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HomeMy WebLinkAboutReso 106-16 On Call Engineering Agreements RESOLUTION NO. 106 - 16 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ************ APPROVING CONSULTING SERVICES AGREEMENTS WITH BSK ASSOCIATES; CONSOLIDATED ENGINEERING LABRATORIES; ENGEO; GEOCON; ASSOCIATED ENGINEERING CONSULTANTS; CALTROP; CSG CONSULTANTS; HILL INTERNATIONAL; S&C ENGINEERS; SWINERTON MANAGEMENT & CONSULTING; VALI COOPER & ASSOCIATES; CAL ENGINEERING & GEOLOGY; COTTON, SHIRES & ASSOCIATES; GEOSPHERE CONSULTANTS FOR ON-CALL ENGINEERING SERVICES WHEREAS, Staff prepared and initiated a Request for Qualifications (RFQ) for on-call engineering services; and WHEREAS, Staff reviewed and selected the most qualified firms to provide certain engineering services on an as-needed basis; and WHEREAS, the City proposed Consulting Services Agreements with the selected consulting firms. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve Consulting Services Agreements with BSK Associates, Consolidated Engineering Laboratories, Engeo, Geocon, Associated Engineering Consultants, Caltrop, CSG Consultants, Hill International, S&C Engineers, Swinerton Management & Consulting, Vali Cooper & Associates, Cal Engineering & Geology, Cotton, Shires & Associates, and Geosphere Consultants for on-call engineering services; and BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Agreements attached hereto as Exhibit A through Exhibit Q. PASSED, APPROVED AND ADOPTED this 21st day of June, 2016, by the following vote: AYES: Councilmembers Biddle, Hart, Wehrenberg, and Mayor Pro Tern Gupta NOES: None ABSENT: Mayor Haubert ABSTAIN: None Mayor Pro em ATTEST: Poor/ City Clerk Reso No. 106-16,Adopted 6-21-16, Item 4.8 Page 1 of 1 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BSK ASSOCIATES This Agreement is made and entered into between the City of Dublin ("City")and BSK Associates("Consultant")as of July 1,2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2019,and Consultant shall complete the work described in Exhibit A as assigned by Task Order 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 conformance with standards of quality normally observed by a person practicing in Consultants profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons,Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal,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. 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. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; • The beginning and ending dates of the billing period; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects,all hours must also be logged by project assignment o A brief description of the work,and each reimbursable expense • 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; • 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below,and shall not exceed ($3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 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 Consultants use while consulting with City employees and reviewing records and the information in possession of the City. The location,quantity,and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer,long-distance telephone or other communication charges,vehicles,and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant,at its own cost and expense,shall procure"occurrence coverage"insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives,employees,and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed,or allowed to lapse without at least thirty(30)days'prior written notice to City of such cancellation,change,or lapse. 4.1 Workers'Compensation. Consultant shall,at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employees Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employees Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00) per accident. In the alternative,Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer,if insurance is provided,or the Consultant, if a program of self- insurance is provided,shall waive all rights of subrogation against the City and its officers,officials, employees,and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant,at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom,and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 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 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 Liability Insurance. Consultant,at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided,canceled by either party,reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail,return receipt requested,has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement,Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense,any extended reporting provisions of the policy,if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement.] 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 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. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced,limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required,City may,at its sole option exercise any of the following remedies,which 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. To the maximum extent allowed by law,Consultant shall indemnify, keep and save harmless the City,and City Councilmembers,officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred,in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions,suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith;and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall,at its expense,satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to,and shall not in any way be limited by,the insurance obligations contained in this Agreement. 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. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultants 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 Agent. Except as City may specify in writing,Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity,Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees,agents,and any subcontractors have all licenses,permits,qualifications,and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees,agents,any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion, color, national origin,age, physical or mental handicap or disability, medical condition, marital status,sex,or sexual orientation,against any employee,applicant for employment,subcontractor,bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state,and local laws,policies, rules,and requirements related to equal opportunity and nondiscrimination in employment,contracting,and the provision of any services that are the subject of this 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 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination,Consultant shall be entitled to compensation for services performed to the effective date of termination;City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software,video and audio tapes,and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Consultant understands and agrees that,if City grants such an extension,City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly,unless authorized by the Contract Administrator,City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience,and specialized personal knowledge. Moreover,a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports,design documents,and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models,charts, studies,surveys, photographs,memoranda, plans,studies,specifications, records,files,or any other documents or materials,in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that,until final approval by City,all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit,and/or copying at any time during regular business hours,upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor,at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys'Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a "conflict of interest,"as that term is defined in the Political Reform Act,codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 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. Principals and those performing work for City of Dublin rmy be required to submit a California Fair Political Practices Commission(FPPC)Form 700:Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html. 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 the City Manager("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: BSK Associates Tim Rodriguez,Principal in Charge 324 Earhart Way Livermore,CA 94551 Any written notice to City shall be sent to: The City of Dublin Attn:Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Inteuration. This Agreement, including Exhibits A, B and C,represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations,or agreements,either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the day of ,20_. CITY OF DUBLIN CONSULTANT Christopher L. Foss,City Manager Tim Rodriguez, Principal in Charge Attest: Caroline Soto,City Clerk Approved as to Form: John Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Construction Inspection and Materials Testing Services Services may include construction inspection of Capital Improvement Program projects and/or improvements associated with private land development; Special Inspection (Concrete Placement, ACI or ICC, Electrical, Mechanical, Welding, Rebar, Conduit, Cables, etc.), and Public Works Inspection. Special Inspection firms shall be on the City of Dublin's Building Department's "Recognized Special Inspection & Testing Agency" list. Materials testing services may include Field and Laboratory Compaction Testing using Caltrans and ASTM methods, asphalt or concrete batch plant inspection. In addition, Consultant may be asked to perform other tasks as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE BSK Associates -2016 Schedule of Fees -City of Dublin PERSONNEL RATES TECHNICAL STAFF(Prevailing Wage) Group 4-Technician $ 89.00 Group 3-Engineering Technician $ 93.00 Group 2-Special Inspector $ 98.00 Group 1-Special Inspector $ 103.00 Field Supervisor S 125.00 Ground Penetrating Radar Scanning Technician $ 230.00 Core Drilling Technician $ 155.00 Floor Flatness Testing Technician $ 129.00 Sample Pickup/Transportation/Delivery $ 89.00 Laboratory Technician $ 89.00 Administrative Assistant/Clerical $ 64.00 PROFESSIONAL STAFF Principal $ 196.00 Senior Professional $ 175.00 Project Professional II/Project Manager $ 155.00 Project Professional I $ 129.00 Staff Professional It $ 110.00 Staff Professional I $ 103.00 Seismic GIS $ 155.00 GIS Specialist $ 91.00 Information Specialist II $ 125.00 Information Specialist II $ 105.00 Project Administrator $ 69.00 BASIS OF CHARGES FOR FIELD TECHNICIAN SERVICES Field Work from 0 to 2 hours Bill 2 hours Field Work from 2 to 4 hours Bill 4 hours Field Work from 4 to 6 hours Bill 6 hours Field Work from 6 to 8 hours Bill 8 hours Field Work over 8 hours/Saturdays Bill time and a half Sundays,holidays and over 12 hours Bill double time Swing shift(4:00pm to Midnight) Add$15.00 per hour Graveyard Shift Add$20.00 per hour Show-up time(no work performed) Bill 2 hours Sampling or cylinder pickup,minimum charge Bill 2 hours EQUIPMENT/REIMBURSABLES Mileage(Portal to Portal) Included Per Diem(as required) Not Applicable Nuclear Gauge(Day) $ 52.00 Ultrasonic Weld Equipment(Day) $ 52.00 Subconsultant Services Cost+15% Project Administration Fees 7%of Invoice Page 1 of 6 BSI( BSK Associates- 2016 Schedule of Fees -City of Dublin MATERIALS LABORATORY TESTS SOILS Moisture Density turves Standard Proctor,4"(ASTM/AASHTO) $ 210.00 Modified Proctor,4"Mold(ASTM/AASHTO) 5 210.00 Modified Proctor,6"mold(ASTM D1557) $ 225.00 Caltrans Maximum Wet Density(CT 216) S 190.00 Check Point $ 120.00 Particle Size Analysis Sieve Analysis w/Wash(ASTM D422) $ 150.00 Minus#200 Wash,Soil(ASTM 01140) $ 75.00 Hydrometer Analysis(ASTM D422) $ 200.00 Double Hydrometer(ASTM 04221) $ 275.00 Specific Gravity of Soil(ASTM D854) $ 140.00 Visual Classification(ASTM 02488) $ 40.00 Sand Equivalent(ASTM 02419) $ 110.00 %Organics in Soil(ASTM 02974) $ 120.00 Atterberg Limits Plasticity Index(ASTM 04318) $ 195.00 Shrinkage limits of Soils(ASTM D427) $ 180.00 Moisture Density Test Tube Density $ 45.00 Moisture Content of Soils(ASTM 02216) $ 40.00 Swell Tests Expansion index of Soils(USC No.29) $ 210.00 Shear Tests Direct Shear,Undisturbed(ASTM 03080) $ 195.00 Direct Shear,Remolded(ASTM D3080) $ 230.00 Triaxial Compression Testing QUOTE Consolidation Tests Consolidation(ASTM D2435) $ 370.00 Consolidation,Extra Points(ASTM 02435) $ 50.00 Collapse Potential of Soils(ASTM D2435) 5 180.00 Remolded Consolidation(ASTM 02435) 5 315.00 One-Dimes Swell of Soil(ASTM 04546) $ 115.00 Unconfined Compression Unconfined Compression(ASTM 02166) 5 115.00 Page 2 of 6 BSI( BSK Associates -2016 Schedule of Fees - City of Dublin N4ATERIALS LABORATORY TESTS "R"Value Determination R-Value of Soils(CT 301) $ 350,00 R-Value of Treated Materials(CT 301)) $ 390.00 California Bearing Ratio(CDR) CBR at 100%(ASTM 01883 or AASHTO T-180) $ 450.00 CBR at 95%(ASTM 01883 or AASHTO T-180) $ 880.00 Permeability Tests Rigid Wall Permeability(ASTM 02434) $ 250.00 Flexible Wall Permeability(ASTM 05084) $ 390.00 Remolded Flexwall Perm(ASTM D5084) $ 495.00 Soil CorrosivityTests Minimum Resistivity of Soils(CT 643) $ 125.00 pH $ 60.00 Soluble Sulfate,Chloride and Sulfide $ 115.00 Oxidation Reduction of Soil $ 50.00 Soil Cement Tests Freeze Thaw Abrasion(ASTM 0560) $ 555.00 Wetting-Drying Abrasion(ASTM D559) $ 530.00 Preparation of Freeze-Thaw or Wetting-Drying Tests $ 665.00 Soil Cement Compression(ASTM 01633) $ 215.00 Cement Content Soil Cement(ASTM C1084) $ 215.00 Other Sample Preparation $ 60,00 Crumb Test Disperstion(ASTM D6572) $ 70.00 Pinhole Dispersion Test(ASTM) $ 225.00 Sand Density Calibration(ASTM D1566) $ 70.00 GALVANIZED COATINGS Wt.of Galvanized Coating(ASTM A 90) $ 85,00 WOOD PRODUCTS Lumber Specific Gravity and Shrinkage(ASTM 0143) $ 100.00 Moisture Content,Oven Dry(ASTM 02016,Method A) $ 45.00 Moisture Content,Meter(ASTM D2016,Method 8) $ 30.00 Plywood Plywood Glue Shear Test(ASTM 0805) QUOTE Moisture Absorption of Plywood(ASTM D805) $ 70.00 Page 3 of 6 1351( BSK Associates - 2016 Schedule of Fees -City of Dublin MATERIALS LABORATORY TESTS Glue-Laminated Timbers Finger Joint Tension Test(AITC Test 106) $ 50.00 Bending Test for End Joints(AITC Test 105) $ 50.00 Adhesive Spread Measurment(AITC Test 102) $ 50.00 Moisture Content and Specific Gravity(AITC Test 111) $ 70.00 AGGREGATES Sieve Analysis Coarse or Fine(ASTM C136) 5 75.00 Sieve Analysis w/Fineness Modulus $ 80.00 Minus 200 Wash,Aggregates(ASTM C117) $ 75.00 Specific Gravity/Absorption(ASTM C127) $ 140.00 Specific Gravity/Absorption(ASTM C128) $ 140.00 Organic Impurities(ASTM C40) $ 75.00 96 Lumps/Friable Particles(ASTM C142) $ 75.00 %Flat and Elongated(ASTM D4791) $ 110.00 Moisture Content(ASTM D2216) $ 40.00 Aggregate Wt.,pcf Compacted(ASTM C29) $ 70.00 Aggregate Wt.,pcf Loose(ASTM C29) $ 60.00 Abrasion by LA Rattler,Small Size(ASTM C131) $ 210.00 Abrasion by LA Rattler,Large Size(ASTM C131) $ 250.00 Sodium Sulfate Soundness,Per Sieve(ASTM C88) $ 95.00 Sodium Sulfate Soundness,Min.Charge(ASTM C88) $ 310.00 Relative Mortar Strength of Sand(ASTM C87) $ 380.00 Sand Equivalent(ASTM D2419 OR CT 217-I) $ 110.00 Durability Index(CT 229) $ 225.00 Potential Reactivity of Aggregates QUOTE Cleanness Value of Aggregate(CT 227) $ 160.00 Hydrometer(ASTM D422 OR CT 205-E) $ 200.00 %Crushed particles(CT 205) $ 145.00 Lightweight Pieces(ASTM 123) $ 195.00 REINFORCING STEEL Tensile&Bend of Rebar,#3-#8 $ 130.00 Tensile&Bend of Rebar,#9-#11 $ 130.00 Bend Test of Rebar $ 50.00 Slip and Tensile Rebar Couplers(CT 670) $ 190.00 Tension Test of Welded Wire Fabric QUOTE Bend Test of Welded Wire Fabric QUOTE Weld Shear Test,Welded Wire Fabric QUOTE PT Cable Tensile and Elongation(ASTM A416 or A4I1) $ 250.00 PT Cable Preparation QUOTE CALIBRATION Torque Wrench $ 155.00 Hydraulic Jack $ 150.00` Page4of6 BSI( BSK Associates- 2016 Schedule of Fees -City of Dublin MATERIALS LABORATORY TESTS HOT MIX ASPHALT Mix Design,HVEEM $ 2,750.00 Mix Design,Marshall $ 3,250.00 AC Content by Centrifuge(ASTM D2172) $ 250.00 AC Ash Correction(ASTM 02172) $ 250.00 AC Content-Ignition ASTM D6307 or CT382 $ 200.00 Moisture Content of Asphalt(CT 370) $ 60.00 Gradation/Extraction Aggregate(ASTM D5444) $ 120.00 Film Stripping $ 80.00 Stabilometer Value(CT 366) $ 350.00 AC Core Specific Gravity(ASTM D2726) $ 50.00 AC Max Density Rice Method(ASTM 02041) $ 225.00 Moisture Vapor Susceptibility(CT 307) $ 180.00 AC Surface Abrasion(CT 360) $ 440.00 Index Retained Strength(ASTM D1074-D1075) $ 400.00 AC Hveem Maximum Density(CT 375) $ 400.00 Marshall Stability and Flow(ASTM 06927) $ 225.00 Calculated AC Maximum Density(CT 367) $ 85.00 Marshall Maximum Density,50 Blows(ASTM D6926) $ 255.00 Examination of AC Cores $ 30.00 Thickness Determination of AC Cores $ 20.00 AC Tensile-Strength Premixed ASTM D4867 $ 575.00 AC Tensile-Strength Lab Mixed ASTM 04867 $ 675.00 MASONRY Concrete Masonry Units Testing(ASTM C90) Compression Test Pavers,Single $ 70.00 Compression Test Composit CMU Prism $ 145,00 Specific Gravity and Unit Weight $ 100.00 Moisture Content $ 50.00 Compression Test,Masonry Units(ASTM C140) $ 90.00 Absorption/Moisture Content(ASTM C140) $ 90.00 Linear Shrinkage(ASTM C426) $ 365.00 Masonry Core Shear Test(Title 24) $ 95.00 Masonry Core Compression/Shear Test(Title 24) $ 165.00 Compression Test Brick,Each(ASTM C67) $ 70.00 Absorption/Unit Wt.of Brick(ASTM C67) $ 70.00 Compression Test Grout(Set of 3 or 4) $ 105.00 Compression Test Mortar(Set of 3 or 4) $ 100.00 FIREPROOFING Cohesion/Adhesion Fireproofing Materials $ 110.00 Dry Density Fireproofing(ASTM E605) $ 80.00 Page 5 of 6 BSI( BSK Associates- 2016 Schedule of Fees - City of Dublin MATERIALS LABORATORY TESTS CONCRETE Cement Content Concrete(ASTM C1084) $ 335.00 Chemical Test(ASTM C150) QUOTE Set Times Cement-Vicat Needle(ASTM C191) S 275.00 Specific Gravity of Hydraulic Cement(ASTM C191) $ 135.00 Lineal Shrinkage Set of 3(ASTM C157) $ 350.00 Compression Test of Concrete-1(ASTM C39) $ 30.00 Compression Test of Concrete-4(ASTM C39) $ 120.00 Compression Test of Core(ASTM C42) $ 55.00 Preparation of Specimens,Sawing $ 60.00 Compressive Strength of Shotcrete Panel $ 280.00 Proportion of Cement in Concrete(ASTM C85) $ 325.00 Flexural Test Per Beam(ASTM C78) $ 80.00 Splitting Tensile Strength of Concrete(ASTM C496) $ 80.00 Unit Weight It Wt Concrete(ASTM C567) $ 50.00 "AZ"Test-Reinforced Concrete Pipe"Life Factor" $ 70.00 9 Pt Core Measurements,Each(ASTM C174) $ 30.00 Compressive Strength of Gunite $ 55.00 Concrete Trial Batches QUOTE Unit Weight&Abs Concrete(ASTM 0642) $ 110.00 Accelerated Curing of Concrete(ASTM C684) $ 225.00 Cylinder Molds(each) $ 6.00 Storage of Concrete Cylinders for more than 45 Days $ 55.00 RH Probe $ 55.00 Calcium Chloride Kit $ 35.00 Mixing Water(pH,elec.conductance,chloride,sulfate) $ 85.00 Contact Soil(pH,elec.conductance,chloride,sulfate) $ 105.00 WELDING AND STRUCTURAL STEEL Weider Qualification Testing Welder/Procedure Welder Qualification Testing QUOTE Face Bend of Steel $ 50.00 Root Bend of Weld Coupon $ 50.00 Side Bend of Weld Coupon $ 50.00 Tensile Test of Steel Coupon $ 70.00 Bend Test of Steel Coupon $ 60.00 Machining Charges(Per Coupon) QUOTE Brinell Hardness of Steel(ASTM E10) $ 85.00 Rockwell Hardness of Steel(ASTM E18) $ 85.00 Bolt Ultimate load $ 125.00 Bolt Hardness(set of 3) $ 85.00 Nut Hardness(set of 3) $ 85.00 Washer Hardness(set of 3 $ 85.00 Proof Loading,bolt or nut $ 125,00 Page 6 of 6 BSI( REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31,2017. Consultant may submit a new rate schedule which shall not exceed 3%,and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director,or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailing Wage Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following, the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773,the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s)shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work,as defined in this chapter, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. EXHIBIT C Public Contract Code ***PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*** Public Contract Code Section 10285.1 Statement In accordance with Public Contract Code Section 10285.1(Chapter 376,Stats.1985),the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has_,has not X (mark anal been convicted within the preceding three years of any offenses referred to in that section,including any charge of fraud, bribery,collusion,conspiracy,or any other act in violation of any state or Federal antitrust law in connection with the bidding upon,award of,or performance of,any public works contract,as defined in Public Contract Code Section 1101,with any public entity,as defined in Public Contract Code Section 1100,including the Regents of the University of California or the Trustees of the California State University.The term"proposer"Is understood to include any partner,member,officer,director, responsible managing officer,or responsible managing employee thereof,as referred to in Section 10285.1. Note: The proposer must place a check mark after"has"or"has not"in one of the blank spaces provided.The above Statement is part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Public Contract Code Section 10162 Questionnaire In accordance with Public Contract Code Section 10162,the Proposer shall complete,under penalty of perjury,the following questionnaire: Has the proposer,any officer of the proposer,or any employee of the proposer who has a proprietary interest in the proposer, ever been disqualified,removed,or otherwise prevented from bidding on,or completing a federal,state,or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes,explain the circumstances in the following space. Public Contract Code 10232 Statement In accordance with Public Contract Code Section 10232,the PROPOSER,hereby states under penalty of perjury,that no more than one final unappealable finding of contempt of court by a federal court has been issued against the PROPOSER within the immediately preceding two year period because of the PROPOSER's failure to comply with an order of a federal court which orders the PROPOSER to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. By my signature on this proposal t certify,under penalty of perjury under the laws of the State of California,that the foregoing questionnaire and statements of the Public Contract Code Sections 10162, 10232 and 10285.1 are true and correct and that the proposer has complied with the requirements of Section 8103 of the Fair Employment and Housing Commission Regulations(Chapter 5,Title 2 of the California Administrative Code.) By my signature on this proposal I further certify,under penalty of perjury under the laws of the State of California and the United States of America,that the Noncollusion Affidavit required under Title 23 United States Code,Section 112 and Public Contract Code Section 7106; and the Title 49 Code of Federal Regulations,Part 29 Debarment and Suspension Certification are true and correct. May 18, 2016 / DATE (AU' ZED:ION ATURi:) Tim Rodriguez, Livermore Branch Manager (NI MR.AND TT.R) BSK Associates (COMPANY NAME) 324 Earhart Way,Livermore, CA 94551 (COMPANY ADDRESS) CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CONSOLIDATED ENGINEERING LABORATORIES This Agreement is made and entered into between the City of Dublin ("City")and Consolidated Engineering Laboratories("Consultant")as of July 1,2016(the'Effective Date"). In consideration of their mutual covenants, the parties hereto agree as follows: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30, 2019, and Consultant shall complete the work described in Exhibit A as assigned by Task Order 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 conformance with standards of quality normally observed by a person practicing in Consultants profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, 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. 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. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; • The beginning and ending dates of the billing period; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense • 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; • 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed ($3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 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 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. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed, or allowed to lapse without at least thirty(30)days'prior written notice to City of such cancellation,change,or lapse. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00)per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer, if insurance is provided,or the Consultant, if a program of self- insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00)per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury,including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 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 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 Liability Insurance. Consultant,at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided,canceled by either party,reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail,return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement,Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense,any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 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. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultants 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 Consultants 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. To the maximum extent allowed by law,Consultant shall indemnify, keep and save harmless the City, and City Councilmembers,officers, agents and employees against any and all suits,claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions,suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall, at its expense,satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by,the insurance obligations contained in this Agreement. 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. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however,otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state,or federal policy, rule, regulation, law,or ordinance to the contrary, Consultant and any of its employees,agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to,any compensation,benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing,Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity,Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits,qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents,any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion,color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex,or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract,or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state, and local laws,policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this 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 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination,Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents,photographs, computer software,video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that,if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator,City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement,City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports,design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps,models,charts, studies,surveys, photographs,memoranda, plans,studies,specifications, records,files,or any other documents or materials, in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3)years, or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a "conflict of interest,"as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 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 etseq.,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. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission(FPPC)Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www,fppc.ca.gov/Form700.html. 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 the City Manager("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: Consolidated Engineering Laboratories Gary M.Cappa, President/CEO 2001 Crow Canyon Road,Ste. 100 San Ramon, CA 94583 Any written notice to City shall be sent to: The City of Dublin Attn:Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Integration. This Agreement, including Exhibits A, B and C, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations,or agreements,either written or oral. IN WITNESS HEREOF, the parties have caused their authorized representatives to execute this Agreement on the day of , 20 . CITY OF DUBLIN CONSULTANT Christopher L. Foss, City Manager Gary M.Cappa, President/CEO Attest: Caroline Soto, City Clerk Approved as to Form: John Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Construction Inspection and Materials Testing Services Services may include construction inspection of Capital Improvement Program projects and/or improvements associated with private land development; Special Inspection (Concrete Placement, ACI or ICC, Electrical, Mechanical, Welding, Rebar, Conduit, Cables, etc.), and Public Works Inspection. Special Inspection firms shall be on the City of Dublin's Building Department's "Recognized Special Inspection & Testing Agency" list. Materials testing services may include Field and Laboratory Compaction Testing using Caltrans and ASTM methods, asphalt or concrete batch plant inspection. In addition, Consultant may be asked to perform other tasks as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE CONSOLIDATED ENGINEERING L A 11 0 H A 7 O H , C S CITY OF DUBLIN CONSTRUCTION INSPECTION AND MATERIALS TESTING Effective January 1,2016 through December 31,2017 ENGINEERING SERVICES UNIT RATE UNIT Prktcipal/PrIncipal Engineer $ 200.00 hour GeotechnicaiEngineer $ 150.00 hour Project Engineer/Geologist $ 150.00 hour Assistant Engineer $ 110.00 hour INSPECTION SERVICES UNIT RATE UNIT ICC/AWS Inspector with NOT Equipment $ 90-00 hour ICC/Cekrans Certified Inspector $ 85.00 hour Proofload Testing/Anchor Installation Inspector $ 80.00 hour Mechanical,Electrical&Plumbing Inspector $ 110.00 hour SPEC*ALt2ED SERVICES UNIT RATE UNIT Pachometer $ 85.00 hour In•Place Brick Shear Tests(Masonry)-Two-Person Crew(4-hour minimum) $ 180.00 hour Ground Penetrating Radar(GPR) -One Man Crew $ 200.00 hour -Two Man Crew $ 300.00 hour Floor Flatness Testing: -Surveying/Inspection $ 150.00 hour SODS AND BASE MATERIMS UNIT RATE' UNIT Moisture/Density Curve Standard Proctor ASTM 0 698 $ 300.00 each Modified Proctor ASTM 0 1557/AASHTO T180 $ 300.00 each Checkpoint $ 130.00 each California Impact,CT 216 $ 300.00 each Rock Correction for Unit Weight,ASTM 04718 $ 100.00 each Sieve Analysis Bulk Sample Gradation,ASTM C 136/LT202 $ 240.00 each Material Finer than 11200 Sieve,ASTM C 117 $ 210.00 each Soil Mechanics Soil Classification,ASTM 0 2487 $ 350.00 each "R"Value,ASTM D 2844/CT 301 $ 400.00 each Plasticity Index(Atterburg Limits),ASTM 0 4318/CT 204 $ 275.00 each Sand Equivalent,ASTM D 2419/CT 217 5 130.00 each Compression,Cement Treated Base(Including Preparation),CT 312 $ 170.00 each Particle Size Analysis ASTM O 422 Hydrometer Minus e200 $ 220.00 each Sieve Analysis/Hydrometer $ 320.00 each AGGREGATES UNIT RATE' UNIT Sieve Analysis Bulk Sample Gradation(coarse or line),ASTM C 136 $ 210.00 each Material Finer than#200 Sieve,ASTM C 117 $ 180.00 each Bulk Sample Gradation,CT202 $ 210.00 each Specific Gravity(coarse),ASTM C 127/CT 206 $ 120.00 each Specific Gravity(fine),ASTM C 128/CT 207 $ 150.00 each Rased ea standard turnaround times. 