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PW On-Call Geotechnical Engineering; Alan Kropp & Assoc.AGREEMENT FOR PROFESSIONAL SERVICES This Agreement is made and entered into this f day of r4rkaW , 20J4 by and i between the CITY OF SAN RAFAEL (hereinafter "CITY"), and Alan Kropp & Associates, Inc., a corporation (hereinafter "CONTRACTOR") PROJECT COORDINATION. A. CITY'S Project Manager. The Director of Public Works is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. JaYUP! Lb-ff— , is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as follows: CONTRACTOR shall provide on-call geotechnical engineering services as requested, from time to time by the City in writing, in accordance with the procedures set forth in the Schedule of Charges and Terms attached hereto as Exhibit A and incorporated herein by reference. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4 and perform the duties as in accordance with the attached Exhibit A. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as follows: In accordance with the Fee Schedule attached as Exhibit A, with a total compensation amount not to exceed $20,000 during the term of this Agreement. 5. TERM OF AGREEMENT. The term of this Agreement shall be for one year commencing on December 1, 2015 and ending on November 30, 2016. Upon inutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to two years. Rev. Date: 1130114 6. TERMINATION. A. Discretionary. Either parry may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover any claims arising out of the CONTRACTOR's performance of services under this CITY reserves the right to require CONTRACTOR to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONTRACTOR in subparagraph A of this section above shall also meet the following requirements: 1. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. 2. The additional insured coverage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 0104 13. 3. Except for professional liability insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. The insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJECT MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. 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 noncontributory 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 it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance 3 proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. 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. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of nolicv laneune or specific endorsements . evidencinLy the other insurance reauirements set forth in this Aereement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONTRACTOR'S performance of its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement, CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONTRACTOR under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONTRACTOR shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONTRACTOR in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. 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, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 12. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: 5 TO CITY's Project Manager: TO CONTRACTOR's Project Director: Dean Allison, Director of Public Works City of San Rafael 111 Morphew Street San Rafael, CA 94915-1560 Alan Kropp, Principal Engineer Alan Kropp & Associates, Inc. 2140 Shattuck Avenue Berkeley, CA 94704 16. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. . The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. Where any exhibit to this Agreement conflicts with the terms of this Agreement, the terms of this Agreement shall control. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The 6 subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONTRACTOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL J11C�SCHUTZ, City Manager ATTEST: e-- . ?3e., e, ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: LQ ROBERT F. EPSTEIN, .ty Atto y File No.: 01.01.02.01 CONTRACTOR By: wi& Name: &yl Whit Title: & r po rc SeUdaw G E ❑TECH N I CAL CON SU LTA N T S November 17, 2015 P-8106, L-30412 Dean Allison, Director of Public Works City of San Rafael 111 Morphew Street San Rafael, CA 94901 RE: Statement of Qualifications On -Call Geotechnical Engineering Services City of San Rafael, California Dear Mr. Allison: Alan Kropp & Associates (AKA) in conjunction with our Engineering Geologic sub -consultant, Joyce Associates (JA), our Public Works Engineering sub -consultant, Ms. Adele Ho, and in coordination Mr. Bill Gibson of the Design -Build Engineering firm of Engineered Soil Repairs, is pleased to present this brief statement of qualifications for providing El Nino related emergency response as well as other on-call geotechnical engineering services to the City of San Rafael. Alan Kropp & Associates (AKA) is a full-service geotechnical engineering firm based in Berkeley, California. AKA is currently certified with the State of California as a Small Business Enterprise. Over the past 35 years, AKA has provided high-quality geotechnical consultant services to cities, counties, government agencies, school districts, and private -sector clients. The focus of our practice has been to provide our clients with high-quality responsive geotechnical consultant services at a reasonable and competitive cost. The roots of our company are in hillside residential geotechnical consulting and landslide studies. The vast majority of our projects are in the Greater Bay Area; our knowledge of geotechnical conditions and construction problems in this area is therefore substantial. Since our founding in 1978, AKA has served more than 2,800 clients, including over 20 local county, city, and public utility clients, and has completed almost 200 projects in Marin County. AKA has a full-time staff of 9, which includes six engineers, one GIS specialist, and two office personnel. Five of our engineers are California -registered Civil Engineers, and two hold additional registrations as Geotechnical Engineers. AKA's founder, Principal Engineer and President, Alan Kropp, has over 40 years of local geotechnical engineering experience and actively manages the firm. Mr. Kropp is recognized as an expert in landslides and seismic hazards, and was among the first Bay Area professionals "on the ground" in Santa Cruz following the 1989 Loma Prieta earthquake. Mr. Kropp is a unique local resource who is steadfastly committed to service of his community and profession; steadfast and committed are just a couple of the traits that he lives up to in the day-to-day management of the firm that bears his name. Exhibit A Page 2 P-8106 As a small firm, we have also developed excellent teaming relationships with a wide range of top -tier specialty consultants and contractors, which we engage as project needs require. For our El Nino emergency response services as well as for other on-call services as may be required by the City of San Rafael, we have assembled a project team that includes Mr. James Joyce of Joyce Associates (JA), Ms. Adele Ho (independent engineering consultant), and Mr. Bill Gibson of Engineered Soil Repairs (ESR). Mr. Joyce has over 35 years of engineering geologic experience and is a Professional Geologist (PG) as well as a Certified Engineering Geologist (CEG). Much of Mr. Joyce's work is performed for public sector clients, including the cities of Vallejo, Clayton, Benicia, Pittsburg, Santa Rosa, Sausalito, and San Francisco. AKA and JA jointly provide on-call services to the City of Healdsburg and to Alameda County Public Works Agency. Adele Ho recently retired from her position as Public Works Director and City Engineer for the City of San Pablo. In addition to her 20 years of service to San Pablo, she also worked as a geotechnical engineer for several distinguished Bay Area geotechnical consulting firms after receiving her Master's Degree in Geotechnical Engineering from UC Berkeley in 1984. Her long career in both the consulting and public agency spheres brings a unique perspective to our team. Ms. Ho and AKA have worked together extensively on peer review, planning studies, site monitoring, and emergency response needs while Ms. Ho worked for San Pablo. Mr. Gibson is a principal engineer and co-founder of the design -build engineering firm of ESR. ESR specializes in foundations, retaining walls, and slide repair work. Since 1992, ESR has completed more than 2,500 projects ranging in cost from $1,500 to $7 million and is considered a leader in the Bay Area in the Fields of foundation and landslide repair work. ESR maintains a fleet of trucks and large excavation equipment, including pickups, dump trucks, excavators, loaders, dozers, and compactors that can be mobilized as needed for emergency landslide response and for repair operations. AKA and ESR have a long and successful history of working together on emergency landslide response and on the design and implementation of numerous hillside stabilization projects. The AKA team has the capabilities and is fully prepared to provide a complete range of geotechnical and geologic services for EI Nino emergency landslide response as well as investigation services for the design of a variety of Public Works, Capital Improvement, and other maintenance projects including roadways, drainage, and other public faculties. The AKA team also provides a full range of geotechnical construction -related services. These include field observation and testing services related to landslide repairs, infrastructure construction, excavation and shoring, drainage, fill placement, foundation installation, and pavements. We provide geotechnical laboratory testing of soil and rock materials