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13-018 TRC Solutions for Consultant Services for Soil Remediation for Mary Ave Dog Park �/ OFFICE OF THE CITY CLERK . CITY HALL 10300 TORRE AVENUE• CUPERTINO, CA 95014-3255 s1"•;9s. TELEPHONE: (408) 777-3223• FAX: (408)777-3366 WEBSITE:www.cuperlino.org CUPERTINO June 4, 2013 TRC Solutions, Inc. 101 2nd Street, Suite 300 San Francisco, CA 94105 Enclosed for your records is a fully executed original copy of the first amendment to your agreement with the City of Cupertino. If you have any questions, please contact the Public Works Department at (408) 777-3354. Sincerely, 11°. ,,Zkyzertai Dorothy Steenfott Senior Office Assistant City Clerk's Office Enclosure cc: Public Works CITY OF pteae..2 4„0 \r/ T r'0n: 3' T� , 5 d9c5 � IA 04- h cfvt J o )2e wro.:I,,.,C c,t.19J.t e-o(w, CUPERTINO l.,G„�r Soil Remediation For Mary Ave. I)og Park ADDITIONAL ENCUMBRANCE NO. 1 May 23, 2013 Contractor: TRC Solutions, Inc. 101 2nd Street, Suite 300 San Francisco, CA 94105 The following change is hereby approved and request for additional encumbrance: 1A Additional work to finalize the Removal Action Workplan $22,440.00 Total Additional Encumbrance No. 1 $22,440.00 Total Project Encumbrance: Original Encumbrance $14,285.00 Additional Encumbrance No. 1 $22,440.00 Revised Contract $36,725.00 ORIGINAL P.O. NUMBER: 00057978 ACCOUNT NUMBER: 580-9137-9300 - $ 14,285 and 110-8101-7014 - $ 22,440 Note out of Two Accounts REVIEWED BY: APPROVED BY: (214..""e"6-. Camen Lynaugh Timm Borden Public Works Projects Manager Director of Public Works Date 5/2S/ 3 Date SIZ,43 FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF CUPERTINO AND TRC SOLUTIONS FOR CONSULTANT SERVICES FOR SOIL REMEDIATION FOR MARY AVENUE DOG PARK This First Amendment to the Agreement between the City of Cupertino and TRC Solutions, for reference dated May 21, 2013 , is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and TRC Solutions a California corporation whose address is 101 2nd Street, Suite 300, San Francisco, CA 94105, phone: 415-644-3000, (hereinafter "Consultant"), and is made with reference to the following: RECITALS: A. On February 21, 2013, an agreement was entered into by and between City and TRC Solutions (hereinafter "Agreement"). B. City and TRC Solutions desire i:o modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between and undersigned parties as follows: 1. Paragraph 2. Service to be Performed of the Agreement is modified to read as follows: Consultant shall perform each and every service set forth in Exhibit A - Revised titled "Scope of Services" which is attached hereto and incorporated herein by this reference. 2. Paragraph 3. Schedule of Performance of the Agreement is modified to read as follows: The Services of Consultant are to be completed according to the schedule set out in Exhibit B - Revised, titled "Schedule of Performance", which is attached hereto and incorporated herein by reference. 3. Paragraph 4. Compensation to Consultant of the Agreement is modified to read as follows: The maximum compensation to be paid to under this agreement shall not exceed THIRTY SIX THOUSAND SEVEN HUNDRED TWENTY FIVE DOLLARS ($ 36,725). The rate of payment is set out in Exhibit C— Page 1 of 3 First Amendment Revised, titled "Compensation", which is attached hereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each phase, clearly stating at a minimum the total Contract amount, amount paid to date, percent complete and amount due. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. Page 2 of 3 First Amendment IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. TRC Solutions CITY OF CUPERTINO A Municipal Corporation �/ � 7 By � .b`v By C(4,,,"-/os .fir /,+- Dire of Public Works, Timm Borden Title Pr y—x J &e,-c%s,sL Date Ate. 2Z, 29i3 APPROVED AS TO FORM: BV///(/ .'city Attorney, Carol Korade! ATTEST: By r City Clerk, Grace Schmidt Contract Amount: $ 36,725 Account No. : 580-9137-9300 Page 3 of 3 First Amendment EXHIBIT A.—Revised SCOPE OF SERVICES CONSULTANT shall perform professional services as detailed in the following sections related to the Soil Remediation for Mary Avenue Dog Park located on Mary Avenue,north of Stevens Creek Boulevard, Cupertino. SECTION 1. GENERAL A. General PROJECT Description:The PROJECT involves soil testing, construction document preparation,bid support, construction administration services and project closeout for the soil remediation phase of the project. The dog park will enclose approximately 19,000 square feet with two areas for dogs to be off-leash. B. General Performance Requirements: 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee (hereinafter collectively "CITY") only. The CITY shall resolve any conflicting direction from other groups, departments or agencies. 3. CONSULTANT shall coordinate this scope of services with the CITY as well as with other CITY consultants and contractors, as needed or as directed by the CITY. CONSULTANT shall schedule meeting and prepare meeting agendas and minutes for all PROJECT meetings during the design phase under the scope of work. All minutes of meetings are due to the CITY within five (5)working days after the meeting. CONSULTANT shall provide copies of such documentation to the CITY, and as directed by the C:[TY, to other appropriate agencies and entities. CONSULTANT shall coordinate all responses to comments through the CITY. 4. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. The team members shall include Charles Mettler as CONSULTANT's Principal-in- charge for the duration of the PROJECT. CONSULTANT shall not substitute any team members without the prior approval of the CITY. 5. CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule for the performance included in EXHIBIT B-Revised, may be adjusted by mutual agreement. Page 1 of 11 TRC Agreement-1st Amendment Soil Remediation For Mary Avenue Dog Park Exhibits 6. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY, research applicable design criteria, and communicate with members of the PROJECT team. 7. When the CITY determines that the PROJECT requirements have been sufficiently identified, CONSULTANT shall prepare and update a PROJECT schedule for the CITY at the beginning of each TASK as defined in SECTION 2- "TASK" of this EXHIBIT A- Revised. The PROJECT schedule shall identify milestone dates for decisions required of the CITY, design services furnished by CONSULTANT and CONSULTANIT's SUBCONSULTANTS, dates of reviews and approvals required by all governmental agencies that have jurisdiction over the PROJECT, deliverables to be furnished by CONSULTANT, completion of documentation provided by CONSULTANT, commencement of construction and substantial completion of the construction of the PROJECT, and as identified in the exhibits under this AGREEMENT. 