Agenda packet — Vallejo City Council, March 22, 2022 (part 8 of 12)

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

SERVICES AGREEMENT WITH CONSOLIDATED CM FOR WATER ENGINEERING

CONSULTING 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

Page 3 ends

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.

Consolidated CM. proposed in the areas of Construction Management and will be awarded 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 Consolidated CM. 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_ConsolidatedCM (1)

2. Consolidated CM_Consultant & Professional Services Agreement_Completed (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 AN ON-CALL CONSULTANT AND PROFESSIONAL SERVICES CONTRACT TO CONSOLIDATED CM. FOR WATER ENGINEERING

CONSULTING 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, Consolidated CM is included in this resolution to provide Construction Management; and
WHEREAS, two types of contracts can be awarded, a Design Professional Services contract and a 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 Consultant and Professional Services Contract is 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 Consolidated CM. 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
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 Consolidated CM, 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 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 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 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.

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: Matt Scoble, Executive Vice President Consolidated CM
2500 Venture Oaks Way, Suite 125
Sacramento, CA 95833
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.

CONSOLIDATED CM,
a California corporation
By:

Matt Scoble
Executive 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. 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:

Matt Scoble, Executive Vice President
Consolidated CM
2500 Venture Oaks Way, Suite 125
Sacramento, CA 95833
[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 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. 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 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. Consultant recognizes that the Consultant and Professional Services Agreement (Revised 01.2019) Page 2 of 2 Exhibit A – Scope of Work
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 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 Consultant shall be (1) billed on a month-tomonth 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.

SOQ to provide On-call Water Engineering Consulting - Construction Management Services for the City of Vallejo Water Department
Section 2 – Fee Schedule
SECTION 2 - FEE SCHEDULE

PROFESSIONAL SERVICES HOURLY RATE SCHEDULE
January 1, 2021 –December 31, 2021

YEARS HOURLY

POSITION EXPERIENCE RATE RANGE
Principal >25 $234
Sr. Project Manager Q/A >20 $205 – 215
Project Manager >12 $196 – 204
Construction Manager >10 $195 – 200
Resident Engineer >10 $195 – 200
Senior Claims Analyst >20 $200 – 225
Cost Engineer / Estimator >20 $185 – 195
Scheduling Engineer >10 $185 – 195
Office Engineer / Utility Coordinator >7 $135 – 145
Inspector (prevailing wage) >5 $153 – 162
Internet & Computer Systems Specialist $140
Office Manager/ Document Control $90 – 99
STANDARD PROVISIONS:

A. Sub Consultant:

Standard mark up of 5% on sub consultant labor invoices.

B. Reimbursable Expenses:

Reimbursable expenses invoiced at cost plus 10% (category includes sub consultant reimbursable expense) Other Direct Costs (ODC) invoiced at cost plus 10% (ODC’s include such items as travel, lodging, meals, postage, express mail, office supplies for project, assignment related materials, graphics, exhibit development, etc.) C. Mileage:

Mileage reimbursed per mile at current rate published by Internal Revenue Service. Project assigned vehicle for inspection staff $7.50 per labor hour.

D. Computer equipment, networking equipment, servers, printers, cell phones, and other related hardware costs for assigned staff is $3.50 per labor hour (if requested).

E. Escalation to be applied per calendar year at a rate of between 3%-4% as a function of the U.S. published consumer price index except for prevailing wage positions which are adjusted independently. ** This information contained on this page is considered proprietary by Consolidated CM, Inc. and should not disseminated to third parties without our written approval.

ATTACHMENT 1 TO EXHIBIT A
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.

ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED?

INSR ADDL SUBR

LTR INSD WVD
PRODUCER CONTACT NAME: PHONE FAX
(A/C, No, Ext): (A/C, No): E-MAIL ADDRESS:

INSURER A :

INSURED INSURER B :

INSURER C :

INSURER D :

INSURER E :

INSURER F :

POLICY NUMBER POLICY EFF POLICY EXP TYPE OF INSURANCE (MM/DD/YYYY) (MM/DD/YYYY) LIMITS

AUTOMOBILE LIABILITY

UMBRELLA LIAB

EXCESS LIAB WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS - COMP/OP AGG OTHER: $ COMBINED SINGLE LIMIT
(Ea accident) $ ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $
$ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $
If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT INSURER(S) AFFORDING COVERAGE NAIC #

COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

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

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.

