CITY OF SIMI VALLEY MEMORANDUM. City Council Board of Directors, Ventura County Waterworks District No. 8 AWARD OF CONTRACTS FOR PROFESSIONAL SERVICES

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1 CITY OF SIMI VALLEY MEMORANDUM July 15, 2013 TO: FROM: SUBJECT: City Council Board of Directors, Ventura County Waterworks District No. 8 Department of Public Works AWARD OF CONTRACTS FOR PROFESSIONAL SERVICES STAFF RECOMMENDATION It is recommended that the City Council/Board of Directors: 1. Award the attached professional services contracts to the following firms and authorize the Mayor/Chair of the Board to execute the contracts: a. Twining, Inc., BTC LABS-Vertical Five, and Geocon West, Inc. for pavement engineering, material testing, and inspection services (pages 4, 27, and 44); b. Benner and Carpenter, Inc. (B&C), RBF Consulting (RBF), and Hovell & Pilarski Engineering Inc., for survey services (pages 60, 77, and 93); c. Overland, Pacific & Cutler (OPC) and Hamner, Jewell & Associates for real property services (pages 109, and 124). 2. Authorize the City Manager/District Manager, or his designee, to balance workload between the contracts in accordance with the budgetary authority, and approve any subsequent contract amendments to incorporate future budgeted funds into the contract amounts and extend the contracts for up to two additional two-year terms; CITY MANAGER S RECOMMENDATION The City Manager concurs with Public Works Department recommendation. BACKGROUND AND OVERVIEW The Public Works Department utilizes consulting firms when specialized services are needed for capital improvement projects and development projects in the City. The Department does not maintain staff for these specialized services due to the fluctuating workload and need. To streamline the consultant selection process, contracts for professional services have been utilized. The Department contracts with multiple firms in C1316.SR.DB

2 2 the event that one consultant becomes unavailable due to workload, a conflict of interest, or the need for unexpected third-party peer review. FINDING AND ALTERNATIVES Requests for Proposals (RFPs) were developed for pavement engineering, material testing, and inspection services; surveying services; and real property services. The RFPs were mailed to consultants on the City s List of Consultants with expertise in these areas including local firms, and posted on the City s website. On June 17, 2013, nine proposals were received for pavement, soils, material testing, and inspection; five for surveying; and two proposals for real property services. City staff evaluated and rated each of the proposals based on the following criteria: Understanding of the work scope 20% Demonstrated professional skill and credentials of the staff to be assigned 30% Related experience and references 20% Approach to performing this type of service 20% Familiarity with the Federal requirements, and DBE participation 10% The recommended firms were rated as the most qualified to perform the services requested in each of the categories. The following alternatives are available to the City Council: 1. Award the attached professional services contracts to the following firms and authorize the Mayor/Chair of the Board to execute the contracts: a. Twining, Inc., BTC LABS-Vertical Five, and Geocon West, Inc. for pavement engineering, material testing, and inspection services (pages 4, 27, and 44); b. Benner and Carpenter, Inc. (B&C), RBF Consulting (RBF), and Hovell & Pilarski Engineering Inc., for survey services (pages 60, 77, and 93); c. Overland, Pacific & Cutler and Hamner, Jewell & Associates for real property services (pages 109, and 124); 2. Authorize the City Manager/District Manager, or his designee, to balance workload between the contracts in accordance with the budgetary authority, and approve any subsequent contract amendments to incorporate future budgeted funds into the contract amounts and extend the contracts for up to two additional two-year terms; 3. Do not authorize award of contracts for one or more of the listed consultants; 4. Provide staff with additional direction. C1316.SR.DB

3 3 SUMMARY The Public Works Department utilizes consulting firms when specialized services are needed for capital improvement projects and development projects in the City. To streamline the consultant selection process, contracts for professional services have been utilized. The Department contracts with multiple firms in the event that one consultant becomes unavailable due to workload, a conflict of interest, or the need for unexpected third-party peer review. It is recommended that the City Council/Board of Directors award the attached professional services contracts to the recommended firms, and authorize the City Manager/District Manager, or his designee, to balance workload between the contracts in accordance with the budgetary authority, and approve any subsequent contract amendments to incorporate future budgeted funds into the contract amounts and extend the contracts for up to two additional twoyear terms. Ronald K. Fuchiwaki, Director Department of Public Works INDEX Page Contract with Twining... 4 Contract with BTC LABS Vertical Five Contract with Geocon West, Inc Contract with Benner and Carpenter, Inc Contract with RBF Consulting Contract with Hovell & Pilarski Engineering Inc Contract with Overland, Pacific & Cutler Contract with Hamner, Jewell & Associates C1316.SR.DB

4 4 CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND TWINING, INC., FOR ANNUAL PROFESSIONAL PAVEMENT ENGINEERING, AND MATERIAL TESTING, AND INSPECTION SERVICES THIS CONTRACT is made and entered into in the City of Simi Valley on this day of 2013, by and between the CITY OF SIMI VALLEY and the VENTURA COUNTY WATERWORKS DISTRICT NO. 8, municipal corporations, hereinafter referred to as CITY/DISTRICT, and TWINING, INC., a California corporation, hereinafter referred to as CONSULTANT. RECITALS WHEREAS, on June 7, 2013, CITY/DISTRICT requested proposals for the Annual Professional Pavement Engineering, and Material Testing and Inspection Services; and WHEREAS, pursuant to said request, CONSULTANT submitted a proposal, which was accepted by CITY/DISTRICT for said Services. AGREEMENT NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows: 1. Recitals. The foregoing recitals are true and correct and are a part of this CONTRACT. 2. Term. A. The term of this CONTRACT shall be from the effective date of this CONTRACT as set forth herein above, through June 30, This CONTRACT may be extended for up to two (2) additional two (2)-year terms upon mutual written consent of the CITY MANAGER/DISTRICT MANAGER or his designee and CONSULTANT. B. It is understood that the CONSULTANT S work under the Work Orders issued may not be completed within the terms of this CONTRACT; however, all terms and conditions of the CONTRACT including all rights and obligations, shall survive until the work is completed, except the CITY/DISTRICT S right to issue, and the CONSULTANT S right to accept, additional Purchase Orders. C. Pricing shall remain firm during the entire term of the CONTRACT. In the event a price increase is negotiated at the time of an extension period, the increase rate shall not exceed the Consumer Price Index (CPI) rate for Los Angeles-Riverside-Orange County area for the previous 12-month period (March to March). C1316.CON.TWINING.DB

5 5 3. Description of Services. The Services to be performed by CONSULTANT are as follows: Professional pavement engineering, material testing and inspection services. CONSULTANT agrees to perform the Services more specifically set forth in the Scope of Work attached hereto and incorporated herein as Exhibit A. 4. Compensation and Payment. A. The total compensation payable to CONSULTANT by CITY/DISTRICT for Services under this CONTRACT, shall not exceed the sum of $300,000, and shall be earned as the work progresses. Payment will be made based on the rates contained in the Schedule of Fees as set forth in Exhibit B attached hereto and incorporated herein. B. After CONSULTANT has performed the Services as specified in this CONTRACT, CITY/DISTRICT shall be obligated to pay CONSULTANT based upon the actual CITY/DISTRICT-authorized Services received by CITY/DISTRICT at the rates established as a part of this CONTRACT. C. Payments to the CONSULTANT shall be made within thirty (30) days after receipt of an original invoice from the CONSULTANT and acceptance of the Services by CITY/DISTRICT. D. CONSULTANT shall provide CITY/DISTRICT with written verification of the actual compensation earned, which written verification will be in a form satisfactory to CITY/DISTRICT. Invoices shall include the work performed including a list of hours worked by personnel. 5. CONSULTANT s Representations and Obligations. A. CONSULTANT shall perform as required by this CONTRACT. CONSULTANT also warrants on behalf of itself and all subcontractors engaged for the performance of this CONTRACT that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. B. CONSULTANT shall obey all Federal, State, local, and special district laws, ordinances, and regulations. C. CONSULTANT acknowledges CITY/DISTRICT may contract with other parties for the performance of Services or supplemental services as they relate to the project during the term of this CONTRACT. D. CONSULTANT agrees to abide by CITY s Business Tax Ordinance, of which proof of payment must be obtained prior to performance of this CONTRACT. E. To the extent required by law, CONSULTANT agrees to abide by the following provisions pertaining to Prevailing Wages and Federally Funded Projects; C1316.CON.TWINING.DB

6 6 i. Pursuant to the provisions of the California Labor Code the California Department of Industrial Relations has ascertained the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which this work is to be performed for each craft, classification or type of worker needed to execute the CONTRACT. Such wage scale is set forth at length in a Schedule of Prevailing Rates of Wages that is on file at the California Department of Industrial Relations and is available at ii. CONSULTANT shall assist in locating, qualifying, hiring, and increasing the skills of minority group employees and applicants for employment, as set forth in Executive Orders and iii. For Federally Funded Projects the current Federal General Wage Determinations shall apply as predetermined by the Secretary of Labor. If there is a difference in the Federal minimum wage rates and the California Department of Industrial Relations for similar classifications of labor, the CONSULTANT and its subcontractors shall pay not less than the higher wage rate. The wage rate for any classification not listed by the Federal Department of Labor or the California Department of Industrial Relations, but which may be required to execute the Contract, shall be in accord with specified rates for similar or comparable classifications or for those performing similar or comparable duties, within the agencies determinations. 6. Audit. A. At any time during normal business hours and as often as CITY/DISTRICT may deem necessary, CONSULTANT shall make available to CITY/DISTRICT for inspection its records pertaining to this CONTRACT. CONSULTANT shall permit CITY/DISTRICT to audit, examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least two (2) years after termination or final payment under this CONTRACT. B. CITY/DISTRICT shall have the option of inspecting and/or auditing all records and other written materials used by CONSULTANT in preparing its statements to CITY/DISTRICT as a condition precedent to any payment to CONSULTANT. 7. Hold Harmless and Indemnification. A. To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and ), CONSULTANT shall defend, and provide legal defense with attorney(s) acceptable to CITY/DISTRICT, indemnify, and hold harmless the CITY/DISTRICT, its agents, officials, officers, representatives, and employees, (collectively Indemnitees ) from and against all claims, lawsuits, liabilities or damages (including, without limitation, injury to or death of an employee of CONSULTANT or its sub-consultant), expense and liability of every kind, nature and description (including, without limitation incidental and consequential damages, court costs, attorney s fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of litigation) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, any sub-consultant, anyone directly or indirectly employed by them, or anyone that they control. C1316.CON.TWINING.DB

7 7 B. To the extent there is an obligation to indemnify under this Section of this CONTRACT, CONSULTANT shall be responsible for incidental and consequential damages resulting from CONSULTANT S negligence, recklessness, or willful misconduct. The provisions of this Section survive completion of the Services or the termination of this CONTRACT. The provisions of this Section are not limited by the provisions of this CONTRACT relating to insurance. The CONSULTANT shall thoroughly investigate any and all claims subject to the provisions of this Section, and indemnify the CITY/DISTRICT and do whatever is necessary to protect any and all Indemnitees. 8. Amendments. Any amendments, modifications, or variations from the provisions of this CONTRACT, shall be in writing and shall be effective only upon mutual written approval by the CITY MANAGER/DISTRICT MANAGER or his designee and CONSULTANT including changes to the CONTRACT amount and term of the CONTRACT. 9. Anti-Discrimination. In the performance of the terms of this CONTRACT, CONSULTANT shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section Termination. A. Either party may terminate this CONTRACT at any time prior to the expiration date by giving thirty (30) days advance written notice thereof to the other party. B. If, during the term of this CONTRACT, CITY/DISTRICT determines that CONSULTANT is not faithfully abiding by any term or condition contained herein, CITY/DISTRICT may notify CONSULTANT in writing of such defect or failure to perform. The notice must give to the CONSULTANT a ten (10) day period of time thereafter in which to perform said work or cure the deficiency. If CONSULTANT has not performed the work or cured said deficiency within the ten (10) days specified in the notice, such failure shall constitute a breach of this CONTRACT, and CITY/DISTRICT may terminate this CONTRACT immediately by written notice to CONSULTANT to said effect. C. In addition, CITY/DISTRICT, if it terminates this CONTRACT for cause, may withhold as an offset from payments due CONSULTANT damages occasioned by such breach. The CITY/DISTRICT shall be liable to the CONSULTANT only for those fees accrued by the CONSULTANT to the date CONSULTANT receives said notice of termination. In said event, CONSULTANT shall be entitled to the reasonable value of its services. In no event, however, shall CONSULTANT be entitled to receive in excess of the CONTRACT amount. 11. Delivery of Reports in Cases of Termination. If this CONTRACT is terminated pursuant to any of the provisions contained hereinabove, and if requested to do so in writing by the CITY/DISTRICT, the CONSULTANT shall, within fourteen (14) calendar days after receipt of such written request, deliver and turn over to the CITY/DISTRICT all of its preparation and work on the project which were done to the date of the receipt of the notice of termination. The terms "preparation" and "work" as used in this paragraph, shall refer to and include all data and C1316.CON.TWINING.DB