and we can coordinate with commercial testing laboratories to provide concrete cylinder strength and asphaltic concrete composition testing. We look forward to providing geotechnical services to the City of San Rafael. We sincerely appreciate the opportunity to submit this brief statement of qualifications and invite you to visit our website (akropp.com) for more information on our company, including resumes of key personnel and examples of typical projects. Also attached to this letter is our Standard Schedule of Charges and Terms for your consideration. If you have any questions or comments regarding our services, please do not hesitate to call. ALAN K R ❑ P P & ASSOC RTES, INC Very truly yours, %4,. — %2 Alan L. Kropp, G.E. Principal Engineer AK/jc Copies: Addressee (PDF) - Dean.Allison@cityofsanrafael.org Attachment: Schedule of Charges and Terms P-8106 Brief Statement of Qualifications - City of San Rafael Page 3 P-8106 ALAN KR❑PP & A550C 4TES NC ALAN KROPP & ASSOCIATES, INC. SCHEDULE OF CHARGES AND TERMS FOR 2015 (Effective ,lanuary 1, 2015) CHARGES Lumo Sum Agreement: If Alan Kropp and Associates, Inc. (hereafter designated AKA) services are performed for a lump sum fee, the Client agrees to pay the lump sum fee stated in the proposal letter. Time and Materials Agreement: if AKA services are performed on a time -and -materials basis, the Client agrees to pay AKA in accordance with the following schedule of charges: Personnel Eauioment* Principal Engineer—Alan Kropp $220/hour All Vehicles $0.65/mile Principal Geologist $185/hour Nuclear Gauge Testing $15.00/test Associate Engineer $205/hour Slope Inclinometer Probe $125/'/: -day Senior Engineer $190/hour $175/full day Senior Geologist $175/hour Electronic Manometer $100/day Project Engineer II $155/hour Project Engineer I $140/hour Laboratory Testing** Project Geologist $130/hour Moisture Content (ASTM D 2216) $17.00 Staff Engineer II $120/hour Moisture and Density (ASTM D 2937) $25.00 Staff' Engineer [ $1 10/hour Sieve w/Percent Passing #200 (ASTM D 422) $105.00 Junior Engineer $95/hour Sieve w/Hydrometer (ASTM D 422) $175.00 Senior Engineer Tech $115/hour Percent Passing #200 Wash (ASTM D 1 140) $75.00 Lngineering rechnieian $95/hour Plastic and Liquid (Atterberg) Limits Engineering Assistant $85/hour (ASTM D 4318, Method B) $160.00 CAD/GIS Specialist $I 10/hour Unconfined Compression (ASTM D 2166) $70.00 Technical Illustration $85/hour Modified Proctor Compaction — 4" Mold Word/Data Processing $75/hour (ASTM D 1557) $250.00 Modified Proctor Compaction — 6" Mold Deonsitions_Arbitrations. Mediations. and Court Aonearances (ASTM D 1557) $300.00 Principal Engineer $505/hour Modified Proctor Compaction Check Point Associate Engineer $405/hour (ASTM D 1557) $100.00 AKA Library Charges Aerial Photographs $75/pair Historical Consultant Data $100/report *Charges for other equipment can be quoted at time of usage. **Additional testing may be provided by independent laboratory and will be billed at cost plus 15 percent These rates will be charged for work performed during this current year, Work continuing into the following year or years will be charged at the new year's rate or rates. Work required over eight hours on a weekday or on a Saturday will be billed at 1.5 times the rates shown above. On our invoice, this will be accommodated by increasing the amount of hours worked by 50%. Work required on Sundays or holidays will be billed at 2.0 times the rates shown above. On our invoice, this will be accommodated by increasing the amount of (tours worked by 100%. Services will be charged in -a-hour increments, with time rounded upward to the nearest ,s hour. Mere will be a minimum charge of /2 -hour engineering assistant time, as well as a minimum charge of !, -hour engineering time, to set up each job. Project related charges incurred prior to contract authorization are customarily incorporated into total project charges upon contract authorization. Any time spent out of the office is charged on a portal-to-portal basis, including mileage. Miscellaneous Charges: Drilling and backhoe services, special and consultant fees, permits, bridge tolls, insurance, fares, telegrams, shipping, special equipment rental, printing, reproduction, and other similar project -related costs are billed at cost plus 15 percent. COOPERATION AND PROJECT UNDERSTANDING Client will make available to AKA all information regarding existing and proposed conditions of' the site. The information shall include, but not be limited to, plot plans, topographic surveys, hydrographic data, and previous soil data including borings, field or laboratory tests, and written reports. Client will immediately transmit to AKA any new information that becomes available or any change in plans. AKA shall not be liable for any incorrect advice, judgment, or decision based on any inaccurate