Consultant and Professional Services Agreement (Revised 05-2025) Page 27 of 32 Exhibit B - Compensation
• Draft Final Downtown Vallejo Specific Plan
• Final Downtown Vallejo Specific Plan
• Draft Final Vallejo Waterfront Specific Plan
• Final Vallejo Waterfront Specific Plan
This task assumes the following:
• Assumes revisions between the Public Review Draft and Draft Final Specific Plans will be limited to changes resulting from public comments, environmental review findings, Planning Commission recommendations, City Council direction, and other City-requested refinements.
• Assumes the City will provide consolidated comments and direction through a designated City representative.
• Assumes adoption-related revisions will not require preparation of additional alternatives, major restructuring of the Specific Plans, or substantial new technical analyses beyond the scope of work identified herein.
• Final Specific Plans shall be provided in electronic format, including editable source files for text, graphics, maps, and related materials prepared by Consultant.
• Consultant is not responsible in part or whole for final policy decisions, zoning ordinance language, environmental determinations, or legal conclusions established by the City and its staff or agents.
Task 9.0: Contingency
9.1: General Contingency
The purpose of this task is to provide a mechanism for the City to authorize additional services that may be required to address unforeseen issues, emerging opportunities, additional stakeholder input, agency requests, or other project needs identified during the planning process. The following services are not included within the Base Scope of Services but may be authorized by the City, in writing, if additional services are determined to be necessary during the course of the project. Contingency services may include additional public outreach, technical analyses, implementation studies, plan revisions, meeting attendance, presentations, or other work requested by the City that is beyond the scope of services described herein.
Consultant and Professional Services Agreement (Revised 05-2025) Page 28 of 32 Exhibit B - Compensation
Examples of contingency services may include, but are not limited to, the following:
Additional Community Engagement and Hearing Support: Additional participation in Community Advisory Committee (CAC) meetings, Technical Advisory Committee (TAC) meetings, stakeholder interviews, listening sessions, pop-up events, public workshops, Planning Commission meetings, City Council meetings, or other engagement activities beyond those identified in this Scope of Services.
Additional Technical Studies: Preparation of additional technical analyses, implementation studies, fiscal analyses, feasibility evaluations, policy studies, or other planning-related work requested by the City. Such studies may include, but are not limited to, an Opportunity Sites Fiscal Impact Analysis evaluating up to three opportunity sites identified by the City.
Deliverables for Task 9.0:
• Scope, format, and deliverables for contingency services shall be determined by the City at the time such services are authorized in writing.
Budget Allocation
The following table identifies the budget allocated to each task and subtask included in this Scope of Services. Consultant shall perform the services on a time- and-materials basis in accordance with the hourly rates and reimbursable expense provisions set forth in Exhibit “B,” subject to the task and subtask amounts shown below and the total not-to-exceed contract amount.
The task and subtask amounts are intended to establish the anticipated distribution of the project budget. Consultant shall not exceed the total contract amount without prior written authorization from the City. Budget may be reallocated among tasks or subtasks only with the prior written approval of the City’s designated project manager, provided that such reallocation does not increase the total not-to-exceed contract amount or materially modify the Scope of Services.
Task Description Budget
1.0 Project Initiation and Management $165,425
2.0 Existing Conditions and
Opportunities/Constraints Analysis
$305,135
3.0 Community Engagement $251,434
4.0 Vision, Guiding Principles, and Alternatives
Development
$248,645
5.0 Preferred Plan Development $381,263
6.0 Draft Specific Plan Preparation $379,247
7.0 Infrastructure Financing and Implementation
Strategy
$61,540
8.0 Adoption and Final Plan Preparation $56,257
Consultant and Professional Services Agreement (Revised 05-2025) Page 29 of 32 Exhibit B - Compensation
9.0 Contingency $120,118
Direct Costs $40,336
Total Budget $2,009,400
Reimbursable direct costs are included within the total not-to-exceed contract amount and shall be invoiced in accordance with the reimbursable expense provisions of Exhibit “B.” Consultant shall not exceed the amount allocated for reimbursable direct costs without the City’s prior written authorization.
The community participation support allocation identified in the budget is also included within the total not-to-exceed contract amount and may be used only for the purposes described in Task 3.1. Expenditures from this allocation shall be documented and invoiced in a form acceptable to the City and shall not exceed the amount shown in the budget without the City’s prior written authorization.