8 8 materials of whatever type that have been gathered by the CONSULTANT, and contemplated to be used or actually used, in the provision of the Services as specified in this CONTRACT. 12. Complete CONTRACT. This CONTRACT and its accompanying exhibits, shall constitute the complete CONTRACT between the parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such verbal agreement, understanding, or representation be binding upon the parties hereto. 13. Independent Contractor. It is expressly understood between the parties to this CONTRACT that no employee/employer relationship is intended. CONSULTANT is not an agent or employee of the CITY/DISTRICT and it is not entitled to participate in any pension plan, insurance or other benefits CITY/DISTRICT provides for its employees. CONSULTANT is an independent contractor in performing the Services required under this CONTRACT and will have control of all work and the manner in which it is performed. Any provision of this CONTRACT that may appear to give CITY/DISTRICT the right to direct CONSULTANT as to the details of doing the work required herein, or to exercise a measure of control over the work means that the CONSULTANT will follow the direction of the CITY/DISTRICT as to the results of the work only. 14. Personal Services. This CONTRACT is for professional services, which are personal to CITY/DISTRICT. Mathew Baumgardner is deemed to be especially experienced and is a key member of CONSULTANT S firm, and shall be directly involved in performing, supervising, or assisting in the performance of this work. This key person shall communicate with, and periodically report to, CITY/DISTRICT on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY/DISTRICT may terminate this CONTRACT. 15. Time of Performance. Time is of the essence in this CONTRACT. 16. Insurance. CONSULTANT shall, at CONSULTANT S sole cost and expense, provide insurance as contained in Exhibit C, incorporated herein. CONSULTANT shall not commence work on the Services to be performed, until it submits proof of all insurance coverage as required. 17. Federal Forms and Requirements. CONSULTANT shall comply with federal funding (FHWA) and Caltrans requirements and shall timely submit all the forms required as identified in Exhibit D, which forms once completed, shall be attached hereto and incorporated herein this CONTRACT. 18. Ownership of Reports and Data. The originals of all studies, reports, exhibits, documents, data and other work or materials prepared for, or used to comply with any term of this CONTRACT, plus any copies of same required by this CONTRACT to be furnished to the CITY/DISTRICT by any of the other party(ies) with whom the CONSULTANT may have contract(s) pertaining to this project, shall be deemed to be public records open to inspection by the public and, as such, to be and remain the property of the CITY/DISTRICT. C1316.CON.TWINING.DB

9 9 19. Conflict of Interest. A. Neither CONSULTANT nor any employees, agents, or subcontractors of CONSULTANT who will be assigned to this project, to the best of CONSULTANT'S knowledge, own any property or interest in properties, business relationships, or sources of income which may be affected by the performance of this CONTRACT. Should one party hereto learn of any such interest, income source, or business relationship, such fact shall immediately be brought to the attention of the other party hereto. If the parties thereupon cannot mutually agree upon a means to eliminate the conflict, CITY/DISTRICT may terminate the CONTRACT immediately for non-performance pursuant to Section 10. herein. B. In accordance with California Government Code Section 87306, CONSULTANT shall provide, if requested by CITY/DISTRICT, a Conflict of Interest Statement, Form 700 no later than thirty (30) days after execution of this CONTRACT, and annually thereafter prior to April 1st of each year for the duration of the CONTRACT. Failure to file any of the required statements will result in withholding payment for services rendered. 20. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other party, and any such assignment without said consent shall be void. 21. Authority to Execute CONTRACT. Both CITY/DISTRICT and CONSULTANT do covenant that each individual executing this CONTRACT on behalf of each party is a person duly authorized and empowered to execute contracts for such party. 22. Jurisdiction and Venue. Jurisdiction is in the State of California and venue lies in Ventura County. 23. Non-Appropriation of Funds. Payments due and payable to CONSULTANT for current Services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY/DISTRICT. In the event CITY/DISTRICT has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this CONTRACT shall cover only those costs incurred up to the conclusion of the current fiscal year. 24. Taxpayer Identification Number. CONSULTANT shall provide CITY/DISTRICT with a complete Request for Taxpayer Identification Number and Certification, form W-9 (rev. 2000), as issued by the Internal Revenue Service. 25. Permits and Licenses. CONSULTANT, at its sole cost and expense, shall obtain and maintain during the term of this CONTRACT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of this CONTRACT. 26. Waivers. The waiver by one party of any term or condition of this CONTRACT, or any breach thereof, shall not be construed to be a general waiver by the party or as a waiver of any other term or breach. C1316.CON.TWINING.DB

10 Statement of Experience. CONSULTANT warrants that it will perform its Services with at least the due care, diligence and expertise generally accepted in its industry. CONSULTANT also understands and agrees that it is being employed to perform the Services provided for by this CONTRACT because of CONSULTANT S professed expertise and experience in performing such Services. In addition, CONSULTANT understands and agrees that while CITY/DISTRICT or CITY/DISTRICT S officers, employees, agents or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT. As a consequence, CONSULTANT waives any right of contribution against CITY/DISTRICT or any of CITY/DISTRICT S officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT. 28. Notices. All written notices required by, or related to this CONTRACT shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this CONTRACT shall refuse to accept such mail; the parties to this CONTRACT shall promptly inform the other party of any change of address. All notices required by this CONTRACT are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each party to this CONTRACT is as follows: CITY/DISTRICT Department of Public Works Ron Fuchiwaki, Director of Public Works City of Simi Valley 2929 Tapo Canyon Road Simi Valley, CA Attn: Sarah Sheshebor, Senior Engineer (805) C1316.CON.TWINING.DB

11 11 CONSULTANT Twining, Inc Portola Road, Suite G Ventura, CA Attn: Mathew Baumgardner, Project Manager (805) IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. Attest: City of Simi Valley and Ventura County Waterworks District No. 8, Municipal Corporations Ky Spangler Assistant City Clerk/District Secretary By: Robert O. Huber, Mayor of the City of Simi Valley, California/Chair of the Ventura County Waterworks District No. 8 Approved as to Form: Twining, Inc., a California Corporation Marjorie Baxter City Attorney/District Counsel Approved as to Content: By: Title: Eric J. Levitt City Manager/District Manager By: Connie Henes-Baird Interim Director of Administrative Services Title: Ronald K. Fuchiwaki, Director Department of Public Works C1316.CON.TWINING.DB

12 12 EXHIBIT A SCOPE OF WORK CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND TWINING, INC., FOR ANNUAL PROFESSIONAL PAVEMENT ENGINEERING, AND MATERIAL TESTING, AND INSPECTION SERVICES SCOPE OF WORK 1. Tasks. Consultant shall provide Professional Pavement Engineering, and Material Testing and Inspection Services in connection with design and construction of public works projects. The work shall include, but not be limited to, the following tasks as required by the particular project: Perform surface and subsurface soils investigation, testing (relative compaction, R-value, sieve analysis, shear, etc.), evaluation and geotechnical inspection. Perform material testing and inspection of conventional and rubberized asphalt concrete pavement both at the asphalt plant and at the job site, aggregate stock pile at the source; rock and sand base, paving asphalt, liquid asphalt, emulsion, etc. Conduct subgrade test for any unusual characteristics which may cause early failure to the pavement section. Conduct street structural section evaluations including pavement deflection testing, analysis and provide recommendation(s). Provide other geotechnical/soils engineering and material testing as may be needed. Conduct laboratory services, data collection, asphalt concrete batch plant inspection, preparation and submission of engineering reports consisting of test results, with interpretation analysis, and recommendations. All reports, including inspection reports, engineering reports and all supporting documentation prepared by Consultant shall be provided to City/District as requested and in a timely fashion. 2. Additional Requirements. A. Availability Consultant office hours shall be 8:00 a.m. to 5:00 p.m., Monday through Friday, so that the Consultant will be available to City/District staff and design professionals. B. Inspections City/District reserves the right to inspect the work being accomplished by the Consultant at any time. C1316.CON.TWINING.DB

13 13 C. Consultant Personnel Assigned Consultant shall have City/District's written approval prior to making any change in a project team or team member assigned to a project. C1316.CON.TWINING.DB

14 14 EXHIBIT B SCHEDULE OF FEES CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND TWINING, INC., FOR ANNUAL PROFESSIONAL PAVEMENT ENGINEERING, AND MATERIAL TESTING, AND INSPECTION SERVICES C1316.CON.TWINING.DB

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23 23 EXHIBIT C INSURANCE REQUIREMENTS CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND TWINING, INC., FOR ANNUAL PROFESSIONAL PAVEMENT ENGINEERING, AND MATERIAL TESTING, AND INSPECTION SERVICES Insurance - The CONSULTANT shall meet the following provisions (Sections 1 through 7) relating to insurance coverages. 1. General Conditions - Without limiting the Contract, CONSULTANT's indemnification of City/District, CONSULTANT shall provide and maintain at its own expense the insurance listed under Section 7 (Evidence of Coverages) covering its operations, subject to the following conditions: a) The City/District, its Boards, Officers, Agents, and Employees shall be included as additional insureds in all liability insurance policies and endorsements thereto except for Workers' Compensation and Professional Errors and Omissions. The City/District shall be named Loss Payee as its interest may appear in all property insurance. b) Such insurance shall be primary with respect to any insurance maintained by City/District and shall not call on City/District's insurance for contributions. c) With respect to the interests of the City/District, the CONSULTANT's insurance shall not be canceled nor reduced in coverage or limits until after thirty (30) days written notice shall have been sent by certified mail (return receipt requested) to the City of Simi Valley, Department of Public Works, 2929 Tapo Canyon Road, Simi Valley, California 93063, and shall contain an unequivocal clause so stating. d) A City/District approved endorsement or certified copy of insurance policy providing coverage shall be submitted to and approved by the City/District's Risk Manager prior to commencement of any work or tenancy. 2. Workers' Compensation - The CONSULTANT shall procure and maintain, during the life of the Contract, workers' compensation insurance or a valid certificate of consent to self-insure for all its employees engaged on or at the site of the project. In case any of the work is sublet, the CONSULTANT shall require all subcontractors to similarly provide workers' compensation insurance for all the latter's employees unless such employees are covered by protection afforded by workers' compensation insurance carried by the CONSULTANT. CONSULTANT hereby certifies that it is aware of the provisions of Section 3700 et seq., of the Labor Code which require every employer to be insured against liability for Workers' Compensation. C1316.CON.TWINING.DB

24 24 3. Aggregate Limits/Blanket Coverage - If any of the required insurance coverages contain aggregate limits or apply to other operations or tenancy of the CONSULTANT outside these specifications, CONSULTANT shall give City/District prompt, written notice of any incident, occurrence, claim, settlement, or judgment against that insurance which may diminish the protection that such insurance affords the City/District. CONSULTANT shall further take immediate steps restoring such aggregate limits or shall provide other insurance protection for such aggregate limits. 4. Modification of Coverage - The City/District reserves the right at any time during the term of any contract executed with the CONSULTANT pursuant to these specifications (Contract) to change the amounts and types of insurance required hereunder by giving CONSULTANT ninety (90) days written notice. If such change should result in a premium increase in excess of ten percent (10%) to CONSULTANT, City/District agrees to negotiate additional compensation proportional to the increased benefit to the City/District. 5. Failure to Procure or Maintain Insurance - CONSULTANT's failure to procure or maintain required insurance program shall constitute a material breach of Contract under which the City/District may immediately terminate the Contract or, at its discretion, procure or renew such insurance to protect the City/District's interests and pay any and all premiums in connection therewith, and recover all monies so paid from CONSULTANT, or deduct all monies so paid from payments due CONSULTANT. 6. Underlying Insurance - CONSULTANT shall be responsible for requiring indemnification and insurance from its employees receiving mileage allowance, consultants, agents, and subcontractors, if any, to protect the CONSULTANT's and the City/District's interests, and for ensuring that such persons comply with any applicable insurance statutes. CONSULTANT is encouraged to seek professional advice in this regard. 7. Evidence of Coverages - Evidence of coverages (as checked below) having as a minimum the limits shown must be submitted and approved prior to commencement of work or any tenancy. Amounts shown are Combined Single Limit (CSL). Split limits may be substituted if the total per occurrence equals or exceeds the CSL amount. Description Limits X Workers' Compensation Statutory (x) Employer's Liability $500,000 (x) Waiver of Subrogation X General Liability (must be written on an Occurrence Form) $1,000,000 (x) Premises and Operations (x) Contractual Liability (x) Independent Contractors (x) Products/Completed Operations (x) Broad Form Property Damage (x) Personal Injury (x) Broad Form Liability Endorsement X Automobile Liability (must be written on an Occurrence Form) $1,000,000 C1316.CON.TWINING.DB

25 (x) Owned Automobiles (x) Nonowned/Hired Automobiles 25 X Professional Liability (Errors and Omissions) $1,000,000 (to be in continuous force from date of contract award until one year after final acceptance of the project) C1316.CON.TWINING.DB

26 26 EXHIBIT D FEDERAL FORMS CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND TWINING, INC., FOR ANNUAL PROFESSIONAL PAVEMENT ENGINEERING, AND MATERIAL TESTING, AND INSPECTION SERVICES Federal Form Requirements: 1. Consultant shall make a good faith effort to meet the DBE Goal that has been established at seven (7) percent for this project. Consultant shall give consideration to securing the services of DBE firms in the performance of the work anticipated in Consultant s Request for Proposal for this contract, as specified in 23 CFR 172.5(b), 49 CFR Part 26, and in the attached Exhibit 10-I Notice to Bidders/Proposers Disadvantaged Business Enterprise Information. 2. Consultant shall submit the completed Exhibit 10-O1, Local Agency Proposer DBE Commitment (Consultant Contract), and Exhibit 10-O2, Local Agency Proposer DBE Information (Consultant Contract), prior to or immediately after award of the contract. 3. Consultant shall submit, upon completion of the contract, regardless of whether DBE participation is obtained, a summary of the DBE records, Exhibit 17-F or equivalent, Final Report Utilization of Disadvantaged Business Enterprises (DBE) First Tier Subcontractors shall be prepared, certified correct, and submitted. 4. Consultant shall comply with Federal and State procedures, with respect to the Disadvantaged Business Enterprise Program, as specified herein and as directed by the County. 5. The following exhibits/forms are made a part hereof, shall be completed if and as required, and shall be considered as part of this contract: Federal Form Exhibits : Exhibit 10-F Exhibit 10-I Exhibit 10-J Exhibit 10-O1 Exhibit 10-O2 Exhibit 10-P Exhibit 10-Q Exhibit 15-H Exhibit 17-F Certification of Consultant Notice to Bidders/Proposers Disadvantaged Business Enterprise Information Standard Agreement for Subcontractor/DBE Participation Local Agency Proposer DBE Commitment (Consultant Contracts) Local Agency Proposer DBE Information (Consultant Contracts) Non-Lobbying Certification for Federal-Aid Contracts Disclosure of Lobbying Activities DBE Information Good Faith Efforts Final Report Utilization of Disadvantaged Business Enterprises (DBE) First-Tier Subcontractors C1316.CON.TWINING.DB

