the personnel listed below, Consultant and Professional Services Agreement (Revised 01.2019) Page 2 of 2 Exhibit A – Scope of Work
without written approval of the City Representative. Consultant recognizes that the composition of this team was instrumental in the City’s decision to award the work to Consultant and that compelling reasons for substituting these individuals must be demonstrated for the City’s consent to be granted. Any substitutes shall be persons of comparable or superior expertise and experience. Failure to comply with the provisions of this section shall constitute a material breach of Consultant’s obligations under this Agreement and shall be grounds for termination.

Key personnel will be as identified in Statements of Work.

In mid-2021, the City expects to begin executing a prioritized list of projects identified in its Capital Improvement Program (CIP) that will require immediate resources using several On-call Consultants. These projects will be varied and will require consulting firms with diverse and specialized skill sets. Other services, such as conceptual-level studies, may be needed to support executable design of the CIP. The anticipated service categories are listed below.

1. PROGRAM/PROJECT MANAGEMENT
Consultant will serve as an extension of staff and may provide overall program and project management for projects. Familiarity with Caltrans Projects and their Right of Way (ROW) Manual may be beneficial. The Consultant will schedule and conduct remote project meetings with staff and may be required to work at least two (2) days a week in the Water Department Engineering office located at 202 Fleming Hill Road, Vallejo, California, under COVID-19 provisions for Solano County.

Potential projects include:
• Overseeing another consultant preparing the design of a large diameter pipeline in an area outside the City requiring coordination with Napa County. • Review of developer plans as part of the developer review process. • Assistance with developing project schedules and budgeting for CIP projects.
• Assist with the planning and implementation of a Water Exchange Policy and/or water supply agreements with neighboring municipalities. • Managing implementation of replacement of water meters across the service area.
• Management and tracking expenditures for numerous on-call consulting and contractor contracts.

2. PIPELINES
Consultant will have demonstrated capability and experience in design of new pipelines, which may include alignment studies, profile and plan drawings, hydraulic gradient drawings, selection and sizing of pipe, linings, coatings, fittings, valves, blow off vaults, air release vaults, corrosion protection methods, startup and shut down procedures, and trenchless installation methods including sliplining. Familiarity with Caltrans Projects and their Right of Way (ROW) Manual may be beneficial.

Potential projects include:
• Design of a large diameter raw water pipeline in an area outside the City requiring coordination with Napa County.

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ATTACHMENT 1 TO EXHIBIT A
• Design of the City's annual distribution main replacement projects. • Development of a water main prioritization list based on leak data, pipe characteristics and the City's pavement program.
• Design of the slip-lining of a 24-inch pipe with a 10-inch pipe within a Caltrans right-of-way.
• Management of potholing to locate utilities for a pipeline design project.

3. PUMP STATIONS AND TANKS
Consultant will have demonstrated capability and experience in performing feasibility studies, condition assessments, and design for upgrading existing and designing new pump stations and tanks. Tasks may include pump/motor sizing and selection, pipe sizing, hydraulic surge analysis, selection and sizing of valves, instrumentation and controls, pipe supports, site studies, electrical power requirements, etc.

Potential projects include:
• Design of a new pump station to replace a below-grade pump station in a busy street.
• Condition assessment of a hydropneumatic pump station and tank, and preparation of a report with recommended upgrades.
• Design of a series of 5-6 MG tanks to replace a 37 MG concrete lined reservoir.
• Preparation of specifications and obtaining quotes to replace pumps in kind at a pump station.
• The design and implementation of SCADA upgrades and integration with existing SCADA network.

4. WATER TREATMENT PLANTS
Consultant will have demonstrated capability and experience in water treatment plant processes and facilities. Consultant may perform feasibility studies, preliminary design, detailed design, and startup services for new or upgraded water treatment facilities; perform comparative analysis of treatment methods, including operational impacts, initial cost, life cycle cost, effectiveness of meeting treatment goals; plant siting studies; plant hydraulics; Supervisory Control and Data Acquisition (SCADA) requirements; and other requirements. Consultant may assist the Water Department in interactions and negotiations with the Department of Drinking Water (DDW) regarding design review and permit revisions for new or upgraded treatment facilities.

