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HomeMy WebLinkAboutItem 4.09 DoughertyRoadImprov CITY CLERK File # D~~[(j-~1liJ AGENDA STATEMENT CITY COUNCIL MEETING DATE: September 7, 2004 SUBJECT: Approval of Consulting Services Agreement with GEOCON Consultants, Inc., for the Phase 2 Hazardous Materials (HazMat) Study for the Dougherty Road Improvements - Houston Place to 1-580 Capital Improvement Program (CIP) Project Report Prepared by: Melissa Morton, Public Works Director ATTACHMENTS: 1) Resolution approving Consulting Services Agreement, together with Exhibit "A", Agreement Location Map 2) RECOMMENDA TION:..... ~doPt Resolution Approving the Consulting Services Agreement {\ l}!' · ~th GEOCON Consultants, Inc., for the Phase 2 HazMat Study FINANCIAL STATEMENT: The proposed agreement with GEOCON is to be paid for on a time- and-materials basis in an amount not to exceed $10,250. Sufficient monies have been budgeted in the capital project in Fiscal Year 2004-2005 to pay for these services. The funding is derived from Traffic Impact Fees and mitigation contributions. DESCRIPTION: The improvements in and approaching the intersection of Dublin BoulevardIDougherty Road are proposed to be constructed as part of the Dougherty Road Improvements - Houston Place to 1-580 Capital Improvement Program (CIP)project. This project will increase the traffic capacity to mitigate the impacts of future development. As part of the project, it will be necessary to acquire private lands for the expanded right-of-way. Some of these private lands have had gasoline tanks that have leaked in the past. The Phase 1 HazMat Study performed by GEOCON identified these sites and the history of the found leaks, including the directions of underground flows of contaminated soil/groundwater. The Phase 2 HazMat Study will require soil borings to be taken to determine the extent and level of contamination so that measures can be incorporated in the design of the needed trenching for the project. Contamination will also affect the value of the parcels to be acquired for the CIP project. GEOCON is anticipated to start in September 2004 and complete the Phase 2 study by December 2004. GEOCON has completed the Phase 1 HazMat Study in a timely, professional manner, and Staff now recommends that the City Council adopt the resolution approving the Consulting Services Agreement with GEOCON Consultants, Inc., for the Phase 2 HazMat Study. -----------------------------------------_...------------------------------ COPIES TO: G:Engr-contract\GEOCON \agst Agreement HazMa! Ph 2 I~( Richard Day, GEOCON LJ ^. ITEMNO.~ Iff/] ~i RESOLUTION NO. - 04 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ********* APPROVING AGREEMENT WITH GEOCON CONSULTANTS, INC., FOR CONSULTING SERVICES FOR THE IMPROVEMENT OF DOUGHERTY ROAD FROM INTERSTATE 580 TO HOUSTON PLACE WHEREAS, the need for future roadway improvements along Dougherty Road was identified in the City's Five-Year Capital Improvement Program to accommodate development in Eastern and downtown Dublin, as well as the developing Dougherty Valley; and WHEREAS, Dougherty Road, trom 1-580 to Houston Place, must be widened and improved to accommodate the anticipated traffic increase trom said development; and WHEREAS, the City desires to utilize the services of GEOCON Consultants, Inc., to perform a Phase 2 HazMat Study for said project; and WHEREAS, the cost of these engineering services will be paid through Eastern Dublin Traffic Impact Fees, downtown mitigation monies, and traffic impact fees collected from Contra Costa County for development in the unincorporated area to the north of the City of Dublin; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the agreement, attached hereto as Exhibit "A", with GEOCON Consultants, Inc., for consulting servIces. BE IT FURTHER RESOLVED that the Mayor is authorized to execute the agreement. PASSED, APPROVED AND ADOPTED this 7th day of September, 2004. AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk G:\Engr.-contract\bkf\resobkfDoughertyRd580-Houston.doc q-í-OY 4,9 ATTACHMENT I. ;"):2.6 o<f; CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND GEOCON CONSULTANTS, INC. .. THIS AGREEMENT for consulting services is made by and between the CITY OF DUBLIN ("City") and GEOCON CONSULTANTS, INC. ("Consultant") as of September 7,2004. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the ~vent of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on December 30, 2004, the date of completion specified in Exhibit A, and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Consultant shall not be responsible for delays beyond Consultant's reasonable control. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed Ten Thousand Two Hundred Fifty Dollars and No Cents ($10,250), notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consultant's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Consulting Services Agreement between City of Dublin and GEOCON Consultants, Inc. E HI IT ~.!. -t:o tÁe ¡feso/u"t"/'OI7 ---,,---- 31JQí Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: · Clear numerical identification, with no duplication of numbering; · The beginning and ending dates of the billing period; · A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; · At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; · The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number .of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; · The Consultant's signature. 2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Consulting Services Agreement between City of Dublin and GEOCON Consultants, Inc. August 17, 2004 Page 2 of 13 ~1J ~t 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein" Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's fee. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. Consulting Services Agreement between City of Dublin and GEOCON Consultants, Inc. August17,2004 Page 3 of 13 51J :ì.~. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consultantmay rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile 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 twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional reauirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: Consulting Services Agreement between City of Dublin and GEDCON Consultants, Inc. August 17,2004 Page 4 of 13 LobfJ ~ ! a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 Professional Liabilitv Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals' errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed $150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: Consulting Services Agreement between City of Dublin and GEOCON Consultants, Inc. August 17,2004 Page 5 of 13 íJ ~ :<é' a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than AVII. 4.4.2 Verification of coveraae. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. ThE! City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self·lnsured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. Consulting Services Agreement between City of Dublin and GEOCON Consultants, Inc. August 17, 2004 Page 6 of 13 15 Db :<t During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in 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 · Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel approved by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or clàims for damages whether or not Consulting Services Agreement between City of Dublin and GEOCON Consultants, Inc. August17,2004 P~ge 7 of 13 q~~$ 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. Section 7. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to'eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Aaent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. LEGAL REQUIREMENTS. 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 Re~ulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. Consulting Services Agreement between City of Dublin and GEOCON Consultants, Inc. August17,2004 Page 8 of 13 I Do/))'6 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and 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. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have Consulting Services Agreement between City of Dublin and GEOCON Consultants, Inc. August17,2004 Page 9 of 13 l/~ :;l$ no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 AssiQnment and SubcontractinQ. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach bv Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuantto this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records.Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described Consulting Services Agreement between City of Dublin and GEOCON Consultants, Inc. August17,2004 Page 10 of 13 ~1J:21 above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attornevs' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. Consulting Services Agreement between City of Dublin and GEOCON Consultants, Inc. August 17,2004 Page 11 of 13 131J :« 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 Act, codified at California Government Code Section 81000 at seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Melissa Morton, Public Works Director ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Richard Day GEOCON Consultants, Inc. 2356 Research Drive Livermore CA 94550-3848 Any written notice to City shall be sent to: Melissa Morton City of Dublin Public Works 100 Civic Plaza Dublin, CA 94568 Consulting Services Agreement between City of Dublin and GEOCON Consultants, Inc. August17,2004 Page 12 of 13 /Þ-/t ;>.i 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. ~f '7 frPlc:J~ µ~ Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN GEOCON CONSULTANTS, INC. Janet Lockhart, Mayor þ~ Richard Day, General Manager Attest: Kay Keck, City Clerk Approved as to Form: Elizabeth Silver, City Attorney G:\Engr-contract\zumwaltlagreement 04-05.doc Consulting Services Agreement between City of Dublin and GEOCON Consultants, Inc. August17,2004 Page 13 of 13 15 öb~7f EXHIBIT A SCOPE OF SERVICES To provide general environmental engineering services as delineated in the attached proposal dated July 26, 2004, for the Dougherty Road Improvements - Houston Place to 1~580 Capital Improvement Program Project. G:\Eng r -contract\zumwaltlag reement 04-05.doc Consulting Services Agreement between City of Dublin and GEOCON Consultants, Inc.-~Exhibit A August17,2004 Page 1 of 1 ILo~¡¿~ EXHIBIT B COMPENSATION SCHEDULE The term of the agreement shall be for a period ending December 30, 2004. Compensation shall be paid per the attached Fee Schedule. City shall pay Consultant an amount not to exceed the total sum of Ten Thousand Two Hundred Fifty Dollars ($10,250) for services to be performed pursuant to this Agreement. Consultant shall submit invoices at the end of each month or as agreed between Consultant and City regarding this project, based on the cost for services performed. The total sum stated above shall be the total which City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement City shall make no payment for any extra, further or additional service pursuant to this Agreement unless such extra service and the price therefor is agreed to in writing executed by the City Manager or other designated official of City authorized to obligate City therato prior to the time such extra service is rendered and in no event shall such change order exceed twenty-five percent (25%) of the initial contract price. The services to be provided under this Agreement may be terminated without cause at any point in time in the sole and exclusive discretion of City. If the Agreement is terminated by City, Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials to the effective date of such termination. In that event, all finished and unfinished documents and other materials shall, at the option of the City, become City's sole and exclusive property. Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to date. G:\Engr -contractlzumwalt\agreement Q4.Q5.doc Consulting Services Agreement between City of Dublin and GEDCON Consultants, Inc.--Exhibit B August 17,2004 Page 1 of 1 CONSULTANTS, INC. ENVIRONMENTAL . II ðfJ ~t "I A". GEOeON . GEOTECHNICAL MAT Proposal No. LE-04-039 July 26, 2004 RECEIVED II)' ~) 'I 'ì(riOI \~; l C ~l (~ ~.U L~. Mr. Lee Thompson City of DùbJin Public Works Department lOO Civic Plaza Dublin, CaJifornia 94568 PUBLIC WORKS Subject: DUBLIN/DOUGHERTY IMPROVEMENT PROJECT DUBLIN, CALIFORNIA PROPOSAL FOR LIMITED SOIL AND GROUNDWATER SAMPLING AND ANALYTICAL TESTING Dear Mr. Thompson: Geocon is pleased to present this Proposal to perform environmental engineering services for the Dublin/Dougherty improvement project in Dublin, California. The proposed services include advancing four soil borings in the vicinity of 6401 Dublin Boulevard (Circle K gasoline station) and 6400 Dublin Boulevard (Union 76 gasolirie station), and advancing one boring adjacent to the underground septic tank the Ralph Gil building on Scarlett Court. PURPOSE AND SCOPE OF SERVICES The purpose of the borings will be to attempt to establish depth to groundwater and identify potential soil or groundwater contamination. Geocon will try to detennine the extent of apparent waste oil discharges on the west side (back side) of the Ralph Gil building. The City of DubJin will use the data generated from this investigation to inform project improvement contract bidders so that appropriate planning and costing for handling impacted materials can be incorporated into their bids. Geocon's recommended scope of services consists ofthe following: TASK 1- Pre-field Activities · Prepare a site-specific Hea!th and Safety Plan (HSP) for the proposed field activities. The HSP will address the use of personal protective equipment and worker safety during the proposed field activities. · Contact the local public utilities via Underground Service Alert (USA), review available utility plans provided by the Client and retain the services of an independent pipe & cable locating service. The Client will be responsible for providing Geocon with a scaled site plan depicting the location of buried public utilities where borings will be advanced. Geocon will, not be responsible for damage to underground utilities that are not properly marked. in the field by responding USA members or accurately depicted on the plans provided for our use. 2356 Research Drive . Livermore, CA 94550"3848 . Telephone (925) 371-5900 . Fax (925) 371-5915 I <g ð(; ,2 t{ · Retain the services of a C-57-licensed contractor to provide boring services. · Retain the services of a California-certified testing laboratory to provide soil analysis. TASK 2 - Field Activities 6400 and 640 I Dublin Boulevard · Geocon will advance four direct-push soil borings to approximate depths of 10 feet below ground surface (bgs). At each station, two borings will be advanced in the public right-of-way (one boring along Dublin Boulevard and one boring along Dougherty Road). · Soil samples will be obtained at approximately 2 and 4 feet bgs in acetate sample tubes. After collection, the soil sample tubes will be sealed with Teflon, capped, labeled, and placed in an ice chest pending delivery to the laboratory under standard chain-of-custody procedures. The borings will be ·logged by Geocon personnel under the responsible charge of a California Registered Geologist. · If groundwater is encountered, depth to groundwater will be noted and a grab-groundwater sample will be collected from each borehole. The sample will be decanted into a laboratory supplied container and placed into a chi1led container for transport to the laboratory. If groundwater is not encountered by 10 feet bgs it will be assumed that groundwater will not be encountered during your improvement project construction efforts and groundwater sampling is not necessary · Soil samples will be field screened with a photo~ionization detector (PID) to obtain a preliminary indication of potential volatile organic impacts in the subsurface soils. PID readings represent qualitative indicators of the presence of volatile organic vapors in the pore space of soil samples collected. PID readings will be presented on the boring logs. The borings will be backfilled with neat cement grout or bentonite slurry and patched with asphalt or concrete accordingly. Ralph Gil Building · One boring will be advanced to approximately 15 feet bgs adjacent to the septic tank. Prior to drilling, Geocon will open the septic tank and determine the invert depth. · One soil sample will be obtained at approximately 2 feet below the invert depth. After collection, the soil sample tube will be sealed with Teflon, capped, labeled, and placed in an ice chest pending delivery to the laboratory under standard chain-of-custody procedures. The boring will be logged by Geocon personnel under the responsible charge of a California Registered Geologist. · If groundwater is encountered, depth to groundwater will be noted and a grab-groundwater sample will be collected. The sample will be decanted into a laboratory supplied container aild placed into a chilled container for transport to the laboratory. If groundwater is not encountered within 15 feet bgs then it wi11 be assumed that groundwater will not be encountered during the removal ofthe septic tank and groundwater sampling will not be necessary. · Soil samples will be field screened with a PID to obtain a preliminary indication of potential volatile organic impacts in the subsurface soils. PID readings represent qualitative indicators of the presence of volatile organic vapors in the pore space of soil samples collected. PID readings Proposal No. LE-04-039 - 2 . July 26, 2004 Iqõb~~ will be presented on the boring logs. The borings wi1J be backfilled with neat cement grout or bentonite slurry and patched with asphalt or concrete accordingly. TASK 3 - Laboratory Analyses Submit up to 9 soil samples and 5 grab-groundwater sampJes for laboratory analyses. Each