27 27 CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND TESTING ENGINEERS SOUTHWEST, INC., DBA BTC LABS-VERTICAL FIVE FOR ANNUAL PROFESSIONAL PAVEMENT ENGINEERING, AND MATERIAL TESTING, AND INSPECTION SERVICES THIS CONTRACT is made and entered into in the City of Simi Valley on this day of 2013, by and between the CITY OF SIMI VALLEY and the VENTURA COUNTY WATERWORKS DISTRICT NO. 8, municipal corporations, hereinafter referred to as CITY/DISTRICT, and TESTING ENGINEERS SOUTHWEST, INC., DBA BTC LABS-VERTICAL FIVE a California corporation, hereinafter referred to as CONSULTANT. RECITALS WHEREAS, on June 7, 2013, CITY/DISTRICT requested proposals for the Annual Professional Pavement Engineering, and Material Testing and Inspection Services; and WHEREAS, pursuant to said request, CONSULTANT submitted a proposal, which was accepted by CITY/DISTRICT for said Services. AGREEMENT NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows: 1. Recitals. The foregoing recitals are true and correct and are a part of this CONTRACT. 2. Term. A. The term of this CONTRACT shall be from the effective date of this CONTRACT as set forth herein above, through June 30, This CONTRACT may be extended for up to two (2) additional two (2)-year terms upon mutual written consent of the CITY MANAGER/DISTRICT MANAGER or his designee and CONSULTANT. B. It is understood that the CONSULTANT S work under the Work Orders issued may not be completed within the terms of this CONTRACT; however, all terms and conditions of the CONTRACT including all rights and obligations, shall survive until the work is completed, except the CITY/DISTRICT S right to issue, and the CONSULTANT S right to accept, additional Purchase Orders. C. Pricing shall remain firm during the entire term of the CONTRACT. In the event a price increase is negotiated at the time of an extension period, the increase rate shall not exceed the Consumer Price Index (CPI) rate for Los Angeles-Riverside-Orange County area for the previous 12-month period (March to March). C1316.CON.BTC.DB

28 28 3. Description of Services. The Services to be performed by CONSULTANT are as follows: Professional pavement engineering, material testing and inspection services. CONSULTANT agrees to perform the Services more specifically set forth in the Scope of Work attached hereto and incorporated herein as Exhibit A. 4. Compensation and Payment. A. The total compensation payable to CONSULTANT by CITY/DISTRICT for Services under this CONTRACT, shall not exceed the sum of $300,000, and shall be earned as the work progresses. Payment will be made based on the rates contained in the Schedule of Fees as set forth in Exhibit B attached hereto and incorporated herein. B. After CONSULTANT has performed the Services as specified in this CONTRACT, CITY/DISTRICT shall be obligated to pay CONSULTANT based upon the actual CITY/DISTRICT-authorized Services received by CITY/DISTRICT at the rates established as a part of this CONTRACT. C. Payments to the CONSULTANT shall be made within thirty (30) days after receipt of an original invoice from the CONSULTANT and acceptance of the Services by CITY/DISTRICT. D. CONSULTANT shall provide CITY/DISTRICT with written verification of the actual compensation earned, which written verification will be in a form satisfactory to CITY/DISTRICT. Invoices shall include the work performed including a list of hours worked by personnel. 5. CONSULTANT s Representations and Obligations. A. CONSULTANT shall perform as required by this CONTRACT. CONSULTANT also warrants on behalf of itself and all subcontractors engaged for the performance of this CONTRACT that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. B. CONSULTANT shall obey all Federal, State, local, and special district laws, ordinances, and regulations. C. CONSULTANT acknowledges CITY/DISTRICT may contract with other parties for the performance of Services or supplemental services as they relate to the project during the term of this CONTRACT. D. CONSULTANT agrees to abide by CITY s Business Tax Ordinance, of which proof of payment must be obtained prior to performance of this CONTRACT. E. To the extent required by law, CONSULTANT agrees to abide by the following provisions pertaining to Prevailing Wages and Federally Funded Projects; C1316.CON.BTC.DB

29 29 i. Pursuant to the provisions of the California Labor Code the California Department of Industrial Relations has ascertained the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which this work is to be performed for each craft, classification or type of worker needed to execute the CONTRACT. Such wage scale is set forth at length in a Schedule of Prevailing Rates of Wages that is on file at the California Department of Industrial Relations and is available at ii. CONSULTANT shall assist in locating, qualifying, hiring, and increasing the skills of minority group employees and applicants for employment, as set forth in Executive Orders and iii. For Federally Funded Projects the current Federal General Wage Determinations shall apply as predetermined by the Secretary of Labor. If there is a difference in the Federal minimum wage rates and the California Department of Industrial Relations for similar classifications of labor, the CONSULTANT and its subcontractors shall pay not less than the higher wage rate. The wage rate for any classification not listed by the Federal Department of Labor or the California Department of Industrial Relations, but which may be required to execute the Contract, shall be in accord with specified rates for similar or comparable classifications or for those performing similar or comparable duties, within the agencies determinations. 6. Audit. A. At any time during normal business hours and as often as CITY/DISTRICT may deem necessary, CONSULTANT shall make available to CITY/DISTRICT for inspection its records pertaining to this CONTRACT. CONSULTANT shall permit CITY/DISTRICT to audit, examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least two (2) years after termination or final payment under this CONTRACT. B. CITY/DISTRICT shall have the option of inspecting and/or auditing all records and other written materials used by CONSULTANT in preparing its statements to CITY/DISTRICT as a condition precedent to any payment to CONSULTANT. 7. Hold Harmless and Indemnification. A. To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and ), CONSULTANT shall defend, and provide legal defense with attorney(s) acceptable to CITY/DISTRICT, indemnify, and hold harmless the CITY/DISTRICT, its agents, officials, officers, representatives, and employees, (collectively Indemnitees ) from and against all claims, lawsuits, liabilities or damages (including, without limitation, injury to or death of an employee of CONSULTANT or its sub-consultant), expense and liability of every kind, nature and description (including, without limitation incidental and consequential damages, court costs, attorney s fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of litigation) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, any sub-consultant, anyone directly or indirectly employed by them, or anyone that they control. C1316.CON.BTC.DB

30 30 B. To the extent there is an obligation to indemnify under this Section of this CONTRACT, CONSULTANT shall be responsible for incidental and consequential damages resulting from CONSULTANT S negligence, recklessness, or willful misconduct. The provisions of this Section survive completion of the Services or the termination of this CONTRACT. The provisions of this Section are not limited by the provisions of this CONTRACT relating to insurance. The CONSULTANT shall thoroughly investigate any and all claims subject to the provisions of this Section, and indemnify the CITY/DISTRICT and do whatever is necessary to protect any and all Indemnitees. 8. Amendments. Any amendments, modifications, or variations from the provisions of this CONTRACT, shall be in writing and shall be effective only upon mutual written approval by the CITY MANAGER/DISTRICT MANAGER or his designee and CONSULTANT including changes to the CONTRACT amount and term of the CONTRACT. 9. Anti-Discrimination. In the performance of the terms of this CONTRACT, CONSULTANT shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section Termination. A. Either party may terminate this CONTRACT at any time prior to the expiration date by giving thirty (30) days advance written notice thereof to the other party. B. If, during the term of this CONTRACT, CITY/DISTRICT determines that CONSULTANT is not faithfully abiding by any term or condition contained herein, CITY/DISTRICT may notify CONSULTANT in writing of such defect or failure to perform. The notice must give to the CONSULTANT a ten (10) day period of time thereafter in which to perform said work or cure the deficiency. If CONSULTANT has not performed the work or cured said deficiency within the ten (10) days specified in the notice, such failure shall constitute a breach of this CONTRACT, and CITY/DISTRICT may terminate this CONTRACT immediately by written notice to CONSULTANT to said effect. C. In addition, CITY/DISTRICT, if it terminates this CONTRACT for cause, may withhold as an offset from payments due CONSULTANT damages occasioned by such breach. The CITY/DISTRICT shall be liable to the CONSULTANT only for those fees accrued by the CONSULTANT to the date CONSULTANT receives said notice of termination. In said event, CONSULTANT shall be entitled to the reasonable value of its services. In no event, however, shall CONSULTANT be entitled to receive in excess of the CONTRACT amount. 11. Delivery of Reports in Cases of Termination. If this CONTRACT is terminated pursuant to any of the provisions contained hereinabove, and if requested to do so in writing by the CITY/DISTRICT, the CONSULTANT shall, within fourteen (14) calendar days after receipt of such written request, deliver and turn over to the CITY/DISTRICT all of its preparation and work on the project which were done to the date of the receipt of the notice of termination. The terms "preparation" and "work" as used in this paragraph, shall refer to and include all data and C1316.CON.BTC.DB

31 31 materials of whatever type that have been gathered by the CONSULTANT, and contemplated to be used or actually used, in the provision of the Services as specified in this CONTRACT. 12. Complete CONTRACT. This CONTRACT and its accompanying exhibits, shall constitute the complete CONTRACT between the parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such verbal agreement, understanding, or representation be binding upon the parties hereto. 13. Independent Contractor. It is expressly understood between the parties to this CONTRACT that no employee/employer relationship is intended. CONSULTANT is not an agent or employee of the CITY/DISTRICT and it is not entitled to participate in any pension plan, insurance or other benefits CITY/DISTRICT provides for its employees. CONSULTANT is an independent contractor in performing the Services required under this CONTRACT and will have control of all work and the manner in which it is performed. Any provision of this CONTRACT that may appear to give CITY/DISTRICT the right to direct CONSULTANT as to the details of doing the work required herein, or to exercise a measure of control over the work means that the CONSULTANT will follow the direction of the CITY/DISTRICT as to the results of the work only. 14. Personal Services. This CONTRACT is for professional services, which are personal to CITY/DISTRICT. Scott Moors is deemed to be especially experienced and is a key member of CONSULTANT S firm, and shall be directly involved in performing, supervising, or assisting in the performance of this work. This key person shall communicate with, and periodically report to, CITY/DISTRICT on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY/DISTRICT may terminate this CONTRACT. 15. Time of Performance. Time is of the essence in this CONTRACT. 16. Insurance. CONSULTANT shall, at CONSULTANT S sole cost and expense, provide insurance as contained in Exhibit C, incorporated herein. CONSULTANT shall not commence work on the Services to be performed, until it submits proof of all insurance coverage as required. 17. Federal Forms and Requirements. CONSULTANT shall comply with federal funding (FHWA) and Caltrans requirements and shall timely submit all the forms required as identified in Exhibit D, which forms once completed, shall be attached hereto and incorporated herein this CONTRACT. 18. Ownership of Reports and Data. The originals of all studies, reports, exhibits, documents, data and other work or materials prepared for, or used to comply with any term of this CONTRACT, plus any copies of same required by this CONTRACT to be furnished to the CITY/DISTRICT by any of the other party(ies) with whom the CONSULTANT may have contract(s) pertaining to this project, shall be deemed to be public records open to inspection by the public and, as such, to be and remain the property of the CITY/DISTRICT. 19. Conflict of Interest. C1316.CON.BTC.DB

32 32 A. Neither CONSULTANT nor any employees, agents, or subcontractors of CONSULTANT who will be assigned to this project, to the best of CONSULTANT'S knowledge, own any property or interest in properties, business relationships, or sources of income which may be affected by the performance of this CONTRACT. Should one party hereto learn of any such interest, income source, or business relationship, such fact shall immediately be brought to the attention of the other party hereto. If the parties thereupon cannot mutually agree upon a means to eliminate the conflict, CITY/DISTRICT may terminate the CONTRACT immediately for non-performance pursuant to Section 10. herein. B. In accordance with California Government Code Section 87306, CONSULTANT shall provide, if requested by CITY/DISTRICT, a Conflict of Interest Statement, Form 700 no later than thirty (30) days after execution of this CONTRACT, and annually thereafter prior to April 1st of each year for the duration of the CONTRACT. Failure to file any of the required statements will result in withholding payment for services rendered. 20. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other party, and any such assignment without said consent shall be void. 21. Authority to Execute CONTRACT. Both CITY/DISTRICT and CONSULTANT do covenant that each individual executing this CONTRACT on behalf of each party is a person duly authorized and empowered to execute contracts for such party. 22. Jurisdiction and Venue. Jurisdiction is in the State of California and venue lies in Ventura County. 23. Non-Appropriation of Funds. Payments due and payable to CONSULTANT for current Services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY/DISTRICT. In the event CITY/DISTRICT has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this CONTRACT shall cover only those costs incurred up to the conclusion of the current fiscal year. 24. Taxpayer Identification Number. CONSULTANT shall provide CITY/DISTRICT with a complete Request for Taxpayer Identification Number and Certification, form W-9 (rev. 2000), as issued by the Internal Revenue Service. 25. Permits and Licenses. CONSULTANT, at its sole cost and expense, shall obtain and maintain during the term of this CONTRACT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of this CONTRACT. 26. Waivers. The waiver by one party of any term or condition of this CONTRACT, or any breach thereof, shall not be construed to be a general waiver by the party or as a waiver of any other term or breach. C1316.CON.BTC.DB

33 Statement of Experience. CONSULTANT warrants that it will perform its Services with at least the due care, diligence and expertise generally accepted in its industry. CONSULTANT also understands and agrees that it is being employed to perform the Services provided for by this CONTRACT because of CONSULTANT S professed expertise and experience in performing such Services. In addition, CONSULTANT understands and agrees that while CITY/DISTRICT or CITY/DISTRICT S officers, employees, agents or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT. As a consequence, CONSULTANT waives any right of contribution against CITY/DISTRICT or any of CITY/DISTRICT S officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT. 28. Notices. All written notices required by, or related to this CONTRACT shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this CONTRACT shall refuse to accept such mail; the parties to this CONTRACT shall promptly inform the other party of any change of address. All notices required by this CONTRACT are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each party to this CONTRACT is as follows: CITY/DISTRICT Department of Public Works Ron Fuchiwaki, Director of Public Works City of Simi Valley 2929 Tapo Canyon Road Simi Valley, CA Attn: Sarah Sheshebor, Senior Engineer (805) C1316.CON.BTC.DB