Consultant and Professional Services Agreement (Revised 05-2025) Page 30 of 32 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 Nine Thousand Four Hundred Dollars and Zero Cents ($2,009,400.00).
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.
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.
2. Appropriate Billable Hourly Rates for Services and Additional Services. Consultant’s billable hourly rates shall be:
Description: Hourly Rate:
Principal $330-$435
Senior Designer $198-$350
Intermediate Designer $175-$220
Urban Designer $156 - $185
Subconsultant contracts will be billed at direct cost. Reproduction costs will be billed at direct cost. Hourly rates are subject to adjustment on January 1 of each
Consultant and Professional Services Agreement (Revised 05-2025) Page 31 of 32 Exhibit B - Compensation
calendar year. Mileage will be reimbursed at the current IRS standard mileage rate.
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 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 contain the following information:
1. Description of services billed under this invoice
2. Date of Invoice Issuance
3. Sequential Invoice Number
4. City’s Purchase Order Number (if issued)
5. Social Security Number or Taxpayer Identification Number
6. Amount of this Invoice (Itemize all Reimbursable Expenses”)
7. 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:
City of Vallejo
Attn: Hector Rojas, Long Range Planning Manager
Planning Division
555 Santa Clara Street
Vallejo, CA 94590
[email protected]
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
Consultant and Professional Services Agreement (Revised 05-2025) Page 32 of 32 Exhibit B - Compensation
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.
Consultant and Professional Services Agreement (Revised 05-2025) Page 1 of 3 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.
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.
C. Workers’ Compensation and Employer’s Liability: $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 certificate of exemption form which may be obtained from the City prior to commencing any activity authorized hereunder.
Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 3 Exhibit C – Insurance Requirements
D. Professional Liability (Errors and Omission): $1,000,000 combined single limit per occurrence, and annual aggregate.
3. Deductible and Self-Insured Retention. Any deductibles or self-insured 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 self-insured 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.
4. Other Insurance Provisions. The general liability and automobile liability policies, as can be provided, are to contain, or be endorsed to contain, the following provisions:
A. 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. The coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, officials, employees, agents or volunteers. The insurance is to be issued by companies licensed to do business in the State of California.
B. 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.
C. 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.
D. 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.
E. 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.
F. The workers’ compensation and employer’s liability policy required hereunder shall be endorsed to state that the workers’ compensation carrier
Consultant and Professional Services Agreement (Revised 05-2025) Page 3 of 3 Exhibit C – Insurance Requirements
waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Consultant’s performance under this Agreement.
5. Acceptability of Insurers. 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 effecting general and automobile liability insurance coverage required by this clause. 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.
7. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
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.
1 ENVIRONMENTAL CONSULTANT AGREEMENT
STANTEC CONSULTING SERVICES
THIS AGREEMENT is made and entered into as of this 9th day of September 2026, by and between Stantec Consulting Services Inc., a New York corporation (“Consultant”), and the City of Vallejo, California, a municipal corporation and charter city ("City").
WHEREAS, City has established procedures for compliance with the requirements of the California Environmental Quality Act of 1970 (“CEQA”); and
WHEREAS, the City is undertaking preparation of the Downtown Vallejo Specific Plan and the Vallejo Waterfront Specific Plan (collectively, the “Project”), which are intended to guide future land use, development, housing production, economic development, mobility improvements, infrastructure investment, shoreline adaptation, and public realm enhancements within the Downtown and Waterfront plan areas; and
WHEREAS, the City has determined that the Project is subject to CEQA; and
WHEREAS, the City has selected Consultant to conduct the environmental review and prepare the environmental review documentation, supporting technical studies, and related CEQA compliance materials for the Project based on Consultant's skills, qualifications, and past experience in the environmental analysis profession.
NOW, THEREFORE, in consideration of this Agreement and the mutual promises, covenants, and stipulations herein contained, the parties agree as follows:
1. Consultant shall undertake and provide its best efforts to prepare the environmental review and supporting technical analyses required for the Project in conformance with Consultant's proposed scope of work, a true copy of which is attached hereto as Exhibit "A" and incorporated herein by reference. Consultant shall perform these services in a manner compatible with the standards of the profession, and in compliance with all applicable federal, state, and local laws, regulations, and guidelines pertaining to CEQA.
