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HomeMy WebLinkAboutItem 4.05 Geotechnical Engineering Peer Review CITY CLERK File # D~[fl][r2]~~[O] AGENDA STATEMENT CITY COUNCIL MEETING DATE: April 18, 2006 SUBJECT: Consultant Services Agreement with Cal Engineering and Geology, Incorporated, for Geotechnical Engineering Peer Review and Construction Observation Services Report Prepared by Mark Lander, City Engineer ATTACHMENTS: Resolution, together with Exhibit "A," Agreement RECOMMEND A TlON:/,,-:Y ~~. FINANCIAL STATEMENT: Adopt resolution approving consultant services agreement with Cal Engineering and Geology, Incorporated Under thIs agreement, Cal Engineering and Geology, Incorporated will provide approximately 550 hours ($80,000) of geotechnical engineering services through the end of Fiscal Year 2006-2007 Costs incurred for this work will he charged against the individual developer accounts for which the work was performed. DESCRIPTION; The Public Works Department contracts with a number of on-call engineering consultants to assist with the review of private land development. Upcoming work for the 2006-2007 Fiscal Year is anticipated to remain strong, with several large grading projects requiring extensive geoteclmical engineering consultant review during plan check and construction. In order to augment the existing consultants, Staff proposes (0 retain Cal Engineering and Geology, Incorporated. This agreement sets a contract ceiling of $80,000 (approximately 550 hours), and will extend to June 30, 2007 The initial assignment for the firm will be peer review and construction observation for the Fallon Village Phase I Bulk Grading, anticipated to begin in June and be completed by November The cost of this work, to be paid for by Braddock and Logan Services, Incorporated, is $68,080. Additional tasks may be assigned as needed up to the contract ceiling amount. Renewal of the contract will be reviewed in 2007, dependent on development activity Stafl" recommends that (he City Council adopt the resolution approving the consultant services agreement with Cal Engineering and Geology, Incorporated. _____________________________________________w____~..__________________________________w___.~________________ COpy TO: Mitchell Wolfe, CEG Page 1 of I ITEM NO. 1.5 n:\CONSUL TANTS\CalEng&Geol\ag,st new agmt 05~xx, 4~ltt-{)h,df)C ) [\,,\...;2./ '- RESOLUTION NO. - 06 A RESOLUTION 01<' THE CITY COUNCIL OF THE CITY OF DUBLIN ********* APPROVING CONSULTING SERVICES AGREEMENT WITH CAL ENGINEERING AND GEOLOGY, INCORPORATED, FOR GEOTECHNICAL ENGINEERING SERVICES WHEREAS, Staff has determined the need to hire a geotechnical engineering consultant to provide geotedmical engineering peer reVIew and construction observation services in order to assIst Public Works Staff with the rcvicw of private land development; and WHEREAS, the firm ofCal Enginccring and Geology, Incorporated, has demonstrated Its professional qualifications and ability to perfonn the technical work requIred; and WHEREAS, it is proposed to enter mto a consulting services agrccmcnt between the City of Dublin and Cal Engineering and Geology, Incorporated, for the rcquircd work; and WHEREAS, under said agreement the consultant shall be compensated for work perfonned according to the hourly rates specified in the agreement or as negotiated for the term of the agreement through Junc 30, 2007, not to exceed a total amount of $80,000; NOW, THEREFORE, BE IT RESOL YED that the City Council of the City of Dublin does hereby approve the Consulting Services Agreement with Cal Engineering and Geology, Incorporated. BE IT FURTHER RESOLVED that the Mayor is authorized to execute the agreement in duplicate, attached hereto as Exhibit "A." PASSED, APPROVED AND ADOPTED thIS 18th day of April, 2006. AYES. NOES ABSENT ABSTAIN ATTEST. Mayor City Clerk (j.'\( .'ONSUI.TANr.:.,"IColF.ng&.(,'ool\CEG reso, 4-18-06.doc Y,5 4-18-01..0 2. Ci-; -2.-[ L- CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CAL ENGINEERING AND GEOLOGY,INC. THIS AGREEMENT for consulting services is made by and between the CITY OF DUBLIN ("City") and CAL ENGINEERING AND GEOLOGY, INC ("Consultant") as of APRIL 18, 2006. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, Ihe Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2007, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultanl to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial. first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assianment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1 1 above and to satisfy Consultant's obligations hereunder Consultant shall not be responsible for delays beyond Consultant's reasonable control. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $80,000 Dollars and No Cents ($80,000.00), notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable ccsts incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. mIBIT A. To the Resolution 36tZI Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: . Clear numerical identification, with no duplication of numbering; . The beginning and ending dates of the billing period; . A Task Summary containing the original contract amount. the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; . At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; . The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary 10 complete the work described In Exhibit A, . The Consultant's signature. 2.2 Monthly Pavment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra. further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Consuiting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 18, 2006 Page 2 of 14 LJ ')b"2-1 2.4 Hourlv Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B, 2.5 Reimbursable ExDenses. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded, 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment UDon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination, Consultant shall maintain adequate logs and limesheets in order to verify costs incurred to that date, 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator 2.9 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary of this Agreement, the amount of said increase to be approved by the City Th~ base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco-Oakland Bay Area published by the U,S, Department of Labor, Bureau of Labor Statistics (Index) which is published for the year ending in February If the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the rates for the current year by a fraction. the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year In no case shall the adjusted rates be less than the initial rates as set forth in Exhibit B_ A sample calculation is set forth below The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates, SAMPLE CALCULATION: (Using 1% index increase as an example) HOURLY CHARGE RATE INDEX INCREASE (Assuming 1%) 150 x ,01" 1,50 $150,OO/hr 1,50/hr $151.50/hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense. provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space. as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records Consulting Services Agreement between City of Dublin and Cal Engineering and Geology. Inc. April 18, 2006 Page 3 of 14 StJbL/ and the information in possession of the City The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City In no event shall City be obligated to furnish any facility that may involve incurring any direct expense. including but not limited to computer, long-distance telephone or other communication charges, vehicles. and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees. and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City Verification of the required insurance shall be submitted and made part of this Agreement prior to execution, 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MilLION DOllARS ($1.000,000,00) per accident. In the alternalive, Consultant may rely on a self-insurance program to meet those requirements. but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Adminislrator The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work peliormed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liabilitv Insurance. 4.2.1 General reauirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MilLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 18, 2006 Page 4 of 14 h VfJ 2/ twice the required occurrence limit Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury. including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scooe of coveraQe. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1173) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional reQuirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy' a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees. agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and Ihat no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULT ANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to Ihe City Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 18, 2006 Page 5 of 14 1(... ,-,! , ' 4.3 Professional Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MilLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall slate that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, excepl after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City 4.3.3 The following proviSions shall apply if the professional liability coverages are written on a claims-made form: a, The retroactive date of the policy must be shown and must be before the date of the Agreement. b Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work, The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of Ihe policy, if the Consultant cancels or does not renew the coverage_ d, A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Reauirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A. VII. 4.4.2 Verification of coyeraae. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 18 , 2006 Page 6 of 14 e t'h2-1 by that insurer to bind coverage on its behalf The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administralor, Consultant may Increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in CoveraQe. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: . Obtain such insurance and deduct and retain the amount of the premiums for such Insurance from any sums due under the Agreement; . Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Consulting Services Agreement between City of Dublin and Cal Engineering and Geology. Inc. April 18, 2006 Page 7 of 14 q)?:; 2- I . Terminate this Agreement Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suils, actions, damages, and causes of action arising out of any personal injury, bodily injury. loss of life, or damage to property, or any violation of any federal. state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City. Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City Section 6. 6.1 STATUS OF CONSULTANT. Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. April 18, 2006 Page 8 of 14 Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. 10 6.2 Consultant No Aaent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever Section 7. LEGAL REQUIREMENTS. 