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).

COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

CERTIFICATE HOLDER CANCELLATION
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
12/15/2021
License # 0757776
(925) 609-6500 (925) 609-6550
23850
Consolidated C.M.
180 Grand Avenue, Suite 1520
Oakland, CA 94612
38342
25674
31127
A 1,000,000
X PPK2339007 11/1/2021 11/1/2022 100,000
1,000,000
2,000,000
2,000,000
B 1,000,000
X BA040000063043 11/1/2021 11/1/2022
Ded: 0 A 5,000,000
X PUB789647 11/1/2021 11/1/2022 5,000,000
0 C
X UB-2P917493-21-43-G 11/1/2021 11/1/2022 1,000,000 N 1,000,000 1,000,000
D Professional Liab C 2054118831 11/1/2021 Per Claim &Aggregate 2,000,000 D Claims-Made C 2054118831 11/1/2021 11/1/2022 Retention 75,000 Re: On-Call Water Engineering Services
The City of Vallejo, its officers, officials, employees, agents and volunteers as additional insured as respects to General Liability per attached CG2010 1219 & CG2037 1219, Primary wording applies per attached PIC-GLN-020 1013, Separation of insureds applies to General Liability per CG0001 0413 and additional insured in respects to Auto Liability per attached MCA85100817-CA (III), Primary wording applies per attached MCA85100817-CA (XVII), Separation of insureds applies to Auto Liability per CA0001 1013. Waiver of Subrogation applies to Workers Compensation per attached WC990376. As required by written contract.

Should the policies be cancelled before the expiration date, Hub International Insurance Services Inc. (“Hub”), independent of any rights which may be SEE ATTACHED ACORD 101
City of Vallejo
Attn: Water Department
202 Fleming Hill Road
Vallejo, CA 94589
CONSCM0-01 BBOGART
Concord, CA - HUB International Insurance Services Inc. 2300 Clayton Road Suite 300
Concord, CA 94520
Tokio Marine Specialty Insurance Company
California Automobile Insurance Company
Travelers Property Casualty Company of America
Columbia Casualty Company
X
11/1/2022
X
X
X
X
X
X
X
X
FORM NUMBER:

EFFECTIVE DATE:

The ACORD name and logo are registered marks of ACORD

ADDITIONAL REMARKS

ADDITIONAL REMARKS SCHEDULE
FORM TITLE:

Page of

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01)
AGENCY CUSTOMER ID:

LOC #:

AGENCY NAMED INSURED

POLICY NUMBER

CARRIER NAIC CODE
© 2008 ACORD CORPORATION. All rights reserved.

Concord, CA - HUB International Insurance Services Inc.

CONSCM0-01
SEE PAGE 1
1 SEE PAGE 1
ACORD 25 Certificate of Liability Insurance
License # 0757776
1 SEE P 1
Consolidated C.M.
180 Grand Avenue, Suite 1520
Oakland, CA 94612
SEE PAGE 1

BBOGART
1 Description of Operations/Locations/Vehicles:
afforded within the policies to the certificate holder named below, will provide to such certificate holder notice of such cancellation within thirty (30) days of the cancellation date, except in the event the cancellation is due to non-payment of premium, in which case Hub will provide to such certificate holder notice of such cancellation within ten (10) days of the cancellation date.

Page 4 of 5 ends

POLICY NUMBER: PPK2339007 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 GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s) Location(s) Of Covered Operations

AS REQUIRED BY WRITTEN

CONTRACT PRIOR TO AN
"OCCURRENCE".

ALL LOCATIONS.

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

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.

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:

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
same project.

CG 20 10 12 19 © Insurance Services Office, Inc., 2018 Page 5 of 5 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.

CG 20 37 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 4 POLICY NUMBER: PPK2339007 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

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s)
Or Organization(s) Location And Description Of Completed Operations AS REQUIRED BY WRITTEN CONTRACT ALL LOCATIONS.

PRIOR TO AN "OCCURRENCE".

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

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 operations hazard".

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.

