HomeMy WebLinkAboutCC Resolution 10601 (Mahon Creek Bike Path)RESOLUTION NO. 10601
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN
RAFAEL ACCEPTING A PROPOSAL FROM HARDING LAWSON
ASSOCIATES (HLA) TO CONDUCT ENVIRONMENTAL AND
GEOTECHNICAL INVESTIGATION IN THE AMOUNT OF
$34,860 AND AUTHORIZING EXECUTION OF AGREEMENT
FOR THE MAHON CREEK BIKE PATH PROJECT
BE IT RESOLVED by the Council of the City of San Rafael as follows:
WHEREAS, The City is reconfiguring the bank for flood control and
constructing a pedestrian bike path along Mahon Creek between Lindaro at Andersen
Drive and West Francisco Blvd; and
this creek; and
WHEREAS, contaminated soil is known to be present along portions of
WHEREAS, staff requested and HLA is willing to conduct environmental
and geotechnical investigation for the above-mentioned project; and
WHEREAS, HLA has furnished a proposal to include these services; and
WHEREAS, staff finds the content and cost of the proposal to be
acceptable and within industry standards; and
WHEREAS, the Agreement will be approved by the City Attorney prior to
being executed.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of
San Rafael to hereby authorize the Public Works Director to execute and Agreement with
HLA to conduct environmental and geotechnical investigation in the amount of $34,860
for the Mahon Creek Bike Path Project.
0R�GQ IAL 0eo\
I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that
the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of
the Council of said City on the 6°i day of March, 2000, by the following vote, to wit:
AYES: COUNCILMEMBERS: Cohen, Heller, Miller, Phillips & Mayor Boro
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
JEAILEO INI, ity Clerk
File No.: 08.02.205
AGREEMENT
FOR PROFESSIONAL SERVICES
This Agreement is made and entered into this 6th day of MARCH , 2000, by
and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and HARDING LAWSON
ASSOCIATES (hereinafter "CONTRACTOR").
RECITALS
WHEREAS, the CITY has determined that consulting services are required to conduct
Environmental and Geotechnical Investigation for the Mahon Creek Bike Path Project.
WHEREAS, the CONTRACTOR has offered to render certain specialized professional
services in connection with the Project.
AGREEMENT
NOW, THEREFORE, the parties hereby agree as follows:
DEFINITIONS.
2. PROJECT COORDINATION.
A. CITY. The City Manager shall be the representative of the CITY for all
purposes under this Agreement. The Public Works Director 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. CONTRACTOR shall assign a single PROJECT
DIRECTOR to have overall responsibility for the progress and execution of this Agreement for
CONTRACTOR. Janet Peters 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 seven (7) business days of the substitution.
DUTIES OF CONTRACTOR.
CONTRACTOR shall perform the duties and/or provide services as follows: the
CONTRACTOR agrees to provide professional services as an Engineering Consultant as outlined
in the Proposal from CONTRACTOR dated February 10, 2000, marked Exhibit "A", attached
hereto, and incorporated herein by this reference. The CONTRACTOR agrees to be available and
perform the work specified in this agreement in the time frame as specified and as shown in Exhibit
"A"
4. DUTIES OF CITY.
CITY shall perform the duties described in Exhibit "A" attached hereto and
incorporated herein.
5. COMPENSATION.
For the full performance of the services described herein by CONTRACTOR,
CITY shall pay CONTRACTOR on a time and materials basis for services rendered in
accordance with the rates shown on the current fee schedule as described in Exhibit "A" attached
and incorporated herein. The total payment made for any individual work task will not exceed the
amounts shown on the Proposal Budget, set out in Exhibit "A".
Payment will be made monthly upon receipt by PROJECT MANAGER of itemized
invoices submitted by CONTRACTOR.
6. TERM OF AGREEMENT.
The term of this Agreement shall be from the date of execution until the Project is
complete.
7. TERMINATION.
A. Discretionary. Either party 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 ten (10)
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 thirty (30) days of the receipt of said notice.
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.
8. 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. The CITY agrees that all documents, including but not limited to, drawings,
specifications, and reports, prepared by CONTRACTOR pursuant to this Agreement are
instruments of service in respect to the Project. They are not intended or represented to be suitable
for reuse by the CITY or others on modifications or extensions of the Project or on any other
project. Any reuse without prior written verification or adaptation by CONTRACTOR for the
specific purpose intended will be at the CITY's sole risk and without liability or legal exposure to
CONTRACTOR. Any such verification or adaptation of documents requested of
CONTRACTOR by CITY will entitle CONTRACTOR to additional compensation at rates to be
agreed upon by CITY and CONTRACTOR.
