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HomeMy WebLinkAbout4.05 Amend Cal Engr Agmt CITY CLERK File # D~[Q][Q]-[3J[Q] AGENDA STATEMENT CITY COUNCIL MEETING DATE: June 3, 2008 SUBJECT: Amendment to Agreement with Cal Engineering and Geology, Inc., for Geotechnical Engineering Services Report Prepared by: Melissa Morton, Public Works D~ ATTACHMENTS: 1) 2) Resolution, together with Exhibit "A," Amendment Current Agreement RECOMMENDATION: .- ~dopt the resolution approving the amendment to the Agreement. '}g \ lA/'v 1" FINANCIAL STATE~T: Under the current Agreement, Cal Engineering and Geology, Inc., will provide geotechnical engineering services through June 30, 2009. Costs incurred for the work are charged against individual developer accounts for which the work is performed. Per Section 2.9 of the Agreement, the consultant is allowed to request a 4.2% rate increase for Fiscal Year 2008-2009 based on the Consumer Price Index (CPI) for Urban Wage Earners for the San Francisco-Oakland Bay Area for December 2007. DESCRIPTION: The City of Dublin contracts with a number of on-call engineering consultants to assist with the review of private land development. The City entered into a Consulting Services Agreement on April 18, 2006, with Cal Engineering and Geology, Inc., to provide geotechnical engineering services. The firm is currently performing peer review for the Fallon Village project, with costs for the work being paid for by private developers. This is the second year of the Agreement with Cal Engineering and Geology, Inc. As allowed by Section 2.9 of the Agreement, the consultant has requested a rate increase of 4.2%, which is the Consumer Price Index (CPI) for Urban Wage Earners for the San Francisco-Oakland Bay Area for December 2007. Staff recommends that the City Council adopt the resolution approving the amendment to the Agreement. --.---------------------------------------------------------------------------------------------------------- COPY TO: Mitchell Wolfe, CEG Page 1 of:} ITEM NO. '-1.6 G:\CONSULTANTS\CalEng&Geol\agst amendment 08-09.doc RESOLUTION NO. - 08 /a,f';<X A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ********* APPROVING MENDMENT TO AGREEMENT CAL ENGINEERING AND GEOLOGY, INC., FOR GEOTECHNICAL ENGINEERING SERVICES WHEREAS, the City of Dublin, State of California, entered into a one-year agreement with Cal Engineering and Geology, Inc., on April 18, 2006, to perform geotechnical engineering services; and WHEREAS, the term of the agreement was extended an additional two years until June 30, 2009, allowing Cal Engineering and Geology, Inc., to request an adjustment of rates for the second year of the term; and WHEREAS, Consultant is requesting an adjustment of rates for Fiscal Year 2008-2009 as allowed by Section 2 of the Agreement; NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Amendment to the Agreement with Cal Engineering and Geology, Inc., which is attached hereto as "Exhibit A." BE IT FURTHER RESOLVED that the Mayor is authorized to execute the Amendment to the Agreement. PASSED, APPROVED AND ADOPTED this 3rd day of June, 2008, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk G:\CONSULTANTS\CalEng&Geol\reso amendment 08-09.doc r~ itLf'5 CJ3/02 ~ ATTA~IIEIT ,. o? 1 ~( EXHIBIT "A" OF RESOLUTION -08 AMENDMENT TO AGREEMENT BETWEEN CITY OF DUBLIN AND CAL ENGINEERING AND GEOLOGY, INC. FOR GEOTECHNICAL ENGINEERING SERVICES WHEREAS, the City of Dublin (hereinafter referred to as "CITY") and Cal Engineering and Geology, Inc. (hereinafter referred to as "CONSULTANT"), entered into a two-year ~eement on April 18, 2006, to provide geotechnical engineering services to CITY; and . 2008-2009; WHEREAS, CONSULTANT has requested an adjustment of rates for Fiscal Year NOW, THEREFORE, the parties hereto agree as follows: Section 1. Adjustment of Rates The rate schedule attached hereto as Exhibit 1 shall be in effect for Fiscal Year 2008-2009. CITY OF DUBLIN CAL ENGINEERING AND GEOLOGY, INC. Janet Lockhart, Mayor ATTEST: City Clerk Date: /;;,,#'1 2c>>"r C:\Documents and Settings\rnichelle\amendment 08-09 CEO.doc EJ..- ..& To the Resolution ....... 3~ CAL ENGINEERING & GEOLOGY, INC. 2008-2009 FEE SCHEDULE CLASSIFICATION 2008-2009 PROPOSED RATE Principal Engineer or Geologist $ 171.00 Associate Engineer or Geologist 149.00 Senior Engineer or Geologist 123.00 Project Engineer or Geologist 96.00 Technician 80.00 4 oJdS CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND CAL ENGINEERING AND GEOLOGY, INC. THIS AGREEMENT for consulting services is made by and between the CITY OF DUBLIN ("City") and CAL ENGINEERING AND GEOLOGY. INC. (UConsultant") as of APRIL 18, 2006. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the selVices 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, 2007, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to periorm services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1 1 above and to satisfy Consultant's obligations hereunder Consultant shall not be responsible for delays beyond Consu~ant's reasonable control. Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $80,000 Dollars and No Cents ($80,000.00), notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict between this Agreement and Consu~ant'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 spec~ied below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall subm~ all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services perlormed by more than one person. Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. ATTACHIEIT 2,. ~ O<f' c:r/ 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 perlormed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: · Clear numerical identification, with no duplication of numbering; · The beginning and ending dates of the billing period; · A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; .. At City's option, for each work. item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work, and each reimbursable expense; · The total number of hours of work pertormed under the Agreement by Consuttant and each employee, agent, and subcontractor of Consultant perlorming 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 pertormed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 18. 2006 Page 2 of 14 6~~J 2.4 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit B. 2.5 Reimbursable Expenses. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 2.6 Pavment of Taxe&. 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 pertorm any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator 2.9 Rate Adjustments. Consultant will be entitled to an annual rate adjustment upon each annual anniversary of this Agreement, the amount of said increase to be approved by the City The base for computing the adjustment shall be the Consumer Price Index for Urban Wage Earners for the San Francisco-Oakland Bay Area published by the U.S. Department of Labor, Bureau of Labor Statistics (Index) which is published for the year ending in February If the Index has increased over the Index for the prior year, the rates for the following year shall be established by multiplying the rates for the current year by a fraction, the numerator of which is the Renewal Index and the denominator of which is the Index for the preceding year In no case shall the adjusted rates be less than the in~ial rates as set forth in Exhibit B. A sample calculation is set forth below The Public Works Director shall calculate the adjusted rate on each anniversary date of this agreement and shall provide notice to Consultant of such new rates. SAMPLE CALCULATION: (Using 1% index increase as an example) HOURLY CHARGE RATE INDEX INCREASE (Assuming 1 %) 150 x .01 = 1.50 $150.00/hr 1.501hr $151.50/hr Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facil~ies and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 18, 2006 Page 3 of 14 '1~~ and the information in possession of the City The location. quantity, and time of fumishing those facil~ies shall be in the sole discretion of City In no event shall City be obligated to fumish 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 facil~ies. 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 performanoe 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 insuranoe shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' ComDensation. 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 offioers, 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 notWication from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liabilitv Insurance. 4.2.1 General reauirement&. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 18,2006 Page 4 of 14 I? r'~ " ~o?J: twice the required occurrence limit. Such coverage shall include but shall not be limited to! protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non-owned automobiles. 4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance SelVices Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional 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 ConsuRant; 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 wijh 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 ConsuUant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. Consulting SelVices Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 18, 2006 Page 5 of 14 i~f 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 alld 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 AcceRtability 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 Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 16,2006 Page 6 of 14 r IOc:fS by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.4.