34 34 CONSULTANT Testing Engineers Southwest, Inc. dba BTC LABS-Vertical Five 1868 Palma Drive, Suite A Ventura, CA Attn: Scott Moors, President (805) IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. Attest: City of Simi Valley and Ventura County Waterworks District No. 8, Municipal Corporations Ky Spangler Assistant City Clerk/District Secretary By: Robert O. Huber, Mayor of the City of Simi Valley, California/Chair of the Ventura County Waterworks District No. 8 Approved as to Form: Testing Engineers Southwest, Inc. dba BTC LABS-Vertical Five, a Delaware Corporation Marjorie Baxter City Attorney/District Counsel Approved as to Content: By: Title: Eric J. Levitt City Manager/District Manager By: Connie Henes-Baird Interim Director of Administrative Services Title: Ronald K. Fuchiwaki, Director Department of Public Works C1316.CON.BTC.DB

35 35 EXHIBIT A SCOPE OF WORK CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND TESTING ENGINEERS SOUTHWEST, INC. DBA BTC LABS-VERTICAL FIVE FOR ANNUAL PROFESSIONAL PAVEMENT ENGINEERING, AND MATERIAL TESTING, AND INSPECTION SERVICES SCOPE OF WORK 1. Tasks. Consultant shall provide Professional Pavement Engineering, and Material Testing and Inspection Services in connection with design and construction of public works projects. The work shall include, but not be limited to, the following tasks as required by the particular project: Perform surface and subsurface soils investigation, testing (relative compaction, R-value, sieve analysis, shear, etc.), evaluation and geotechnical inspection. Perform material testing and inspection of conventional and rubberized asphalt concrete pavement both at the asphalt plant and at the job site, aggregate stock pile at the source; rock and sand base, paving asphalt, liquid asphalt, emulsion, etc. Conduct subgrade test for any unusual characteristics which may cause early failure to the pavement section. Conduct street structural section evaluations including pavement deflection testing, analysis and provide recommendation(s). Provide other geotechnical/soils engineering and material testing as may be needed. Conduct laboratory services, data collection, asphalt concrete batch plant inspection, preparation and submission of engineering reports consisting of test results, with interpretation analysis, and recommendations. All reports, including inspection reports, engineering reports and all supporting documentation prepared by Consultant shall be provided to City/District as requested and in a timely fashion. 2. Additional Requirements. A. Availability Consultant office hours shall be 8:00 a.m. to 5:00 p.m., Monday through Friday, so that the Consultant will be available to City/District staff and design professionals. B. Inspections City/District reserves the right to inspect the work being accomplished by the Consultant at any time. C. Consultant Personnel Assigned Consultant shall have City/District's written approval prior to making any change in a project team or team member assigned to a project. C1316.CON.BTC.DB

36 36 EXHIBIT B SCHEDULE OF FEES CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND TESTING ENGINEERS SOUTHWEST, INC. DBA BTC LABS VERTICAL FIVE FOR ANNUAL PROFESSIONAL PAVEMENT ENGINEERING, AND MATERIAL TESTING, AND INSPECTION SERVICES C1316.CON.BTC.DB

37 C1316.CON.BTC.DB 37

38 C1316.CON.BTC.DB 38

39 C1316.CON.BTC.DB 39

40 40 EXHIBIT C INSURANCE REQUIREMENTS CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND TESTING ENGINEERS SOUTHWEST, INC. DBA BTC LABS VERTICAL FIVE FOR ANNUAL PROFESSIONAL PAVEMENT ENGINEERING, AND MATERIAL TESTING, AND INSPECTION SERVICES Insurance - The CONSULTANT shall meet the following provisions (Sections 1 through 7) relating to insurance coverages. 1. General Conditions - Without limiting the Contract, CONSULTANT's indemnification of City/District, CONSULTANT shall provide and maintain at its own expense the insurance listed under Section 7 (Evidence of Coverages) covering its operations, subject to the following conditions: a) The City/District, its Boards, Officers, Agents, and Employees shall be included as additional insureds in all liability insurance policies and endorsements thereto except for Workers' Compensation and Professional Errors and Omissions. The City/District shall be named Loss Payee as its interest may appear in all property insurance. b) Such insurance shall be primary with respect to any insurance maintained by City/District and shall not call on City/District's insurance for contributions. c) With respect to the interests of the City/District, the CONSULTANT's insurance shall not be canceled nor reduced in coverage or limits until after thirty (30) days written notice shall have been sent by certified mail (return receipt requested) to the City of Simi Valley, Department of Public Works, 2929 Tapo Canyon Road, Simi Valley, California 93063, and shall contain an unequivocal clause so stating. d) A City/District approved endorsement or certified copy of insurance policy providing coverage shall be submitted to and approved by the City/District's Risk Manager prior to commencement of any work or tenancy. 2. Workers' Compensation - The CONSULTANT shall procure and maintain, during the life of the Contract, workers' compensation insurance or a valid certificate of consent to self-insure for all its employees engaged on or at the site of the project. In case any of the work is sublet, the CONSULTANT shall require all subcontractors to similarly provide workers' compensation insurance for all the latter's employees unless such employees are covered by protection afforded by workers' compensation insurance carried by the CONSULTANT. CONSULTANT hereby certifies that it is aware of the provisions of Section 3700 et seq., of the Labor Code which require every employer to be insured against liability for Workers' Compensation. C1316.CON.BTC.DB

41 41 3. Aggregate Limits/Blanket Coverage - If any of the required insurance coverages contain aggregate limits or apply to other operations or tenancy of the CONSULTANT outside these specifications, CONSULTANT shall give City/District prompt, written notice of any incident, occurrence, claim, settlement, or judgment against that insurance which may diminish the protection that such insurance affords the City/District. CONSULTANT shall further take immediate steps restoring such aggregate limits or shall provide other insurance protection for such aggregate limits. 4. Modification of Coverage - The City/District reserves the right at any time during the term of any contract executed with the CONSULTANT pursuant to these specifications (Contract) to change the amounts and types of insurance required hereunder by giving CONSULTANT ninety (90) days written notice. If such change should result in a premium increase in excess of ten percent (10%) to CONSULTANT, City/District agrees to negotiate additional compensation proportional to the increased benefit to the City/District. 5. Failure to Procure or Maintain Insurance - CONSULTANT's failure to procure or maintain required insurance program shall constitute a material breach of Contract under which the City/District may immediately terminate the Contract or, at its discretion, procure or renew such insurance to protect the City/District's interests and pay any and all premiums in connection therewith, and recover all monies so paid from CONSULTANT, or deduct all monies so paid from payments due CONSULTANT. 6. Underlying Insurance - CONSULTANT shall be responsible for requiring indemnification and insurance from its employees receiving mileage allowance, consultants, agents, and subcontractors, if any, to protect the CONSULTANT's and the City/District's interests, and for ensuring that such persons comply with any applicable insurance statutes. CONSULTANT is encouraged to seek professional advice in this regard. 7. Evidence of Coverages - Evidence of coverages (as checked below) having as a minimum the limits shown must be submitted and approved prior to commencement of work or any tenancy. Amounts shown are Combined Single Limit (CSL). Split limits may be substituted if the total per occurrence equals or exceeds the CSL amount. Description Limits X Workers' Compensation Statutory (x) Employer's Liability $500,000 (x) Waiver of Subrogation X General Liability (must be written on an Occurrence Form) $1,000,000 (x) Premises and Operations (x) Contractual Liability (x) Independent Contractors (x) Products/Completed Operations (x) Broad Form Property Damage (x) Personal Injury (x) Broad Form Liability Endorsement X Automobile Liability (must be written on an Occurrence Form) $1,000,000 C1316.CON.BTC.DB

42 (x) Owned Automobiles (x) Nonowned/Hired Automobiles 42 X Professional Liability (Errors and Omissions) $1,000,000 (to be in continuous force from date of contract award until one year after final acceptance of the project) C1316.CON.BTC.DB

43 43 EXHIBIT D FEDERAL FORMS CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND TESTING ENGINEERS SOUTHWEST, INC. DBA BTC LABS VERTICAL FIVE FOR ANNUAL PROFESSIONAL PAVEMENT ENGINEERING, AND MATERIAL TESTING, AND INSPECTION SERVICES Federal Form Requirements: 1. Consultant shall make a good faith effort to meet the DBE Goal that has been established at seven (7) percent for this project. Consultant shall give consideration to securing the services of DBE firms in the performance of the work anticipated in Consultant s Request for Proposal for this contract, as specified in 23 CFR 172.5(b), 49 CFR Part 26, and in the attached Exhibit 10-I Notice to Bidders/Proposers Disadvantaged Business Enterprise Information. 2. Consultant shall submit the completed Exhibit 10-O1, Local Agency Proposer DBE Commitment (Consultant Contract), and Exhibit 10-O2, Local Agency Proposer DBE Information (Consultant Contract), prior to or immediately after award of the contract. 3. Consultant shall submit, upon completion of the contract, regardless of whether DBE participation is obtained, a summary of the DBE records, Exhibit 17-F or equivalent, Final Report Utilization of Disadvantaged Business Enterprises (DBE) First Tier Subcontractors shall be prepared, certified correct, and submitted. 4. Consultant shall comply with Federal and State procedures, with respect to the Disadvantaged Business Enterprise Program, as specified herein and as directed by the County. 5. The following exhibits/forms are made a part hereof, shall be completed if and as required, and shall be considered as part of this contract: Federal Form Exhibits : Exhibit 10-F Exhibit 10-I Exhibit 10-J Exhibit 10-O1 Exhibit 10-O2 Exhibit 10-P Exhibit 10-Q Exhibit 15-H Exhibit 17-F Certification of Consultant Notice to Bidders/Proposers Disadvantaged Business Enterprise Information Standard Agreement for Subcontractor/DBE Participation Local Agency Proposer DBE Commitment (Consultant Contracts) Local Agency Proposer DBE Information (Consultant Contracts) Non-Lobbying Certification for Federal-Aid Contracts Disclosure of Lobbying Activities DBE Information Good Faith Efforts Final Report Utilization of Disadvantaged Business Enterprises (DBE) First-Tier Subcontractors C1316.CON.BTC.DB

44 44 CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND GEOCON WEST, INC., FOR ANNUAL PROFESSIONAL PAVEMENT ENGINEERING, AND MATERIAL TESTING, AND INSPECTION SERVICES THIS CONTRACT is made and entered into in the City of Simi Valley on this day of 2013, by and between the CITY OF SIMI VALLEY and the VENTURA COUNTY WATERWORKS DISTRICT NO. 8, municipal corporations, hereinafter referred to as CITY/DISTRICT, and GEOCON WEST, INC., a California corporation, hereinafter referred to as CONSULTANT. RECITALS WHEREAS, on June 7, 2013, CITY/DISTRICT requested proposals for the Annual Professional Pavement Engineering, and Material Testing and Inspection Services; and WHEREAS, pursuant to said request, CONSULTANT submitted a proposal, which was accepted by CITY/DISTRICT for said Services. AGREEMENT NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows: 1. Recitals. The foregoing recitals are true and correct and are a part of this CONTRACT. 2. Term. A. The term of this CONTRACT shall be from the effective date of this CONTRACT as set forth herein above, through June 30, This CONTRACT may be extended for up to two (2) additional two (2)-year terms upon mutual written consent of the CITY MANAGER/DISTRICT MANAGER or his designee and CONSULTANT. B. It is understood that the CONSULTANT S work under the Work Orders issued may not be completed within the terms of this CONTRACT; however, all terms and conditions of the CONTRACT including all rights and obligations, shall survive until the work is completed, except the CITY/DISTRICT S right to issue, and the CONSULTANT S right to accept, additional Purchase Orders. C. Pricing shall remain firm during the entire term of the CONTRACT. In the event a price increase is negotiated at the time of an extension period, the increase rate shall not exceed the Consumer Price Index (CPI) rate for Los Angeles-Riverside-Orange County area for the previous 12-month period (March to March). C1316.CON-GEOCON.DB

45 45 3. Description of Services. The Services to be performed by CONSULTANT are as follows: Professional pavement engineering, material testing and inspection services. CONSULTANT agrees to perform the Services more specifically set forth in the Scope of Work attached hereto and incorporated herein as Exhibit A. 4. Compensation and Payment. A. The total compensation payable to CONSULTANT by CITY/DISTRICT for Services under this CONTRACT, shall not exceed the sum of $300,000, and shall be earned as the work progresses. Payment will be made based on the rates contained in the Schedule of Fees as set forth in Exhibit B attached hereto and incorporated herein. B. After CONSULTANT has performed the Services as specified in this CONTRACT, CITY/DISTRICT shall be obligated to pay CONSULTANT based upon the actual CITY/DISTRICT-authorized Services received by CITY/DISTRICT at the rates established as a part of this CONTRACT. C. Payments to the CONSULTANT shall be made within thirty (30) days after receipt of an original invoice from the CONSULTANT and acceptance of the Services by CITY/DISTRICT. D. CONSULTANT shall provide CITY/DISTRICT with written verification of the actual compensation earned, which written verification will be in a form satisfactory to CITY/DISTRICT. Invoices shall include the work performed including a list of hours worked by personnel. 5. CONSULTANT s Representations and Obligations. A. CONSULTANT shall perform as required by this CONTRACT. CONSULTANT also warrants on behalf of itself and all subcontractors engaged for the performance of this CONTRACT that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. B. CONSULTANT shall obey all Federal, State, local, and special district laws, ordinances, and regulations. C. CONSULTANT acknowledges CITY/DISTRICT may contract with other parties for the performance of Services or supplemental services as they relate to the project during the term of this CONTRACT. D. CONSULTANT agrees to abide by CITY s Business Tax Ordinance, of which proof of payment must be obtained prior to performance of this CONTRACT. E. To the extent required by law, CONSULTANT agrees to abide by the following provisions pertaining to Prevailing Wages and Federally Funded Projects; C1316.CON-GEOCON.DB