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9. 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.
10. 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.
11. INSURANCE.
A. During the term of this Agreement, CONTRACTOR shall maintain, at no
expense to CITY, the following insurance policies:
1. A comprehensive general liability insurance policy in the minimum
amount of one million ($1,000,000) dollars per occurrence 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 ($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 ( $1,000,000) dollars to cover any claims arising out of the
CONTRACTOR's performance of services under this Agreement.
B. The insurance coverage required of the CONTRACTOR by section 11. A.,
shall also meet the following requirements:
1. The insurance shall be primary with respect to any insurance or
coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any
contribution;
2. Except for professional liability insurance, the insurance policies
shall be endorsed for contractual liability and personal injury;
3. 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.
4. CONTRACTOR shall provide to PROJECT MANAGER, (a)
Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific
endorsements naming CITY, its officers, agents, employees, and volunteers, as additional named
insureds under the policies.
5. The insurance policies shall provide that the insurance carrier shall
not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except
upon thirty (30) days written notice to CITY's PROJECT MANAGER;
6. 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;
7. The insurance policies shall provide for a retroactive date of
placement coinciding with the effective date of this Agreement;
8. The insurance shall be approved as to form and sufficiency by
PROJECT MANAGER and the City Attorney.
C. 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.
D. Any deductibles or self-insured retentions in CONTRACTOR's insurance
policies must be declared to and approved by the PROJECT MANAGER and the City Attorney.
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.
12. INDEMNIFICATION.
CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its
officers, agents, employees, and volunteers, against any claim, demand, suit, judgment, loss,
liability or expense of any kind, including attorney's fees and administrative costs, arising out of or
resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of
CONTRACTOR or CONTRACTOR'S officers, agents and employees in the performance of
their duties and obligations under this Agreement. CONTRACTOR's indemnification obligation
hereunder shall not apply to the extent such claims, demands, suits, judgements, losses or liability
or expense of any kind are caused by or result in any way from any acts or omissions, intentional or
negligence of CITY, or its officers, agents and employees.
13. 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.
14. 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.
15. 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.
16. 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:
TO CITY: Mr. David M. Bernardi, Public Works Director
City of San Rafael
1400 Fifth Ave. (P.O. Box 151560)
San Rafael, CA 94915-1560
TO CONTRACTOR: Janet Peters
Harding Lawson Associates
90 Digital Drive
Novato, CA 94949
17. 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.
18. 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.
B. This written Agreement shall supersede any and all prior agreements, oral or
written, regarding the subject matter between the CONTRACTOR and the CITY.
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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.
19. 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.
20. 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 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.
21. 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.
22. 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. CONTRACTOR's taxpayer
identification number is 68-0146861, and CONTRACTOR certifies under penalty of perjury that
said taxpayer identification number is correct.
23. APPLICABLE LAW.
The laws of the State of California shall govern this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month
and year first above written.
CITYSAN RAFAEL
` It
David M. Bernardi
Public Works Director
ATTEST:
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CONTRACTOR
arding Lawson Associates
Name: Janet Peters
Title: Princival Geoloeist
Services/Professional Services
Contract Form -1 (Revised 4/96)
Harding Lawson Associates -
Ex H 16l T Pl ■�
February 10, 2000
02874 101BAYA
Mr. Andy Preston
City of San Rafael
1400 Fifth Street
San Rafael, California 94901
Scope of Work and Fee Estimate
Environmental and Geotechnical Investigation
Creek Bank Reconfiguration and Path Design
Mahon Path Project
San Rafael, California
Dear Mr. Preston:
Harding Lawson Associates (HLA) is pleased to present this scope of work and fee estimate to the City of
San Rafael Department of Public Works (City) to perform the geotechnical and environmental
investigations and documentation for the planned Mahon Path project (Site). The scope of work is based
on discussions with the City during a December 21, 1999, meeting, and the preliminary plans and cross-
sections provided by CSW/Stuber-Stroeh Engineering Group, Inc. (CSW/St'-).