Consultant may be required to optimize existing water treatment plant processes, review standard operating procedures, and recommend changes, evaluate process/equipment requirements ahead of water source/quality changes, be V:\OWater\On-Call Consulting.Docx
familiar with existing and proposed water quality regulations and understand the impacts to the treatment plant processes.

Potential upcoming projects include:
• Design of a new 5 MGD water treatment plant featuring ozone, plate settling actiflow or Ml EX technologies.
• Design of replacement of flocculation and sedimentation equipment. • Condition assessment and design of the rehabilitation of chemical feed systems.
• The design and implementation of SCADA upgrades and integration with existing SCADA network.

5. EARTHEN DAMS AND ASSOCIATED GEOTECHNICAL AND STRUCTURAL

ENGINEERING
Consultant will have demonstrated capability and experience studying and designing improvements for earthen dams and their associated infrastructure such as spillways, fish releases and outlets. Consultant may be required to inspect dams and all appurtenant structures, including spillways and outlet towers, and be capable of evaluating deficiencies and the degree of hazard associates with the deficiencies, and to provide demonstrated experience in designing repairs to address such deficiencies. Consultant will demonstrate experience in the permitting and construction of dams, as well as the demolition of dams and/or related structures, and the development, design, and operation of pumped storage systems. Consultant will have experience with the regulatory agencies that govern dams, particularly the DSOD.

Consultant may perform geotechnical studies, as needed, to support other elements of the CIP (e.g., seismic evaluation or pipeline alignments).

Consultant may perform site investigations to gather data, take samples and measurements, and generally collect the information necessary to perform a structural analysis and evaluation of concrete foundations, tank and reservoir walls, pipe penetrations, all types of pipe, equipment supports, including the analysis of induced vibrations; perform the seismic analysis of such structures, including dams and related structures/appurtenances. Consultant will be capable of performing structural design for upgraded dam facilities.

Potential upcoming projects include:
• Alternatives analysis and cost estimates for raising an earthen dam. • Design of a new concrete lined spillway.
• Assessment and seismic upgrade design for an earthen dam. • Development of a program for landslide monitoring.
• Geotechnical study for a new water tank.

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6. HYDROLOGY EVALUATIONS
Consultant will have demonstrated past successful experience in performing hydrologic evaluations, primarily to support the DOSD permitting and compliance.

Potential projects include:
• Preparation of inundation studies.
• Spillway modeling and sizing.
• Bathymetric studies to assess the available storage in a reservoir (lake) under different climactic conditions.

7. WATER DISTRIBUTION SYSTEM HYDRAULIC MODELING
Consultant will have successful experience in development and use of hydraulic models of water distribution systems. The City anticipates updating and converting our Geographic Information System (GIS) into a new hydraulic model. The new model will need to be calibrated and used to develop a new Water Master Plan as well as run various theoretical scenarios as part of the planning process for various projects.

Consultant will be capable of analyzing hydraulic systems such as transmission pipelines (i.e., raw water pipelines); treated water distribution systems such as pressure zones with pressure regulating valves, pump stations, tanks, and hydropneumatic zones; pump suction and discharge piping, treatment plant filter gallery piping, treatment plant hydraulics, and may prepare reports as needed to summarize and make recommendations. Consultant will have experience preparing master plans and capital improvement plans (annual budgeting) based on the hydraulic model output for water systems of a similar size.

Potential projects include:
• Fixing connectivity issues of the pipeline network in GIS and assessing SCADA data for importing into a hydraulic model.

Creation of a new hydraulic model for the City system.

Extended period Simulation (EPS) and static calibration of a hydraulic model
Performing fire flow testing.

Using the hydraulic model to prepare a Water Master Plan with recommended pipeline, pressure zone, and storage improvements.

