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HomeMy WebLinkAbout4.09 Geology & Geotechnical Servicesor 19 82 /ii � 111 DATE: TO: STAFF REPORT CITY COUNCIL June 17, 2014 Honorable Mayor and City Councilmembers CITY CLERK File #600 -30 FROM: Christopher L. Foss, City Manager " SUBJECT: Amendments to Agreements for On -Call Geology and /or Geotechnical Services Prepared by Nicole Gonzales, Sr. Administrative Analyst EXECUTIVE SUMMARY: The City Council will consider approving amendments to Agreements for on -call geology and /or geotechnical services. The amendments will extend the term of the Agreements for an additional two year period, and shall end on June 30, 2016. FINANCIAL IMPACT: Under these Agreements, geology and /or geotechnical services are provided to the City based on an approved rate schedule. Services provided for private development are paid for by developers. Otherwise, services will be funded by a specific Capital Improvement Program project or the Engineering Operating Budget. RECOMMENDATION: Staff recommends that the City Council adopt a Resolution approving the amendments to the Agreements for on -call geology and /or geotechnical services. u' bmitteb By Public Works Director DESCRIPTION: \ Reviewed By Assistant City Manager The City has contracted with BSK Associates, Lai & Associates, Construction Testing Services, Cal Engineering & Geology, and Geocon, since July 2012 for geology and /or geotechnical services (Attachment 2). The scope of work has primarily been in the areas of providing construction materials testing, peer review for private development projects, as well as review of grading plans. It is proposed to extend the term of the Agreements for an additional two year period, and shall expire on June 30, 2016 (Attachments 3 -7). The work performed to date by these firms has been satisfactory, professional, and competitive. Staff recommends the term extension of these Page 1 of 2 ITEM NO. 4.9 Agreements based on positive City staff and consultant interactions, and satisfactory of work performed. NOTICING REQUIREMENTS /PUBLIC OUTREACH: Staff contacted each consultant by letter proposing the term extension, including amendments for execution. ATTACHMENTS: 1. Resolution Approving First Amendments to Consulting Service Agreements with BSK Associates; Cal Engineering & Geology; Construction Testing Services, Inc.; Geocon Consultants, Inc.; and Lai & Associates for Geology and /or Geotechnical Services 2. Original Agreements for On -Call Geology and /or Geotechnical Services 3. Exhibit A of Resolution - First Amendment with BSK Associates 4. Exhibit A of Resolution - First Amendment with Cal Engineering & Geology 5. Exhibit A of Resolution - First Amendment with Construction Testing Services 6. Exhibit A of Resolution - First Amendment with Geocon 7. Exhibit A of Resolution - First Amendment with Lai & Associates Page 2 of 2 RESOLUTION NO. XX - 14 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * ** APPROVING FIRST AMENDMENTS TO CONSULTING SERVICE AGREEMENTS WITH BSK ASSOCIATES; CAL ENGINEERING & GEOLOGY; CONSTRUCTION TESTING SERVICES, INC.; GEOCON CONSULTANTS, INC.; AND LAI & ASSOCIATES FOR GEOLOGY AND /OR GEOTECHNICAL SERVICES WHEREAS, On July 17, 2012 the City Council approved a two -year Agreement with BSK Associates; Cal Engineering & Geology; Construction Testing Services, Inc.; Geocon Consultants, Inc.; and Lai & Associates for Geology and /or Geotechnical Services; and WHEREAS, the City wishes to extend the Agreements for an additional two -year period, expiring on June 30, 2016; and NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the First Amendments to Consulting Services Agreements with BSK Associates; Cal Engineering & Geology; Construction Testing Services, Inc.; Geocon Consultants, Inc.; and Lai & Associates for Geology and /or Geotechnical Services; and to perform on -call geology and /or geotechnical services; and BE IT FURTHER RESOLVED that the City Manager is authorized to execute the first Amendments to the Agreements. PASSED, APPROVED AND ADOPTED this 17th day of June, 2014, by the following vote: AYES- NOES- ABSENT- ABSTAIN- ATTEST- City Clerk Mayor t CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BSK ASSOCIATES THIS AGREEMENT for consulting services is made by and between the City of Dublin ( "City ") and BSK Associates, Inc.,( °Consultant ") as of July 18, 2012. Section 1, SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2014, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8, 1.2 Standard of Performance. Consultant shalt perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first -class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 13- Assignment of Personnel, Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The, payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between July 18, 2012 City of Dublin and BSK Associates Page 1 of 14 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this { Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently; the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City . therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. invoices shall contain the following information; u Serial identifications of progress bills; i.e., Progress Sill No. 1 for the first invoice, etc.; The beginning and ending dates of the billing period; A_Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; 4 At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Pa ment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, Consulting Services Agreement between July 18, 2012 City of Dublin and BSK Associates Page 2 of 14 unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultant's Proposal. Expenses not listed are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shat[ not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon_ Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 mate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary of this Agreement, the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco - Oakland Bay Area published by the U.S. Department of Labor, Bureau of Labor Statistics (Index) which is published for the year ending in December. If the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the rates for the current year by a fraction, the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates as set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using I% index increase as an example) HOURLY CHARGE RATE $150,00 /hr INDEX INCREASE (Assuming 1 %) 150 x.01 =1.50 1.50 /hr $151.50/hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at Its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services Consulting Services Agreement between City of Dublin and BSK Associates July 18, 2012 Page 3 of 14 required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth.herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long- distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectiy by Consultant, The Statutory Workers' Compensation Insurance and Empl`oyer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self - insurance program to meet those requirements, but only if the program of self - insurance complies fully with the provisions of the California Labor Code, Determination of whether a self - insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self - insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shalt not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile. 4.21 General requirements. Consultant, at its own cost and expense, shall main,fain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) Consulting Services Agreement between July 18, 2012 City of Dublin and BSK Associates Page 4 of 14 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. if a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles, 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11188) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12190) Code 8 and 9 ( "any auto "). No endorsement shall be attached limiting the coverage. 423 Additional requirements.. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. C. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self- insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shalt not affect coverage provided to CITY and its officers, employees, agents, and volunteers. Consulting Services Agreement between July 18, 2012 City of Dublin and BSK Associates Page 5 of 14 e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 43 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions, 43.1 Any deductible or self- insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall 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. 43.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims -made form- a. The retroactive date of the poi €cy must be shown and mast be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. G. if coverage is canceled or not renewed and it is not replaced with another claims -made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. Consulting Services Agreement between July 18, 2012 City of Dublin and BSK Associates - Page 6 of 14 4.4 All Policies Requirements. 4.4,1 Acceptability of insurers, All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage, Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 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. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self - Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self - insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self - insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self- insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.5 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at ifs sole option exercise any of the following remedies, which Consulting Services Agreement between .July 18, 2012 City of Dublin and BSK Associates Page 7 of 14 - are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach; Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof, and/or Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the { duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and /or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3, Consulting Services Agreement between July 18, 2012 City of Dublin and BSK Associates Page 8 of 14 however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. notwithstanding any other . City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent, Except as City may specify in writing, 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, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. { 73 Other Governmental Regulations, To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Consulting Services Agreement between July 18, 2012 City of Dublin and BSK Associates . Page 9 of 14 Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days' written notice to City and shall include in such notice the reasons for cancellation. - In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a - determinat €on of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. Ali obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between July 18, 2012 City of Dublin and BSK Associates Page 10 of 14 8.6 Options upon Breach bV Consultant. if Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, fifes, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Consulting Services Agreement between July 18, 2012 City of Dublin and BSK Associates Page 11 of 14 Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys` fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severabi ty. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 89000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 of seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be Consulting Services Agreement between July 18, 2012 City of Dublin and BSK Associates Page 12 of 14 entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant, Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting; focus group, or interview related to this Agreement, either orally or through-any written materials. 10.9 Contract Administration. This Agreement shall be administered by Gary Huisingh, Public Works Director ( "Contract Administrator "). All correspondence shall be directed to or through the Contract Administrator or his designee. 14.10 Notices. Any written notice to Consultant shall be sent to: Elizabeth A Levi BSK Associates 324 Earhart Way Livermore CA 94551 Any written notice to City shall be sent to Gary Huisingh, Public Works Director City of Dublin Public Works 100 Civic Plaza Dublin CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the reporUdesign preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with reportldesign responsibility," as in the following example. Seal and Signature of,Registered Professional with reportldesign responsibility. 10,12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and including the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral, Consulting Services Agreement between duly 18, 2012 City of Dublin and BSK Associates Page 13 of 14 CITY OF DUBLIN Joy' #fit ger Ghris-%p1-)er L.. Foss Attest: "L ��- Caroline Soto, City Clerk Approved as to Form: J�akker, City Attorney GACONSULTANTSkbsk1BSK agmt geotech 071812.dx Consulting Services Agreement between City of Dublin and BSK Associates BSK ASSOCIATES q1% Elizabeth A. Levi, Branch Manager July 18, 2012 Page 14 of 14 EXHIBIT A SCOPE OF SERVICES ON -CALL GEOLOGIC AND GEOTECHNICAL SERVICES Services may include geotechnical peer review of soils and geologic reports for private land development projects and Capital Improvement Program projects, testing and field observations, attendance at meetings as required. Geologic and/or geotechnical engineering technical peer reviews of development projects to be reviewed may include, but are not limited to: preparation of geotechnical and geologic reports, slope stability calculations, grading plans and proposed remedial grading plans, site improvement plans, retaining wall plans and calculations, creek stabilization plans, Storm Water Pollution Prevention Plans (SWPPP), Geologic Hazard Abatement District (GRAD) proposals and plans of control, interim grading reports and record drawings, geologic and /or geotechnical engineering observations during remedial grading, field inspections, project coordination and meetings with City Staff and developer's consultants. Geotechnical engineering services for a variety of Public Works projects, Capital Improvement Program projects and/or maintenance projects including roads, drainage, and other public facilities, and other tasks associated with Public Works infrastructure design, construction, and /or operation as assigned and directed by the City Engineer. GACONSOLTANTS16sMSK agmtgeotech 071812.doc Consulting Services Agreement between July 18, 2412 City of Dublin and BSK Associates -- Exhibit A Page 1 of 1 ": COMPENSATION SCHEDULE ON -CALL GEOLOGIC AND GEOTECHNICAL SERVICES City shall pay Consultant for work to be performed pursuant to this Agreement per the Fee Schedule(s) entitled, °2012 Schedule of Fees," attached hereto. G1CO iSULTANTSlbsklBSK agmf geofedi 071812.doc Consulting Services Agreement between July 18, 2012 City of Dublin and BSK Associates --,Exhibit B Page 1 of 1 PERSONNEL RATES U4&T 1AIII Principal...................................................................................... ............................... (per hour) $175 Senior Professional /Senior Project Manager .... ........ . ...... . .................. I.................... (per hour) 160 Project Professional /Project Manager ....................................... ............................... (per hour) 145 Staff Professional ...................................................................... ............................... (per hour) 115 Project Assistant ....................................................................... ............................... (per hour) 65 GISSpecialist ............................................................................ ............................... (per hour) 95 Technical Il lustrator .................................................................... ............................... (per hour) 75 Administrative Assistant / Clerical ................................................ ............................... (per hour) 60 TECHNICIAN (Non- Prevailing Wage) Non-Destructive Inspection/ Testing ................................................. ............................... (per hour) $95 Special Inspector ........................................................................ ............................... (per hour) 95 Engineering Technician .............................................................. ............................... (per hour) 90 Technician................................................................................. ............................... (per hour) 85 MISCELLANEOUS PerDiem .................... ..................... ........................... ........... ............. ............... ........... (per day) $125 LITIGATION and LITIGATION SUPPORT RATES (Includes expert witness services, deposition, testimony, data acquisition, research and compilation services) Principal..................................................................................... ............................... (per hour) $225 Senior ProfessionallSenior Project Manager ............................. ............................... (per hour) 190 Project Professional /Project Manager ...... ........ ........................................................ (per hour) 175 Staff Professional ...................................................................... ............................... (per hour) 150 Project Assistant ........................................................................ ............................... (per hour) 95 GISSpecialist ............................................................................ ............................... (per hour) 150 Technical Illustrator ................................................................... ............................... (per hour) 105 Administrative Assistant/Clerical ............................................... ............................... (per hour) 90 'Sworn deposition and arbitration /trial testimony will be invoiced at $350.40 per hour (4 hour minimum). Revised 01 /12112 1 i P a g e BASIS OF CHARGES FOR CONSTRUCTION OBSERVATION AND TESTING SERVICES The prices listed herein are typical of engineering, observation and testing services most frequently provided by BSK. Prices for other services and special quotations will be given upon request. Fees are subject to change without notice. Unit prices shown for the laboratory work includes reporting of laboratory test results and observations not requiring recommendations or conclusions. Unless otherwise indicated field charges do not include office preparation of test summary and report. A Premium Rate Charge of 1.25 times will apply for laboratory tests requested to be performed after 5:00 pm and before 8:00 am on weekdays, and all times on weekends or holidays. Outside consultants, subcontracted services, special equipment, machining, freight, and other charges, are invoiced at cost plus 15% service charge. The charge schedule listed below is the basis for invoicing of job site field activities for other than Professional personnel_ Field work from 0 to 4 hours Field work from 4 to 8 hours Field work over 8 hoursfSaturdays Sundays, holidays and over 12 hours Swing shift (4'00 P.M. to midnight) Graveyard shift Snow -up time (no work performed) Sampling or cylinder pick -up, minimum charge Mileage Portal to Portal Bill 4 hours Bill 8 hours Bill time and a half Bill double time Add $9,00 per hour Add $12.00 per hour Bill 2 flours Bill 2 hours $0.85 per mile Times are invoiced portal to portal from the nearest BSK office/laboratory. Project administration fees will be charged monthly on each invoice at a rate of 7 %. Project administration includes scheduling, coordination of technicians, inspectors, and equipment, report preparation and distribution. Project administration does not include engineering review time for reports. Revised 01/12/12 2 1 P, o e FIELD AND LABORATORY TESTS � P101 1_1K MOISTURE/ DENSITY CURVES Standard Proctor 4" Mold, AASHTO T -99 or ASTM D -698 ......... ............................... (per test) $160 Modified Proctor 4" Mold, AASHTO T -180 or ASTM D -1557 ...... .................. ............. (per test) 170 Modified proctor 6" Mold AASHTO T -180 or ASTM D- 1557 ........ ............................... (per test) 210 Caltrans Maximum Wet Density, CAL- 216 ....... ............................... ........................... (per test) 180 CheckPoint ................................................................................ ........................ .. ..... (per test) 110 Corps of Engineers ( AASHTO modified) .......... ............................... ........................... (per test) Quote PARTICLE SIZE ANALYSES Sieve Analysis,.with Minus #200 Wash, ASTM D -422 ................ ............................... (per test) $140 Minus #200 Sieve Analysis Wash, ASTM D- 1140 ............... ............................... ........(per test) 70 Hydrometer Analysis, ASTM D -422 ............................................. ............................... (per test) 135 Double Hydrometer Analysis, ASTM D- 4221 .... ............................... ........................... (per test) 170 Specific Gravity, ASTM D -854 .......................... ....... ........................ ...........................(per test) 120 Visual Classification, D -2488 ....................................................... ...... ........ ................. (per test) 35 Sand Equivalent, ASTM D -2419 (3 determinations ) ........................ ........................... (per test) 105 Percent Organics in Soil, ASTM D-2974... ................. .................... ........... (per test) 110 ATTERBERG LIMITS Plasticity Index, Liquid himit[Plastic Limit, ASTM D- 4318 ................ ........................... (per test) $170 Shrinkage Factors, Shrinkage Limit, ASTM D-427.—.... ....... ................................ (per test) 170 MOISTURE - DENSITY TEST TubeDensity ................................................................................ ............................... (per test) $30 Moisture Content, ASTM D- 2216 ................................................. ............... .. ........... ... (per test) 35 SWELL TESTS Expansion Index - U.B.G. Standard No. 18 -2 ... ............... ................ ........................... (per test) $190 Revised 61/12/12 3 1 P a g e t SHEAR TESTS Direct Shear, Undisturbed (quick) (3 point test), ASTM D-3080..... ........................ ... (per test) $180 Direct Shear, Remolded (quick) (3 point test), ASTM D- 3080 ..... ............................... (per test) 220 Triaxial Compression Testing and pore pressure measurements, strain - controlled, stress- controlled, creep potential determination .......... _ .......................... ............................... Quote CONSOLIDATION TESTS ASTM D -2435 (8 point curve) ...................... .......,.. ............................... (per test) $345 ExtraPoints .................................................................................. ............................... (per test) 45 Collapse Potential, ASTM D-2435._ .... ......... ........ ........... ....................................... (per test) 170 Remolded Consolidation, ASTM D- 2435 ..................................... ............................... (per test) 295 ` One- dimensional Swell, ASTM D -4546 ....................................... ............................... (per test) 95 UNCONFINED COMPRESSION TEST ASTM D -2166 (stress/ strain) ........................................................ ............................... (per test) $ 105 "R" VALUE DETERMINATION CalTrans Method 301, untreated material with stabilometer tests and moisture- density determination .......................... (per test) $220 samples containing aggregates, cement, lime, or other additives ................. (per test) Quote CALIFORNIA BEARING RATIO (CBR) CBR at 100% of maximum dry density, ASTM D -1883 inclusive of Maximum Density Curve, orAASHTO T -180, Method "D" 1 point method.... ........................................ (per test) $415 CBR at 95% of maximum dry density, ASTM D -1883 inclusive of Maximum Density Curve, or AASHTO T -180, Method 'D" 3 points method. ........ ........................... (per test) 825 Revised 01 /12 /12 4 1 P a g e PERMEABILITY TESTS Rigidwall, ASTM D- 2434 .............................................................. ............................... (per test) $235 Flexible Wall, ASTM D- 5084 ........................................................ ............................... (per test) 365 Remold Flexwali Permeability, ASTM D- 5084 .. ............................... ........................... (per test) 465 Other forms of Permeability tests ................................................. ............................... (per test) Quote SOIL CORROSWITY TESTS Minimum resistivity, CAL - 643 ....................................................... ............................... (per test) $ 115 pH..................................................................................._............ .._._.......................... (per test) 40 Soluble Sulfate, Chloride and Sulfide ............... ............................... ........................... (per test) 105 Oxidation Reduction of Soil .......................................................... ............................... (per test) 45 SOIL CEMENT TESTS Soil Cement Mix Design per PCA soil cement laboratory handbook Chapter 5 - includes Atterberg limits, sieve analysis, moisture- density, compression tests and freeze -thaw, or wetting - drying tests ...................................................................... ............................... (per test) Quote Freeze -thaw abrasion, set of 3 (sample preparation not included), D- 560 ...................... (per test) 520 Wetting- drying abrasion, set of 3 (sample preparation not included), D -559 .................... (per test) 500 Preparation of freeze -thaw or wetting -drying tests, set of 3 at varying cement content ............................................................................. ............................... (per test) 625 Compression tests, laboratory mixed and compacted samples, set of 3 ................... (per test) 200 Cement content of soil cement (ASTM C -1084 modified) ............... ............................... (per test) 200 r r ii Sample preparation fee ..................................... ............................... ...........................(per test) Crumb test, ASTM D- 6572 ... ................ ............. ... ... ......:..... (per test) Pinhole Dispersion test ................................................................ ............................... (per test) Sand Density Calibration, ASTM D- 1566 ..................................... ............................... (per test) Revised 01 /12/12 5 1 P a g e $55 65 210 80 H. AGGREGATES Sieve Analysis, coarse or fine (without wash), ASTM C-1 36 ....... ............................... (per test) $ 70 Inclusive of fineness modulus ......................................... ............................... (per test) 75 Wash Analysis, amount of material finer than No. 200 sieve, ASTM C -117 .............. (per test) 70 Specific Gravity, absorption coarse, ASTM C- 127 ........................... ........................... (per test) 100 Specific Gravity and absorption, ASTM C -128 Fine .................... ............................... (per test) 120 Organic impurities, ASTM C -40 ................................................... ............................... (per test) 65 Percent clay lumps and friable particles, ASTM C-1 42 .................................................................... ............................... (per test) 65 Percent flat and elongated particles, ASTM D- 4791 .................... ............................... (per test) 100 Moisture Content, ASTM D- 2216 ................................................. ............................... (per test) 35 Weight per cubic foot, ASTM C -29 Compact........................... ..... .......................... :........ ............................. ......... (per test) 65 Loose............................................................................... ............................... (per test) 55 Abrasion by Los Angeles Rattler test, ASTM C -131 Small size coarse aggregate..... .... ................................................................ (per test) 145 Large size coarse aggregate ............................................ ............................... (per test) 195 Sulfate Soundness_(5 cycles), ASTM C -88 per sieve size .......... ............................... (per test) 85 Minimum charge per sample. ........................ ....... ..................................... (per test) 300 Relative Mortar strength of sand, ASTM C- 87 .......................................... ....... ---- (per test) 355 Sand Equivalent, CalTrans method 217 -1, or ASTM D- 2419 ....... ............................... (per test) 105 Durability Index, CalTrans method 229 -E, per fraction ................ ............................... (per test) 210 Potential Reactivity, ASTM C-289_— ........................ — ........................ ...... ..... I ....... (per test) Quote Cleanness value, CalTrans method 227 -E .................................. ............................... (per test) 150 Hydrometer Analysis, CalTrans method 205 -F, or ASTM D -422 ............................... (per test) 140 Percentage of crushed particles, CalTrans method 205.. ......................... ................. (per test) 125 Lightweight pieces, ASTM C- 123 ................................................. ............................... (per test) 185 Revised 02 /12/12 6 1 P a a e III. CONCRETE Cement content of hardened concrete, ASTM C- 1084 ................ ............................... (per test) $315 Chemical test, ASTM C -150 (types I through V ) .............................. ........................... (per test) Quote Time of setting of hydraulic cement, ASTM C -191 ...................... ............................... (per test) 255 Specific gravity of hydraulic cement, ASTM C- 188 .......................... ........................... (per test) 135 Volume change of cement, mortar or concrete (drying shrinkage), ASTMC -157 ................................................................................ ............................... (per test) Quote Compressive test, 6" x 12" cylinder, ASTM C -39 (sets of 4) ....... ............................... (per test) 90 Compressive test, cored specimens, ASTM C--39 . ............................... ...................... (per test) 35 Compressive strength of lightweight (set of 4) ............................ ............................... (per test) 105 Preparation of specimens, diamond sawing (each end) .................. ...........................(per test) 55 Compressive strength of shotcrete panel (set of 3*) ................. ............................... (per panel) 230 Proportion of cement in hardened concrete, ASTM C- 85 ............ ............................... (per test) 330 Flexural test of concrete beam, ASTM C- 78 .............,.................. ............................... (per test) 75 Splitting tensile strength of concrete cylinders, ASTM C- 496 ...... ............................... (per test) 65 Density test of lightweight concrete, ASTM C -567 ...................... ............................... (per test) 45 "AZ" test- reinforced concrete pipe "Life Factor" (C2CO3 Equivalent ) ......................... (per test) 65 9 point core measurements, ASTM C- 174 .................................. ............................... (per test) -25 Compressive test, gunite .............................................................. ............................... (per test) 25 Concrete Trial Batch .................................................................... ............................... (per test) Quote Unit weight and absorption of hardened concrete, ASTM D -642 ............................... (per test) 95 Accelerated curing of concrete, ASTM C -684 (set of 2) .............. ............................... (per test) 210 Cylindermolds ................................................................................. ............................... (each) 5 Storage of concrete cylinders for more than 45 days ...................... ............................... (each) 50 RHP robe .......................................................................................... ............................... (each) 50 Calcium Chloride Kit ............................... . ..... ........ ................... . ...... ....... I .... ......I ....... I...... (each) 35 CHEMICAL REACTIVITY TESTS Mixing water: pH, electrical conductance, chloride, sulfate ......... ............................... (per test) $ 60 Contact soil: pH, electrical conductance, chloride, sulfate... ....................................... (per test) 100 *Does not include coring Revised 01/12/12 7 1 P a g e IV. REINFORCING STEEL REINFORCING BAR TESTS Tensile test, ##3 through #8 bars ....................... ............................... ........................... (per test) $ 120 Tensile test, #9 through #11 bars ................................................ ............................... (per test) 120 Bendtest ............................................. .... -- ................ ............ .... ............................... (per test) 120 WIRE FABRIC TESTS - ASTM A -185 Tensiontest .................................................................................. ............................... (per test) Quote Bendtest... ............... ............... ....... .......................... ...... .......................... (per test) Quote Weld shear test (average of 4) ..................................................... ............................... (per test) Quote PRESTRESSING CABLES Tensile and elongation, ASTM A--416 or ASTM A -421 ................ ............................... (per test) Quote Cable preparation.... ................. ........ ........................... ......................... - ....... ........... (per test) Quote Tendons................................ ... .... .......................... ....... ..... .......................................... (per test) Quote Revised 01 /32/12 S I A a; e V. WELDING AND STRUCTURAL STEEL WELDER QUALIFICATION TESTING Structural welding (machining included, per position - witnessing not included) Groove weld, 3/8" plate ................................................... ............................... (per test) $140 Groove weld, 1" plate .......................................... ............................... . (per test) 180 Pipeweld, 6G ............................................... :................................................. (per test) 220 Light gauge welding: State Division of Architecture, School Section Circular No. 6, plug and butt welding, 8 specimens, Three positions (witnessing not included) ....................... ............................... (per test) 280 Plug welding: two specimens, one position, Test plates included (witnessing not included) ............... ............................... (per test) 140 WELDED SPECIMEN TESTS Face Bend (preparation not incl uded) .................... : ......... ................ ........................... (per test) $ 45 Root Bend (preparation not included) .......................................... ............................... (per test) 45 Side Bend (preparation not included) ............... ........... ........................ ___ ................ (per test) 45 STRUCTURAL STEEL TESTS Tensile test (machining not included) ................................ .......................... ............. (per test) $ 65 Bend test (machining not included)__. ----- _ ............................................................... (per test) 55 Machining charges ..................................................................... ............... . . . .. .......(per coupon) 90 HARDNESS TESTS Brinell Hardness, ASTM E--10 ....................................................... ............................... (per test) $ 80 Rockwell Hardness, ASTM E- 18 .................................................. ............................... (per test) 80 HIGH STRENGTH BOLT TESTS BoltUltimate Load ............................................. ................ ............... ...........................(per test) $ 195 Bolt Hardness (set of 3) ............................................................... ............................... (per test) 75 Nut Hardness (set of 3) ................................................................ ............................... (per test) 75 Washer Hardness (set of 3) ......................................................... ............................... (per test) 75 Proof Loading, bolt or nut ............................................................. ............................... (per test) 115 Revised 01/12/12 9 1 P a g e V(. MASONRY CONCRETE MASONRY UNITS TESTING - ASTM C -90 Compression test pavers ............................................................. ............................... (per test) $ 65 Compressive test composite CMU prism ..................................... ............................... (per test) 125 Specific gravity and unit weight ......................... ............................... ........................... (per test) 95 MoistureContent .......................................................................... ............................... (per test) 45 Compression test, masonry units, ASTM C- 140 .............................. ........................... (per test) 85 Absorption test including moisture content, masonry units, ASTM C- 140 .................. (per test) 85 Lineal Shrinkage, masonry unit, per specimen ............................. ............................... (per set) Quote Shear test on masonry core ......................................................... ............................... (per test) 75 Core Compression / Shear ............................................................. ............................... (per test) 155 BRICK TESTS Compression test, ASTM C -67 ....................... ......... ... ....................... .... ...... ........ ....... (per test) $ 65 Absorption and unit weight, ASTM C- 67— ................................... ............................... (per test) 65 GROUT AND MORTAR TESTS Compression test, grout prisms (sets of 3 or 4) ............................... ........................... (per test) $ 95 Compression test, mortar cylinders (sets of 3 or 4) ..................... ............................... (per test) 65 Revised 01/12/12 A t P a g e Vfl. ASPHALT AND PAVEMENT BITUMINOUS MATERIALS, ASPHALT, ROAD OIL TESTING AC Mix Design HVEEM met hod ...................................................... .."...... .......................... ..... (per test) $2,580 Marshallmethod .............. : .................. ................................................... ......... (per test) 2,580 Includes: Material evaluation, sieve analysis, specific gravity, sand equivalent, LA Rattier, CKE, and percentage of crushed particles, ASPHALT CONTENT, BITUMEN PERCENTAGE ASTM -D2172 (centrifuge method) .................................. ............................... (per test) 210 Ash Correction" ..................................................."............ ............................... (per test) 65 ASTM 0-6307 or CAL -382 (ignition method) .................. ............ ".................. (per test) 160 Moisture content of asphalt, CAL - 370....," .................................... ............ ".................. (per test) 52 Gradation of extracted sample, ASTM D- 5444 .........................".. ....,.......................... (per test) 110 Film Stripping (excludes specific gravity of aggregate)., . ... .... ........................ ...... _ (per test) 75 Stabilometer value, CAL - 366 .......................... ........................... .. ._.. ............. .............. (per test) 260 Specific gravity of compacted sample or core, ASTM D -2726 .... ............................... (per test) 45 Specific gravity of asphalt concrete, ASTM D -2041, rice method ............................... (per test) 210 Moisture Vapor Susceptibility, CAL -307 ...................................... ............................... (per test) 170 Surface abrasion of compacted bituminous mixtures, CAL -360 -A or 8 ..................... (per test) 415 INDEX OF RETAINED STRENGTH, ASTM D- 1074, D -1475 Per set of 6 (lab -mixed samples -- not including mix design) ......................... (per test) 375 Maximum density of asphalt concrete, CAL -375 (average of 5 specimens) .............. (per test) 365 MARSHALL STABILITY AND PLASTIC FLOW OF BITUMINOUS MATERIALS, ASTM D -1559, Per set of 3 (lab -nixed samples - not including mix design) ......................... (per test) 210 Solvent disposal fee .......................................... .......... ................................................ (per test) 40 Calculated AC Maximum Density, CAL -367 ................................ ............................... (per test) 80 Marshall Maximum Density, ASTM D- 6926 ...... ............................... ...........................(per test) 240 OTHER Examination of AC Cores ..........................:"............... ...................I........... I ........... ...... (per test) 25 Thickness determination of AC Cores .......... ............................. ". ..................... (per test) 15 AC Tensile -" Strength Ratio, ASTM D -4867 Premixed......................................................................... ............................... (per test) 520 Labmixed ........................................................................ ............................... (per test) 620 Revised 01/12/12 111 P a g e VIII. MISCELLANEOUS LUMBER Specific gravity and shrinkage, ASTM D -143 .............................. ............................... (per test) $100 Moisture content of wood ASTM D -2016, method "A" (oven dry) ........................... ............................... .(per test) 40 ASTM D -2016, method "B" (electronic meter) ................ ............................... (per test) 25 Idi i Plywood Glue Shear test, ASTM D- 805 ....................................... ............................... (per test) Quote Moisture absorption of plywood, ASTM D- 805 .... .............. .............. ,..._........._..._........ (per test) $65 CALIBRATION Torque Wrench ............................................................................ ............................... (per test) $150 Hydraulic Jack. .......................................... .......... ....... ........ ......... .............. ........ (per test) 110 GLUE - LAMINATED TIMBERS Finger Joint Tension test, AITC test 106 (preparation not included) .......................... (per test) $45 Bending test for end joints, AITC test 105- ............ ­­­111 ........... ...... ­­ ...... (per test) 45 Adhesive Spread Measurement, AITC test 102 ............................... ........................... (per lest) 45 Moisture content and specific gravity, AITC test 111. ASTM D- 805 -72 ..................... (per test) 65 GALVANIZED COATING Weight of galvanized coating, ASTM A -90 .................................. ............................... (per test) $77 FIREPROOFING Dry Density, ASTM E -605 (each).-.. ........... ............ ........... — ............. ....... ..... (per test) $75 Cohesion /Adhesion ( each) ........................................................... ............................... (per test) 100 CARBON Carbon Ro -Tapp Abrasion ........................................................... ............................... {per test) $155 Carbon Sieve Analysis ................................................................. ............................... (per test) 78 Revised 01/12/12 12 1 P a ; 2 IX. EQUIPMENT CHARGES VEHICLE MILEAGE 2 -Wheel drive .............................................................................. ............................... (per mile) $0.80 4 -Wheel drive ............................. .......... (per mile) 1.75 MATERIALS TESTING * Portable power auger ................................................................... ............................... (per day) $ 35 Nuclear density gauge ................................................................. ............................... (per day) 50 Ultrasonic weld testing equipment ........................ ......................... :............................ (por day) 50 Torque wrench ............................................................................. ............................... (per day) 45 Anchor testing equipment ............................................................ ............................... (per day) 45 Schmidt hammer.. ...... .......................... ...... -- ........... ......... (per day) 45 Skidmore Wilhelm bolt tension calibrator... ..................... ............. ............. ............. (per day) 45 "R" meter.. ............................... ... I ................................... I ...... I .......... ... I..... I ....... I ......... (per day) 50 Scanning equipment (for plate thickness) .................................... ............................... (per day) 45 Inductive and conductive pipe locator .......................................... ............................... (per day) 45 Air meter (concrete)... ....... ................. ................ ........ (per day) .45 Wood moisture meter ........ ......... -- ..................... ....................... ................................. (per day) 50 Ferroscan................................................................................... ............................... (per hour) 80 * Equipment Charges do Not Include Operators CORING* Coring equipment (includes bit charges) asphaltic concrete ..... ............................... (per hour) $ 135 Coring equipment (includes bit charges) concrete or masonry . ............................... (per hour) 150 'R handlingldisposal fee of $10 may be assessed to each soil sample and tube obtained from the field for environmental projects. Traffic control costs, if required, are in addition to any drilling and /or coring costs. Scaffolding /rigging costs, if required, are to addition to any coring costs. Floor flatness testing .................................................................. ............................... (per hour) $125 Revised 01112/12 13 l P 3 g e GROUNDWATER SAMPLING AND ENVIRONMENTAL TESTING* FieldVehicle t ruck ............................................. ............................... ................. .......... (per day) $105 Truck with well sampling equipment ............................................ ............................... (per day) 350 Stearn cl eaner .............................................................................. ............................... (per day) 100 Well sounder ........................................... ............................... ... (per day) 35 Generator... .............................. ................ -- ................... ......................... ......... ......... (per day) 75 Groundwater field parameter meter ............................................. ............................... (per day) 35 Dissolved oxygen meter ............................................................... ............................... (per day) 40 Turbiditymeter ............................................................................. ............................... (per day) 50 Flow monitoring equipment..... ............................................ ....... ........................ .— (per day) 300 Explosive gas meter ..................................................................... ............................... (per day) 55 OVMPID meter, ............................................................................. ................... (per day) 75 Gas detector / LFL meter ............................................................ .............................. . .(per day) 35 Landfill gas analyzer... ............................. .................... ................. ........................... (per day) 200 Sound level meter ....................................................................... ............................... .