46 46 i. Pursuant to the provisions of the California Labor Code the California Department of Industrial Relations has ascertained the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which this work is to be performed for each craft, classification or type of worker needed to execute the CONTRACT. Such wage scale is set forth at length in a Schedule of Prevailing Rates of Wages that is on file at the California Department of Industrial Relations and is available at ii. CONSULTANT shall assist in locating, qualifying, hiring, and increasing the skills of minority group employees and applicants for employment, as set forth in Executive Orders and iii. For Federally Funded Projects the current Federal General Wage Determinations shall apply as predetermined by the Secretary of Labor. If there is a difference in the Federal minimum wage rates and the California Department of Industrial Relations for similar classifications of labor, the CONSULTANT and its subcontractors shall pay not less than the higher wage rate. The wage rate for any classification not listed by the Federal Department of Labor or the California Department of Industrial Relations, but which may be required to execute the Contract, shall be in accord with specified rates for similar or comparable classifications or for those performing similar or comparable duties, within the agencies determinations. 6. Audit. A. At any time during normal business hours and as often as CITY/DISTRICT may deem necessary, CONSULTANT shall make available to CITY/DISTRICT for inspection its records pertaining to this CONTRACT. CONSULTANT shall permit CITY/DISTRICT to audit, examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least two (2) years after termination or final payment under this CONTRACT. B. CITY/DISTRICT shall have the option of inspecting and/or auditing all records and other written materials used by CONSULTANT in preparing its statements to CITY/DISTRICT as a condition precedent to any payment to CONSULTANT. 7. Hold Harmless and Indemnification. A. To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and ), CONSULTANT shall defend, and provide legal defense with attorney(s) acceptable to CITY/DISTRICT, indemnify, and hold harmless the CITY/DISTRICT, its agents, officials, officers, representatives, and employees, (collectively Indemnitees ) from and against all claims, lawsuits, liabilities or damages (including, without limitation, injury to or death of an employee of CONSULTANT or its sub-consultant), expense and liability of every kind, nature and description (including, without limitation incidental and consequential damages, court costs, attorney s fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of litigation) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, any sub-consultant, anyone directly or indirectly employed by them, or anyone that they control. C1316.CON-GEOCON.DB

47 47 B. To the extent there is an obligation to indemnify under this Section of this CONTRACT, CONSULTANT shall be responsible for incidental and consequential damages resulting from CONSULTANT S negligence, recklessness, or willful misconduct. The provisions of this Section survive completion of the Services or the termination of this CONTRACT. The provisions of this Section are not limited by the provisions of this CONTRACT relating to insurance. The CONSULTANT shall thoroughly investigate any and all claims subject to the provisions of this Section, and indemnify the CITY/DISTRICT and do whatever is necessary to protect any and all Indemnitees. 8. Amendments. Any amendments, modifications, or variations from the provisions of this CONTRACT, shall be in writing and shall be effective only upon mutual written approval by the CITY MANAGER/DISTRICT MANAGER or his designee and CONSULTANT including changes to the CONTRACT amount and term of the CONTRACT. 9. Anti-Discrimination. In the performance of the terms of this CONTRACT, CONSULTANT shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section Termination. A. Either party may terminate this CONTRACT at any time prior to the expiration date by giving thirty (30) days advance written notice thereof to the other party. B. If, during the term of this CONTRACT, CITY/DISTRICT determines that CONSULTANT is not faithfully abiding by any term or condition contained herein, CITY/DISTRICT may notify CONSULTANT in writing of such defect or failure to perform. The notice must give to the CONSULTANT a ten (10) day period of time thereafter in which to perform said work or cure the deficiency. If CONSULTANT has not performed the work or cured said deficiency within the ten (10) days specified in the notice, such failure shall constitute a breach of this CONTRACT, and CITY/DISTRICT may terminate this CONTRACT immediately by written notice to CONSULTANT to said effect. C. In addition, CITY/DISTRICT, if it terminates this CONTRACT for cause, may withhold as an offset from payments due CONSULTANT damages occasioned by such breach. The CITY/DISTRICT shall be liable to the CONSULTANT only for those fees accrued by the CONSULTANT to the date CONSULTANT receives said notice of termination. In said event, CONSULTANT shall be entitled to the reasonable value of its services. In no event, however, shall CONSULTANT be entitled to receive in excess of the CONTRACT amount. 11. Delivery of Reports in Cases of Termination. If this CONTRACT is terminated pursuant to any of the provisions contained hereinabove, and if requested to do so in writing by the CITY/DISTRICT, the CONSULTANT shall, within fourteen (14) calendar days after receipt of such written request, deliver and turn over to the CITY/DISTRICT all of its preparation and work on the project which were done to the date of the receipt of the notice of termination. The terms "preparation" and "work" as used in this paragraph, shall refer to and include all data and C1316.CON-GEOCON.DB

48 48 materials of whatever type that have been gathered by the CONSULTANT, and contemplated to be used or actually used, in the provision of the Services as specified in this CONTRACT. 12. Complete CONTRACT. This CONTRACT and its accompanying exhibits, shall constitute the complete CONTRACT between the parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such verbal agreement, understanding, or representation be binding upon the parties hereto. 13. Independent Contractor. It is expressly understood between the parties to this CONTRACT that no employee/employer relationship is intended. CONSULTANT is not an agent or employee of the CITY/DISTRICT and it is not entitled to participate in any pension plan, insurance or other benefits CITY/DISTRICT provides for its employees. CONSULTANT is an independent contractor in performing the Services required under this CONTRACT and will have control of all work and the manner in which it is performed. Any provision of this CONTRACT that may appear to give CITY/DISTRICT the right to direct CONSULTANT as to the details of doing the work required herein, or to exercise a measure of control over the work means that the CONSULTANT will follow the direction of the CITY/DISTRICT as to the results of the work only. 14. Personal Services. This CONTRACT is for professional services, which are personal to CITY/DISTRICT. Neal Berliner is deemed to be especially experienced and is a key member of CONSULTANT S firm, and shall be directly involved in performing, supervising, or assisting in the performance of this work. This key person shall communicate with, and periodically report to, CITY/DISTRICT on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY/DISTRICT may terminate this CONTRACT. 15. Time of Performance. Time is of the essence in this CONTRACT. 16. Insurance. CONSULTANT shall, at CONSULTANT S sole cost and expense, provide insurance as contained in Exhibit C, incorporated herein. CONSULTANT shall not commence work on the Services to be performed, until it submits proof of all insurance coverage as required. 17. Federal Forms and Requirements. CONSULTANT shall comply with federal funding (FHWA) and Caltrans requirements and shall timely submit all the forms required as identified in Exhibit D, which forms once completed, shall be attached hereto and incorporated herein this CONTRACT. 18. Ownership of Reports and Data. The originals of all studies, reports, exhibits, documents, data and other work or materials prepared for, or used to comply with any term of this CONTRACT, plus any copies of same required by this CONTRACT to be furnished to the CITY/DISTRICT by any of the other party(ies) with whom the CONSULTANT may have contract(s) pertaining to this project, shall be deemed to be public records open to inspection by the public and, as such, to be and remain the property of the CITY/DISTRICT. C1316.CON-GEOCON.DB

49 Conflict of Interest. A. Neither CONSULTANT nor any employees, agents, or subcontractors of CONSULTANT who will be assigned to this project, to the best of CONSULTANT'S knowledge, own any property or interest in properties, business relationships, or sources of income which may be affected by the performance of this CONTRACT. Should one party hereto learn of any such interest, income source, or business relationship, such fact shall immediately be brought to the attention of the other party hereto. If the parties thereupon cannot mutually agree upon a means to eliminate the conflict, CITY/DISTRICT may terminate the CONTRACT immediately for non-performance pursuant to Section 10. herein. B. In accordance with California Government Code Section 87306, CONSULTANT shall provide, if requested by CITY/DISTRICT, a Conflict of Interest Statement, Form 700 no later than thirty (30) days after execution of this CONTRACT, and annually thereafter prior to April 1st of each year for the duration of the CONTRACT. Failure to file any of the required statements will result in withholding payment for services rendered. 20. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other party, and any such assignment without said consent shall be void. 21. Authority to Execute CONTRACT. Both CITY/DISTRICT and CONSULTANT do covenant that each individual executing this CONTRACT on behalf of each party is a person duly authorized and empowered to execute contracts for such party. 22. Jurisdiction and Venue. Jurisdiction is in the State of California and venue lies in Ventura County. 23. Non-Appropriation of Funds. Payments due and payable to CONSULTANT for current Services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY/DISTRICT. In the event CITY/DISTRICT has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this CONTRACT shall cover only those costs incurred up to the conclusion of the current fiscal year. 24. Taxpayer Identification Number. CONSULTANT shall provide CITY/DISTRICT with a complete Request for Taxpayer Identification Number and Certification, form W-9 (rev. 2000), as issued by the Internal Revenue Service. 25. Permits and Licenses. CONSULTANT, at its sole cost and expense, shall obtain and maintain during the term of this CONTRACT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of this CONTRACT. 26. Waivers. The waiver by one party of any term or condition of this CONTRACT, or any breach thereof, shall not be construed to be a general waiver by the party or as a waiver of any other term or breach. C1316.CON-GEOCON.DB

50 Statement of Experience. CONSULTANT warrants that it will perform its Services with at least the due care, diligence and expertise generally accepted in its industry. CONSULTANT also understands and agrees that it is being employed to perform the Services provided for by this CONTRACT because of CONSULTANT S professed expertise and experience in performing such Services. In addition, CONSULTANT understands and agrees that while CITY/DISTRICT or CITY/DISTRICT S officers, employees, agents or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT. As a consequence, CONSULTANT waives any right of contribution against CITY/DISTRICT or any of CITY/DISTRICT S officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT. 28. Notices. All written notices required by, or related to this CONTRACT shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this CONTRACT shall refuse to accept such mail; the parties to this CONTRACT shall promptly inform the other party of any change of address. All notices required by this CONTRACT are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each party to this CONTRACT is as follows: CITY/DISTRICT Department of Public Works Ron Fuchiwaki, Director of Public Works City of Simi Valley 2929 Tapo Canyon Road Simi Valley, CA Attn: Sarah Sheshebor, Senior Engineer (805) C1316.CON-GEOCON.DB

51 51 CONSULTANT Geocon West, Inc N. San Fernando Blvd., Suite 100 Burbank, CA Attn: Neal Berliner, President (818) IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. Attest: City of Simi Valley and Ventura County Waterworks District No. 8, Municipal Corporations Ky Spangler Assistant City Clerk/District Secretary By: Robert O. Huber, Mayor of the City of Simi Valley, California/Chair of the Ventura County Waterworks District No. 8 Approved as to Form: Geocon West, Inc., a California Corporation Marjorie Baxter City Attorney/District Counsel Approved as to Content: By: Title: Eric J. Levitt City Manager/District Manager By: Connie Henes-Baird Interim Director of Administrative Services Title: Ronald K. Fuchiwaki, Director Department of Public Works C1316.CON-GEOCON.DB

52 52 EXHIBIT A SCOPE OF WORK CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND GEOCON WEST, INC., FOR ANNUAL PROFESSIONAL PAVEMENT ENGINEERING, AND MATERIAL TESTING, AND INSPECTION SERVICES SCOPE OF WORK 1. Tasks. Consultant shall provide Professional Pavement Engineering, and Material Testing and Inspection Services in connection with design and construction of public works projects. The work shall include but not be limited to the following tasks as required by the particular project: Perform surface and subsurface soils investigation, testing (relative compaction, R-value, sieve analysis, shear, etc.), evaluation and geotechnical inspection. Perform material testing and inspection of conventional and rubberized asphalt concrete pavement both at the asphalt plant and at the job site, aggregate stock pile at the source; rock and sand base, paving asphalt, liquid asphalt, emulsion, etc. Conduct subgrade test for any unusual characteristics which may cause early failure to the pavement section. Conduct street structural section evaluations including pavement deflection testing, analysis and provide recommendation(s). Provide other geotechnical/soils engineering and material testing as may be needed. Conduct laboratory services, data collection, asphalt concrete batch plant inspection, preparation and submission of engineering reports consisting of test results, with interpretation analysis, and recommendations. All reports, including inspection reports, engineering reports and all supporting documentation prepared by Consultant shall be provided to City/District as requested and in a timely fashion. 2. Additional Requirements. A. Availability Consultant office hours shall be 8:00 a.m. to 5:00 p.m., Monday through Friday, so that the Consultant will be available to City/District staff and design professionals. B. Inspections City/District reserves the right to inspect the work being accomplished by the Consultant at any time. C. Consultant Personnel Assigned Consultant shall have City/District's written approval prior to making any change in a project team or team member assigned to a project. C1316.CON-GEOCON.DB

53 53 EXHIBIT B SCHEDULE OF FEES CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND GEOCON WEST, INC., FOR ANNUAL PROFESSIONAL PAVEMENT ENGINEERING, AND MATERIAL TESTING, AND INSPECTION SERVICES C1316.CON-GEOCON.DB

54 C1316.CON-GEOCON.DB 54

55 C1316.CON-GEOCON.DB 55

56 56 EXHIBIT C INSURANCE REQUIREMENTS CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND GEOCON WEST, INC., FOR ANNUAL PROFESSIONAL PAVEMENT ENGINEERING, AND MATERIAL TESTING, AND INSPECTION SERVICES Insurance - The CONSULTANT shall meet the following provisions (Sections 1 through 7) relating to insurance coverages. 1. General Conditions - Without limiting the Contract, CONSULTANT's indemnification of City/District, CONSULTANT shall provide and maintain at its own expense the insurance listed under Section 7 (Evidence of Coverages) covering its operations, subject to the following conditions: a) The City/District, its Boards, Officers, Agents, and Employees shall be included as additional insureds in all liability insurance policies and endorsements thereto except for Workers' Compensation and Professional Errors and Omissions. The City/District shall be named Loss Payee as its interest may appear in all property insurance. b) Such insurance shall be primary with respect to any insurance maintained by City/District and shall not call on City/District's insurance for contributions. c) With respect to the interests of the City/District, the CONSULTANT's insurance shall not be canceled nor reduced in coverage or limits until after thirty (30) days written notice shall have been sent by certified mail (return receipt requested) to the City of Simi Valley, Department of Public Works, 2929 Tapo Canyon Road, Simi Valley, California 93063, and shall contain an unequivocal clause so stating. d) A City/District approved endorsement or certified copy of insurance policy providing coverage shall be submitted to and approved by the City/District's Risk Manager prior to commencement of any work or tenancy. 2. Workers' Compensation - The CONSULTANT shall procure and maintain, during the life of the Contract, workers' compensation insurance or a valid certificate of consent to self-insure for all its employees engaged on or at the site of the project. In case any of the work is sublet, the CONSULTANT shall require all subcontractors to similarly provide workers' compensation insurance for all the latter's employees unless such employees are covered by protection afforded by workers' compensation insurance carried by the CONSULTANT. CONSULTANT hereby certifies that it is aware of the provisions of Section 3700 et seq., of the Labor Code which require every employer to be insured against liability for Workers' Compensation. C1316.CON-GEOCON.DB