This endorsement modifies insurance provided under the following:

POLICY NUMBER: PPK2339007
POLICY NUMBER: PPK2339007
Copyright 2017 Mercury Insurance Services, LLC. All rights reserved.

MCA85100817-CA Includes copyrighted material of Insurance Services Office, Inc., with its Permission Page 2 of 6

BUSINESS AUTO COVERAGE FORM
I. NEWLY ACQUIRED OR FORMED ENTITY (Broad Form Named Insured) SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
d. Any business entity newly acquired or formed by you during the policy period provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days following acquisition or formation of the business entity.

Coverage under this provision is afforded only until the end of the policy period.

Coverage does not apply to an “accident” which occurred before you acquired or formed the organization.

II. EMPLOYEES AS INSUREDS
SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
e. Any “employee” of yours is an "insured" while using a covered “auto" you don't own, hire or borrow in your business or your personal affairs.

III. AUTOMATIC ADDITIONAL INSURED
SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
f. Any person or organization that you are required to include as additional insured on the Coverage Form in a written contract or agreement that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II.

IV. EMPLOYEE HIRED AUTO LIABILITY
SECTION II - LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added:
g. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business.

V. SUPPLEMENTARY PAYMENTS
SECTION II – LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, Subparagraphs (2) and (4) are replaced by the following:
(2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We are not obligated to furnish these bonds.
(4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work.

POLICY NUMBER: BA040000063043
Copyright 2017 Mercury Insurance Services, LLC. All rights reserved.

MCA85100817-CA Includes copyrighted material of Insurance Services Office, Inc., with its Permission Page 5 of 6 XIV. WAIVER OF SUBROGATION
SECTION IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer of Rights Of Recovery Against Others To Us, section is replaced by the following:

5. Transfer Of Rights Of Recovery Against Others To Us
We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract.

XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS SECTION IV - BUSINESS AUTO CONDITIONS, B. General Conditions, 2. Concealment, Misrepresentation, or Fraud, the following is added:

Any unintentional omission of or error in information given by you, or unintentional failure to disclose all exposures or hazards existing as of the effective date or at any time during the policy period shall not invalidate or adversely affect the coverage for such exposure or hazard or prejudice your rights under this insurance. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery.

This provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal.

XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE
SECTION IV – BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, b. For Hired Auto Physical Damage Coverage, is replaced by the following:
b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own:

1. Any covered "auto" you lease, hire, rent or borrow; and

2. Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business.

However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto".

XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT SECTION IV – BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, the following is added and supersedes any provision to the contrary:
e. 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 in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured.

POLICY NUMBER: BA040000063043
CA 00 01 10 13 © Insurance Services Office, Inc., 2011 Page 11 of 12 Paragraph a. above does not apply to fuels,
lubricants, fluids, exhaust gases or other
similar "pollutants" that are needed for or result
from the normal electrical, hydraulic or
mechanical functioning of the covered "auto" or
its parts, if:
(1) The "pollutants" escape, seep, migrate
or are discharged, dispersed or released
directly from an "auto" part designed by
its manufacturer to hold, store, receive
or dispose of such "pollutants"; and
(2) The "bodily injury", "property damage" or
"covered pollution cost or expense"
does not arise out of the operation of
any equipment listed in Paragraph 6.b.
or 6.c. of the definition of "mobile
equipment".

Paragraphs b. and c. above do not apply to
"accidents" that occur away from premises
owned by or rented to an "insured" with respect
to "pollutants" not in or upon a covered "auto"
if:
(a) The "pollutants" or any property in
which the "pollutants" are contained
are upset, overturned or damaged as
a result of the maintenance or use of
a covered "auto"; and
(b) The discharge, dispersal, seepage,
migration, release or escape of the
"pollutants" is caused directly by
such upset, overturn or damage.

E. "Diminution in value" means the actual or
perceived loss in market value or resale value
which results from a direct and accidental "loss".

F. "Employee" includes a "leased worker".
"Employee" does not include a "temporary
worker".

G. "Insured" means any person or organization
qualifying as an insured in the Who Is An Insured
provision of the applicable coverage. Except with
respect to the Limit of Insurance, the coverage
afforded applies separately to each insured who is
seeking coverage or against whom a claim or
"suit" is brought.