(Per day) 30 Disposable bail er ................... : .................... ... .... ....................................... ....... ............ (per unit) 10 Disposable water sample filters—, .......................................... --- ........ ................ (per unit) 20 Hand auger and soli sampler.... ................... ..................... ­­ .............................. —.. (per day) 50 Teflontubing ..................................................... ............................... ...........................(per foot) 2 Water level transducers ................................................................... ............................... (each) 100 Sample sleeve (including caps, Teflon) 6.. ............................. ............................... (per sample) 8 Sample sleeve (including caps, Teflon) 3".. ........ ......................... -- ........ (per sample) 5 GPS{handheld) ........................................................................... ............................... (per day) 75 *Equipment charges do not include operators Revised 01/12/12 14 1 P a g L CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CAL ENGINEERING & GEOLOGY THIS AGREEMENT for consulting services is made by and between the City of Dublin ('City') and Cal Engineering & Geology, Inc.,( "Consultant") as of July 18, 2012. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2014, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8, The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shalt prepare all work products required by this Agreement in a substantial, first -class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shalt submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between July 18, 2012 City of Dublin and Cal Engineering & Geology Page 1 of 14 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant, Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible, City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices, Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: Serial identifications of progress bills; i.e., Progress Bill fro. 1 for the first invoice, etc.; ■ The beginning and ending dates of the billing period; 19 A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; 91 At City's option, for each work item in each task, a copy of the applicable time entries -or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; g The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, -as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; 4 The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 23 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed, 2A Total Payment, City shall.pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement, In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, Consulting Services Agreement between July. 18, 2012 l City of Dublin and Cal Engineering & Geology Page 2 of 14 unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultant's Proposal, Expenses not listed are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded, 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Term_ ination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2,10 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary of this Agreement, the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco - Oakland Bay Area published by the U.S. Department of Labor, Bureau of Labor Statistics (Index) which is published for the year ending in December. if the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the rates for the current year by a fraction, the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year, In no case shall the adjusted rates be less than the initial rates as set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1% index increase as an example) DOURLY CHARGE RATE $150,00/hr INDEX INCREASE (Assuming 1 %) 150 x.01 � 1.50 1.50/hr $151.501hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services Consulting Services Agreement between July 18, 2012 City of Dublin and Cal Engineering & Geology Page 3 of 14 required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long - distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure `occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self - insurance program to meet those requirements, but only if the program of self - insurance complies fully with the provisions of the California Labor Code, Determination of whether a self - insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self - insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement, An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability lnsuran 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) Consulting Services Agreement between July 18, 2012 City of Dublin and Cal Engineering & Geology Page 4 of 14 per occurrence, combined single limit coverage for risks associated with the work ( contemplated by this Agreement, If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit, Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11188) or Insurance Services Office form number GL 0002 (ed. 1173) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12190) Code 8 and 9 ( "any auto'), No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. The insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. C. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self - insurance maintained by the City shall be called upon to contribute to a loss under the coverage. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. Consulting Services Agreement beWeen July 18, 2012 City of Dubiin and Cal Engineering & Geology Page 5 of 14 e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant.to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by hither 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. 4.3.3 *The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims -made form; a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b, Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. C. If coverage is canceled or not renewed and it is not replaced with another claims -made policy form with a retroactive date.that precedes the date of this Agreement, Consultant must provide extended reporting coverage -for a minimum of five years after completion of the Agreement or the work, The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, it the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. Consulting Services Agreement between July 18, 2012 City of Dublin and Cal Engineering & Geology Page 6 of 14 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A.VI1. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein, The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 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. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self - Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self - insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self- insured retentions with respect to City, itsbfficers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self- insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant falls to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which Consulting Services Agreement between duly 18, 2012 City of Dublin and Cal E=ngineering & Geology Page 7 of 14 are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: t R Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation,of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; Consulting Services Agreement between July 18, 2012 City of Dublin and Cal Engineering & Geology Page 8 of 14 however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and /or employee contributions for PERS benefits, 6.2 Consultant No Agent. Except as City may specify in writing, 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, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Consulting Services Agreement between July 18, 2012 City of Dublin and Cal Engineering & Geology Page 9 of 14 Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement, Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compen .sation for services performed to the effective date of,termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. &4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and. is the professional-reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 - Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between July 18, 2012 City of Dublin and Cal Engineering & Geology Page 10 of 14 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 . Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City, Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement, It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Consulting Services Agreement between July 18, 2012 City of Dublin and Cal Engineering & Geology Page 11 of 14 Section 10 MISCELLANEOUS PROVISIONS, f 10.1 Attorneys_` Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled, The court may set such fees in the same action or in a separate action brought for that purpose. 10..2 Venue. - In the event that either party brings any action against the other under this Agreement, the parties agree that trial'of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10,3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agroernent shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.8 Use of Recycled Products. Consultant shad prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a uconflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 of seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 ef.seq,, the entire Agreement is void and Consultant will not be Consulting Services Agreement between July 18, 2012 City of Dublin and Cal Engineering & Geology Page 12 of 14 entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 aid, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Gary Huisingh, Public Works Director ( "Contract Administrator "). All correspondence shall be directed to or through the Contract Administrator or his designee. 10.10 Notices. Any written notice to Consultant shall be sent to; Phillip Gregory, Principal Cal Engineering & Geology 1870 Olympic Blvd, 9100 Walnut Creek CA 94596 Any written notice to City shall be sent to: Gary Huisingh, Public Works Director City of Dublin Public Works 100 Civic Plaza 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped /sealed and signed by the licensed professional responsible for the report/design preparation. The stamp /sea] shall be in a block entitled. "Seal and Signature of Registered Professional with reporYdesign responsibility," as in the following example. Seal and Signature of Registered Professional with reporUdesign responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and including the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral, Consulting Services Agreement between July 18, 2012 City of Dublin and Cal Engineering & Geology Page 13 of 14 CITY OF DUBLIN tyd on! L, Pattillo, City Manager Attest: Caroline Soto, City Clerk Approved as to Form: J Bakker, City Attorney GAC0NSULTANTSkUEng &G9ohGaI Erng agmtgeotech 071MAoc Consulting Services Agreement between City of Dublin and Cal Engineering & Geology CAL ENGINEERING & GEOLOGY Phis G go , Pri cip l Engineer July 18, 2012 Page 14 of 14 EXHIBIT A SCOPE OF SERVICES Ott -CALL GEOLOGIC AND GEOTECHNICAL SERVICES Services may include geotechnical peer review of soils and geologic reports for private land development projects and Capital Improvement Program projects, testing and field observations, attendance at meetings as required. Geologic and/or geotechnical engineering technical peer reviews of development projects to be reviewed may include, but are not limited to: preparation of geotechnical and geologic reports, slope stability calculations, grading plans and proposed remedial grading plans, site improvement plans, retaining wall plans and calculations, creek stabilization plans, Storm Water Pollution Prevention Plans (SWPPP), Geologic Hazard Abatement District (CHAD) proposals and plans of control, interim grading reports and record drawings, geologic and /or geotechnical engineering observations during remedial. grading, field inspections, project coordination and meetings with City Staff and developer's consultants. Geotechnical engineering services for a variety of Public Works projects, Capital Improvement Program projects and /or maintenance projects including roads, drainage, and other public facilities, and other tasks associated with Public Works infrastructure design, construction, and /or operation as assigned and directed by the City Engineer. GAC0NSULTANTSICa1N&(3ecAQa1 Eng agmt geotech 071812.dx Consulting Services Agreement between July 18, 2012 City of Dublin and Cal Engineering & Geology -- Exhibit A Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE ON -CALL GEOLOGIC AND GEOTECHNICAL SERVICES City shall pay Consultant for work to be performed pursuant to this Agreement per the Fee Schedule(s) entitled, "Schedule of Fees for 2012 - 2013," attached hereto, G:ICQ'49ULTMTS1Ca[Eng&GeoACaI Eng agmt gmfoch 071812.doc Consulting Services Agreement between July 18, 2012 l City of Dublin and Cal Engineering & Geology -- Exhibit B Page 1 of 1 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CONSTRUCTION TESTING SERVICES, INC. THIS AGREEMENT for consulting services is made by and between the City of Dublin ( "City ") and Construction Testing Services, Inc., Inc., ("Consultant") as of July 18, 2012. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shalt begin on the date first noted above and shall end on June 30, 2014, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section S. The time provided to Consultant to complete the services required by this Agreement shalt not affect the City's right to terminate the Agreement, as provided for in Section 8, 1.2 Standard of Performance. Consultant shall perform ail services required pursuant to this Agreement in the manner and according -to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first -class manner and shall conform to the standards of duality normally observed by a person practicing in Consultant's profession. 13 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, - Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between July 18, 2012 City of Dublin and Construction Testing Services, Inc. Page 1 of 14 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant, Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and /or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: IF Serial identifications of progress bills; Le,, Progress Bill No.1 for the first invoice, etc.; • The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount; the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; R The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; q The Consultant's signature. 2.2 Monthly Payment, City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shalt Consultant submit any invoice for an amount in excess of the maximum amount of.compensation provided above either for a task or for the entire Agreement, Consulting Services Agreement between July 18, 2012 City of Dublin and Construction Testing Services, Inc. Page 2 of 14 unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.6 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultant's Proposal. Expenses not listed are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded, 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services.,or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. 2.10 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary of this Agreement, the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco - Oakland Bay Area published by the U.S. Department of Labor, Bureau of Labor Statistics (index) which is published `for the year ending in December. If the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the rates for the current year by a fraction, the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates as set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates, SAMPLE CALCULATION: (Using 1 % index increase as an example) HOURLY CHARGE RATE $150.00Ihr INDEX INCREASE (Assuming 1 %) 150 x.01 = 1.50 1.50fr $151.501hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform Ahe services Consulting Services Agreement between July 18, 2012 City of Dublin and Construction Testing Services, Inc. Page 3 of 14 required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long - distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors, Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractors) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and.all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self - insurance program to meet those requirements, but only if the program of self - insurance complies fully with the provisions of the California labor Code. Determination of whether a self - insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shalt notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability insurance., 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) Consulting Services Agreement between duly 18, 2012 City of Dublin and Construction Testing Services, fnc. Page 4 of 14 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11188) or Insurance Services Office form number GL 0002 (ed. 1173) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12190) Code 8 and 9 ( "any auto'). No endorsement shall be attached limiting the coverage. . 