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Home My WebLink About4.06 ApprvWilburSmithCnltn . ...~.: .. ....... -. CITY CLERK - File # D~[Q]roli3l1(5l ... AGENDA STATEMENT .CITY COUNCIL MEETING DATE: June 11, 1996. SUBJECT: Approval of Consulting Engineering Service Agreement on an As- Needed Basis for Overflow' Services in the Public WO,Tks Department Report Prepared by: Lee Thompso~ Public Works Director \ EXHIBITS ATfACHED: 1) 2)\ Resolution Five Consulting Engineering Service Agreements RECOMMENDATION:y Adopt resolution approving 1996.98 Consulting Engineering Service , Agreements for: , . Kleinfelder (Soils) - . Berlogar Geotechnical (Soils) . BSK & Associat~s (Soils) . Omni Means (Traffic) . Wilbur Smith & Associates (Traffic) and authorize the City Manager to execute the agreements. FlNANCIAL STATEMENT: All charges are to be funded. through direct developer fees for development applications. Consultant services will be budgeted in the 1996-97 budget as anticipated. Contract amounts for consultant engineering services are not to, exceed $50,000 per year for'soils and $100,000 per year for traffic studies. Contracts will be for a two year tenn. DESCRIPTION: With the acceleration of new development projects in both Western and Eastern Dublin, the Public Works Department has contracted with numerous outside consulting finns on.a:project by project basis. Anticipated workloads over the next few years dictate that this Department retain ongoing consultant firms to handle overflow work in the areas of soils engineering and traffic impact studies. . \ Staff time constraints and! the desire of the City Council to move projects expeditiously will make it necessary to contract for outside engineering services. When these services are needed, Staffwill choose one of the consultants to perfonn the work. Staff is recommending the five listed consultants based on the ,following criteria: ' ------------------------------------------------------~------------ COPIES TO: ITEM No:M g: \ageJUDi.c:\csltagre · Knowledge in the range of needed services · Ability to respond in a timely fashion · Track records ~f working effectively with City staff · Knowledge of development issues in growth areas · Willing to worK on an "as needed basis" on short notice 4 .'.:. , - The primary function of the Soil Engineers will be to perform peer reviews of soil and geologic studies submitted to the City for private development projects. Additional duties may include field investigations, testing and inspection along with reviews of grading plans. These consultants have a proven track records of sound work on projects common to Dublin (large scale Planned Developments, Subdivisions, Site Development Reviews). This peer review process will be implemented through conditions of approval for each project. - - . . As directed by the City Council at the April 9, 1996, meeting as part of the eastern Dublin Traffic Impact Fee study, Staff proposes to modify the method in which traffic studies are provided to the City. In the past, developers hired traffic enginejrs to conduct traffic studies for their individual projects. Staff, in turn, reviewed the scope and conclusions of the report. If the scope of the report was inadequate, additional studies were done. Staff proposes that the traffic engineer be hired by the City and paid for through developer deposits. Staffwill define the scope of the traffic study and choose one of the three available traffic engineering firms on contract to do the study (TJKM, who is already under contract, being the third). This process will be implemented through conditions of approval for each project. It is important to note that each of these contracts contains provisions that the consultant will only perform work on a time and exp:ns.e basis at the direc~ion of the Public Works. Dir~ctor. No work will be ~one .~.':" WIthout expressed permIssIon and all costs WIll be charged to the Engmeenng Department budget m .' :>.-'-: accordance with costs associated with that project. ': - ' Public Works staff will request a not-to-exceed fee for each specific project from the consultants. Staff will choose the consultant based on experience within the project area, availability, and the reasonableness of the consultant fee. The City is currently under contract with TJKM. The remaining consultant contracts have been forwarded to the City Clerk's office. SUMMARY: Again, as noted earlier, no work will be done or (nnds expended unless funding is available and it has been determined that outside help is needed to meet a specific time objective. The standard consulting engineering services agreement has been'reviewed and approved by the City Attorney. The hiring o-f these consultants are in accordance with section 2.36.050 or the Dublin Municipal Code. Staff recommends that the City Council adopt the resolution approving the Consulting Engineering Services agreements for the three listed soils and two listed traffic engineering consultants. .-. . ..... Page 2 RESOLUTION NO. - 96 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ********* APPROVING AGREEMENTS \VITH KLEINFELDER, INC., BERLOGAR GEOTECH1\1:CAL AND BSK & ASSOCIATES TO PERFORM SOILS ENGINEERING PEER REVIEW AND Ol\INI MEANS AND WILBUR SMITH & ASSOCIATES TO PERFORM TRAFFIC STUDIES RELATED TO PRIVATE DEVELOPMENT PROJECTS \VHEREAS, the City of Dublin is experiencing significant increases in new development applications; and WHEREAS, technical studies in both soils engineering and traffic engineering are required to assess the impacts of this new development; and WHEREAS, staffhas determined it necessary to hire technical support to provide peer review of soil and geologic studies; and WHEREAS, staffhas determined it more expeditious and cost effective to conduct traffic studies under staff direction, and; WHEREAS, Kleinfelder, Berlogar Geotechnical and BSK & Associates have demonstrated they have adequat~ ability to perfonn the geotechnical duties required, and; " ' \VHEREAS, Ornni Means and Wilbur Smith & Associates have demonstrated they have adequate ability to perform the technical traffic studies required, NOW, J1ffiREFORE, BE IT RESOLVED that the CitY- Council of the City of Dublin does approve the agreements with the above mentioned finns. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the agreements. PASSED, ÞJ>PROVED AND ADOPTED this 11 th day of June, 1996. AYES: NOES: ABSENT: ÞJ3STiuN: Mayor .. -...... ~. . ---... -... "'... ... -... -. -.-.0.',. ATTEST: City Clerk g:\agenmisc\resocslt STANDARD CONSULTING ENGINEERING SERVICES AGREEMENT , - THIS AGREEMENT is made at Dublin, California, as of , 1996, by and between the CITY OF DUBLIN, a municipal corporation ("City"), and WILBUR SMITH ASSOCIATES ("Consultant"), who agree as follows: I. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in Exhibit A. Consultant shall provide said services at the time, place, and in the manner specified in Exhibit A. _/ - 2. PAYMENT. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth in Exhibit B. The payments specified in Exhibit B shall be the only payments to be made to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all billings for said services to City in the manner specified in Exhibit B; or, if no manner be specified in Exhibit B, then according to the usual and customary procedures and practices which Consultant uses for billing clients similar to City. 3. FACILITIES AND EQUIPMENT. Except as set forth in Exhibit C, Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing. services pursuant to this Agreement. City shall furnish to Consultant only the facilities and equipment listed in Exhibit C according to the terms and conditions set forth in Exhibit C. 4. GENERAL PROVISIONS. The general provisions set forth in Exhibit D are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the other term or condition shall control insofar as it is inconsistent with the general provisions. 5. EXHIBITS. All exhibits referred to herein are attached hereto and are by this reference incorporated herein. 6. SUBCONTRACTING. The Consultant shall perform the work contemplated with reSOlli."ces available within its own organization and no portion of the work pertinent to this contract shall be subcontracted without-"''fitten authorization· by the City, except that which is expressly identified in the Consultant's proposal. 7. CHANGES. City may :&om time to time require changes in the scope of the services by Consultant to be performed under this Agreement. Such changes, including any change in the amount of Consultant's compensation which are mutually agreed upon by City and Consultant, shall be effective as amendments to this Agreement only when in 'writing. 8. RESPONSIBLE CHARGE. Consultant shall assign a project manager(s) to the project for the duration ofthe project. There shall be no change in the Project Manager or members of the plùject team without prior written approval by the City. The Project Manager for Consultant shall be VlILLIAM HURRELL. 