1 0l 5 Rush tests are an additional 50%. (IIId 1 CONSOLIDATED ENGINEERING Absorption,Sand or Gravel,ASTM C 127/ASTM C 140 $ 10000 each Organic Impurities in Concrete Sand,ASTM C 88 $ 120.00 each LA.Rattler,ASTM C1.31 or C 535/Cal 211 $ 330.00 each Sulfate Soundness(per sieve),ASTM C 88 $ 150.00 each Unit Weight of Aggregates,ASTM C 29 $ 100.00 each Hardness,ASTM D 1865 $ 120.00 each Crushed Particles,CT 205 $ 250.00 each Cleanness Value,CT 227 $ 150.00 each Durability ASTM D 3744/CT 229 $ 120.00 each Moisture Content of Aggregate ASTM C 29 $ 75.00 each ASPHALTIC CONCRETE UNIT RATE' UNIT Hveem Compaction(Including sample preparation),CT 366,per point $ 150.00 each Hveem Compaction(premixed sample),CT 304,per point $ 150.00 each Stabilometer Value,CT 366,per point $ 150.00 each Hveem Stabliometer Value per Point ASTM 01560 $ 85.00 each Bitumen Content(extraction),ASTM D 2172 $ 200.00 each Bitumen Content(extraction),CT 310/Cal 382 ignition Furnace $ 200.00 each Gradation of Extracted Sample,ASTM C 136/CT 202 $ 180.00 each Unit Weight of Compacted Asphaltic Concrete,ASTM I)2726/CT 308 $ 60.00 each Unit Weight of Compacted Asphaltic Concrete,(Paraffin Coated)ASTM 0 1188 $ 90.00 each Marshall Compaction(including sample preparation),set of 3,ASTM D 6926 $ 400.00 each Marshall Compaction(premixed sample),set of 3,ASTM 0 6926 $ 350.00 each Marshall Flow and Stability,per point,ASTM 0 6927 $ 85.00 each Maximum Theoretical Specific Gravity(Rice Gravity),ASTM D 2041 $ 200.00 each Swell of Bituminous Mixtures,CT 304/305 $ 225.00 each ASPHALTIC CEMENT UNIT RAW UNIT Penetration of Bituminous Materials at 77'F,ASTM DS/AASHTO T49 $ 71.00 each Penetration of Bituminous Materials at 32'F to 158'F,ASTM D 5/AASHTO 749 $ 105.00 each Kinematic Viscosity of Asphalt,ASTM 0 2170/AASHTO T201 $ 170.00 each Absolute Viscosity of Asphalt,ASTM 172170/AASHTO 1201 $ 170.00 each Viscosity(Asphalt Institute Method) $ 195.00 each Rolling Thin Film Test,ASTM 2872/Cal 346/AASHTO T240 $ 180.00 each Residue by Evaporation,ASTM 0244/AASHTO T59 $ 220.00 each Extraction and Recovery,ASTM D2172/ASTM D 1856 $ 850.00 each GEO1EXTR.E FABRIC UNIT RATE' UNIT Tensile Strength by Grab Method $ 370.00 each Puncture Resistance,Index,ASTM 0 4833 $ 254.00 each Trapezoidal Tear $ 281.00 each Mass Per Unit Area,ASTM 0 3776 5 188.00 each Simulated Asphalt Retention,ASTM 0 4830 $ 463.00 each Unit Weight Analysis,ASTM 5 2329 $ 39.00 each Ply Count and Void Analysis,ASTM 0 2329 $ 110.00 each CEMENT UNIT RATE' UNIT Storage of Grab Sample,60 days $ 22.00 each Cement Content of Hardened Concrete,ASTM C 1084 $ 2,460.00 each 'sued on standard turnaround times. 2 of S Rush tests are an additional 50%. (11111 CONSOLIDATED ENGINEERING L A n O R Al 0 0 I E 8 CONCRETE UNIT RATE" UNIT Concrete Mix Design Review $ 250.00 each Trial Batches,Prepared in Laboratory $ 1,100.00 each Shrinkage,set of 3,ASTM C157,CT 530 5 400.00 each Compression,6)(12 Cylinders,ASTM C 39,CT 521 S 40.00 each Compression 4x8 Cylinders ASTM C 39 $ 35.00 each Compression,Core(including end preparation),ASTM C 42 $ 90.00 each Compression,3X6 Cylinders Lightweight insulating Concrete,ASTM C 495 $ 35.00 each Compression,2X2 Cubes,each age,ASTM C 109 $ 65.00 each Epoxy Grout 2x2 Cube Compression ASTM C 579 $ 65.00 each Molds,6X12 Concrete No Charge Cylinders,Stored 60 days(hold cylinders) $ 40.00 each Splitting Tensile,6X12 Cylinders,ASTM C 496 $ 75.00 each Unit Weight of Concrete Cylinders,ASTM C 567 $ 80.00 each Unit Weight of Lightweight insulating Concrete,ASTM C 495 $ 60.00 each Compression Test of Ughtwelght Insulating Concrete,ASTM C 495 $ 40.00 each Flexural Strength of Concrete,ASTM C 78 or C 495 $ 250.00 each Shotcrete Pre-Production Panel Test,Up to 12'Thick $ 1,000.00 each Shotcrete Pre-Production Panel Test,12"to 24"Thick $ 1,500.00 each Shotcrete Panel,Up to 4 Cores(Including compression),ASTM C42 $ 320.00 each Shotcrete Panel Core Compression Test,ASTM C 42 $ 120.00 each Chloride Ion Content,AASHTO T260 $ 140.00 each Emission of Moisture through Concrete $ 100.00 each GFRC PANEL TEST UNIT RATE* UNIT Flexural Testing,per P.C.]Recommended Practice $ 71.00 each Pullout Testing of Anchors,per P.C.I.Recommended Practice $ 116.00 each Fiberwrap Testing(ASTM 03039) $ 610.00 set REINFORCING STEEL-ASTM A 61S UNIT RATE* UNIT Tensile Strength and Bend Test Samples,Sire#3-#10 $ 100.00 each Samples,Size#11 $ 140.00 each Samples,Size/14 $ 350.00 each Samples,Size#18(Full Section) $ 550.00 each PRESTRE ING STEEL-ASTM A 416 UNIT RATE* UNIT Uncoated 7 Wire Strand,1/4"to 1/2" Yield Strength,Breaking Strength,and Elongation(Note:for Vinyl Coated Strands, $ 300.00 each (add$45.00 per test;for Modulus of Elasticity,add$45.00 per test) Breaking Strength Only $ 195.00 each MASONRY UNIT RATE* UNIT Concrete Blocks Compression,Gross Area,ASTM C 140 $ 110.00 each Compression,Gross Area,Unusual Shape,ASTM C 67 $ 110.00 each Compression,Net Area,ASTM C 140 $ 85.00 each Absorption and Moisture,ASTM C 140 $ 135.00 each Linear Shrinkage.ASTM C 426 $ 250,00 each Dimensional Measurement of Masonry Units ASTM C 140 $ 65.00 each Bricks Absorption,with saturation Coefficient,ASTM C 67 $ 110.00 each Compression,ASTM C 67 $ 85.00 each Baud on standard turnaround dines. 3 ors Ruth tens are an additional 50%. CONSOLIDATED ENGINEERING a A 9 0 R A T O R ES Modulus of Rupture,ASTM C 67 $ 40.00 each Compression,Grout Prisms,ASTM C 39 $ 42.00 each Compression,Mortar Cylinders,ASTM C 39 $ 42.00 each Compression,Composite Prisms,ASTM C 1314 $ 175.00 each Compression,Masonry Core,ASTM C 140 $ 75.00 each Shear,Masonry Core,CCR Title 24 $ 100.00 each Mortar Molds,ASTM C 470 NO Charge STRUCTURAL STEEL(mild steel not over one inch thidt) UNIT RATE' UNIT Tensile Strength,ASTM A 370(test only) Samples,Under 14/2 square inch in cross section $ 125.00 each Samples,1-1/2 square inch and over in cross section $ 175.00 each Chemical Analysis $ 110.00 each Bending 5 85.00 each Anchor Bolts,ASTM F1554,tensile $ 200.00 each High Strength Bolts,Nuts,and Washers,ASTM A 325,A 490,A 449 Bolt Assembly Test $ 260.00 each Bolts Proof Load or Ultimate $ 110.00 each Nuts Proof Load $ 60.00 each Hardness(Rockwell) S 30.00 each WEWMENT TESTING(mid steel not over one Inch thick) UNIT RATE UNIT Transverse Tensile 5 120.00 each Transverse Side Bend 5 80.00 each Transverse Root and Face Bend $ 80.00 each Macroetch 5 80.00 each 0.505"Tensile Specimen $ 125.00 each Charpy)I-Notch Specimen Quotation on Request Preparation of WPS,PCti1,or Welder Certificate $ 125.00 each NONDESTRUCTIVE TESTING UNIT RATE UNIT Radiography Radiographic Testing-Weld Procedure Qualification(physical testing not included) 5 550.00 each Consultation $ 130.00 hour One-Person Crew upon quote hour Film $ 20.00 ea Level Ill(ASNT)NDT Testing Magnetic particle,Dye Penetrant,Ultra Sonic $ 130.00 hour CORING SERVICES UNIT RATE UNIT Coring Machine Operator 5 130.00 hour Helper(add per hour) $ 70.00 hour Diamond Drill Bit Charges,per inch to 5" 5 8.00 inch Diamond Drill Bit Charges,per inch 6"and over Quotation on Request ROOFING UNIT RATE' UNIT ply Count and Asphalt by Difference,ASTM D 2829 5 200.00 each Weight Analysis,ASTM D 2829 $ 75.00 each FIREPROOFING UNIT RATE' UNIT Density of Sprayed on Fireproofing,ASTM E 605/UBC 43-8 $ 75.00 each Cohesion/Adhesion,ASTM E 736 $ 50.00 each FIRE/UFE SAFETY SYSTEMS UNIT RATE* UNIT Fire/Ufe Safety Systems Inspection $ 110.00 hour Mechanical Engineer S 245.00 hour Staff Engineer $ 180.00 hour Final Affidavit(Request 6 Working Days Advance Notice) Quotation on Request •Rased on standard turnaround times. 4 05 Rush tests tie an addItlonal 50%. CONSOLIDATED ENGINEERING I. ARO Ft A 1 0 site A SPECIALTY GEOTECHNICAL TESTING UNIT RATE UNIT Sieve Analysis,Minus$200 by Wash ASTM D1140 49.00 each Consolidation(ASTM 02435,D4546) 180.00 each Time-Consolidation(ASTM 02435) 80.00 each Collapse/Swell(ASTM 04546) 95.00 each Unconfined Compressive Strength(ASTM 02166) $ uo.00 each Direct Shear(3 pt.) $ 1,000.00 each California Bearing Ratio,3 pt.(ASTM 01883) $ 250.00 each California Bearing Ratio,3 pt.(ASTM 01883) $ 600.00 each Water Soluble Sulfate 56.00 each pH(ASTM 04972) 5 75.00 each Lab Resistivity 5 93.00 each MISCELIANEOUS TESTS*INSPECTIONS UNIT RATE UNIT Calibration of Hydraulic Rams $ 250.00 each Universal Testing Machine with Technician S 275.00 hour Matron Testing Machine with Technician S 250.00 hour Windsor Test Probes Quotation on Request Weld Procedure Review $ 250.00 each Expert Witness $ 3,000.00 day Laboratory Technidan $ 110.00 hour BASIS OF CHARGES UNIT RATE UNIT The proposed unit rates will be in effect through December 31,2017. Thereafter,the unit rates ore subject to an annual increase of four percent(4%)per year to mitigate the annual operating cost increases, Work Over 8 Hours Per Day Time and One-Half Work Over 12 Hours,Monday through Friday Double Time Work on Saturdays Time and One-Half Work Over 8 Hours on Saturday Double Time Work on Sundays/Holidays Double Time Swing or Graveyard Shift Premium S 10.00 hour Work from 0 to 4 Hours 4-Hour Minimum Billing Work from 4 to 8 Hours 8-Hour Minimum Billing Show-Up Time 2-Hour Minimum Billing Sample Pick-Up 50.00 trip Premium Sample Pick-Up(after 4 PM,before 5 AM,Weekends and Holidays) 2 x Sample Pick-Up Rate Laboratory Testing-Rush Fee Add 50%to Testing Cost Final Affidavit per each Applicable Permit(Request 6 working days in advance) $ 400.00 each DSA Interim Verified Reports 5 150.00 each Project Engineering and Management 5%of Fees Reimbursebles Cost+15% 0/4/QC Plan Written Procedures Quotation on Request Out of Area Services(Beyond 40-Mile Radius) As Listed Below. Travel Time Basic Hourly Rate Mileage $ 0.60 mile Per-diem,Including Lodging 5 90.00 day Based on standard turnaround times. S of S Rush tests are an toddklonal 50%. REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31,2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director,or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailing Wage Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following,the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773,the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s)shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. Ifl 111, hi - l f 11 '' ! .' !! k .- I I I i ' 1 " 11111 u ' � . I„ • I I I ! !! I�+I i I _ 1„ ! ' ' � -! 1 ' '. PIIPI . i:.1.P IIi.,i ihl Iil ' ! r!--F,:::;•!!'1:!, l' '•: I ,'iI. ! -.! ,.!`. , q,1 r IP ! �� ' ' { -1.� u�'�� ; 11 ill!1 �,I.,`. ..'''i N I 1 I 1�1!���1/ ,~4�- I fl II. fl c i 1 ' CON$OL1QAlrFtlie laJtj=•:_. ;..;. /, I L A a a R .A'• 1:rh.p :,H 'r,::<�,,1 IGu11,O�:'' • 1 1 ! ! 11 11 •1:,!a 1 1 1! Uy11iy 1 :1 P i 1 4 I r :. '..'1::., ii i. .i1:3 II r 1 lJ 1 I I'•..1;�.:i• I ... u � 1 P Iblic contract C IS 1,! ,111131' I. I II,PI N I j�1 � 9 I 1 I *«'tPRiME RRLPQgi A,MD�JRCONSiLTANTS i1 1�$T� U S RT SINE.D � IP J 1 a P I ' r l °: r 1 ! : . i p!lB 1G CP!TRA, T cQD. STATMENT>c I ' ' ': 1i11l III 111 �;1! ! ; ''!1 1h � 1 i 1t,Il t , - I P I!;I1 Public,criontcact c;'d+? $ecti!lon 1..'42�5.11 5,t,0't, rrtent , ►m.accdf,; nce•'w!tt,Puoiic Contract•Code'Section••:G285.:"(C#�apte-r37 .Slats, 1983',;the piePos,Ar hereby•deelaies urd'er : pe�a7tyof1 � uer the!a!k of the State of California that the ropASer l , 1 h� .as {markvnej 6 u•1 r sl ;t I�:iP j been convicted w thin the preceding three years of.an,y-offenses-reeerred to•in that section,Including any charge of'ra>jd; ,ii ,,, b•ii,7ery,coilusion,.conspiracy,yr .•ariy•e'throer.act i r vi0I4ition bf:anry..-sate or F'ederalHaetix•ust•lauu i connection witty"the bidding, • '.upon,ward of,cr pe?rfornrance of,any pubiit ,Yorks-c-ontract,a,5 d'efined'in,Public Contract Code Section'14171';"with•erry Q,tlbi'ic 11 i!I II, I.1111 t ty, at yJnive The term iee t daig tine Fte$ents.;of�the''Wniver s ty of C tfornla"er•the Trustees of• � Hale P II{ !p:!;��; •rll !�� �tlty,�s'rrn a State Penidil s Thy Cede�t�aF i r+staod' of 1v to imdudeny'piGner,•!member,oficer,dfie ,. +:111,,.0 tfi' office gin e -- responrafb�e mansEoyee t.tereofi;as referred to •Section 1C'285.1. flh it eon�b'The proaq ermas p r� '1 i ... i i! iii ,A�It nt'i.•pa,rtgf;th P apeea1 Sig ing•this.Pte al'�gnthe.$igratLKeport!on'thereef;han'•alo'consv� ed ;ig.i t�9v�p' ! M must lac a check mark attar"has or"has not"im one of�ths'bl'amk spaces p+'Q ll ! '�' �tAt�rite', fikwte s,gntwte pf!tfiis 4-11I:a I i 5tateme,nt.Proposers a re,cwtiphed'1'that rnakiefta 1k'p z+fificat!or may srubioert tire eectlf er to rtili inal?ra�secut on• P 111111111,11111111' I ���i , i ! 1 ',I I Ills I !! I i!ll ,i C I 1' ra,lr 71 I 1 , I i i„ ,Ira 1 1, 1 , z 1 il I�' .: ,.,1,' 11 l :.C� 9. ;„�.S,'); ?Y _ ` � � i 4 ii 11 i , 111 !;111 ',' ` I I , .,.,1,1.',.,1 ',,',,10'.; 11,11111 � . „ I , ,, I I I = ; � ', FS� E IIil '' 1 �l , I I; I. ,I• Cr,• r .ii C'� �. 'pp 1 OZ32 State �n i:".4tlA1Rm 1 II• ;.• :I I rpp i .,a; ; , 1 I i= . ii l • � I' , .•�:i1„I rl q � .,,:• 1• : :, i ,.i,;.I ;1.fI E �::�l� S 1 il i '' i - : ''„k..,!di .,1i:lit h:1•'1 i'' 'I(,I '��9:-;I:r. :I,I r”•1,1 Si 'I..•i .� .,I 'Y:. i nra.ii1,i • l : 1., i:'.L:• •,r , I I :4i' i i 11, i:!! ',.1.1,,',.'41,,:l „4r„.i IiC∎l :1! ,: .. pr'' I ,T. 1 1 ,. '1,1,:11',,,,,i.11 Ihl I I I r 1 1 ,,� :''+; Hla"Aceor�rce With:Pubic'Cti�ract Cede,Seetian-1Q232 the PtOF{3SE nere�y'states under Penalty ry o;3 ore thenn one finai'urtap,peaiable'f ding of cortternpt of. court,fay:a�federal cuc t 1�' II � fiFrax F , ,sw >f rohep kh' girder of a eder�c{ldurt which wn I , r, �4 y - year.period:because of ' ,,4 ,i l 1, '.the PROt�R S.failure to rp orders the PROPOSER to ` t irinprly with an order`of the N t Ofal:i.Ubor:ReIlations•8oacd. " t I 1I r'1:1 �ppY !Il'lli a1 :F:( I i i Ilil i 1:: V II ii' 1R�� 1, r,, tl K: i 1 1” v t m and 'uesttCNit7airQ'ar.e 'art'c1'fthePra ab:'S'' min t'',liisf'rvgos0ionthie gT�atkl constitute fi $ I'aiSo c titute st nature o'f this State estionttalire. Proposers � IQ � pA IpCe e a e >` s rp portion' er sh' dent a�1d City ii ! I s iIt 1, :Ore e �Tp ned� te' �t ra klr a fa se ce F;t I I� 1p n�m�y sub3 e ft the e cY � ' 1 fie r•to Crlmrnal,•pros ed utin n - iii ii I�f i � 'i ii 1, 1� 6y m� �I�naturon this ro p�5bb I rtafy, under enact y af peejwry under't hStd to of f•, _i • Ikf I i foregoing itfi4rnl that n a're'and staternents of the'Public Ccntvtt:Cod' Settion610I62, 5 '''''''''!1'1,!,'^'11 I]z3 'and 10 2a e e adreitand that the proposer s r h as c4mpl9ed nith the re q ufrents of a r'Sctiof 8 1p3'ofi the Fr;Employmen and' iousin Commission Re u'ftion5(Chapter S;Ti'tl'e 2 of i }'By my signatu re on this proposa I [•fu r't''her certify, under penalty of : I '1• 1•1• is C�i�Pgfr+i�u��1rn,Ir1, trarkve'Cv�ie-, per,w+',y ur+Piier,'the'laws, 'f"the State ofCaii'fornia and the United:States of.America,that•the Noricollusion ' {fid lt'r'egOred under'fit}e 23 t1'nitecf States Code,Section '1'1'2 an :P,ublic Contract Code Section 7106; II , � IrI1 �, If ni t111�1iTitpte:4•p-Code of Federal•Regulations; Part 29•;Reliarm•ent and Suspensidn'Certifi,catierl are true I d cprI re"et I Ii11,1,':',1: .. ' ' i i it ' J1 ' " Ipp1 I 1 i � . I ff l I III ,' ll V � Ir f] E ,., 1, i i 1 � + :: 1 i l 1 ' 1 1, ; 'I ,.1.,::11, • . 1-ri";ii 1 1:'s. : . 1 ! .: .. . ' . .. . � .." ; ' 1,111;','!1, j 1 H..:11;•:',.•;1.1:71.:.... l' " 'ii :iii.iii '.1'i.:.' :,� ! i , ' ' I 1 I I i r j n r! I ,;, s iii .: : ,a Ii: r ,.... • � � r H ^1y 1$ 7016 lF.l). 1�E�r\ \ `,J 1 I, 11, ,. ,1C " )'Y 1 t1'1HC. 1' 'P'11� : ' , , r,i I) 1 S1Ri' '' ri,4� ;1.1• 1!i .:1:,1, :f:'; ; I { ..,V 1,1 1 i•I,. .t1,' +' i�: �1i'„ I. .. r r1, " °•'"' 1;::1:'11 'L II ' iC y 'I` , ;Cal Dickerman,Senior Project'lManaeer, :i.,1!,,',111;';',1 i 1; 1' '.1-.1.11,-.1' l ' :.i1. ,i ' 1' ' 'ir''af',41 y1:1. ::i.. o'` °`! :d:III r 11111 '';' ;i' .I 'N•4 ' ; b!) 1Ti.F+':) ;; t: Iu ... .,, l:i ..,. '1rIl, :1'...11:20171,�" € •1 ..;; , u': : 1 1Q ! iI1 ji1 ,,I ii 1:;ii :r: ...!•;.1::::-:'1 01 ,i,I i l 1- r :l °• . i, ` .co afi .. . "i:i ji !! ?• �� � 6I , :11 nsalidted Labaratorios 1l h I i i''1r,:ii � 1; ,. ' p ' 11".'I u 'i ,.I i ,:,!i cj,J k1'1A N \P_ i H'.) t iFri 1' I ,1,,,:: .,l,.::1 :: ..,..1.;1;:1,1-.: '• • , I , , {(! 1 'i r_ a . E1 w , I '' :;;:1,.0. ,.:l; I1.I • ' ,1Eti .a;1.ij •„ 1il 1, ;1 ' i:? : I �,y.1 "11 I ,I „i r ,„ • ; I ;, ,ilio :I ..,': �'.. n,,I,,1.7in.rl1. :. ; :: �iil.!':: GrowCan an ?pad Suit _Q an Fmon,CA 9C583 u' ' •:ia:i' : I !I `Ia :II.+,'ip ,I t.: )At6„Ah,`I'.11')1);j};tti} Ij ' ®1I • •' 'i:', i:l''”'f . ii.i i ii 1 :d: ' ,. .. ; I I ,•,'',1',1.:;:"I''''''''''' !i1 l • r`11,1 Vi , WIp: i,.' . -"I'11::•:.1...:1;.:1!!:!::;;!.:.:.'''i - '.i:I I: n � i, .Z i; : :Ii :i i I 1 ,',,I.,"''A I ; Fe n Y wlm V mt iii uw s. � y t DUBLIN.: r?r> f:;i.II}II flII 1 1iiiii ii iiit., „A., _t1�k 1. . � k I,44/.; ,'Iii"-- n7 c + ! c:'i2,.. ..6*,N's 'I I`1, h.1'.111E11 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND ENGEO INCORPORATED This Agreement is made and entered into between the City of Dublin("City")and ENGEO Incorporated ("Consultant") as of July 1,2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2019,and Consultant shall complete the work described in Exhibit A as assigned by Task Order 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 conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal,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. 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. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; • The beginning and ending dates of the billing period; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or Quarter hours o If this Contract covers multiple projects,all hours must also be logged by project assignment o A brief description of the work,and each reimbursable expense • 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; • 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 indude an estimate of the time necessary to complete the work described in Exhibit A; • The Consultants 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below,and shall not exceed ($3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 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 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. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed,or allowed to lapse without at least thirty(30)days'prior written notice to City of such cancellation,change,or lapse. 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 altemative,Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer, if insurance is provided,or the Consultant, if a program of self- insurance is provided,shall waive all rights of subrogation against the City and its officers,officials, employees,and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant,at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00)per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury,including death resulting therefrom,and damage to property resulting from activities contemplated under this Agreement,including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 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 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 Liability Insurance. Consultant,at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided,canceled by either party,reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail,return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement,Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense,any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to indude with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work.Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 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. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced,limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may,at its sole option exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultants 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. To the maximum extent allowed by law,Consultant shall indemnify, keep and save harmless the City,and City Councilmembers,officers, agents and employees against any and all suits,claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred,in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions,suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith;and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall,at its expense,satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to,and shall not in any way be limited by,the insurance obligations contained in this Agreement. 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. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however,otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state,or federal policy, rule, regulation,law,or ordinance to the contrary, Consultant and any of its employees,agents,and subcontractors providing services under this Agreement shall not qualify for or become entitled to,and hereby agree to waive any and all claims to,any compensation, benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System(PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing,Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity,Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees,agents,and any subcontractors have all licenses, permits,qualifications,and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees,agents,any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing,Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and 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 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software,video and audio tapes,and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience,and specialized personal knowledge. Moreover,a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement,City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports,design documents,and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models,charts, studies,surveys, photographs,memoranda, plans,studies,specifications, records,files,or any other documents or materials,in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that,until final approval by City,all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,books of account, invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit,and/or copying at any time during regular business hours,upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor,at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys'Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a "conflict of interest,"as that term is defined in the Political Reform Act,codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve(12) months, an employee,agent,appointee,or official of the City. If Consultant was an employee,agent, appointee,or official of the City in the previous twelve months,Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 ef.seq.,the entire Agreement is void and Consultant will not be 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. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission(FPPC)Form 700:Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html. 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 the City Manager("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: ENGEO Inc. Josef Tootle, Principal 2010 Crow Canyon Place,Ste.250 San Ramon,CA 94583 Any written notice to City shall be sent to: The City of Dublin Attn:Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Integration. This Agreement, including Exhibits A, B and C, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations,or agreements,either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the day of ,20_ CITY OF DUBLIN CONSULTANT Christopher L. Foss,City Manager Josef Tootle, Principal Attest: Caroline Soto,City Clerk Approved as to Form: John Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Construction Inspection and Materials Testing Services Services may include construction inspection of Capital Improvement Program projects and/or improvements associated with private land development; Special Inspection (Concrete Placement, ACI or ICC, Electrical, Mechanical, Welding, Rebar, Conduit, Cables, etc.), and Public Works Inspection. Special Inspection firms shall be on the City of Dublin's Building Department's "Recognized Special Inspection & Testing Agency" list. Materials testing services may include Field and Laboratory Compaction Testing using Caltrans and ASTM methods, asphalt or concrete batch plant inspection. In addition, Consultant may be asked to perform other tasks as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE GEU'I'ECHNICAI. 4 ENVIRONMENTAL GEO x WATER RESOURCES CONSTRUCTION SERVICES ,(Rrt:r:1I r:(,Ik rtr,r: PREFERRED CLIENT FEE SCHEDULE PROFESSIONAL SERVICES Effective April 2016 President S305.00 per hour Principal Engineer/Geologist $250.00 per hour Associate Engineer/Geologist $225.00 per hour Senior Engineer/Geologist $200.00 per hour Project Engineer/Geologist/Manager S180.00 per hour Environmental Scientist $175.00 per hour Staff Engineer/Geologist 5160.00 per hour Assistant Engineer S135.00 per hour Construction Services Manager S158.00 per hour Senior Field Representative II S143.00 per hour*/** Senior Field Representative I $128.00 per hour*/** Field Representative S118.00 per hour*/*' Environmental Technician $125.00 per hour*/** Senior Laboratory Technician S145.00 per hour Laboratory Technician S130.00 per hour CAD/GIS Specialist $128.00 per hour Network Administrator S195.00 per hour Project Assistant S113.00 per hour • Two-hour minimum portal to portal.Travel time,pick-up and delivery will be billed based on normal hourly rtes,pawl to portal. * OVERTIME RATIO:Rates increased by factor of 13 for all hours worked in excess of eight(8)Monday through Friday,and the first eight(8)lours waked on Saturday.Rates increased by factor of 2.0 kr all hours worked in excess of twelve(12)Malay through Friday, all hours wort cd in excels of eight(8)on Saturday and all hours worked on Sunday and holidays **For Prevailing Wage projects,increase the hourly rate by 515. *'Rates increased by factor of 1.25 for eight shift hours(hours commencing after 4:00 p.m.or before 4:00 am.);rates increased by factor of 1.875(an additional factor of 13)for all night shift hours in excess of eight(8). Deposition, Mediation, Arbitration, or Court Appearance: $2,000.00 half day, $4,000.00 full day EQUIPMENT AND MATERIALS CHARGES I)exrihtion ('o.t t'er I.nit IS) knit Air Content Meter 7.00 hour Bailers(Disposable) 8.00 each Concrete Crack Monitor 20.00 each Coring Machine 25.00 hour Electronic Water Level Indicator 5.00 hour Engineering Analysis Software 20.00 hour Equipment Transport(a) 100.00 hour Exploration Equipment(Percussion Penetrometer) 50.00 hour Floor Flatness/Floor Level Equipment 20.00 hour Generator 15.00 hour GIS Website Portal Maintenance 100.00 month GPS Hand Held(Garmin) 5,00 hour GPS Survey Grade(Trimble) 90.00 hour Hand Auger and Soil Sampler 15.00 hour Hydraulic Pull-Test Equipment 15.00 hour Interface Probe 2.00 hour Magnetic Particle Test Equipment 8.00 hour Moisture Content Teat Equipment 6.00 hour Multi-Parameter Water Meter 15.00 hour pH Meter/Turbidity Meter 10.00 hour Photo Ionization Detector 15.00 hour R Meter(Pachometer) 15.00 hour Sampling Tubes 10.00 each Sand Cone Equipment and Material 5.00 hour Schmidt Hammer 20.00 hour Skidmore Wilhelm Bolt Tension Calib. 10.00 hour Slope Inclinometer/Settlement Indicator/VW Readout 50.00 hour Torque Wrench 12.00 hour Transfer Pump 3.00 hour Ultrasonic Equipment 25.00 hour Vapor Emission Test Kit 25.00 kit Vector Conversion 60.00 conversion Vehicle,mileage,nuclear gauge,misc.equipment,wireless communication 22.00 hour Vehicle,mileage,misc.equipment,wireless communication 13.00 hour Water Sampling Pumps 20.00 hour Bridge Toll actual actual Mileage .78 mile Parking actual actual Trailer 15.00 hour AutoCAD,Terrsmodel,GIS,Drone 20.00 hour Photocopies Black&White 0.25 each Photocopies Color I1 x 17 1.50 each Photocopies Color 8i4 x 11 1.00 each Plot-Black&White 3.00 square foot Plot-Color 4,00 square foot Postage actual actual Scan-Black&White 1.50 each Scan-Color 3.75 each Telephone 0.50 minute April 1.2016 www.engm.com REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31,2017. Consultant may submit a new rate schedule which shall not exceed 3%,and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director, or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailing Wage Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following, the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773, the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s)shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work,as defined in this chapter, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. EXHIBIT C Public Contract Code ***PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*** Public Contract Code Section 10285.1 Statement In accordance with Public Contract Code Section 10285.1(Chapter 376,Stats.1985),the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has_,has not X (mark one) been convicted within the preceding three years of any offenses referred to in that section,including any charge of fraud, bribery,collusion,conspiracy,or any other act in violation of any state or Federal antitrust law in connection with the bidding upon,award of,or performance of,any public works contract,as defined in Public Contract Code Section 1101,with any public entity,as defined in Public Contract Code Section 1100,including the Regents of the University of California or the Trustees of the California State University.The term"proposer"is understood to include any partner,member,officer,director, responsible managing officer,or responsible managing employee thereof,as referred to in Section 10285.1. Note: The proposer must place a check mark after"has"or"has not"in one of the blank spaces provided.The above Statement is part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Public Contract Code Section 10162 Questionnaire In accordance with Public Contract Code Section 10162,the Proposer shall complete,under penalty of perjury,the following questionnaire: Has the proposer,any officer of the proposer,or any employee of the proposer who has a proprietary interest in the proposer, ever been disqualified,removed,or otherwise prevented from bidding on,or completing a federal,state,or local government project because of a violation of law or a safety regulation? 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Ili r', I f i I II��I L I Code Section 1.0232 . d�nc�e;lvyith'Publi!c the PROPOSER, thatrnve mtiing1�am' tl� ry stairs wrtat�r pnty 1 !�Iii' 11�atr �� t3l? ,I per ur�t,th lgriai'una eatable pt•ofl court klyy a' ede#al. o I I I h1Jt ilea Ii$sue.d0, 'ainst the Pft 1POSEit-withiii"the irnrnediately'preceding-two year periuebecau a of. th P Q Ft s ta1liu 't � �' SlT a r�to �htarnply,vrr�'thl Art order of"a federal c'awrt witirah orders the PROPOSER to i ,l 1 plf .•witty an order a•Natll n 1'Labor Relations BBoard•It i 11 i i i I I l ' I I qq {ggg ) I I ll I 1`i!.I Il i I l 1, I 1 1 I ) 11,31�� �11 i I ! 1,l , I 1, I ! , { I I Ili !! �I. i I _ Qt> Thy a, I" I IIS m:tci o ' 1 trt an 'Q sfia itta�re are f tiith SCatelvxem t ming tfii Prb{z tlgii the I po ion•th „ la II 1 I 1 I II e {t � t,amri'IQuesti�r ;•: i � �l1AI re,.�'Ti'�il�lW1'�fCfS ' feof's�lia�il ao'>onSttttrute 91, 11rd'tIJ 1 1 1II: a false certi1�rca1 l�,ll '�I ! re c� i dfMae n1a#�irrg Jfi7n ar,� ubiest the-se��iRer�•t�s cri�i'ziad'I���''�p��'�'PA/y t 1,';'a! 111 11, I. . II, ,•• I,I. �1'� • ! i:: JI IP By'• y tore on,this proposal I certify, under'perralty'of perjury t er the ids of t'he.State of•., , kl !!i r na at the foregoing questionnaire and Statecnents of the Pu'bi"rc Corttract Code Sections 10162;• • �I Ii1. I � r11a th ,.!Ii: 1L32 Ind 1�2 ,l,>ar+�true andlCorr�ect anci.