423 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insureds general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. The insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self- insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. Consulting Services Agreement between July 18, 2012 City of Dublin and Construction Testing Services, Inc. Page 5 of 14 e. An endorsement shall state that coverage shall not be,canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions, 4.3.1 Any deductible or self- insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall 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. 4.33 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims -made form; The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or'the work, so long as commercially available at reasonable rates. C. If coverage is canceled or not renewed and it is not replaced with another claims -made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. Consulting Services Agreement between July 18, 2012 City of Dublin and Construction Testing Services, Inc. Page 6 of 14 4.4 All Policies Requirements, 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than ANIL 4.42 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shalt 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. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4,4.5 Deductibles and Self- Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self - insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self - insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies; which Consulting Services Agreement between July 18, 2012 City of Dublin and Construction Testing Services, Inc. Page 7 of 14 are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ■ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or ■ Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply, By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and /or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of Co. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered, pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; Consulting Services Agreement between July 18, 2012 City of Dublin and Construction Testing Services, Inc. Page 8 of 14 however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited.to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shalt have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 73 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Consulting Services Agreement between July 18, 2012 City of Dublin and Construction Testing Services, Inc. Page 9 of 14 Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant, Consultant may cancel this Agreement upon thirty (30) days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for.services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide. Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. - 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator, 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between July 18, 2012 City of Dublin and Construction Testing Services, Inc. Page 10 of 14 8.6 Options upon Breach bV Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEE=PING AND STATUS OF RECORDS, 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any tit-no during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Consulting Services Agreement between July 18, 2012 City of Dublin and Construction Testing Services, Inc. Page 11 of 14 Section 10 MISCELLANEOUS PROVISIONS, 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10,2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severabili . if a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity 'in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest, Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 ef.seq., the entire Agreement is void and Consultant will not be Consulting Services Agreement between July 18, 2012 City of Dublin and Construction Testing Sewices, Inc. Page 12 of 14 entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Gary Huisingh, Public Works Director ( "Contract Administrator "). All correspondence shall be directed to or through the Contract Administrator or his designee, 10.10 Notices. Any written notice to Consultant shall be sent to; Patrick Greenan, President Construction Testing Services 2174 Rheem Drive, Suite A Pleasanton CA 94588 Any written notice to City shall be sent to Gary Huisingh, Public Works Director City of Dublin Public Works 100 Civic Plaza Dublin CA 94568 30,11 Professional Seat. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped /sealed and signed by the licensed professional responsible for the reporUdesign preparation. The stamp/sea[ shall be in a block entitled °Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with reporf/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and including the compensation schedule attached hereto and incorporated herein as Exhibit L3, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Consulting Services Agreement between July 18, 2012 City of Dublin and Construction Testing Services, Inc. Page 13 of 14 CITY OF DUBLIN oni L, Pattillo, City Manager Attest: l Caroline Soto, City Clerk Approved as to f=orm: Jgh Bakker, City Attorney CONSTRUCTION TESTING SERVICES, INC Patrick Greenan, PresidenttPrincipal -in- Charge GAGONSULTM'TS1Gwsfndbn Testing Services (CTS)ICTS agmtgeolech 071812.doc Consulting Services Agreement between July 18, 2012 City of Dublin and Construction Testing Services, Inc. Page 14 of 14 EXHIBIT A SCOPE OF SERVICES ON -CALL GEOLOGIC AND GEOTECHNICAL SERVICES Services may include geotechnical peer review of soils and geologic reports for private land development projects and Capital Improvement Program projects, testing and field observations, attendance at meetings as required. Geologic and/or geotechnical engineering technical peer reviews of development projects to be reviewed may include, but are not limited to; preparation of geotechnical and geologic reports, slope stability calculations, grading plans and proposed remedial grading plans, site improvement plans, retaining wall plans and calculations, creek stabilization plans, Storm Water Pollution Prevention Plans (SWPPP), Geologic Hazard Abatement District (CHAD) proposals and plans of control, interim grading reports and record drawings, geologic and/or geotechnical engineering observations during remedial grading, field inspections, project coordination and meetings with City Staff and developer's consultants. Geotechnical engineering services for a variety of Public Works projects, Capital Improvement Program projects and /or maintenance projects including roads, drainage, and other public facilities, and other tasks associated with Public Works infrastructure design, construction, andlor operation as assigned and directed by the City Engineer. GACONSULTANT&Construcbm Testing Services (CTS)MS agmtgeotech 071812.doc Consulting Services Agreement between July 18, 2012 City of Dublin and Construction Vesting Services, Inc. -- Exhibit A Page 1 of 1 T ■ w s � a COMPENSATION SCHEDULE ON -CALL GEOLOGIC AND GEOTECHNICAL SERVICES City shall pay Consultant for work to be performed pursuant to this Agreement per the Fee Schedule(s) entitled, "Proposed Compensation Rates," attached hereto. GACONSULTANTMms"on Tesfiq Sewbas (CTS)1CTS agent geotech W812.doc Consulting Services Agreement between July 18, 2012 City of Dublin and Construction Testing Services, Inc. -- Exhibit B Page 1 of T I CONSTRUCTION TESTING SERVICES PROPOSEO COMPENSATION RATES CTS provides competitive rates for the high levc] of service we provide. Below is a snapshot of our fee schedule with discounted rates for the City of Dublin projects, A complete copy for all fees and services we provide is available upon request. PERSONNEL FEES AND BASIS OF CHARGES INSPECTIONS, ENGINEERING & SPEC:1AL SERVICES X FIELD INSPECTION AND LABORATORY SERVICE Soil Technician w/Nuclear Gauge and/or Sand Cone 02ortal -to portal) 4 SPECIAL SERVICES Geotechnical Pad Letter (less than 48 hours notice - $500) Standard Discounted Rate/Hour Ratelllour $ 100.00 $70.00 $250.00 Y�PROFESSIONAL ENGINEERING SERVICES Principal Engineer (Civil - Structural) $200. 0 Geotechnical Engineer $160.00 Consulting Engineer (Civil - Structural) X0.00 Senior Project Geologist $150.00 Associate Engineer, Licensed $140.0 Project Geologist $130.00 Staff Engineer /Project Manager ( Project Environmental Scientist i_ Field Supervision $110.00 Draffing 4 SPECIAL SERVICES Geotechnical Pad Letter (less than 48 hours notice - $500) Standard Discounted Rate/Hour Ratelllour $ 100.00 $70.00 $250.00 $200. 0 $145.00 $160.00 X0.00 $150.00 $150.00 $140.0 $125.00 $130.00 $105.00 ?5.09 $110.00 ?09 $90.00 $110.00 $250.00 Field inspection services Will he billed in accordance with rnininiums shown on Basis of Charges. "Professional engineering services and laboratory technician services will be billed at aclual lime. BASIS OF CHARGES Dees for tests and inspection include cost. of technician, normal equipment and regular reports. Engineering services other than supervisory will be charged at applicable rates. Soils testing with nuclear gauge and/or sand cone equipment may require applicable travel and mileage charges for equipment transport and storage per code. Fees for special projects, services overseas, or elsewhere in the United States, will be quoted on request. 'With prior notification to Client; charges are subject to change at any time. Construction Testing Services reserves the right to adjust the rates quoted in this contract based upon any Union or prevailing wage increases and/or changes in any industry requirements. NI.ININ"I HOURLY CHARGES -- INSPECTION Technician personnel and the Following minimum charges are contractual coin m itilient: One -half day or less 4 Hours Over one -half day 8 Hours Show -up time (less than 2 hours notice — 4 hour charge) 2 Hours 17 ' ul CONSTRUCTION TESTING SERVICES PROPOSED COMPENSATION RATES WORKING HOURS AND PREMIUM TIME Regular workday is the first 8 hours between 6:00 am and 6:00 pin Monday through Friday. Premium time- is as follows: Overtime, Weekdays and Saturdays (first 8 hours) 1.5 x quoted hourly rate Overtime Saturdays (over 8 hours) and Sundays (first 8 hours) 2 x quoted hourly rate Overtime Sundays (over 8 hours) and Holidays 3 x quoted hourly rate Shift differential, swing and graveyard - 12.5 %/hour additional to (Work performed between 2:00 pm and 4:00 am) base or quoted rate. `. TESTS Testing fees shown include normal time for performing test. Samples requiring special preparation will be charged at the laboratory technician rate. Fees for tests not listed-will be quoted upon request. There will be a minimum charge of $100.00 for any engineering report. Please note sonic tests may be tested by subconsultants. _ INSURANCE For the waiver of subrogation if required by client, a 2% CTS administrative fee will be added to all gross billings /revenue in addition to the 3% fee from State Fund. PAYMENT fnvoices wiI[ be submitted monthly or bimonthly for services performed during the preceding month and are payable on receipt. Interest of 1.5% per month (but not exceeding the maximum rate allowable by law) will be payable on any amounts not paid within 30 days, payment thereafter to be applied first to accrued interest and then to the principle unpaid amount. Attorney's fees or other costs incurred in collecting any delinquent amount shall be paid by client. Visa, MasterCard and American Express payments are accepted however fees will apply. Visa and MasterCard payments require an additional 3% on top of the amount of the invoice being paid. American Express payments require an additional 4% on top of the amount of the invoice being paid, is I ie S MISCELLANEOUS CHARGES - Ortly Wtere Applicable Facsimile charges. Plus 1.00 /page (n /c for cover page) $5.00 Parking Fees At Cost Air Travel Cost Plus 5% Outside Services Cost Pius 20% Subsistence (per union contract) $85.00 /day A4i leage Standard Federal Rate Project Management & Administration 5% Monthly Invoice Samples Made by Others: Concrete Cylinders $100 + Test Samples Made by Others: All Other Tests $40 t- Test Returned Check Fee $100 `. TESTS Testing fees shown include normal time for performing test. Samples requiring special preparation will be charged at the laboratory technician rate. Fees for tests not listed-will be quoted upon request. There will be a minimum charge of $100.00 for any engineering report. Please note sonic tests may be tested by subconsultants. _ INSURANCE For the waiver of subrogation if required by client, a 2% CTS administrative fee will be added to all gross billings /revenue in addition to the 3% fee from State Fund. PAYMENT fnvoices wiI[ be submitted monthly or bimonthly for services performed during the preceding month and are payable on receipt. Interest of 1.5% per month (but not exceeding the maximum rate allowable by law) will be payable on any amounts not paid within 30 days, payment thereafter to be applied first to accrued interest and then to the principle unpaid amount. Attorney's fees or other costs incurred in collecting any delinquent amount shall be paid by client. Visa, MasterCard and American Express payments are accepted however fees will apply. Visa and MasterCard payments require an additional 3% on top of the amount of the invoice being paid. American Express payments require an additional 4% on top of the amount of the invoice being paid, is I ie S E wo- R" F CONSTRUCTION TESTING SERVICES PROPOSED COMPENSATION PATES SOILS, AGGREGATE, ASPHALTIC CONCRETE AND OTHER TEST SERVICES Standard Rate/Each Sample pickup $1 c eh Plasticity index ASTM D -4318 $220.00 Expansion index ASTM D- 4829/UBC18.2 $220:00 Laboratory moisture - density tests AST\4 D- 1557/D -698 $300.00 Calif. 216 (feet Method) $260.00 "R" (Resistance) value (tninimum 3 pts) Untreated Moisture Content Determination & Dry Density Unconfined Compressive Strength Direct Shear Test pH of Soil Sieve Analysis — Coarse Retained on No. 4 Sieve Fine Passing No.4 Sieve Combined with 200 Wash 200 Wash Only Cleanness value Sand equivalent (average of 3) Durability factor - coarse Durability factor -fine Durability factor- combined Extraction with Gradation Asphalt Specific Gravity and Unit weight Lab Test Maximum Density - LTMD Marshall Maximum Density Rice Maximum Theoretical Specific Gravity Calif. 301 ASTM D- 2216/D -2937 ASTM D -21.66 ASTM C -136 /Calif 202 ASTM C- 136 /Cali£202 ASTM C -117 Calif. 227 Calif. 217 Calif 229 Calif. 229 Calif. 229 ASTM D 1188 Calif. 375 Calif. 304 ASTM D- 2041 /Calif. 309 Eli Discounted Rate/Each $5.00 /each $150.00 $180.00 $150.00 $150.00 $300.00 $40.00 $150.00 $275.00 $225.00 $75.00 $95.00 $110.00 $75.00 $125.00 $75.00 $200.00 $175.00 $210.00 $300.00 $90.00 $275.00 $230.00 $160.00 L9 C �� CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND GEOCON CONSULTANTS, INC. THIS AGREEMENT for consulting services is made by and between the City of Dublin ( "City ") and Geocon Consultants, Inc., Inc.,( "Consultant") as of July 18, 2012. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2014, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first -class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner'set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between July 18, 2012 City of Dublin and Geocon Consultants, Inc. Page 1 of 14 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No.1 for the first invoice, etc.; • The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; • At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; IN The Consultant's signature. 