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.4.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 4.4.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self.insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.4.6 Notice of Reduction in 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 Consu~ant 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 wijhhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or Consulting Services Agreement between City of Dublin and eal Engineering and Geology, Inc. April 18, 2006 Page 7 of 14 1/ ~.d' · Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILlTIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury. loss of life, or damage to property. or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors. or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees. agents, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2nS of the Califomia Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the Califomia 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 ijs employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City Section 6. 6.1 STATUS OF CONSULTANT. Independent Contractor. At all times during the term of this Agreement, Consuttant 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. Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. Apri11S,2006 Page 8 of 14 'Jo< r>;;fRl 6.2 Consultant No Aaent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of Califomia shall govern this Agreement. 7.2 ComDliance with ADDUcable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder 7.3 Other Governmental Reaulations. To the extant 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. Consuttant 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 subjact 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. Consu~ing Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 18, 2006 Page 9 of 14 13 :ld3 Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty (30) days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled 10 compensation for services performed to the effective date of termination; C~y, 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 Cijy 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 Consuttant 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 As&ignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal pertormance 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. Consunant 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 pertormance 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; Consu~ing Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 18,2006 Page 10 of 14 )q ~~$" 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other wor!< 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 Pertormance. 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 Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 18, 2006 Page 11 of 14 15 ~.;;[ 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 ImDlied 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 Govemment Gode Sections 1090 at 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 pertormed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 18, 2006 Page 12 of 14 16 ~c:?( may be subject to criminal prosecution for a violation of Government Code 91090 and, n applic~ble, will be disqual~ied from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Melissa Morton, Public Works Director ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Mitchell D Woffe Principal Geologist 1870 Olympic Blvd., Ste 100 Walnut Creek, CA 96002 Any written notice to City shall be sent to: Melissa Morton City of Dublin Public Works 100 Civic Plaza Dublin, CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled .Seal and Signature of Registered Professional with report/design responsibility,. as in the following example. Seal and Signature of Registered Professional with report/design responsibility 10.12 Intearation. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. April 18, 2006 Page 13 of 14 Attest: {LLIWI,~f^- I(ay I{e~k, City Qlerk FAwN HOL..MMl, Approved as to Form: ~k- #L ~J;L ._. Elizabeth Silver, City Attorney CONSULTANT Mitchell D. Wolfe Principal G:\CONSULTANTS\CaIEng&Geol\CEG contract inspection consulting agreement April2006.doc Consulting Services Agreement between City of Dublin and Cal Engineering and Geology, Inc. 11~ April 18, 2006 Page 14 of 14 J9- ~02.5 EXHIBIT A SCOPE OF SERVICES The scopc of services to be provided will include on-call geologic and geotechnical engineering services to the City of Dublin Public Works Department and uther departments within the City Consulting services which may be provided under this agreement include: Geologic and/or geotechnical engineering technical peer review ufdcvelopment projects on behalf of the City Documents to be reviewed could include, but are not be limited to: a. geotechnical and geologic reports b. slope stability calculations c. grading plans and proposed remedial grading plans d. site improvement plan's e. retaining wall plans and calculations f. creek stabilization plans g. SWPP reports and plans h. GHAD proposals and plans of control 1. interim grading reports and record drawings J. geologic and/or geotechnical engineering observ..Hions during remedial grading k. prqject coordination and meetings with City staffand developer's consultants 2. Geotechnical engineering services fur a variety of public works projects capital improvement project.. and/or maintenance projects including roads, drainage, and other public facilities. Consulting Services Agreement between City ofOuhlin and eal Engineering & Gl:ology. 1m:. April 3,2004 Vage t of 1 CAl. EHCiINEtMfNG & Qot.OGV 1S7'~~P;~J:' SUite 100 Walnut Creek California 94596 <. CE&G '\'el:9~S.935.9771 Fax:92S.935.9773 www.caleng.c:om 3 April 2006 Melissa Morton Public Works Din::clor City of Dublin 100 Civic Plaza Dublin, California 94568 RE. Geotechnical and Geologic Peer Review Services Fallon Village ~ Phase 1 Dear Ms. Morton; Based on our discussions with you, Mark Lander, and Ray Skinner ofEngeo, Inc.; we have prepared the attached Exhibit A Scope of Services, ExhibitB Compensation Schedule, and Task Order#l for geotechnical peer review services to be provided to the City of Dublin for project development and grading for Phase 1 of the Fallon Village Project The scope ufwork reflected in the task order was developed based on our understanding of the status of the project and our experience on similar projects of this nature and size. We trust that this pn)Vides YOll with the infonnation you are seeking at this time. Please call us at your convenience if you have an) questions. Respectfully submitted, CAL ENGINEERING & GEOLOGY, INe Mitchell D Wolfe, P.G., E.G. Principal Geologist attachments: as noted htllun Vil1l1gt: l'fl elll linl.'inf!f1ri'l1: & Guo1e'iv'7Z' p( 0 1 d2.:f TASK ORDER #1 - GEOTECHNICAL PEER REVIEW SERVICES FALLON VILLAGE - PHASE 1 SCOPE OF WORK Task ] - Review of General Proiect Documents "Oetting up to speed" by reviewing existing planning and permitting documents such as the Draft EIR, Final EIR, staff reports, conditions of approval, previous geotechnical peer review comments and responses, and pertinent City of Dublin ordinances. Task 2 - Review ofSitc Conditions Site observations, purchasing and reviewing historical aerial photographs of the site, and reviewing available published technical documents tor the site and vicinity Task 3 - Review of Pro,posed Proie.ct Review of project reports and plans tor the proposed development for conformance with technical requirements ofthc project, City ordinances, and mitigation and monitoring plans and reports. Preparation of revievv letters and reports. Items to be reviewed may include but not be limited to the tbllowing: . geotechnical reports bi' Engeo, Inc. grading plans (including remedial gra.ding and retaining walls) improvement plans phasing plans and dirt distribution map storm drainage plans temporary erosion control and SWPP plans landscaping plans re-vegetation plans and reports permit applications tRWQCB, USACE. CDF&G. USF&W. BAAQCB) . . . .. . .. .. .. Task 4 - Review of Revisions /Response to Comments Review ofrevisicmslresponses to review letters and reports prepared under Task 3 and preparation of additional review letters, as necessary Task 5 - Review of GHA 0 and/or Loni-term Operations and Maintenance Plans Review of the Geologic Ha7.ard Abatement District's Plan of Control and related documents and reclamatiun and landscape operations and maintenance plans. -1- d) 1%,;25 TASK ORnER #1 - (;EOTECHNICAL PEER REVIEW SERVICES FALLON VILLAGE - PHASE 1 Task 6 - Observations and Review Durinv- Construction Provide on site observations and review during grading and site development. Review changes made.during construction for conformance with technicaJ requirements of the project, City ordinances, and mitigation and monitoring plans and reports. Task 7 - Review of Com viet ion Re.ports Review grading reports, as-built plans. and mitigation monitoring reports after the work has been completed. Task 8 - Proiect Coordination and Manag:ement General project coordination and management including: meetings with City staff and other City consultants internal review consultant team meetings scheduled partnering meetings - weekly (during