HomeMy WebLinkAboutReso 173-04 DoughertyRoadImprov
RESOLUTION NO. 173 - 04
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
*********
APPROVING AGREEMENT WITH GEOCON CONSULTANTS, INC.
FOR CONSULTING SERVICES FOR THE IMPROVEMENT OF
DOUGHERTY ROAD FROM INTERSTATE 580 TO HOUSTON PLACE
WHEREAS, the need for future roadway improvements along Dougherty Road was identified
in the City's Five-Year Capital Improvement Program to accommodate development in Eastern and
downtown Dublin, as well as the developing Dougherty V alley~ and
WHEREAS, Dougherty Road, trom 1-580 to Houston Place, must be widened and improved to
accommodate the anticipated traffic increase trom said development~ and
WHEREAS, the City desires to utilize the services of GEOCON Consultants, Inc., to perform a
Phase 2 HazMat Study for said project~ and
WHEREAS, the cost of these engineering services will be paid through Eastern Dublin Traffic
Impact Fees, downtown mitigation monies, and traffic impact fees collected trom Contra Costa County for
development in the unincorporated area to the north of the City of Dublin~
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby
approve the agreement, attached hereto as Exhibit "A". with GEOCON Consultants, Inc., for consulting
servtces.
BE IT FURTHER RESOLVED that the Mayor is authorized to execute the agreement.
PASSED, APPROVED AND ADOPTED this 7th day of September, 2004.
AYES: Councilmembers Oravetz, McCormick, Sbranti, Zika and Mayor Lockhart
NOES: None
ABSENT: None
ABSTAIN: None
K2/G/9-7-04/reso-GEOCON (Item 4.9)
O:\Engr-contract\bkf\.resobkf'/)QughertyRd58Q-Houston.doc
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. ("Consultant") as of September 7, 2004.
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 December 30, 2004, 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 AssiQnment 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.
Consultant shall not be responsible for delays beyond Consultant's reasonable control.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Ten
Thousand Two Hundred Fifty Dollars and No Cents ($10,250), notwithstanding any contrary indications that
may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred
under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal,
attached as Exhibit A, 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.
Consulting Services Agreement between
City of Dublin and GEOCON Consultants, Inc.
August 17,2004
Page 1 of 13
Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by
more than one person.
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:
· Clear numerical identification, with no duplication of numbering;
· 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 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,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
Consulting Services Agreement between
City of Dublin and GEOCON Consultants, Inc.
August 17, 2004
Page 2 of 13
2.4 Hourlv Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown on the compensation schedule attached hereto as Exhibit B.
2.5 Reimbursable Expenses. Reimbursable expenses are included in the total amount of
compensation provided under this Agreement that shall not be exceeded.
2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes.
2.7 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.
2.8 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.
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
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 fee. 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.
Consulting Services Agreement between
City of Dublin and GEOCON Consultants, Inc.
August 17,2004
Page 3 of 13
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 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)
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 coveraae. 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. 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. 12/90) Code 8 and 9 ("any auto"). No
endorsement shall be attached limiting the coverage.
4.2.3 Additional reauirements. Each of the following shall be included in the
insurance coverage or added as an endorsement to the policy:
Consulting Services Agreement between
City of Dublin and GEOCON Consultants, Inc.
August 17, 2004
Page 4 of 13
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 shall not affect coverage provided to CITY and its officers,
employees, agents, and volunteers.
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 Liabilitv 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 following provisions shall apply if the professional liability coverages are
written on a claims-made form:
Consulting Services Agreement between
City of Dublin and GEOCON Consultants, Inc.
August 17, 2004
Page 5 of 13
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.
4.4 All Policies Reauirements.
4.4.1 Acceptabilitv 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 covera~e. 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 ùnder 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·lnsured 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.
Consulting Services Agreement between
City of Dublin and GEOCON Consultants, Inc.
August 17,2004
Page 6 of 13
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 Coveraae. 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
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 approved 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. 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
Consulting Services Agreement between
City of Dublin and GEOCON Consultants, Inc.
August 17,2004
Page 7 of 13
such insurance policies shall havø 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.
6.1
6.2
Section 7.
7.1
7.2
7.3
STATUS OF CONSULTANT.
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;
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.
Consultant No Aaent. 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.
LEGAL REQUIREMENTS.
Governina Law. The laws of the State of California shall govern this Agreement.
Compliance with Applicable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
Other Governmental Reaulations. 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.
August 17, 2004
Page 8 of 13
Consulting Services Agreement between
City of Dublin and GEOCON Consultants, Inc.
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 În
employment, contracting, and the provision of any services that are the subject of this
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 inciude 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
Consulting Services Agreement between
City of Dublin and GEOCON Consultants, Inc.
August 17,2004
Page 9 of 13
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 Assianment 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.
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, 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
Consulting Services Agreement between
City of Dublin and GEOCON Consultants, Inc.
August 17, 2004
Page 10 of 13
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.
Section 10 MISCELLANEOUS PROVISIONS.
10.1 Attornevs' 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.
Consulting Services Agreement between
City of Dublin and GEOCON Consultants, Inc.