9. CONTRACT ADMINISTRATION. This Agreement shall be administered by LEE S. THOMPSON ("Administrator"). All correspondence shall be directed to or through the Administrator or his or designee. .... -' . . - Agreement P;ge 1 of2 06/04/96 :. :. :. Attest: 10. NOTl CES. Any v.Tinen notice to Consultant shall be sent to: Any written notice to City shall be sent to: Lee S. Thompson Director of Public Works/City Engineer P. O. Box 2340 Dublin, CA 94568 Executed as of the day first above stated: CITY OF DUBLIN, a municipal corporation By "City" City Clerk ~ "Consultant" {AjIUI/.)A1. E. (!uRJU;t...z. tAu;. P/lr.. J I (JCA.J7 C"t!Ll.7v^ ,J.A-/71f- /J(~ou.o~(-\ By Approved as to form: Agreement Page 2 of2 05/06/96 City Attorney EXHIBIT A SCOPE OF SERVICES AND SCHEDULE To provide traffic studies, peer review and other traffic related services for private development projects. The scope of studies will be detailed as specific projects are proposed to the City. The consultant shall provide the City with a not-to-exceed fee for each study, peer review, and/or other traffic related review. Exhibit A Page 1 of 1 OS/28/96 e .' e e EXHIBIT B PAYMENT SCHEDULE City shall pay Consultant an amount not to exceed the total swn of SEVENTY THOUSAND DOLLARS ($70,000) PER YEAR for services to be performed pursuant to this Agreement. Consultant shall submit invoices at the end of project based on the cost for services performed on a time and expenses bases. The total swn 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 swn for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement e 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 docwnents and other materials to the effective date of such termination. In that event, all finished and unfInished docwnents 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. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of a fully executed Purchase Order from the Finance Department of the City of Dublin. e Exhibit B Page 1 of 1 05/06/96 EXHIBIT C . City shall furnish physical facilities such as desks, filing cabinets, and conference . space, as may be reasonably necessary for Contractor's use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing said physical facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility which may involve incurring any direct expense, including, but not limiting the generality of this exclusion, long-distance telephone or other communication charges, vehicles, and reproduction facilities. .' . Exhibit C Page 1 of 1 05/06/96 . ~.-- .~ 1. 2. .... .:l. 4. EXHIBIT D GENERAL PROVISIONS 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 engineering services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. LICENSES: PERMITS: ETC. Consultant represents and warrants to City that he has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice his profession. Consultant represents and warrants to City that Consultant shall, at his sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice his profession. TIME. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of Consultant's obligations pursuant to this Agreement. INSURANCE REQUIREMENTS. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, his agents, representatives, employees or subcontractors. The cost of such insurance shall be included in the Consultant's bid. A. Minimum Scope ofInsurance. Coverage shall be at least as broad as: (1) 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; or Insurance ... Services Office Commercial General Liability coverage ("occurrence" form CG 0001). (2) Insurance Services Office form nwnber CA 0001 (Ed. 1/78) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025. (3) Worker's Compensation insurance as required by the Labor Code of the State of California and Employers Liability Insurance. . B. Minimum Limits ofInsurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (2) Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. Exhibit D Page 1 of 4 05706/96 (3) Workers Compensation and Employers Liability: Workers Compensation limits as required by the Labor Code of the State of California and Employers Liabili. limits of $1 ,000,000 per accident. . C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials and employees; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions: (1)" General Liability and Automobile Liability Coverages. (b) (c) Cd) (a) The City, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of the protection afforded to the City, its officers, officials, employees or volunteers. The Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. A.ny insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not .__ contribute with it. ... Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (2) Worker's Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from work performed by the Consultant for the City. (3) Professional Liability. Consultant shall carry professional liability insurance in an amount deemed by the City to adequately protect the City against liability caused by negligent acts, errors or omissions on the part of the Consultant in the course of performance of the services specified in this Agreement. (4) All Coverages. Exhibit D Page 2 of 4 05/06/96 .. .- ,. . . ".' :. E. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled 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. Acceptability of Insurers. Insurance is to be placed with insurers with a Bests' rating of no less than A:VIII. F. Verification of Covera~e. Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required by this clause. 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 certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Risk Manager of City may approve a variation of those 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. H. 5. CONSULT ANT 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. ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 7. PERSON1\TEL. 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 removal of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, cause the removal of such person or persons. 6. 8. 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 his profession. All instruments of service of whatsoever nature which Consultant delivers to City pursuant to this Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to the standards of quality normally observed by a person practicing in Consultant's profession. 9. HOLD HARMLESS AND RESPONSIBILITY OF CONSULTANTS. Consultant shall take all responsibility for the work, shall. bear all losses and damages directly or indirectly resulting to him, to any subconsultant, to the City, to City officers and employees, or to parties designated by the City, on account of the negligent performance or character of the work, unforeseen difficulties, accidents, occurrences or other causes predicated on active or passive negligence of the Consultant or of his subconsultant. Consultant shall indemnifY, defend and hold harmless the City, its officers, officials, directors, employees and agents from and against any or all loss, liability, expense, claim, costs (including costs of defense), suits, and damages of every kind, nature and description directly or indirectly arising from the negligent performance of the work. This paragraph shall not be construed to exempt the City, its employees and officers from its own fraud, willful injury or violation of law whether willful or negligent. For purposes of Section 2782 of the Civil Code the parties hereto recognize and agree that this Agreement is not a Exhibit D Pa2:e 3 of 4 05706/96 construction contract. By execution of this Agreement Consultant acknowledges and agrees that he has read and understands the provisions hereof and that this paragraph is a material element. consideration. Approval of the insurance contracts does not relieve the Consultant or subconsultants from liability under this paragraph. 1 O. GOVERNMENTAL REGULA TIONS. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 11. DOCUMENTS. All reports, data, maps,.rnodels, charts, designs, plans, studies, surveys, photographs, memoranda or other \witten documents or materials prepared by Consultant pursuant to this Agreement shall become the property of City upon completion of the work to be performed 'hereunder or upon termination of the Agreement. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights, or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (as may be limited by the provisions of the California Public Records Act), distribute, and otheIWise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. .' Exhibit D Page 4 of 4 05706/96 . . . . STANDARD CONSULTING ENGINEERING SERVICES AGREEMENT THIS AGREEMENT is made at Dublin, California, as of , 1996, by and between the CITY OF DUBLIN, a municipal corporation ("City"), and OMNI-MEANS ("Consultant"), who agree as follows: 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in Exhibit A. Consultant shall provide said services at the time, place, and in the m~er specified in Exhibit A. 2. PAYMENT. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth in Exhibit B. The payments specified in Exhibit B shall be the only payments to be made to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all billings for said services to City in the manner specified in Exhibit B; or, ifno manner be specified in Exhibit B, then according to the usual and customary procedures and practices which Consultant uses for billing clients similar to City. 3. FACILITIES AND EQUIPMENT. Except as set forth in Exhibit C, Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. City shall furnish to Consultant only the facilities and equipment listed in Exhibit C according to the terms and conditions set forth in Exhibit C. 4. GENERAL PROVISIONS. The general provisions set forth in Exhibit D are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions ofthis Agreement, the other term or condition shall control insofar as it is inconsistent with the general provisions. 5. EXHIBITS. All exhibits referred to herein are attached hereto and are by this reference incorporated herein. 6. SUBCONTRACTING. The Consultant shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this contract shall be subcontracted without written authorization by the City, except that which is expressly identified in the Consultant's proposal. 7. CHANGES. City may from time to time require changes in the scope of the services by Consultant to be performed under this Agreement. Such changes, including any change in the amount of Consultant's compensation which are mutually agreed upon by City and Consultant, shall be effective as amendments to this Agreement only when in writing. 8. RESPONSIBLE CHARGE. Consultant shall assign a project manager(s) to the project for the duration of the project. There shall be no change in the Project Manager or members of the project team without prior written approval by the City. The Project Manager for Consultant shall be GEORGE W. NICKELSON. 9. CONTRACT ADMINISTRATION. This Agreement shall be administered by LEE S. THOMPSON ("Administrator"). All correspondence shall be directed to or through the Administrator or his or designee. Agreement Page 1 of2 06/04/96 Attest: 10. NOTICES. Any \vritten notice to Consultant shall be sent to: Any written notice to City shall be sent to: Lee S. Thompson Director of Public Works/City Engineer P. O. Box 2340 Dublin, CA 94568 Executed as of the day first above stated: CITY OF DUBLIN, a municipal corporation By "City" 4 ~Cl'JJ "Consultant" (?V?-1. ,1...tJ.- - 6] M ,.) I . 11 /:.. '111,}.5 , L- -hi- . City Clerk By Approved as to form: Agreement Page 2 of2 05/06/96 City Attorney . .' . .Ii. . -.- .. EXHIBIT A SCOPE OF SERVICES AND SCHEDULE To provide traffic studies, peer review and other traffic related services for private development projects. The scope of studies will be detailed as specific projects are proposed to the City. The consultant shall provide the City with a not-to-exceed fee for each study, peer review, and/or other traffic related review. Exhibit A Page 1 of 1 OS/28/96 EXHIBIT B PAYMENT SCHEDULE . City shall pay Consultant an amount not to exceed the total sum of SEVENTY THOUSAND DOLLARS ($70,000) PER YEAR for services to be performed pursuant to this Agreement. Consultant shall submit invoices at the end ofproject based on the cost for services performed on a time and expenses bases. The total swn 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 docwnents and other materials shall, . at t?e option odfthalle Cio/, b;come City's sole and eXcl.usive'p~opertyd' Co~sultant hereby expressly,' WaIves any an claIms lor damages or compensatIOn arIsmg un er this Agreement. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to date. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of a fully executed Purchase Order from the Finance Department of the City ofDublin.-- . Exhibit B Page 1 of 1 05/06/96 h EXHIBIT C . City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Contractor's use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing said physical facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility which may involve incurring any direct expense, including, but not limiting the generality of this exclusion, long-distance telephone or other communication charges, vehicles, and reproduction facilities. . . Exhibit C Page 1 of 1 05/06/96 /5 , EXHIBIT D GENERAL PROVISIONS . 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 engineering services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. 2. LICENSES: PERMITS: ETC. Consultant represents and warrants to City that he has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice his profession. Consultant represents and warrants to City that Consultant shall, at his sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice his profession. 3. TIME. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of Consultant's obligations pursuant to this Agreement. 4. INSUMNCE REQUIREMENTS. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, his agents, representatives, employees or subcontractors. The cost of such insurance shall be included in the Consultant's bid. . A. Minimum Scope ofInsurance. Coverage shall be at least as broad as: (1) 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; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/78) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025. (3) Worker's Compensation insurance as required by the Labor Code of the State of California and Employers Liability Insurance. B. Minimwn Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Automobile Liability: $1,000,000 combined single limit per accident for bOdilY. injury and property damage. '_ (2) Exhibit D Pae:e 1 of 4 05/06/96 ;. . :.:-, .' Exhibit D Page 2 of 4 05/06/96 (3) Workers Compensation and Employers Liability: Workers Compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1 ,000,000 per accident. C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials and employees; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions: . (1). General Liability and Automobile Liability Coverages. (a) The City, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no specialliIDitations on the scope of the protection afforded to the City, its officers, officials, employees or volunteers. The Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. (b) (c) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. '(d) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (2) Worker's Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from work performed by the Consultant for the City. (3) Professional Liability. Consultant shall carry professional liability insurance in an amount deemed by the City to adequately protect the City against liability caused by negligent acts, errors or omissions on the part of the Consultant in the course of performance of the services specified in this Agreement. (4) All Coverages. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in . coverage or in limits except after thirty (30) days prior written notice by certifie mail, return receipt requested, has been given to the City. E. Acceptability of Insurers. Insurance is to be placed with insurers with a Bests' rating of no less than A: VIII. F. Verification of Covera~e. Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required by this clause. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on jts behalf. The certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, cenified copies of all required insurance policies, at any time. H. The Risk Manager of City may approve a variation of those 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. 5. CONSUL T ANT 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. 6. ASSIGNMENT PROIDBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. .-_.., 7. PERSON1\TEL. 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 removal of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, cause the removal of such person or persons. 8. 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 his profession. All instruments of service-of whatsoever nature which Consultant delivers to City pursuant to this Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to the standards of quality normally observed by a person practicing in Consultant's profession. 9. HOLD HARMLESS AND RESPONSIBILITY OF CONSULTANTS. Consultant shall take all responsibility for the work, shall bear all losses and damages directly or indirectly resulting to him, to any subconsultant, to the" City, to City officers and employees, or to parties designated by the City, on account of the negligent performance or character of the work, unforeseen difficulties, accidents, occurrences or other causes predicated on active or passive negligence of the Consultant or of his subconsultant. Consultant shall indemnifY, defend and hold harmless the City, its officers, officials, directors, employees and agents from and against any or all loss, liability, expense, claim, costs (including costs of defense), suits, and damages of every kind, nature and description directly or indirectly arising from the negligent performance of the work. This paragraph shall not be construed to exempt the City, its employees and officers from its own fraud, willful injury or violation of law whether willful or negligent. For purposes of Section . 