2.2 Monthly Pay _m_ent, City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment._ City shalt pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, Consulting Services Agreement between July 18, 2012 City of Dublin and Geocon Consultants, Inc. Page 2 of 14 unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultant's Proposal. Expenses not listed are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator, 2.10 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary of this Agreement, the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco - Oakland Bay Area published by the U.S. Department of Labor, Bureau of Labor Statistics (Index) which is published for the year ending in December. If the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the rates for the current year by a fraction, the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates as set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1% index increase as an example) HOURLY CHARGE RATE $150.001hr INDEX INCREASE (Assuming 1 %) 150 x.01 � 1.50 1.50Jhr $151.501hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services Consulting Services Agreement between July 18, 2012 City of Dublin and Geocon Consultants, Inc. Page 3 of 14 required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long- distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. . INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shalt, at its sole cost and expense, maintain Statutory Workers` Compensation insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self - insurance program to meet those requirements, but only if the program of self- insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, it insurance is provided, or the Consultant, if a program of self - insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) Consulting Services Agreement between July 18, 2012 City of Dublin and Geocon Consultants, Inc. Page 4 of .14 ( r per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles. 4.2.2 Minimum scope of coverage_ Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1173) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ( "any auto "). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. C. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self- insurance maintained by the City shall be called upon to contribute to a loss under the coverage, Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. Consulting Services Agreement between July 18, 2012 City of Dublin and Geocon Consultants, Inc. Page 5 of 14 e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. - Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self- insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall 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. 4.3.3 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims -made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. C. If coverage is canceled or not renewed and it is not replaced with another claims -made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. Consulting Services Agreement between July 18, 2012 City of Dublin and Geocon Consultants, Inc. Page 6 of 14 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests` rating of no less than A:VI1. 4.4.2 Verification of coverage. Prior to beginning any work under'this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 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. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self - Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self- insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self- insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self- insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which Consulting Services Agreement between July 18, 2012 City of Dublin and Geocon Consultants, Inc. Page 7 of 14 are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: ■ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ■ Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or It Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 , Independent-contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; Consulting Services Agreement between July 18, 2012 City of Dublin and Geocon Consultants, Inc. Page 8 of 14 however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PE;RS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, 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, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement.. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other_ Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors Have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Consulting Services Agreement between July 18, 2012 City of Dublin and Geocon Consultants, Inc. Page 9 of 14 Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of. such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments, The parties may amend this Agreement only by a writing signed by all the parties, 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between July 18, 2012 City of Dublin and Geocon Consultants, Inc. Page 10 of 14 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant, or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, _that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and /or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request'of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Consulting Services Agreement between July 18, 2012 City of Dublin and Geocon Consultants, Inc. Page 11 of 14 Section 10 MISCELLANEOUS PROVISIONS, 10.1 Attorneys' Fees. It a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 103 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach.. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 of seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 ef.seq., the entire Agreement is void and Consultant will not be Consulting Services Agreement between July 18, 2012 City of Dublin and Geocon Consultants, Inc. Page 12 of 14 entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration, This Agreement shall be administered by Gary Huisingh, Public Works Director ( "Contract Administrator " ). All correspondence shall be directed to or through the Contract Administrator or his designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Rick Day, Vice President Geocon Consultants, inc. 6671 Brisa Street Livermore CA 94550 Any written notice to City shall be sent to: Gary Huisingh, Public Works Director City of Dublin Public Works 100 Civic Plaza Dublin CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped /sealed and signed by the licensed professional responsible for the report/design preparation. The stamp /seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and including the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Consulting Services Agreement between July 18, 2012 City of Dublin and Geocon Consultants, inc. Page 13 of 14 CITY OF DUBLIN C J ni L. Pattillo, City Manager Attest: Caroline Soto, City Clerk Approved as to Form: )ohfi-Bakker, City Attorney GAGONSULTANT&GEOCOMGeocon agent geoted 071812.doo Consulting Services Agreement between City of Dublin and Geocon Consultants, Inc. GEOCON CONSULTAN S,1NC. Rick Day, Vice President July 18, 2012 Page 14 of 14 EXHIBIT A SCOPE OF SERVICES ON-CALL GEOLOGIC AND GEOTECHNICAL SERVICES Services may include geotechnical peer review of soils and geologic reports for private land development projects and Capital Improvement Program projects, testing and field observations, attendance at meetings as required. Geologic and/or geotechnical engineering technical peer reviews of development projects to be reviewed may include, but are not limited to: preparation of geotechnical and geologic reports, slope stability calculations, grading plans and proposed remedial grading plans, site improvement plans, retaining wall plans and calculations, creek stabilization plans, Storm Water Pollution Prevention Plans (SWPPP), Geologic Hazard Abatement District (CHAD) proposals and plans of control, interim grading reports and record drawings, geologic and /or geotechnical engineering observations daring remedial grading, field inspections, project coordination and meetings with City Staff and developers consultants. Geotechnical engineering services for a variety of Public Works projects, Capital Improvement Program projects and /or maintenance projects including roads, drainage, and other public facilities, and other tasks associated with Public Works infrastructure design, construction, and /or operation as assigned and directed by the City Engineer. GACONSULTANTMEOCPaMeocon agmt geoteO 071812.doc Consulting Services Agreement between July 18, 2012 City of Dublin and Geocon Consultants, Inc. -- Exhibit A Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE ON -CALL GEOLOGIC AND GEOTECHNICAL SERVICES City shall pay Consultant for work to be performed pursuant to this Agreement per the Fee Schedule(s) entitled, `Proposed Compensation Rates," attached hereto. G AG0NSU LTANTSiGE00=Geocon agent gaotech 071812.doc Consulting Services Agreement between July 18, 2012 City of Dublin and Geocon Consultants, Inc, -- Exhibit B Page 1 of 1 TYwolb/ ON c� �leLrrr(A�� -F� nerd ��rricn PROPOSAL FOR GEOLOGIC AND GEOTECHNiCAL ENGINEERING SERVICES FOR THE CITY OF DUBLIN DEPARTMENT OF PUBLIC WORKS PROPOSED COMPENSATION RATES Professional Services Engineering Field Technician /Special Inspector I (including Equipment and Nuclear Gauge) ..................... $70 /$95(PW) * /hr. Engineering Field Technician /Special Inspector 11 (Including Equipment and Nuclear Gauge) .................... 80 /105(PW) * /hr. Engineering field Technician /Special Inspector III (including Equipment and Nuclear Gauge) ................... 90/115 (PW) * /hr. Word Processor /Technical Editor ................................... ................................... 1............. 11,........1 ......... 70 /hr, ....................... Engineering/Research Assistant /Technical Illustrator - .................................. ............................... ................111,1.......... 80 /hr. Project Coordinator /CIS Specialist .............................. ............................... 90 /hr. Staff Engineer/Geologist, ................ ...... ....... .............. ................. ..... 100 /hr. .................... Senior Staff Engineer /Geologist ..................... ............................... .......1111 110/hr. Project Engineer / Geologist .................. ........................_...1 ........ 120 /hr. 1111.. SeniorProject Engineer /Geologist ................................................................................................. ............................... 130 /hr. Senior Engineer /Geologist/ Geophysicist ........................................................................................ ............................... 150 /hr. AssociateEngineer / Geologist ......................................................................................................... ............................... 180 /hr. Principal Engineer /Geologist /Litigation Support ............................................................................ ............................... 220 /hr. Depositionor Court Appearance ............................. ................. ............... - ...................... ....... .......................... ........... I., 400 /hr, Overtime and Saturday Rate ................................................................................ ............................1.5 X Regular Hourly Rate Sunday and Holiday Rate...._... .................... ................ ..................... __ ............................ .......... 2 X Regular Hourly Rate MinimumProfessional Fee .................................................................................................. ............................... $500 /Project Minimum Field Services Fee (per day or call- out) ......................................................................... ............................... 2 Hours *Prevailing Wage (PW) California Labor Cade 6720, et. Seq. Travel Personnel............................ ............... .......... ..................................................... ................ __.................... Regular Hourly Rate Subsistence(Per Diem) .............................................................. ............................... ............ ............................... $150 /day VehicleMileage ........................................................................................................................ ............................... 0.75 /mile Equipment & Analytical Tests Pick -up Truck .......................... ............................... $125 /day Equipment Truck ................... ............................... 200 /day Direct -Push Rig /Operator ................1111.. 140 /165(PW) * /hr Direct -Push Sample Liner ...... ............................... 5/e a. Equipment Trailer... ................ ............................... 100 /day ReMi Shear Wave Velocity Equipment,-.... ............ 200 /day Earth Resistivity Meter .......... ............................... 100 /day Coring Machine (concrete, asphalt, masonry) ..... 175 /day Generator or Air Compressor ............................... 100 /day GPsUnit ................................. ............................... 160 1day Drive -Tube Sampler or Hand -Auger .........1111....... 40 /day oil Sample Tube (Brass or Stainless) .................. 10 /ea. Water Level Indicator ........... ............................... 40 /day Photo - Ionization Meter ......... ............................... $125 /day Level D PPE /Decon Rinse Equipment ................... 50 /day pH /Conductivity /Temperature Meter ................. 50 /day 55- gallon drum ...................... ............................... 55 /ea. TPHg /BTEX (EPA 8015M/8021B) .......................... 70 /ea. TPHg /BTEX /MTBE (EPA 8015M/8260B) .111........:1. TPHd /TPHmo (EPA 8015M) ... ............................... Fuel Oxygenate Compounds (EPA 8260B) ............ Volatile Organic Compounds (EPA 8260B) ....... I.... Semi- Volatile Organic Compounds (I=PA 8270) .... CAM 17 Metals (EPA 6010B) ................111.1.......... Single Metal (EPA 6010B) ...... ............................... WET or TCLP Extraction ......... ....................1.......... Stainless Sampling Pump ...... ............................... 150 /day Soil pH (EPA 9045C).. ................ I ......... ..:................ 100 /ea, 75 /ea. 110 /ea. 150 /ea, 300 /ea. 170/ea. 20 /ea. 75 /ea. 20 /ea, Gcocon Consultants, Inc. 5 December 22, 2011 Jr 2 AGGREGATE PROPERTIES GE O CON ` �Gruu,�409/_jI ' #200 Wash ( D1140 /C117) ..................................... PROPOSAL FOR GEOLOGIC AND GEOTECHNICAL ENGINEERING SERVICES FOR THE CITY OF DUBLIN DEPARTMENT OF PUBLIC WORKS RM I MR MA Battery - Powered Pump ........ ............................... 75 /day 48 -hour Turn - Around -Time .60% surcharge 80 /ea. Moisture Determination and Unit Weight (D2937) Laboratory Tests IN COMPACTION CURVES 4 -inch mold ( D1557/ D698) .... ............................... $120/ea. SOIL AND AGGREGATE STABILITY Resistance Value, R -Value (D2844/CAL301) ......... $250 /ea. 125 /ea. 6 -inch mold ( D1557/ D698) .............. I ........ I ........ ... 135/ea. R- Value, Treated (CAL301) ................. .. 260 /ea. is California Impact ( CAL216) .... ............................... 180 /ea. California Bearing Ratio ( D1883 )........................... 175/pt, 70 /ea. Check Poi nt ............................ ............................... 85 /ea. Stabilization Ability of Lime (C977) ....................... 180/ea. SOIL AND AGGREGATE PROPERTIES #200 Wash ( D1140 /C117) ..................................... $55 /ea, Moisture Determination, tube sample (D2216) ... $20 /ea, Wet Sieve Analysis to #200 (D422/CAL202) ......... 80 /ea. Moisture Determination and Unit Weight (D2937) Hydrometer Analysis (D422)._., .............. ............ 120 /ea. Atterberg Limits: Plasticity Index (D4318) ............ 125 /ea. Sieve Analysis with Hydrometer (D422) ....... I....... $150/ea. Sand Equivalent (D2419/CAL217) ...........I ............. $85 /ea, Specific Gravity, Soil (D854). .......................... ...... 