��'that the proposer has eorr��i'sed,wi�tEtIth¢req'�uiret'nentsof. :�� 5€ tipfl ,1, ,,3'of'the Fair Ernploynien't and Housing•Cor nniiss'ion"Regulations.(Chapter 5,Title 2 of the California,gdtninislt rtiNi e Cdde,p'•By my signature on this prapps ]I''feirther'certify; under p,ena,fty of peri+ under w of'the State of California'andt#ie Unit!Yd,States of'Amerrca, that-the Noncv� ision' ' J {l'' the ftai . l! d'under Title 23:United:States Code, Section 1'1'2'and !.� �''i �l��davtit,require' 1 riilc 1..orltr' 't Code Section 7106; dth,Il Title.49'Code of:Feder'ad Regulations, Raft 29,Rebarrnent'and'SuSpension Certification are true Iarrci''co,lrrect.• r . t .. . ••• W I • •rn, : : : "' 1,.; !,. •i' :1l 1 , '' l.1,1 � 1. il1it: ':I i I fr 1 I : .i, •1 j 1, ' 1.• '1��'::::-.1.1.' i .. I i;• 'I' .,i ,',,: '��,� I I .. 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E'ii:iiE'r�'' '.it ••Iii:I.:; '.j r.,t.:I!111. +„ 1.111.iii � 1,111,11.11.!!1 lln I .I:1.1.1.1.:I.. .1., ... .. i1. , .u..11.11..... 11,.,i::1.1. 1.1.. ... 1.:11.1 t !" , II 1.:.I�::.'ij ..1.1..11.. ! : I• �.,!I i1. :.,..I :. a 1.1.1.1..., i I l.l: " :d I 11111: ,f(;1, 'a.11,ln•Il ' .I` Ili. •11ii. iii' '!1.:1'i1iP11:'I .•I:: 1,111,•�_::. i 1 i� ttl:t.•1:•o:: '•ilr lj.!L ili ii' :i1. L:.i;.¢::iiE:�l:aj;;!::IL, •, .ill, is 1,. r1,. i, 1.,i •n••` '{I ..II:l 1, '!iIl .,'1 ? ! 1111 I , I�! 1. I + I • 11:1.1 I III lit B a l`• 1111: CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND GEOCON CONSULTANTS INC. This Agreement is made and entered into between the City of Dublin ("City")and GEOCON Consultants Inc. ("Consultant")as of July 1,2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2019,and Consultant shall complete the work described in Exhibit A as assigned by Task Order 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 conformance with standards of quality normally observed by a person practicing in Consultants profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons,Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, 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. 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. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; • The beginning and ending dates of the billing period; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects,all hours must also be logged by project assignment o A brief description of the work,and each reimbursable expense • 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; • 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below,and shall not exceed ($3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 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 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. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed,or allowed to lapse without at least thirty(30)days'prior written notice to City of such cancellation,change,or lapse. 4.1 Workers'Compensation. Consultant shall,at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative,Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer,if insurance is provided,or the Consultant, if a program of self- insurance is provided,shall waive all rights of subrogation against the City and its officers,officials, employees,and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant,at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00)per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury,including death resulting therefrom,and damage to property resulting from activities contemplated under this Agreement,including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 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 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 Liability Insurance. Consultant,at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided,canceled by either party,reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail,return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement,Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense,any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement.] 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work.Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 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. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced,limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may,at its sole option exercise any of the following remedies,which 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. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City,and City Councilmembers,officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions,suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith;and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall,at its expense,satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to,and shall not in any way be limited by,the insurance obligations contained in this Agreement. 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. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;however,otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state,or federal policy, rule, regulation,law,or ordinance to the contrary,Consultant and any of its employees,agents,and subcontractors providing services under this Agreement shall not qualify for or become entitled to,and hereby agree to waive any and all claims to,any compensation,benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System(PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing,Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity,Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees,agents,and any subcontractors have all licenses,permits,qualifications,and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees,agents,any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing,Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and 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 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination,Consultant shall be entitled to compensation for services performed to the effective date of termination;City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software,video and audio tapes,and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience,and specialized personal knowledge. Moreover,a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports,design documents,and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models, charts, studies,surveys, photographs,memoranda, plans,studies,specifications, records,files,or any other documents or materials,in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that,until final approval by City,all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account,invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit,and/or copying at any time during regular business hours,upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor,at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a "conflict of interest,"as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 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. Principals and those performing work for City of Dublin be required to submit a California Fair Political Practices Commission(FPPC)Form 700:Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http:Nwww.fppc.ca.pov/Form700.html. 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 the City Manager("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: GEOCON Consultants Inc. Shane Rodacker, Principal 6671 Brisa Street Livermore,CA 94550 Any written notice to City shall be sent to: The City of Dublin Attn:Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Integration. This Agreement, including Exhibits A, B and C, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations,or agreements,either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the day of ,20_. CITY OF DUBLIN CONSULTANT Christopher L. Foss,City Manager Shane Rodacker,Principal Attest: Caroline Soto,City Clerk Approved as to Form: John Bakker,City Attorney EXHIBIT A SCOPE OF SERVICES Construction Inspection and Materials Testing Services Services may include construction inspection of Capital Improvement Program projects and/or improvements associated with private land development; Special Inspection (Concrete Placement, ACI or ICC, Electrical, Mechanical, Welding, Rebar, Conduit, Cables, etc.), and Public Works Inspection. Special Inspection firms shall be on the City of Dublin's Building Department's "Recognized Special Inspection & Testing Agency" list. Materials testing services may include Field and Laboratory Compaction Testing using Caltrans and ASTM methods, asphalt or concrete batch plant inspection. In addition, Consultant may be asked to perform other tasks as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE GEOCON CONSULTANTS,INC. .___. -__ .._.._......_.._-.. ---..—.___..._._.—._..._ +/• G E O T T E C H N 1 C A A I[ • f N V I R O N M E N T A l ■ M A T E R I A L S 2015 SCHEDULE OF FEES PROFESSIONAL SERVICES F-ngineeringAssistant,Laboratory Technisinn S75/hr. Engineering Field Technician I(inctrdng Nuclear Gauge),Special Inspector 1 75/100(PW)`/Itr. Engineering Field Technician Il(including Nuclear Gauge),Special Inspector 11 80/105(PW)•/Ir. Engineering Field Technician HI(including Nuclear Gauge),Special Inspector III 90/115(PW)"/r. Word Processor,Technical Editor.Draftsman. 75/hr. Research Assistant,Technical Illustrator,Sr.Draftsman 85/hr. Project Coordinator,GIS Specialist............._.._.._ 95/hr. Staff Engineer/Geologist/Scientist 105.1u. Senior Staff EnginadGeologisUScientist 115/hr. Project Engineer/Geologist/Scientist 125/hr. Senior Project Engineer/Geologist/Scientist 135/1r. Senior Enginea/Geologlst/Seient1st 155/hr. Associate Engineer/Geologist/Scientist 185/hr. Principal Engineer/Geologist/Scientist,Litigation Support. 225/hr. Deposition,Court Appearance 400/hr. Overtime and Saturday Rate I.SX Regular Hourly Rate Sunday and Holiday Rate 2X Regular Hourly Rate Minimum Professional Fee $500/Project Minimum Field Services Fee(per day or call-out). _ 2 Hours 8$25/bourSurer for Technicians and las.• ors(or Prevailiri:W.: (PW)• uirementsof California Labor Codej720,et. . TRAVEL Personnel Regular Hourly Rate Subsistence(Per Diem) 5150/day Vehicle Mileage. 0.75/mile EQUIPMENT&ANALYTICAL TESTS Nuclear Gauge Included in Field Technician Rate Level D PPE/Decon Rinse Equipment..........................,. 550/day Pick-up Truck $125/day pH/Conductivity/Temperature Meter 50/day Equipment Truck............................................................. 200/day 55-gallon drum 55/ea. Direct-Push Rig/Operator................................. I65/190(PW)'fh. TPHgBTEX(EPA 8015M/802113) 70%a. Direct-Push Sample Liner 10/ea. TPHg/BTEX/MTBE(EPA 8015M/8260B) 100/ca. Equipment Trailer 10O'day TPHd/CPlhna(EPA 801 SM) 75/ea Wenner 4-Pin Earth Resistivity Meta. 150/day Fuel Oxygenate Compounds(EPA 82600) 110/ea. Coring Machine Icootacte.asphalt,masonry).- 1 75/day Volatile Organic Compounds(EPA 82600) 150/ea. Dynamic Cone Penetrometer 150/day Semi-Volatile Organic Compounds(EPA 8270)........._.-_ 300/ea. Dilatometer(DM1)Test Equipment 750/day CAM 17 Metals(EPA 60108) 170/ea. Generator or Air Compressor.. 100/day Single Metal(EPA 60108)......................................, 20Iea. GPS Unit 160/day Pesticides(EPA 8081) 125/ea. Drivo•Tube Sampler or Hand-Auger.............. 40/day Soil pH.(EPA 9045C) 20/ca. Soil Sample Tube(Brass or Stainless) 10/ea. WET or TCLP Extraction 75/ca. Water Level Indicator 40/day Sample Compositing 2Oieompositc Battery-Powered Pump 75/day 48-hour Turn-Around-Time..........................................60%surcharge Photo-Ionization Meter 125/day 24-hour TurnAround-Tune I00%sureherge LABORATORY TESTS" COMPACTION CURVES SOIL AND AGGREGATE STABILITY 4-inch mold(01557/1)698) 5175/ea. Resistance Value,It-Value(D2844/CAL301) $275/ea. 6-inch mold(131557/1D698) I90/a. R-Vaiue,Treated(CA1.301)...................._........................ 300/ea. California Impact(CAL2I6) 200/ea. California Bearing Ratio(DI 883).......,...-........................ 175/pt. Check Point 85/ca. Stabilization Ability of Lime(C977) 1 RO/ea. 6671 Brisa Street • Livermore,California 94550 a Tel(925)371-5900 • Fax(925)371-5915 Page 1 of 2 SOIL AND AGGREGATE PROPERTIES #200 Wash(D1140/C117) $60/ea. Moisture Determination,tube sample(D2216) $20%a. Wet Sieve Analysis to#200(D422/CAL202) 100/ea. Moisture Determination and Unit Weight()2937) 40/tat. Hydrometer Analysis(1)422) 150/ea. Atterberg Limits:Plasticity Index(1)4318) 150/ea. Sieve Analysis with Hydrometer(1)422) 180/ea. Sand Equivalent(D2419/CAL217) 90/ea. Specific Gravity,Soil(D854) 70%a pH and Resistivity(CALM)) 120%a Specific Gravity Coarse Aggregate(C 127) 50/e a. Sulfate Content(CAL417) 90/e a. Specific Gravity Fine Aggregate(C128) 68/ex Chloride Content(CAIA22) 50/ea. Cut/Extract Shelby Tube 50/ea. Organic Content(1)2974) 50/ea. SHEAR STRENGTH CONCRETE Unconfined Compression(D2166) Si00/ea. Compressive Strength,Cast Cylinders(C39) $25/ea. Direct Shear(D3080)(apt) 200/ea. Compressive Strength,Cores(C42) 40/ea. Unconsolidated-Undrainad Triaxial Shear(D2850) 125/pt Flexural Strength Beam(C78/C293) 80/ea. Unconsolidated-Undrained'1'riaxial Staged(132850) 175/ea. Splitting Tensile Test(C496) 69/ea. Consolidated-Undrained Triaxial Shear(1)4767) 275/pt. Mix Design Review 200/ere. Consolidated-Undrained Triaxial Staged(1)4767) 350/ea, Trial Batch 475/ca. Consolidated-Drained Triaxial Shear(EMI 110) 370/pt. Reba Tensile/Bend(up to#11) 100/ea. Consolidated-Drained Triaxial Staged(EM 1110) 475/ca. MASONRY CMU Compressive Strength(C140). $60/ea PERMEABILITY,CONSOLIDATION AND EXPANSION Compressive Strength,Grout(C1019/UBC 21-19)..... 2$/ea. Permeability,Flexible Wall(1)5084) $265/ca. Compressive Strength,Mortar(CIOW/UBC2I-45,16) 25/ea. Permeability,Rigid Walt(D5856) 255/ea. CMU Unit Wt,Dimcn.,Absorption(C140) 60/ea. Consolidation(132435) 50/pt. Compressive Strength,Masonry Prism(C1314) 115/ea. Expansion Index(D4829/UBC 29.2) 150/ea. HOT MIX ASPHALT AGGREGATE QUALITY Density,Hveem(D2726/CAL308) $100/ea. Sieve Analysis to 8200(0136) $100/ea. Stabilexneter Value(1)1560/CAL366) 175/ea. LA.Rattler Test(500 rev.)(C 131) 185/ea. Theoretical Max.Specific Gravity(D2041/CAL309) 175/ea. Sand Equivalent(17241 9/CAL217) 90/ea Extraction/Sieve Analysis(CI36/CAL202) I50/ea. Durability Index(D3744/CAL229).._ 165/ea. HMA Core Unit Weight(DI188/CAL30 8)...................... 60/ea. Fine Aggregate Angularity(CAL 234) 125/ea. %Asphalt,Ignition Method (D6307/CAL382)................ 100/ea. Flat and Elongated Particles(1)4791/CAL 235) 150/ca. %Asphalt,Ignition Calibration(136307/CAL382) 200/ea. Percent Crushed Particles(CAL205) I SOlea. %Voids(CAL 367) 275/en. Travel shall be pre-approved in writing by City Project Manager in order to qualify for reimbursement of travel expenses. Mileage rate shall not exceed IRS rate,which is$.54 for 2016. REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31,2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director,or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailing Wage Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed,and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following,the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773, the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s)shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. EXHIBIT C Public Contract Code ***PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*** Public Contract Code Section 10285.1 Statement In accordance with Public Contract Code Section 10285.1(Chapter 376,Stats.1985),the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has ,has not X (mark one) been convicted within the preceding three years of any offenses referred to in that section,including any charge of fraud, bribery,collusion,conspiracy,or any other act in violation of any state or Federal antitrust law in connection with the bidding upon,award of,or performance of,any public works contract,as defined in Public Contract Code Section 1101,with any public entity,as defined in Public Contract Code Section 1100,including the Regents of the University of California or the Trustees of the California State University.The term"proposer"is understood to include any partner,member,officer,director, responsible managing officer,or responsible managing employee thereof,as referred to in Section 10285.1. Note: The proposer must place a check mark after"has"or"has not"in one of the blank spaces provided.The above Statement is part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Public Contract Code Section 10162 Questionnaire In accordance with Public Contract Code Section 10162,the Proposer shall complete,under penalty of perjury,the following questionnaire: Has the proposer,any officer of the proposer,or any employee of the proposer who has a proprietary interest in the proposer, ever been disqualified,removed,or otherwise prevented from bidding on,or completing a federal,state,or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes,explain the circumstances in the following space. Public Contract Code 10232 Statement In accordance with Public Contract Code Section 10232,the PROPOSER,hereby states under penalty of perjury,that no more than one final unappealable finding of contempt of court by a federal court has been issued against the PROPOSER within the immediately preceding two year period because of the PROPOSER's failure to comply with an order of a federal court which orders the PROPOSER to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. By my signature on this proposal I certify, under penalty of perjury under the laws of the State of California,that the foregoing questionnaire and statements of the Public Contract Code Sections 10162, 10232 and 10285.1 are true and correct and that the proposer has complied with the requirements of Section 8103 of the Fair Employment and Housing Commission Regulations(Chapter 5,Title 2 of the California Administrative Code.) By my signature on this proposal I further certify, under penalty of perjury under the laws of the State of California and the United States of America,that the Noncollusion Affidavit required under Title 23 United States Code,Section 112 and Public Contract Code Section 7106; and the Title 49 Code of Federal Regulations, Part 29 Debarment and Suspension Certification are true and correct. May 17,2016 �.. DATE (AUTHORIZ SIGNATURE) Shane Rodacker,GE-Vice President (NAME AND TITLE) Geocon Consultants, Inc. (COMPANY NAME) 6671 Brisa Street, Livermore,CA 94550 (COMPANY ADDRESS) CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND ASSOCIATED ENGINEERING CONSULTANTS This Agreement is made and entered into between the City of Dublin ("City")and Associated Engineering Consultants("Consultant")as of July 1,2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2019,and Consultant shall complete the work described in Exhibit A as assigned by Task Order 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 conformance with standards of quality normally observed by a person practicing in Consultants profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal,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. 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. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; • The beginning and ending dates of the billing period; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects,all hours must also be logged by project assignment o A brief description of the work,and each reimbursable expense • 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; • 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 indude 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below,and shall not exceed ($3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 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 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. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed,or allowed to lapse without at least thirty(30)days'prior written notice to City of such cancellation,change,or lapse. 4.1 Workers'Compensation. Consultant shall,at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative,Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer, if insurance is provided,or the Consultant, if a program of self- insurance is provided,shall waive all rights of subrogation against the City and its officers,officials, employees,and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail,return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant,at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury,including death resulting therefrom,and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 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 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 Liability Insurance. Consultant,at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided,canceled by either party,reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail,return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement,Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense,any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement.] 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work.Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 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. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced,limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required,City may,at its sole option exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultants 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. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City,and City Councilmembers,officers, agents and employees against any and all suits,claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred,in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions,suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith;and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall,at its expense,satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to,and shall not in any way be limited by,the insurance obligations contained in this Agreement. 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. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however,otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state,or federal policy, rule, regulation,law,or ordinance to the contrary,Consultant and any of its employees,agents,and subcontractors providing services under this Agreement shall not qualify for or become entitled to,and hereby agree to waive any and all claims to,any compensation,benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System(PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity,Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees,agents,and any subcontractors have all licenses,permits,qualifications,and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees,agents,any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing,Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion,color, national origin,age, physical or mental handicap or disability, medical condition,marital status,sex,or sexual orientation,against any employee,applicant for employment,subcontractor,bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state,and local laws,policies, rules,and requirements related to equal opportunity and nondiscrimination in employment,contracting,and the provision of any services that are the subject of this 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 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination,Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software,video and audio tapes,and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Consultant understands and agrees that,if City grants such an extension,City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly,unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience,and specialized personal knowledge. Moreover,a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports,design documents,and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models,charts, studies,surveys, photographs,memoranda, plans,studies,specifications, records,files,or any other documents or materials,in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that,until final approval by City,all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit,and/or copying at any time during regular business hours,upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor,at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a "conflict of interest,"as that term is defined in the Political Reform Act,codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 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 etseq.,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. Principals and those performing work for City of Dublin rmy be required to submit a California Fair Political Practices Commission(FPPC) Form 700:Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html. 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 the City Manager("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: Associated Engineering Consultants Bruce Howard, Principal in Charge 20179 Charlanne Drive Redding,CA 96002 Any written notice to City shall be sent to: The City of Dublin Attn:Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Integration. This Agreement, including Exhibits A, B and C,represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations,or agreements,either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the day of ,20_. CITY OF DUBLIN CONSULTANT Christopher L. Foss,City Manager Bruce Howard, Principal in Charge Attest: Caroline Soto,City Clerk Approved as to Form: John Bakker,City Attorney EXHIBIT A SCOPE OF SERVICES Construction Management and Inspection Services Services may include construction management of small to medium sized Capital Improvement Program projects and/or improvements associated with private land development, assistance in acquiring approvals from Caltrans' Local Assistance Division on federally-funded projects and/or other funding agencies; other tasks associated with Public Works infrastructure construction; site inspection services, and other tasks as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE ;loft. is Associated Engineering Consultants, Inc. PUBLIC WORKS FEE SCHEDULE JANUARY 2016 ENGINEERING SERVICES, RATE/HR. Principal Engineer $170 Senior Engineer $150 Associate Engineer $140 Project Engineer $125 Planner/Designer $105 Draftsman $ 95 Engineering Aide $ 85 Expert Witness $475 Dyneflect Input $125 Clerical $ 65 •4 hour minimum CONSTRUCTION MANAGEMENT Project Manager $170 Construction Manager $150 Resident Engineer $135 Assistant Resident Engineer $115 Senior Construction Inspector $128 Construction Inspector $105 FIELD SERVICES Senior Surveyor $175 Survey Crew/2 persons $295 Survey Crew/3 persons $380 Dynaflect Testing $325 Dynalect Travel!Calibration $ 95 Field Technician $ 85 Coring/Sampling $225 Nuclear Gauge Testing $125 Traffic Control $ 95 Engineer Travel $ 75 Technician Travel $ 85 MISCELLANEOUS SERVICES Per Diem $175/day Mileage $0.85/mi. Outside Services Cost Plus 15% • Rates include miscellaneous related costs:vehicle,cell phone,digital camera and standard tools and equipment.All other direct expenses will be billed at cost plus 15%. • The above schedule is for straight time.Overtime will be charged at 135 percent of the standard hourly rates.Sundays and holidays will be charged at 170 percent of the standard hourly rates. • A shift which commences after 2:00pm or before 4:00am,during any twenty-four hour period, commencing at 12:01am is subject to a twelve and one-half percent(12.5%)differential. • The rate for Prevailing Wage Construction Inspector is in compliance with SB1999 pertaining to prevailing wage requirements. REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead,equipment,travel within the San Francisco Metropolitan Bay Area,office supplies,etc. Reimbursable items, if any,are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%,and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director,or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailing Wage Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed,and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following,the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773,the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft,classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s)shall not be qualified to bid on, be listed in a bid proposal,subject to the requirements of Section 4104 of the Public Contract Code,or engage in the performance of any contract for public work,as defined in this chapter,unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. EXHIBIT C Public Contract Code s"PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*" Public Contract Code Section 10285.1 Statement In accordance with Public Contract Code Section 10285.1(Chapter 376,Stets.1985),the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has_ MIMS . i mark one been convicted within the preceding three years of any offenses referred to in that section,including any charge of fraud,bribery, collusion,conspiracy,or any other act in violation of any state or Federal antitrust law in connection with the bidding upon,award of,or performance of,any public works contract,as defined in Public Contract Code Section 1101,with any pubic entity,as defined in Public Contract Code Section 1100,including the Regents of the University of California or the Trustees of the California State University.The term"proposer" is understood to include any partner,member,officer,director,responsible managing officer,or responsible managing employee thereof,as referred to in Section 10285.1. Note: The proposer must place a check mark after"has"or"has not"in one of the blank spaces provided.The above Statement is part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. PubRC Contract Code Section 10162 Questionnaire In accordance with Public Contract Code Section 10162, the Proposer shall complete, under penalty of perjury, the following questionnaire: Has the proposer,any officer of the proposer,or any employee of the proposer who has a proprietary Interest in the proposer, ever been disqualified, removed, or otherwise prevented from bidding on,or completing a federal,state,or focal government project because of a violation of law or a safety regulation? Yes No lithe answer is yes,explain the circumstances In the following space. Public Contract Code 10232 Statement In accordance with Public Contract Code Section 10232, the PROPOSER, hereby states under penalty of perjury,that no more than one final unappealable finding of contempt of court by a federal court has been issued against the PROPOSER within the immediately preceding two year period because of the PROPOSER's failure to comply with an order of a federal court which orders the PROPOSER to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. By my signature on this proposal f certify,under penalty of perjury under the laws of the State of California, that the foregoing questionnaire and statements of the Public Contract Code Sections 10162, 10232 and 10285.1 are true and correct and that the proposer has complied with the requirements of Section 8103 of the Fair Employment and Housing Commission Regulations (Chapter 5, Title 2 of the California Administrative Code.) By my signature on this proposal I further certify, under penalty of perjury under the laws of the State of California and the United States of America,that the Non-collusion Affidavit required under Title 23 United States Code,Section 112 and Public Contract Code Section 7106;and the Title 49 Code of Federal Regulations,Part 29 Debarment and Suspension Certification are true and correct. 