8. CONSULTANT shall submit construction documents to the CITY, according to SECTION 2—"TASKS",of this EXHIBIT A-Revised for purposes of evaluation and approval by the CITY. The CITY including the Department of Public Works Engineering and City Facilities and Department of Parks and Recreation will review the documents during each phase. CONSULTANT will meet with the CITY for progress review at various stages of the PROJECT. CONSULTANT will be responsible for causing the appropriate SUBCONSULTANT(S) to attend any meetings included in this SCOPE OF SERVICES. CONSULTANT shall make revisions to the construction documents as required for each task in a timely manner. 9. CONSULTANT shall assist the CITY, as requested by the CITY,in connection with the CITY's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the PROJECT, including submitting to the CITY's Building Department for a building permit if required. 10. CONSULTANT shall prepare and present to the CITY an Organization Chart, Directory, and Communication Flow Chart at the PROJECT Kick-Off Meeting. This meeting shall introduce team members, establish routes of communication, and discuss the participants'roles, responsibilities, and authority. C. Estimate of Probable Construction Cost: CONSULTANT shall be responsible to design the PROJECT and provide an Estimate of Probable Construction Cost consistent with the following procedures and requirements. 1. The Project Construction Budget shall be provided by the CONSULTANT as a summary sheet with submittal of each required Estimate of Probable Construction Cost, showing comparisons of cost evolution for the PROJECT. CONSULTANT shall advise the CITY in writing of any adjustments to previous Estimates of Probable Construction Cost indicated by changes in PROJECT requirements or general market conditions. Page 2 of 11 TRC Agreement-1St Amendment Soil Remediation For Mary Avenue Dog Park Exhibits 2. If bidding has not commenced within 90 days after CONSULTANT submits the Construction Documents to the CITY, CONSULTANT shall adjust the Estimate of Probable Construction Cost to reflect changes in the general level of prices in the construction industry. This will be an additional service. SECTION 2. TASKS TASK#1: SOIL SAMPLING TRC will evaluate the soil quality in the vicinity of the three previous borings which returned high total lead concentrations(SS-1C, SS-2B and SS-2C). TRC will collect eight samples from the vicinity of SS-1C and SS-2B. The samples will be collected from four equally spaced locations 10-feet from the boring, and another four equally spaced locations 20-feet from the original boring. SS-2C will be sampled in the same manner as above but since the SS-2C is situated so that the Site boundary precludes sampling to the east,only six samples will be collected. The soil samples will be collected using TRC's standard hand sampling protocols.They will be collected in clean glass sampling jars and placed in an ice cooled chest for transport to a state-certified laboratory under chain of custody documentation. All soil sampling equipment will be cleaned in a solution of laboratory grade detergent and rinsed with distilled water before use and between sample points. TRC will submit the samples to the laboratory with a standard turnaround time. Results can be expected within 5 to 7-workdays. TRC will prepare a letter report that will serve as an addendum to the exiting RAW,presenting the results of our soil quality evaluation and summarizing our conclusions and recommendations. TRC's conclusions will be based on readily avail able information, observations of existing conditions, and our interpretation of the analytical data. TRC to prepare a health and safety plan for their proposed work. TASK#2:ADDITIONAL SOIL SAMPLING:IF NECESSARY WILL BE AN ADDITIONAL SERVICE TRC will collect and test an additional eight samples to determine the lateral limits of soil impacted by lead. TRC will request a laboratory turnaround time of 48 hours. If it is determined that this work is necessary an Additional Service Directive will be issued. TASK#3: STLC METHOD ANALYSIS: TRC to perform STLC analysis which is frequently required by landfills for material with high concentration results prior to acceptance for disposal. Page 3 cf 11 TRC Agreement-1st Amendment Soil Remediation For Mary Avenue Dog Park Exhibits TASK#4: CONSTRUCTION DOCUMENTS: TRC will assist in preparing bid documents. TRC will ensure that the bid documents thoroughly address all foreseeable elements of the impacted soil removal and clean fill placement at the site in accordance with guidelines stipulated by the DTSC, CITY and TRC's RAW. CITY will provide standard format for bid documents. Includes two(2) meetings with the CITY to finalize bid documents. TASK#5: BIDDING AND AWARD: TRC will attend pre-bid meeting, prepare responses to contractor questions. TRC will assist CITY with preparing response to contractor questions. TRC will assist the CITY with verifying qualifications of apparent low bidder. TASK#6: CONSTRUCTION ADMINISTRATION: TRC shall ensure that the contractor has all pertinent permits for the remedial work prior to work start-up. TRC will survey and clearly mark the excavation areas in the field and conduct a pre-work site-walk with the CITY and Contractor to ensure all pertinent aspects of the proposed scope and implementation of work wLll be followed in accordance with DTSC approve Remedial Action Workplan (RAW). TRC will ensure that the Contractor has utilities marked and cleared in the field prior to the excavation work. TRC will prepare a Health Safety Plan (HSP)by a certified industrial hygienist for the on-site remediation activities. The HSP will evaluate appropriate personnel protective equipment (PPE) for TRC workers who may have contact with on-site soil. The dust control/monitoring section,if required,will present recommended protocol for reducing the amount of airborne dust emission and perimeter/personal air monitoring, if appropriate. Contractor is responsible for the preparation of their own HSP using TRC's HSP for guidance. TRC shall review the Contractor's dust control plan as required in the mitigated negative declaration. TRC's environmental scientist