2. A. Consultant shall, upon receipt of a signed copy of this Agreement, immediately begin and diligently pursue to
completion the environmental review documentation,
2 supporting technical studies, and related CEQA compliance materials required for the Project. Consultant shall submit work products as indicated in the scope of work.
B. The Consultant's staff members listed in its proposal are exclusively those who will be the City contacts and who will perform the work as outlined in the proposal. Substitutions must be approved in writing by the City. Anna Radonich shall serve as the principal liaison between the City and Consultant.
3. The City Manager may approve written amendments to this Agreement. No change or waiver of this Agreement shall be valid unless made in writing and signed by the City Manager.
4. City shall pay Consultant for services rendered hereunder, at the hourly rates of Consultant, a true copy of which is attached hereto as Exhibit "B" and incorporated herein by this reference, but not to exceed the maximum contract amount of Two Hundred Sixty-Five Thousand Nine Hundred Fourteen Dollars and Zero Cents
($265,914.00). Consultant shall render all services and do all things required under the terms and conditions of this Agreement subject to the "not to exceed" amount of $265,914.00.
5. A. Consultant will limit its project expenditures to the not to exceed amount of $265,914.00 and terminate work when this threshold has been met, unless a revised budget has been mutually established and made a part of this Agreement. If total charges for the Project are less than the total not to exceed amount, City will be billed for only the total charges so accrued.
B. Consultant shall forward an invoice to City monthly covering all sums payable to Consultant hereunder for the month
preceding the month in which such invoice is sent to City.
Invoices submitted shall show:
1. Detailed Charges for Labor
2. Other Reimbursable Expenses, itemized
separately
3. Purchased Services
C. Invoices shall be prepared in duplicate and submitted to the City at the following address:
City of Vallejo
3 Attn: Hector Rojas, Long Range Planning Manager
Planning Division
555 Santa Clara Street
Vallejo, CA 94590
[email protected]
Within thirty (30) days after receipt of an invoice, City shall pay all undisputed invoice amounts plus or minus any adjustments that have been mutually agreed upon in writing.
6. Consultant shall deliver to City one electronic copy of the Administrative Draft environmental document, five hard copies of the public review environmental document, one electronic copy of the Administrative Draft final environmental document, five copies of the final environmental review document.
7. All reports, research material, plans, maps, photos, etc., purchased or developed for this Agreement shall be delivered to and become the sole property of City for its use and the City shall be responsible for distribution of material.
8. Consultant shall not release any administrative, preliminary, or final environmental review document, technical study, memorandum, or other work product prepared pursuant to this Agreement to any person without the prior written consent of the City.
9. Consultant, including its agents, servants, and employees, is not an agent or employee of City, but rather an independent contractor solely responsible for its acts and omissions and this Agreement shall not be construed as an employment contract. The manner in which Consultant performs this contract shall be left to the sole discretion of the Consultant.
10. Consultant represents that, in the acceptance of this assignment, there is no conflict of interest that would impair Consultant’s ability to perform the services required under this Agreement in an objective and independent manner.
11. If litigation ensues which pertains to the subject matter of Consultant's services hereunder, Consultant, upon request, shall testify therein at a reasonable and customary fee. However, if the environmental documentation prepared by the Consultant hereunder is successfully challenged in a court of competent jurisdiction and the environmental documentation is found, in whole or in part, inadequate, the Consultant shall, at its sole cost, revise, amend,
4 supplement, or modify the environmental documentation, and respond to all comments thereto, and attend all necessary hearings required to bring the environmental documentation into compliance with CEQA, so long as the inadequacy is attributable in whole or in part to the performance of Consultant or its subconsultants and/or subcontractors, rather than caused by incorrect information supplied by the City. The provisions of this paragraph No. 11 shall survive the expiration or termination of this Agreement.
12. If legal action is necessary to enforce any provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' and witness fees and legal costs.
13. Consultant may not assign this Agreement, or any monies to be received hereunder, without prior written authorization of the City.
Consultant may not enter into any subcontract or sub-consultant Agreement with any other firm or person to perform any of the tasks agreed to be performed hereunder by the Consultant without the prior written authorization of City. In the event that said authorization is given by the City, Consultant shall provide to the City copies of each and every contract into which the Consultant enters with sub- consultants or subcontractors prior to the date that said sub- consultant contracts or subcontractor contracts are executed by the parties.