information furnished by Client, his agents or his other consultants, and Client will indemnify AKA against claims, demands, or liability arising out of or contributed to by such information. Page 2 No warranty of any kind whatsoever, expressed or implied, is made or intended in connection with the work to be performed by AKA or by the proposal for consulting or other services or by the furnishing ofoml or written reports or Findings made by AKA. No guarantee is given that reviewing bodies will grant project approval based on the work performed by AKA. If additional studies are required by such reviewers, Client will have the option of requesting the additional work be performed by AKA at additional cost or that no further work be performed by AKA and all outstanding invoices be paid. PROJECT SI'T'E Client shall grant free access to the site for all necessary equipment and personnel. The Client shall notify any and all possessors of the project site, that Client has granted AKA free access to the project site. the acquisition of, and the payment for, any necessary permits, easements or other site approvals shall be the responsibility of the Client. Client shall take reasonable steps to see that the property is protected, on and off site. AKA will not be responsible for damage to lawns, shrubs, landscapes, walks, or sprinkler systems, caused by movement of earth or equipment unless a specific agreement is made to the contrary. Client shall locate for AKA and shall assume responsibility for the accuracy of his representations as to the locations of all underground utilities and installations. AKA will not be responsible tier damage to any such utilities or underground facilities, the locations of which were not accurately disclosed by client. Client agrees to defend, indemnify and hold AKA harmless from any claim or liability for injury or loss, including costs of defense, arising from damnge done to subterranean structures and utilities not identified or accurately located, Any such damage may, at AKA's option, be repaired by AKA and billed at cost to Client. AKA shall backfill all borings or excavations on completion of his work unless monitoring of groundwater depth is appropriate. Settlement of the backfill may occur and the Client shall till holes as required. SAMPLES AKA will retain all soil and rock samples for 30 days after the issuance of the report or notification to terminate work. if Client desires extended storage, tite Client shall notify AKA prior to the expiration of this period. Extended storage or transfer will be at Client's expense. SAFETY AKA will not be responsible for the general safety on the site or the work of contractors and third parties. INVOICES AKA will submit invoices to client monthly, at other intervals appropriate to the project, or upon completion of services at the option of AKA. Our fees will be billed using an invoice format produced by a standardized accounting software package. Invoices will show hours, rate, and total charges broken down by personnel for services rendered during the billing period. A more detailed separation of charges and backup data will be provided upon C'lient's requests, but at additional costs. Requests for a basic description of services performed will be provided at a minimum charge of $25.00 per invoice. A basic description will categorize the work perforated on each day, i.e. site visit, phone call, meeting. Requests for more specific descriptions of services performed will be provided at our normal hourly rate shown on this Schedule of Charges and Terms. [TILLING AND PAYMENT Invoices will be submitted to Client by AKA, and will be due and payable upon presentation. If Client objects to all or any portion of any invoice, Client will so notify AKA in writing within fourteen calendar days of the invoice date, identify the cause ofdisagreement, and pay when due that portion of the invoice, not m dispute. The parties will immediately make every effort to settle the disputed portion of the invoice. In the absence of written notification described above, the balance as stated on the invoice will be paid. Invoices are delinquent il'puyntent has not been received within thirty days from date of invoice. Client will pay an additional charge of one and one-half percent per month on any delinquent amount, except any portion of the invoiced amount in dispute and resolved in favor of Client. Payment thereafter will first be applied to accrued interest and then to the principal unpaid amount. All time spent and expenses incurred (including any attorney's fees) in connection with collection of any delinquent amount will be paid by the Client to AKA per AKA's current fee schedules. In the event Client fails to pay AKA within sixty days after invoices are rendered, Client agrees that AKA will have the right to consider the failure to pay