soil and grab-groundwater sample will be analyzed under standard laboratory turn-around-time for total petroleum hydrocarbons as gasoline (TPHg), as diesel (TPHd), and methyJ tert-butyl ether (MTBE) foI1owing Test Method 80 15B modified; and for benzene, toluene, ethylbenzene and total xylenes (BTEX) following Test Method 8020. Soil samples will also be analyzed for total lead following EPA Test Method 6010. TASK 4 - Letter Report Preparation A letter report will be prepared to present the findings and conciusions of the investigation. The report wi II include a description of the Site, the results of the field activities, data evaluation, and conclusions and recommendations. PROPOSED FEES AND CONDITIONS . We propose to perform the scope of services outlined herein for an estimated fee of $10,250. A breakdown ofthe estimated fee is provided on Table 1, Project Budget Estimate. The estimated fee includes a 10% contingency for unknown conditions. Geocon's services will be performed on a time and materials basis in accordance with the attached 2004 Schedule of Fees for Environmental Services. An invoice will be submitted at the conclusion of our services and will be itemized to reflect only the actual time and costs incurred. If unanticipated field conditions are encountered which require a significant modification to the recommended scope of services and/or which require an increase to tile not-to-exceed amount, we will not proceed with the modified scope or increased amount without obtaining your oral authorization. Any subcontracted services beyond the scope or volume stated in this agreement will be billed at cost plus 15 percent, and will be additive to the proposed fee. Additional consultation services rendered will be billed on a time and materials basis and will be additive to the proposed fee. EXECUTION OF CONTRACT Please carefully review the contents of this Proposal, and the enclosed Terms for Environmental Engineering Services. If they meet with your approval, execute both copies of the Terms for Environmental Services and return both copies to our office. We wil1 then sign the documents and return one fuIly executed copy to you. Please note that it is necessary to indicate your project representative agent on the first sheet of the Terms for Environmental Services and tile address where all Client notices and communications should be sent. If you do not have an in-house representative agent, please indicate a designated agent. Proposal No. LE-04-039 - 3 - July 26, 2004 dú~ ). ~ If you have any questions concerning the contents of this Proposal, or if Geocon may be of further service, please contact either of the undersigned at your convenience. Sincerely, GEOCON CONSULTANTS, INC. pJj ¡;-.. Matthew Hanko, REA Senior Project Scientist ~cI Richard Day, CEG, CHG Regional Manager MWH:R WD:rjk ( 1 ) Addressee Enclosures: Table I, Project Budget Estimate Terms for Environmental Engineering Services 2004 Schedule of Fees for Environmental Services Proposal No_ LE-04-039 - 4 - Jltly 26, 2004 d.16b ).~ TABLE 1 PROJECT BUDGET ESTIMATE Project Name DublinlDougherty Improvement Project TASK QUANTITY UNITS RATE AMOUNT TASK 1 - PRE-FIELD ACTIVITIES PROJECT MANAGEMENT 2 HRS 119.00 238.00 HEALTH & SAFETY PLAN Senior Staff 2 HRS 99.00 198.00 Word Processing 1 HRS 59.00 59.00 Technical Illustrator 1 HRS 69.00 69.00 UTILITIES Senior Staff 1 HRS 99.00 99.00 Cable Locator 1 LUMP 400.00 400.00 - ',' ..~.~"'~..~-~--~. 1 ,063.00 TASK 2 - FIELD ACTIVITIES SOIL BORINGS Drilling Subcontracter 1 LUMP 2850.00 2,850.00 Senior Staff 12 HRS 99.00 1,188.00 PID Meter/Sample Equip 1 LUMP 150.00 150.00 ._--~~~~.- -~,~~-~-~~~_., 4,188.00 TASK 3 - LAB TESTING TPHg/BTEX/MTBE 14 EACH 95.00 . 1,330.00 TPHd 14 EACH 70.00 980.00 Total Lead 9 EACH 18.00 162.00 ..n~. w,_._.~~u~__._.. 2,4!.2.00 TASK 4 - REPORTING Senior Engineer 2 HRS 134.00 268.00 Senior Project 8 HRS 119.00 952.00 Technicalllustrator 2 HRS 69.00 138.00 Word Processing 4 HRS 59.00 236.00 .__._.._--------~~~~_.~.~~~~~-~. 1,594.00 10% Contingency 931.70 ..__._----_.._~,._.~,~~~~~ PROJECT TOTAL 10,248.70 GEOeON CONSULTANTS, INC. ENVIRONMENTA d. d-, rJO ~ 't "A lS 0 . GEOTECHNICAL. MATE 2004 SCHEDULE OF FEES ENVIRONMENTAL SERVICES "__"""'''''''''''''''''''''''''''''"'T""''"-,.¡.~............._n..'n,......~..~_'''''''''''''''··'''''···~ ..Ii :1: ~ i'!! ~ I: !! , ," " . . \:,> ~Ei~\il,G.ÉS,;:}:. : ""':':':'::"" ::', .:. : ',:'1 \~ ·''''ì ;;;';.':"~'..:.;,;,:"':'~~~.""':':"':'':'':':''';'':':,¡:.;.:.;.:.:..;.;¡;'¡';,;.;'¡;¡.;';':::''~~.~';'':;.~..~;:,;.,,;.,~~.~~.:L22...~....:.,,,~,;~'=~--..,:... $/hr Word Processing/Technical Editor. ...................... ...... ....... ...... ...... ............. ........................ ........................... ......... .... ..... ............ 59.00 Technical Illustrator/CAD Operator..... .......... ...... ........... ..................... ..... .................... .......... ................ .......... ......... ..... ..... .......69.00 Engineering Field Teclmicial1/Research Assistant.. ..... ....................... .... ........ ....................... ...... ........... .............. ................ .... *79.00 Staff Engineer/Geologist/Scientist........ ............ ..... .......................... .......... ....... .... ..... .......... .... ......... ........... ............... ............ ....89.00 Senior Staff Engineer/Geologist/Scientist................ .............................. ........... ....... ...... .... :..... ............. ...... ..................... ...........99.00 Proj ect Engineer/Geologist/Scientist............. ....................................... ............. ....................... .... ... ........................... ........... .... 109.00 Senior Project Engineer/Geologist/Scientist................................. ....... ................ ....... .....:....... .................. ............................... 119.00 Senior Engineer/Geologist/Scientist......... .............. ............. ................................ ...................................................................... 134.00 Associate Engineer/Geologist/Scientist.................................................................................................... ................................. 154.00 Principal Engineer/Geologist/Scientist/Litigation Support ... ........................ ...... .................. ... .:................ ................. .............. 184.00 ·Deposition or Court Appearance .............. .......... ................... ....... ................. ............................... ..... ........... ........... ... ...............329.00 ,,,...~.~~~_~.i}.~12~...~~!fe Hourly~:~~~~ge pe~.~~.!!:~E!?!~,,~.~?_~r C~~J.?20, et. Seq. ..... ................. ........... ..................... ...................20.00 , . .. ... ........ ... , , ... QUI~~~!~~.~,~II5~J,~~,,,_I~~. Eauipment and Materials Pick-up Truck ..........................................................$100/day Equipment Truck ....................................................$150/day Vehicle Mileage .................................................. $0.50/mile Per Diem. ............................................................. .....$80/day Compact DirectwPush Rig/Operator ..................... $115/hour Drive-Tube Sampler ................................ .................$35/day Hand-Auger........... ........ ................... ................. ..... ..$3 5/day Soil Sample Tube (Brass) ......................................... $7 each Soil Sample Tube (Stainless) ................................. $10 each Bailer (Reusable) ......................................................$30/day Bailer (Disposable) ................................................. $12 each Stainless Sampling Pump .......................................$100/day Battery-Powered Pump .............................................$50/day Water Level Indicator ...............................................$30/day Interface Probe ........... .............. .............. ......... ........ .$5 5/day Photo-Ionization Meter...........................................$IIO/day Combustible Gas Meter ............................................$75/day pH/Conductivity/Temperature Meter .......................$40/day Turbidity Meter ...................... ............. ,............. ...... .$7 5/day Level D PPE/Decon Rinse Equipment .....................$40/day De-Ionized Water (5-gallon) .................................. $12/each Generator or Air Compressor ........;..........................$75/day Concrete Coring Equipment ...................................$150/day Equipment or Water Trailer ...............,.......,.............$75/day 55-Gallon Drum ..................................................... $45 each Visqueen (6 miI20xlOO') .........................................$80/roll Traffic Cones/Barricades .................................. ..... ...$3 O/day Portable GPS Unit ..................................................$150/day POliab Ie Copier.............. .... ....... ..... ........................... $40/day Monitorine: Well Materials 5' PVC 0.02 Slotted Casing 10' PVC 0.02 Slotted Casing 5' PVC Blank Casing 10' PVC Blank Casing Threaded Casing Plug Locking Cap Security Well Head Cover 2-inch-diameter $30 each $55 each $25 each $40 each $15 each $30 each $95 each 4~it1ch-diameter $55 each $105 each $45 each $70 each $20 each $35 each $110 each Silica Sand, 100-lb. Bag ...............................................$16 each Cement, 94-lb. Bag .......................................................$15 each Ready Mix Concrete, 60-lb. Bag ............;.....................$15 each Bentonite Chips, 50-lb. Bag .........................................$15 each Bentonite Pellets, 50-lb. Bucket ................................... $80 each Asphalt Patch, 60-lb Bag .............................................. $15 each Analvtical Tests TPHglBTEX (EPA 8015M18021B) .............................. $65/test TPHg/BTEXlMTBE (EPA 80 15M/802lB/8260B) ....... $95/test TPHd/TPHmo (EPA 8015M) .......................;................ $70/test Fuel Oxygenate Compounds (EPA 8260B) ................. $ 135/test Volatile Organic Compounds (EPA 8260B) ............... $ 135/test Semi-Volatile Organic Compounds (EPA 8270) ........ $300/test CAM 17 Metals (EPA 6010) ....................................... $ 160ltest Single Metal (EPA 6010) .............................................. $18/test WET or TCLP Extraction .............................................. $65/test Soil pH (EPA 9045) ...................................................... $18/test Total Organic Carbon (EPA 9060) ................................ $50/test 48-Hour Turn-Around- Time .............................. 75% surcharge 2356 Research Drive . Livermore, CA 94550-3848 . Telephone (925) 371-5900 . Fox (925) 371-5915 Page 1 of2 :; 3úfJ;2'Í ·t\)Jmtij),~$,¡"'t:': !'I"~ ~·':""'.l!~i":,<I~,!:::!::;;~~:'~:: ,.:, ;ï' I \' "j,:,".:; :<j::>:<,;:~,I':::,:'::::' 1. . ,~ Listed are typical charges for the services mostfrequently performed by Geocon. Pricesfor unlisted services as 'well as special quotations for programs involving volume work will be provided upon request. 2. Saturday and overtime hours are charged at time and one-half; Sundays and holidays at double time. Per diem is $80.00 per day when location of work dictates. . 3. Field services including monitoring well installation, groundwater sampling, pump testing, remedial system pilot testing and other special services will be charged at standard engineering rates plus equipment charges. 4. A surcharge of $20.00 per hour will be added to the Professional Services classifications indicated with an asterisk (*) on the Schedule of Fees in order to comply with the prevailing wage requirements of California Labor Code §720, et. seq. 5. Hourly services are billed portal to portal from closest office in accordçmce with the stated hourly rates herein, with a minimum tWo-hour charge. Mileage is charged at $0.50/mile. 6. Outside senJŽces ini:luding subcontractors and rental of special equipment are billed at cost plw 15 percent. 