will provide contractor guidance and verification sampling during the remediation activities. TRC's environmental scientist will be on-site part-time (up to 4 hours per day) during the excavation and off-haul activities at the site. TRC will verify that the proper excavation dimensions (as per the specifications of each area) are met. Additional verification soil sampling within the excavations will be conducted in accordance with the Department of Toxic Substance Control (DTSC) and RAW in an effort to remove all hazardous lead-impacted soil. TRC will obtain copies of all Bills of Laden and Waste Manifest from the hauler to ensure that the excavated soil is properly disposed of in accordance with DTSC and RAW requirements. The cost for field oversight services are based on the assumption that the contractor's field schedule will be approximately 5 working days to complete excavation and off-haul activities. Page 4 of 11 TRC Agreement-1st Amendment Soil Remediation For Mary Avenue Dog Park Exhibits TASK#7: SOIL REMOVAL COMPLETION REPORT: TRC will prepare a report presenting the results of the work. The report will include a summary of the procedures,location,results (i:.e., analytical reports) of the confirmation soil sampling. Based on our field observation and guidance, our report will also document that the lead-impacted removal activities were performed in conformance with the RAW. The report will include a site plan showing sampling locations and copies of laboratory data sheets. TRC's conclusions and recommendations will be based on readily available information, observations of existing conditions, and TRC interpretation of the analytical data. TRC, on behalf of the CITY will coordinate with the Department of Toxic Substance Control (DTSC) to obtain the Voluntary Cleanup Agreement for soil removal actions anticipated for the site. TRC's State Licensed Professional Geologist will prepare the application for the Request for Agency Oversight, communicate with the DTSC regarding the scope of the work, compile and deliver all pertinent reports and coordinate with the DTSC for approval and certification of soil removal report. ADDITIONAL SERVICES Consultant Services beyond the work in these tasks may be provided by CONSULTANT as Additional Services only if such Additional Services are authorized in writing by the CITY in advance. An Additional services amount of FIVE THOUSAND DOLLARS ($5,000.00) is made a part of this agreement. Additional services may be paid for as a negotiated maximum not to exceed amount or by a time and materials cost accounting with a maximum not to exceed. Page 5 of 11 TRC Agreement-1st Amendment Soil Remediation For Mary Avenue Dog Park Exhibits EXHIBIT B -Revised SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by September 30, 2013. The following sets forth the distribution of CONSULTANT's Schedule of Performance for each project. The CITY may approve in writing the exi:ension of any milestone date set in this Exhibit. Task#1: Soil Sampling 1 week after signing the agreement Task#2 Additional Soil Sampling: To be an Additional Service if NIC Necessary X days after Notice to Proceed (NTP) _ for this phase Task#3: STLC Method Analysis 1 week after Notice to Proceed (NTP) for this phase Task#4: Construction Documents 1 week after Notice to Proceed (NTP) _ for this phase Task #5: Bidding and Award 3 weeks after Notice to Proceed (NTP) for this phase Task#6: Construction Administration Services 3 weeks after Notice to Proceed (NTP) for this phase Task#7: Soil Removal Completion Report 4weeks after Notice to Proceed (NTP) for this phase Page 6 of 11 TRC Agreement—1st Amendment Soil Remediation For Mary Avenue Dog Park Exhibits EXHIBIT C-Revised COMPENSATION A. Maximum Compensation. The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT, including both payment for professional services,additional services and reimbursable expenses, shall not exceed THIRTY SIX THOUSAND SEVEN HUNDRED TWENTY FIVE DOLLARS($36,725). CONSULTANT agrees that it shall perform all of the services set forth in Exhibit A of this AGREEMENT,except for additional services required pursuant to Section 2,TASKS and inclusive of reimbursable expenses,for the maximum not to exceed amount of THIRTY ONE THOUSAND SEVEN HUNDRED TWENTY FIVE DOLLARS($31,725). The maximum amount of Additional Services are authorized under Section G of this EXHIBIT C-Revised is FIVE THOUSAND DOLLARS($5,000). B. Method of Payment For Task Nos. 1 through 7 CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each milestone set forth below in the Payment Schedule (Schedule D below) for services performed, and reimbursable expenses incurred if applicable, in completing that milestone under this AGREEMENT. (Hereinafter "Invoice.") Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY, the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty(30)working days of receipt of the Invoice. The Invoice shall be based on the percentage of milestone completed, and it shall describe the topics and tasks completed during the Invoice period in accordance with the Budget Schedule and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable expenses if applicable, in accordance with the Budget Schedule and Payment Schedule set forth below. CONSULTANT also shall include supporting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. Page 7 of 11 TRC Agreement-1st Amendment Soil Remediation For Mary Avenue Dog Park Exhibits C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Task Description Compensation Task #1: Soil Sampling $8,625 Task#2: Additional Soil Sampling—If necessary will be Additional $0 Service Task#3: STLC Method Analysis (10 samples) $660 Task #4: Construction Documents $3,500 Task#5: Bidding and Award $2,750 Task#6: Construction Administration $9,345 Task #7: Soil Removal Completion Report $6,845 Additional Services $5,000 TOTAL $36,725 CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior written authorization from the CITY. The CITY may approve in writing the transfer of budget amounts between any of the Tasks listed above provided the total AGREEMENT amount does not exceed THIRTY SIX THOUSAND SEVEN HUNDRED TWENTY FIVE DOLLARS ($36,725). Page 8 of 11 TRC Agreement-1st Amendment Soil Remediation For Mary Avenue Dog Park Exhibits D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK MILESTONE PERCENT OF TASK COMPENSATION PAID UPON COMPLETION OF MILESTONE Task#1 - Soil Sampling 100% Task#2- Additional Soil Sampling: If necessary will be an Additional Service 0% Task#3- STLC Method Analysis 100% Task#4- Construction Documents: NIC 100% Task#5- Bidding and Award: NIC 100% Task #6- Construction Administration: NIC 100% Task #7- Soil Removal Completion Report: NIC 100% Additional Services Paid Pursuant to Subsection G below E. Subconsultant Services. CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. F. Reimbursable expenses. Reimbursable expenses are included in CONSULTANT's lump sum compensation, including, but not limited to, any expenses related to CONSULTANT's internal plan checks, CAD test prints, 8 1/2" x 11" copies or fax copies. Plotting and Printing for public distribution will be the responsibility of the CITY. There are no separate reimbursable expenses for Basic Services performed under Tasks 1-7 of EXHIBIT A-Revised. Page 9 of 11 TRC Agreement-1st Amendment Soil Remediation For Mary Avenue Dog Park Exhibits G. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set aside the sum of FIVE THOUSAND DOLLARS($5,000) for the payment of Additional Services. The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. In the event Additional Services are authorized,CONSULTANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule attached to this EXHIBIT C-Revised. The rates shown in the EXHIBIT C-1 sall stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C-Revised. Page 10 of 11 TRC Agreement-1st Amendment Soil Remediation For Mary Avenue Dog Park Exhibits EXHIBIT C-1 CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES TRC Senior Project Engineer $185 Senior Staff Geologist $133 GIS Specialist $105 Technical Illustrator/CAD $78 Administrative Clerk $72 Page 11 of 11 TRC Agreement—1st Amendment Soil Remediation For Mary Avenue Dog Park Exhibits \ / OFFICE OF THE CITY CLERK CITY HALL 10300 TORRE AVENUE •C:UPERTINO, CA 95014-3255 yt.1 9s TELEPHONE: (408) 777-3223• FAX: (408) 777-3366 WEBSITE:www.cupertino.org CUPERTINO March 7, 2013 TRC Solutions 101 2nd Street, Suite 300 San Francisco, CA 94105 An original copy of your Agreement with the City of Cupertino is enclosed. If you have any questions or need additional information, please contact the Public Works department at (408) 777-3354. Sincerely, Brittany Carey Senior Office As ' tant City of Cupertino Enclosure cc: Public Works AGREEMENT BETWEEN THE CITY OF CUPERTINO AND TRC SOLUTIONS FOR CONSULTANT SERVICES FOR SOIL REMEDIATION K"-- FOR MARY AVENUE DOG PARK pc--#�3�S-2 ? ? Q THIS AGREEM AGREEMENT, for reference dated �b. Z, , 2013, is by and between CITY OF CUPERTINO, a municipal corporation (hereinafter referred to as "City"), and TRC Solutions, a California corporation whose address is 101 2nd Street, Suite 300, San Francisco, CA 94105, phone: 415-644-3000 (hereinafter referred to as "Consultant"), and is made with reference to the following: RECITALS: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perform the special services which will be required by this Agreement; and C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for consultant service for Soil Remediation for Mary Avenue Dog Park upon the terms and conditions herein. NOW,THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM: The term of this Agreement shall commence on the date of execution of this agreement, and shall terminate on September 30, 2013, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED: Consultant shall perform each and every service set forth in Exhibit "A" titled" Scope of Services" which is attached hereto and incorporated herein by this reference. Page 1 of 12 TRC Agreement 3. SCHEDULE OF PERFOMRANCE: The Services of Consultant are to be completed according to the schedule set out in Exhibit"B", titled "Schedule of Performance ", which is attached hereto and incorporated herein by this reference. 4. COMPENSATION TO CONSULTANT: The maximum compensation to b e paid to Consultant under this agreement shall not exceed FOURTEEN THOUSAND TWO HUNDRED EIGHTY FIVE DOLLARS ($ 14,285). The rate of payment is set out in Exhibit "C", titled "Compensation", which is attached hereto and incorporated herein. Consultant shall furnish to City a detailed statement of the work performed for compensation during the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each phase, clearly stating as a minimum the total Contract amount, amount paid to date, percent complete and amount due. 5. TIME IS OF THE ESSENCE: Consultant and City agree that time is of the essence regarding the performance of this Agreement. 6. STANDARD OF CARE: Consultant agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 7. INDEPENDENT PARTIES: City and Consultant intend that the relationship between them created by this Agreement is that of employer-independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services. None of the benefits provided by City to its employees, including but not limited to, unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items, if required, are the responsibility of Consultant. Page 2 of 12 TRC Agreement 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA): Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder,pursuant to all applicable IRCA or other federal or state rules and regulations. Consultant shall indemnify and hold City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 9. NON-DISCRIMINATION: Consistent with City's policy that harassment and discrimination are unacceptable employer/employee conduct, Consultant agrees that harassment or discrimination directed toward a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, or sexual orientation will not be tolerated. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 10. PROJECT COORDINATION CITY: Director of Public Works shall be representative of City for all purposes under this Agreement. Carmen Lynaugh, Public Works Project Manager is hereby designated as the Director of Public Works' designee and Project Manager, and shall supervise the progress and execution of this Agreement. CONSULTANT: Consultant shall assign a single Consultant Project Manager to have overall responsibility for the progress and execution of this Agreement for Consultant. Should circumstances or conditions subsequent to the execution of the Agreement require a substitute Consultant Project Manager for any reason, the Consultant Project Manager designee shall be subject to the prior written acceptance and approval of the City Project Manager. The designated Consultant Project Manager shall be Charles Mettler. Page 3 of.L2 TRC Agreement • 11. HOLD HARMLESS: Indemnification: A. Claims for Professional Liabili ty. Where the law establishes a standard of care for Consultant's professional services, and to the extent the Consultant breaches or fails to meet such established standard of care, or is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant. To the extent allowed by Civil Code section 2782.8 such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. B. Claims for Other Liability. Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement indemnify, defend, and hold harmless the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, the negligent performance of this Agreement by Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation. 12. INSURANCE: On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with paragraphs 12A, B, C, D and E. Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the Page 4 of 12 TRC Agreement insurer affording coverage shall provide thirty(30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." It is agreed that Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is accepi:able to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. A. COVERAGE: Consultant shall maintain the following insurance coverage: (1) Workers' Compensation: Statutory coverage as required by the State of California. (2) Liability: Commercial general liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence $1,000,000 aggregate - all other Property Damage: $100,000 each occurrence $250,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of$1,000,000 will be considered equivalent to the requ red minimum limits shown above. (3) Automotive: Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500,000 each occurrence Property Damage: $100,000 each occurrence or Combined Single Limii:: $500,000 each occurrence (4) Professional Liability: Professional liability insurance which includes coverage for the professional acts, errors and omissions of Consultant in the amount of at least$1,000,000. B. SUBROGATION WAIVER: Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his/her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing Page 5 of 12 TRC Agreement comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. FAILURE TO SECURE: If Consultant at any time during the term hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D. ADDITIONAL INSURED: City, its City Council, boards and commissions, officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability and workers' compensation insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. SUFFICIENCY OF INSURANCE: The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. 13. CONFLICT OF INTEREST: Consultant warrants that it is not a conflict of interest for Consultant to perform the services required by this Agreement. Consultant may be required to fill out a conflict of interest form if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations. 14. PROHIBITION AGAINST TRANSFERS: Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted Page 6of12 TRC Agreement assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent(50%) or more of the voting power of the corporation. 15. SUBCONTRACTOR APPROVAL: Unless prior written consent from City is obtained, only those people and subcontractors whose names are included in this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. 16. PERMITS AND LICENSES: Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to, a City Business License, that may be required in connection with the performance of services hereunder. 17. REPORTS: A. Each and every report, draft, 'work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City. Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, information and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Reports prepared by Consultant may be used by City in execution or implementation of: Page 7 of 12 TRC Agreement (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or (4) Other City projects as appropriate. C. Consultant shall, at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Reports required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report, information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. F. Electronic and hard copies of Consultant's work product shall constitute the Project deliverables. Plans to be in CAD and PDF formats, and other documents to be in Microsoft Word and PDF formats. City holds Consultant harmless for any modifications to the documents. 18. RECORDS: Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after receipt of final payment. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant.shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. Page 8 of 12 TRC Agreement 19. NOTICES: All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Consultant to City shall be addressed to City at: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Carmen Lynaugh All notices, demands, requests, or approvals from City to Consultant shall be addressed to Consultant at: Charles Mettler TRC Solutions 101 2nd Street, Suite 300 San Francisco, CA 94105 20. TERMINATION: In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If such default is not cured within the time specified after receipt by Consultant from City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, City may terminate the Agreement forthwith by giving to the Consultant written notice thereof. City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days'prior written notice to Consultant as provided herein. Upon termination of this Agreement, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. In the event of termination, Consultant shall deliver to City, copies of all reports, documents, and other work performed by Consultant under this Agreement. Notwithstanding the forgoing, Consultant may retain a copy of City's Reports for archival purposes in accordance with Consultant's record retention policy subject to the confidentiality obligations set forth herein. Page 9 of 12 TRC Agreement 21. COMPLIANCES: Consultant shall comply with all state or federal laws and all ordinances, rules and regulations enacted or issued by City. 22. CONFLICT OF LAW: This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement(or the successors of those authorities.) Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Santa Clara, State of California. 