57 57 3. Aggregate Limits/Blanket Coverage - If any of the required insurance coverages contain aggregate limits or apply to other operations or tenancy of the CONSULTANT outside these specifications, CONSULTANT shall give City/District prompt, written notice of any incident, occurrence, claim, settlement, or judgment against that insurance which may diminish the protection that such insurance affords the City/District. CONSULTANT shall further take immediate steps restoring such aggregate limits or shall provide other insurance protection for such aggregate limits. 4. Modification of Coverage - The City/District reserves the right at any time during the term of any contract executed with the CONSULTANT pursuant to these specifications (Contract) to change the amounts and types of insurance required hereunder by giving CONSULTANT ninety (90) days written notice. If such change should result in a premium increase in excess of ten percent (10%) to CONSULTANT, City/District agrees to negotiate additional compensation proportional to the increased benefit to the City/District. 5. Failure to Procure or Maintain Insurance - CONSULTANT's failure to procure or maintain required insurance program shall constitute a material breach of Contract under which the City/District may immediately terminate the Contract or, at its discretion, procure or renew such insurance to protect the City/District's interests and pay any and all premiums in connection therewith, and recover all monies so paid from CONSULTANT, or deduct all monies so paid from payments due CONSULTANT. 6. Underlying Insurance - CONSULTANT shall be responsible for requiring indemnification and insurance from its employees receiving mileage allowance, consultants, agents, and subcontractors, if any, to protect the CONSULTANT's and the City/District's interests, and for ensuring that such persons comply with any applicable insurance statutes. CONSULTANT is encouraged to seek professional advice in this regard. 7. Evidence of Coverages - Evidence of coverages (as checked below) having as a minimum the limits shown must be submitted and approved prior to commencement of work or any tenancy. Amounts shown are Combined Single Limit (CSL). Split limits may be substituted if the total per occurrence equals or exceeds the CSL amount. Description Limits X Workers' Compensation Statutory (x) Employer's Liability $500,000 (x) Waiver of Subrogation X General Liability (must be written on an Occurrence Form) $1,000,000 (x) Premises and Operations (x) Contractual Liability (x) Independent Contractors (x) Products/Completed Operations (x) Broad Form Property Damage (x) Personal Injury (x) Broad Form Liability Endorsement X Automobile Liability (must be written on an Occurrence Form) $1,000,000 C1316.CON-GEOCON.DB

58 (x) Owned Automobiles (x) Nonowned/Hired Automobiles 58 X Professional Liability (Errors and Omissions) $1,000,000 (to be in continuous force from date of contract award until one year after final acceptance of the project) C1316.CON-GEOCON.DB

59 59 EXHIBIT D FEDERAL FORMS CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND GEOCON WEST, INC., FOR ANNUAL PROFESSIONAL PAVEMENT ENGINEERING, AND MATERIAL TESTING, AND INSPECTION SERVICES Federal Form Requirements: 1. Consultant shall make a good faith effort to meet the DBE Goal that has been established at seven (7) percent for this project. Consultant shall give consideration to securing the services of DBE firms in the performance of the work anticipated in Consultant s Request for Proposal for this contract, as specified in 23 CFR 172.5(b), 49 CFR Part 26, and in the attached Exhibit 10-I Notice to Bidders/Proposers Disadvantaged Business Enterprise Information. 2. Consultant shall submit the completed Exhibit 10-O1, Local Agency Proposer DBE Commitment (Consultant Contract), and Exhibit 10-O2, Local Agency Proposer DBE Information (Consultant Contract), prior to or immediately after award of the contract. 3. Consultant shall submit, upon completion of the contract, regardless of whether DBE participation is obtained, a summary of the DBE records, Exhibit 17-F or equivalent, Final Report Utilization of Disadvantaged Business Enterprises (DBE) First Tier Subcontractors shall be prepared, certified correct, and submitted. 4. Consultant shall comply with Federal and State procedures, with respect to the Disadvantaged Business Enterprise Program, as specified herein and as directed by the County. 5. The following exhibits/forms are made a part hereof, shall be completed if and as required, and shall be considered as part of this contract: Federal Form Exhibits : Exhibit 10-F Exhibit 10-I Exhibit 10-J Exhibit 10-O1 Exhibit 10-O2 Exhibit 10-P Exhibit 10-Q Exhibit 15-H Exhibit 17-F Certification of Consultant Notice to Bidders/Proposers Disadvantaged Business Enterprise Information Standard Agreement for Subcontractor/DBE Participation Local Agency Proposer DBE Commitment (Consultant Contracts) Local Agency Proposer DBE Information (Consultant Contracts) Non-Lobbying Certification for Federal-Aid Contracts Disclosure of Lobbying Activities DBE Information Good Faith Efforts Final Report Utilization of Disadvantaged Business Enterprises (DBE) First-Tier Subcontractors C1316.CON-GEOCON.DB

60 60 CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND BENNER AND CARPENTER, INC., FOR ANNUAL ENGINEERING SURVEY SERVICES THIS CONTRACT is made and entered into in the City of Simi Valley on this day of 2013, by and between the CITY OF SIMI VALLEY and the VENTURA COUNTY WATERWORKS DISTRICT NO. 8, municipal corporations, hereinafter referred to as CITY/DISTRICT, and BENNER AND CARPENTER, INC., a California corporation, hereinafter referred to as CONSULTANT. RECITALS WHEREAS, on June 7, 2013, CITY/DISTRICT requested proposals for the Annual Engineering Survey Services; and WHEREAS, pursuant to such request, CONSULTANT submitted a proposal, which was accepted by CITY/DISTRICT for the Services. AGREEMENT NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows: 1. Recitals. The foregoing recitals are true and correct and are a part of this CONTRACT. 2. Term. A. The term of this CONTRACT shall be from the effective date of this CONTRACT as set forth herein above, through June 30, This CONTRACT may be extended for up to two (2) additional two (2)-year terms upon mutual written consent of the CITY MANAGER/DISTRICT MANAGER or his designee and CONSULTANT. B. It is understood that the CONSULTANT S work under the Work Orders issued may not be completed within the terms of this CONTRACT; however, all terms and conditions of the CONTRACT including all rights and obligations, shall survive until the work is completed, except the CITY/DISTRICT S right to issue, and the CONSULTANT S right to accept, additional Purchase Orders. C. Pricing shall remain firm during the entire term of the CONTRACT. In the event a price increase is negotiated at the time of an extension period, the increase rate shall not exceed the Consumer Price Index (CPI) rate for Los Angeles-Riverside-Orange County area for the previous 12-month period (March to March). C1316.CON-B&C.DB

61 61 3. Description of Services. The Services to be performed by CONSULTANT are as follows: Engineering Survey Services in connection with design and construction projects at the CITY/DISTRICT. CONSULTANT agrees to perform the Services more specifically set forth in the Scope of Work attached hereto and incorporated herein as Exhibit A. 4. Compensation and Payment. A. The total compensation payable to CONSULTANT by CITY/DISTRICT for Services under this CONTRACT shall not exceed the sum of $240,000, and shall be earned as the work progresses. Payment will be made based on the rates contained in the Schedule of Fees as set forth in Exhibit B attached hereto and incorporated herein. B. After CONSULTANT has performed the Services as specified in this CONTRACT, CITY/DISTRICT shall be obligated to pay CONSULTANT based upon the actual CITY/DISTRICT-authorized services received by CITY/DISTRICT at the rates established as a part of this CONTRACT. C. Payments to the CONSULTANT shall be made within thirty (30) days after receipt of an original invoice from the CONSULTANT and acceptance of the Services by CITY/DISTRICT. D. CONSULTANT shall provide CITY/DISTRICT with written verification of the actual compensation earned, which written verification will be in a form satisfactory to CITY/DISTRICT. Invoices shall include the work performed including a list of hours worked by personnel. 5. CONSULTANT s Representations and Obligations. A. CONSULTANT shall perform as required by this CONTRACT. CONSULTANT also warrants on behalf of itself and all subcontractors engaged for the performance of this CONTRACT that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. B. CONSULTANT shall obey all Federal, State, local, and special district laws, ordinances, and regulations. C. CONSULTANT acknowledges CITY/DISTRICT may contract with other parties for the performance of Services or supplemental services as they relate to the project during the term of this CONTRACT. D. CONSULTANT agrees to abide by CITY s Business Tax Ordinance, of which proof of payment must be obtained prior to performance of this CONTRACT. E. To the extent required by law, CONSULTANT agrees to abide by the following provisions pertaining to Prevailing Wages and Federally Funded Projects; C1316.CON-B&C.DB

62 C1316.CON-B&C.DB 62 i. Pursuant to the provisions of the California Labor Code the California Department of Industrial Relations has ascertained the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which this work is to be performed for each craft, classification or type of worker needed to execute the CONTRACT. Such wage scale is set forth at length in a Schedule of Prevailing Rates of Wages that is on file at the California Department of Industrial Relations and is available at ii. CONSULTANT shall assist in locating, qualifying, hiring, and increasing the skills of minority group employees and applicants for employment, as set forth in Executive Orders and iii. For Federally funded projects the current Federal General Wage Determinations shall apply as predetermined by the Secretary of Labor. If there is a difference in the Federal minimum wage rates and the California Department of Industrial Relations for similar classifications of labor, the CONSULTANT and its subcontractors shall pay not less than the higher wage rate. The wage rate for any classification not listed by the Federal Department of Labor or the California Department of Industrial Relations, but which may be required to execute the CONTRACT, shall be in accord with specified rates for similar or comparable classifications or for those performing similar or comparable duties, within the agencies determinations. 6. Audit. A. At any time during normal business hours and as often as the CITY/DISTRICT may deem necessary, CONSULTANT shall make available to CITY/DISTRICT for inspection its records pertaining to this CONTRACT. CONSULTANT shall permit CITY/DISTRICT to audit, examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least (2) years after termination or final payment under this CONTRACT. B. CITY/DISTRICT shall have the option of inspecting and/or auditing all records and other written materials used by CONSULTANT in preparing its statements to CITY/DISTRICT as a condition precedent to any payment to CONSULTANT. 7. Hold Harmless and Indemnification. A. To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and ), CONSULTANT shall defend, and provide legal defense with attorney(s) acceptable to CITY/DISTRICT, indemnify, and hold harmless the CITY/DISTRICT, its agents, officials, officers, representatives, and employees, (collectively Indemnitees ) from and against all claims, lawsuits, liabilities or damages (including, without limitation, injury to or death of an employee of CONSULTANT or its sub-consultant), expense and liability of every kind, nature and description (including, without limitation incidental and consequential damages, court costs, attorney s fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of litigation) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, any sub-consultant, anyone directly or indirectly employed by them, or anyone that they control.

63 63 B. To the extent there is an obligation to indemnify under this Section of this CONTRACT, CONSULTANT shall be responsible for incidental and consequential damages resulting from CONSULTANT S negligence, recklessness, or willful misconduct. The provisions of this Section survive completion of the Services or the termination of this CONTRACT. The provisions of this Section are not limited by the provisions of this CONTRACT relating to insurance. The CONSULTANT shall thoroughly investigate any and all claims subject to the provisions of this Section, and indemnify the CITY/DISTRICT and do whatever is necessary to protect any and all Indemnitees. 8. Amendments. Any amendments, modifications, or variations from the provisions of this CONTRACT shall be in writing and shall be effective only upon mutual written approval by the CITY MANAGER/DISTRICT MANAGER or his designee and CONSULTANT including changes to the CONTRACT amount and term of the CONTRACT. 9. Anti-Discrimination. In the performance of the terms of this CONTRACT, CONSULTANT shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section Termination. A. Either party may terminate this CONTRACT at any time prior to the expiration date by giving thirty (30) days advance written notice thereof to the other party. B. If, during the term of this CONTRACT, CITY/DISTRICT determines that CONSULTANT is not faithfully abiding by any term or condition contained herein, CITY/DISTRICT may notify CONSULTANT in writing of such defect or failure to perform. The notice must give to the CONSULTANT a ten (10) day period of time thereafter in which to perform the work or cure the deficiency. If CONSULTANT has not performed the work or cured the deficiency within the ten (10) days specified in the notice, such failure shall constitute a breach of this CONTRACT, and CITY/DISTRICT may terminate this CONTRACT immediately by written notice to CONSULTANT to such effect. C. In addition, CITY/DISTRICT, if it terminates this CONTRACT for cause, may withhold as an offset from payments due CONSULTANT damages occasioned by such breach. The CITY/DISTRICT shall be liable to the CONSULTANT only for those fees accrued by the CONSULTANT to the date CONSULTANT receives said notice of termination. In said event, CONSULTANT shall be entitled to the reasonable value of its services. In no event, however, shall CONSULTANT be entitled to receive in excess of the CONTRACT amount. 11. Delivery of Reports in Cases of Termination. If this CONTRACT is terminated pursuant to any of the provisions contained hereinabove, and if requested to do so in writing by the CITY/DISTRICT, the CONSULTANT shall, within fourteen (14) calendar days after receipt of such written request, deliver and turn over to the CITY/DISTRICT all of its preparation and work on the project which were done to the date of the receipt of the notice of termination. The terms "preparation" and "work" as used in this paragraph, shall refer to and include all data and C1316.CON-B&C.DB