5- 18- 1 b DATE (Aumoal SICNATUREE /flA e: &EtL Z ), PRi I Ac // Oe�fre1c . (NAME AND TITLE) ASSoCtr eD iUGI aL ii6, CODSOa-4.cJTS, 2--(3C.. (COMPANY NAME) 200/ Ca4t& )( tut. kerviJJG, CA 966o2.- (COMPAN Y AuDaEs) CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CALTROP This Agreement is made and entered into between the City of Dublin ("City")and CALTROP("Consultant")as of July 1,2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2019,and Consultant shall complete the work described in Exhibit A as assigned by Task Order 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 conformance with standards of quality normally observed by a person practicing in Consultants profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City,in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal,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. 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. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; • The beginning and ending dates of the billing period; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects,all hours must also be logged by project assignment o A brief description of the work,and each reimbursable expense • 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; • 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below,and shall not exceed ($3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 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 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. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed,or allowed to lapse without at least thirty(30)days'prior written notice to City of such cancellation,change,or lapse. 4.1 Workers'Compensation. Consultant shall,at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer,if insurance is provided,or the Consultant, if a program of self- insurance is provided,shall waive all rights of subrogation against the City and its officers,officials, employees,and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant,at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom,and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 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 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 Liability Insurance. Consultant,at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided,canceled by either party, reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims- made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense,any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work.Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 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. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may,at its sole option exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultants 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. To the maximum extent allowed by law,Consultant shall indemnify, keep and save harmless the City,and City Councilmembers,officers, agents and employees against any and all suits,claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred,in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions,suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith;and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall,at its expense,satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to,and shall not in any way be limited by,the insurance obligations contained in this Agreement. 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. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultants 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 Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees,agents,and any subcontractors have all licenses,permits,qualifications,and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees,agents,any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing,Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion, color, national origin,age, physical or mental handicap or disability, medical condition, marital status,sex,or sexual orientation,against any employee,applicant for employment,subcontractor,bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state,and local laws,policies, rules,and requirements related to equal opportunity and nondiscrimination in employment, contracting,and the provision of any services that are the subject of this 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 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination,Consultant shall be entitled to compensation for services performed to the effective date of termination;City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents,photographs,computer software,video and audio tapes,and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may,in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience,and specialized personal knowledge. Moreover,a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement,City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports,design documents,and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models, charts, studies,surveys, photographs,memoranda, plans,studies,specifications, records,files,or any other documents or materials,in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that,until final approval by City,all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit,and/or copying at any time during regular business hours,upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor,at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recyded paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients,but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a "conflict of interest,"as that term is defined in the Political Reform Act,codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve(12)months, an employee,agent,appointee,or official of the City. If Consultant was an employee,agent, appointee,or official of the City in the previous twelve months,Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 et.seq.,the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses,and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code§1090 and, if applicable,will be disqualified from holding public office in the State of California. Principals and those performing work for City of Dublin my be required to submit a California Fair Political Practices Commission(FPPC) Form 700:Statement of Economic Interests documenting potential financial conflicts of interest.For additional information, proposers should refer to the FPPC website at http://www.fopc.ca.cov/Form700.html. 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 the City Manager("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: CALTROP Peter Owen,Principal in Charge 2495 Natomas Park Drive,Ste 150 Sacramento,CA 95833 Any written notice to City shall be sent to: The City of Dublin Attn:Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Integration. This Agreement,including Exhibits A, B and C, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations,or agreements,either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the day of ,20_. CITY OF DUBLIN CONSULTANT Christopher L. Foss,City Manager Peter Owen, Principal in Charge Attest: Caroline Soto,City Clerk Approved as to Form: John Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Construction Management and Inspection Services Services may include construction management of small to medium sized Capital Improvement Program projects and/or improvements associated with private land development, assistance in acquiring approvals from Caltrans' Local Assistance Division on federally-funded projects and/or other funding agencies; other tasks associated with Public Works infrastructure construction; site inspection services, and other tasks as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE CALTR(JP Schedule of Rates—City of Dublin January 1,2016 through December 31,2018 Position Billing Rate 2016 2017 2018 Resident Engineer,PE $170-$250 $175-$258 $180-$266 Structure Representative,PE $170-$250 $175-$258 $180-$266 Assistant Resident Engineer $140-$190 $144-$196 $148-$202 Assistant Structure $140-$190 $144-$196 $148-$202 Representative Structures Inspector $140-$170 $144-$175 $148-$180 Roadway Inspector $140-$170 $144-$175 $148-$180 Electrical Inspector $140-$170 $144-$175 $148-$180 Source Inspector $140-$170 $144-$175 $148-$180 SWPPP inspector,QSD/QSP $140-$160 $144-$165 $148-$170 Landscape Inspector,RLA $140-$170 $144-$175 $148-$180 Landscape Inspector $140-$160 $144-$165 $148-$170 Public Relations $70-$170 $72-$175 $74-$180 Scheduler $165-$250 $170-$258 $175-$266 Office Engineer/Admin $109-$164 $112-$169 $115-$174 REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead,equipment,travel within the San Francisco Metropolitan Bay Area,office supplies,etc. Reimbursable items, if any,are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%,and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director,or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailing Wage Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed,and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following,the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773,the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft,classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2,copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s)shall not be qualified to bid on, be listed in a bid proposal,subject to the requirements of Section 4104 of the Public Contract Code,or engage in the performance of any contract for public work,as defined in this chapter,unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. STATEMENT OF QUALIFICATIONS Construction Management err Public Works Inspection Services DUBLIN C ALL'OANIA SECTION 6 - PUBLIC CONTRACT CODE STATEMENT AND QUESTIONNAIRE (ATTACHMENT C) EXHIBIT C Public Contract Code ***PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*** Public Contract Code Section 10285.1 Statement in accordance with Public Contract Code Section 10285.1(Chapter 376,Stats.1985),the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has_,has not 11(mark one been convicted within the preceding three years of any offenses referred to in that section,including any charge of fraud, bribery, collusion,conspiracy,or any other act In violation of any state or Federal antitrust law in connection with the bidding upon,award of,or performance of,any public works contract,as defined In Public Contract Code Section 1101,with any public entity,as defined in Public Contract Code Section 1100, including the Regents of the University of California or the Trustees of the California State University.The term "proposer" 1s understood to include any partner, member,officer,director, responsible managing officer,or responsible managing employee thereof,as referred to in Section 10285.1. Note: The proposer must place a check mark after"has" or"has not" in one of the blank spaces provided.The above Statement Is part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Public Contract Code Section 10162 Questionnaire In accordance with Public Contract Code Section 10162, the Proposer shall complete, under penalty of perjury, the following questionnaire: Has the proposer, any officer of the proposer, or any employee of the proposer who has a proprietary interest In the proposer, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal,state,or local government project because of a violation of law or a safety regulation? Yes No EgI If the answer Is yes,explain the circumstances In the following space. CALTROP 18 STATEMENT OF QUALIFICATIONS it Construction Management d•Public Works Inspection Services DUBLIN CALIFORNIA Public Contract Code 10232 Statement In accordance with Public Contract Code Section 10232, the PROPOSER, hereby states under penalty of perjury, that no more than one final unappealable finding of contempt of court by a federal court has been issued against the PROPOSER within the immediately preceding two year period because of the PROPOSER's failure to comply with an order of a federal court which orders the PROPOSER to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. By my signature on this proposal I certify, under penalty of perjury under the laws of the State of California, that the foregoing questionnaire and statements of the Public Contract Code Sections 10162, 10232 and 10285.1 are true and correct and that the proposer has complied with the requirements of Section 8103 of the Fair Employment and Housing Commission Regulations (Chapter 5, Title 2 of the California Administrative Code.) By my signature on this proposal I further certify, under penalty of perjury under the laws of the State of California and the United States of America, that the Non-collusion Affidavit required under Title 23 United States Code,Section 112 and Public Contract Code Section 7106;and the Title 49 Code of Federal Regulations,Part 29 Debarment and Suspension Certification are true and correct. May 18.2016 AUTHORIZED SIGNATURE) lavad Rassouli.Chief Operating Officer (NAME AND TITLE) CALTROP Corporation (COMPANY NAME) 2495 Natomas Park Drive.Suite 150.Sacramento,California 95833 (COMPANY ADDRESS) CALTRDP 19 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CSG CONSULTANTS This Agreement is made and entered into between the City of Dublin ("City")and CSG Consultants("Consultant")as of July 1,2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2019,and Consultant shall complete the work described in Exhibit A as assigned by Task Order 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 conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal,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. 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. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; • The beginning and ending dates of the billing period; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects,all hours must also be logged by project assignment o A brief description of the work,and each reimbursable expense • 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; • 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below,and shall not exceed ($3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 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 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. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled, changed,or allowed to lapse without at least thirty(30)days'prior written notice to City of such cancellation,change,or lapse. 4.1 Workers'Compensation. Consultant shall,at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative,Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer, if insurance is provided,or the Consultant, if a program of self- insurance is provided,shall waive all rights of subrogation against the City and its officers,officials, employees,and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultants insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant,at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00)per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement.If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom,and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 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 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 Liability Insurance. Consultant,at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided,canceled by either party, reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims- made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense,any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 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. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced,limited,or materially affected in any other manner,Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may,at its sole option exercise any of the following remedies,which 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. To the maximum extent allowed by law,Consultant shall indemnify, keep and save harmless the City,and City Councilmembers,officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred,in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions,suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith;and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall,at its expense,satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to,and shall not in any way be limited by,the insurance obligations contained in this Agreement. 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. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultants 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 Agent. Except as City may specify in writing,Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another govemmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees,agents,and any subcontractors have all licenses,permits,qualifications,and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees,agents,any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion,color, national origin,age, physical or mental handicap or disability,medical condition,marital status,sex,or sexual orientation,against any employee,applicant for employment,subcontractor,bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state,and local laws,policies, rules,and requirements related to equal opportunity and nondiscrimination in employment,contracting,and the provision of any services that are the subject of this 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 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination,Consultant shall be entitled to compensation for services performed to the effective date of termination;City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs,computer software,video and audio tapes,and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly,unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience,and specialized personal knowledge. Moreover,a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports,design documents,and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models, charts, studies,surveys, photographs,memoranda, plans,studies,specifications, records,files,or any other documents or materials,in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that,until final approval by City,all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit,and/or copying at any time during regular business hours,upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor,at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys'Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients,but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a "conflict of interest,"as that term is defined in the Political Reform Act,codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 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 etseq.,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. Principals and those performing work for City of Dublin be required to submit a California Fair Political Practices Commission(FPPC) Form 700:Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html. 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 the City Manager("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: CSG Consultants Cyrus Kianpour,President 1700 South Amphlett Blvd,3rd Floor San Mateo,CA 94402 Any written notice to City shall be sent to: The City of Dublin Attn:Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Integration. This Agreement, including Exhibits A. B and C, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations,or agreements,either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the day of ,20_ CITY OF DUBLIN CONSULTANT Christopher L.Foss,City Manager Cyrus Kianpour, President Attest: Caroline Soto,City Clerk Approved as to Form: John Bakker,City Attorney EXHIBIT A SCOPE OF SERVICES Construction Management and Inspection Services Services may include construction management of small to medium sized Capital Improvement Program projects and/or improvements associated with private land development, assistance in acquiring approvals from Caltrans' Local Assistance Division on federally-funded projects and/or other funding agencies;other tasks associated with Public Works infrastructure construction; site inspection services,and other tasks as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE Cm Or DUBLIN CONSTRUCTION MANAGEMENT&PUBUC WORKS INSPECTION SERVICES Rate Schedule Services are billed on a time and materials basis according to our Standard Rates,shown below. Fro'essonal Engineering Services-hour y Rates Resident Engineer $170 Assistant Resident Engineer/Office Engineer $125 Construction Inspector $112 Structural Representative $170 REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies,etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director,or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailing Wage Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following, the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773,the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s)shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. EXHIBIT C Public Contract Code ***PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*** Public Contract Code Section 10285.1 Statement In accordance with Public Contract Code Section 10285.1(Chapter 376,Stets.1985),the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has_ e mark one been convicted within the preceding three years of any offenses referred to in that section,including any charge of fraud,bribery, collusion,conspiracy,or any other act in violation of any state or Federal antitrust law in connection with the bidding upon,award of,or performance of,any public works contract,as defined in Public Contract Code Section 1101,with any public entity,as defined in Public Contract Code Section 1100,including the Regents of the University of California or the Trustees of the California State University.The term"proposer"is understood to include any partner,member,officer,director,responsible managing officer,or responsible managing employee thereof,as referred to in Section 10285.1. Note: The proposer must place a check mark after"has"or"has not" in one of the blank spaces provided.The above Statement is part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Public Contract Code Section 10162 Questionnaire In accordance with Public Contract Code Section 10162, the Proposer shall complete, under penalty of perjury, the following questionnaire: Has the proposer, any officer of the proposer,or any employee of the proposer who has a proprietary interest in the proposer, aver been disqualified, removed, or otherwise prevented from bidding on,or completing a federal,state,or local government project because of a violation of law or a safety regulation? Yes No If the answer is yes,explain the circumstances in the following space. Public Contract Code 10232 Statement In accordance with Public Contract Code Section 10232, the PROPOSER, hereby states under penalty of perjury, that no more than one final unappealable finding of contempt of court by a federal court has been issued against the PROPOSER within the immediately preceding two year period because of the PROPOSER's failure to comply with an order of a federal court which orders the PROPOSER to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. By my signature on this proposal I certify,under penalty of perjury under the laws of the State of California, that the foregoing questionnaire and statements of the Public Contract Code Sections 10162, 10232 and 10285.1 are true and correct and that the proposer has complied with the requirements of Section 8103 of the Fair Employment and Housing Commission Regulations (Chapter 5, Title 2 of the California Administrative Code.)By my signature on this proposal I further certify, under penalty of perjury under the laws of the State of California and the United States of America,that the Non-collusion Affidavit required under Title 23 United States Code,Section 112 and Public Contract Code Section 7106;and the Title 49 Code of Federal Regulations, Part 29 Debarment and Suspension Certification are true and correct. 5-18- 11. *" 1/V:"*/(7 DATE (.AuTHORIZ ►SIGNATURE) /1401 ( E" &ea..), % AJC f At vice 4es-f c,-7-_ (NAME AND TITLE) ASSOC tf 'o EA)6-I 1 LW 1JA CO ADSOCO STS, XOC (COMPANY NAME) 20 9 04 MNt -owe- k nvi n, CA 96602 (COMPANY ADDRESS) CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND HILL INTERNATIONAL, INC. This Agreement is made and entered into between the City of Dublin("City")and Hill International, Inc. ("Consultant") as of July 1,2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2019,and Consultant shall complete the work described in Exhibit A as assigned by Task Order 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 conformance with standards of quality normally observed by a person practicing in Consultants profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City,in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal,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. 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. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; • The beginning and ending dates of the billing period; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects,all hours must also be logged by project assignment o A brief description of the work,and each reimbursable expense • 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; • 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below,and shall not exceed ($3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 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 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. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed,or allowed to lapse without at least thirty(30)days'prior written notice to City of such cancellation, change,or lapse. 4.1 Workers'Compensation. Consultant shall,at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative,Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer, if insurance is provided,or the Consultant, if a program of self- insurance is provided,shall waive all rights of subrogation against the City and its officers,officials, employees,and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant,at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00)per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury,including death resulting therefrom,and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 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 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 Liability Insurance. Consultant,at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided,canceled by either party,reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail,return receipt requested,has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement,Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense,any extended reporting provisions of the policy,if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement.] 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 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. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced,limited,or materially affected in any other manner,Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may,at its sole option exercise any of the following remedies,which 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. To the maximum extent allowed by law,Consultant shall indemnify, keep and save harmless the City,and City Councilmembers,officers, agents and employees against any and all suits,claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred,in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions,suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith;and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall,at its expense,satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to,and shall not in any way be limited by,the insurance obligations contained in this Agreement. 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. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;however,otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state,or federal policy, rule, regulation,law,or ordinance to the contrary, Consultant and any of its employees,agents,and subcontractors providing services under this Agreement shall not qualify for or become entitled to,and hereby agree to waive any and all claims to,any compensation,benefit,or any incident of employment by City,including but not limited to eligibility to enroll in the California Public Employees Retirement System(PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing,Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees,agents,and any subcontractors have all licenses, permits,qualifications,and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees,agents,any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing,Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion, color, national origin,age, physical or mental handicap or disability, medical condition, marital status,sex,or sexual orientation,against any employee,applicant for employment,subcontractor, bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state,and local laws,policies, rules,and requirements related to equal opportunity and nondiscrimination in employment, contracting,and the provision of any services that are the subject of this 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 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination;City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software,video and audio tapes,and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator,City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience,and specialized personal knowledge. Moreover,a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement,City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports,design documents,and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps,models,charts, studies,surveys, photographs,memoranda, plans,studies,specifications, records,files,or any other documents or materials,in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that,until final approval by City,all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,books of account, invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit,and/or copying at any time during regular business hours,upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor,at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients,but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a "conflict of interest,"as that term is defined in the Political Reform Act, codified at Califomia Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve(12)months, an employee,agent,appointee,or official of the City. If Consultant was an employee,agent, appointee,or official of the City in the previous twelve months,Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 etseq.,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. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission(FPPC)Form 700:Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://vvww.fppc.ca.cov/Form700.html. 