August17,2004
Page 11 of 13
10.5 Successors and Assians. 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 et.seq., the entire Agreement is void and Consultant will not be
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 Melissa Morton,
Public Works Director ("Contract Administrator"). All correspondence shall be directed to
or through the Contract Administrator or his or her designee.
10.10 Notices. Any written notice to Consultant shall be sent to: Richard Day
GEOCON Consultants, Inc.
2356 Research Drive
Livermore CA 94550-3848
Any written notice to City shall be sent to:
Melissa Morton
City of Dublin Public Works
100 Civic Plaza
Dublin, CA 94568
Consulting Services Agreement between
City of Dublin and GEOCON Consultants, Inc.
August17,2004
Page 12 of 13
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.
¿~/ rJi3"j.7S-'
ßL%
Seal and Signature of Registered Professional with
report/design responsibility.
10.12 Intearation. This Agreement, including the scope of work attached hereto and
incorporated herein as Exhibit A, represents the entire and integrated agreement between
City and Consultant and supersedes all prior negotiations, representations, or agreements,
either written or oral.
CITY OF DUBLIN
(7 r I
*/)~p:l;>( \JIJ{!/iæ,y
Jal1 Lockhart, Mayor
Attest:
GEOCON CONSULTANTS, INC.
Þ
Richard Day, Genera~nager
Approved as to Form:
',..",-.....1.
....' -.----"
,.. ./
-----;
~
EI)zábethßilver)- City Attorney
G:\Engr-co~i pWalt\agreement 04-QS.doc
.
Consulting Services Agreement between
City of Dublin and GEOCON Consultants, Inc.
August17,2004
Page 13 of 13
EXHIBIT A
SCOPE OF SERVICES
To provide general environmental engineering services as delineated in the attached proposal
dated July 26,2004, for the Dougherty Road Improvements - Houston Place to 1-580 Capital Improvement
Program Project.
G :\Engr .contractlzumwaltlagreement Q4-Q5.doc
Consulting Services Agreement between
City of Dublin and GEOCON Consultants, Inc.--Exhibit A
August 17, 2004
Page 1 of 1
EXHIBIT B
COMPENSATION SCHEDULE
The term of the agreement shall be for a period ending December 30, 2004.
Compensation shall be paid per the attached Fee Schedule.
City shall pay Consultant an amount not to exceed the total sum of Ten Thousand Two Hundred
Fifty Dollars ($10,250) for services to be performed pursuant to this Agreement. Consultant shall submit
invoices at the end of each month or as agreed between Consultant and City regarding this project, based
on the cost for services performed.
The total sum stated above shall be the total which 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
unless such extra service and the price therefor is agreed to in writing executed by the City Manager or
other designated official of City authorized to obligate City thereto prior to the time such extra service is
rendered and in no event shall such change order exceed twenty-five percent (25%) of the initial contract
price.
The services to be provided under this Agreement may be terminated without cause at any point in
time in the sole and exclusive discretion of City. If the Agreement is terminated by City, Consultant shall be
entitled to receive just and equitable compensation for any satisfactory work completed on such documents
and other materials to the effective date of such termination. In that event, all finished and unfinished
documents and other materials shall, at the option of the City, become City's sole and exclusive property.
Consultant hereby expressly waives any and all claims for damages or compensation arising under this
Agreement. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to
date.
G :\Eng r ·contractlzumwaltlagreement 04-05.doc
Consulting Services Agreement between
City of Dublin and GEOCON Consultants, Inc.--Exhibit B
August 17, 2004
Page 1 of 1
GEDeON
CONSULTANTS, INC.
ENVIRONMENTAL -
GEOTECHNICAL -
MATERlALSO
Proposal No. LE·04-039
July 26, 2004
RECEIVED
Mr. Lee Thompson
City ofD1Ìblin
Public Works Department
] 00 Civic Plaza
Dublin, California 94568
n ",». 'i ') () O· l'
,gh. ''-J I J.., \'
PUBliC WORKS
Subject:
DUBLIN/DOUGHERTY IMPROVEMENT PROJECT
DUBLIN, CALIFORNIA
PROPOSAL FOR LIMITED SOIL AND GROUNDWATER SAMPLING AND
ANAL YTlCAL TESTING
Dear Mr. Thompson:
Geocon is pleased to present this Proposal to perfonn environmental engineering services for the
DubJinlDougherty improvement project in Dublin, California. The proposed services include
advancing four soil borings in the vicinity of 6401 Dublin Boulevard (Circle K gasoline station) and
6400 DubÜn Boulevard (Union 76 gasoline station), and advancing one boring adjacent to the
underground septic tank the Ralph Gil building on Scarlett Court.
PURPOSE AND SCOPE OF SERVICES
The purpose of the borings will be to attempt to establish depth to groundwater and identify potential
soil or groundwater contamination. Geocon will try todetennine the extent of apparent waste oil
'discharges on the west side (back side) of the Ralph Oil building. The City of Dublin will use the
data generated from this investigation to inform project improvement contract bidders so that
appropriate planning and costing for handling impacted materials can be incorporated into their bi4s.
Geocon's recommended scope of services consists of the following:
TASK 1 - Pre-field Activities
. Prepare a site-specific Hea!th and Safety Plan (HSP) for the proposed field activities. The HSP
wil1 address the use of personal protective equipment and worker safety during the proposed
field activities.