7. Invoices will be submitted at four-week intervals. Terms of payment are net upon presentation of invoice. Invoices become delinquent thirty (30) days from invoice date and subject to one and one~ half percent (1-1/2%) service charge per month, or the maximum rate allowed by law. whichever is lower. if Client objects to all or any portion of any invoice, Client will so notify Geocon in writing within fourteen (14) calendar days of the invoice date, identifY the cause of disagreement, and pay that portion of the invoice not in dispute. The parties will immediately make every effort to settle the disputed portion of the i11voice. Payment on delinquent invoices will first be applied to accrued interest and then to the principal amount. All time spent and expenses incurred (including any attorney's fees and costs) in connection with collection of any delinquent amount will be paid by Client to.Geocon per Geocon~ current fee schedule. 8. Many risks potentially affect Geocon by virtue of entering into this agreement to perform professional engineering services on behalf of Client. The principal risk is the potential for human error by Geocon. For Client to obtain the benefit of a fee which includes a nominal. allowance for dealing with our liability, Client agrees to limit our liability to Client and to all other parties for claims arising out of our performance of the services described in thE! agreement. The aggregate liability of Geoeon will not exceed $50,000 for negligent professional acts, errors, or omissions, including attorney's fees .and costs which may be awarded to the prevailing party, and Client agrees to indemnify and hold harmless Geoconfrom and against all liabilities in excess of the monetary limit established above. Page 2 of2 Z4ïßÞ.~ GEOCON CONSULTANTS, INC. 2356 Research Drive, Livermore, California 94550 Tel. (925) 371-5900 Fax (925) 371~5915 TERMs FOR ENVIRONMENTAL ENGINEERING SERVICES THE AGREEMENT This Agreement is made by and between City of Dublin Geocon Consultants, Inc., hereinafter referred to as "Geocon," and hereinafter referred to as "Client." The tenn "Client" includes , who is the Client's project representative agent and/or , who is the Client's designated agent for all notices and communications between Geocon and Client. All notices and communications from Geocon to Client are to be addressed to: .:::.,.,...,... oF ~U~Ir-..J f:7vg.L-~ c... "-'~~ r.::....G::P"~.,..I""1¡¡;t-JT 'oc;> c:::.h.ltC. P~"2.A I',..V~i-h-J \ t.::A <:14'S:Coß Attention: He.L-I~ ~'T~ The Agreement between the parties consists of these Tenns,Proposal No. LE~04·039 dated Julv 26, 2004 and any exhibits or attachments referenced in the Proposal. Total proposed fee: $10250 (T & M) Retainer fee required: SUMMARY OF DOCUMENTS Client and Geocon agree to perform this contract in accordance with the following contract documents which are incorporated herein by reference and made a part of this contract: Exhibit 1: Exhibit 2: Geocon Proposal Geocon Schedule of Pees for Environmental Services Together, these elements will constitute the entire Agreement superseding any and all prior negottatlOns, correspondence, or agreements either written or oral. Any changes to this Agreement must be mutually agreed to in writing. 1 of 4 Client's Initials Contr¡,¡et PM: ContfílctJN6. Revised .3/22/01 26Ðb G($ TERMS FOR ENVIRONMENTAL ENGINEERING SERVICES ARTICLE 1 STANDARD OF CARE The services provided by Geocon shall be performed in accordance with generally accepted professional practice at the time when, and the place where, the services are rendered. ARTICLE 2 SITE ACCESS AND HEALTH AND SAFETY Client shall furnish or cause to be furnished to Geocon all documents aBd information known to Client that relate to the identity, location, quantity, nature or characteristics of any hazardous condition, material, or waste at, on, or under the site. In addition, Client will furnish or cause to be furnished such other reports, data, studies, plans, specifications, documents and other information on surface and subsurface site conditions required by Geocon for proper performance of its services. Geocon shall be entitled to rely upon Client-provided documents and information in performing the services required under this Agreement; however, Geocon assumes no responsibil ity or liability for their accuracy or completeness. Client-provided documents will remain the property of the Client. It is understood that the Client, if not the owner or tenant of the subject site, has notified the owner or tenant of Geocon's intent to provide these services on the site and has obtained all necessary permissions for Geocon to enter the site and provide the above- referenced services. If, during site visits, certain conditions are observed that may jeopardize Geocon's (or others) health and safety, such conditions will be brought to the attention of the Client. Geocon will not direct, supervise or control the work ofnon-Geocon contractors or their subcontractors. Geoco!1's services will not include a review or evaluation of such contractor's (or subcontractor's) safety measures, and Geocon shall have no responsibility for such work and/or safety at the jobsite regardless of whether Geocon provided safety training services to those parties. Geocon shall be responsible only for its own activities and that of its employees and subcontractors on any site, except where Geocon is specifically retained to perform health and safety review services in which case Geocon's responsibilities are limited to the express scope of those services. ARTICLE 3 mSCOVERY OF HAZARDOUS CONDITIONS The Client, if not the owner of the site, warrants that he has notified the owner of the implications of our services, that the presence or suspected presence of hazardous conditions on the site(s) may require reporting under