64 64 materials of whatever type, that have been gathered by the CONSULTANT, and contemplated to be used or actually used, in the provision of the services as specified in this CONTRACT. 12. Complete CONTRACT. This CONTRACT and its accompanying exhibits, shall constitute the complete CONTRACT between the parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such verbal agreement, understanding, or representation be binding upon the parties hereto. 13. Independent Contractor. It is expressly understood between the parties to this CONTRACT that no employee/employer relationship is intended. CONSULTANT is not an agent or employee of the CITY/DISTRICT and it is not entitled to participate in any pension plan, insurance or other benefits CITY/DISTRICT provides for its employees. CONSULTANT is an independent contractor in performing the Services required under this CONTRACT and will have control of all work and the manner in which it is performed. Any provision of this CONTRACT that may appear to give CITY/DISTRICT the right to direct CONSULTANT as to the details of doing the work required herein, or to exercise a measure of control over the work means that the CONSULTANT will follow the direction of the CITY/DISTRICT as to the results of the work only. 14. Personal Services. This CONTRACT is for professional services, which are personal to CITY/DISTRICT. Larry Frager is deemed to be especially experienced and is a key member of CONSULTANT S firm, and shall be directly involved in performing, supervising, or assisting in the performance of this work. This key person shall communicate with, and periodically report to, CITY/DISTRICT on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY/DISTRICT may terminate this CONTRACT. 15. Time of Performance. Time is of the essence in this CONTRACT. 16. Insurance. CONSULTANT shall, at CONSULTANT S sole cost and expense, provide insurance as contained in Exhibit C, incorporated herein. CONSULTANT shall not commence work on the Services to be performed, until it submits proof of all insurance coverage as required. 17. Federal Forms and Requirements. CONSULTANT shall comply with federal funding (FHWA) and Caltrans requirements and shall timely submit all the forms required as identified in Exhibit D, which forms once completed, shall be attached hereto and incorporated herein this CONTRACT. 18. Ownership of Reports and Data. The originals of all studies, reports, exhibits, documents, data and other work or materials prepared for, or used to comply with any term of this CONTRACT, plus any copies of same required by this CONTRACT to be furnished to the CITY/DISTRICT by any of the other party(ies) with whom the CONSULTANT may have contract(s) pertaining to this project, shall be deemed to be public records open to inspection by the public and, as such, to be and remain the property of the CITY/DISTRICT. C1316.CON-B&C.DB

65 Conflict of Interest. A. Neither CONSULTANT nor any employees, agents, or subcontractors of CONSULTANT who will be assigned to this project, to the best of CONSULTANT'S knowledge, own any property or interest in properties, business relationships, or sources of income which may be affected by the performance of this CONTRACT. Should one party hereto learn of any such interest, income source, or business relationship, such fact shall immediately be brought to the attention of the other party hereto. If the parties thereupon cannot mutually agree upon a means to eliminate the conflict, CITY/DISTRICT may terminate the CONTRACT immediately for non-performance pursuant to Section 10 herein. B. In accordance with California Government Code Section 87306, CONSULTANT shall provide, if requested by CITY/DISTRICT, a Conflict of Interest Statement, Form 700 no later than 30 days after execution of this CONTRACT, and annually thereafter prior to April 1st of each year for the duration of the CONTRACT. Failure to file any of the required statements will result in withholding payment for services rendered. 20. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other party, and any such assignment without such consent shall be void. 21. Authority to Execute CONTRACT. Both CITY/DISTRICT and CONSULTANT do covenant that each individual executing this CONTRACT on behalf of each party is a person duly authorized and empowered to execute contracts for such party. 22. Jurisdiction and Venue. Jurisdiction is in the State of California and venue lies in Ventura County. 23. Non-Appropriation of Funds. Payments due and payable to CONSULTANT for current Services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY/DISTRICT. In the event CITY/DISTRICT has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this CONTRACT shall cover only those costs incurred up to the conclusion of the current fiscal year. 24. Taxpayer Identification Number. CONSULTANT shall provide CITY/DISTRICT with a complete Request for Taxpayer Identification Number and Certification, form W-9 (rev. 2000), as issued by the Internal Revenue Service. 25. Permits and Licenses. CONSULTANT, at its sole cost and expense, shall obtain and maintain during the term of this CONTRACT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of this CONTRACT. 26. Waivers. The waiver by one party of any term or condition of this CONTRACT, or any breach thereof, shall not be construed to be a general waiver by the party or as a waiver of any other term or breach. C1316.CON-B&C.DB

66 Statement of Experience. CONSULTANT warrants that it will perform its Services with at least the due care, diligence and expertise generally accepted in its industry. CONSULTANT also understands and agrees that it is being employed to perform the Services provided for by this CONTRACT because of CONSULTANT S professed expertise and experience in performing such Services. In addition, CONSULTANT understands and agrees that while CITY/DISTRICT or CITY/DISTRICT S officers, employees, agents or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT. As a consequence, CONSULTANT waives any right of contribution against CITY/DISTRICT or any of CITY/DISTRICT S officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT Notices. All written notices required by, or related to this CONTRACT shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this CONTRACT shall refuse to accept such mail; the parties to this CONTRACT shall promptly inform the other party of any change of address. All notices required by this CONTRACT are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each party to this CONTRACT is as follows: CITY/DISTRICT Department of Public Works Ron Fuchiwaki, Director of Public Works City of Simi Valley 2929 Tapo Canyon Road Simi Valley, CA Attn: Sarah Sheshebor, Senior Engineer (805) C1316.CON-B&C.DB

67 67 CONSULTANT Benner and Carpenter, Inc. 506 East Main Street Santa Paula, CA Attn: Larry Frager, President (805) IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. Attest: City of Simi Valley and Ventura County Waterworks District No. 8, Municipal Corporations Ky Spangler Assistant City Clerk/District Secretary By: Roberr O. Huber, Mayor of the City of Simi Valley, California/Chair of the Ventura County Waterworks District No. 8 Approved as to Form: Benner and Carpenter, Inc., a California Corporation Marjorie Baxter City Attorney/District Counsel Approved as to Content: By: Title: Eric J. Levitt City Manager/District Manager By: Connie Henes-Baird Interim Director of Administrative Services Title: Ronald K. Fuchiwaki, Director Department of Public Works C1316.CON-B&C.DB

68 C1316.CON-B&C.DB 68 EXHIBIT A SCOPE OF WORK CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND BENNER AND CARPENTER, INC., FOR ANNUAL ENGINEERING SURVEY SERVICES SCOPE OF WORK Consultant shall provide Engineering Survey Services in connection with design and construction of public works projects. 1. Tasks. The work, shall include the following tasks, as may be required by the specific project: Topographic and boundary surveys. Construction staking (for street grading, storm drain, water, sewer, etc.). Cross-section surveys at required intervals, curb return, curb flow line, profiles of the cross gutters. Establish horizontal and vertical controls. Tying-out existing survey monuments prior to construction. Set and/or reset survey monuments after construction. Prepare required "Corner Records" in concurrence with all applicable standards/requirements to file with the County Surveyor. Producing or analyzing Parcel Maps, Record of Surveys, etc. Setting ground control for aerial photographic surveys. All data shall be taken with an EDM (Electronic Distance Meter) using actual elevations. Data point layout on plot with directed scale. In addition to the plot, a data point printout including point description and elevation of the point. Multiple plots are required if data overlap. Other engineering survey services as may be needed. All data to be produced on disk that can be easily transferred to Autocad format as required. The Consultant may be required to attend the pre-construction meetings with City/District's construction contractor. 2. Additional Requirements. A. In the performance of this Scope of Work, CONSULTANT agrees to provide experienced staff possessing the following qualifications: Have experience applying technical knowledge and following proper surveying techniques to examine workmanship and materials and detect deviations from plans, regulations and standard construction practices. Make basic mathematical computations rapidly and accurately. Enforce necessary regulations with firmness and tact.

69 69 Understand and carry out oral and written directions. Communicate clearly and concisely, both orally and in writing. B. Availability. Consultant office hours shall be 8:00 a.m. to 5:00 p.m., Monday through Friday, so that the Consultant will be available to City/District staff and design professionals. C. Inspections. City/District reserves the right to inspect the work being accomplished by the Consultant at any time. D. Consultant Personnel Assigned. The Consultant shall have City/District's written approval prior to making any change in a project team or team member assigned to a project. E. Deliverables. Any reports, data or documentation required by the tasks described hereinabove shall be provided to the City/District in a timely fashion and/or in accordance with any time schedule set by City/District staff. C1316.CON-B&C.DB

70 70 EXHIBIT B SCHEDULE OF FEES CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND BENNER AND CARPENTER, INC., FOR ANNUAL ENGINEERING SURVEY SERVICES C1316.CON-B&C.DB

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73 73 EXHIBIT C INSURANCE REQUIREMENTS CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND BENNER AND CARPENTER, INC., FOR ANNUAL ENGINEERING SURVEY SERVICES Insurance - The proposer shall meet the following provisions (Sections 1 through 7) relating to insurance coverages. 1. General Conditions - Without limiting the Consultant's indemnification of City/District, Consultant shall provide and maintain at its own expense the insurance listed under Section 7 (Evidence of Coverages) covering its operations, subject to the following conditions: a) The City/District, its Boards, Officers, Agents, and Employees shall be included as additional insureds in all liability insurance policies and endorsements thereto except for Workers' Compensation and Professional Errors and Omissions. The City/District shall be named Loss Payee as its interest may appear in all property insurance. b) Such insurance shall be primary with respect to any insurance maintained by City/District and shall not call on City's/District s insurance for contributions. c) With respect to the interests of the City/District, the Consultant's insurance shall not be canceled nor reduced in coverage or limits until after thirty (30) days written notice shall have been sent by certified mail (return receipt requested) to the City of Simi Valley, Department of Public Works, 2929 Tapo Canyon Road, Simi Valley, California 93063, and shall contain an unequivocal clause so stating. d) A City/District approved endorsement or certified copy of insurance policy providing coverage shall be submitted to and approved by the City's Risk Manager prior to commencement of any work or tenancy. 2. Workers' Compensation - The Consultant shall procure and maintain, during the life of the Contract, workers' compensation insurance or a valid certificate of consent to self-insure for all its employees engaged on or at the site of the project. In case any of the work is sublet, the Consultant shall require all subcontractors to similarly provide workers' compensation insurance for all the latter's employees unless such employees are covered by protection afforded by workers' compensation insurance carried by the Contractor. Consultant hereby certifies that it is aware of the provisions of Section 3700 et seq., of the Labor Code which require every employer to be insured against liability for Workers' Compensation. C1316.CON-B&C.DB

74 C1316.CON-B&C.DB Aggregate Limits/Blanket Coverage - If any of the required insurance coverages contain aggregate limits or apply to other operations or tenancy of the Consultant outside these specifications, Consultant shall give City/District prompt, written notice of any incident, occurrence, claim, settlement, or judgment against that insurance which may diminish the protection that such insurance affords the City/District. Consultant shall further take immediate steps restoring such aggregate limits or shall provide other insurance protection for such aggregate limits. 4. Modification of Coverage - The City reserves the right at any time during the term of any contract executed with the Consultant pursuant to these specifications (Contract) to change the amounts and types of insurance required hereunder by giving Consultant ninety (90) days written notice. If such change should result in a premium increase in excess of ten percent (10%) to Consultant, City agrees to negotiate additional compensation proportional to the increased benefit to the City. 5. Failure to Procure or Maintain Insurance - Consultant's failure to procure or maintain required insurance program shall constitute a material breach of Contract under which the City may immediately terminate the Contract or, at its discretion, procure or renew such insurance to protect the City's interests and pay any and all premiums in connection therewith, and recover all monies so paid from Consultant, or deduct all monies so paid from payments due Consultant. 6. Underlying Insurance - Consultant shall be responsible for requiring indemnification and insurance from its employees receiving mileage allowance, consultants, agents, and subcontractors, if any, to protect the Consultant's and the City's/District s interests, and for ensuring that such persons comply with any applicable insurance statutes. Consultant is encouraged to seek professional advice in this regard. 7. Evidence of Coverages - Evidence of coverages (as checked below) having as a minimum the limits shown must be submitted and approved prior to commencement of work or any tenancy. Amounts shown are Combined Single Limit (CSL). Split limits may be substituted if the total per occurrence equals or exceeds the CSL amount. Description Limits X Workers' Compensation Statutory (x) Employer's Liability $500,000 (x) Waiver of Subrogation X General Liability (must be written on an Occurrence Form) $1,000,000 (x) Premises and Operations (x) Contractual Liability (x) Independent Contractors (x) Products/Completed Operations (x) Broad Form Property Damage (x) Personal Injury (x) Broad Form Liability Endorsement X Automobile Liability (must be written on an Occurrence Form) $1,000,000 (x) Owned Automobiles (x) Nonowned/Hired Automobiles

75 75 X Professional Liability (Errors and Omissions) $1,000,000 (to be in continuous force from date of contract award until one year after final acceptance of the project) C1316.CON-B&C.DB

76 76 EXHIBIT D FEDERAL FORMS CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND BENNER AND CARPENTER, INC., FOR ANNUAL ENGINEERING SURVEY SERVICES Federal Form Requirements. 1. Consultant shall make a good faith effort to meet the DBE Goal that has been established at seven (7) percent for this project. Consultant shall give consideration to securing the services of DBE firms in the performance of the work anticipated in Consultant s Request for Proposal for this Contract, as specified in 23 CFR 172.5(b), 49 CFR Part 26, and in the attached Exhibit 10-I Notice to Bidders/Proposers Disadvantaged Business Enterprise Information. 2. Consultant shall submit the completed Exhibit 10-O1, Local Agency Proposer DBE Commitment (Consultant Contract), and Exhibit 10-O2, Local Agency Proposer DBE Information (Consultant Contract), prior to or immediately after award of this Contract. 3. Consultant shall submit, upon completion of the contract, regardless of whether DBE participation is obtained, a summary of the DBE records, Exhibit 17-F or equivalent, Final Report Utilization of Disadvantaged Business Enterprises (DBE) First Tier Subcontractors shall be prepared, certified correct, and submitted. 4. Consultant shall comply with Federal and State procedures, with respect to the Disadvantaged Business Enterprise Program, as specified herein and as directed by the County. 5. The following exhibits/forms are attached, made a part hereof, shall be completed if and as required, and shall be considered as part of this Contract: Federal Form Exhibits : Exhibit 10-F Exhibit 10-I Exhibit 10-J Exhibit 10-O1 Exhibit 10-O2 Exhibit 10-P Exhibit 10-Q Exhibit 15-H Exhibit 17-F Certification of Consultant Notice to Bidders/Proposers Disadvantaged Business Enterprise Information Standard Agreement for Subcontractor/DBE Participation Local Agency Proposer DBE Commitment (Consultant Contracts) Local Agency Proposer DBE Information (Consultant Contracts) Non-Lobbying Certification for Federal-Aid Contracts Disclosure of Lobbying Activities DBE Information Good Faith Efforts Final Report Utilization of Disadvantaged Business Enterprises (DBE) First-Tier Subcontractors C1316.CON-B&C.DB