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 the City Manager("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: Hill International,Inc. Anthony Marraro, Principal in Charge One Sansome Street,Ste 2940 San Francisco,CA 94104 Any written notice to City shall be sent to: The City of Dublin Attn: Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Integration. This Agreement,including Exhibits A, B and C, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations,or agreements,either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the day of ,20_. CITY OF DUBLIN CONSULTANT Christopher L. Foss,City Manager Anthony Marraro, Principal in Charge Attest: Caroline Soto, City Clerk Approved as to Form: John Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Construction Management and Inspection Services Services may include construction management of small to medium sized Capital Improvement Program projects and/or improvements associated with private land development,assistance in acquiring approvals from Caltrans' Local Assistance Division on federally-funded projects and/or other funding agencies;other tasks associated with Public Works infrastructure construction;site inspection services,and other tasks as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE 5 I Compensation Rate Schedule THREE YEAR TERM 2-ONE YEAR OPTIONS 2016 2017 2018 2019 2020 CATEGORY RATES RATES RATES RATES RATES Principal-In-Charge $36153 $37237 $38335 $395.05 $406.90 Lead Project Manager $28520 $293.76 $30237 $311.64 $320.99 Project Manager $228.16 $235.00 $242.05 $24932 $25620 Resident Engineer $142,60 $146.88 $151.28 $155.82 $160.50 Project Inspectors $142.60 $146.88 $151.28 $155.82 $160.50 Project Controls Manager 5200,00 $206.00 $212.18 $218.54 $225.10 Estimator $144.61 $148.95 $153.42 $158.02 5162.76 Scheduler $144.61 $148.95 $153.42 $158.02 $162.76 Document Control $115.69 $119.16 $122/3 $126.42 $130.21 Third Party Coordination $166.37 $17136 $176.50 $181.79 $187.25 Design Coordinator $17825 $183.60 $189.10 $194.78 $200.62 Claims $36153 $372.37 $383.55 $395.05 $406.90 Commissioning $166.37 $171.36 $17630 $181.79 5187.25 Cost Engineer/Risk Manager $207.99 $214.23 $220.66 $227.28 $234.10 REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead,equipment,travel within the San Francisco Metropolitan Bay Area,office supplies,etc. Reimbursable items, if any,are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%,and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director,or their designee, prior to taking effect. Travel shall be pre-approved in writing from City Project Manager and mileage rates shall not exceed IRS published rate. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailing Wage Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed,and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following,the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773,the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft,classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2,copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s)shall not be qualified to bid on, be listed in a bid proposal,subject to the requirements of Section 4104 of the Public Contract Code,or engage in the performance of any contract for public work,as defined in this chapter,unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. Public Contract Code Statement (Exhibit C) and Questionnaire EXHIBIT C Public Contract Code ***PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*** Public Contract Code Section 10285.1 Statement In accordance with Public Contract Code Section 10285.1(Chapter 376,Stats.1985),the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has_,has not X (mark onel been convicted within the preceding three years of any offenses referred to in that section,including any charge of fraud, bribery, collusion,conspiracy,or any other act in violation of any state or Federal antitrust law in connection with the bidding upon,award of,or performance of,any public works contract,as defined in Public Contract Code Section 1101,with any public entity,as defined in Public Contract Code Section 1100, including the Regents of the University of California or the Trustees of the California State University.The term "proposer" is understood to include any partner, member, officer, director, responsible managing officer,or responsible managing employee thereof,as referred to in Section 10285.1. Note: The proposer must place a check mark after has or has not in one of the blank spaces provided. The above Statement is part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Public Contract Code Section 10162 Questionnaire In accordance with Public Contract Code Section 10162, the Proposer shall complete, under penalty of perjury, the following questionnaire: Has the proposer, any officer of the proposer, or any employee of the proposer who has a proprietary interest in the proposer, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal,state,or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes,explain the circumstances in the following space. 11111 CITY OF DUBLIN CONSTRUCTION MANAGEMENT AND PUBLIC WORKS INSPECTION SERVICES Page 115 Public Contract Code 10232 Statement In accordance with Public Contract Code Section 10232, the PROPOSER, hereby states under penalty of perjury,that no more than one final unappealable finding of contempt of court by a federal court has been issued against the PROPOSER within the immediately preceding two year period because of the PROPOSER's failure to comply with an order of a federal court which orders the PROPOSER to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. By my signature on this proposal I certify,under penalty of perjury under the laws of the State of California, that the foregoing questionnaire and statements of the Public Contract Code Sections 10162, 10232 and 10285.1 are true and correct and that the proposer has complied with the requirements of Section 8103 of the Fair Employment and Housing Commission Regulations (Chapter 5, Title 2 of the California Administrative Code.) By my signature on this proposal I further certify, under penalty of perjury under the laws of the State of California and the United States of America, that the Non-collusion Affidavit required under Title 23 United States Code,Section 112 and Public Contract Code Section 7106;and the Title 49 Code of Federal Regulations,Part 29 Debarment and Suspension Certification are true and correct. May 16,2016 f_t.,�. d:t d l�_1...A rF DATE (AUTIIORIZ S(iNATURE) Anthony Marraro,PMP,DBIA,Senior Vice President and Northern California Regional Manager (NAME AND TITLE) Hill International,Inc. (COMPANY NAME) One Sansome Street,Suite 2940,San Francisco,CA 94104 (COMPANY ADDRESS) II R CITY OF DUBLIN I CONSTRUCTION MANAGEMENT AND PUBLIC WORKS INSPECTION SERVICES Page 116 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND S&C ENGINEERS This Agreement is made and entered into between the City of Dublin ("City")and S&C Engineers("Consultant")as of July 1,2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2019,and Consultant shall complete the work described in Exhibit A as assigned by Task Order 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 conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons,Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal,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. 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. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; • The beginning and ending dates of the billing period; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or Quarter hours o If this Contract covers multiple projects,all hours must also be logged by project assignment o A brief description of the work,and each reimbursable expense • 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; • 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below,and shall not exceed ($3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 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 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. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed,or allowed to lapse without at least thirty(30)days'prior written notice to City of such cancellation, change,or lapse. 4.1 Workers'Compensation. Consultant shall,at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative,Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer,if insurance is provided,or the Consultant, if a program of self- insurance is provided,shall waive all rights of subrogation against the City and its officers,officials, employees,and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant,at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00)per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury,including death resulting therefrom,and damage to property resulting from activities contemplated under this Agreement,including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 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 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 Liability Insurance. Consultant,at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided, canceled by either party, reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims- made policy form with a retroactive date that precedes the date of this Agreement,Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense,any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement.] 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 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. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced,limited,or materially affected in any other manner,Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may,at its sole option exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultants 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. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City,and City Councilmembers,officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions,suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith;and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall,at its expense,satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to,and shall not in any way be limited by,the insurance obligations contained in this Agreement. 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. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultants 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 Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity,Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees,agents,and any subcontractors have all licenses, permits,qualifications,and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees,agents,any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing,Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion, color, national origin,age, physical or mental handicap or disability, medical condition, marital status,sex,or sexual orientation,against any employee,applicant for employment,subcontractor,bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state,and local laws,policies, rules,and requirements related to equal opportunity and nondiscrimination in employment,contracting,and the provision of any services that are the subject of this 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 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software,video and audio tapes,and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator,City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience,and specialized personal knowledge. Moreover,a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports,design documents,and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models, charts, studies,surveys, photographs,memoranda, plans,studies,specifications, records,files,or any other documents or materials,in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that,until final approval by City,all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers,books of account, invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit,and/or copying at any time during regular business hours,upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor,at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys'Fees. If a party to this Agreement brings any action,including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients,but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a "conflict of interest,"as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 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 etseq.,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 Califomia. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission(FPPC)Form 700:Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www,fppc.ca.gov/Form700.html. 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 the City Manager("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: S&C Engineers James E.Scott,President 111 Broadway,Ste 300 Oakland,CA 94607 Any written notice to City shall be sent to: The City of Dublin Attn:Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Integration. This Agreement,including Exhibits A, B and C, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations,or agreements,either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the day of ,20_. CITY OF DUBLIN CONSULTANT Christopher L. Foss,City Manager James E.Scott,President Attest: Caroline Soto,City Clerk Approved as to Form: John Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Construction Management and Inspection Services Services may include construction management of small to medium sized Capital Improvement Program projects and/or improvements associated with private land development, assistance in acquiring approvals from Caltrans' Local Assistance Division on federally-funded projects and/or other funding agencies; other tasks associated with Public Works infrastructure construction; site inspection services, and other tasks as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE CITY OF DUBLIN Construction Management and Public Works Inspection Services CITY OP DUBLIN May 18,2016 sic ewm10s.wt. S&C ENGINEERS,INC.PROPOSED COMPENSATION RATE SCHEDULE FY 2016(2017 STAFF MEMBER ROLE BILLING RATE JAMES SCOTT,P.E. Principal-in-Charge/Project Manager $213 THOMAS FRESQUEZ,P.E.,QSD Resident Engineer $200 DAVID ROGERS,P.E.,QSD Resident Engineer/Project Inspector $137 AFTAB LOYA,P.E.,QSP Resident Engineer/Project Inspector $16 ANDREW KLEIBER,P.E Resident Engineer (Facilities/Site Construction) $200 MICHAEL GALUSHA,QSP Project Inspector $132 MICHAEL BASKERVILLE Project Inspector $131 ROBERT SNIDER Project Inspector(Electrical) $128 --Rates include labor,overhead&fee,vehicle,phone,computer. —No additional billing for travel time. --Rates include conformance with prevailing wage requirements. --Inspectors will be billed at 1.5x for overtime. REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31,2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director,or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailing Wage Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following, the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773,the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s)shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. CITY OF DUBLIN City of DUBLIj4 Construction Management&Public Works Inspection Services 7 . EXHIBIT C: PUBLIC CONTRACT CODE STATEMENT AND QUESTIONNAIRE EXHIBIT C Public Contract Code ••*PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*** Public Contract Code Section 10285.1 Statement In accordance with Public Contract Code Section 10285.1{Chapter 376,Stets.19851,the proposer hereby declares under penalty of perjury under the laws of the State of Calikenia that the proposer has_,has not Vi Imark and • been convicted within the preceding three years of any offenses referred to in that section,including any cha'ge of fraud,bribery, collusion,conspiracy,or any other act in violation of any state or Federal antitrust law in connection with the bidding upon,award of,or performance of,any public works contract,as defined in Public Contract Code Section 1101,with any public entity,as defined In Public Contract Code Section 1100,induding the Regents of the University of California or the Trustees a'the California State University.The term"proposer"is understood to Include any partner,member,officer,director,responsible managing officer,or responsible managing employee thereof,as referred to in Section 10285.1 Note: The proposer must place a check mark after"has"or"has not"in one of the blank spaces provided.The above Statement Is part of the Proposal.Signing this Proposal on the signature portion thered shall also constitute signature of this Statement.Proposers are cautioned that making a false certification nay subject the certifier to criminal prosecution. MINN Contract Code Section 10162 questionnaire In accordance with Public Contract Code Section 10162,the Proposer shag complete,under penalty of perjury,the following questionnaire: Has the proposer,any officer of the proposer,or any employee of the proposer who has a sroprietary interest in the proposer,ever been disqualified,removed,or otherwise prevented from bidding on,or completing a federal,state,or local government project because of a violation of law or a safety regulation? Yes Na ✓ If the answer is yes,explain the circumstances in the following space. 16 SAC incu t.no. CITY OF DUBLIN IFY O( DUBLIN Construction Management&Public Works Inspection Services Public Contract Code 10232 Statement In accordance with Public Contract Code Section 10232, the PROPOSER, hereby states under penalty of perjury,that no more than one final unappealable finding of contempt of court by a federal court has been issued against the PROPOSER within the immediately preceding two year period because of the PROPOSER's failure to comply with an order of a federal court which orders the PROPOSER to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. By my signature on this proposal I certify,under penalty of perjury under the laws of the State of California, that the foregoing questionnaire and statements of the Public Contract Code Sections 1C162,10232 and 10285.1 are true and correct and that the proposer has complied with the requirements of Section 8103 of the Fair Employment and Nous rig Commission Regulations (Chapter 5, Title 2 of the California Administrative Code.)By my signature on this proposal I further certify,under penalty of perjury under the laws of the State of California and the United States of America,that the Non-collusion Affidavit required under Title 23 United States Code,Section 112 and Public Contract Code Section 7106;and the Title 49 Code of Federal Regulations,Part 29 Debarment and Suspension Certification are true and correct. l)A'l14 (,#U 171UH{i.l!l7 SIUNA BURL) James E. Scott, P.E., President (NAIL\N)•trii i) S&C Engineers, Inc. (C4 ffi1P.1NY•NA tlI,) ..._...._ � 1814 Franklin St, Suite 600, Oakland, CA 94612 ....._. (l:oMU tsv umi(issti) H 17 IiC 110,11111111$.INC, CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND SWINERTON MANAGEMENT AND CONSULTING This Agreement is made and entered into between the City of Dublin ("City")and Swinerton Management and Consulting ("Consultant")as of July 1, 2016(the"Effective Date"). In consideration of their mutual covenants, the parties hereto agree as follows: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2019, and Consultant shall complete the work described in Exhibit A as assigned by Task Order 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 conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement.In the event that City, in its sole discretion, at any time during the term of this Agreement,desires the reassignment of any such persons,Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, 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. 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. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; • The beginning and ending dates of the billing period; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense • 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; • 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. 21 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed ($3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 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 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. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed, or allowed to lapse without at least thirty(30)days'prior written notice to City of such cancellation,change, or lapse. 4.1 Workers'Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00)per accident. In the alternative, Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer,if insurance is provided, or the Consultant, if a program of self- insurance is provided,shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00)per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury,including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 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 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 Liability Insurance. Consultant,at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided, canceled by either party, reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims- made policy form with a retroactive date that precedes the date of this Agreement,Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 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. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required,City may, at its sole option exercise any of the following remedies,which 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. To the maximum extent allowed by law,Consultant shall indemnify,keep and save harmless the City, and City Councilmembers,officers, agents and employees against any and all suits,claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall, at its expense,satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by,the insurance obligations contained in this Agreement. 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. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;however,otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state,or federal policy, rule, regulation,law,or ordinance to the contrary,Consultant and any of its employees,agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to,any compensation,benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System(PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing,Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity,Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits,qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition,marital status, sex,or sexual orientation, against any employee, applicant for employment, subcontractor,bidder for a subcontract, or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment,contracting, and the provision of any services that are the subject of this 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 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination,Consultant shall be entitled to compensation for services performed to the effective date of termination;City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software,video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator,City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement,City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications,drawings, reports,design documents,and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models,charts, studies,surveys, photographs,memoranda, plans, studies,specifications, records,files,or any other documents or materials,in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years, or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California, 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a 'conflict of interest,' as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 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. Principals and those performing work for City of Dublin my be required to submit a Califomia Fair Political Practices Commission(FPPC)Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.qov/Form700.html. 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 the City Manager("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: Swinerton Management and Consulting Attn:Jeffrey Gee 2300 Clayton Road,Suite 800 Concord,CA 94520 Any written notice to City shall be sent to: The City of Dublin Attn:Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Integration. This Agreement, including Exhibits A, B and C, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the 1st day of July, 2016. CITY OF DUBLIN CONSULTANT Christopher L. Foss, City Manager Jeffrey S. Gee,Vice President Attest: Caroline Soto,City Clerk Approved as to Form: John Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Services may include construction management of small to medium sized Capital Improvement Program projects and/or improvements associated with private land development, assistance in acquiring approvals from Caltrans' Local Assistance Division on federally-funded projects and/or other funding agencies; other tasks associated with Public Works infrastructure construction; site inspection services, and other tasks as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE POSITION/CLASSIFICATION HOURLY RATE Principal-In-Charge $206 Project Executive $185 Senior Construction Manager $165 Construction Managers $155 Assistant Construction Manager $134 Inspectors $129 Estimator $155 Scheduler $170 REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director, or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailing Wage Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following,the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773,the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s)shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. EXHIBIT C PUBLIC CONTRACT CODE STATEMENTS: STATEMENT 10285.1 STATEMENT 10232 EXHIBIT C Public Contract Code ***PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*** Public Contract Code Section 10285.1 Statement In accordance with Public Contract Code Section 10285.1(Chapter 376,Stats. 1985),the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has_,has not X (mark one' been convicted within the preceding three years of any offenses referred to in that section, including any charge of fraud, bribery, collusion,conspiracy,or any other act in violation of any state or Federal antitrust law in connection with the bidding upon,award of,or performance of,any public works contract,as defined in Public Contract Code Section 1101,with any public entity,as defined in Public Contract Code Section 1100, including the Regents of the University of California or the Trustees of the California State University.The term "proposer" is understood to include any partner, member, officer, director, responsible managing officer, or responsible managing employee thereof,as referred to in Section 10285.1. Note: The proposer must place a check mark after "has" or"has not" in one of the blank spaces provided. The above Statement is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Public Contract Code Section 10162 Questionnaire In accordance with Public Contract Code Section 10162, the Proposer shall complete, under penalty of perjury, the following questionnaire: Has the proposer, any officer of the proposer, or any employee of the proposer who has a proprietary interest in the proposer, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal,state,or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes,explain the circumstances in the following space. Public Contract Code 10232 Statement In accordance with Public Contract Code Section 10232, the PROPOSER, hereby states under penalty of perjury, that no more than one final unappealable finding of contempt of court by a federal court has been issued against the PROPOSER within the immediately preceding two year period because of the PROPOSER's failure to comply with an order of a federal court which orders the PROPOSER to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. By my signature on this proposal I certify, under penalty of perjury under the laws of the State of California, that the foregoing questionnaire and statements of the Public Contract Code Sections 10162, 10232 and 10285.1 are true and correct and that the proposer has complied with the requirements of Section 8103 of the Fair Employment and Housing Commission Regulations (Chapter 5, Title 2 of the California Administrative Code.) By my signature on this proposal I further certify, under penalty of perjury under the laws of the State of California and the United States of America, that the Non-collusion Affidavit required under Title 23 United States Code, Section 112 and Public Contract Code Section 7106; and the Title 49 Code of Federal Regulations, Part 29 Debarment and Suspension Certification are true and correct. May 18,2016 DATE (AUTHORIZED SIGNATURE) Mr.Jeffrey S. Gee,AIA,Vice President/General Manager (NAME AND TITLE) Swinerton Management&Consulting (COMPANY NAME) 260 Townsend Street San Francisco,CA 94107 (COMPANY ADDRESS) CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND VALI COOPER AND ASSOCIATES This Agreement is made and entered into between the City of Dublin ("City")and Vali Cooper and Associates ("Consultant")as of July 1,2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2019,and Consultant shall complete the work described in Exhibit A as assigned by Task Order 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 conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal,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. 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. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; • The beginning and ending dates of the billing period; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects,all hours must also be logged by project assignment o A brief description of the work,and each reimbursable expense • 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; • 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below,and shall not exceed ($3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 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 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. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed,or allowed to lapse without at least thirty(30)days'prior written notice to City of such cancellation,change,or lapse. 4.1 Workers'Compensation. Consultant shall,at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00) per accident. In the alternative,Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer,if insurance is provided,or the Consultant, if a program of self- insurance is provided,shall waive all rights of subrogation against the City and its officers,officials, employees,and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant,at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom,and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 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 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 Liability Insurance. Consultant,at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided, canceled by either party, reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims- made policy form with a retroactive date that precedes the date of this Agreement,Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 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. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced,limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may,at its sole option exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultants 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. To the maximum extent allowed by law,Consultant shall indemnify, keep and save harmless the City,and City Councilmembers,officers, agents and employees against any and all suits,claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions,suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith;and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall,at its expense,satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to,and shall not in any way be limited by,the insurance obligations contained in this Agreement. 