H. "Insured contract" means:

1. A lease of premises;

2. A sidetrack agreement;

3. Any easement or license agreement, except in
connection with construction or demolition
operations on or within 50 feet of a railroad;

4. An obligation, as required by ordinance, to
indemnify a municipality, except in connection
with work for a municipality;

5. That part of any other contract or agreement
pertaining to your business (including an
indemnification of a municipality in connection
with work performed for a municipality) under
which you assume the tort liability of another to
pay for "bodily injury" or "property damage" to a
third party or organization. Tort liability means
a liability that would be imposed by law in the
absence of any contract or agreement; or

6. That part of any contract or agreement entered
into, as part of your business, pertaining to the
rental or lease, by you or any of your
"employees", of any "auto". However, such
contract or agreement shall not be considered
an "insured contract" to the extent that it
obligates you or any of your "employees" to
pay for "property damage" to any "auto" rented
or leased by you or any of your "employees".

An "insured contract" does not include that part of
any contract or agreement:
a. That indemnifies a railroad for "bodily injury"
or "property damage" arising out of
construction or demolition operations, within
50 feet of any railroad property and
affecting any railroad bridge or trestle,
tracks, roadbeds, tunnel, underpass or
crossing;
b. That pertains to the loan, lease or rental of
an "auto" to you or any of your
"employees", if the "auto" is loaned, leased
or rented with a driver; or
c. That holds a person or organization
engaged in the business of transporting
property by "auto" for hire harmless for your
use of a covered "auto" over a route or
territory that person or organization is
authorized to serve by public authority.

I. "Leased worker" means a person leased to you by
a labor leasing firm under an agreement between
you and the labor leasing firm to perform duties
related to the conduct of your business. "Leased
worker" does not include a "temporary worker".

J. "Loss" means direct and accidental loss or
damage.

K. "Mobile equipment" means any of the following
types of land vehicles, including any attached
machinery or equipment:

1. Bulldozers, farm machinery, forklifts and other
vehicles designed for use principally off public
roads;

2. Vehicles maintained for use solely on or next to
premises you own or rent;

3. Vehicles that travel on crawler treads;
POLICY NUMBER: BA040000063043
PIC-EXS-001 (05/13)

Page 1 of 12 ends

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

COMMERCIAL EXCESS LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered.

Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we," "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under the "controlling underlying insurance." Other words and phrases that appear in quotation marks in this policy have special meaning. Refer to SECTION IV – DEFINITIONS. Other words and phrases that are not defined under this policy but defined in the "controlling underlying insurance" will have the meaning described in the policy of "controlling underlying insurance."
The insurance provided under this policy will follow the same provisions, exclusions and limitations that are contained in the applicable "controlling underlying insurance," unless otherwise directed by this insurance. To the extent such provisions differ or conflict, the provisions of this policy will apply. However, the coverage provided under this policy will not be broader than that provided by the applicable "controlling underlying insurance" and if coverage does not exist under any applicable “controlling underlying insurance,” coverage shall not exist under this policy.

There may be more than one "controlling underlying insurance" policy listed in the Declarations and there may be terms and provisions in those policies which are in conflict, and which are not superseded by the provisions of this policy. In such a case, the provisions, exclusions and limitations of the "controlling underlying insurance" policy applicable to the particular "event" for which a claim is made or suit is brought will apply.

SECTION I – COVERAGES

1. Insuring Agreement
a. We will pay on behalf of the insured the "ultimate net loss" in excess of the "retained limit" because of "injury or damage" to which insurance provided under this policy applies.

We will have the right and duty to defend the insured against any suit seeking damages for such "injury or damage" only when the applicable limits of "controlling underlying insurance" and the applicable limits of any other policy of insurance affording coverage for any aspect of the claims asserted in such suit have been exhausted in accordance with the provisions of such "controlling underlying insurance" or other policy of insurance, as the case may be.

When we have no duty to defend, we will have, at our discretion, the right to defend, or to participate in the defense of, the insured against any other suit seeking damages for "injury or damage."
However, we will have no duty to defend the insured against any suit seeking damages for which insurance under this policy does not apply.

At our discretion, we may investigate any "event" that may involve this insurance and settle any resultant claim or suit, for which we have the duty to defend.