Assessment of the sizing of new facilities (pipes, tanks, pump stations) to connect a new development to the system.

Assessment of downsizing a 37 MG reservoir to a series of 5-6 MG reservoirs.

V;\OWater\On-Call Consulting.Docx 10

8. ELECTRICAL ENGINEERING
Consultant will be experienced in the design of both high and low voltage electrical power systems for water pump stations, water treatment plants; design of stationary and portable electric generator connections, integration of new equipment with existing facilities, work with PG&E on the City's behalf to prepare applications for new service, review code requirements as applicable, perform arc flash studies, develop single-line diagrams and other drawings as needed. Perform on-site startup activities, including oversight of functional and performance testing.

Potential projects include:

Arc flash studies at all the City's pump stations.

Assessment and replacement of constant speed drives with variable speed drives.

Condition assessments of electrical equipment at a water treatment plant.

Design of a permanent backup generator for a 10 MOD pump station.

Condition assessment, bidding and construction oversight of safety upgrades to a high voltage substation.

The design and implementation of remote operation and monitoring equipment and control protocols for existing valves.

Renovation of existing and design and install of new solar powered equipment.

Provide resiliency studies of existing facilities and to provide recommendations and design projects to enable continued operations during PSPS events.

9. WATER RESOURCES MANAGMENT
Consultant will have past successful experience in performing water resources management including evaluations to demonstrate available water supplies are sufficient to support proposed new developments or respond to drought conditions.

Consultant will be familiar with the North Bay Aqueduct and other state and federal water supplies and water rights, climate change impact projections, water demand projections, urban water management planning (UWMP), water exchange policy development, and water conservation.

Potential projects include:
• Preparation of a water supply assessment for a new residential development.
• Development of a water supply model to understand projected water supplies from the City's numerous water supply sources. • Develop and implement a sustainable water exchange policy during drought conditions.
• Prepare public outreach for drought policy measures.

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• Coordinate with Regional, State and Federal Regulatory Agencies. • Update to an UWMP.

10. ENVIRONMENTAL PERMITTING, CEQA AND RESTORATION
Consultant will provide demonstrated experience in all aspects of environmental requirements, including National Pollutant Discharge Elimination System (NPDES) requirements. Storm Water Pollution Prevention (SWPP) requirements, environmental permits and the Califomia Environmental Quality Act (CEQA).

Consultant may be required to determine how environmental and CEQA permitting affect projects at each stage and provide guidance and recommendations for balancing design options with any and all regulatory agencies that may have purview over them. Consultant may perform biology, habitat/vegetation and wildlife studies. Consultant may be asked to design creek, habitat or landscape restoration.

Potential projects include:
• CEQA compliance, permitting and restoration for a dam upgrade project. • CEQA compliance, permitting and landscape design for the abandonment of a 16 MG reservoir in a residential neighborhood.
• CEQA compliance and permitting for a new pipeline crossing a creek.

11. CONSTRUCTION MANAGEMENT
Consultant will be competent in the provision of construction management services including conducting meetings, coordinating with design professionals and City staff, managing documentation, managing schedules, performing daily field inspections, and managing conflict resolution. Consultant will be expected to review contractor prevailing wage statements for compliance with Department of Industrial Relations (DIR) requirements. Materials testing is to be performed by others.

Potential projects include:
• Construction management for a new water tank or pump station. • Review of prevailing wage statements for the City's annual main replacement program.
• Construction management for construction of a new dam spillway. • Construction management of raw water transmission line replacements. • Construction management of treatment plant upgrades for flocculation, filter media, ozone generation, chemical storage facilities, and solar power upgrades.

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12. TELECOMMUNICATION SERVICES
Consultant will perform analysis of antenna, microwave and communication systems and provide analysis of radiation patterns, antenna gain and efficiency for communication systems and integration of AMI metering devices for data collection and billing applications. Consultant will also provide analysis for communication tower design including monopole solutions for communication of data between facilities.