The project consists of reconfiguration of the bank and construction of a pedestrian bike path along two
areas of Mahon Creek. The first area is south of the former PG&E property area and north of the
Brandon Tire property and includes reconfiguration of the south bank of Mahon Creek and construction
of the path (Stations 24+60 through 18+80). The second area is between the current City Corporation
Yard and the Shamrock Center and Glass and Sash properties and includes reconfiguration of the bank
along both banks of Mahon Creek and construction of the path on the east side of the Creek (Stations
18+10 through 12+20). Review of the preliminary cross sections indicate the majority of the soil
requiring removal is located along the slopes of Mahon Creek. It is our understanding that the path must
be designed to accommodate the Pacific Gas and Electric (PG&E) line truck easement along that portion
of the Path adjacent to the Shamrock Center. Previous investigations in this area have shown the
presence of contamination associated with operation of PG&E's Manufactured Gas Plant and the
operations of the former Shell Gas Station and the City Corporation Yard. In addition, contamination
may be present as a result of the previous use of the subject properties and/or related to other adjacent
properties.
Engineering and
Environmental Services 90 Digital Drive, Novato, CA 94949 415/883-0112 Fax: 415/884-3300
00
Harding Lawson Associates
January 19, 2000
02874 101BAYA
Mr. Andy Preston
City of San Rafael
Page 2
SCOPE OF WORK
The purpose of our investigation will be to 1) provide geotechnical criteria for the design and construction
of the bike path, and 2) provide chemical data regarding the environmental condition of the fill material
and sediments that will be excavated or exposed as part of the creek reconfiguration and construction of
the path to determine proper health and safety requirements during construction and to allow for direct
loading of any soil needing disposal. As discussed with you, HLA assumes that any environmental
permitting work will be handled under a separate scope of work. 1 -ILA proposes to perform the scope of
work described below.
Task 1— Environmental and Geotechnical Investigation
Subtask 1.1 Site Reconnaissance, Utility Clearances, and Coordination
HLA will perform site reconnaissance, utility clearances and coordination with the necessary agencies and
entities. On the basis of our recent communication with you, HLA understands that all drilling and
encroachment fees will be waived and access will be provided by the City. HLA will prepare a site
specific Health and Safety Plan which designates personal protective equipment and safe work practices
during field operations.
Subtask 1.2 Geotechnical and Environmental Field Work
To evaluate the soil and sediment at the Site for disposal characterization and worker protection, HLA
proposes the following scope of work:
• Prepare a sampling plan in accordance with US EPA Document SW -846 in order to obtain the
correct number of sample locations so the soil can be excavated and loaded at the same time. Divide
excavation area into quadrates and mark boring locations and clear the locations by a private
underground utility locator and Underground Service Alert (USA)
• Drill 60 borings to depths ranging from 2 to 5 feet below ground surface (bgs) to comply with depth
of proposed excavation
• Collect soil samples at intervals and visually log each boring
• Select soil samples from each boring for composite into one sample for analysis by a State certified
analytical laboratory. A total of 15 samples will be analyzed
• Collect 6 sediment samples from Mahon Creek and composite into 3 samples for analysis
Harding Lawson Associates
January 19, 2000
02874 101BAYA
Mr. Andy Preston
City of San Rafael
Page 3
• Samples will be analyzed for Total Petroleum Hydrocarbons (TPH), volatile organic compounds
(VOCs), polynuclear aromatic hydrocarbons (PNAs) and the metals cadmium, chromium, lead,
nickel and zinc on a standard two-week turnaround
• Evaluating the analytical results from the soil sampling with the hazardous waste regulations in
California Code of Regulation (CCR) Title 22 Section 66260. If the results indicate levels of
contaminants are present above landfill acceptance requirements, further analytical testing (analysis
of metals by STLC method) of already collected samples may be required, but no additional field
work should be required. If required, HLA will discuss this with you before proceeding.
In addition, at three selected boring locations, bulk samples will be collected and analyzed for R -value,
plasticity index (PI) and particle size analysis to determine the geotechnical characteristics of the project
area soil. Samples obtained from the borings will also be examined by the geotechnical engineer to verify
field classifications.
Task 2 — Geotechnical Engineering and Pavement Design Report
Based on field observations, laboratory test results, and our engineering analyses, HLA will provide a
report which presents recommendations for asphalt pavement thickness design, utility trench backfilling
and grading.
Task 3 — Hazardous Material Study Report, Soil Management Plan and Site Health and Safety Plan
HLA will present a summary of the results of the environmental investigation in a letter report entitled
Hazardous Material Study. HLA will also prepare a Soil Management Plan (SMP) that will include the
data summary, describe soil handling procedures to be used during construction, including general
grading operations and management of the potentially contaminated soil and sediments. A site health and
safety plan (HSP) will be prepared under the direction of a Certified Industrial Hygienist for all activities
performed at the site. The HSP will be included as an appendix of the SMP. Both documents should be
incorporated in the Bid Spec Documents for the project.