. Contact the local public utilities via Underground Service Alert (USA), review available utility
plans provided by the Client and retain the services of an independent pipe & cable locating
service. The Client will be responsible for providing Geocon with a scaled site plan depicting the
location of buried public utilities where borings wi]! be advanced. Geocon will, not be
responsible for damage to underground utilities that are not properly marked in the field by
responding USA members or accurately depicted on the plans provided for our use.
2356 Research Drive _ livermore, CA 94550·3848 _ Telephone (925) 371-5900 . Fax (925) 371-5915
· Retain the services of a C-57-licensed contractor to provide boring services.
· Retain the services of a California-certified testing laboratory to provide soil analysis.
TASK 2 - Field Activities
6400 and 640 I Dublin Boulevard
· Geocon wilI advance four direct-push soil borings to approximate depths of 10 feet below
grOlmd surface (bgs). At each station, two borings will be advanced in the public right-of-way
(one boring along Dublin Boulevard and one boring along Dougherty Road).
II Soil samples will be obtained at approximately 2 and 4 feet bgs in acetate sample tubes. After
collection, the soil sample tubes will be sealed with Teflon, capped, labeled, and placed in a11 ice
chest pellding delivery to the laboratory under standard chain-of·custody procedures. 111e borings
will be logged by Geocon personnel under the responsible charge of a California Registered
Geologist.
· If groundwater is encountered, depth to groundwater will be noted and a grab-groundwater
sample will be collected from each borehole. The sample will be decanted into a laboratory
supplied container and placed into a chilled container for transport to the laboratory. If
groundwater is not encountered by 10 feet bgs it will be assumed that groundwater will not be
encountered during your improvement project construction efforts and groundwater sampling is
not necessary
· Soil samples will be field screened with a photo-ionization detector (PID) to obtain a preliminary
indication of potential volatile organic impacts in the subsurface soils. PID readings represent
qualitative indicators ofthe presence of voJatiJeorganic vapors in the pore space of soil samples
collected. PID readings will be presented on the boring logs. The borings wi11 be backfilled with
neat cement grout or bentonite slurry and patched with asphalt or concrete accordingly.
Ralph Oil Buildin~
· One boring wm be advanced to approximately 15 feet bgs adjacent to the septic tank. Prior to
drilling, Geocon will open the septic tank and determine the invert depth.
· One soil sample will be obtained at approximately 2 feet below the invert depth. After col1ection,
the soil sample tube will be sealed with Teflon, capped, labeled, and placed in an ice chest
pending delivery to the laboratory under standard chain-of-custody procedures. The bOling will be
logged by Geocon personnel under the responsible charge of a California Registered Geologist.
· If groundwater is encountered, depth to groundwater will be noted and a grab-groundwater
sample will be collected. The sample will be decanted into a laboratory supplied containerand
placed into a chilled container for transport to the laboratory. If groundwater is not encountered
within 15 feet bgs then it will be assumed that groundwater will not be encountered during the
removal of the septic tank and groundwater sampling will not be necessary.
· Soil samples will be field screened with a PID to obtain a preliminary indication of potential
volatile organic impacts in the subsurface soils. PID readings represent qualitative indicators of
the presence of volatile organic vapors in the pore space of soil samples collected. PID readings
Proposal No. LE-04-039
- 2 .
July 26, 2004
will be presented on the boring logs. The borings will be backfilJed with neat cement grout or
bentonite slurry and patched with asphalt or concrete accordingly.
T ASK 3 ~ Laboratory Analyses
Submit up to 9 soil samples and 5 grab-groundwater samples for laboratory analyses. Each soil and
grab-groundwater sample will be analyzed under standard laboratory tum-around-time for total
petroleum hydrocarbons as gasoline (TPHg), as diesel (TPHd), and methyl tert-butyl ether (MTBE)
fol1owing Test Method 801SB modified; and for benzene, toluene, ethylbenzene and total xylenes
(BTEX) following Test Method 8020. Soil samples will also be analyzed for total lead following
EP A Test Method 6010.
TASK 4 - Letter Report Preparation
A letter report wil1 be prepared to present the findings and conclusions of the investigation. The repOli
wil1 include a description of the Site, the results of the field activities, data evaluation, and conclusions
and recommendations.
PROPOSED FEES AND CONDITIONS
We propose to perform the scope of services outlined herein for an estimated fee of $10,250. A
breakdown of the estimated fee is provided on Table 1, Project Budget Estimate. The estimated fee
inchJdes a 10% contingency for unknown conditions.
Geocon's services will be performed on a time and materials basis in accordance with the attached
2004 Schedule of Fees for Environmental Services. An invoice will be submitted at the conclusion of
our services and will be itemized to reflect only the actual time and costs incurred. If unanticipated
field conditions are encountered which require a significant modification to the recommended scope
of services and/or which require an increase to the not-to-exceed amount, we will not proceed with
the modified scope or increased amount without obtaining your oral authorization.
Any subcontracted services beyond the scope or volume stated in this agreement will be billed at cost
plus 15 percent, and wiJ] be additive to the proposed fee. Additional consultation services rendered
wi II be billed on a time and materials basis and will be additive to the proposed fee.