23. ADVERTISEMENT: Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs, advertising, show bills, lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 24. WAIVER: A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 22. INTEGRATED CONTRACT: This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 25. GIFTS: A. Consultant is familiar with City's prohibition against the acceptance of any gift by a City officer or designated employee, which prohibition is found in City Administrative Procedures. B. Consultant agrees not to offer any City officer or designated employee any gift prohibited by the Administrative Procedures. Page 10 of 12 TRC Agreement C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by Consultant. In addition to any other remedies, City may have in law or equity, City may terminate this Agreement for such breach as provided in Section 19 of this Agreement. 26. INSERTED PROVISIONS: Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such insertion on application by either party. 27. CAPTIONS: The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. Page 11 of]2 TRC Agreement P.O. No.: D-G0.S`-/ 7 d IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTAN / CITY OF CUPERTINO �/ - 44 b ) A Municipal Corporation TRC Solutions By a/i— E; F� Timm Borden, Director of Public Works Name 614470-/e.5 Ail/4y AA�� Date '2/2 / Title /`"v-; ` €1.1 C.;&94‘,.)1 Date -'e..4Z/, 2p/3 Tax I.D. No.: `74- ,4,Z /92;o5 APPROVED AS TO FORM: Address: /9 l 2—c l 5,VP., ' :L o o ILA ,y c,_, 6,-c,t,-=.a:4 C-0 e--A 946"...1 i/l/ � i ._,. _Ike I"' Carol Korade, City Att•rney ATTEST: /1----Th , t‘' ,' Ak_____ LA, Grace Schmidt, City Clerk Contract Amount: 580-9137-9300 Account No. : $14,285.00 34/ 3 Page 12 of 12 TRC Agreement EXHIBIT A SCOPE OF SERVICES CONSULTANT shall perform professional services as detailed in the following sections related to the Soil Remediation for Mary Avenue Dog Park located on Mary Avenue, north of Stevens Creek Boulevard, Cupertino. SECTION 1. GENERAL A. General PROJECT Description:The PROJECT involves soil testing, construction document preparation, bid support, construction administration services and project closeout for the soil remediation phase of the project. The dog park will enclose approximately 19,000 square feet with two areas for dogs to be off-leash. B. General Performance Requirements: 1. The performance of all services by CONSULTANT shall be to the satisfaction of the CITY, in accordance with the express terms hereof, including but not limited to the terms set out in detail in this scope of services and the standard of care provisions contained in this AGREEMENT. 2. The CITY's Department of Public Works shall manage the PROJECT and this AGREEMENT. CONSULTANT shall receive final direction from the CITY's Director of Public Works or his/her authorized designee(hereinafter collectively "CITY")only. The CITY shall resolve any conflicting direction from other groups, departments or agencies. 3. CONSULTANT shall coordinate this scope of services with the CITY as well as with other CITY consultants and contractors,as needed or as directed by the CITY. CONSULTANT shall schedule meeting and prepare meeting agendas and minutes for all PROJECT meetings during the design phase under the scope of work. All minutes of meetings are due to the CITY within five(5) working days after the meeting. CONSULTANT shall provide copies of such documentation to the CITY, and as directed by the CITY, to other appropriate agencies and entities. CONSULTANT shall coordinate all responses to comments through the CITY. 4. CONSULTANT shall designate and provide to the CITY the names of their team members for the PROJECT. The team members shall be satisfactory to the CITY. The team members shall include Charles Mettler as CONSULTANT's Principal-in- charge for the duration of the PROJECT. CONSULTANT shall not substitute any team members without the prior approval of the CITY. 5. CONSULTANT's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly process of the work. The schedule for the performance included in EXHIBIT B, may be adjusted by mutual agreement. Page 1 of'10 TRC Agreement Soil Remediation For Mary Avenue Dog Park Exhibits 6. CONSULTANT shall manage its SUBCONSULTANTS, and administer the PROJECT. CONSULTANT shall consult with the CITY, research applicable design criteria, and communicate with members of the PROJECT team. 7. When the CITY determines that the PROJECT requirements have been sufficiently identified, CONSULTANT shall prepare and update a PROJECT schedule for the CITY at the beginning of each TASK as defined in SECTION 2- "TASK" of this EXHIBIT A. The PROJECT schedule shall identify milestone dates for decisions required of the CITY, design services furnished by CONSULTANT and CONSULTANT'S SUBCONSULTANTS, dates of reviews and approvals required by all governmental agencies that have jurisdiction over the PROJECT, deliverables to be furnished by CONSULTANT,completion of documentation provided by CONSULTANT,commencement of construction and substantial completion of the construction of the PROJECT, and as identified in the exhibits under this AGREEMENT. 8. CONSULTANT shall submit construction documents to the CITY,according to SECTION 2-"TASKS", of this EXHIBIT A for purposes of evaluation and approval by the CITY. The CITY including the Department of Public Works Engineering and City Facilities and Department of Parks and Recreation will review the documents during each phase. CONSULTANT will meet with the CITY for progress review at various stages of the PROJECT. CONSULTANT will be responsible for causing the appropriate SUBCONSULTANT(S)to attend any meetings included in this SCOPE OF SERVICES. CONSULTANT shall make revisions to the construction documents as required for each task in a timely manner. 9. CONSULTANT shall assist the CITY, as requested by the CITY, in connection with the CITY's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the PROJECT, including submitting to the CITY's Building Department for a building permit if required. 10. CONSULTANT shall prepare and present to the CITY an Organization Chart, Directory,and Communication Flow Chart at the PROJECT Kick-Off Meeting. This meeting shall introduce team members,establish routes of communication, and discuss the participants'roles, responsibilities, and authority. C. Estimate of Probable Construction Cost:CONSULTANT shall be responsible to design the PROJECT and provide an Estimate of Probable Construction Cost consistent with the following procedures and requirements. 