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. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;however,otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state,or federal policy,rule,regulation,law,or ordinance to the contrary,Consultant and any of its employees,agents,and subcontractors providing services under this Agreement shall not qualify for or become entitled to,and hereby agree to waive any and all claims to,any compensation,benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System(PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing,Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees,agents,and any subcontractors have all licenses,permits,qualifications,and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees,agents,any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing,Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion,color, national origin,age, physical or mental handicap or disability, medical condition,marital status,sex,or sexual orientation,against any employee,applicant for employment,subcontractor,bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state,and local laws,policies, rules,and requirements related to equal opportunity and nondiscrimination in employment, contracting,and the provision of any services that are the subject of this 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 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination;City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software,video and audio tapes,and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may,in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly,unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience,and specialized personal knowledge. Moreover,a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports,design documents,and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models, charts, studies,surveys, photographs,memoranda, plans,studies,specifications, records,files,or any other documents or materials,in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City,all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit,and/or copying at any time during regular business hours,upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor,at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys'Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of Califomia in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a "conflict of interest,"as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 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 etseq.,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. Principals and those performing work for City of Dublin be required to submit a California Fair Political Practices Commission(FPPC) Form 700:Statement of Economic Interests documenting potential financial conflicts of interest.For additional information, proposers should refer to the FPPC website at http://www,fppc.ca.gov/Form700.html. 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 the City Manager("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: Vali Cooper and Associates Hank Doll,President 2000 Powell Street,Suite 550 Emeryville,CA 94608 Any written notice to City shall be sent to: The City of Dublin Attn:Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Integration. This Agreement,including Exhibits A, B and C, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations,or agreements,either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the 1st day of July,2016. CITY OF DUBLIN CONSULTANT Christopher L. Foss,City Manager Hank Doll, President Attest: Caroline Soto,City Clerk Approved as to Form: John Bakker,City Attorney EXHIBIT A SCOPE OF SERVICES Services may include construction management of small to medium sized Capital Improvement Program projects and/or improvements associated with private land development, assistance in acquiring approvals from Caltrans' Local Assistance Division on federally-funded projects and/or other funding agencies; other tasks associated with Public Works infrastructure construction; site inspection services, and other tasks as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE POSITION/CLASSIFICATION HOURLY RATE PRINCIPAL $238 RESIDENT ENGINEER(ST) $160-$196 RESIDENT ENGINEER (OT) $193-$294 CONSTRUCTION INSPECTOR(DAY ST) $159- 174 CONSTRUCTION INSPECTOR (DAY OT) $218-256 CONSTRUCTION INSPECTOR(DAY DT) $275-341 CONSTRUCTION INSPECTOR(NIGHT ST) $174-$188 CONSTRUCTION INSPECTOR(NIGHT OT) $238-$256 CONSTRUCTION INSPECTOR(NIGHT DT) $303-$341 OFFICE ENGINEER/DOCUMENT CONTROL $96 REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director, or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Pursuant to California Labor Code section 1771.1, Consultant shall be registered with the Department of Industrial Relations. Prevailing Wage Pursuant to California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work. Pursuant to California Labor Code Section 1770 and following, the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which the Work is to be performed. Pursuant to California Labor Code Section 1773, the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which the Work is to be performed for each craft, classification or type of worker needed to perform the project. Pursuant to California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at the City Public Works Department and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. The Contractor is subject to prevailing wage rate compliance monitoring and enforcement by the California Department of Industrial Relations. The contractor or subcontractor(s)shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code,or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to California Labor Code Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to California Labor Code Section 1725.5 at the time the contract is awarded. EXHIBIT C PUBLIC CONTRACT CODE STATEMENTS: STATEMENT 10285.1 STATEMENT 10232 „;,,'{}!l p • I�:� : �. 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"1.1.. ..:f ,i. ..1.� ,r ...''. •/ Y:l,rhe i. •11: :il'i ':1i:ii� ii.:•? � u; ip;:i,ii1'' '11i ',/'�'"'+%'% '.�' ' .,::�ii::'ni.;1'!il': ,11 i'Y:%,,/,n,r�. ...°'V>. j;�,. Y•i� ?"is i',' I r ��i; I. I I I v /. //// J i f /YV l4%. •r/y•//Nn .,9,`•:-..:,. / /;;/''.i::'%1J/ 1 I ; L,�.%"�•��� /tea / aK / � Y , �,�' Ye :• r• ''.;•,..'.., I • • d ••.'i � : f '1!11�� /,::P;:�i�i r I;.N' r .f rr'i N.:e, F CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND BSK ASSOCIATES This Agreement is made and entered into between the City of Dublin ("City")and BSK Associates("Consultant")as of July 1,2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2019,and Consultant shall complete the work described in Exhibit A as assigned by Task Order 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 conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons,Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal,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. 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. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; • The beginning and ending dates of the billing period; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects,all hours must also be logged by project assignment o A brief description of the work,and each reimbursable expense • 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; • 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below,and shall not exceed ($3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 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 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. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed,or allowed to lapse without at least thirty(30)days'prior written notice to City of such cancellation, change,or lapse. 4.1 Workers'Compensation. Consultant shall,at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative,Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer, if insurance is provided,or the Consultant, if a program of self- insurance is provided,shall waive all rights of subrogation against the City and its officers,officials, employees,and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant,at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00)per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury,including death resulting therefrom,and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 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 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 Liability Insurance. Consultant,at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided,canceled by either party, reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims- made policy form with a retroactive date that precedes the date of this Agreement,Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense,any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work.Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 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. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited,or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may,at its sole option exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultants 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. To the maximum extent allowed by law,Consultant shall indemnify, keep and save harmless the City,and City Councilmembers,officers, agents and employees against any and all suits,claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred,in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions,suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith;and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall,at its expense,satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to,and shall not in any way be limited by,the insurance obligations contained in this Agreement. 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. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultants 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 Agent. Except as City may specify in writing,Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity,Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees,agents,and any subcontractors have all licenses, permits,qualifications,and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees,agents,any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing,Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion, color, national origin,age, physical or mental handicap or disability, medical condition,marital status,sex,or sexual orientation,against any employee,applicant for employment,subcontractor,bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state,and local laws,policies, rules,and requirements related to equal opportunity and nondiscrimination in employment,contracting,and the provision of any services that are the subject of this 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 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination,Consultant shall be entitled to compensation for services performed to the effective date of termination;City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software,video and audio tapes,and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly,unless authorized by the Contract Administrator,City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience,and specialized personal knowledge. Moreover,a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports,design documents,and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models, charts, studies,surveys, photographs,memoranda, plans,studies,specifications, records,files,or any other documents or materials,in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that,until final approval by City,all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account,invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit,and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor,at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for dedaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients,but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a "conflict of interest,"as that term is defined in the Political Reform Act,codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 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 etseq.,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. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission(FPPC) Form 700:Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.cov/Form700.html. 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 the City Manager("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: BSK Associates Christiano Melo,Project Manager 324 Earhart Way Livermore,CA 94551 Any written notice to City shall be sent to: The City of Dublin Attn:Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Integration. This Agreement,including Exhibits A. B,and C, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations,representations,or agreements,either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the 1st day of July,2016. CITY OF DUBLIN CONSULTANT Christopher L. Foss,City Manager Christiano Melo, Project Manager Attest: Caroline Soto,City Clerk Approved as to Form: John Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Services may include geotechnical peer review of soils and geologic reports for private land development projects and Capital Improvement Program projects,testing and field observations,attendance at meetings as required. Geologic and/or geotechnical engineering technical peer reviews of development projects to be reviewed may include, but are not limited to: preparation of geotechnical and geologic reports, slope stability calculations,grading plans and proposed remedial grading plans,site improvement plans, retaining wall plans and calculations, creek stabilization plans,Storm Water Pollution Prevention Plans(SWPPP), Geologic Hazard Abatement District(GHAD) proposals and plans of control, interim grading reports and record drawings, geologic and/or geotechnical engineering observations during remedial grading,field inspections, project coordination and meetings with City Staff and developer's consultants. Geotechnical engineering services for a variety of Public Works projects, Capital Improvement Program projects and/or maintenance projects including roads, drainage,and other public facilities, and other tasks associated with Public Works infrastructure design, construction, and/or operation as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE Consultant shall invoice City according to the rate schedule attached as Exhibit C to this Agreement. REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies,etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director, or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 Exhibit C BSI< Associates - 2016 Schedule of Fees - City of Dublin. • PERSONNEL:RATES: TECHNICAL STAFF(Prevailing Wage) Group 4-Technician $ 89.00 Group 3- Engineering Technician $ 93.00 Group 2-Special Inspector $ 98.00 Group 1-Special Inspector • $ 103.00 Field Supervisor $ 125.00 Ground Penetrating Radar Scanning Technician $ 230.00 Core Drilling Technician $ 155.00 • • Floor Flatness Testing Technician $ 129.00 Sample Pickup/Transportation/Delivery $ 89.00 Laboratory Technician $ 89.00 Administrative Assistant/Clerical $ 64.00 PROFESSIONAL STAFF Principal $ 196.00 Senior Professional $ 175.00 Project Professional II/Project Manager $ 155.00 Project Professional I $ 129.00 Staff Professional II $ 110.00 Staff Professional I $ 103.00 Seismic GIS $ 155.00 GIS Specialist $ 91.00 Information Specialist Il $ 125.00 Information Specialist II $ 105.00 Project Administrator $ 69.00 BASIS OF CHARGES FOR FIELD TECHNICIAN SERVICES Field Work from 0 to 2 hours Bill 2 hours Field Work from 2 to 4 hours Bill 4 hours Field Work from 4 to 6 hours Bill 6 hours Field Work from 6 to 8 hours Bill 8 hours Field Work over 8 hours/Saturdays Bill time and a half Sundays,holidays and over 12 hours Bill double time Swing shift(4:00pm to Midnight) Add$15.00 per hour Graveyard Shift Add$20.00 per hour Show-up time (no work performed) Bill 2 hours Sampling or cylinder pickup, minimum charge Bill 2 hours EQUIPMENT/REIMBURSABLES Mileage(Portal to Portal) Included Per Diem(as required) Not Applicable Nuclear Gauge (Day) $ 52.00 Ultrasonic Weld Equipment(Day) $ 52.00 Subconsultant Services Cost+15% Project Administration Fees 7%of Invoice Page 1 of 6 BSI( B.SK Associates - 2016 Schedule of Fees - City of Dublin MATERIALS:1A8oRATOly TESTS. SOILS Moisture Density Curves Standard Proctor,4"(ASTM/AASHTO) $ 210.00 Modified Proctor, 4"Mold(ASTM/AASHTO) $ 210.00 Modified Proctor,6" mold (ASTM D1557) $ 225.00 Caltrans Maximum Wet Density(CT 216) $ 190.00 Check Point $ 120.00 Particle Size Analysis Sieve Analysis w/Wash(ASTM 0422) $ 150.00 Minus#200 Wash,Soil(ASTM D1140) $ 75.00 Hydrometer Analysis(ASTM D422) $ 200.00 Double Hydrometer(ASTM D4221) $ 275.00 Specific Gravity of Soil(ASTM D854) $ 140.00 Visual Classification(ASTM D2488) $ 40.00 Sand Equivalent(ASTM D2419) $ 110.00 %Organics in Soil(ASTM 02974) $ 120.00 Atterberg Limits Plasticity index(ASTM D4318) $ 195.00 Shrinkage Limits of Soils(ASTM D427) $ 180.00 Moisture Density Test Tube Density $ 45.00 Moisture Content of Soils(ASTM D2216) $ 40.00 Swell Tests Expansion Index of Soils(UBC No.29) $ 210.00 Shear Tests Direct Shear,Undisturbed(ASTM D3080) $ 195.00 Direct Shear, Remolded(ASTM D3080) $ 230.00 Triaxial Compression Testing QUOTE Consolidation Tests Consolidation(ASTM D2435) $ 370.00 Consolidation, Extra Points(ASTM D2435) $ 50.00 Collapse Potential of Soils(ASTM D2435) $ 180.00 Remolded Consolidation (ASTM D2435) $ 315.00 One-Dimen Swell of Soil(ASTM D4546) $ 115.00 Unconfined Compression Unconfined Compression (ASTM D2166) $ 115.00 Page 2 of 6 BSK 1 • BSK_Asso dates - 201$ Schedule of Fees - C t a bublin • MATERIAL ABORATORV T,E515.. "R"Value Determination R-Value of Soils (CT 301) $ 350.00 R-Value of Treated Materials(CT 301)) $ 390.00 California Bearing Ratio(CBR) CBR at 100%(ASTM 01883 or AASHTO T-180) $ 450.00 CBR at 95%(ASTM D1883 or AASHTO T-180) $ 880.00 Permeability Tests Rigid Wall Permeability(ASTM D2434) $ 250.00 Flexible Wall Permeability(ASTM D5084) $ 390.00 Remolded Flexwall Perm(ASTM 05084) $ 495.00 Soil Corrosivity Tests Minimum Resistivity of Soils(CT 643) $ 125.00 pH $ 60.00 Soluble Sulfate,Chloride and Sulfide $ 115.00 Oxidation Reduction of Soil $ 50.00 Sall Cement Tests Freeze Thaw Abrasion(ASTM 0560) $ 555.00 Wetting-Drying Abrasion (ASTM D559) $ 530.00 Preparation of Freeze-Thaw or Wetting-Drying Tests $ 665.00 Soil Cement Compression(ASTM D1633) $ 215.00 Cement Content Soil Cement(ASTM C1084) $ 215.00 Other Sample Preparation $ 60.00 • Crumb Test Disperstion(ASTM 06572) $ 70.00 Pinhole Dispersion Test(ASTM) $ 225.00 Sand Density Calibration(ASTM D1566) $ 70.00 GALVANIZED COATINGS Wt.of Galvanized Coating (ASTM A 90) $ 85.00 WOOD PRODUCTS Lumber Specific Gravity and Shrinkage(ASTM 0143) $ 100.00 Moisture Content, Oven Dry(ASTM D2016, Method A) $ 45.00 Moisture Content, Meter(ASTM 02016, Method B) $ 30.00 Plywood Plywood Glue Shear Test(ASTM D805) QUOTE Moisture Absorption of Plywood(ASTM 0805) $ 70.00 Page 3 of 6 BSi( BSK Associates - 2016 Schedule of Fees - Ci#y.of Dublin M41ThALS LA4.60,to Y!TTsTS Glue-Laminated Timbers Finger Joint Tension Test (AITC Test 106) $ 50.00 Bending Test for End Joints(AITC Test 105) $ 50.00 Adhesive Spread Measurment(AITC Test 102) $ 50.00 Moisture Content and Specific Gravity(AITC Test 111) $ 70.00 AGGREGATES Sieve Analysis Coarse or Fine (ASTM 0.36) $ 75.00 Sieve Analysis w/Fineness Modulus $ 80.00 Minus 200 Wash,Aggregates(ASTM C117) $ 75.00 Specific Gravity/Absorption (ASTM C127) $ 140.00 Specific Gravity/Absorption(ASTM C128) $ 140.00 Organic Impurities(ASTM C40) • $ 75.00 %Lumps/Friable Particles(ASTM C142) $ 75.00 %Flat and Elongated(ASTM D4791) $ 110.00 Moisture Content(ASTM D2216) $ 40.00 Aggregate Wt., pcf Compacted(ASTM C29) $ 70.00 Aggregate Wt.,pd Loose(ASTM C29) $ 60.00 Abrasion by LA Rattler,Small Size(ASTM C131) $ 210.00 Abrasion by LA Rattler,Large Size(ASTM C131) $ 250.00 Sodium Sulfate Soundness, Per Sieve(ASTM C88) $ 95.00 Sodium Sulfate Soundness, Min.Charge(ASTM C88) $ 310.00 Relative Mortar Strength of Sand(ASTM C87) $ 380.00 Sand Equivalent(ASTM D2419 OR CT 217-I) $ 110.00 Durability Index(CT 229) $ 225.00 Potential Reactivity of Aggregates QUOTE Cleanness Value of Aggregate(CT 227) $ 160.00 Hydrometer(ASTM D422 OR CT 205-E) $ 200.00 %Crushed particles(CT 205) $ 145.00 Lightweight Pieces(ASTM 123) $ 195.00 REINFORCING STEEL Tensile&Bend of Rebar,#3-#8 $ 130.00 Tensile& Bend of Rebar,#9-#11 $ 130.00 Bend Test of Rebar $ 50.00 Slip and Tensile Rebar Couplers(CT 670) $ 190.00 Tension Test of Welded Wire Fabric QUOTE Bend Test of Welded Wire Fabric QUOTE Weld Shear Test,Welded Wire Fabric QUOTE PT Cable Tensile and Elongation (ASTM A416 or A421) $ 250.00 PT Cable Preparation QUOTE CALIBRATION Torque Wrench $ 155.00 Hydraulic Jack $ 150.00 Page 4 of 6 BSK SK Associates - 2016 Schedule of Fees - CM" of Dublin MATERIALS LABORATORY TESTS , HOT MIX ASPHALT Mix Design, HVEEM 5 2,750.00 Mix Design, Marshall $ 3,250.00 AC Content by Centrifuge (ASTM 02172) $ 250.00 AC Ash Correction (ASTM 02172) $ 250.00 AC Content-Ignition ASTM D6307 or CT382 $ 200.00 Moisture Content of Asphalt(CT 370) $ 60.00 Gradation/Extraction Aggregate (ASTM D5444) $ 120.00 Film Stripping $ 80.00 Stabilometer Value(CT 366) $ 350.00 AC Core Specific Gravity(ASTM D2726) $ 50.00 AC Max Density Rice Method(ASTM D2041) $ 225.00 Moisture Vapor Susceptibility(CT 307) $ 180.00 AC Surface Abrasion (CT 360) $ 440.00 Index Retained Strength(ASTM D1074-D1075) $ 400.00 AC Hveem Maximum Density(CT 375) $ 400.00 Marshall Stability and Flow(ASTM D6927) $ 225.00 Calculated AC Maximum Density(CT 367) $ 85.00 Marshall Maximum Density,50 Blows(ASTM D6926) $ 255.00 Examination of AC Cores $ 30.00 Thickness Determination of AC Cores $ 20.00 AC Tensile-Strength Premixed ASTM D4867 $ 575.00 AC Tensile-Strength Lab Mixed ASTM D4867 $ 675.00 MASONRY Concrete Masonry Units Testing(ASTM C90) Compression Test Pavers,Single $ 70.00 Compression Test Composit CMU Prism $ 145.00 Specific Gravity and Unit Weight $ 100.00 Moisture Content 5 50.00 • Compression Test,Masonry Units(ASTM C140) $ 90.00 Absorption/Moisture Content(ASTM C140) $ 90.00 Linear Shrinkage(ASTM C426) $ 365.00 Masonry Core Shear Test(Title 24) $ 95.00 Masonry Core Compression/Shear Test(Title 24) $ 165.00 Compression Test Brick, Each(ASTM C67) $ 70.00 Absorption/Unit Wt.of Brick(ASTM C67) $ 70.00 Compression Test Grout(Set of 3 or 4) $ 105.00 Compression Test Mortar (Set of 3 or 4) $ 100.00 FIREPROOFING Cohesion/Adhesion Fireproofing Materials $ 110.00 Dry Density Fireproofing(ASTM E605) $ 80.00 Page 5 of 6 BSI( BSK Associates - 2016 Schedule of Fees Cite blin MA118IA49;L4801 AtORY-TESTS CONCRETE Cement Content Concrete(ASTM C1084) $ 335.00 Chemical Test(ASTM C150) QUOTE Set limes Cement-Vicat Needle(ASTM C191) $ 275.00 Specific Gravity of Hydraulic Cement(ASTM C191) $ 135.00 Lineal Shrinkage Set of 3(ASTM C157) $ 350.00 Compression Test of Concrete-1(ASTM C39) $ 30.00 Compression Test of Concrete-4(ASTM C39) $ 120.00 Compression Test of Core(ASTM C42) $ 55.00 Preparation of Specimens, Sawing $ 60.00 Compressive Strength of Shotcrete Panel $ 280.00 Proportion of Cement in Concrete(ASfM C85) $ 325.00 Flexural Test Per Beam(ASTM C78) $ 80.00 Splitting Tensile Strength of Concrete(ASTM C496) $ 80.00 Unit Weight Lt Wt Concrete(ASTM C567) $ 50.00 "AZ"Test-Reinforced Concrete Pipe"Life Factor" $ 70.00 9 Pt Core Measurements, Each(ASTM C174) $ 30.00 Compressive Strength of Gunite $ 55.00 Concrete Trial Batches QUOTE Unit Weight&Abs Concrete(ASTM D642) $ 110.00 Accelerated Curing of Concrete (ASTM C684) $ 225.00 Cylinder Molds (each) $ 6.00 Storage of Concrete Cylinders for more than 45 Days $ 55.00 RH Probe $ 55.00 Calcium Chloride Kit $ 35.00 Mixing Water(pH,elec. conductance,chloride, sulfate) $ 85.00 Contact Soil (pH,elec.conductance,chloride,sulfate) $ 105.00 WELDING AND STRUCTURAL STEEL Welder Qualification Testing Welder/Procedure Welder Qualification Testing QUOTE Face Bend of Steel $ 50.00 Root Bend of Weld Coupon $ 50.00 Side Bend of Weld Coupon $ 50.00 Tensile Test of Steel Coupon $ 70.00 Bend Test of Steel Coupon $ 60.00 Machining Charges(Per Coupon) QUOTE Brinell Hardness of Steel(ASTM E10) $ 85.00 Rockwell Hardness of Steel(ASTM E18) $ 85.00 Bolt Ultimate Load $ 125.00 Bolt Hardness(set of 3) $ 85.00 Nut Hardness(set of 3) $ 85.00 Washer Hardness(set of 3 $ 85.00 Proof Loading,bolt or nut $ 125.00 Page 6 of 6 13 `1 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CAL ENGINEERING AND GEOLOGY This Agreement is made and entered into between the City of Dublin ("City")and Cal Engineering and Geology ("Consultant")as of July 1,2016 (the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2019, and Consultant shall complete the work described in Exhibit A as assigned by Task Order 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 conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement, desires the reassignment of any such persons,Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, 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. 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. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; • The beginning and ending dates of the billing period; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense • 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; • 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed ($3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 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 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. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory'and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 04 12. In the event Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed, or allowed to lapse without at least thirty(30)days'prior written notice to City of such cancellation,change, or lapse. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense,maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative,Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer, if insurance is provided, or the Consultant, if a program of self- insurance is provided,shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00)per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury,including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 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 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 Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided,canceled by either party, reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims- made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 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 AVI I. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 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. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner,Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required,City may, at its sole option exercise any of the following remedies,which 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. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City,and City Councilmembers,officers, agents and employees against any and all suits,claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall, at its expense, satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by,the insurance obligations contained in this Agreement. 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. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state,or federal policy, rule, regulation, law,or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation,benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System(PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent Except as City may specify in writing,Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits,qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition,marital status, sex,or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies,rules, and requirements related to equal opportunity and nondiscrimination in employment,contracting, and the provision of any services that are the subject of this 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 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs,computer software,video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator,City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement,City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models,charts, studies,surveys, photographs,memoranda, plans,studies, specifications, records,files,or any other documents or materials, in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years, or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 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. Principals and those performing work for City of Dublin rmi be required to submit a California Fair Political Practices Commission(FPPC)Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html. 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 the City Manager("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: Cal Engineering and Geology Phil Gregory, Principal-in-Charge 1870 Olympic Boulevard, Suite 100 Walnut Creek,CA 94596 Any written notice to City shall be sent to: The City of Dublin Attn:Gary Huisingh 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement, including Exhibits A and B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations,or agreements, either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the 1st day of July, 2016. CITY OF DUBLIN CONSULTANT Christopher L. Foss,City Manager Phil Gregory, Principal-in-Charge Attest: Caroline Soto,City Clerk Approved as to Form: John Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Services may include geotechnical peer review of soils and geologic reports for private land development projects and Capital Improvement Program projects,testing and field observations, attendance at meetings as required. Geologic and/or geotechnical engineering technical peer reviews of development projects to be reviewed may include, but are not limited to: preparation of geotechnical and geologic reports, slope stability calculations, grading plans and proposed remedial grading plans, site improvement plans, retaining wall plans and calculations,creek stabilization plans, Storm Water Pollution Prevention Plans(SWPPP), Geologic Hazard Abatement District(GHAD)proposals and plans of control, interim grading reports and record drawings, geologic and/or geotechnical engineering observations during remedial grading,field inspections, project coordination and meetings with City Staff and developer's consultants. Geotechnical engineering services for a variety of Public Works projects, Capital Improvement Program projects and/or maintenance projects including roads, drainage, and other public facilities, and other tasks associated with Public Works infrastructure design, construction, and/or operation as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE Personnel Rate Principal Engineer/Geologist $220 per hour Associate Engineer/Geologist $195 per hour Senior Engineer/Geologist $179 per hour Project Engineer/Geologist $144 per hour Staff Engineer/Geologist $128 per hour Technician(Straight rate prevailing wage) $115 per hour Project Assistant $ 82 per hour Administration/Clerical $ 77 per hour Special Inspector(Straight rate prevailing wage) $118 per hour Deposition/Court Testimony(minimum 4 hours) $360 per hour Laboratory Test Fees Concrete Compressive Strength Testing $ 35 per test Moisture Content(ASTM D 2216) $ 20 per test Moisture&Density(ASTM D 4318) $ 28 per test Atterberg Limits(ASTM D 4318) $180 per test Compaction Curve,4" mold ASTM D 1557) $230 per test Compaction Curve, 6" mold ASTM D 1557) $280 per test Wash over#200 Sieve(AST D 1140) $ 65 per test Sieve Analysis with#200 Wash (ASTM D 422) $130 per test Sieve& Hydrometer(ASTM D 422) $205 per test Reimbursable Rates Nuclear Gage $ 50 per day Inclinometer Vane $175 per day Shear Device $100 per day REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director, or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND COTTON, SHIRES AND ASSOCIATES,INC. This Agreement is made and entered into between the City of Dublin ("City")and Cotton,Shires and Associates, Inc. ("Consultant")as of July 1,2016 (the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement,Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2019, and Consultant shall complete the work described in Exhibit A as assigned by Task Order 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 conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement.In the event that City, in its sole discretion,at any time during the term of this Agreement, desires the reassignment of any such persons,Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, 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. 