EXECUTION OF CONTRACT
Please carefully review the contents of this Proposal, and the enclosed Terms jar Environmental
Engineaing Services. If they meet with your approval, execute both copies of the Terms for'
Environmental Services and rehlrn both copies to our office. We will then sign the documents and
return one fully executed copy to you.
Please note that it is necessary to indicate your project representative agent on the first sheet of the
Terms for Environmental Services and the address where all Client notices and communications
should be sent. If you do not have an in-house representative agent, please indicate a designated
agent.
Proposal No. LE-04-039
- 3 -
July 26, 2004
If you have any questions conceming the contents of this Proposal, or if Geocon may 'be of further
service, please èontact either of the undersigned at your convenience.
Sincerely,
GEDeON CONSULTANTS, INC.
pJ) ¡;-.
µß#
Richard Day, CEG, CHG
Regional Manager
Matthew Hanko, REA
Senior Project Scientist
MWH:RWD:rjk
(1) Addressee
Enclosures:
Table 1, Project Budget Estimate
Terms for Envîronmental Engineering Services
2004 Schedule of Fees for Environmental Services
Proposal No. LE-04-039
·4·
July 26,2004
TABLE 1
PROJECT BUDGET ESTIMATE
Project Name
Dublin/Dougherty Improvement Project
TASK
QUANTITY UNITS
RATE
AMOUNT
TASK 1 ~ PRE-FIELD ACTIVITIES
PROJECT MANAGEMENT 2 HRS 119.00 238.00
HEALTH & SAFETY PLAN
Senior Staff 2 HRS 99.00 198.00
Word Processing 1 HRS 59.00 59.00
Technical Illustrator 1 HRS 69.00 69.00
UTILITIES
Senior Staff HRS 99.00 99.00
Cable Locator LUMP 400.00 400.00
~ ,063.00
TASK 2 - FIELD ACTIVITIES
SOIL BORINGS
Drilling Subcontracter 1 LUMP 2850.00 2,850.00
Senior Staff 12 HRS 99.00 1,188.00
PID Meter/Sample Equip 1 LUMP 150.00 150.00
.-,,~---~~-----~~. 4, 18~:9-º_
TASK 3 - LAB TESTING
TPHg/BTEX/MTBE 14 EACH 95.00 ... 1,330.00
TPHd 14 EACH 70.00 980.00
Total Lead 9 EACH 18.00 162.00
-_..~-~~. 2,~72.00
TASK 4 - REPORTING
Senior Engineer 2 HRS 134.00 268.00
Senior Project 8 HRS 119.00 952.00
Technicalllustrator 2 HRS 69.00 138.00
Word Processing 4 HRS 59.00 236.00
1 ,594.00
1 0% Contin9.~ncy 931.70
----,~~_.-
PROJECT TOTAL 10,248.70
GEOeON
CONSULTANTS, INC.
ENVIRONMENTAL. GEOTECHNICAL. MATER
2004 SCHEDULE OF FEES
ENVIRONMENTAL SERVICES
IALS.
r""·""'''-.-'"---··''···-'''''''-''''-'-'~·''','';''''':7:-'''''::-.,.'¡-·:'T'~"---"~·--'7:'F'7T·c,,,';c."T--""""""""".""'''~''ë':.7'':·''''''':·7''·''~"":':·,?,~'Jr:,S7'''";c.~
l.""..~._".."m.."."_m",,",",,02..~.~~:.~::..ii::":!':..:.~!'u;.1::.· .:;::.._·:..::··:.~..2~..2..2±B~~~~ES$IÖNAI2i,:~Ij,~v.,.~.~§..:L.':'.':':·"·'±':;:dtI."!::~-,","~,,;,-----
$/hr
Word Processing/Technical Editor....................................................... ........... ............... ................ ............ ............... ..................59.00
Technical Illustrator/CAD Operator........ .................... ........................... .................... ............. ............... .....................................69.00
Engineering Field Technician/Research Assistant........... ......................... ................... ............. ......,............................ ........,.... *79.00
Staff Engineer/Geologist/Scientist..,... ........ .......... ........ ... .... ......... ..... ...,.. .... ... ........... ..... ......... ......... ........ ........ ..... ....... ... ...... .....89.00
Senior Staff Engineer/Geologist/Scientist................... ............,... ..........'.,...........'.... ......... .:..............,....... ......... ..................,......99.00
Proj ect Engineer/Geologist/Scientist....... ........,.,...... ..........,....................... .....,......... ......... ...............................,.................., .... 1 09.00
Senior Project Engineer/Geologist/Scientist.......... ..... .......,., ...... ........................ ............. .'..................,......................... .......,.... ] 19.00
Senior Engineer/Geologist/Scientist.........,.. ........... .......... .....:............. .;............ ......... ...............,. ...... ..................... ................... 134.00
Associate Engineer/Geo1ogist/Scientist....... ........ ..........."............... ....................... ........ ...........:........ ....................................... 154.00
Principal Engineer/Geo10gistlScientist/Litigation Support........,...... .............. ..................... .............. ........... ....,....... ....... ......... 184.00
Deposition or Court Appearance............,.,......... .............. ...... .......... ....... ...................... ............... .......... ................ ........ ...... ..... 329.00
*Prevailing Wage Hourly Surcharge per California Labor Code §720, et. Seq. .........................................................................20.00
[:::~~~:·~~"~=~:~.~:~~~~~~::lI:l~.lF__ ...._ "~ß.?~~~~~~:~~~j~I~jKH§:~~1è~~[g~~·Tê§B;~.:·.·.·'::~:.:LL,iLSci,.