2782 of the Civil Code the parties hereto recognize and agree that this Agreement is not a' Exhibit D PalZe 3 of 4 05/06/96 ! / ' . ." . construction contract. By execution of this Agreement Consultant acknowledges and agrees that he has read and understands the provisions hereof and that this paragraph is a material element of consideration. Approval of the insurance contracts does not relieve the Consultant or subconsultants from liability under this paragraph. 10. GOVERNMENTAL REGULATlONS. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 11. DOCUMENTS. All reports, data, maps, models, charts, designs, plans, studies, surveys, photographs, memoranda or other written documents or materials prepared by Consultant pursuant to this Agreement shall become the property of City upon completion of the work to be performed 'hereunder or upon termination of the Agreement. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights, or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (as may be limited by the provisions of the California Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. Exhibit D Page 4 of 4 05/06/96 / STANDARD CONSULTING ENGINEERING SERVICES AGREEMENT . THIS AGREEMENT is made at Dublin, California, as of , 1996, by and between the CITY OF DUBLIN, a municipal corporation ("City"), and BERLOGAR GEOTECHNICAL CONSULTANTS ("Consultant"), who agree as follows: 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in Exhibit A. Consultant shall provide said services at the time, place, and in the manner specified in Exhibit A. 2. PAYMENT. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner, set forth in Exhibit B. The payments specified in Exhibit B shall be the only payments to be made to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all billings for said services to City in the manner specified in Exhibit B; or, ifno manner be specified in Exhibit B, then according to the usual and customary procedures and practices which Consultant uses for billing clients similar to City. 3. FACILITIES AND EQUIPMENT. Except as set forth in Exhibit C, Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. City shall furnish to Consultant only the facilities and equipment listed in Exhibit C according to the terms and conditions set forth in Exhibit c. 4. GENERAL PROVISIONS. The general provisions set forth in Exhibit D are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions ofthis Agreement, the other term or condition shall control insofar as it is inconsistent with the._ general provisions._ 5. EXHIBITS. All exhibits referred to herein are attached hereto and are by this reference incorporated herein. 6. SUBCONTRACTING. The Consultant shall perform the work contemplated with resources available within its own organization and no portion ofthe work pertinent to this contract shall ,- be subcontracted without written authorization by the City, except that which is expressly identified in the Consultant's proposal. 7. CHANGES. City may from time to time require changes in the scope of the services by Consultant to be performed under this Agreement. Such changes, including any change in the amount of Consultant's compensation which are mutually agreed upon by City and Consultant, shall be effective as amendI?ents to this Agreement only when in writing. 8. RESPONSIBLE CHARGE. Consultant shall assign a project manager(s) to the project for the duration of the project. There shall be no change in the Project Manager or members of the project team without prior written approval by the City. The Project Manager for Consultant shall be PHILIP TSE. 9. CONTRACT ADMINISTRATION. This Agreement shall be administered by LEE S. THOMPSON ("Administrator"). All correspondence shall be directed to or tlrrough the Administrator or his or designee. . Agreement Page 1 of2 06/04/96 )D '. .' . A :t,est: 10. NOTICES. Any written notice to Consultant shall be sent to: Any written notice to City shall be sent to: Lee S. Thompson ., Director of Public Works/City Engineer P. O. Box 2340 Dublin, CA 94568 Executed as of the day first above stated: CITY OF DUBLIN, a municipal corporation By "City" City Clerk By Approved as to form: Agreement Palle 2 of 2 OS/23/96 City Attorney ,.. r EXHIBIT A SCOPE OF SERVICES AND SCHEDULE (GEOTECHNICAL) . To provide geotechnical peer review of soils and geologic reports for private development projects, provide testing and field observations and attend meetings as requested. Consultant shall provide the City with a not-to-exceed fee on a project by project basis for peer review and geologic reports for private development projects, provide testing and field observations and attend meetings as requested.. - e. . Exhibit A Page 1 of 1 06/04/96 ,-1' r'-r- . .": . EXHIBIT B PAYMENT SCHEDULE . City shall pay Consultant on a time and expense basis not to exceed the total sum of FIFTY THOUSAND DOLLARS ($50,000) per year for services to be performed pursuant to this Agreement. Consultant shall submit invoices at the end of 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 swn 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%) ofthe 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 docwnents 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. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of a fully executed Purchase Order from the Finance Department of the City of Dublin. Exhibit B Page 1 of 1 OS/28/96 ; EXHIBIT C City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Contractor's use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing said physical facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any faciFty which may involve incurring any direct expense, including, but not limiting the generality of this exclusion, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Exhibit C Page 1 of 1 OS/23/96 . . . ,;". . '. . EXHIBIT D GENERAL PROVISIONS 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 engineering services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. LICENSES: PERMITS: ETC. Consultant represents and warrants to City that he has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice his profession. Consultant represents and warrants to City that Consultant shall, at his sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice his profession. TIME. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of Consultant's obligations pursuant to this Agreement. 2. ., .:l. 4. INSURANCE REQUIREMENTS. Consultant shall procure and maintain for the duration of the contract in~urance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, his agents, representatives, employees or subcontractors. The cost of such insurance shall be included in the Consultant's bid. A. Minimum Scope of Insurance. Coverage shall be at least as broad as: (1) Insurance Services Office form number GL 0002 (Ed. 1/73) covering comprehensive General Liability and Insurance Services Office form nwnber GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence"'form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/78) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025. (3) Worker's Compensation insurance as required by the Labor Code of the State of California and Employers Liability Insurance. B. Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (2) Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. Exhibit D Pa2:e 1 of 4 05723/96 r. v (3) Workers Compensation and Employers Liability: Workers Compensation limits as required by the Labor Code of the State of California and Employers Liability . limits of $1 ,000,000 per accident. C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials and employees; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions. Tl1e policies are to contain, or be endorsed to contain, the following provisions: (1) General Liability and Automobile Liability Coverages. (a) The City, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of the protection afforded to the City, its officers, officials or employees. (b) The Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials and employees. Any insurance or self- insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not ..-. . contribute with it. (c) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (d) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (2) Worker's Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from work performed by the Consultant for the City. (3) Professional Liability. Consultant shall carry professional liability insurance in an amount deemed by the City to adequately protect the City against liability caused by negligent acts, errors or omissions on the part of the Consultant in the course of performance of the services specified in this Agreement. (4) All Coverages. .. Exhibit D Page 2 of 4 OS/28/96 r r"': . :. . E. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled 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. Acceptability of Insurers. Insurance is to be placed with insurers with a Bests' rating of no less than A:VIII. Verification of Covera~e. Consultant shall furnish City with certificates of insurance a.'ld with original endorsements effecting coverage required by this clause. The certificates and endorsements for each inslJ.l'ance policy are to be signed by a person authorized by that insurer to bind coverage' on its behalf. The certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. The Risk Manager of City may approve a variation of those 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. 5. CONSUL T ANT 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. F. H. ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agrei;:ment shall be void and of no effect. 7. 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 removal of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, cause the removal of such person or persons. 6. 8. 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 his profession. All instruments of service of whatsoever nature which Consultant delivers to City pursuant to this Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to the standards of quality normally observed by a person practicing in Consultant's. profession. 9. HOLD HARMLESS AND RESPONSIBILITY OF CONSULTANTS. Consultant shall take all responsibility for the work, shall bear all losses and damages directly or indirectly resulting to him, to any subconsultant, to the City, to City officers and employees, or to parties designated by the City, on account of, and to the extent caused by, the negligent performance or character of the work, unforeseen difficulties, accidents, occurrences or other causes predicated on active or passive negligence ofthe Consultant or of his sub consultant. Consultant shall indemnifY, defend and hold harmless the City, its officers, officials, directors, employees and agents from and against any or all loss, liability, expense, claim, costs (including costs of defense), suits, and damages of every kind, nature and description directly or indirectly arising from, and to the extent caused by, the negligent performance of the work. This paragraph shall not be construed to exempt the City, its employees and officers from its own fraud, willful injury or violation of law whether willful or negligent. For purposes of Section 2782 of the Civil Code the parties Exhibit D Page 3 of 4 OS/28/96 ;: hereto recognize and agree that this Agreement is not a construction contract. By execution of this Agreement Consultant acknowledges and agrees that he has read and understands the . provisions hereof and that this paragraph is a material element of consideration. Approval of the insurance contracts does not relieve the Consultant or subconsultants from liability under this paragraph. 1 O. GOVERNMENTAL REGULATIONS. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. . - , 11. DOCUMENTS. All reports, data, maps; models, charts, designs, plans, studies, surveys, photographs, memoranda or other written documents or materials prepared by Consultant pursuant to this Agreement shall become the property of City upon completion of the work to be performed hereunder or upon termination of the Agreement. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights, or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (as may be limited by the provisions of the California Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. .' .- Exhibit D Page 4 of 4 OS/28/96 r: r . .- . STANDARD CONSULTING EIS'GINEERING SERVICES AGREEMENT , 1996, by and BSK & ASSOCIATES THlS AGREEMENT is made at Dublin, California, as of between the CITY OF DUBLIN', a municipal corporation ("City"), and ("Consultant"), who agree as follows: 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in Exhibit A. Consultant shall provide said services at the time, place, and in the manner specified in Exhibit A. - 2. PAYMENT. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth in Exhibit B. The payments specified in Exhibit B shall be the only payments to be made to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all billings for said services to City in the manner specified in Exhibit B; or, if no manner be specified in Exhibit B, then according to the usual and customary procedures and practices which Consultant uses for billing clients similar to City. 3. FACILITIES AND EQUIPMENT. Except as set forth in Exhibit C, Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. City shall furnish to Consultant only the facilities and equipment listed in Exhibit C according to the terms and conditions set forth in Exhibit C. 4. GENERAL PROVISIONS. The general provisions set forth in Exhibit D are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the other term or condition shall control insofar as it is inconsistent with the general provisions. 5. EXHIBITS. All exhibits referred to herein are attached hereto and are by this reference incorporated herein. 6. SUBCONTRACTING. The Consultant shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this contract shall be subcontracted without written authorization by the City, except that which is expressly identified in the Consultant's proposal. 7. CHANGES. City may from time to time require changes in the scope of the services by Consultant to be performed under this Agreement. Such changes, including any change in the amount of Consultant's compensation which are mutually agreed upon by City and Consultant, shall be effective as amendments to this Agreement only when in writing. 8. RESPONSIBLE CHARGE. Consultant shall assign a project manager(s) to the project for the duration of the project. There shall be no change in the Project Manager or members of the project team without prior written approval by the City. The Project Manager for Consultant shall be ALEX Y. ESKANDARI 9. CONTR.A.CT ADMTNISTRA TION. This Agreement shall be administered by LEE S. THOMPSON ("Administrator"). All correspondence shall be directed to or through the Administrator or his or designee. Agreement Page 1 of2 05/06/96 ,., ~ Attest: ] O. ]\i'OTlCES. Any \.\Tinen notice to Consultant shall be sent to: ALEX Y. ESKANDARI Manager - Geotechnical Services BSK & Associates 1181 Quar~y Lane. Bldg. 300 Pleasanton. CA 94566 Any written notice to City shall be sent to: Lee S. Thompson " Director of Public Wbrks/City Engineer P. O. Box 2340 Dublin, CA 94568 Executed as of the day first above stated: CITY OF DUBLIN, a municipal corporation By "City" City Clerk ( , ) ',\ - " I .....i,. ,.... Approved as to form: Agreement Page 2 of2 05/06/96 City Attorney . . / . r /_ .- - --. . '.i . EXHIBIT A SCOPE OF SERVICES AND SCHEDULE (GEOTECHNICAL) To provide geotechnical peer review of soils and geologic reports for private development projects, provide testing and field observations and attend meetings as requested. Consultant shall provide the City with a not-to-exceed fee on a project by project basis for peer review and geologic reports for private development projects, provide testing and field observations and attend meetings as requested.. - Exhibit A Page 1 of 1 06/04/96 '"' ~ ./ EXHIBIT B PAYMENT SCHEDULE . City shall pay Consultant on a time and expense basis not to exceed the total swn of FIFTY THOUSAND DOLLARS ($50,000) per year for services to be performed pursuant to this Agreement. Consultant shall submit invoices at the end of 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 swn 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 ~uch docwnents 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. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until r~ceipt of a fully executed Purchase Order from the Finance Department of the City of Dublin. ."- .- . Exhibit B Page 1 of 1 05i06/96 J . e: . EXHIBIT C City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Contractor's use while consulting with City employees and reviewing records and the information in possession of City, The location, quantity, and time of furnishing said physical facilities shall be in the sole discretion of City. ln no event shall City be obligated to fumish any facility which may involve incurring any direct expense, including, but not limiting the generality of this exclusion, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Exhibit C Pa!2:e 1 of 1 05/06/96 ",/ ;;~ EXHIBIT D GENER.\L PROVISIONS . 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 engineering services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. 2. LICENSES: PERMITS: ETC. Consultant represents and warrants to City that he has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice his profession. Consultant represents and warrants to City that Consultant shall, at his sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice his profession. 3. TIME. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of Consultant's obligations pursuant to this Agreement. 4. INSURA.NCE REQUIREMENTS. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, his agents, representatives, employees or subcontractors. The cost of such insurance shall be included in th.e _ Consultant's bid. ' A. Minimum Scope of Insurance. Coverage shall be at least as broad as: (Ir Insurance Services Office form number GL 0002 (Ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number OL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001) . (2) Insurance Services Office form number CA 0001 (Ed. 1/78) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025. (3) Worker's Compensation insurance as required by the Labor Code of the State of California and Employers Liability Insurance. B. Minimum Limits ofInsurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per OCClUTence for bodily injury, personal injury and property damage. If commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required OCClUTence limit. (2) Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. . Exhibit D Page 1 of 4 05/06/96 ~~ / . ..--- , - . (3) Workers Compensation and Employers Liability: Workers Compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1 ,000,000 per accident. C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials and employees; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions: _.,- (l) General Liability and Automobile Liability Coverages. Exhibit D Page 2 of 4 OS/28/96 (a) The City, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf ofthe Consultant; products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of the protection afforded to the City, its officers, officials or employees. The Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials and employees. Any insurance or self- insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. (b) (c) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (d) The Consultant's- insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (2) Worker's Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from work performed by the Consultant for the City. (3) Professional Liability. (4) Consultant shall carry professional liability insurance in an amount deemed by the City to adequately protect the City against liability caused by negligent acts, errors or omissions on the part of the Consultant in the course of performance of the services specified in this Agreement. All Coverages. -;::, .,/ Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled by either party, reduced in .. coverage or in limits except after thirty (30) days prior written notice by certifie~ mail, return receipt requested, has been given to the City. E. Acceptabilitv ofInsurers. Insurance is to be placed with insurers with a Bests' rating of no less than A:VIII. F. Verification ofCovera~e. Consultant shall furnish City with certificates of insurance a.'1d with original endorsements effecting coverage required by this clause. The certificates and endorsements for each i_nsurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. H. The Risk Manager of City may approve a variation of those 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. 5. CONSUL TANT NO AGENT. Except as City may specifY in \\Titing, 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. 6. ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation . pursuant to this Agreement shall be void and of no effect.- 7. 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 removal of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, cause the removal of such person or persons. 8. 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 his profession. All instrwnents of service of whatsoever nature which Consultant delivers to City pursuant to this Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to the standards of quality normally observed by a person practicing in Consultant's. profession. 9. HOLD HARMLESS AND RESPONSIBILITY OF CONSULTANTS. Consultant shall take all responsibility for the work, shall bear all losses and damages directly or indirectly resulting to him, to any subconsultant, to the City, to City officers and employees, or to parties designated by the City, op account of, and to the extent caused by, the negligent performance or character of the work, unforeseen difficulties, accidents, occurrences or other causes predicated on active or passive negligence of the Consultant or of his subconsultant. Consultant shall indemnify, defend and hold harmless the City, its officers, officials, directors, employees and agents from and against any or all loss, liability, expense, claim, costs (including costs of defense), suits, and damages of every kind, nature and description directly or indirectly arising from, and to the extent caused by, the negligent performance of the work. This paragraph shall not be construed to exempt the S:ity, its emp!oyees and officers from its .own fraud, willfu} i.njury or violati?n of . law whether WIllful or neglIgent. For purposes of SectIOn 2782 of the CIVIl Code the partIes ' .. Exhibit D PaQe 3 of 4 05128/96 '-;' , -,. =- ./ . . . hereto recognize and agree that this Agreement is not a construction contract. By execution of this Agreement Consultant acknowledges and agrees that he has read and understands the provisions hereof and that this paragraph is a material element of consideration. Approval of the insurance contracts does not relieve the Consultant or subconsultants from liability under this paragraph. 10. GOVERNMENT AL REGULATIONS. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 11. DOCUMENTS. All reports, data, maps, models, charts, designs, plans, studies, surveys, photographs, memoranda or other written documents or materials prepared by Consultant pursuant to this Agreement shall become the property of City upon completion of the work to be performed hereunder or upon termination of the Agreement. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights, or patent rights by Consultant in the United States or in any other country without the express v,'fitten consent of City. City shall have unrestricted authority to publish, disclose (as may be limited by the provisions of the California Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. Exhibit D Page 4 of 4 OS/28/96 1" /' STANDARD CONSULTING ENGINEERING SERVICES AGREEMENT . THIS AGREEMENT is made at Dublin, California, as of , 1996, by and between the CITY OF DUBLIN, a municipal corporation ("City"), and Kleinfelder. Inc. ("Consultant"), who agree as follows: 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in Exhibit A. Consultant shall provide said services at the time, place, and in the manner specified in Exhibit A. 2. PAYMENT. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth in Exhibit B. The payments specified in Exhibit B shall be the only payments to be made to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all billings for said services to City in the manner specified in Exhibit B; or, ifno manner be specified in Exhibit B, then according to the usual and customary procedures and practices . which Consultant uses for billing clients similar to City. 3. FACILITIES AND EQUIPMENT. Except as set forth in Exhibit C, Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement. City shall furnish to Consultant only the facilities and equipment listed in Exhibit C according to the terms and conditions set forth in Exhibit c. 4. GENERAL PROVISIONS. The general provisions set forth in Exhibit D are part of this Agreement. In the event of any inconsistency between said general provisions and any other terms or conditions of this Agreement, the other term or condition shall control insofar as it is inconsistent with the general provisions. .'_~' 5. EXIDBITS. All exhibits referred to herein are attached hereto and are by this reference incorporated herein. 6. SUBCONTRACTING. The Consultant shall perform the work contemplated with resources available within its own organization and no portion of the work pertinent to this contract shall be subcontracted without written authorization by the City, except that which is expressly identified iii the Consultant's proposal. 7. CHANGES. City may from time to time require changes in the scope of the services by Consultant to be performed under this Agreement. Such changes, including any change in the amount of Consultant's compensation which are mutually agreed upon by City and Consultant, shall be effective as amendments to this Agreement only when in writing. 8. RESPONSIBLE CHARGE. Consultant shall assign a project manager(s) to the project for the duration of the project. There shall be no change in the Project Manager or members of the project team without prior written approval by the City. The Project Manager for Consultant shall be Michael Maichrzak 9. CONTRACT ADMINISTRP. TION. This Agreement shall be administered by LEE S. THOMPSON ("Administrator"). All correspondence shall be directed to or through the Administrator or his or designee. 