federal, state and/or local regulations and, if required, it will he the owners' responsibility to report this information to the regulatory agencies. Geocon will not assume the responsibility for reporting the presence and release of hazardous materials/wastes/conditions on the site(s) to regulatory agencies. Additionally, the Client, if not the owner of the site, recognizes that the discovery of hazardous conditions, or suspected hazardous conditions may result in a significant reduction in value of the site(s) Client's Initials 20f4 and has notified the owner(s) of the site of the potential ramifications of this assessment. The Client also recognizes that this discoverv of hazardous conditions or suspected hazardous conditions may spur the site's owner(s). if not the Client or potentiallv impacted neighboring site owners, to institute action against Geocon. and that the Client indemnifies Geocon against such actions to the fullest extent permitted under law. ARTICLE 4 DISPOSAL OF CONTAMINATED MATERIAL It is understood and agreed that, unless specifically negotiated in writing, Geocon is not, and has no responsibility as, a handler, generator, operator, treater or storer, transporter or disposer of hazardous or toxic substances found or identified at a site, and that Client shall undertake or arrange for" either directly or indirectly through subcontractors, the handling, removal, treatment, storage, transportation and disposal of hazardous substances or constituents found or identified at a site. ARTICLE 5 CONDITIONS OF ASSESSMENT SERVICES The Client should recognize that the assessment services performed in support of this agreement shall not be considered and/or construed as a comprehensive site characterization. The findings and conclusions in such reports will be predicated on the information obtained through conducting the services outlined in the written scope of services. It should also be recognized that the services perfomled should not be interpreted as a statistical evaluation' of the site, but are rather intended to provide a preliminary indication of impacts to the site from the possible usage, generation, or release of hazardous contaminants. ,Also, if no significant indicators of the presence of hazardous contaminants are encountered during our services, this does not preclude the presence of hazardous contaminants on the site. A statistical evaluation of the site would include a comprehensive sampling. effort and laboratory analysis program to provide a basis for estimating the potential for the presence of hazardous contaminants with a numerical confidence value. Tbe services shall only be deemed conclusive with respect to the tasks performed and the infonnation obtained. No guarantee of the results of the services is implied within this contract. ARTICLE 6 OWNERSHIP AND LIMIT A nONS OF DOCUMENTS Unless otherwise specified in this Agreement or in an Addendum, and provided that Geocon has been fully paid for its services, Client shall have the right to us.e the documents, maps, photographs, drawings and specifications resulting from Geocon's efforts on the project, for purposes reasonably contemplated by the pmiies. Geocon shall have the right, but shaH not be obligated, to retain copies of all such materials and shall have the right to use the smne for any purpose, unless such use would be expected to cause harm to Client. CüntmctJl9h, Revised 3/22/01 20q; :« TERMS FOR ENVIRONMENTAL ENGINEERING SERVICES Client shall specify in advance, in writing, and be charged for all arrangements for special or extended-period maintenance of such materials by Geocon. Geocon retains the right of .ownership with respect to any patentable concepts or copyrightable materials arising j'Ì'om its services. The information contained in reports generated by Geocon is only valid as of the date of issue and as the information relates to the subject site and services performed. The information presented in the reports must not be relied upon for purposes other than those conveyed therein. Other parties relying on the infonnation contained in the reports are subject to the tenns and conditions of this contract. Re-use of any materia! described by Client, including provision or publication to third parties, on extensions of this project or on any other project without Geocon's written authorization shall be at Client's and third parties' risk, and Client agrees to indemnify, defend, and hold harmless Geocon from all claims, damages, and expenses, including attorneys' fees, arising out of such unauthorized re-use to the fullest extent permitted under California law. ARTICLE 7 BILLING AND PAYMENT Invoices will be submitted to Client by Geocon, and will be due and payable upon presentation. Payment shall not be contingent upon Client's compensation for these services from their client or other third~party. If Client objects to all or any portion of any invoice, Client will so notify Geocon in writing within fourteen (14) calendar days of the invoice date, identify the cause of disagreement, and pay, when due, that portion of the invoice not in dispute. The parties will immediately make every effort to settle the disputed portion of the invoice. In the absence of written notification described above, the balance as stated on the invoice will be paid. Invoices are delinquent if payment has not been received within thirty (30) days from date of invoice. Client will pay an additional charge of one-and"one-half (1.5) percent per month (or the maximum percentage allowed by law, whichever is lower) on any delinquent amount, excepting any portion of the invoiced amount in dispute and resolved in favor of Client. Payment thereafter will first be applied to accrued interest and then to the principal unpaid amount. All time spent and expenses incurred (including any attorney's fees and costs) in connection with collection of any ddinquent amount will be paid by Client to Geocon per Geocon's current fee schedule. lnthe event Client