1. The Project Construction Budget shall be provided by the CONSULTANT as a summary sheet with submittal of each required Estimate of Probable Construction Cost, showing comparisons of cost evolution for the PROJECT. CONSULTANT shall advise the CITY in writing of any adjustments to previous Estimates of Probable Construction Cost indicated by changes in PROJECT requirements or general market conditions. Page 2 of:1.0 TRC Agreement Soil Remediation For Mary Avenue Dog Park Exhibits 2. If bidding has not commenced within 90 days after CONSULTANT submits the Construction Documents to the CITY, CONSULTANT shall adjust the Estimate of Probable Construction Cost to reflect changes in the general level of prices in the construction industry. This will be an additional service. SECTION 2. TASKS TASK#1: SOIL SAMPLING TRC will evaluate the soil quality in the vicinity of the three previous borings which returned high total lead concentrations(SS-1C, SS-2B and SS-2C). TRC will collect eight samples from the vicinity of SS-1C and SS-2B. The samples will be collected from four equally spaced locations 10-feet from the boring, and another four equally spaced locations 20-feet from the original boring. SS-2C will be sampled in the same manner as above but since the SS-2C is situated so that the Site boundary precludes sampling to the east,only six samples will be collected. The soil samples will be collected using TRC's standard hand sampling protocols. They will be collected in clean glass sampling jars and placed in an ice cooled chest for transport to a state-certified laboratory under chain of custody documentation. All soil sampling equipment will be cleaned in a solution of laboratory grade detergent and rinsed with distilled water before use and between sample points. TRC will submit the samples to the laboratory with a standard turnaround time. Results can be expected within 5 to 7-workdays. TRC will prepare a letter report that will serve as an addendum to the exiting RAW,presenting the results of our soil quality evaluation and summarizing our conclusions and recommendations. TRC's conclusions will be based on readily available information, observations of existing conditions, and our interpretation of the analytical data. TRC to prepare a health and safety plan for their proposed work. TASK#2:ADDITIONAL SOIL SAMPLING:IF NECESSARY WILL BE AN ADDITIONAL SERVICE TRC will collect and test an additional eight samples to determine the lateral limits of soil impacted by lead. TRC will request a laboratory turnaround time of 48 hours. If it is determined that this work is necessary an Additional Service Directive will be issued. TASK#3: STLC METHOD ANALYSIS TRC to perform STLC analysis which is frequently required by landfills for material with high concentration results prior to acceptance for disposal. TASK#4: CONSTRUCTION DOCUMENTS: NOT IN CONTRACT(NIC) Page 3 of l0 TRC Agreement Soil Remediation For Mary Avenue Dog Park Exhibits TASK#5: BIDDING AND AWARD: NOT IN CONTRACT(NIC) TASK#6: CONSTRUCTION ADMINISTRATION: NOT IN CONTRACT(NIC) TASK#7: SOIL REMOVAL COMPLETION REPORT: NOT IN CONTRACT(NIC) ADDITIONAL SERVICES Consultant Services beyond the work in these tasks may be provided by CONSULTANT as Additional Services only if such Additional Services are authorized in writing by the CITY in advance. An Additional services amount of FIVE THOUSAND DOLLARS($5,000.00)is made a part of this agreement. Additional services may be paid for as a negotiated maximum not to exceed amount or by a time and materials cost accounting with a maximum not to exceed. Page 4 of 10 TRC Agreement Soil Remediation For Mary Avenue Dog Park Exhibits EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by September 30,2013. The following sets forth the distribution of CONSULTANT's Schedule of Performance for each project. The CITY may approve in writing the extension of any milestone date set in this Exhibit. Task#1: Soil Sampling 1 week after signing the agreement Task#2 Additional Soil Sampling: To be an Additional Service if NIC Necessary X days after Notice to Proceed (NTP) for this phase Task #3: STLC Method Analysis: 1 week after Notice to Proceed (NTP) for this phase Task #4: Construction Documents: Not Jr.Contract(NIC) NIC X weeks after Notice to Proceed (NTP) for this phase Task #5: Bidding and Award:Not In Contract(NIC) NIC X weeks after Notice to Proceed (NTP) for this phase Task #6: Construction Administration Services: Not In Contract NIC (NIC) X weeks after Notice to Proceed (NTP) for this phase Task #7: Soil Removal Completion Report: Not In Contract(NIC) NIC X weeks after Notice to Proceed (NTP) for this phase Page 5 of 10 TRC Agreement Soil Remediation For Mary Avenue Dog Park Exhibits EXHIBIT C COMPENSATION A. Maximum Compensation. The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this AGREEMENT. The maximum amount of compensation to be paid to CONSULTANT under this AGREEMENT, including both payment for professional services, additional services and reimbursable expenses, shall not exceed FOURTEEN THOUSAND TWO HUNDRED EIGHTY FIVE DOLLARS($ 14,285). CONSULTANT agrees that it shall perform all of the services set forth in Exhibit A of this AGREEMENT,except for additional services required pursuant to Section 2,TASKS and inclusive of reimbursable expenses, for the maximum not to exceed amount of NINE THOUSAND TWO HUNDRED EIGHTY FIVE DOLLARS($9,285). The maximum amount of Additional Services are authorized under Section G of this EXHIBIT C is FIVE THOUSAND DOLLARS($5,000). B. Method of Payment For Task Nos. 1 through 7 CONSULTANT shall, during the term of this AGREEMENT, invoice the CITY monthly based upon a percentage of completion of each milestone set forth below in the Payment Schedule(Schedule D below) for services performed, and reimbursable expenses incurred if applicable, in completing that milestone under this AGREEMENT. (Hereinafter "Invoice.") Provided CONSULTANT has completed the services and incurred the reimbursable expenses covered by the Invoice in accordance with the provisions of this AGREEMENT, as determined by the CITY, the CITY shall pay CONSULTANT the amount shown on the Invoice within thirty(30)working days of receipt of the Invoice. The Invoice shall be based on the percentage of milestone completed, and it shall describe the topics and tasks completed during the Invoice period in accordance with the Budget Schedule and Payment Schedule set forth below. The Invoice shall list work completed and reimbursable expenses if applicable, in accordance with the Budget Schedule and Payment Schedule set forth below. CONSULTANT also shall include supporting documents for any reimbursable expenses. The Invoice shall also show the total to