But:
(1) The amount we will pay for "ultimate net loss" is limited as described in SECTION II – LIMITS OF INSURANCE; and
POLICY NUMBER: PUB789647
PIC-EXS-001 (05/13)

Page 2 of 12 ends

Includes copyrighted material of Insurance Services Office, Inc., with permission. (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under this policy. However, if the policy of "controlling underlying insurance" specifies that limits are reduced by defense expenses, our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of defense expenses, judgments or settlements under this policy.
b. This insurance applies to "injury or damage" that is subject to an applicable "retained limit." If any other limit, such as a sublimit, is specified in the "controlling underlying insurance," this insurance does not apply to "injury or damage" arising out of that exposure unless that limit is specified in the Declarations under the Schedule of "controlling underlying insurance." c. If the "controlling underlying insurance" requires, for a particular claim, that the "injury or damage" occur during its policy period in order for that coverage to apply, then this insurance will only apply to that "injury or damage" if it occurs during the policy period of this policy. If the "controlling underlying insurance" requires that the "event" causing the particular "injury or damage" takes place during its policy period in order for that coverage to apply, then this insurance will apply to the claim only if the "event" causing that "injury or damage" takes place during the policy period of this policy.
d. Any additional insured under any policy of "controlling underlying insurance" will automatically be an additional insured under this policy. 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 required by the contract, less any amounts payable by any "controlling underlying insurance." Additional insured coverage provided by this insurance will not be broader than coverage provided by the "controlling underlying insurance." e. This insurance applies to "injury or damage" only if, prior to the policy period, no insured listed under the WHO IS AN INSURED Section in any "controlling underlying insurance" and no employee authorized by you to give or receive notice of an occurrence or claim, knew that the "injury or damage" had occurred, in whole or in part. If such a listed insured or authorized employee knew, prior to the policy period, that the "injury or damage" occurred, then any continuation, change or resumption of such "injury or damage" during or after the policy period will be deemed to have been known prior to the policy period. f. "Injury or damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under the WHO IS AN INSURED Section in any "controlling underlying insurance," or by any employee authorized by you to give or receive notice of an occurrence or claim, includes any continuation, change or resumption of that "injury or damage" after the end of the policy period. g. "Injury or damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under the WHO IS AN INSURED Section in any "controlling underlying insurance" or any employee authorized by you to give or receive notice of an occurrence or claim:
(1) Reports all, or any part, of the "injury or damage" to us or any other insurer; (2) Receives a written or verbaldemand or claim for damages because of the "injury or damage"; or
(3) Becomes aware by any other means that "injury or damage" has occurred or has begun to occur.

PIC-EXS-053 (04/15)

Page 1 of 1 ends

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

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

AMENDMENT OF OTHER INSURANCE CONDITION –

PRIMARY EXCESS AND NON-CONTRIBUTORY PROVISION
This endorsement modifies insurance provided under the following:

COMMERICAL EXCESS LIABILITY COVERAGE FORM
SECTION III – CONDITIONS, 8. Other Insurance is deleted in its entirety and replaced by the following:

8. Other Insurance
If there is any other insurance available to any additional insured, the insurance provided by this policy will apply in excess of all other insurance and shall not contribute with such other insurance. This insurance is not subject to the terms and conditions of any other insurance.

However, if you agree in a written contract prior to the time of an occurrence that such excess insurance as is afforded by this policy shall be primary excess to and non-contributory with other excess insurance maintained by an additional insured, we will not invoke this Condition 8.

This coverage amendment is subject to the following:
a. The bodily injury or property damage liability arises out of your work performed after the effective date of this policy;
b. Such bodily injury or property damage arises out of your sole negligence; c. The additional insured to which this amendment applies must be covered under this policy and under the “controlling underlying insurance”;
d. Subject to the policy limits shown in the Declarations, the most we will pay on behalf of the additional insured is the amount of insurance required by the contract, less any amounts payable by any “controlling underlying insurance”; and
e. This amendment applies specifically to additional insured contracts between you and such person or organization that requires you to maintain primary excess and non-contributory insurance and to include such person or organization as an additional insured hereunder.

All other terms and conditions of this policy remain unchanged.