14. Consultant shall obtain a City Business License prior to any payment.
Consultant shall pay the applicable business license tax and maintain said business license during the term of this Agreement.
15. Consultant shall indemnify, hold harmless, release, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them to the extent permitted by law from all claims, actions, damages, losses, failure to comply with any current or prospective laws, costs, and expenses of defense that may be asserted by any person including Consultant from any cause arising out of Consultant's negligence. Consultant will perform its services in accordance with the standards of care and diligence normally practiced by reputable environmental engineering firms in performing similar work. If during the one (1) year period following completion or termination of the Agreement, Consultant is notified by City that there is an error in the Consultant's performance as a result of those standards not having been met, Consultant shall, at its own expense, take such corrective actions as may be necessary, within the original Statement of Work, to remedy the error. This remedy is in addition to that described in paragraph No. 11 and is in no way intended to
5 affect or limit the remedy contained in paragraph No. 11. The provisions of this paragraph No. 15 shall survive the expiration or termination of this Agreement.
Consultant shall also 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 attorneys' 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, related to costs or benefits associated with California Public Employment Retirement System (CalPERS) membership where Consultant supplies a CalPERS member who CalPERS determines is subject to enrollment.
16. Without limiting Consultant’s indemnification provided herein, Consultant shall 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 of this Agreement.
17. Consultant shall not be liable to the City for damages of any kind occasioned by delays due to causes beyond Consultant's control and without its fault or negligence, provided Consultant notifies the City as soon as such delay becomes apparent.
18. All notices or instruments required to be given or delivered by law or by 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:
Hector Rojas, Long Range Planning Manager
Planning Division
555 Santa Clara Street
Vallejo, CA 94590
If to Consultant:
Trevor Macenski, Senior Principal
Stantec Consulting Services, Inc.
2999 Oak Road Suite 800
6 Walnut Creek, CA 94597
19. Unless extended by mutual agreement or terminated pursuant to this paragraph, this Agreement shall expire upon Consultant's satisfactory and timely completion of the services contracted for hereunder. This Agreement and all obligations hereunder may be terminated at any time, with or without cause, by the City within its sole discretion upon written notice to the Consultant. Consultant may terminate this Agreement upon thirty (30) days' written notice to the City only for good cause, including without limitation, serious illness or material breach of this Agreement by City. Consultant's written notice of termination shall contain a full explanation of the facts and circumstances constituting good cause. Upon termination, all finished and unfinished documents, project data and reports shall, at the option of the City, become its sole property and shall, at Consultant's expense, be delivered to the City or to any party the City may so designate. In the event of termination by the Consultant, the Consultant shall only be compensated for all work Consultant satisfactorily performs prior to the time Consultant delivers to the City the termination notice, unless other arrangements are agreed to by the City. In the event of termination by the City, the Consultant shall be compensated for all work satisfactorily performed prior to the time Consultant receives the termination notice, and shall be compensated for materials ordered by the Consultant, and services of others ordered by the Consultant prior to receipt of the City's termination notice whether or not such materials or instruments of services of others have actually been delivered to Consultant or to the City, provided that the Consultant is not able to cancel such orders for materials or services of others. In the event this Agreement is terminated pursuant to this section, Consultant shall not be entitled to any additional compensation over that provided herein; nor shall Consultant be entitled to payment for any alleged damages or injuries (including lost opportunity damages) purportedly caused by the termination of this Agreement by the City pursuant to this section.
20. 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.
21. This Agreement shall in all respects be governed by the laws of the State of California without regard to its conflicts of law rules. Litigation
7 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.
22. 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.
23. 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, epidemics, riots, strikes, lockouts, or acts of God.
24. The person signing this Agreement for Consultant hereby represents and warrants that he or she is fully authorized to sign this Agreement on behalf of Consultant.
25. 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 THE FOLLOWING PAGE
8 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.