AKA's invoice as a breach of this AGREEMENT. Page 3 OWNERSHIP OF DOCUMENTS All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates, and other documents prepared by AKA, as instruments of service, shall remain the property of AKA. AKA will retain all pertinent records relating to the services performed for a period of 5 years following submission of the report. DISPUTES In the event the Client makes a claim, at law or otherwise, against AKA for any alleged error, omission, or other acts arising out of performance of the professional services of AKA, and the Client fails to prove such claim upon final adjudication, then the Client shall pay all costs incurred by AKA in defending themselves against the claim, including, but not limited to, personnel -related costs, attorney's fees, court costs, and all other claim -related expenses. All disputes, claims, and other matters in controversy between the Client and AKA arising out of or in any way related to this AGREEMEN'r will be submitted to alternative dispute resolution such as mediation and/or arbitration, before and as a condition precedent to other remedies provided by law. STANDARD OF CARE Services performed by AKA under this AGREENtENT will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in the same locality. Client recognizes that subsurface conditions may vary from those encountered at the location where borings, surveys, or explorations are made by AKA and that the data, interpretations and recommendations of AKA are based solely on the information available. AKA will be responsible for the reasonable development of those data, interpretations, and recommendations, but shall not be responsible for the interpretation by others of the information developed. LIMITATION OF LIABILITY In order for client to obtain a lower fee from AKA, among other benefits, and in order for AKA to reduce its residual risk created by providing services to client, client and AKA agree that, to the fullest extent permitted by law, AKA's total aggregate liability to client is limited to $50,000 or the fee, whichever is higher, for any and all of clients injuries, damages, claims, losses, expenses, or claim expenses arising out of this AGREENIENT from any cause or causes, Such causes include, but are not limited to, AKA's negligence, errors, omissions, breach of contract, breach of warranty, strict liability, negligent misrepresentation, statutory liability, or other acts giving rise to liability based upon contract, tort, or statute. Client understands that dollar limits higher than $50,000 are available, and that AKA might be willing to waive the limitation of liability altogether. (If client wishes to discuss other limits or the possibility of waiving this provision, and the resulting impact on AKA's retained risk and fee, client shall so notify AKA in writing. If client fails to issue such notification prior to accepting this AGREEMENT, through signature or, without signature, by orally or in writing authorizing AKA to commence services, client shall be deemed to have accepted the limit of $50,000 or the fee, whichever is higher.) rhis provision takes precedence over any conflicting provisions of this AGREEMENT. INSURANCE AKA represents and warrants that it maintains workers' compensation, commercial general liability, automobile liability, and professional liability insurance policies. Certificates for all such policies of insurance shall be provided to client upon request in writing. Listings as additional insured on any of our policies will be charged to the client at a fee of $125 for each occurrence. AKA shah not be responsible for any loss, damage, or liability beyond the amounts, limits and conditions of such insurance. AKA shall not be responsible for any loss, damage, or liability arising from any negligent acts by Client, its contractors, agents, staff, and other consultants employed by it. INDIVIDUAL RESPONSIBILITY The individual or individuals who sign this Contract on behalf of Client guarantee that Client will perform its duties under the Contract. The individual or individuals so signing this Contract warrant that they are duly authorized agents of the Client. Page 4 TERMINATION OF AGREEMENT In the event that either party desires to terminate this Contract prior to completion of the project, written notification of such intention to terminate must be tendered to the other party. In the event that Client notifies AKA of such intention to terminate AKA's services prior to completion, AKA reserves the right to complete such analysis and records as are necessary to place files in order, to dispose of samples, put equipment in order, and (where considered necessary to protect his professional reputation) to complete a report on the work performed to date. In the event that AKA incurs cost in Client's termination of this AGREEMENT, a termination