10. Additional Conditions. All conditions presented on Attach- ment A except 13, 21 and 24, as amended. . AQ:reement Page 1 of2 05/06/96 ,/ ~k /0;' . .' . Attest: 1.. N OTl CES. Any written notice to Consultant shall be sent to: Any written notice to City shall be sent to: Lee S. Thompson Director of Public Works/City Engineer P. O. Box 2340 Dublin, CA 94568 Executed as of the day first above stated: CITY OF DUBLIN, a municipal corporation By "City" City Clerk W{U~,-~. r I/;d!1D / "Consultant" -0' By Approved as to form: Agreement Page 2 of2 05/06/96 City Attorney ;" ..-- ' /1 P. TT ACHl"IEtiT P. GENERAL CONDITIONS 1. Consultant shan invoice Client periodic:aI1y for the services per10rmed l.I"lder this Agreement, Cried shall pay such invoices upon recejpt, Invoices not paid within thirty (30) days of the invoice date shall be subject to a late payment charge of 1-112 percent per month. The invoice amounts shall be presumed to be corred unless Client notines Consultant in writing within fourteen (14) days of receipt 2 If Client fails to pay an invoice when due, Consultant may suspend all services until such invoice is paid in tun. If payment in full is no( ma. sbcty (60) days of the invoice date, Consultant may treat sud'l nonpayment lIS a material breach of this Agreement by the Client and may termi , . AW~. - 3. Consultant shall perform its services In a manner consistent wiIh the standard of care and sldI1 cn:Iinar9y exel cised by rnembM; of the prtlfession practicing under similar condJtions in the geographic vicinity and lit the time the services ate perlonned. No wamanty, representMion or gLWantee, ~ess Of i'nplied, is made or intended by this Agreement. 4. Consultant shall sign certifications only If Consultant appmves the form of such certification prior to the COIM'lel "-Tlent of services. and provided such certifiC3tion is limited to a statement of professional opinion and does nc( constitute a warranty or guansnI!ie. cpress or mplied. 5. Services prnvided under this Agreement, Inctucling aD reports, tnfonnation or ~mendlIlions ~ or issued by Consultant, are for the exclusive use of the Client for the Prntect specifted. No oltler use Is aulhotized under this Agreement Cliert wi! not distribute or 00ffVf!!'/ Consultanrs reports or f!lCOmmendations to any other person or organization other than those identified in the Prcjec:l description without ConsuItlnt's written authorization. Client rt:Ieases Consultant from liability and agrees to defend, Indemnify and hold harmless Consultant from .-ry and aI daJrns, liabilities. damages or expenses arising, in whole or in part, from such unauthorized distribution. 6. Consultanrs reports. boring logs. maps, field elata, dmMgs; teSt results and oltler similar doctmenIs In ilstrumerrts of professional service, not products, Consultant reserves the right to copyright such documents; hclwew!r, such copyright Is not intended trl imI the Crlel'lt's use of the services provided under this Agreement other than as described in paragraph 5. 7. Client will make availatlle to Consultant all information regarding exisUng conditions, Inclooang the Dlslence of haZardous or dangerous materials, and proposed uses of the project site. Client will tl'ilnsmlt immediately to Consultant any new information that becomes lMIl1atlle Of any change in plans. Client releases Consultant from liability for any inc:orrecl advice. judgment or deeision based on any inaccurate infomution furnished by Client or others. Client agrees to defend, memnify and hold harmless Consultant from any and all claims, liabilities, demands or expenses Ding. il whole or in part, from such information. 8. crlent shall secure the permission necessary to allow Consultanfs personnel and equipment access to the Projec:! site at no cost to Consultant. 9, Client shall be responsible for correctly designating the location or aD property lines of the project de and aD subsurtac:e installations, such as pipes, tanks. cables, electrical lines, telephone tines and ulIllties within the project site. unless otherwise agreed in wriirlg. 10, Censullant is not responsible for the completion or quaDty of wor1c that Is dependent upon or performed by the Crterrt or third parties not under the Olrect control of Consultant, nor Is Consultant responsible for their acts or omissions or for any damages resuIling therefrom. 11. Neither CDent nor any other person may chllnQe or modify Ccnsullant's woric product without ConsuItant's written authorization, Client releases Consultant from liability and agrees to defend, indemnify and hold harmJess Consultant from any and aI claims, iabiIIties. damages or expenses arising, in whole or in part, from such unauthorized changes or modifications. - 12 Client waives any claim against Consultant and agrees trl defend, hdemnify and hold harmless Consultant from any and all claims, liabilities, damages or ~ses, il'lCluding but not Bmited to delay of the p~ ~1Jdion of property value, fear of or actual ~ to or release of toxic or hazardous substances, and any consequential damages of whatever l'18ture, which may arise din!ctIy or indirectly as a l'8UIt of the setVices provided by Consultant under this Agree~. unless ~ ~jury or loss is c:a~ by the sole ~ligence ~ willful misconduct ~~ ~ seMces on this Pmjec:t. whether provided under 14. All disputes between Consultant and Client shall be sobjec:t to notHlinding med'1lItion. Either party may demand mecflltion by serving a written notice stating the essential nature of the dispute and the amount of time or money ctaIrned, and requiring that the mediation proceeds within stxty (60) days of service of notice, The mediation shall be lIdminister1ld by the American A1tlitmion A..ssocmion or by such other pel$on or organi:!:3tion as the parties may agree upon. No action or suit may commence unless the mediation does nc( occur within ninety (90) c:Wys after service of notice, the mediation occurred but did not resolve the dispute, or a statue of timitation wouJcf elapse If suit was not filed prior to sbcty (60) days after service of notice. 15. Consullant Is protBcted by Wor1cen;' Compent.aM Insurance. Employers' Uabl1ity Insura.nee. General Liability II'lSlJl'at'lCe and Automobile Uability Insurilnce for bocflly injury and property damage and wi/f furnish evidence thereof upcri request. Consullant assumes the risk of damage to its t:N/n supplies and equipmenl 16. Client shall be responsible for Jobsite safety, lllCCept for Consultant's employees, sutx::ontrKtors or 1Ubc:cnsultants. 17. All samples shall remain the prcperty of the Ciert, ..xl CfIel'1t shaJ/ be ~ for and prcmptly pi)' for the ll!mOVa/ and lawful disposal of samples, cuttings and hazardous materials, unless otherwise agr1led in M1lin;. If appropriate, Consultant Mal preserve samples obtained for the Protect for not longer than sbcty (60) days after the issuance of any document that indudes the data obtained fItlm those gnpIes. 18. Client solety shall be responsible for notifying .. appropriate mtri:lpal. l1lgionaf, state or f~ agencies ~ ~ buyers of the existence of any hazardous or c:Iarlgerous materials icQted on or in the Prc;ect site. or ciscoYered during the performance of this Agr&emeI t, as may be required by such agencies. 19. In the ewnt Consultanfs woric Is k'1tenupted due trl delays CCher than de8ys caused by Con:sl1ant, ~ Sl'1alII be compensated equitably (based IX'I ConsuIlant's current Schedule of Charges) for the IIC:ldilic:nJ labor or caw charges associated wIt1 mai1laining its wcr1c: fon:e for Client's benetlt during the deIiry, or at the option of the Client, for ~ incuITed by ConsuIlant for demobilization and subsequent rwnobiflZ3tion. 20. If, during the COUlW of perf~ of this AIiJ~ c:olldll),.~\S or c:i'curnstanoes lI/'I! disc:oYnd whic:tl ~ not contemplated by Consultant at the commet~,....'lt of this Agreement, Consultant shaIJ notify CUent in writing of the newly discoYered cOhdli...ua or cin:UTlstahc~. and CIienI and Consultant shall renegotiate, in good faith, the terms and condIlions of this Agt eel....ll If .,."".Jdt,d twins and canditions ClIMOl be a;grMCI upon within thirty (30) days after notice, Consultant may terminate this A~ and be compel-'t.d under ~ 21 In this Agreemert. 21. This AgreemenI may be terrninBted by either pwty \4lOO ten (10) diIys wrtten notice sent first class mai, l'IIlum receipt r.quested. In the event of a termination, Cflel'lt shall pay for all reesonabIe ~ for wert: performed and cIemr..tlIIi.u.ti...., by Consultant thrcugtl the tsrth (10ltt) day aftel' mailing the notice --" ofte!'l'llin.uon.'~ Iimit1ltic.f, sf E~21:t) Od.d ~.d...l'I/l.lt) ~gIItiec~ I)f tl~ '.DI'IlCftlCBt 1I,.d1 b.. b;..di.'V .....t"ill~&.~ ..,I=...;..D..... wr Il';.. "I:/,...........l. rt;. 22. Except for actions. such .. for wtforoement of mechanic:'s liens, Which lI/'I! reqund by statue trl be tmJgt't il. spec:ffic venue, il the event that lL1 Iligation is hstituted under the terms of this Agr_u,e,t .t, the same Is trl be /:lrtlugt't Md tried in the judicial jlnldiction of the CQUrt of the county in which this Agreement is signed. Client wa!Yes the right to haYe the IIUI bnlught, or tried In, or ~ to. any other ~ or)udiciIJ jurisdiction. 