Equipment and Materials
Pick-up Truck ............,...................................."......$lOO/day
Equipment Truck. ...,............ ...................................$ 150/day
Vehicle Mileage ........,......................................... $0.50/mi1e
Per D ieln ............. .....................".......................... ..... .$80/day
Compact Direct"Push Rig/Operator ..................... $115/hour
Drive" Tube Sampler .................................................$35/day
Hand-Auger.................. ..... ............................. ......... .$3 5/day
Soil Sample Tube (Brass) ......................................... $7 each
Soil Sample Tube (Stainless) ................................. $10 each
Bailer (Reusable) .. ................... ............ ......... .......... ..$3 O/day
Bailer (Disposable) ................................................. $12 each
Stainless Sampling Pump .......................................$lOO/day
Battery-Powered Pump .............................................$50/day
Water Level Indicator ...............................................$30/day
Interface Probe ............................................... ..........$55/day
Photo.lonization Meter ...........................................$11 O/day
Combustible Gas Meter ............................................$75/day
pH/Conductivity/Temperature Meter .......................$40/day
Turbidity Meter ........... ............ ............ .......... ......... ...$7 5/day
Level D PPE/Decon Rinse Equipment .....................$40/day
De-Ionized Water (5"gallon) ..................................$12/each
Generator or Air Compressor ...................................$75/day
Concrete Coring Equipment ...................................$150/day
Equipment or Water Trailer ...............,.....................$75/day
55-Gallon Drum ..................................................... $45 each
Visqueen (6 miI20xlOO') .........................................$80/roll
Traffic Cones/Barricades . ................ .... ............. ..... ...$3 O/day
Portable GPS Unit ...................................;..............$150/day
Portab Ie Copier ............... .......... ........................ ........ $40/day
Monitorinl! Well Materials
5' PVC 0.02 Slotted Casing
10' PVC 0.02 Slotted Casing
5' PVC Blank Casing
10' PVC Blank Casing
Threaded Casing Plug
Locking Cap
Security Well Head Cover
2 - inch-diameter
$30 each
$55 each
$25 each
$40 each
$15 each
$30 each
$95 each
4.. inch -diameter
$55 each
$105 each
$45 each
$70 each
$20 each
$35 each
$11 0 each
Silica Sand, 100-lb. Bag ...............................................$16 each
Cement, 94~lb. Bag .......................................................$15 each
Ready Mix Concrete, 60-1b. Bag ............:.....................$15 each
Bentonite Chips, 50"lb. Bag .........................................$15 each
Bentonite Pellets, 50-lb. Bucket ................................... $80 each
Asphalt Patch, 60-1b Bag ...................,........................... $15 each
Analvtical Tests
TPHglBTEX (EPA 8015M/8021B) .............................. $65/test
TPHgIBTEX/MTBE (EPA 8015M/8021B/8260B) ....... $95/test
TPHdlTPHmo (EPA 8015M) ......................................... $70/test
Fuel Oxygenate Compounds (EPA 8260B) ................. $135/test
Volatile Organic Compounds (EPA 8260B) ............... $ 135/test
. Semi-Vo1atile Organic Compounds (EPA 8270) ........ $300/test
CAM 17 Metals (EPA 6010) ....................................... $ 160/test
Single Metal (EP A 6010) .............................................. $ 18/test
WET or TCLP Extraction .............................................. $65/test
Soil pH (EPA 9045) ...................................................... $18/test
Total Organic Carbon (EPA 9060) .........:...................... $50/test
48-Hour Turn~Around" Time .............................. 75% surcharge
2356 Research Drive . Livermore, CA 94550-3848 . Telephone (925) 371 ·5900 . Fax (925) 371-5915
Page 1 of2
1. Listed are typical charges for the services mostjrequently performed by Geocôn. Pricesjor unlisted
services as 'well as special quotations for programs involving volume work will be provided upon
request.
2. Saturday and overtime hours are charged at time and one-half; Sundays and holidays at double
time. Per diem is $80.00 per day when location of work dictates. .
3. Field services including monitoring well installation, groundwater sampling. pump testing,
remedial system pilot testing and other special services will be charged at standard engineering
rates plus equipment charges.
4. A surcharge of $20.00 per hour will be added to the Professional Services classifications indicated
with an asterisk (*) on the Schedule of Fees in order to comply with the prevailing wage
requirements of California Labor Code §720, et. seq.
5. Hourly services are billed portal to portal jrom closest office in accordance with the stated hourly
rates herein, with a minimum two-hour charge. Mileage is charged at $0.50/mile.
6. Outside services including subcontractors and rental of special equipment are billed at cost plus 15
percent.