7 1 Governina Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder 7.3 Other Governmental ReQulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall ccmply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 74 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall. at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City 7.5 Nondiscrimination and Eaual Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract. or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement including but not limited to the satisfaction of any positive obligations required of Consultant thereby Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 18, 2006 Page 9 of 14 --- ! _' i /1 Db Z- ( Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, com puler software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1 1 Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during Ihe extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 AssiQnment and Subcontractina. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator 8.5 Survival. All obligations arising prior to the termination of this Agraement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; Consu Iting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 18, 2006 Page 10 of 14 ! z., (;~ 2-/ 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies. specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but nollimited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use City and Consultant agree that, until final approvai by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices. vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law. from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000 00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attornevs' Fees. If a party to this Agreement brings any action, including an action for declaratory relief. to enforce or interprelthe provision of this Agreement, the prevailing Consulting Services Agreement between City of Dublin and Cal Engineering and Geology. Inc. April 18, 2006 Page 11 of 14 13G;-z,1 U party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severabilitv. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void. or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assians. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recvcled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Acl, codified at California Govemment Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warranlsthat it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code ~1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 18,2006 Page 12 of 14 14Db Z.J may be subject to criminal prosecution for a violation of Government Code !l1 090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Melissa Morton, Public Works Director ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Mitchell D Wolfe Principal Geologist 1870 Olympic Blvd., Ste 100 Walnut Creek, CA 96002 Any written notice to City shall be sent to: Melissa Morton City of Dublin Public Works 100 Civic Plaza Dublin, CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility 10.12 InteQration. This Agreement, including the scope of work attached hereto and incorporaled herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral, Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 18, 2006 Page 13 0114 CITY OF DUBLIN Janet Lockhart, Mayor Attest: Kay Keck, City Clerk Approved as to Form: Elizabeth Silver, City Attorney 1~-()6 2-1 CONSULTANT dj7~~/~ I"Mitchell D. Wolfe Principal G:\CONSUL TANTS\CaIEng&GeoI\CEG contract inspection consulting agreement April2006,doc Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 18, 2006 Page 14 of 14 /1_0 ob 21 EXHIBIT A SCOPE OF SERVICES The scope of services to be provided will include <m-"all geologic and geotechnical engineering services to the City of Dublin Public Works Department and other departments within the City Consulting services which may be provided under this agreemcnt include: I Geologic and/or geotechnical engineering technical peer review of development projects on behalf of the City Documeng to be reviewed could include, but arc not be limited to' a. geotechnical and geologic reports b. slope stability calculations c. grading plans and proposed remedial grading plans d. site improvement plans e. retaining wall plans and calculations f. creek stabilization plans g. SWPP reports and plans h_ GHAD proposals and plans of control 1. interim grading reports and record drawings j geologic and/or geotechnical engineering observations during remedial grading k. project coordination and meetings with City staff and developer's consultants 2. Geotechnical engineering services for a variety of public works projects capital improvement projects and/or maintenance projects including roads, drainage, and other public facilities. Consulting Services Agreement bdwccn City of Ouhlin and Lal hnginecring & Geology, Inc. EXHIBIT ~ --t 0 t.1ve A.3 re3'~ r>1 en.. i- /'1 ()2>?1 <. CE&G CAL ENGINEERING 8< GEOLOGY 1870 Olympic: I:3lvd. Suite 100 Walnut Creek Callfornl<;l 9<'1596 Tel:925.935.9771 Fax;925.935.9?73 www.calen~.LIJITI 3 April 2006 Melissa Morton Public Works Director City of Dublin 100 Civic Plaza Dublin, California 94568 RE. Geotechnical and Geologic Peer Review Services Fallon Village - Phase I Dear Ms. Morton: Based on our discussions with you, Mark Lander, and Ray S,kinnerofEngeo, Inc., we have prepared the attaehed ExJlibit A Scope of Services , Exhihit H Compensation Schedule, and Task Order #1 for geotechnical peer review services to be provided to the City of Dubl.in for project development and grading for Phase I ofthe Fallon Village Project. The scope of work reflected in the task order was developed based on our understanding of the stalus of the project and our experience on similar projects of this nature and size. We trust that this provides you with the information you are seeking at this time. Please callus at yuur convenience if yuu have any questions. Respectfully submitted, CAL ENGINEERING & GEOLOGY, me Mitchell D Wolfe, P G., E.G. Principal Geologist attachments: as noted J_".'