2'.3, Neither Client nor Consullant shaIJ assign its interest il this Agt een.. without the written consent of the dher. " 24. 1'hi$ !,greeA.leI'It, R:'ucfmg attachments inoolpolat.;j ~ by ftlfennc:e,,.-esents the entire ~i and ~ng ~ the parties. Any modifICations to this A o parties. One or men waiveno of any term, coner ' .,D111 (Rev 10/100I) CopyrigI'It 1~ KIWJf__. II'Ic. Page 2 of 2 J/ I -' . e:- . EXHIBIT A SCOPE OF SERVICES AND SCHEDULE (GEOTECHNICAL) To provide geotechnical peer review of soils and geologic reports for private development projects, provide testing and field observations and attend meetings as requested. Consultant shall provide the City with a not-to-exceed fee on a project by project basis for peer review and geologic reports for private development projects, provide testing and field observations and attend meetings as requested.. - Exhibit A Page 1 of 1 06/04/96 il EXHIBIT B PAYMENT SCHEDULE City shall pay Consultant on a time and expense basis not to exceed the total sum of FIFTY THOUSAND DOLLARS ($50,000) per year for services to be performed pursuant to this Agreement. Consultant shall submit invoices at the end of 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 ex.'tra 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. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of a fully executed Purchase Order from the Finance Department of the City of Dublin. Exhibit B Page 1 of 1 05/06/96 . . .' . U" It:' . .., , - ., EXHIBIT C City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Contractor's use while consulting with City employees and reviewing records and the information in possession of City. The location, quantity, and time of furnishing said physical facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility which may involve incurring any direct expense, including, but not limiting the generality of this exclusion, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Exhibit C Page 1 of 1 05/06/96 y EXHIBIT D . GENERAL PROVISIONS 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 engineering services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services rend~red pursuant to this Agreement. 2. LICENSES: PERMITS: ETC. Consultant represents and warrants to City that he has all licenses, permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice his profession. Consultant represents and warrants to City that Consultant shall, at his sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice his profession. 3. TIME. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of Consultant's obligations pursuant to this Agreement. 4. INSURANCE REOUIREMENTS, Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, his agents, representatives, employees or subcontractors, The cost of such insurance shall be included in th.:' - Consultant's proposal. " ' A. Minimum Scope ofInsurance. Coverage shall be at least as broad as: (1) 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; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001) . (2) Insurance Services Office form number CA 0001 (Ed. 1/78) covering Automobile Liability, code 1 "any auto" and endorsement CA 0025. (3) Worker's Compensation insurance as required by the Labor Code of the State of California and Employers Liability Insurance. B. Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage. (2) Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. eo' Exhibit D Page 1 of4 4/25/95 9 . .--, . (3) Workers Compensation and Employers Liability: Workers Compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1 ,000,000 per accident. C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials and employees; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. D. Other Insurance Provisions. The policies are to contain, or be endorsed to contain, the following provisions: - (1) General Liability and Automobile Liability Coverages. (a) The City, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of the protection afforded to the City, its officers, officials or employees. (b) The Consultant's insurance coverage shall be primary insurance as respects the City, its officers, officials and employees. Any insurance or self- insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. (c) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, employees or volunteers. (d) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (2) Worker's Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from work performed by the Consultant for the City. (3) Professional Liability. Consultant shall carry professional liability insurance in an amount deemed by the City to adequately protect the City against liability caused by negligent acts, errors or omissions on the part of the Consultant in the course of performance of the services specified in this Agreement. (4) All Coverages. Exhibit D PaQe 2 of 4 05128/96 ~/... Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, cancelled 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. E. Acceptabilitv of Insurers. Insurance is to be placed with insurers with a Bests' rating of no less than A:VIII. F. Verification of Coverage. Consultant shall furnish City with certificates of insurance and v.~th original endorsements effecting coverage required by this clause. The certificates and endorsements for each iJ],surance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. H. The Risk Manager of City may approve a variation of those 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. 5. CONSUL TANT 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. 6. ASSIGNMENT PROHIBITED. No party to this Agreement may assign any right or obligation pursuant to th~s Agreement. Any atteII?-pted or purported assignment of any right or obligation . pursuant to this Agreement shall be VOId and of no effect. - 7. PERSONJ\TEL. 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 removal of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, cause the removal of such person or persons. 8. 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 his profession. All instruments of service of whatsoever nature which Consultant delivers to City pursuant to this Agreement shall be prepared in a substantial, first class and workmanlike manner and conform to the standards of quality normally observed by a person practicing in Consultant's. profession. 9. HOLD HARMLESS AND RESPONSIBILITY OF CONSULTANTS. Consultant shall take all responsibility for the work, shall bear all losses and damages directly or indirectly resulting to him, to any subconsultant, to the City, to City officers and employees, or to parties designated by the City, on account of, and to the extent caused by, the negligent performance or character of the work, unforeseen difficulties, accidents, occurrences or other causes predicated on active or passive negligence of the Consultant or of his subconsultant. Consultant shall indemnifY, defend and hold harmless the City, its officers, officials, directors, employees and agents from and against any or all loss, liability, expense, claim, costs (including costs of defense), suits, and damages of every kind, nature and description directly or indirectly arising from, and to the extent caused by, the negligent performance of the work. This paragraph shall not be construed to exempt the City, its employees and officers from its own fraud, willful injury or violation of .' law whether willful or negligent. For purposes of Section 2782 of the Civil Code the parties " Exhibit D PaQe 3 of 4 OS/28/96 , , :..t~ '- . . .- hereto recognize and agree that this Agreement is not a construction contract. By execution of this Agreement Consultant acknowledges and agrees that he has read and understands the provisions -hereof and that this paragraph is a material element of consideration. Approval of the insurance contracts does not relieve the Consultant or subconsultants from liability under this paragraph. 10. GOVER.NMENT AL REGULATIONS. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 11. DOCUMENTS. All reports, data, maps, models, charts, designs, plans, studies, surveys, photographs, memoranda or other written documents or materials prepared by Consultant pursuant to this Agreement shall become the property of City upon completion ofthe work to be performed hereunder or upon termination of the Agreement. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyrights, or patent rights by Consultant in the United States or in any other country without the express written consent of City. City shall have unrestricted authority to publish, disclose (as may be limited by the provisions of the California Public Records Act), distribute, and otherwise use, copyright or patent, in whole or in part, any such reports, studies, data, statistics, forms or other materials or properties produced under this Agreement. Exhibit D PaQ:e 4 of 4 OS/28/96 i