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Consultant and Professional Services Agreement (Revised 01.2019) Page 1 of 3 Exhibit B - Compensation

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

A. Services: City agrees to pay Consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed Two Million Dollars and 00 Cents as set forth below:

FISCAL YEAR NOT TO EXCEED AMOUNT
FY22 $500,000
FY23 $500,000
FY24 $500,000
FY25 $500,000
Consultant shall notify City in writing no later than thirty (30) days prior to the estimated date when Consultant will have billed City the maximum payment amount permitted under this Agreement, and Consultant shall provide City with an estimate of the additional compensation required to complete the project.

City agrees to pay Consultant for those services set forth in Exhibit A of this Agreement (identified by Statements of Work) and for all authorized reimbursable expenses upon satisfactory completion of the services and delivery of the work product.

B. Additional Services:

1. Additional Services are those services related to the scope of Services of Consultant as set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other Consultants to perform said Additional Services.

2. Consultant’s compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees' appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises. Where a fixed fee for Additional Services is established by mutual Agreement between City and Consultant, compensation to Consultant shall not exceed the fixed fee amount.

Consultant and Professional Services Agreement (Revised 01.2019) Page 2 of 3 Exhibit B - Compensation

2. Appropriate Billable Hourly Rates for Services and Additional Services. Consultant’s billable hourly rates shall be as listed in Attachment 1 of Exhibit B, attached hereto and incorporated herein by this reference.

3. Consultant’s Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Consultant for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in writing in advance by City.

4. Payments to Consultant.

A. Payments to Consultant shall be made within a reasonable time after receipt of Consultant’s invoice, said payments to be made in proportion to services performed. Consultant may request payment on a monthly basis. Consultant shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the satisfaction of City.

B. All invoices submitted by Design Professional shall be (1) billed on a month-to-month basis (i.e., the first of the month through the end of the month), (2) submitted by email to [email protected], and (3) must contain the following information:

1. Description of services billed under the invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

4. City’s Purchase Order Number

5. Statement of Work Number

6. Social Security Number or Taxpayer Identification Number

7. Amount of the Invoice (Itemize all Reimbursable Expenses)

8. Total Billed to Date
C. Items shall be separated into Services and Reimbursable Expenses.

Billings that do not conform to the format outlined above shall be returned to Consultant for correction. City shall not be responsible for delays in payment to Consultant resulting from Consultant’s failure to comply with the invoice format described above.

D. Request for payment shall be sent to:

Matt Brown, P.E., Senior Engineer
Engineering Division
City of Vallejo Water Department
c/o [email protected]
Consultant and Professional Services Agreement (Revised 01.2019) Page 3 of 3 Exhibit B - Compensation

5. Accounting Records of Consultant. Consultant shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Consultant’s direct salary costs for all Services and Additional Services performed under this Agreement and records of Consultant’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Consultant shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty four (24) hours’ notice.

The obligations of Consultant under this section shall survive this Agreement.

6. Taxes. Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

7. Taxpayer Identification Number. Consultant shall provide City with Consultant’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

City of Vallejo • On-Call Water Engineering Consulting SOQ HydroScience Engineers 11
SECTION 3

FEE SCHEDULE
HYDROSCIENCE ENGINEERS, INC.

Standard Schedule of Estimated Billing Rates
Effective January 1, 2021 through December 31, 2021
Labor Classification 2021 Hourly Rate
Principal $255
Engineer IX $245
Engineer VIII $235
Engineer VII $225
Engineer VI $215
Engineer V $205
Engineer IV $195
Engineer III $185
Engineer II $175
Engineer I $160
Engineering Aide $95
Construction Professional VI $175
Construction Professional V $165
Construction Professional IV $155
Construction Professional III $145
Construction Professional II $135
Construction Professional I $125
Cross Connection Control Specialist $115
CAD Manager $135
CAD Designer $115
Marketing Professional $105
Administrative II $95
Administrative $80
Hourly billing rates include postage and telephone charges that are normal to the work authorized. Other direct costs for travel, reproduction, mail service, outside services, etc. will be invoiced at 110 percent of the actual cost.