be paid for the Invoice period. Page 6 of'10 TRC Agreement Soil Remediation For Mary Avenue Dog Park Exhibits C. Budget Schedule The Budget Schedule for this AGREEMENT shall be as follows: Task Task Description Compensation Task#1: Soil Sampling Task #2: Additional Soil Sampling—If necessary will be Additional $8, 0 $0 Service $ Task #3: STLC Method Analysis(10 samples) $660 Task#4: Construction Documents: NIC $0 Task #5: Bidding and Award:NIC $0 Task#6: Construction Administration: NIC $0 Task #7: Soil Removal Completion Report:NIC $0 Additional Services $5,000 TOTAL $ 14,285 CONSULTANT shall not exceed any of the specified budget amounts for any Task without prior written authorization from the CITY. The CITY may approve in writing the transfer of budget amounts between any of the Tasks listed above provided the total AGREEMENT amount does not exceed FOURTEEN THOUSAND TWO HUNDRED EIGHTY FIVE DOLLARS($ 14,285). Page 7 of 10 TRC Agreement Soil Remediation For Mary Avenue Dog Park Exhibits D. Payment Schedule The Payment Schedule for this AGREEMENT shall be as follows: TASK MILESTONE PERCENT OF TASK COMPENSATION PAID UPON COMPLETION OF MILESTONE Task#1 — Soil Sampling 100% Task #2— Additional Soil Sampling: If necessary will be an Additional Service 0% Task#3— STLC Method Analysis 100% Task#4— Construction Documents: NIC 0% Task #5— Bidding and Award:NIC 0% Task #6— Construction Administration: NIC 0% Task#7— Soil Removal Completion Report: NIC 0% Additional Services Paid Pursuant to Subsection G below E. Subconsultant Services. CONSULTANT is directly responsible for any payment for SUBCONSULTANT work on this PROJECT. SUBCONSULTANT work on this PROJECT is included in the Budget Schedule shown above and shall be billed to the CITY by CONSULTANT as part of the Basic Services. F. Reimbursable expenses. Reimbursable expenses are included in CONSULTANT's lump sum compensation, including, but not limited to, any expenses related to CONSULTANT's internal plan checks, CAD test prints,8 1/2" x 11" copies or fax copies. Plotting and Printing for public distribution will be the responsibility of the CITY. There are no separate reimbursable expenses for Basic Services performed under Tasks 1-7 of EXHIBIT A. Page 8 of 10 TRC Agreement Soil Remediation For Mary Avenue Dog Park Exhibits G. Additional Services. CONSULTANT shall not perform Additional Services without prior written authorization of the CITY. Additional Services shall be separately negotiated to be paid on a lump sum or a time and material basis at the rates set forth herein, as authorized by the CITY. The CITY has set aside the sum of FIVE THOUSAND DOLLARS($5,000) for the payment of Additional Services. The CITY shall not authorize and CONSULTANT shall not perform any Additional Services that result in charges in excess of the above amount. CONSULTANT shall submit an Invoice to the CITY for payment on a monthly basis for authorized Additional Services rendered during the previous month. In the event Additional Services are authorized, CONSULTANT shall submit Invoices in accordance with the CONSULTANT hourly rate schedule attached to this EXHIBIT C. The rates shown in the EXHIBIT C-1 sail stay in effect during the full term of the contract. The CITY shall pay Additional Services Invoices as provided in this EXHIBIT C. Page 9 of 10 TRC Agreement Soil Remediation For Mary Avenue Dog Park Exhibits EXHIBIT C-1 CONSULTANT HOURLY RATES FOR ADDITONAL SERVICES TRC Senior Project Engineer $185 Senior Staff Geologist $133 GIS Specialist $105 Technical Illustrator/CAD $78 Administrative Clerk $72 Page 10 of 10 TRC Agreement Soil Remediation For Mary Avenue Dog Park Exhibits �`�® CERTIFICATE OF LIABILITY INSURANCE DATE24/2/V3 06/24/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 1-770-552-4225 CONTACT Jerry NO Ola NAME: Y Greyling Insurance Brokerage PHONE FAX .(A/C.No.Ext). 770-552-4225 'C'No: 866-550-4082 450 Northridge Parkway E-MAIL ADDRESS: jerry.noyola@greyling.com Suite 102 Atlanta, GA 30350 INSURER(S)AFFORDING COVERAGE NAIC# Matias Ormaza INSURER A: Zurich American Insurance Company INSURED INSURER B: American Guarantee & Liability Insuranc TRC Solutions, Inc. INSURER C: American Zurich Insurance Company 123 Technology Drive INSURER D: Irvine, CA 92618 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 34343662 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE:BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER _ MM/DD/YYYY MM/DD/YYYY • GENERAL LIABILITY GL05472507-01 07/01/1 07/01/14 EACH OCCURRENCE $ 2,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE S Ea occurren To RENTED ce $ 500,000 PREMISE CLAIMS-MADE �OCCUR MED EXP(Any one person) $ 10,000 X Contractual Liability 2,000,000 PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG $4,000,000 POLICY X PRO- X LOC $JEC • AUTOMOBILE LIABILITY BAP 5472506-01 07/01/1 07 01 14 e E BINEDSINGLELIMIT 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Per accident B X UMBRELLA LIAB X OCCUR AUC-6547767-04 07/01/1 07/01/14 EACH OCCURRENCE $ 91000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 9,000,000 DED X I RETENTION$0 _ $ C WORKERS COMPENSATION WC5472506-01 07/01/14 X WCSTATU- OTH- AND EMPLOYERS'LIABILITY 07/01/1 TORY LIMITS YIN N ANY PRUPRIcTOR/'PAR fNEWEXECUTIVE N/A E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N❑ (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below _ E.L.DISEASE-POLICY LIMIT $ A Professional Liability HOC 5472532-01 07/01/1 07/01/14 Per Claim 15,000,000 Including Pollution Liability Aggregate 20,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarkf Schedule,if more space is required) Re: Project - Cupertino Dog Park. The City of Cupertino, its directors, officers, agents & employees are named as Additional Insureds on the above referenced liability policies with the exception of workers compensation & professional liability where required by written contract. The above referenced liability policies with the exception o professional liability are primary & non-contributory where required by written contract. Waiver of Subrogation is applicable where required by written contract & allowed by law. Should any of the above described policies be cancelled by the issuing insurer before the expiration date thereof, 30 days' written notice (except 10 days for nonpayment of premium) will be provided to the Certificate Holder named below. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino, CA 95014 USA ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD JNoyola 34343662