fails to pay Geocon within sixty (60) days after invoices are rendered, Client agrees that Geocon will have the right to declare Client in major breach of this contract and cease all work on the project. At Geocon's option, Geocon may waive said major breach upon payment by Client of all arrearages and outstanding invoices.. ARTICLE 8 TERMINA TION This Agreement may be terminated by either party seven (7) days after written notice in the event of any breach of any provision of this Client's Initials 3 of 4 Agreement or in the event of substantial failure of performance by the other party, or if Client suspends the work for more than three (3) months. In the event of termination, Geocon will be paid for services perfonned prior to the date of termination plus reasonable termination expenses, including, but not limited to the cost of completing analyses, records, and reports necessary to document job status at the time oftermination. :I..RTICLE 9 KJSI{ ÁLLGCI{'I'I0n Agreement to perform services on behalf of Client. The principa is the potential for human error by Geocon. For Client to obt' the benefit of a fee which includes a nominal allowance for dea' g with Geocon's liability, Client agrees to limit Geocon's liabili to Client and to all other parties for claims arising out f Geocon's performance of the services described in the reement. The aggregate liability of Geocon will not exceed $50 00 for negligent professional acts, errors, omissiOl , indudin ttomey's fees and costs which may be awarded t the preva' ng party, and Client agrees to indemnify and hold less Ge on from and against all liabilities in excess ofthe m ry limit tablished above. Limitations on liabili~n inde nities in this Agreement are business understand in tw the parties voluntarily and knowingly enterea a ä s II apply to all theories of recovery including, but nt Ii ted ,breach of contract, warranty, tort (including neglige tr' t or statutory liability, or any other cause of action, except for Iful misconduct or gross negligence. The parties also agree t Client will not seek damages in excess of limitations indirec through suits with other parties who may join Geocon as a thir -party, nor by an award of attorney's fees and costs to the prevai' g party in excess of the aggregate liability agreed upon herei y the parties. "Parties" means Client and Geocon and their offi rs, employees, agents, affiliates, and subcontractors. Both Client nd Geocon agree that they will not be liable to each other, und any circumstances, for special, indirect, consequential, or ARTICLE 10 INDEMNIFICATION If any claim is brought against Geocon, its employees, agents, and subcontractors and/or Client by a third party, relating in any way to the Services, the contribution and indemnification fights and obligations ofGeocon and Client, subject to the paragraph entitled "Risk Allocation" above, such claim shall be determined 8.9 follows: 1. If any negligence, breach of contract, or willful misconduct of Geocon caused any damage, injury, or loss claimed by the third party, then Geocon and Client shall each indemnify the other against any loss or judgment on a comparative responsibility basis under comparative negligence principles (Client responsibility to include that of its agents, empJoyees, and other contractors); and 2 '66;<i TERMS FOR ENVIRONMENTAL ENGINEERING SERVICES 2. Unless Geocon was liable for negligence, brcach of contract, or willful misconduct which in whole or in part, caused the damage, injury, or loss asserted in the third party claim, Client shall indemnify Geocon against the claim, liability, loss, legal fees, consulting fees, and other costs of defense reasonably incurred. ACKNOWLEDGMENT CLIENT: Authorized By: ARTICLE 11 INSURANCE Geocon and Client agree to maintain during the performance of the services (I) statutory Worker's Compensation coverage: and (2) Commercial General and Automobile Liability insurance coverage in the sum of not less than $2,000,000 general aggregate and $1.000,000 combined single limit, respectively. Print Name: Title: Date: ARTICLE 12 ASSIGNMENTS Neither party to this Agreement shall assign its rights, duties, and obligations hereunder without the prior written consent of the other party. GEOCON CONSULT ANTS, INC. ~0 lJru {JJ¥£~ tv/¡:B 10 ¥ ARTICLE 13 DELAYS In the event that Geocon field or technical work is interrupted due to causes outside of its control, Geocon shall be equitably compensated (in accordance with Geocon's current fee schedule) for the additional labor, equipment, and other charges associated with maintaining its work force and equipment available during the interruption, or at the option of Client, for such similar charges that are incurred by Gcoconfor demobilization and subsequent remobilization. In no event shall Geocon be required to maintain a field force in stand"by status in the tïeld for a period of more than five (5) calendar days. By: Title: Date: ARTICLE 14 GOVERNING LAW AND SURVIVAL The law of the State of California will govern the validity of these terms, their interpretation ànd perfonnance. If any of the provisions contained in this Agreement are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions will.not be impaired. Risk allocation and indemnities will survive termination or failure ofthis Agreement for any cause. The parties have read or had the opportunity to read the foregoing, including all attachments, addendums, and exhibits hereto and have had an opportunity to discuss the saine, compJetcly understand the terms, and willingly enter into this Agreement which will become effective on the date signed by Client. 40f4 Geocon' nitials Client's Initials Contl'act: 119~. Rcvi!'lcd 3/22/0 o CO LC) I æ g~ In .... o +oJ a> o (0 - c.. c o +oJ en =t o ::r: o g .... o ~ en +oJ C a> E a> > o L- a. E o In N o ..... "Ë ~ 'g ~ e III 0. 0. - "C (0' o D:::' >. +oJ L- a> ..c C) =t o o i~>':·:'\ ".1) rJ,.<~"., ,¡, ~ J! A'~ t ~i If ~:¡¡ .1;1 (I m I '§" Ii I~ i " ~ ATTACHMENT B. '.~,~,:.