Note: Hourly billing rates include postage and telephone charges that are normal to the work authorized.

Other direct costs for travel, reproduction, mail service, outside services, etc. will be invoiced at 110 percent of the actual cost. Rates are subject to a 3% yearly increase. Subconsultants standard billing rates will be made available upon request
ATTACHMENT 1 TO EXHIBIT B
Consultant and Professional Services Agreement (Revised 01.2019) Page 1 of 4 Exhibit C – Insurance Requirements

EXHIBIT C

INSURANCE REQUIREMENTS
Consultant shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Consultant, their agents, representatives, or employees or subcontractors. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the Additional Insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named Insured; whichever is greater. No representation is made that the minimum Insurance requirements of this agreement are sufficient to cover the obligations of the Consultant under this agreement.

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:

A. Insurance Services Office form number GL 0002 covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

B. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 any auto and endorsement CA 0025.

C. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.

D. Professional Liability insurance appropriate to the Consultant’s profession (Errors and Omission).

2. Minimum Limits of Insurance. Consultant shall maintain limits no less than:

A. 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 or the general aggregate limit shall be twice the required occurrence limit.

B. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

Consultant and Professional Services Agreement (Revised 01.2019) Page 2 of 4 Exhibit C – Insurance Requirements
C. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. If Consultant is not subject to California Workers’ Compensation requirements, Consultant shall file a completed Request for Waiver of Workers’ Compensation Insurance Form which may be obtained from the City prior to commencing any activity authorized hereunder.

D. Professional Liability (Errors and Omission): Insurance appropriates to the Consultant’s profession with $1,000,000 combined single limit per occurrence, and annual aggregate.

3. Deductible and Self-Insured Retention (SIR). Any deductibles or selfinsured retention must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or selfinsured retention as respects the City of Vallejo, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. All SIRs must be disclosed to the City’s Risk Manager for approval and shall not reduce the limits of liability. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named Insured or the City.

4. Other Insurance Provisions.

A. Additional Insured Endorsements: The City of Vallejo, its officers, officials, employees, agents and volunteers are to be covered as Additional Insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased hired or borrowed by the Consultant. Additional Insured endorsements with respect to General Liability, Auto and Umbrella/Excess Insurance shall be attached to the Certificate of Insurance presented to the City.

B. 30 Days’ Notice of Cancellation Endorsements: Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

C. Waiver of Subrogation Rights Endorsement: The workers’ compensation policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Consultant’s performance under this Consultant and Professional Services Agreement (Revised 01.2019) Page 3 of 4 Exhibit C – Insurance Requirements
Agreement. The waiver of subrogation rights endorsement in favor of the City of Vallejo shall be attached to the Certificate of Insurance.

D. The limits of Insurance required in this agreement may be satisfied by a combination of primary and umbrella or excess Insurance. Any umbrella or excess Insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City of Vallejo before the City’s own Insurance or self-insurance shall be called upon to protect it as a named insured.

E. The insurance coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, officials, employees, agents or volunteers. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City of Vallejo, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City of Vallejo, its officers, officials, employees, agents, or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.

F. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

G. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers.

H. The 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.

5. Acceptability of Insurers. The insurance is to be issued by companies licensed to do business in the State of California. The insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII.

6. Verification of Coverage. Consultant shall furnish the City with certificates of insurance and original endorsements. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. The City reserves the right to obtain a full certified copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

7. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each Consultant and Professional Services Agreement (Revised 01.2019) Page 4 of 4 Exhibit C – Insurance Requirements
subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

8. Payment Withhold. City will withhold payments to Consultant if the certificates of insurance and endorsements required in Paragraph F, above, are canceled or Consultant otherwise ceases to be insured as required herein.

Tuesday, February 1, 2022 at 16:27:32 Pacific Standard Time