70 /ea. pH and Resistivity (CAL643) .. . ............................... 95 /ea. Specific Gravity Coarse Aggregate (C127) ............ 50 /ea. Sulfate Content ( CAL417) ....... ............................... 27 /ea, Specific Gravity Fine Aggregate (C128) ................. 68 /ea. Chloride Content (CAL422) .... ............................... 27 /ea, Cut /Extract Shelby Tube ........ ............................... SHEAR STRENGTH 50 /ea. Organic Content (D2974) ....... .............................., CONCRETE 50 /ea. r.. Unconfined Compression (D2166) ....................... Direct Shear (D3080) ( 3pt) ..... ............................... Unconsolidated - Undrained Triaxial Shear D2850 ( ) $95 /ea. 350/ea. .,. Compressive Strength, Cast Cylinders (C39).....,.,, Compressive Strength, Cores (C42)....................... Flexural Strength Beam ( C78/C293) ...................... $25 /ea. 40 /ea. 80 /ea. a Unconsolidated - Undrained Triaxial Staged (D2850) Consolidated- Undrained Triaxial Shear (D4767).. 263/pt. Splitting Tensile Test ( C496) ... ............................... Mix Design Review ................. ............................... 69 /ea, 185 /ea. Consolidated- Undrained Triaxial Staged (D4767) 335/ea. Trial Batch ............................. ............................... 475/ea, Consolidated - Drained Triaxial Shear (EM1110).... Consolidated - Drained Triaxial Staged (EM1110),. 370 /pt. 475/ea. MASONRY CMU Compressive Strength (C140) ....................... $60 /ea. PERMEABILITY, CONSOLIDATION AND EXPANSION Permeability, Flexible Wall (D5084) ..................... $265/ea. Compressive Strength, Grout (C1019 /UBC 21 -19) 25 /ea. Compressive Strength, Mortar (C109 /UBC 21- 15,16) Permeability, Rigid Wali ( D5856 ) .......................... 255/ea. CMU Unit Wt., Dimen., Absorption (C140).........., 60 /ea. Consolidation (D2435)­'.­ ........................ ......... Expansion Index (D4829 /UBC 29- 2) ...................... 50 /pt. 135/ea, Compressive Strength, Masonry Prism (C1314) ... 115/ea. ASPHALT CONCRETE AGGREGATE QUALITY Dry Sieve Analysis to #200 (C136) ... ................ I..., $80 /ea. Density, Hveem ( D2726/ CAL308 ) .......................... Stabilometer ( D1560/ CAL366 ),............................. $85 /pt. 170 /ea, L.A. Rattler Test (500 rev.) (C131) ......................... 185/ea. Theoretical Max. Specific Gravity (D2041/CAL309) Sulfate Soundness (per sieve size) (C88) .............. Durability Index ( D3744/ CAL229 ) ......................... 75 /ea. 135 /ea. Sieve Analysis Extracted Aggregate (C136 /CAL202) Core Unit Weight ( D1188 /CAL308) .......... .... .... .... . .48 /ea. Unit Weight (C142) ................ ............................... 69 /ea. %Asphalt, Ignition Method (D6307/CAL382) ...... 100 /ea. Organic Impurities - Sand ( C40 ) ............................ Friable Particles ( C142) .......... ............................... 55 /ea. 80 /ea. % Asphalt, Ignition Calibration (D6307/CAL382) ...... Marshall Series (UW, SG, Flow &Stab, Grad., % Asphalt) 190/ea. 550/ea. Geocon Consultants, Inc. 16 -- December 22, 2011 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND LAI & ASSOCIATES THIS AGREEMENT for consulting services is made by and between the City of Dublin ( "City ") and Lai & Associates, Inc.,("Consultant ") as of July 18, 2012. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2014, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first -class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession, 1.3 Assignment of personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement, In the event that City, in its sole discretion, at any 'time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. . COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as 1=xhibit B. In the event of a conflict between this Agreement and Consultant's proposal, regarding the amount of compensation, the Agreement shall . prevail, City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant. for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person, Consulting Services Agreement between -� -- July 18, 2012 City of Dublin and Lai & Associates Page 1 of 14 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and, subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices, Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: a Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc,; • The beginning and ending dates of the billing period; • A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; • At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; • The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant { reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 f=inal Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a - final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, Consulting Services Agreement between July 18, 2012 City of Dublin and Lai & Associates Page 2 of 14 unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the following fee schedule: 2.6 Reimbursable Expenses. Reimbursable expenses are specified in the Consultant's Proposal. Expenses not listed are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2,9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator, 2.10 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary of this Agreement, the amount of said increase to be approved by the City. The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco- Oakland Bay Area published by the U.S. Department of Labor, Bureau of tabor Statistics (index) which is published for the year ending in December.. If the Index has increased over the Index for the prior year, the rates for the following year shall be estabilshed by multiplying the rates for the current year by a fraction, the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year. In no case shall the adjusted rates be less than the initial rates as set forth in Exhibit B. A sample calculation is set forth below. The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and . shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1% index increase as an example) HOURLY CHARGE RATE $150.00Ihr INDEX INCREASE (Assuming 1%) 150 x.01 = 1.50 1.50/hr $151.501hr Section 3. FACIL1TlES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services Consulting Services Agreement between July 18, 2012 City of Dublin and Lai & Associates Page 3 of 14 required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. in no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long - distance "telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers` Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employers Liability insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultant may rely on a self - insurance program to meet those requirements, but only if the program of self - insurance complies fully with the provisions of the California Labor Code. Determination of whether a self - insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator, The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shalt state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000,00) Consulting Services Agreement between July 18, 2012 City of Dublin and Lai & Associates Page 4 of 14 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least - twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles. 4.2.2 Minimum scope of-coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed, 1173) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad f=orm Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ( "any auto "). No endorsement shall be attached limiting the coverage. 4.2.3 Addiflonal requirements. Fach of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self- insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. Consulting Services Agreement between July 18, 2012 City of Dublin and Lai & Associates Page 5 of 14 An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Profes -sional_Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions, 4.3.9 'Any deductible or self - insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall 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. 4.33 The policy must contain a cross liability or severability of interest clause. 4.3.4 The following provisions shall apply if the professional liability coverages are written on a claims -made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. C. If coverage is canceled or not renewed and it is not replaced with another claims -made policy form with a retroactive date that precedes the date of this'Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels-or does not renew the coverage. d. A copy of the'claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. Consulting Services Agreement between July 18, 2012 City of Dublin and Lai & Associates Page 6 of 14 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 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, 4AA Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected, 4.4.5 Deductibles and Self - Insured Retentions. Consultant shall disclose to and l obtain the approval of City for the self- insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self - insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self- insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which Consulting Services Agreement between July 18, 2012 City of Dublin and Lai & Associates Page 7 of 14 {k are alternatives to other.remedies City may have and are not the exclusive remedy for Consultant's breach: Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Y Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1 ) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and /or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 13; Consulting Services Agreement between July 18, 2012 City of Dublin and Lai & Associates Page 8 of 14 however, otherwise City shalt not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent, Except as City may specify in writing, 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, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL. REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 73 Other Governmental Regulations. To the extent that this Agreement may be funded by ( fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Incenses from City. 7.6 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Consulting Services Agreement between . July 18, 2012 City of Dublin and Lai & Associates Page 9 of 14 Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION, 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, ektend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting_ City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant, Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. Consulting Services Agreement between July 18, 2012 City of Dublin and Lai & Associates Page 10 of 14 �- 8.6 Options u on Breach bV Consultant, If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS, 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement, 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Consulting Services Agreement between July 18, 2012 City of Dublin and Lai & Associates Page 11 of 14 Section 10 MISCELLANEOUS PROVISIONS, 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the united States District Court for the Northern District of California, 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 ' Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled_Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 of seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City, If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 ef.seq., the entire Agreement is void and Consultant will not be Consulting Services Agreement between July 18, 2012 City of Dublin and Lai & Associates Page 12 o €14 entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10,8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Gary Huisingh, Public Works Director ( "Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his designee. 10.10 Notices. Any written notice to Consultant shall be sent to; Paul S, Lai, Vice President Lai & Associates 416 Boulder Court, Suite 400 Pleasanton CA 94666 Any written notice to City shall be sent to; Gary Huisingh, Public Works Director City of Dublin Public Works 100 Civic Plaza Dublin CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped /sealed and signed by the licensed professional responsible for the report/design preparation. The stamplseai shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. PROFESS {�� L j ` No 2326 Fri Seal . nd Signature f Regist repo design responsibility. a�CAUF 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, and including the compensation schedule attached hereto and incorporated herein as Exhibit B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Consulting Services Agreement between July 18, 2012 City of Dublin and Lai & Associates Page 13 of 14 CITY OF DUBLIN LAI 'ASSOCIATES oni L. Pattillo, City Manager Paul a!-Wing Lai,) Attest: �L ` �4�'!l Caroline Soto, City Clerk Approved as to Form: -�- Jol�r- talCker, City Attorney GAMNSULTANTSIai &AssodateslLai agmtgeotech 671812.doc_ President Consulting Services Agreement between July 18, 2012 City of Dublin and Lai & Associates Page 14 of 14 EXHIBIT A SCOPE OF SERVICES Oil -CALL GEOLOGIC AND GEOTECHNICAL SERVICES Services may include geotechnical peer review of soils and geologic reports for private land development projects and Capital Improvement Program projects, testing and field observations, attendance at meetings as required. Geologic and/or geotechnical engineering technical peer reviews of development projects to be reviewed may include, but are not limited to: preparation of geotechnical and geologic reports, slope stability calculations, grading plans and proposed remedial grading plans, site improvement plans, retaining wall plans and calculations, creek stabilization plans, Storm Water Pollution Prevention Plans (SWPPP), Geologic Hazard Abatement District (GRAD) proposals and plans of control, interim grading reports and record drawings, geologic and /or geotechnical engineering observations during remedial grading, field inspections, project coordination and meetings with City Staff and developer's consultants. Geotechnical engineering services for a variety of Public Works projects, Capital Improvement Program projects and/or maintenance projects including roads, drainage, and other public facilities, and other tasks associated with Public Works infrastructure design, construction, and /or operation as assigned and directed by the City Engineer. G: ICONSULTANTSTal & AssociateslLai agmt geotech 071812.doc Consulting Services Agreement between July 18, 2012 City of Dublin and Lai & Associates -- Exhibit A Page 1 of 1 EXHIBIT B COMPENSATION SCHEDULE ON -CALL GEOLOGIC AND GEOTECHNICAL SERVICES City shall pay Consultant for work to be performed pursuant to this Agreement per the Fee Schedule(s) entitled, "Fee Schedule - 2012," attached hereto. G:1MNSULTANTSUI & Assocateslai agmt geoted) 071812.dx Consulting Services Agreement between July 18, 2012 City of Dublin and Lai & Associates -- Exhibit B Page 1 of 1 l f F ( LAI & ASSOCIATES FEE SCHEDULE - 2012 General Principal Engineers and Geol ogists ............................... ............................................ ... .............................. ......... Senior Engineers and Geologisis ........................................................................................... ............................... Project Engineers and Geol ogksts ......... -- ............................................................................. ............................... ScoffEngineers and Geologists .............................................................................................. ............................... EngineeringTech nicio ns.... ...................................................................................................... ............................... Draftsman.................................................................................................................................... ............................... WordProcessor .......................................................................................................................... ............................... Clerical......................................................................................................................................... ............................... OutsideServices ......................................................................................................................... ............................... Vehicle................................ ............................................... ............... ---- .... ........... ................................................... Nuclear Density Gauge (Two -Hour Minimum) .................................................................... ............................... Seismograph(12 Channel} ............................................................................ ............................... SlopeIndicator,... .............................................. ...... ............................................ ................ Shoring.............................................................................................................. ............................... WaterPurnp ....................................................................................................... ............................... PiezometerReod -Out Unit ......................... ........................... ............................... -- ..................... Settlement Transducer Read - Out ....................... ---- ....................... ......... .................... ---- Biding Roie /Hour ........... ............................... $190.00 ................... .........................145.00 ............. ............................... I30.W .............................. ..............115.00 103.00 ................. 85.03 ..... ............................... 60.00 ...................... I..................... 40.00 Cost + 20% ..............:...........60 /mile .............. ............................... l 1.00 ... ............................... 409.03 /da y ... ............................... 289.00/day ... ............................... 122.00 /day ..... ...........1...........I....... 35.00/day 174.00 /day ............. .....................174.00 /day Overtime work performed of the request of the Client or necessitated by Coniraciorworking overtime will be billed at 1.5 times the hourly rates fisted above. Experi witness tesiimony/deposillon minimum charges: $2,700 /day, $1,750 1ha4- day; preparation at applicable hourly roles. P(ojectielated aul -side casts including: Equipment rental, consultants, special fees, permits or insurance, meals and lodging and ofhersimkir items are billed at cost + 20 %. In lieu of individually charging for: photo copies, federat express, facsimile, telephone and clerical time a fiof fee of 2% of to3ai lobar will be charged. Copies of previously issued reports of up to 50 pages will be billed at $80.03 for the first copy, and $40.00 for each additional copy. Specific quoies for larger reports and /or reporls containing drowings larger than 8% X 11 inches. Laboratory Tests (Unit charge for laboratory festing including the normal laboratory work and report of results only. Unusual or time - consuming sample preparation or special tests are billed at houriycharge for the loboratory technician. Charges fortestingwhich ore not lisiedwill be given upon request. Similoriy, a reduction of the Fee Schedule rate can be given for a large number of tests). A new Fee Schedule is issued at the beginning of each year. Unless other arrangements have been mode, charges for all work performed offer December 31, 2012, (including projects initiated in the prior year) will be based on the new schedule of charges. A service charge of one percent per month (but not exceeding the maximum rate allowable by low,) will be payable an any amounts not paid wiihin 30 Cloys, paymenl thereafter to t')e applied first to ac(-wed interest and then to fhe principal unpairi amount. Any oilorney's fees or other costs incurred in collecting any delinquent amount shall be paid by the Client. Billing Billing Raie esi Shrink/Sweli Tests (including moisture content Raie Tesi i Clossification Tests A. Undisturbed......-- ............................................ ............................... $ 95 Atterberg Limits f PI & LL) . ........... I .................. .......... ...........................$250 182 { Sieve Analysis ............................... ............................... ............................228 and dry unit weight determinafions) Percent Passing 12N Sieve ..................................... .............................60 ! HydrameierAnalysis ................ ....................... ............................... .......139 113 SandEquiv(jlent .......................... ............................... ............................118 } Specific Groviiy ........................... ............................... ............................143 B. Unconsolidated, Undrained & Backsaturotiori ... ...........251 Bulk Specific Grovity .................. ............................... ............................124 270 D, Consolidated, Undrained & Bocksaiuraied ..................341 Moisture Content /Unit Weight ................ ..35 267 Compaction Curves G. Remolded Specimens, Add, Per Point .............................. A. 4 -Inch Mold. ......................... ....................................... --280 €; B. 6 -Inch Mold ............................. ............................... ............................330 95 B. Remolded ................................................ ............................... 150 C. Cal Impact N et) ................. ............................... ............................226 and dry unit weight determinations) D. Cal Import ( Dry} ........................................ -- ... ... .... ........................ 265 226 E. 1 Point Verification ................................................. .............................97 r Durability Factor Asphaltic Concreie tA. Fine ................................................. ............................... .......................110 170 :. B. Coarse .................................................................. ............................... 180 ,• L.A. Rattler. ................. ....... ............. --- .................................. ......... --226 R -Votue Tests a Not Requiring Reproporlioning ................... ........... ............................310 Requiting Reproportioning ................ ................. ............................... .. 350 Cement. Lime, Other ................. ............................... ............................350 Concrete Tests (including moisture content and dry unit weight determinations) A. Compression Tests (each specimen) ...... .............................30 B. Trial Batch ................................ ............................... ............................914 A new Fee Schedule is issued at the beginning of each year. Unless other arrangements have been mode, charges for all work performed offer December 31, 2012, (including projects initiated in the prior year) will be based on the new schedule of charges. A service charge of one percent per month (but not exceeding the maximum rate allowable by low,) will be payable an any amounts not paid wiihin 30 Cloys, paymenl thereafter to t')e applied first to ac(-wed interest and then to fhe principal unpairi amount. Any oilorney's fees or other costs incurred in collecting any delinquent amount shall be paid by the Client. Billing Raie esi Shrink/Sweli Tests (including moisture content and dry unit weight determinations) A. Undisturbed......-- ............................................ ............................... $ 95 B. Remolded ........................................................... ............................... 182 Strength Tests (including moisture content and dry unit weight determinafions) Direct Sheor Per Point A. Undisturbed.. .......................................................................... 58 B. Remolded ................................................ ............................... 113 Trioxiol Compression, Per Point A. Unconsolidaied, Undrained ............................................... 148 B. Unconsolidated, Undrained & Backsaturotiori ... ...........251 C. Consolidated, Undr6ned ................... ............................... 270 D, Consolidated, Undrained & Bocksaiuraied ..................341 E. Consolidated. Drdr rued . ............................. .......................... 267 F. Pore Pressure Measurements .................. .............................89 G. Remolded Specimens, Add, Per Point .............................. 64 Unconfined Compression A. Undisturbed .............................................. ............................... 95 B. Remolded ................................................ ............................... 150 Consolidafion Tests (including moisture content and dry unit weight determinations) A. Undislurbed ............................................ ............................... 226 B. Remolded .................... ............................... ............................289 C. Time Compression Curve, Per Increment ......................... 64 Asphaltic Concreie A. Maximum Density .................................. ............................... 170 B, Ex traction ................................................. ............................... 150 C. Gradation ................... ............................... ............................228 A new Fee Schedule is issued at the beginning of each year. Unless other arrangements have been mode, charges for all work performed offer December 31, 2012, (including projects initiated in the prior year) will be based on the new schedule of charges. A service charge of one percent per month (but not exceeding the maximum rate allowable by low,) will be payable an any amounts not paid wiihin 30 Cloys, paymenl thereafter to t')e applied first to ac(-wed interest and then to fhe principal unpairi amount. Any oilorney's fees or other costs incurred in collecting any delinquent amount shall be paid by the Client. EXHIBIT "A" OF RESOLUTION -14 AMENDMENT TO AGREEMENT BETWEEN CITY OF DUBLIN AND BSK ASSOCIATES FOR ON -CALL GEOLOGY AND GEOTECHNICAL SERVICES WHEREAS, the City of Dublin (hereinafter referred to as "City ") and BSK Associates (hereinafter referred to as "Consultant "), entered into an agreement on July 1, 2012, to provide on -call geology and geotechnical services to City; and WHEREAS, term of said agreement expires June 30, 2014; and WHEREAS, City and Consultant wish to extend the term of the agreement for an additional two years, terminating June 30, 2016; and WHEREAS, Consultant will maintain the rate schedule currently approved; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Extension of Term The term of the agreement shall be extended from July 1, 2014, to June 30, 2016. Should a new agreement or amendment to agreement to extend the contract not be entered into by June 30, 2016, then this agreement will automatically extend until a new agreement or amendment to agreement is entered into or City gives written notice of termination. CITY OF DUBLIN Christopher L. Foss, City Manager Attest: Caroline Soto, City Clerk BSK Associates Elizabeth Levi, Branch Manager APPROVED AS TO FORM: John D. Bakker, City Attorney EXHIBIT "A" OF RESOLUTION -14 AMENDMENT TO AGREEMENT BETWEEN CITY OF DUBLIN AND CAL ENGINEERING & GEOLOGY FOR ON -CALL GEOLOGY AND GEOTECHNICAL SERVICES WHEREAS, the City of Dublin (hereinafter referred to as "City ") and Cal Engineering & Geology (hereinafter referred to as "Consultant "), entered into an agreement on July 1, 2012, to provide on -call geology and geotechnical services to City; and WHEREAS, term of said agreement expires June 30, 2014; and WHEREAS, City and Consultant wish to extend the term of the agreement for an additional two years, terminating June 30, 2016; and WHEREAS, Consultant will maintain the rate schedule currently approved; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Extension of Term The term of the agreement shall be extended from July 1, 2014, to June 30, 2016. Should a new agreement or amendment to agreement to extend the contract not be entered into by June 30, 2016, then this agreement will automatically extend until a new agreement or amendment to agreement is entered into or City gives written notice of termination. CITY OF DUBLIN Christopher L. Foss, City Manager Attest: Caroline Soto, City Clerk Cal Engineering & Geology Phillip Gregory, Principal Engineer APPROVED AS TO FORM: John D. Bakker, City Attorney EXHIBIT "A" OF RESOLUTION -14 AMENDMENT TO AGREEMENT BETWEEN CITY OF DUBLIN AND CONSTRUCTION TESTING SERVICES, INC. FOR ON -CALL GEOLOGY AND GEOTECHNICAL SERVICES WHEREAS, the City of Dublin (hereinafter referred to as "City ") and Construction Testing Services, Inc. (hereinafter referred to as "Consultant "), entered into an agreement on July 1, 2012, to provide on -call geology and geotechnical services to City; and WHEREAS, term of said agreement expires June 30, 2014; and WHEREAS, City and Consultant wish to extend the term of the agreement for an additional two years, terminating June 30, 2016; and WHEREAS, Consultant will maintain the rate schedule currently approved; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Extension of Term The term of the agreement shall be extended from July 1, 2014, to June 30, 2016. Should a new agreement or amendment to agreement to extend the contract not be entered into by June 30, 2016, then this agreement will automatically extend until a new agreement or amendment to agreement is entered into or City gives written notice of termination. CITY OF DUBLIN Christopher L. Foss, City Manager Attest: Caroline Soto, City Clerk Construction Testing Services, Inc. Patrick Greenan, President APPROVED AS TO FORM: John D. Bakker, City Attorney EXHIBIT "A" OF RESOLUTION -14 AMENDMENT TO AGREEMENT BETWEEN CITY OF DUBLIN AND GEOCON CONSULTANTS, INC. FOR ON -CALL GEOLOGY AND GEOTECHNICAL SERVICES WHEREAS, the City of Dublin (hereinafter referred to as "City ") and Geocon Consultants, Inc. (hereinafter referred to as "Consultant "), entered into an agreement on July 1, 2012, to provide on -call geology and geotechnical services to City; and WHEREAS, term of said agreement expires June 30, 2014; and WHEREAS, City and Consultant wish to extend the term of the agreement for an additional two years, terminating June 30, 2016; and WHEREAS, Consultant will maintain the rate schedule currently approved; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Extension of Term The term of the agreement shall be extended from July 1, 2014, to June 30, 2016. Should a new agreement or amendment to agreement to extend the contract not be entered into by June 30, 2016, then this agreement will automatically extend until a new agreement or amendment to agreement is entered into or City gives written notice of termination. CITY OF DUBLIN Christopher L. Foss, City Manager Attest: Caroline Soto, City Clerk Geocon Consultants, Inc. Rick Day, Vice President APPROVED AS TO FORM: John D. Bakker, City Attorney EXHIBIT "A" OF RESOLUTION -14 AMENDMENT TO AGREEMENT BETWEEN CITY OF DUBLIN AND LAI & ASSOCIATES FOR ON -CALL GEOLOGY AND GEOTECHNICAL SERVICES WHEREAS, the City of Dublin (hereinafter referred to as "City ") and Lai & Associates (hereinafter referred to as "Consultant "), entered into an agreement on July 1, 2012, to provide on -call geology and geotechnical services to City; and WHEREAS, term of said agreement expires June 30, 2014; and WHEREAS, City and Consultant wish to extend the term of the agreement for an additional two years, terminating June 30, 2016; and WHEREAS, Consultant will maintain the rate schedule currently approved; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Extension of Term The term of the agreement shall be extended from July 1, 2014, to June 30, 2016. Should a new agreement or amendment to agreement to extend the contract not be entered into by June 30, 2016, then this agreement will automatically extend until a new agreement or amendment to agreement is entered into or City gives written notice of termination. CITY OF DUBLIN Christopher L. Foss, City Manager Attest: Caroline Soto, City Clerk Lai & Associates Paul S. Lai, Vice President APPROVED AS TO FORM: John D. Bakker, City Attorney