~,.,,_,.... . .__.",~~~.~~"_ C~l C/lg/n/!r::t'f!'Ig & G.;!"r;/ogy, .tnc Fallon Vill!lgc PR /e1r;7..-/ TASK ORDER #1 - GEOTECHNICAIA PEER REVIEW SERVICES FALLON VILLAGE - PHASE 1 SCOPE OF WORK Task I - Review of General Proiect Documents "Getting up to speed" by reviewing cxisting planning and permitting documents such as the Draft EIR, Final EIR, staff reports, conditions of approval, preViO\IS geotechnical peer revie" comments and responscs, and pertim,nt City of Dublin ordinances. Task 2 - Review of Site Conditions Site observations, purchasing and reviewing historical aerial photographs of the site, and reviewing available published tcchnical documents for the site and vicinity Task 3 - Review ofProlJosed Proiect Review of project rcports and plans for thc proposed development for conformance with tcchnical rcquirements of the project, City ordinances, and mitigation and monitoring plans and reports. Preparation of review letters and reports. Items to be reviewcd may include but not be limited to the following. . geotechnical reports by Engeo, Inc. grading plans (including remedial grading and retaining walls) improvement plans phasing plans and dirt distribution map storm drainage plans lemporary erosion control and S WPP plans landscaping plans re-vcgctation plans and reports permit appli~ations (RWQCB, USACE, CDF&G, lJSF&W, BAAQCB) . . . . . . . Task 4 - Review of RcvisionslResoonse to Commcnts Revicw ofrcvisiouslresponses to revie" letters and reports prepared under Task 3 and preparation of additional review letters, as necessary Task 5 - Review ofGHAD and/or Long-term Ooerations and Maintenance Plans Revie" of the Geologic Hazard Abatement District's Plan of Control and related documents and reclamation and landscape operations and maintenance plans. -1- /1-1 "y-2.1 ) TASK ORDER #1 - GEOTECHNICAL PEER REVIEW SERVICES FALLON VILLAG~: - PHASE 1 Task 6 " Observations and Review During Construction Provide on .site observations and review during grading and site development. Review changes made during construction for conformance with technical requirements of the project, City ordinances, and mitigation and monitoring plans and reports. Task 7 - Review ofComnletion Renorts Review grading reports, as-built plans, and mitigation monitoring reports after the work has been completed. Task 8 - Proiect Cuordination and Manallcment General project coordination and management including: . meetings with City staff and uther City consultants . internal review consultant team meetings scheduled partnering meetings - weekly (during construction) or monthly (pre- construction and on~season) . attending public hearings or meetings, as required . project administration (billing, schedules, etc) ESTIMATED STAFFING COSTS The level of effort (professional staffing) required to complete the above described tasks has been estimated and is presented on Table 1 .It should he noted that the staffing shown is based on our cursory review of the documents which were made available to us and our recent experience on similar projects. The numbers of working days should be considered 10 bc estimates and are subject to change either up or down depending upon the completeness oflhe documents reviewed, time to complete the construction, regulatory requirements, etc. Actual services will be provided on a time and expenses basis. -2- EXHIDIT B COMPENSATION SCHEDULE The 2006-2007 standard rates for Cal geotechnical services are as follows: Jo -'tJ 2./ Engineering & Geology, Inc. personnel for un-call Principal Engineer or Geologist Associate Engineer or Oeologist Senior Engineer or Oeologist Project Engineer or Geologist T cchnician Mileage . Other reimbursable expenscs $ 160 pcr hour $ 140 per hour $ 115 per hour $ 90 per hour $ 75 pcr hour $ 0.ti5 per mile cost plus 10% Consulting 'iervices Agreement hetween CiIy of Duhlin "nd Col Fngineering & 0eolugy,lnc. EXHIBIT ~ to tA.e 1Jre.€frlerif- :;J/ Ul '2) CITY OF DUBLIN. FALLON VILLAGE GEOTECHNICAL PEER REVIEW TABLE 1 . ESTIMATED SCOPE OF PROJECT STAFFING PROFESSIONAl. STAFFING (days) ! J .~ s ~ .0 g 0 0 .." MAJOR TASKS .0 III Ii: "- >- TASK 1 OVERALL PROJECT DOCUMENT REVIEW 2 1 0 0 3 0 TASK 2 REVIEW EXISTING SITE CONDITIONS I 1 0 0 2 TASK 3 REVIEW PROPOSED PROJECT PLANS & REPORTS 4 . 2 0 2 . TASK 4 REVIEW PROJECT REVISIONS 1 1 1 1 4 TASK 5 REVIEW OF GHAD & LANDSCAPE O&M PLANS 1 2 0 1 4 'tASK 6 CONSTRUCTION OBSERVATIONs/REVIEW 20 2 4 0 .. . "tASK 7 RE:VI!:lw COMpt.~TION R,~PORTS 2 , 0 1 5 0 TASK 8 PROJECT COORDINATION & MANAGEMENT 4 1 1 1 7 TO'l'AL, 35 " , 6 59 TABLE 2 - ESTIMATED STAFFING COSTS PROFESSIONAL STAFFING COST " Jl m -' ~ .~ ~ I .8 .~ ;<; MAJOR TASKS .0 . 1" "- '" "- TASK 1 OVERALL PROJECT DOCUMENT REVIEW I 2,560 $ 1,120 $ - $ - $ 3,680 $ . TASK 2 RE;Vlf:W e;XISTING SITE CONDITIONS I 1,280 $ 1,1.20 $ - $ $ 2,400 l'ASK 3 Rr:VIE:W PFi10P'OSED PROJECT PLANS & REPORTS I 5,120 $ 2,.240 $ - $ 1,440 $ 8,800 TASK 4 REVIEW PROJE:CT REVISIONS I 1,2BO $ 1,120 $ 9" $ 720 I 4D40 TASK 5 REVIEW OF GHAD & LANDSCApE: O&M F''l.ANS I 1,.2BO I 2,240 I - $ 72D I 4,24D TASK 6 CONSTRUCTION OBSERVATION$!Hr~vIHw I 25,600 I 2,240 I 3,680 I I 31,52D $ TASK 7 REVIEW COMPLETION REPORTS I 2,t;i60 I 2,240 I I 720 I 5,52D $ TASK 8 PROJECT COORDINATION & MANAGEMENT $ 5,120 $ 1,120 I 92. $ 720 $ 7,880 TOTAL I 44,800 I 13,440 I 5,5~O I 4,320 $ 68,080