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. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; • The beginning and ending dates of the billing period; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense • 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; • 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed ($3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 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 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. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore, the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory" and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant, Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed, or allowed to lapse without at least thirty(30)days'prior written notice to City of such cancellation, change,or lapse. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative,Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer,if insurance is provided,or the Consultant, if a program of self- insurance is provided,shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00)per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury,including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 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 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, retum receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultants insurer if such coverage is suspended,voided or reduced in coverage or in limits. [4.3 Professional Liability Insurance. Consultant, at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided, canceled by either party, reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims- made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 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. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner,Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultants 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. To the maximum extent allowed by law,Consultant shall indemnify, keep and save harmless the City, and City Councilmembers,officers, agents and employees against any and all suits,claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred,in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions,suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall, at its expense,satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by,the insurance obligations contained in this Agreement. 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. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;however,otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state,or federal policy, rule, regulation,law,or ordinance to the contrary,Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to,any compensation,benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System(PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent Except as City may specify in writing,Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits,qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition,marital status, sex,or sexual orientation, against any employee, applicant for employment, subcontractor,bidder for a subcontract, or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this 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 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination,Consultant shall be entitled to compensation for services performed to the effective date of termination;City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs,computer software,video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension,City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator,City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assianment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement,City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications,drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models,charts, studies,surveys, photographs,memoranda, plans,studies,specifications, records,files,or any other documents or materials, in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor,at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a "conflict of interest,"as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12)months, an employee, agent, appointee,or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 ef.seq.,the entire Agreement is void and Consultant will not be 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. Principals and those performing work for City of Dublin u be required to submit a California Fair Political Practices Commission(FPPC)Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html. 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 the City Manager("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: Cotton,Shires and Associates, Inc. Ted Sayre, Principal Engineering Geologist 330 Village Lance Los Gatos,CA 95030 Any written notice to City shall be sent to: The City of Dublin Attn:Gary Huisingh 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement,including Exhibits A and B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations,representations, or agreements, either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the 1st day of July, 2016. CITY OF DUBLIN CONSULTANT Christopher L. Foss, City Manager Ted Sayre, Principal Engineering Geologist Attest: Caroline Soto,City Clerk Approved as to Form: John Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Services may include geotechnical peer review of soils and geologic reports for private land development projects and Capital Improvement Program projects,testing and field observations, attendance at meetings as required. Geologic and/or geotechnical engineering technical peer reviews of development projects to be reviewed may include, but are not limited to: preparation of geotechnical and geologic reports, slope stability calculations, grading plans and proposed remedial grading plans, site improvement plans, retaining wall plans and calculations,creek stabilization plans, Storm Water Pollution Prevention Plans(SWPPP), Geologic Hazard Abatement District(GHAD)proposals and plans of control, interim grading reports and record drawings, geologic and/or geotechnical engineering observations during remedial grading,field inspections, project coordination and meetings with City Staff and developer's consultants. Geotechnical engineering services for a variety of Public Works projects, Capital Improvement Program projects and/or maintenance projects including roads, drainage, and other public facilities, and other tasks associated with Public Works infrastructure design, construction, and/or operation as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE Peer Review: Principal Geologist/Engineer $18O.00/hr. Supervising Geologist/Engineer $165.00/hr. Senior Geologist/Engineer $13O.00/hr. Staff Geologist/Engineer $115.00/hr. Investigation Rates: Principal Geologist/Engineer $235/hr Supervising Geologist/Engineer $195/hr Senior Geologist/Engineer $17O/hr Senior GIS Specialist $165/hr Senior Staff Geologist/Engineer $15O/hr Staff Geologist/Engineer $135/hr Technical Illustrating $1O5/hr Equipment and Supply Charges: Inclinometer System $175/day Piezometer Data Acquisition System $100/day Total Station Surveying Equipment $250/day GPS Surveying Equipment $350/day Nuclear Moisture/Unit Weight Gauge $150/day Engineering (Large Format) Copier $ .50/ft2 Computer Assisted Color Plotting $ 12/sq. ft. Expert Witness Consultation Charges Expert witness testimony for court appearances and binding arbitrations shall be charged on a daily basis (minimum one day increments) at a rate of$3,960 per day. Deposition testimony shall be charged at a rate of$495 per hour (minimum one hour charge). Preparation time for depositions or court appearances shall be charged on a time-and-expense basis in accordance with the Personnel, Equipment, and Expense charges listed herein. Laboratory Testing and Geophysical Service Charges Laboratory testing and geophysical services shall be charged on a time-and-materials basis in accordance with the Personnel, Equipment, and Expense charges listed herein. REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director, or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND ENGEO INCORPORATED This Agreement is made and entered into between the City of Dublin ("City")and ENGEO Incorporated ("Consultant") as of July 1,2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2019,and Consultant shall complete the work described in Exhibit A as assigned by Task Order 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 conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal,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. 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. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; • The beginning and ending dates of the billing period; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects,all hours must also be logged by project assignment o A brief description of the work,and each reimbursable expense • 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; • 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below,and shall not exceed ($3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 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 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. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed,or allowed to lapse without at least thirty(30)days'prior written notice to City of such cancellation, change,or lapse. 4.1 Workers'Compensation. Consultant shall,at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative,Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer,if insurance is provided,or the Consultant, if a program of self- insurance is provided,shall waive all rights of subrogation against the City and its officers,officials, employees,and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant,at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00)per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom,and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 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 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 Liability Insurance. Consultant,at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided,canceled by either party, reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work,so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims- made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense,any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work.Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 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. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited,or materially affected in any other manner,Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required,City may,at its sole option exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultants 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. To the maximum extent allowed by law,Consultant shall indemnify, keep and save harmless the City,and City Councilmembers,officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred,in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions,suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith;and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall,at its expense,satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to,and shall not in any way be limited by,the insurance obligations contained in this Agreement. 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. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;however,otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state,or federal policy, rule, regulation,law,or ordinance to the contrary,Consultant and any of its employees,agents,and subcontractors providing services under this Agreement shall not qualify for or become entitled to,and hereby agree to waive any and all claims to,any compensation,benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System(PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing,Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied,pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another govemmental entity,Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees,agents,and any subcontractors have all licenses,permits,qualifications,and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees,agents,any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing,Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion,color, national origin,age, physical or mental handicap or disability, medical condition, marital status,sex,or sexual orientation,against any employee,applicant for employment,subcontractor,bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state,and local laws,policies, rules,and requirements related to equal opportunity and nondiscrimination in employment, contracting,and the provision of any services that are the subject of this 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 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 exdusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Consultant understands and agrees that,if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience,and specialized personal knowledge. Moreover,a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement,City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports,design documents,and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models,charts, studies,surveys, photographs,memoranda, plans,studies,specifications, records,files,or any other documents or materials,in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that,until final approval by City,all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit,and/or copying at any time during regular business hours,upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor,at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California, 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a "conflict of interest,"as that term is defined in the Political Reform Act,codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 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 etseq.,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. Principals and those performing work for City of Dublin may be required to submit a California Fair Political Practices Commission(FPPC) Form 700:Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http:/lwww.fppc.ca.gov 1Form700.html. 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 the City Manager("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: ENGEO Incorporated Josef Tootle,Principal 2010 Crow Canyon Place,Suite 250 San Ramon,CA 94583 Any written notice to City shall be sent to: The City of Dublin Attn:Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Integration. This Agreement, including Exhibits A and B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations,representations,or agreements,either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the 1st day of July,2016. CITY OF DUBLIN CONSULTANT Christopher L. Foss,City Manager Josef Tootle,Principal Attest: Caroline Soto,City Clerk Approved as to Form: John Bakker,City Attorney EXHIBIT A SCOPE OF SERVICES Services may include geotechnical peer review of soils and geologic reports for private land development projects and Capital Improvement Program projects, testing and field observations,attendance at meetings as required. Geologic and/or geotechnical engineering technical peer reviews of development projects to be reviewed may include, but are not limited to: preparation of geotechnical and geologic reports, slope stability calculations,grading plans and proposed remedial grading plans,site improvement plans, retaining wall plans and calculations, creek stabilization plans, Storm Water Pollution Prevention Plans(SWPPP), Geologic Hazard Abatement District(GHAD) proposals and plans of control, interim grading reports and record drawings,geologic and/or geotechnical engineering observations during remedial grading, field inspections, project coordination and meetings with City Staff and developer's consultants. Geotechnical engineering services for a variety of Public Works projects, Capital Improvement Program projects and/or maintenance projects including roads, drainage,and other public facilities, and other tasks associated with Public Works infrastructure design, construction, and/or operation as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE President $305.00 per hour Principal Engineer/Geologist $250.00 per hour Associate Engineer/Geologist $225.00 per hour Senior Engineer/Geologist $200.00 per hour Project Engineer/Geologist/Manager $180.00 per hour Environmental Scientist $175.00 per hour Sta ffEngineer/Geolo gist $160.00 per hour Assistant Engineer $135.00 per hour Construction Services Manager $158.00 per hour Senior Field Representative II $143.00 per hour Senior Field Representative I $128.00 per hour Field Representative $118.00 per hour Environmental Technician $125.00 per hour Senior Laboratory Technician $145.00 per hour Laboratory Technician $130.00 per hour CAD/GIS Specialist $128.00 per hour Network Administrator $195.00 per hour Project Assistant $113.00 per hour Deposition,Mediation,Arbitration,or Court Appearance:$2,000.00 half day,$4,000.00 full day REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead,equipment,travel within the San Francisco Metropolitan Bay Area, office supplies,etc. Reimbursable items, if any,are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%,and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director,or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 EXHIBIT C Public Contract Code ***PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*** Public Contract Code Section 10285.1 Statement In accordance with Public Contract Code Section 10285.1(Chapter 376,Stats.1985),the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has_,has not X (mark one) been convicted within the preceding three years of any offenses referred to in that section,including any charge of fraud, bribery,collusion,conspiracy,or any other act in violation of any state or Federal antitrust law in connection with the bidding upon,award of,or performance of,any public works contract,as defined in Public Contract Code Section 1101,with any public entity,as defined in Public Contract Code Section 1100,including the Regents of the University of California or the Trustees of the California State University.The term"proposer"is understood to include any partner,member,officer,director, responsible managing officer,or responsible managing employee thereof,as referred to in Section 10285.1. Note: The proposer must place a check mark after"has"or"has not"in one of the blank spaces provided.The above Statement is part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Public Contract Code Section 10162 Questionnaire In accordance with Public Contract Code Section 10162,the Proposer shall complete,under penalty of perjury,the following questionnaire: Has the proposer,any officer of the proposer,or any employee of the proposer who has a proprietary interest in the proposer, ever been disqualified,removed,or otherwise prevented from bidding on,or completing a federal,state,or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes,explain the circumstances in the following space. a::l, :I:.I,-n,r,:.;, 1: 11 11101il`,1111 ,�1,1 il, :910 L; rr •II' ia. V 1i1111 l 1V:11:111 j' ill° •;I',fj;::`. :',i ;t,I ..,I. ! I ' 'I 7 1 .r:! !.ii ajl..' :ill.y•.'k,:� '1, I 1 I i II. l . j. } II :.l I1 Ilaa'I'II i11, aiil111,l1,e: { I '1:11 I I. .I; ;;11. L 1 4 t pl1 i ' r,;1 •, ;:�;I ;i 3 ,'1 i� L'1,�.,I:It,. �I;:: III III i b il,:�.11 I I SIII � :1�. ;r+I I: �:I..I, , II, hill f •I,I r ..;, .r.... IfLNNII ' t 1 itt:ll j ; II:II"{ I 'I I I,; ; 1 Ijol ,a, 1!:•:t.t 111.:1 ..II ;r P j" I I., ;1 �,• 11 1 11 Ei ..1:I ,{ I I: li Ili I 1111j111 1111 I NI: 'i' i ,I' I II I it 11 r, +'( : 111 41 "i'a; ,, �11 i' i 'I's' .�J ,I If1}fl i 111 ! ,.,,::::,J4..,.:, li' fl !.II lii . "yi" v,'tif .. .RliAy{i{'1 i �,iL1i�',:i. t I ii1`i,l Publ'ie.Contract Cod lfl , , t�4 1 :...1;111 ( 1 ••••', ,,.J_ 1 .. !: 1 „ i,1 I ! •;I, li,•l:ii!!il,°;.;�. X11:`''• I III 11 I II I 1• ! 11111 II I IIII:. 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The a��ve Statement and Questlamra+re are art of the Pro p(sai 5a�1n this Proposal�'the: ,` 1i:,i 1 S. ° ' signature port9c th'ereof'shall;:alsoHconstitute signature of this Statetr>,ent acid Questionnaire-:Pnopo�+sers 1! ark that m ertifi ;•• �"f subject t'h1e eertifeer Itt+criminal R , I 1 ca�ltivrted aicing a false c Catlot� rn suij '', ,(+I ' Ily fly n' re'on,this proposal I-�certifr under penal , '1')•,,I•f 'g �t'u , Iky of jaerjury,cinder this l�vvs of'th+e�tati'e°pfll 1 ire and statements of the Public Contrlact'Code Sections 101'52, Cal ihof'- ''•that the fioregoirr questignna 1 3 q 85• : are true and Correct and that the proposer has Gt?,>�p#i�,t1'�rif�'Ithe're+�,�airerment5 of I, 1-,- :. 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I j•. ..I . .r ... :... , , 11 I ' . 1 111 I l • i 'I, Vii, I ii Ir I 1 i, I. '6 i' :t 1.' :II 1 'Iw r,l�i, 1 ii a,: r „' ii • .rt ,1 •;;!;;;;.,''II . . . . . . , CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND GEOCON CONSULTANTS,INC This Agreement is made and entered into between the City of Dublin ("City")and GEOCON Consultants, Inc. ("Consultant")as of July 1,2016(the"Effective Date"). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A,the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2019,and Consultant shall complete the work described in Exhibit A as assigned by Task Order 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 conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement,desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal,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. 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. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice,etc.; • The beginning and ending dates of the billing period; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects,all hours must also be logged by project assignment o A brief description of the work,and each reimbursable expense • 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; • 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below,and shall not exceed ($3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 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 fumish physical facilities such as desks,filing cabinets,and conference space,as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location,quantity,and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense,including but not limited to computer,long-distance telephone or other communication charges,vehicles,and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant,at its own cost and expense,shall procure"occurrence coverage"insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives,employees,and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s)and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory"and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed,or allowed to lapse without at least thirty(30)days'prior written notice to City of such cancellation, change,or lapse. 4.1 Workers'Compensation. Consultant shall,at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative,Consultant may rely on a self- insurance program to meet those requirements,but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer,if insurance is provided,or the Consultant, if a program of self- insurance is provided,shall waive all rights of subrogation against the City and its officers,officials, employees,and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultants insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant,at its own cost and expense,shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00)per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury,including death resulting therefrom,and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum score of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 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 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 Liability Insurance. Consultant,at its own cost and expense,shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided,canceled by either party, reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims- made policy form with a retroactive date that precedes the date of this Agreement, Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise,at the Consultant's sole cost and expense,any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work.Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents. Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 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. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited,or materially affected in any other manner,Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may,at its sole option exercise any of the following remedies,which are alternatives to other remedies City may have and are not the exclusive remedy for Consultants 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. To the maximum extent allowed by law, Consultant shall indemnify, keep and save harmless the City,and City Councilmembers,officers, agents and employees against any and all suits, claims or actions arising out of any injury to persons or property, including death,that may occur,or that may be alleged to have occurred,in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions,suits or claims and pay all charges of attomeys and all other costs and expenses arising therefrom or incurred in connection therewith;and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall,at its expense,satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to,and shall not in any way be limited by,the insurance obligations contained in this Agreement. 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. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;however,otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City,state,or federal policy, rule, regulation,law,or ordinance to the contrary, Consultant and any of its employees,agents,and subcontractors providing services under this Agreement shall not qualify for or become entitled to,and hereby agree to waive any and all claims to,any compensation,benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System(PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing,Consultant shall have no authority, express or implied,to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees,agents,and any subcontractors have all licenses,permits,qualifications,and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees,agents,any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing,Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion,color, national origin,age, physical or mental handicap or disability, medical condition,marital status,sex,or sexual orientation,against any employee,applicant for employment,subcontractor,bidder for a subcontract,or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal,state,and local laws,policies, rules,and requirements related to equal opportunity and nondiscrimination in employment,contracting,and the provision of any services that are the subject of this 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 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination,Consultant shall be entitled to compensation for services performed to the effective date of termination;City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs,computer software,video and audio tapes,and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion,extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement,as provided for herein. Consultant understands and agrees that, if City grants such an extension,City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly,unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience,and specialized personal knowledge. Moreover,a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein,other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans,specifications,drawings, reports,design documents,and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports,data, maps, models,charts, studies,surveys, photographs,memoranda, plans,studies,specifications, records,files,or any other documents or materials,in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that,until final approval by City,all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks,and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years,or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection,audit,and/or copying at any time during regular business hours,upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor,at the request of City or as part of any audit of the City, for a period of three(3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys'Fees. If a party to this Agreement brings any action, including an action for declaratory relief,to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable,the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a "conflict of interest,"as that term is defined in the Political Reform Act,codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 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. Principals and those performing work for City of Dublin nm be required to submit a California Fair Political Practices Commission(FPPC) Form 700:Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html. 