charge to cover such cost shall be paid by Client. In the absence of a notification of termination. this AGREEMENT shall continue in full force and effect until such time as AKA has completed his services. BANKRUPTCY If Client or AKA should become bankrupt or make an assignment for the benefit of creditors, AKA, or his trustee in bankruptcy, shall be paid the reasonable value of all work theretofore performed, and the obligations of all parties under this Contract shall thereupon terminate. In determining reasonable value under this paragraph, die Contract price shall be deemed reasonable. DELAY AKA- will be excused for any delay in completion of the Contract caused by acts of God, acts of Client or Client's agent, inclement weather, labor trouble, acts of public utilities, public bodies or inspectors. extra work, failure of Client to make payments promptly, or other contingencies, unforeseen by AKA and beyond the reasonable control of AKA. Additional costs incurred by AKA as a result of a delay caused by factors beyond the control of AKA shall be paid by Client, even if they exceed previously agreed-upon charges. ASSIGNMENTS Neither the Client nor AKA may delegate, assign, sublet, or transfer his duties or interest in this AGREEMENT without the written consent of the other party. DISCOVERY OF UNANTICIPATED HAZARDOUS MATERIALS Client warrants that a reasonable effort to inform AKA of known or suspected hazardous materials on or near the project site has been made. Hazardous materials may exist at a site where there is no reason to believe they could or should be present. AKA and Client agree that the discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work or termination of services. AKA and Client also agree'that the discovery of unanticipated hazardous materials may make it necessary for AKA to take immediate measures to protect health and safety. Client agrees to compensate AKA for any equipment decontamination or other costs incident to the discovery of unanticipated hazardous waste. AKA agrees to notify Client when unanticipated hazardous materials or suspected materials are encountered. Client agrees to make any disclosures required by law to the appropriate governing agencies. Client also agrees to hold AKA harmless for any and all consequences of disclosures made by AKA, which are required by governing law. In the event tite project site is not owned by Client, Client recognizes that it is the Client's responsibility to inform the property owner of the discovery of unanticipated Hazardous materials or suspected hazardous materials. Notwithstanding any other provision of the AGREEMENT, Client waives any claim against AKA, and to the maximum extent permitted by law, agrees to defend, indemnify, and save AKA harmless from any claim, liability, and/or defense costs for injury or loss arising from AKA's discovery of unanticipated hazardous materials or suspected hazardous materials including any costs created by delay of the project and any cost associated with possible reduction of the property's value. Client will be responsible for ultimate disposal ot'any samples secured by AKA, which are found to be contaminated. I:\RATE SHEETS\2015 Schedules\CCGH Sched of Charges and Terns 2015 (p4v) doc PROFESSIONAL SERVICES AGREEMENT/CONTRACT COMPLETION CHECKLIST AND ROUTING SLIP Below is the process for getting your professional services agreements/contracts finalized and executed. Please attach this "Completion Checklist and Routing Slip" to the front of your contract as you circulate it for review and signatures. Please use this form for all professional services agreements/contracts (not just those requiring City Council approval). This process should occur in the order presented below. Step Responsible Description Completion Department , Date 1 City Attorney Review, revise, and comment on draft k- agreement. A&, rmmnt 3% 2 Contracting Department Forward final agreement to contractor for their signature. Obtain at least two signed originals from contractor. 3 Contracting Department Agendize contractor -signed agreement for Council approval, if Council approval necessary (as defined by City Attorney/City Ordinance*). 4 City Attorney Review and approve form of agreement; bonds, and insurance certificates nd �- 6 G endorsements. ,� ,,Z__ 5 City Manager / Mayor / or Agreement executed by Council authorized v Department IIead official. 6 City Clerk City Clerk attests signatures, retains original agreement and forwards copies to the contracting department. To be completed by Contracting Department: Project Manager: Project Name: P-qfc Agendized for City Council Meeting of (if necessary): FPPC: ❑ , check if required If you have questions on this process, please contact the City Attorney's Office at 485-3080. * Council approval is required if contract is over $20,000 on a cumulative basis.