7. Invoices will be submitted at four-week intervals. Terms of payment are net upon presentation of
invoice. Invoices become delinquent thirty (30) days from invoice date and subject to one and one-
half percent (1-1/2%) service charge per month, or the maximum rate allowed by law, whichever is
lower. If Client objects to all or any portion of any invoice, Client will so notify Geoeon in writing
within fourteen (14) calendar days of the invoice date, identify the cause of disagreement, and pay
that portion of the invoice not in dispute. The parties will immediately make every effort to settle the
disputed portiQn of the invoice. Payment on delinquent invoices will first be applied to accrued
interest and then to the principal amount. All time spent and expenses incurred (including any
attorney's fees and costs) in connection with collection of any delinquent amount lVi/! be paid by
Client to Geocon per Geocon's current fee schedule.
8. Many risks potentially affect Geoeon by virtue of entering into this agreement to perform
professional engineering services on behalf of Client. The principal risk is the potential for
human error by Geocon. For Client to obtain the benefit of a fee whieh includes a nominal
allowance for dealing with our liability, Client agrees to limit our liability to Client and to all
other parties for claims arising out of our performance of the services described in the
agreement. The aggregate liability of Geoeon will not exceed $50,000 for negligent professional
acts, errors, or omissions, including attorney's fees and costs which may be awarded to the
prevailing party, and Client agrees to indemnify and hold harmless Geocon from and against all
liabilities in excess of the monetary limit established above.
Page 2 of2
GEDeON CONSULTANTS, INC.
2356 Research Drive, Livermore, California 94550
Tel. (925) 371-5900 Fax (925) 371-5915
TERMS FOR ENVIRONMENTAL ENGINEERING SERVICES
THE AGREEMENT
This Agreement is made by and between
City of Dublin
Geocon Consultants, Inc., hereinafter referred to as "Geocon," and
hereinafter referred to as "Client." The term "Client" includes
. who is the Client's project representative agent and/or
, who is the Client's designated agent for all notices and
communications between Geocon and Client. All notices and communications from Geocon to Client are to be addressed
to:
&-1 -r.,.. oF '-"L) ~ I r--I
ÞV!-l...\.;;... ~~:r;... ~¡¡::f""<"""Wl."Tl"""1o.JT
\00 c::..VICo p""",",,~
I',..VL't-i-I.-J I ~ <1;q.-;:L:>ß
Attention: r-1E..i.-1 ~ ~'T.:::or--J
The Agreement between the parties consists of these Terms, Proposal No. LE-04-039 dated Julv 26. 2004 and any
exhibits or attachments referenced in the Proposal.
Total proposed fee:
$10.250 (T & M)
Retainer fee required:
SUMMARY OF DOCUMENTS
Client and Geocon agree to perfonn. this contract in accordance with the following contract documents which are
incorporated herein by reference and made a part of this contract:
Exhibit I:
Exhibit 2:
Geocon Proposal
Geocon Schedule of Fees for Environmental Services
Together, these elements will constitute the entire Agreement superseding any and all prior negotiations,
correspondence, or agreements either written or oral. Any changes to this Agreement must be mutually agreed to in
writing.
1 of 4
Client's Initials
Geoco I Initials
Contrí.1ct: PM:
Contract:lN6, RoY;.," )nZ/IJI
TERMS FOR ENVIRONMENTAL ENGINEERING SERVICES
ARTICLE]
STANDARD OF CARE
The services provided by Geocon shall be performed in accordance
with generally accepted professional practice at the time when, and
the place where, the services are rendered.
ARTICLE 2
SITE ACCESS AND HEALTH AND SAFETY
Client shall furnish or cause to be furnished to Geocon all documents
and information known to Client that relate to the identity, location,
quantity, nature or characteristics of any hazardous condition,
material, or waste at, on, or under the site. In addition, Client will
furnish or cause to be furnished such other reports, data, studies,
plans, specifications, documents and other information on surface
and subsurface site conditions required by Geocon for proper
performance of its services. Geocon shaIl be entitled to rely upon
Client-provided documents and information in performing the
services required under this Agreement; however, Geocon assumes
no responsibility or liability for their accuracy or completeness.
Client-provided documents will remain the property of the Client.
It is understood that the Client, if not the owner or tenant of the
subject site, has notified the owner or tenant of Geoeon's intent to
provide these services on the site and has obtained all necessary
permissions for Geocon to enter the site and provide the above-
referenced services. If, during site visits, certain conditions are
observed that may jeopardize Geocon's (or others) health and safety,
such conditions will be brought to the attention of the Client.
Geocon will not direct, supervise or control the work of non-Geocon
contractors or their subcontractors. Geocon's services wiII not
include a review or evalualÎoll of such contractor's (or
subcontractor's) safety measures, and Geocon shall have no
responsibility for such work and/or safety at the jobsite regardless of
whether Geoeon provided safety training services to those parties.
Geocon shall be responsible only for its own activities and that of its
employees and subcontractors on any site, except where Geoeon is
specifically retained to perform health and safety review services in
which case Geoeon's responsibilities are limited to the express scope
ofthose services.