STANTEC CONSULTING SERVICES
INC., a New York corporation
By: ____________________
Trevor Macenski
Senior Principal
DATE: __________________
11702036
Business License Number
(City Seal)
CITY OF VALLEJO,
a municipal corporation
By: ____________________
Harry Black
City Manager
DATE: __________________
ATTEST:
By:
Dawn G Abrahamson
City Clerk
APPROVED AS TO CONTENT:
By: ________________________
Kristin Pollot
Planning Director
APPROVED AS TO FORM:
By: _______________________
Veronica A. F. Nebb
City Attorney
APPROVED AS TO INSURANCE:
By: ______________________
Armond Sarkis
Risk Manager
9 EXHIBIT A
SCOPE OF WORK
1. Representatives. The City Representative for this Agreement is:
Hector Rojas
Long Range Planning Manager
Planning and Development Services Department
555 Santa Clara Street
Vallejo, CA 94590
Office: 707-553-7283
[email protected]
The Consultant’s Representative for this Agreement is:
Anna Radonich
Principal Planner, Project Manager
Stantec Consulting Services Inc.
2999 Oak Road Suite 800
Walnut Creek, CA 94597
Office: 925-285-6541
[email protected]
All routine administrative communications between the parties will be between the above-named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Consultant Representative and City’s Representative.
2. Services to be Provided. The services provided shall be as set forth in Attachment 1 of Exhibit A, attached hereto and incorporated herein by this reference.
3. Time for Performance. Consultant will perform the services according to the schedule below. 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 by June 30, 2028.
10 ATTACHMENT 1 OF EXHIBIT A
SERVICES TO BE PROVIDED
The City is preparing two new specific plans to guide future growth, development, infrastructure investment, mobility improvements, housing production, economic development, environmental justice, climate resilience, and public realm enhancements within the City’s Downtown and Waterfront planning areas.
The Downtown and Waterfront planning areas contain many of Vallejo’s most significant civic, commercial, cultural, transportation, and shoreline assets. The Specific Plans are intended to implement and refine the vision established by the Propel Vallejo General Plan 2040, support compliance with applicable regional and state requirements, including the Metropolitan Transportation Commission’s Transit-Oriented Communities Policy, and provide a coordinated framework for future public and private investment.
Consultant shall provide environmental planning and documentation services necessary to support environmental review of the Downtown Vallejo Specific Plan and Vallejo Waterfront Specific Plan in accordance with the California Environmental Quality Act (CEQA). Services shall include project initiation and management; preparation of a CEQA strategy and preliminary approach memorandum; preparation and coordination of the subsequent CEQA compliance scope; coordination of tribal consultation and transportation analysis; preparation of CEQA-related adoption documents; and support for public hearings.
This Scope of Services is coordinated with a separate agreement between the City and SITELAB urban studio for planning services associated with preparation of the Specific Plans. Consultant shall coordinate with the City and the planning consultant as necessary to maintain consistency among the Specific Plans, project descriptions, technical analyses, environmental review documents, and project schedule.
11 Task 1.0: Project Initiation and Management
The purpose of this task is to establish the organizational, administrative, and coordination framework necessary to support environmental review of the Downtown Vallejo Specific Plan and Vallejo Waterfront Specific Plan. Consultant shall initiate the environmental review process, confirm project objectives and information needs, establish project management procedures, and coordinate environmental review activities with the City and the planning consultant.
Task 1.1: Kick-Off Meeting and On-Going Project Management
Kick-Off Meeting
Consultant shall coordinate and attend one project kick-off meeting of up to two hours with City staff to initiate the environmental review process. The meeting may be conducted in person or virtually and shall include review of Consultant’s scope of services, the project to be evaluated, available maps and graphics, the anticipated project schedule, project goals, opportunities and constraints, baseline information needs, relevant background documents, coordination with City departments and staff, and project management procedures.
On-Going Project Management
Consultant shall provide on-going project management and shall agendize environmental review topics, as needed, for bi-weekly project team coordination meetings. Consultant shall coordinate with City staff and the planning consultant regarding project descriptions, technical information, schedules, deliverables, and other matters necessary to complete the environmental review.
Deliverables for Task 1.1:
• Environmental review kick-off meeting agenda, facilitation, and summary • Site walk with City staff
• Project schedule, including monthly review and updates • Bi-weekly project team coordination meetings, agendas, and summaries
This task assumes the following:
• Up to 11 bi-weekly project check-in meetings and up to five additional project check-in meetings are included. Each meeting may be conducted virtually, in person, or by conference call and shall not exceed one hour in duration.