construction) or monthly (pre- construction and off-season) attending public hearings or meetings, as required · pr~ject administration (hilling, schedules, etc) ESTIMATED STAFFING COSTS The level of effort (professional staffing, required to complete the above described tasks has been estimated and is presented on Table 1 It should be noted that the staffing shown is based on our cursory review of the documents which were made available to US and oLlr recent experience on similar pl'Qjects. The numbers of working days should be considered to be estimates and are suhject to change either up or down depending upon the completeness of the documents reviewed, time to complete the construction, regulatory requirements, etc. Actual services will be provided on a time and expenses basis. -2- J~ ~ elf EXlllBIT B COMPENSATION SCHEDULE The 2006-2007 standard rates for Cal Engineering & Geology. Inc. personnel for on-call geotechnical services are as follows; Principal Engineer or Geologist Associate Engineer or Geologist Senior Engineer or Geologist Pruject Engineer or Geulogist Technician Mileage Other reimbursable expenses $ 160 per hour $ 140 per hour $ 115 per hour $ 90 per hour $ 75 per hour $ 0.65 per mile cost plus 10% Consulting Sel'Vices Agreement hetween City of Dublin and Cal Engineering & Geology Inc. April 3, 2004 Page 1 of 1 023~ ()f CITY OF DUBLIN. FALLON VILLAGE GEOTECHNICAL PEER REVIEW PROfiSllONAL STAfFING (days) iil ~ II ~ '~ u i!l MAJOR TASKS 1:: J 'i 'e- o ll.. UJ 0- I- TASK 1 OVERALL PROJECT DOCUMENT REVIEW 2 1 Q 0 3 0 TASK 2 REVIEW EXISTING SITE CONDITIONS 1 1 0 0 2 TASK 3 REVIEW PROPOSED PROJECT PLANS & REPORTS 4 ~ 0 2 8 TASK 4 REVIEW PROJECT REVISIONS 1 1 1 1 4 TASK 1; REVIEW OF GHAD & LANDSCAPE O&M PlANS 1 2 0 1 4 TASK 6 CONS-fHUCTION OBSERVATIONS/REVIEW 20 2 4 0 211 0 fASt< 1 REVIEW COMPLETION REPORTS 2 2 0 1 5 0 TASK 8 PROJECT COORDINATION & MANAGEMENT " 1 1 1 7 TOTAL 35 12 6 6 59 TABLE 1 . ESTIMATED SCOPE OF PROJECT STAFFING PROFESSIONAL STAFFING COST Oi -!l l'l ...J CL M IS "' '~ ~ '" Q" !? MAJOR TASKS 'C Jl c: 0- TASK 1 OVERALL PROJECT DOCUMENT REVIEW $ 2.560 $ 1,1.2Q $ . $ - $ S,BDD !Ii . TASK 2 REVIEW EXISTING SITE CONDITIONS $ 1.280 $ 1.120 $ . $ . $ 2,400 TASt< :3 REVI!:W PROPOSED PROJECT PLANS & REPORTS $ 5.120 $ 2.240 $ . $ 1,440 $ 8,800 lASK 4 I~[:VIEW PROJECT REVISIONS !Ii 1,280 $ 1.120 $ 920 $ 720 $ 4,040 TASK 5 REVIEW OF GHAD '" LANDSCAPE O&M PLANS $ 1,280 !Ii 2.240 !Ii - $ 720 !Ii 4.240 TASK 6 CONSTRUCTION OBSERVATIONS~IfVlltw !Ii 25 BOO $ 2,240 $ 3.680 !Ii - !Ii 31,'20 $ - TASK 7 REVIEW COMPLETION REPORTS S 2,~ !Ii 2.240 !Ii - !Ii 720 !Ii 5,520 $ . TASK II PROJECT COORDINATION & MANAGEMENT $ 5,120 $ 1,120 $ 920 S no !Ii 7.880 TOTAL !Ii 44.800 $ 13,440 !Ii 5.520 $ 4.320 $ '8,080 TABLE 2 - ESTIMATED STAFFING COSTS . . :"!t EXHIBIT "A" OF RESOLUTION 1f1.-.07 AMENDMENT TO AGREEMENT BETWEEN CITY OF DUBLIN AND CAL ENGINEERING AND GEOLOGY, INC. FOR GEOTECHNICAL ENGINEERING SERVICES 07lf~;(( WHEREAS, the City of Dublin (hereinafter referred to as "CITY") and Cal Engineering and Geology, Inc. (hereinafter referred to as "CONSULTANT"), entered into an agreement on Apri118, 2006, to provide geotechnical engineering services to-CITY; and WHEREAS, CITY and CONSULTANT wish to extend the term of the agreement for an additional two years, terminating June 30, 2009; and WHEREAS, CONSULTANT has requested an adjustment of rates for Fiscal Year 2007 - 2008; and WHEREAS, for future years it would benefit both Consultant and the City of Dublin to utilize the December CPI; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Extension of Term The term of the agreement shall be extended from July 1,2007, to June 30, 2009. Should a new agreement or amendment to agreement to exten9 the contract not be entered into by June 30, 2009, then this agreement will automatically extend until a new agreement or amendment to agreement is entered into or CITY gives written notice of termination. Section 2. Adiustment of Rates The rate schedule attached hereto as Exhibit I shall be in effect for Fiscal Year 2007-2008. Section 3. Modification of Section 2 of the Agreement For future years, the CPI index for the month of December shall be utilized to determine the rate adjustment for the following fiscal year in lieu of the index for the month of February. CAL ENGINEERING AND GEOLOGY, INC. ologist ATTEST: Date: 1/5;: r G:\CONSULT ANTS\CalEng&Geol\amendment 07-08.doc , C)5 ~:;!. CAL ENGINEERING AND GEOLOGY, INC. 2007-2008 FEE SCHEDULE 2007-2008 PROPOSED CLASSIFICATION RATE Principal Engineer or Geologist $ 165 Associate Engineer or Geologist 144 Senior Engineer or Geologist 119 Project Engineer or Geologist 93 Technician 77 G:\CONSUL TANTS\CaIEng&GeoI\Exhibit 1 fee schedule 07-08.doc