ARTICLE 3
DlSCOVERY OF HAZARDOUS CONDITIONS
The Client, if not the owner of the site, warrants that he has notified
the owner of the implications of our services, that the presence or
suspected presence of hazardous conditions OIl the site(s) may
require reporting under federal, state and/or local regulations and, if
required, it will be the owners' respollsibility to report this
information to the regulatory agencies. Geocoll will not assume the
responsibility for reportillg the presence alld n:lease of hazardous
materials/wastes/conditions on the site(s) to regulatory agencies.
Additionally, the Client, if not the oWller of the site, recognizes that
the discovery of hazardous condition.s, or suspected hazardous
conditions may result ill a significant reduction in value of the site(s)
Client's Initials
and has notified the owner(s) ofthe site ofthe potential ramifications
of this assessment. The Client also recognizes that this discovery of
hazardous cOllditions or suspected hazardous conditions may spur
the site's owner(s).. if not the Client· or potentially impacted
neighboring site owners. to institute action against Geoeon. and that
the Client indemnifies Geoeon against such' actions to the fullest
extent permitted under law.
ARTICLE 4
DISPOSAL OF CONTAMINATED MATERIAL
It is understood and agreed that, unless specifically negotiated in
writing, Geocon is not, and has no responsibiJity as, a handler,
gellerator, operator, treater or storer, transporter or disposer of
hazardous or toxic substances found or identified at a site, and that
Client shall undertake or arrange for, . either directly or indirectly
through subcontractors, the handling, removal, treatment, storage,
transportation and disposal of hazardous substances or constituents
found or identified at a site.
ARTICLE 5
CONDITIONS OF ASSESSMENT SERVICES
111e Client should recognize that the assessment services performed
in support of this agreement shall not be considered and/or construed
as a comprehensive site characterization. The findings and
conclusions in such reports will be predicated on the information
obtained through conducting the services outlined ill the written
scope of services.
It should also be recognized that the services performed should not
be interpreted as a statistical evaluatioll' of the site, but are rather
intended to provide a preliminary indication of impacts to the site
from the possible usage, generation, or release of hazardous
cOlltaminants. Also, if no significant indicators of the presellce of
hazardous contaminants are encountered during our services, this
does not preclude the presence of hazardous contaminants on the
site. A statistical evaluation. of the site would ine1ude a
comprehensive sampling effort alld laboratory analysis program to
provide a basis for estimating the potential for the presence of
hazardous contaminants with a Ilumerical confidence yalue.
The services shaU only be deemed conclusive with respect to the
tasks performed and the information obtained. No guarantee of the
results ofthe services is implied within this contract.
ARTICLE 6
OWNERSHIP AND LIMITATIONS OF DOCUMENTS
Unless otherwise specified in this Agreement or ill an Addelldum,
and provided that Geocon has been fuUy paid for its services, Client
shaII have the right to us.e the documents, maps, photographs,
drawings and specifications resulting from Geoeon's efforts on the
project, for purposes reasonably contemplated by the parties. Geocon
shall have the right, but shall not be obligated, to retain copies of aU
such materials and shall have the right to use the same for any
purpose, unless such use wouJd be expected to cause harm to Client.
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TERMS FOR ENVIRONMENTAL ENGINEERING SERVICES
Client shall specify in advance, in writing, and be charged for all
arrangements for special or extended-period maintenance of such
materials by Geocon. Geocon retains the right of ownership with
respect to any patentable concepts or copyrightable materials arising
from its services.
The information contained in reports generated by Geocon is only
valid as of the date of issue and as the information relates to the
subject site and services performed. The information presented in the
reports mLlst not be relied upon for purposes other than those
conveyed therein. Other parties relying on the information contained
in the reports are subject to the terms and conditions ofthis contract.
Re-use of any material described by Client, including provision or
publication to third parties, on extensions of this project or on any
other project without Geocon's written authorization shall be at
Client's and third parties' risk. and Client agrees to indemnify,
defend. and· hold harm]ess Geocon from all claims, damages, and
expenses, including attorneys' fees, arising out of such unauthorized
re-LIse to the fullest extent permitted under California law,
ARTICLE 7
BILLING AND PAYMENT
Invoices will be submitted to Client by Geocon, and will be due and
payable upon presentation. Payment shall not be contingent upon
Client's compensation for these services from their client or other
third~party. If Client objects to all or any portion of any invoice,
Client will so notify Geocon in writing within fourteen (14) calèndar
days of the invoice date, identify the cause Df disagreement, and pay,
when due, that portion of the invoice not in dispute. The parties will
immediately make every effort to settle the disputed portion of the
invoice. In the absence of written notification described above, the
balance as stated on the invoice will be paid.
Invoices are delinquent if payment has not been received within thirty
(30) days from date of invoice. Client will pay an additional charge of
one-and"one-half (1.5) percent per month (or the maximum percentage
allowed by law, whichever is lower) on any delinquent amount,
excepting any portion of the invoiced amount in dispute and resolved
in favor of Client. Payment thereafter will first be applied to accrued
interest and then to the principal unpaid amount. All time spent and
expenses incurred (including any attorney's fees and costs) in
connection with collection of any delinquent amount will be paid by
Client to Geocon per Geocon's current fee schedule. In the event Client
fails to pay Geocon within sixty (60) days after invoices are rendered,
Client agrees that Geocon will have the right to declare Client in major
breach of this contract and cease all work on the project. At Geocon's
option, Geocon may waive said major breach upon payment by Client
of all arrearages and outstanding invoices..