Task 2.0: Environmental Review
12 The purpose of this task is to evaluate the appropriate CEQA strategy for the Specific Plans and, following confirmation of the CEQA approach, prepare and implement a detailed scope of work for CEQA compliance.
Task 2.1: CEQA Strategy and Preliminary Approach Memorandum
Consultant shall prepare a CEQA Strategy and Preliminary Approach Memorandum evaluating CEQA strategies that may be applicable to the draft Downtown Vallejo Specific Plan and Vallejo Waterfront Specific Plan before the draft Specific Plans are released for public review.
The memorandum shall evaluate feasible CEQA approaches and options, including preparation of a program environmental impact report, use of applicable streamlining provisions, and tiering from the Propel Vallejo General Plan 2040 Environmental Impact Report, the Plan Bay Area Environmental Impact Report, or other applicable environmental documents. The memorandum shall identify Consultant’s recommended CEQA approach and the basis for that recommendation. Consultant shall coordinate with the City to obtain agreement on the CEQA approach.
Deliverable for Task 2.1:
• CEQA Strategy and Preliminary Approach Memorandum
This task assumes the following:
• The project descriptions for the Downtown Vallejo Specific Plan and Vallejo Waterfront Specific Plan will be prepared and finalized during development of the Specific Plans, before the draft Specific Plans are released for public review, and will be provided to Consultant for use in preparing the memorandum.
• One draft of the CEQA Strategy and Preliminary Approach Memorandum is included. Consultant shall coordinate with the City to confirm the CEQA approach before proceeding with Task 2.2.
• Following confirmation of the CEQA approach, Consultant shall submit a detailed scope of work for Task 2.2.
Task 2.2: CEQA Compliance
Following completion of Task 2.1 and confirmation by the City of the appropriate CEQA approach, Consultant shall prepare and submit a detailed CEQA compliance scope of work. Based on the information available at the time of this Scope of Services, the anticipated approach is preparation of a document that tiers from the Plan Bay Area Environmental Impact Report; however, the final CEQA
13 approach shall be determined through completion of Task 2.1 and confirmed by the City.
The detailed CEQA compliance scope is anticipated to address the following components: a) environmental review and documentation required under CEQA; b) tribal consultation support; c) transportation analysis for CEQA: d) Mitigation Monitoring and Reporting Program; e) CEQA Findings of Fact; and f) direct costs associated with preparation and distribution of environmental review documents
Consultant shall not commence work beyond the CEQA strategy and preliminary approach identified in Task 2.1 until the City has reviewed and authorized the detailed Task 2.2 scope in writing. The detailed scope shall identify the environmental document, technical analyses, review cycles, deliverables, assumptions, schedule, and allocation of the authorized Task 2.2 budget.
Task 3.0: Public Hearing Support
The purpose of this task is to provide CEQA-related technical and documentation support for Planning Commission and City Council consideration of the Specific Plans and associated environmental review.
Task 3.1: Staff Report and Presentation Support
Consultant shall use a City-provided staff report template to prepare or support preparation of CEQA-related staff report materials for public hearings. Consultant shall respond to one consolidated round of City comments on each staff report prepared under this task. Consultant shall also prepare a memorandum summarizing the CEQA approach for inclusion with the applicable staff report and shall prepare presentation materials using information developed under prior tasks.
Consultant project team members shall attend authorized public hearings to present environmental review information and assist City staff in responding to questions and comments from decision-makers and the public.
Deliverables for Task 3.1:
• CEQA-related staff report support and presentation materials for Planning Commission and City Council meetings
• CEQA approach memorandum to accompany the applicable Planning Commission or City Council staff report
• Attendance at authorized public hearings to present environmental review information and respond to questions
This task assumes the following:
14 • The City shall provide the applicable staff report template and consolidated comments.
• The City shall be responsible for printing costs that exceed the approved reimbursable amount.
• Attendance is budgeted for up to two Consultant staff members at up to four in-person public hearings, anticipated to include up to two Planning Commission hearings and up to two City Council hearings. Each hearing is assumed not to exceed two hours.
• Changes to presentation and staff report content between Planning Commission and City Council consideration will be limited.
• The City shall prepare official meeting minutes and maintain the administrative record for all formal Planning Commission and City Council hearings.