POLICY NUMBER: PUB789647

ONE TOWER SQUARE
HARTFORD CT 06183

WORKERS COMPENSATION
AND

EMPLOYERS LIABILITY POLICY
ENDORSEMENT WC 99 03 76 ( A) - 001
POLICY NUMBER: UB-2P917493-21-43-G

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS

ENDORSEMENT - CALIFORNIA
(BLANKET WAIVER)
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.

The additional premium for this endorsement shall be 2. oo % of the California workers' compensation premium.

Schedule
Person or Organization

ANY PERSON OR ORGANIZATION FOR

WHICH THE INSURED HAS AGREED

BY WRITTEN CONTRACT EXECUTED

PRIOR TO LOSS TO FURNISH THIS
WAIVER.

Job Description
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective
Insured
Insurance Company
Policy No. Endorsement No.

Premium
Countersigned by
DATE OF ISSUE: 10-05-21 ST ASSIGN: Page 1 of 1

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
180 GRAND AVE STE 1520

CONSOLIDATED CM
180 GRAND AVE STE 1520
OAKLAND, CA 94612-3702
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"

CONSOLIDATED CM

CONSOLIDATED CM
January 01, 2022
June 30, 2022
11714876
CONSOLIDATED CM :

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: 01/01/2022
CONSOLIDATED CM License Number: 11714876
180 GRAND AVE STE 1520
OAKLAND, CA 94612-3702

TO BE POSTED IN A CONSPICUOUS PLACE
AND
NOT TRANSFERABLE OR ASSIGNABLE.
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.EE.

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 WITH INTERWEST CONSULTING GROUP, INC. FOR WATER

ENGINEERING CONSULTING 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 Interwest Consult Group, 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.

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 a total of fifty-five (55) projects.

Date: March 22, 2022
Subject: ADOPT RESOLUTION APPROVING AN ON-CALL CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH INTERWEST CONSULTING GROUP, INC. FOR

WATER ENGINEERING CONSULTING 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

Page 2 ends

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%)
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 Date: March 22, 2022
Subject: ADOPT RESOLUTION APPROVING AN ON-CALL CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH INTERWEST CONSULTING GROUP, INC. FOR

WATER ENGINEERING CONSULTING 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

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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.

Interwest Consulting Group, Inc. proposed in the areas of Program/Project Management and Water Resources Management and will be awarded a Consultant and Professional Agreement. A Consultant and Professional Agreement covers a 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 Interwest Consulting Group 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.

ATTACHMENTS

1. Resolution Awarding On-Call Contracts_Interwest (1)

2. Interwest_PSA Complete (2)

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 AN ON-CALL CONSULTANT AND PROFESSIONAL SERVICES CONTRACT TO INTERWEST CONSULTING GROUP, INC. FOR WATER

ENGINEERING CONSULTING 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, Interwest Consulting Group, Inc. is included in this resolution to provide Program/Project Management and Water Resources Management; and WHEREAS, two types of contracts can be awarded, a Design Professional Services contract and a 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 Consultant and Professional Services Contract is 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 Interwest Consulting Group, 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:
______________________________________

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 Interwest Consulting Group, Inc., a Colorado 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.”

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.

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

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 11 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.

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

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.

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 Consultant and Professional Services Agreement (Revised 01.2019) Page 5 of 11 Agreement, including the exercise of any options under this section, shall not exceed June 30, 2027.

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 11 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.

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.

Consultant and Professional Services Agreement (Revised 01.2019) Page 7 of 11 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.

If to City: Beth Schoenberger, Acting Director
City of Vallejo, Water Department
202 Fleming Hill Road
Vallejo, CA 94589
If to Consultant: Paul Meschino, Vice President Operations Interwest Consulting Group, Inc.
1613 Santa Clara Dr Suite 100
Roseville, CA 95661
[email protected]
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 Consultant and Professional Services Agreement (Revised 01.2019) Page 8 of 11 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.

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.

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 Consultant and Professional Services Agreement (Revised 01.2019) Page 9 of 11 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.

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.

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.

INTERWEST CONSULTING GROUP,
INC.
a Colorado Corporation
By:

Paul Meschino
Vice President Operations
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:

Paul Meschino, Vice President Operations
Interwest Consulting Group, Inc.
1613 Santa Clara Dr Suite 100
Roseville, CA 95661
[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 Program/Project Management 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.