ARTICLE 8
TERMINATION
This Agreement may be terminated by either party seven (7) days
after written notice in the event of any breach of any provision of this
Client's Initials
Agreement or in the event of substantial failure of performance by
the other party, or if Client suspends the work for more. than three (3)
months. In the event of termination, Geocon wilI be paid for services
perfonned prior to· the date of termination plus reasonable
termination expenses, including, but not limited to the cost of
completing analyses, records, and reports necessary to document job
status at the time of termination.
ARTlObE 9
IU8i< ÁbLOCATlor~
Agreement to perform services on behalf of Client. The prin ipal
is the potential for human error by Geocon. For Client to obt' the
benefit of a fee which includes a nominal allowance for dea' g with
Geocon's liability, Client agrees to limit Geocon's liabiji to Client
and to all other parties for claims arising out Geocon's
performance of the services described in the reement. The
aggregate liability of Geocon will not exceed $50 00 for negligent
professional acts, errors, omissio ,includin ttorney's fees and
costs which may be awarded t the preva' ng party, and Client
agrees to indemnify and hold· rmJess Ge on from aod against all
liabiJities in excess ofthe ill ry limit tablished above.
Limitation.s on liabi1i~an inde nities in this Agreement are
business understandin tw the parties voluntarily and
knowingly enterea a. s Il apply to all theories of recovery
including, but n t 1i ted , breach of contract, warranty, tort
(including neglige tt" t or statutory liability, or any other cause
of action, except for lful misconduct or gross negligence. The
parties also agree t Client will not seek damages in excess of
limitations indirec through suits with other parties who may join
Geocon as a thiT -party, nor by an award of attorney's fees and costs
to the prevai' g party in excess of the aggregate liability agreed
upon herei y the parties. "Parties" means Client and Geocoo and
their offi rs, employees, agents, affiliates, and subcontractors. Both
Client nd Geocon agree that they wiIl not he liable to each other,
und any circumstances, for special, indirect, consequential, or
ARTICLE 10
INDEMNIFICATION
If any claim is brought agaiost Geocon, its employees, agents, and
subcontractors and/or Client by a third party, relating in any way to
the Services, the contribution and indenmitication rights and
obligations of Geocon and Client, subject to the paragraph entitled
"Risk Allocation" above, such claim shall be determined as follows:
I. If any negligence, breach of contract, or willful misconduct
of Geocon caused any damage, injury, or loss claimed by
the third party, then Geocon and Client shall each
indemnify the other against any loss or judgment on a
comparative responsibility basis under comparative
negligence principles (Client responsibility to include that
of its agents, employees, and other contractors); and
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Geoç~nitials
Contract; 1/%, Rcvifl.~ 3/22/i1J
TERMS FOR ENVIRONMENTAL ENGJNEERlNG SERVICES
2. Unless Geocon was liable for negligence, breach of
contract, or willful misconduct which in whole 0, in part,
caused the damage, iujury, or loss asserted in the third
party claim, Client shall indemnify Geocon against the
claim, liability, loss, legal fees, consulting fees, and other
costs of defense reasonably incurred.
ARTICLE 11
INSURANCE
Geocon and Client agree to maintain during the performance of the
services (I) statutory Worker's Compensation coverage: and (2)
Commercial General and Automobile Liability insurance coverage in
the sum of not less than $2,000,000 general aggregate and
$1,000.000 combined single limit, respectively.
ARTICLE 12
ASSIGNMENTS
Neither party to this· Agreement shall assign its rights, duties, and
obligations hereunder without the prior written consent of thc other
party.
ARTICLE 13
DELAYS
In the event that Geocon field or technical work is interrupted due to
causes outside of its control, Geoeon shall be equitably compensated
(in accordance with Geocon's current fee schedule) for the additional
labor, equipment, and other charges associated with maintaining its
work force and equipment available during the interruption, or at the
option of Client, for such similar charges that are incurred by
Geocon for demobilization and subsequent remobilization. In no
event shall Geoco!1 hc required to maintain a field force in stand.by
status in the field for a period of more than five (5) calendar days.
ARTICLE 14
GOVERNING LAW AND SURVIVAL
The law of the State of California wi\1 govern the validity of these
terms. their interpretation and performance.
Jf any of the provisions contained in this Agreement are held illegal,
invalid, or unenforceable, the enforceability of the remaining
provisions will not be impaired. Risk allocation and indemnities will
survive termination or failure of this Agreement for any cause.
The parties have read or had the oppòrtunity to read the foregoing,
including all attachments, addendums, and exhibits hereto and have
had an opportunity to discuss the same, completely understand the
terms, and willingly enter into this Agreement which will become
cffective on the date signed by Client.
Client's Initials
CLIENT:
Authorized
By:
Print Name:
Title:
Date:
ACKNOWLEDGMENT
GEDeON CONSULTANTS, INC.
By ~g
M'¿'£ &:c*,t~J-
Title:
Date:
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Geoc 's 1nitials
Contl1lct I 196, Revised :1/22/0 1