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 the City Manager("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: GEOCON Consultants Inc. Shane Rodacker, Principal 6671 Brisa Street Livermore,CA 94550 Any written notice to City shall be sent to: The City of Dublin Attn:Gary Huisingh 100 Civic Plaza Dublin,CA 94568 10.11 Integration. This Agreement, including Exhibits A and B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations,representations,or agreements,either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the 1st day of July,2016. CITY OF DUBLIN CONSULTANT Christopher L. Foss,City Manager Josef Tootle, Principal Attest: Caroline Soto,City Clerk Approved as to Form: John Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Services may include geotechnical peer review of soils and geologic reports for private land development projects and Capital Improvement Program projects, testing and field observations,attendance at meetings as required. Geologic and/or geotechnical engineering technical peer reviews of development projects to be reviewed may include, but are not limited to: preparation of geotechnical and geologic reports, slope stability calculations,grading plans and proposed remedial grading plans,site improvement plans, retaining wall plans and calculations, creek stabilization plans,Storm Water Pollution Prevention Plans(SWPPP), Geologic Hazard Abatement District(GHAD) proposals and plans of control, interim grading reports and record drawings, geologic and/or geotechnical engineering observations during remedial grading, field inspections, project coordination and meetings with City Staff and developer's consultants. Geotechnical engineering services for a variety of Public Works projects, Capital Improvement Program projects and/or maintenance projects including roads,drainage,and other public facilities, and other tasks associated with Public Works infrastructure design, construction, and/or operation as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE PROFESSIONAL SERVICES Engineering Assistant,Laboratory Technician $75/hr. Engineering Field Technician I(including Nuclear Gauge),Special Inspector' 75/100(PW)*/hr. Engineering Field Technician II(including Nuclear Gauge),Special Inspector II 80/105(PW)*/hr. Engineering Field Technician III(including Nuclear Gauge),Special Inspector III 90/115(PW)*Ihr. Word Processor,Technical Editor,Draftsman 75/hr. Research Assistant,Technical Illustrator,Sr.Draftsman 85/hr. Project Coordinator,GIS Specialist 95/hr. Staff Engineer/Geologist/Scientist 105/hr. Senior StaffEngineer/Geologist/Scientist 115/hr. Project Engineer/Geologist/Scientist 125/hr. Senior Project Engineer/Geologist/Scientist 135/hr. Senior Engineer/Geologist/Scientist 155/hr. Associate Engineer/Geologist/Scientist 185/hr. Principal Engineer/Geologist/Scientist, Litigation Support 225/hr. Deposition,Court Appearance 400/hr. Overtime and Saturday Rate 1.5X Regular Hourly Rate Sunday and Holiday Rate 2X Regular Hourly Rate Minimum Field Services Fee(per day or call-out) 2 Hours *$25/hour Surcharge for Technicians and Inspectors for Prevailing Wage(P W)per requirements of California Labor Code§720,et.Seq. EQUIPMENT&ANALYTICAL TESTS Nuclear Gauge Included in Field Technician Rate Level D PPE/Decon Rinse Equipment $50/day Pick-up Truck $125/day pH/Conductivity/TemperatureMeter 50/day Equipment Truck 200/day 55-gallon drum 55/ea. Direct-Push Rig/Operator 165/190(PW)*/hr. TPIIg/BTEX(EPA 8015M/8021B) 70/ea. Direct-Push Sample Liner 10/ea. TPHg/BTEX/MTBE (EPA 8015M/8260B) 100/ea. Equipment Trailer 100/day TPHd/TPHmo(EPA 8015M) 75/ea. Wenner 4-Pin Earth Resistivity Meter 150/day Fuel Oxygenate Compounds(EPA 8260B) 110/ea. Coring Machine(concrete,asphalt,masonry) 175/day Volatile Organic Compounds(EPA 8260B) 150/ea. Dynamic Cone Penetrometer 150/day Semi-Volatile Organic Compounds(EPA 8270) 300/ea. Dilatometer(DMT)Test Equipment 750/day CAM 17 Metals(EPA 6010B) 170/ea. Generator or Air Compressor 100/day Single Metal (EPA 6010B) 20/ea. GPS Unit 160/day Pesticides(EPA 8081) 125/ea. Drive-Tube Sampler or Hand-Auger 40/day Soil pH(EPA 9045C) 20/ea. Soil Sample Tube(Brass or Stainless) 10/ea. WET or TCLP Extraction 75/ea. Water Level Indicator 40/day Sample Co mpositing 20/composite Battery-Powered Pump 75/day Photo-Ionization Meter 125/day LABORATORY TESTS** COMPACTION CURVES SOIL AND AGGREGATE STABILITY 4-inch mold(Dl557/D698) $175/ea. Resistance Value,R-Value(D2844/CAL301) $275/ea. 6-inch mold(D1557/D698) 190/ea. R-Value, Treated(CAL301) 300/ea. California Impact(CAL216) 200/ea. California Bearing Ratio (D1883) 175/pt. Check Point 85/ea. Stabilization Ability of Lime(C977) 180/ea. SOIL AND AGGREGATE PROPERTIES #200 Wash(D1140/C117) $60/ea. Moisture Determination, tube sample (D2216) $20/ea. Wet Sieve Analysis to#200 (D422/CAL202) 100/ea. Moisture Determination and Unit Weight (D2937) 40/ea. Hydrometer Analysis (D422) 150/ea. Atterberg Limits: Plasticity Index(D4318) 150/ea. Sieve Analysis with Hydrometer (D422) 180/ea. Sand Equivalent (D2419/CAL217) 90/ea. Specific Gravity, Soil(D854) 70/ea pH and Resistivity (CAL643) 120/ea. Specific Gravity Coarse Aggregate (C127) 50/ea. Sulfate Content(CAL417) 90/ea. Specific Gravity Fine Aggregate (C128) 68/ea. Chloride Content(CAL422) 50/ea. Cut/Extract Shelby Tube 50/ea. Organic Content (D2974) 50/ea. SHEAR STRENGTH CONCRETE Unconfined Compression (D2166) $100/ea. Compressive Strength, Cast Cylinders (C39) $25/ea. Direct Shear(D3080) (3pt) 200/ea. Compressive Strength, Cores (C42) 40/ea. Unconsolidated-Undrained Triaxial Shear(D2850) 125/pt. Flexural Strength Beam(C78iC293) 80/ea. Unconsolidated-Undrained Triaxial Staged (D2850) 175/ea. Splitting Tensile Test (C496) 69/ea. Mix Design Review Consolidated-Undrained Triaxial Shear(D4767) 275/pt. Trial Batch 200/ea. Consolidated-Undrained Triaxial Staged(D4767) 350/ea. Rebar Tensile I Bend(up to#11) 475/ea. Consolidated-Drained Triaxial Shear(EM1110) 370/pt. MASONRY 100/ea. Consolidated-Drained Triaxial Staged(EMiliO) 475/ea. CMU Compressive Strength(C140) $60/ea. PERMEABILITY,CONSOLIDATION AND EXPANSION Compressive Strength, Grout (C1019/UBC 21-19) 25/ea. Permeability, Flexible Wall(D5084) $265/ea. Compressive Strength, Mortar (C109/UBC 21-15,16) 25/ea. Permeability, Rigid Wall(D5856) 255/ea. CMU Unit Wt.,Dimen.,Absorption (C140) 60/ea. Consolidation (D2435) 50/pt. Compressive Strength,Masonry Prism(C1314) 115/ea. Expansion Index(D4829/UBC 29-2) 150/ea. HOT MIX ASPHALT AGGREGATE QUALITY Density,Hveem(D2726/CAL308) $100/ea. Sieve Analysis to#200 (C136) $100/ea. Stabilometer Value (D1560/CAL366) 175/ea. L.A. Rattler Test (500 rev.) (C131) 185/ea. Theoretical Max. Specific Gravity (D2041/CAL309) 175/ea. Sand Equivalent (D2419/CAL217) 90/ea. Extraction/Sieve Analysis (C136/CAL202) 150/ea. Durability Index(D3744/CAL229) 165/ea. HMA Core Unit Weight(D1188/CAL308) 60/ea. Fine Aggregate Angularity (CAL 234) 125/ea. %Asphalt,Ignition Method (D6307/CAL382) 100/ea Flat and Elongated Particles (D4791/CAL 235) 150/ea. %Asphalt,Ignition Calibration 307/CAL382) 200/ea Percent Crushed Particles (CAL205) 150/ea. %Voids(CAL367) 275/ea REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead,equipment,travel within the San Francisco Metropolitan Bay Area, office supplies,etc.Reimbursable items, if any,are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%,and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director,or their designee, prior to taking effect. Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568 EXHIBIT C Public Contract Code ***PRIME PROPOSER AND SUBCONSULTANTS MUST SUBMIT A SIGNED PUBLIC CONTRACT CODE STATEMENT*** Public Contract Code Section 10285.1 Statement In accordance with Public Contract Code Section 10285.1(Chapter 376,Stats.1985),the proposer hereby declares under penalty of perjury under the laws of the State of California that the proposer has_,has not X (mark one) been convicted within the preceding three years of any offenses referred to in that section,including any charge of fraud, bribery,collusion,conspiracy,or any other act in violation of any state or Federal antitrust law in connection with the bidding upon,award of,or performance of,any public works contract,as defined in Public Contract Code Section 1101,with any public entity,as defined in Public Contract Code Section 1100,including the Regents of the University of California or the Trustees of the California State University.The term"proposer"is understood to include any partner,member,officer,director, responsible managing officer,or responsible managing employee thereof,as referred to in Section 10285.1. Note: The proposer must place a check mark after"has"or"has not"in one of the blank spaces provided.The above Statement is part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement.Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. Public Contract Code Section 10162 Questionnaire In accordance with Public Contract Code Section 10162,the Proposer shall complete,under penalty of perjury,the following questionnaire: Has the proposer,any officer of the proposer,or any employee of the proposer who has a proprietary interest in the proposer, ever been disqualified,removed,or otherwise prevented from bidding on,or completing a federal,state,or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes,explain the circumstances in the following space. Public Contract Code 10232 Statement In accordance with Public Contract Code Section 10232,the PROPOSER,hereby states under penalty of perjury,that no more than one final unappealable finding of contempt of court by a federal court has been issued against the PROPOSER within the immediately preceding two year period because of the PROPOSER's failure to comply with an order of a federal court which orders the PROPOSER to comply with an order of the National Labor Relations Board. Note: The above Statement and Questionnaire are part of the Proposal.Signing this Proposal on the signature portion thereof shall also constitute signature of this Statement and Questionnaire. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution. By my signature on this proposal I certify, under penalty of perjury under the laws of the State of California,that the foregoing questionnaire and statements of the Public Contract Code Sections 10162, 10232 and 10285.1 are true and correct and that the proposer has complied with the requirements of Section 8103 of the Fair Employment and Housing Commission Regulations(Chapter 5,Title 2 of the California Administrative Code.) By my signature on this proposal I further certify, under penalty of perjury under the laws of the State of California and the United States of America,that the Noncollusion Affidavit required under Title 23 United States Code,Section 112 and Public Contract Code Section 7106; and the Title 49 Code of Federal Regulations, Part 29 Debarment and Suspension Certification are true and correct. May 17,2016 DATE (AUTHORIZ SIGNATURE) Shane Rodacker, GE -Vice President (NAME AND TITLE) Geocon Consultants, Inc. (COMPANY NAME) 6671 Brisa Street, Livermore,CA 94550 (COMPANY ADDRESS) CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND GEOSPHERE CONSULTANTS, INC This Agreement is made and entered into between the City of Dublin ("City")and Geosphere Consultants, Inc. ("Consultant') as of July 1,2016(the"Effective Date'). In consideration of their mutual covenants,the parties hereto agree as follows: Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on June 30,2019, and Consultant shall complete the work described in Exhibit A as assigned by Task Order 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 conformance with standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion,at any time during the term of this Agreement, desires the reassignment of any such persons,Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2. COMPENSATION. City hereby agrees to pay Consultant for services outlined in Exhibit A in accordance with the hourly rate schedule attached hereto as Exhibit B. In the event of a conflict between this Agreement and Consultant's proposal, 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. 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. No individual performing work under this Contract shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information: • Serial identifications of progress bills;i.e., Progress Bill No. 1 for the first invoice,etc.; • The beginning and ending dates of the billing period; • A copy of the applicable time entries or time sheets shall be submitted showing the following: o Daily logs of total hours worked by each individual performing work under this Contract o Hours must be logged in increments of tenths of an hour or quarter hours o If this Contract covers multiple projects, all hours must also be logged by project assignment o A brief description of the work, and each reimbursable expense • 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; • 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. 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the fee schedule set forth on the compensation schedule attached as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not exceed ($3,000). Expenses not listed below are not chargeable to City. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. Document Reproduction Postage 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 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. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to City as an additional insured. Furthermore,the requirements for coverage and limits shall be(1)the minimum coverage and limits specified in this Agreement;or(2)the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured;whichever is greater. The additional insured coverage under the Consultant's policy shall be"primary and non-contributory'and will not seek contribution from City's insurance or self- insurance and shall be at least as broad as CG 20 01 0412. In the event Consultant fails to maintain coverage as required by this Agreement,City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant. Failure to exercise this right shall not constitute a waiver of right to exercise later. Each insurance policy shall include an endorsement providing that it shall not be cancelled,changed,or allowed to lapse without at least thirty(30)days'prior written notice to City of such cancellation, change, or lapse. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers'Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers'Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS($1,000,000.00)per accident. In the alternative,Consultant may rely on a self- insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator.The insurer, if insurance is provided, or the Consultant, if a program of self- insurance is provided,shall waive all rights of subrogation against the City and its officers,officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended,voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS($1,000,000.00)per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement,including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 Code 1 ("any auto"). 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 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 Liability Insurance. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000)covering the licensed professionals'errors and omissions. 4.3.1 Any deductible or self-insured retention shall not exceed$150,000 per claim. 4.3.2 An endorsement shall state that coverage shall not be suspended,voided, canceled by either party, reduced in coverage or in limits,except after thirty(30)days'prior written notice by certified mail, return receipt requested, has been given to the City. 4.3.3 The following provisions shall apply if the professional liability coverages are written on a claims-made form: a. The retroactive date of the policy must be shown and must be before the date of the Agreement. b. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Agreement or the work, so long as commercially available at reasonable rates. c. If coverage is canceled or not renewed and it is not replaced with another claims- made policy form with a retroactive date that precedes the date of this Agreement,Consultant must provide extended reporting coverage for a minimum of five years after completion of the Agreement or the work. The City shall have the right to exercise, at the Consultant's sole cost and expense, any extended reporting provisions of the policy, if the Consultant cancels or does not renew the coverage. d. A copy of the claim reporting requirements must be submitted to the City prior to the commencement of any work under this Agreement. 4.4 All Policies Requirements. 4.4.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests'rating of no less than A:VII. 4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete,certified copies of all required insurance policies and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. 4.4.3 Subcontractors. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the Indemnification and Insurance requirements to the extent they apply to the scope of the Subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and the City in the same manner and to the same extent as Consultant is bound to the City under the Contract Documents, Subcontractor further agrees to include these same provisions with any Sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the Subcontractor upon request. The General Contractor shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to the City. 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. All self-insured retentions(SIR)and/or deductibles must be disclosed to the City for approval and shall not reduce the limits of liability. Policies containing any self-insured retention provision and/or deductibles shall provide or be endorsed to provide that the SIR and/or deductibles may be satisfied by either the named insured or the City. 4.4.6 Excess Insurance. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City(if agreed to in a written contract or agreement)before City's own insurance or self-insurance shall be called upon to protect City as a named insured. 4.4.7 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited,or materially affected in any other manner,Consultant shall provide written notice to City at Consultants 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 altematives to other remedies City may have and are not the exclusive remedy for Consultants 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. To the maximum extent allowed by law,Consultant shall indemnify, keep and save harmless the City, and City Councilmembers,officers, agents and employees against any and all suits,claims or actions arising out of any injury to persons or property, including death, that may occur,or that may be alleged to have occurred, in the course of the performance of this Agreement by a negligent act or omission or wrongful misconduct of the Consultant or its employees,subcontractors or agents. Consultant further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the City or any of the other individuals enumerated above in any such action,Consultant shall, at its expense,satisfy and discharge the same. Consultant's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. 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. Consultant/Subcontractor's responsibility for such defense and indemnity obligations shall survive the termination or completion of this Agreement for the full period of time allowed by law. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement,Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state,or federal policy, rule, regulation, law,or ordinance to the contrary,Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation,benefit,or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System(PERS)as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent Except as City may specify in writing,Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority,express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses,permits,qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall,at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits,and approvals that are legally required to practice their respective professions. In addition to the foregoing,Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate,on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition,marital status, sex,or sexual orientation, against any employee, applicant for employment,subcontractor, bidder for a subcontract, or participant in, recipient of,or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment,contracting, and the provision of any services that are the subject of this 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 30 days'written notice to City and shall include in such notice the reasons for cancellation. In the event of termination,Consultant shall be entitled to compensation for services performed to the effective date of termination;City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software,video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension,City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence,experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal,without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to,the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications,drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant;or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models,charts, studies,surveys, photographs,memoranda, plans,studies,specifications, records,files,or any other documents or materials,in electronic or any other form,that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans,specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices,vouchers,canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three(3)years, or for any longer period required by law,from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS($10,000.00),the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3)years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement,the prevailing party shall be entitled to reasonable attorneys'fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,void,or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports,written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location,would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12)months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee,or official of the City in the previous twelve months,Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code§1090 ef.seq.,the entire Agreement is void and Consultant will not be 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. Principals and those performing work for City of Dublin be required to submit a Califomia Fair Political Practices Commission(FPPC) Form 700: Statement of Economic Interests documenting potential financial conflicts of interest. For additional information, proposers should refer to the FPPC website at http://www.fppc.ca.gov/Form700.html. 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 the City Manager("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: Geosphere Consultants Inc. Eric J.Swenson, Principal Geotechnical Engineer 2001 Crow Canyon Road, Suite 210 San Ramon, CA 94583 Any written notice to City shall be sent to: The City of Dublin Attn:Gary Huisingh 100 Civic Plaza Dublin, CA 94568 10.11 Integration. This Agreement,including Exhibits A and B, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations,representations, or agreements, either written or oral. IN WITNESS HEREOF,the parties have caused their authorized representatives to execute this Agreement on the 1st day of July, 2016. CITY OF DUBLIN CONSULTANT Christopher L. Foss,City Manager Eric J. Swenson, Principal Geotechnical Engineer Attest: Caroline Soto,City Clerk Approved as to Form: John Bakker, City Attorney EXHIBIT A SCOPE OF SERVICES Services may include geotechnical peer review of soils and geologic reports for private land development projects and Capital Improvement Program projects, testing and field observations, attendance at meetings as required. Geologic and/or geotechnical engineering technical peer reviews of development projects to be reviewed may include, but are not limited to: preparation of geotechnical and geologic reports, slope stability calculations, grading plans and proposed remedial grading plans, site improvement plans, retaining wall plans and calculations,creek stabilization plans, Storm Water Pollution Prevention Plans(SWPPP), Geologic Hazard Abatement District(GHAD)proposals and plans of control, interim grading reports and record drawings, geologic and/or geotechnical engineering observations during remedial grading,field inspections, project coordination and meetings with City Staff and developer's consultants. Geotechnical engineering services for a variety of Public Works projects, Capital Improvement Program projects and/or maintenance projects including roads, drainage, and other public facilities, and other tasks associated with Public Works infrastructure design, construction, and/or operation as assigned and directed by the City Engineer. EXHIBIT B COMPENSATION SCHEDULE Task Code PERSONNEL RATEIHR X14011X2000 Principal Engineer/Geologist $200.00 X1500/X2100 Senior Engineer/Geologist $175.00 X1600/X2200 Project Engineer/Geologist $150.00 X1700/X2300 Staff Engineer/Geologist $130.00 X1900/X2500 Assistant Engineer $ 95.00 X3200 Technician Supervisor $ 90.00 X3300 Field Technician $ 87.00 X2900 Laboratory Technician $ 70.00 X3000 Assistant Technician/Inspector $ 70.00 X3600 Administrative $ 65.00 Drafting $ 80.00 Depositions(min 4 hrs) $300.00 Expert Witness, (min 4 hrs) $400.00 Nuclear Gauge $ 5.00 SOIL AND BASE MATERIALS Moisture and Density Relationships 02019 Compaction, Standard Proctor,ASTM D698 $265.00 ea 02018 Compaction, Modified Proctor, ASTM D1557 $300.00 ea 02016 Compaction, Checkpoint,ASTM D1557 $150.00 ea 02014/02015 Compaction, California Impact, CT216 $300.00 ea 02046/02093 Moisture/Density, Sample Tubes,ASTM D2216/D2937 $ 30.00 ea 02088 Moisture Content, Bulk Sample,ASTM D2216 $ 20.00 ea Particle Size Analysis 02074 Dry Sieve to#200, ASTM D422/CT117 $180.00 ea Dry Sieve Analysis/Hydrometer, ASTM D422 $268.00 ea Hydrometer,ASTM D422 $168.00 ea 02076 Wet Sieve Analysis to#200,ASTM D1140 $ 65.00 ea 02075 Sieve Analysis, Bulk Sample Gradation,ASTM C136/CT202 $180.00 ea Soil Characteristics 02040 Atterberg Limits(Plasticity Index),ASTM D4318 I CT204 $220.00 ea 02077 Soil Classification,ASTM D2487 $350.00 ea 02081 Specific Gravity, D854 $110.00 ea 02058 Permeability of Granular Soils(Constant Head)ASTM D2434 $350.00 ea 02060 Permeability, Flexible Wall, Cohesive Soil,ASTM D5084 Quote upn Req 02061 Permeability, Rigid Piston Driven, Cohesive Soil,ASTM 5856 Quote upn Req Volume Change 02047 Consolidation, Method A Constant Load, 7 load inc, ASTM D2435 $400.00 ea 02048 Consolidation, Method A Constant Load, per load inc,ASTM D2435 $ 60.00 ea 02049 Consolidation, Method B Timed per load increment,ASTM D2435 $500.00 ea 02051 Consolidation/Swell, Cohesive Soil, per point, ASTM D4546, Methods A and B $300.00each 02052 Consolidation/Swell, Cohesive Soil, per point, ASTM D4546, Method C $300.00 ea 02013 Collapse Potential,ASTM D5333 $180.00 ea 02037 Expansion Index Test(UBC 29-2) $300.00 ea 02050 Expansion, Shrinkage, and Uplift Pressure, ASTM D3877 $400.00 ea Soil Strength 02027 Direct Shear, 3 points, Unconsolidated-Undrained, Q-test. ASTM D3080 $350.00 ea 02031 Direct Shear, additional points, Unconsolidated-Undrained, Q-test $100.00 ea 02028 Direct Shear, 3 points, Consolidated-Undrained, R-Test $600.00 ea 02029 Direct Shear, 3 points, Consolidated-Drained,ASTM D3080 $1,000.00 ea 02030 Direct Shear, 3 points, Residual,ASTM D6467 $800.00 ea 02034 Direct Shear, per point, Residual, Each Additional Cycle, ASTM 06467 $350.00 ea 02083 Unconfined Compressive Strength,ASTM D2166 $120.00 ea 02084 Unconfined Compressive Strength (lime or cement treated), CT373 $400.00 ea Unconfined Compression, Field Prepared CTB, per pt ASTM 0558, 01632, 01633 $180.00 ea 02003 Triaxial Quotation 02004 Triaxial Quotation Subgrade Soil and Baserock 02006 California Bearing Ratio, 1 point,ASTM D1883 $200.00 ea 02007 California Bearing Ratio, 3 points (specified moisture),ASTM D1883 $600.00 ea 02008 California Bearing Ratio, 3 points (96 hour soak), ASTM 01883 $400.00 ea 02065/02068 "R"Value (no additives),ASTM 02844/CT301 $300.00 ea 02067 "R"Value (lime, cement,other additives)CT301 $360.00 ea 02010 Compression, Cement Treated Base(Including Preparation), Cal 312 $170.00 ea 02071/02072 Sand Equivalent,ASTM 02419/CT217 $195.00 ea 02214 Durability, ASTM D3744 $120.00 ea Corrosivity 02024 Corrosivity, Water Soluble Sulfate,ASTM 04327 $100.00 ea 02062 pH,ASTM 4972$ 40.00 each 02069/02070 Lab Resistivity $ 90.00 each 02022 Corrosivity(pH, resistivity, chlorides, sulfate, sulfide) 04972, G57, D4327, D4658M$300.00 ea 02023 Corrosivity, Caltrans (pH, chlorides, sulfate, resistivity) CT 643,417, 422 $300.00 ea AGGREGATES Sieve Analysis 02074 Bulk Sample Gradation (coarse or fine),ASTM C 136 $160.00 ea 02238 Material Finer than#200 Sieve, ASTM C 117 $ 70.00 ea 02075 Bulk Sample Gradation, Cal 202 $180.00 ea 02240 Specific Gravity(coarse),ASTM C 127/Ca1206 $ 90.00 ea 02241 Specific Gravity(fine), ASTM C 128/Ca1207 $110.00 ea 02205 Absorption, Sand or Gravel,ASTM C 127/ASTM C 140 $ 80.00 ea 02226 Organic Impurities in Concrete Sand, ASTM C 88 or ASTM C40 $ 75.00 ea 02200/02204 L.A. Rattler, ASTM C 131 or C 535/Cal211 $300.00each 02244 Sulfate Soundness(per sieve),ASTM C 88 $140.00each 02248 Unit Weight of Aggregates, ASTM C 29 $85.00 each 07009 Hardness,ASTM D 1865 $120.00each 02212 Crushed Particles, Cal 205 $160.00each 02012 Cleanness Value, Ca1227 or CaI217 $120.00each 02214/02215 Durability ASTM D 3744/Ca1229 $120.00each 02224 Moisture Content of Aggregate ASTM C 29 $70.00 each ASPHALTIC CEMENT 02374 Penetration of Bituminous Materials at 77°F,ASTM DS/AASHTO T49 $71.00 each 02375 Penetration of Bituminous Materials at 32°F to 158°F, ASTM D 5/AASHTO T49 $105.00each 02360 Kinematic Viscosity of Asphalt,ASTM D 2170/AASHTO T201 $170.00each 02300 Absolute Viscosity of Asphalt, ASTM D2170IAASHTO T201/ASTM D2171 $170.00each 02360 Viscosity(Asphalt Institute Method) Kinematic ASTM D2170 $170.00each 02380 Rolling Thin Film Test,ASTM 2872/Ca1346/AASHTO T240 $180.00each 02338 Residue by Evaporation,ASTM D244/AASHTO T59 $95.00 each Extraction and Recovery,ASTM D2172/ASTM D 1856 MISCELLANEOUS GEOTECHNICAL CHARGES $646.00 ea All Other Direct Project Expenses(such as contract drilling and backhoe services, Cost+15% special equipment rental, commercial travel, protective clothing, shipping, etc.) Work Over 8 Hours per Day, or on Saturdays Time and One-Half Work Over 12 Hours Double Time Work on Sundays/Holidays Double Time Swing or Graveyard Shift Premium $10.00 hour Work from 0 to 4 Hours (technician services only) 4-hour Minimum Billing Work from 4 to 8 Hours(teclmician services only) 8-hour Minimum Billing su Show-Up Time 2-hour Minimum Billing 21022 Sample Pick-Up $ 87.00 hour 21033 Trip Charge $ 87.00 trip Laboratory Testing- Rush Fee Add 50%to Testing Cost Reimbursables Cost+ 15% QAIQC Plan Written Procedures Quotation on Request Travel must be pre-approved in writing prior to work being completed in order to seek reimbursal for travel expenses: Mileage $ 0.54 mile Per-diem, Including Lodging $ 84.00 day REIMBURSABLES AND RATE INCREASES: Rates are all-inclusive of overhead, equipment, travel within the San Francisco Metropolitan Bay Area, office supplies, etc. Reimbursable items, if any, are invoiced at cost to our Clients. Rates are good through December 31, 2017. Consultant may submit a new rate schedule which shall not exceed 3%, and shall be based on the San Francisco Bay Area Consumer Price Index CPI for that period of time and this shall be submitted to the Public Works Director, or their designee, prior to taking effect Remit Invoice to: City of Dublin Public Works Department 100 Civic Plaza Dublin, CA 94568