Harding Lawson Associates
January 19, 2000
02874 101BAYA
Mr. Andy Preston
City of San Rafael
Page 4
COST ESTIMATE
HLA proposes to provide the services described above on a time -and -materials basis in accordance with
the attached schedule of charges. The total estimated cost for each task is summarized below.
Task 1
Task 2
Task 3
HLA Labor $7,300
Equipment 600
Drilling Subcontracor 7,245
Geotechnical and Analytical Laboratories 9,315
HLA Labor 2,050
HLA Labor 8,350
Total Estimated Costs $34,860
Project costs are based on the assumptions discussed above.
SCHEDULE
HLA is prepared to begin work upon receipt of authorization, which is anticipated by the beginning of
March 2000. Fieldwork would take place within 2 weeks of receiving authorization to proceed. HLA
anticipates being able to complete the geotechnical and hazardous materials reports, SMP and HSP,
within 5 weeks after completing fieldwork. Based on this schedule, HLA anticipates submitting all
deliverables to the City by May 1, 2000.
DELIVERABLES
The following are the deliverable elements for the contract:
• Geotechnical Report
Hazardous Material Report
0 SMP and HSP
Harding Lawson Associates
January 19, 2000
02874 101 BAYA
Mr. Andy Preston
City of San Rafael
Page 5
HLA appreciates the opportunity to submit this proposal to the City, and looks forward to working with
you on this and future assignments. If you have questions, please feel free to contact Ms. Peters at
(415) 884-3103 or Mr. Lieberman at (415) 884-3158.
Yours very truly,
HARDING LAWSON ASSOCIATES
Gary A. Lieberman
Senior Geologist
Janet Peters
Principal Geologist
GAL/JP;kb/KB55305.OFS-San Rafael
Attachment: Schedule of Charges
a v_ Harding Lawson Associates
Prepared for The City of San Rafael (10% Discount rate)
""' The following rates are effective 4/1/99 and will be adjusted annually on April 1 to reflect merit and
economic salary Increases.
Professional
Clerical
$ 52.00/hour
and Technical
Technical Word Processor
57.00/hour
Services
Field Technician
57.00/hour
Senior Field Technician
67.00/hour
Drafter/CAD Operator
67.00/hour
Protect Administrator/ Protect Coordinator
67.00/hour
Technical Editor
67.00/hour
Staff Engineer and Scientist
76.00/hour
Protect Engineer and Scientist
88.00/hour
Senior Engineer and Scientist
113.00/hour
Associate Engineer and Scientist
132.00/hour
Principal Engineer and Scientist
151.00/hour
Consulting Vice President
180.00/hour
Contract Labor
From time to time, Harding Lawson Associates retains outside Professional and
Technical labor on a temporary basis to meet peak work load demands. Such contract
labor will be charged at regular Schedule of Charges rates.
Litigation Support
Expert testimony in depositions, hearings, mediation, and trials will be charged at
200% of the above rates.
Travel Time
Travel time will be charged at regular hourly rates, for actual time involved (8 -hour
maximum) .
Equipment
CADD/Microcomputer
$ 25.00/hour
Personal Computer
25.00/hour
Track and Field Test Equipment
15.00/hour
4 -Wheel Drive Truck
15.00/hour
1/2- to 1 -Ton Pickup Truck
10.00/hour
Automobile
.31 /mile
Geovhvsical. Geotechnical & Environmental Monitoring Equip.
Separate
Schedule
Other Surveving Services
Separate Schedule
Other Computer Services
Separate Schedule
Outside
Rental of equipment not ordinarily furnished by Harding Lawson Associates
Services
and all other costs such as special printing, photographic work, travel by
common carrier, subsistence, subcontractors, etc.
cost + 15%
Communication In-house costs for long-distance telephone, telex, telecopier, postage, project labor
& Reproduction and printing. charges x 5%
Terms Billings are payable upon presentation and are past due 30 days from invoice date. A
finance charge of 1.5 percent per month, or the maximum amount allowed by law, will
be charged on past -due accounts. Harding Lawson Associates makes no warranty,
either expressed or implied, as to its findings, recommendations, specifications, or
professional advice except that they are prepared and issued in accordance with
generally accepted professional practice.
KB55305. DOC-OFS/ San Rafael
This fee schedule includes data that is considered confidential and shall not be copied or otherwise disclosed
beyond the use intended in this contract or proposal.
ICB55305.DOC-OFS/San Rafael