Task 4.0: Contingency
Task 4.1: General Contingency
The purpose of this task is to provide a mechanism for the City to authorize additional services that may be required to address unforeseen issues, expanded environmental review, additional public hearing participation, or other project needs identified during the environmental review process. Services under this task are not included within the base scope unless authorized by the City in writing.
Contingency services may include, but are not limited to, the following:
• Additional Public Hearing Support: Additional participation in Planning Commission meetings, City Council meetings, or other public hearings beyond the meetings included under Task 3.0.
• Statement of Overriding Considerations: Consultant may prepare one draft Statement of Overriding Considerations pursuant to CEQA Guidelines Section 15093, if required. The draft shall rely on information provided by the City regarding the benefits of the project and shall be supported by substantial evidence in the administrative record. City staff shall be responsible for finalizing the Statement of Overriding Considerations for consideration and adoption.
• Expanded Environmental Review: Additional environmental review, technical analysis, document revisions, consultation support, or related
15 services beyond those included in the authorized detailed scope for Task
2.2. Deliverables for Task 4.1:
• The scope, format, assumptions, schedule, and deliverables for contingency services shall be determined by the City at the time such services are authorized in writing.
Budget Allocation
The following table identifies the budget allocated to each task and subtask included in this Scope of Services. Consultant shall perform the services on a time- and-materials basis in accordance with the hourly rates and reimbursable expense provisions set forth in Exhibit “B,” subject to the task and subtask amounts shown below and the total not-to-exceed contract amount of $265,913.75.
The task and subtask amounts are intended to establish the anticipated distribution of the project budget. Consultant shall not exceed the total contract amount without prior written authorization from the City. Budget may be reallocated among tasks or subtasks only with the prior written approval of the City’s designated project manager, provided that such reallocation does not increase the total not-to-exceed contract amount or materially modify the Scope of Services.
For Task 2.2, CEQA Compliance, expenditures shall be limited to services authorized by the City following completion and approval of the CEQA Strategy and Preliminary Approach Memorandum and the City’s written authorization of the detailed CEQA compliance scope.
Task Description Budget
1.0 Project Initiation and Management $27,158
2.0 Environmental Review $217,977
3.0 Public Hearing Support $7,640
4.0 Contingency $12,639
Direct Costs $500
Total Budget $265,914
Reimbursable direct costs are included within the total not-to-exceed contract amount and shall be invoiced in accordance with the reimbursable expense provisions of Exhibit “B.” Consultant shall not exceed the amount allocated for reimbursable direct costs without the City’s prior written authorization.
16 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 hundred sixty-five thousand nine hundred fourteen dollars ($265,914).
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 and for all authorized reimbursable expenses, in a lump sum of 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.
3. Appropriate Billable Hourly Rates for Services and Additional Services. Consultant’s billable hourly rates shall be:
Description: Hourly Rate:
Senior-level consultant or
management
$264-$302
Highly specialized technical $226-$250
17 professional or supervisor of
groups of professionals
Fully qualified professional/first
complete level of specialization
$162-$214
Subconsultant contracts will be billed at direct cost. Reproduction costs will be billed at direct cost. Hourly rates are subject to adjustment on January 1 of each calendar year. Mileage will be reimbursed at the current IRS standard mileage rate.
2. 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 advance by City.
3. 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.
4. 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.
5. 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.
EXHIBIT C
18 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.
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, 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.
C. Workers’ Compensation and Employer's Liability: $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 certificate of
19 exemption form which may be obtained from the City prior to commencing any activity authorized hereunder.
D. Professional Liability (Errors and Omission): $1,000,000 per claim and annual aggregate.
3. Deductible and Self-Insured Retention. Any deductibles or self-insured 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 self-insured 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.
4. Other Insurance Provisions. The general liability and automobile liability policies, as can be provided, are to contain, or be endorsed to contain, the following provisions:
A. 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. The coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, officials, employees, agents or volunteers. The insurance is to be issued by companies licensed to do business in the State of California.
B. 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.
C. 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.
D. The Consultant's insurance shall apply separately to each insured against
20 whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
E. 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.
F. The workers’ compensation and employer’s liability policy required hereunder shall be endorsed to state that the workers' compensation carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Consultant’s performance under this Agreement.
5. Acceptability of Insurers. 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 effecting general and automobile liability insurance coverage required by this clause. 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.
7. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor.
All coverages for subcontractors shall be subject to all of the requirements stated herein.
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.