77 77 CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND RBF CONSULTING, FOR ANNUAL ENGINEERING SURVEY SERVICES THIS CONTRACT is made and entered into in the City of Simi Valley on this day of 2013, by and between the CITY OF SIMI VALLEY and the VENTURA COUNTY WATERWORKS DISTRICT NO. 8, municipal corporations, hereinafter referred to as CITY/DISTRICT, and RBF CONSULTING, a California corporation, hereinafter referred to as CONSULTANT. RECITALS WHEREAS, on June 7, 2013, CITY/DISTRICT requested proposals for the Annual Engineering Survey Services; and WHEREAS, pursuant to such request, CONSULTANT submitted a proposal, which was accepted by CITY/DISTRICT for the Services. AGREEMENT NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows: 1. Recitals. The foregoing recitals are true and correct and are a part of this CONTRACT. 2. Term. A. The term of this CONTRACT shall be from the effective date of this CONTRACT as set forth herein above, through June 30, This CONTRACT may be extended for up to two (2) additional two (2)-year terms upon mutual written consent of the CITY MANAGER/DISTRICT MANAGER or his designee and CONSULTANT. B. It is understood that the CONSULTANT S work under the Work Orders issued may not be completed within the terms of this CONTRACT; however, all terms and conditions of the CONTRACT including all rights and obligations, shall survive until the work is completed, except the CITY/DISTRICT S right to issue, and the CONSULTANT S right to accept, additional Purchase Orders. C. Pricing shall remain firm during the entire term of the CONTRACT. In the event a price increase is negotiated at the time of an extension period, the increase rate shall not exceed the Consumer Price Index (CPI) rate for Los Angeles-Riverside-Orange County area for the previous 12-month period (March to March). C1316.CON-RBF.DB

78 78 3. Description of Services. The Services to be performed by CONSULTANT are as follows: Engineering Survey Services in connection with design and construction projects at the CITY/DISTRICT. CONSULTANT agrees to perform the Services more specifically set forth in the Scope of Work attached hereto and incorporated herein as Exhibit A. 4. Compensation and Payment. A. The total compensation payable to CONSULTANT by CITY/DISTRICT for Services under this CONTRACT shall not exceed the sum of $240,000, and shall be earned as the work progresses. Payment will be made based on the rates contained in the Schedule of Fees as set forth in Exhibit B attached hereto and incorporated herein. B. After CONSULTANT has performed the Services as specified in this CONTRACT, CITY/DISTRICT shall be obligated to pay CONSULTANT based upon the actual CITY/DISTRICT-authorized services received by CITY/DISTRICT at the rates established as a part of this CONTRACT. C. Payments to the CONSULTANT shall be made within thirty (30) days after receipt of an original invoice from the CONSULTANT and acceptance of the Services by CITY/DISTRICT. D. CONSULTANT shall provide CITY/DISTRICT with written verification of the actual compensation earned, which written verification will be in a form satisfactory to CITY/DISTRICT. Invoices shall include the work performed including a list of hours worked by personnel. 5. CONSULTANT s Representations and Obligations. A. CONSULTANT shall perform as required by this CONTRACT. CONSULTANT also warrants on behalf of itself and all subcontractors engaged for the performance of this CONTRACT that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. B. CONSULTANT shall obey all Federal, State, local, and special district laws, ordinances, and regulations. C. CONSULTANT acknowledges CITY/DISTRICT may contract with other parties for the performance of Services or supplemental services as they relate to the project during the term of this CONTRACT. D. CONSULTANT agrees to abide by CITY s Business Tax Ordinance, of which proof of payment must be obtained prior to performance of this CONTRACT. E. To the extent required by law, CONSULTANT agrees to abide by the following provisions pertaining to Prevailing Wages and Federally Funded Projects; C1316.CON-RBF.DB

79 C1316.CON-RBF.DB 79 i. Pursuant to the provisions of the California Labor Code the California Department of Industrial Relations has ascertained the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which this work is to be performed for each craft, classification or type of worker needed to execute the CONTRACT. Such wage scale is set forth at length in a Schedule of Prevailing Rates of Wages that is on file at the California Department of Industrial Relations and is available at ii. CONSULTANT shall assist in locating, qualifying, hiring, and increasing the skills of minority group employees and applicants for employment, as set forth in Executive Orders and iii. For Federally funded projects the current Federal General Wage Determinations shall apply as predetermined by the Secretary of Labor. If there is a difference in the Federal minimum wage rates and the California Department of Industrial Relations for similar classifications of labor, the CONSULTANT and its subcontractors shall pay not less than the higher wage rate. The wage rate for any classification not listed by the Federal Department of Labor or the California Department of Industrial Relations, but which may be required to execute the CONTRACT, shall be in accord with specified rates for similar or comparable classifications or for those performing similar or comparable duties, within the agencies determinations. 6. Audit. A. At any time during normal business hours and as often as the CITY/DISTRICT may deem necessary, CONSULTANT shall make available to CITY/DISTRICT for inspection its records pertaining to this CONTRACT. CONSULTANT shall permit CITY/DISTRICT to audit, examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least (2) years after termination or final payment under this CONTRACT. B. CITY/DISTRICT shall have the option of inspecting and/or auditing all records and other written materials used by CONSULTANT in preparing its statements to CITY/DISTRICT as a condition precedent to any payment to CONSULTANT. 7. Hold Harmless and Indemnification. A. To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and ), CONSULTANT shall defend, and provide legal defense with attorney(s) acceptable to CITY/DISTRICT, indemnify, and hold harmless the CITY/DISTRICT, its agents, officials, officers, representatives, and employees, (collectively Indemnitees ) from and against all claims, lawsuits, liabilities or damages (including, without limitation, injury to or death of an employee of CONSULTANT or its sub-consultant), expense and liability of every kind, nature and description (including, without limitation incidental and consequential damages, court costs, attorney s fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of litigation) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, any sub-consultant, anyone directly or indirectly employed by them, or anyone that they control.

80 80 B. To the extent there is an obligation to indemnify under this Section of this CONTRACT, CONSULTANT shall be responsible for incidental and consequential damages resulting from CONSULTANT S negligence, recklessness, or willful misconduct. The provisions of this Section survive completion of the Services or the termination of this CONTRACT. The provisions of this Section are not limited by the provisions of this CONTRACT relating to insurance. The CONSULTANT shall thoroughly investigate any and all claims subject to the provisions of this Section, and indemnify the CITY/DISTRICT and do whatever is necessary to protect any and all Indemnitees. 8. Amendments. Any amendments, modifications, or variations from the provisions of this CONTRACT shall be in writing and shall be effective only upon mutual written approval by the CITY MANAGER/DISTRICT MANAGER or his designee and CONSULTANT including changes to the CONTRACT amount and term of the CONTRACT. 9. Anti-Discrimination. In the performance of the terms of this CONTRACT, CONSULTANT shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section Termination. A. Either party may terminate this CONTRACT at any time prior to the expiration date by giving thirty (30) days advance written notice thereof to the other party. B. If, during the term of this CONTRACT, CITY/DISTRICT determines that CONSULTANT is not faithfully abiding by any term or condition contained herein, CITY/DISTRICT may notify CONSULTANT in writing of such defect or failure to perform. The notice must give to the CONSULTANT a ten (10) day period of time thereafter in which to perform the work or cure the deficiency. If CONSULTANT has not performed the work or cured the deficiency within the ten (10) days specified in the notice, such failure shall constitute a breach of this CONTRACT, and CITY/DISTRICT may terminate this CONTRACT immediately by written notice to CONSULTANT to such effect. C. In addition, CITY/DISTRICT, if it terminates this CONTRACT for cause, may withhold as an offset from payments due CONSULTANT damages occasioned by such breach. The CITY/DISTRICT shall be liable to the CONSULTANT only for those fees accrued by the CONSULTANT to the date CONSULTANT receives said notice of termination. In said event, CONSULTANT shall be entitled to the reasonable value of its services. In no event, however, shall CONSULTANT be entitled to receive in excess of the CONTRACT amount. 11. Delivery of Reports in Cases of Termination. If this CONTRACT is terminated pursuant to any of the provisions contained hereinabove, and if requested to do so in writing by the CITY/DISTRICT, the CONSULTANT shall, within fourteen (14) calendar days after receipt of such written request, deliver and turn over to the CITY/DISTRICT all of its preparation and work on the project which were done to the date of the receipt of the notice of termination. The terms "preparation" and "work" as used in this paragraph, shall refer to and include all data and C1316.CON-RBF.DB

81 81 materials of whatever type, that have been gathered by the CONSULTANT, and contemplated to be used or actually used, in the provision of the services as specified in this CONTRACT. 12. Complete CONTRACT. This CONTRACT and its accompanying exhibits, shall constitute the complete CONTRACT between the parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such verbal agreement, understanding, or representation be binding upon the parties hereto. 13. Independent Contractor. It is expressly understood between the parties to this CONTRACT that no employee/employer relationship is intended. CONSULTANT is not an agent or employee of the CITY/DISTRICT and it is not entitled to participate in any pension plan, insurance or other benefits CITY/DISTRICT provides for its employees. CONSULTANT is an independent contractor in performing the Services required under this CONTRACT and will have control of all work and the manner in which it is performed. Any provision of this CONTRACT that may appear to give CITY/DISTRICT the right to direct CONSULTANT as to the details of doing the work required herein, or to exercise a measure of control over the work means that the CONSULTANT will follow the direction of the CITY/DISTRICT as to the results of the work only. 14. Personal Services. This CONTRACT is for professional services, which are personal to CITY/DISTRICT. Gregory A. Helmer is deemed to be especially experienced and is a key member of CONSULTANT S firm, and shall be directly involved in performing, supervising, or assisting in the performance of this work. This key person shall communicate with, and periodically report to, CITY/DISTRICT on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY/DISTRICT may terminate this CONTRACT. 15. Time of Performance. Time is of the essence in this CONTRACT. 16. Insurance. CONSULTANT shall, at CONSULTANT S sole cost and expense, provide insurance as contained in Exhibit C, incorporated herein. CONSULTANT shall not commence work on the Services to be performed, until it submits proof of all insurance coverage as required. 17. Federal Forms and Requirements. CONSULTANT shall comply with federal funding (FHWA) and Caltrans requirements and shall timely submit all the forms required as identified in Exhibit D, which forms once completed, shall be attached hereto and incorporated herein this CONTRACT. 18. Ownership of Reports and Data. The originals of all studies, reports, exhibits, documents, data and other work or materials prepared for, or used to comply with any term of this CONTRACT, plus any copies of same required by this CONTRACT to be furnished to the CITY/DISTRICT by any of the other party(ies) with whom the CONSULTANT may have contract(s) pertaining to this project, shall be deemed to be public records open to inspection by the public and, as such, to be and remain the property of the CITY/DISTRICT. C1316.CON-RBF.DB

82 Conflict of Interest. A. Neither CONSULTANT nor any employees, agents, or subcontractors of CONSULTANT who will be assigned to this project, to the best of CONSULTANT'S knowledge, own any property or interest in properties, business relationships, or sources of income which may be affected by the performance of this CONTRACT. Should one party hereto learn of any such interest, income source, or business relationship, such fact shall immediately be brought to the attention of the other party hereto. If the parties thereupon cannot mutually agree upon a means to eliminate the conflict, CITY/DISTRICT may terminate the CONTRACT immediately for non-performance pursuant to Section 10 herein. B. In accordance with California Government Code Section 87306, CONSULTANT shall provide, if requested by CITY/DISTRICT, a Conflict of Interest Statement, Form 700 no later than 30 days after execution of this CONTRACT, and annually thereafter prior to April 1st of each year for the duration of the CONTRACT. Failure to file any of the required statements will result in withholding payment for services rendered. 20. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other party, and any such assignment without such consent shall be void. 21. Authority to Execute CONTRACT. Both CITY/DISTRICT and CONSULTANT do covenant that each individual executing this CONTRACT on behalf of each party is a person duly authorized and empowered to execute contracts for such party. 22. Jurisdiction and Venue. Jurisdiction is in the State of California and venue lies in Ventura County. 23. Non-Appropriation of Funds. Payments due and payable to CONSULTANT for current Services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY/DISTRICT. In the event CITY/DISTRICT has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this CONTRACT shall cover only those costs incurred up to the conclusion of the current fiscal year. 24. Taxpayer Identification Number. CONSULTANT shall provide CITY/DISTRICT with a complete Request for Taxpayer Identification Number and Certification, form W-9 (rev. 2000), as issued by the Internal Revenue Service. 25. Permits and Licenses. CONSULTANT, at its sole cost and expense, shall obtain and maintain during the term of this CONTRACT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of this CONTRACT. 26. Waivers. The waiver by one party of any term or condition of this CONTRACT, or any breach thereof, shall not be construed to be a general waiver by the party or as a waiver of any other term or breach. C1316.CON-RBF.DB

83 Statement of Experience. CONSULTANT warrants that it will perform its Services with at least the due care, diligence and expertise generally accepted in its industry. CONSULTANT also understands and agrees that it is being employed to perform the Services provided for by this CONTRACT because of CONSULTANT S professed expertise and experience in performing such Services. In addition, CONSULTANT understands and agrees that while CITY/DISTRICT or CITY/DISTRICT S officers, employees, agents or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT. As a consequence, CONSULTANT waives any right of contribution against CITY/DISTRICT or any of CITY/DISTRICT S officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT. 28. Notices. All written notices required by, or related to this CONTRACT shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this CONTRACT shall refuse to accept such mail; the parties to this CONTRACT shall promptly inform the other party of any change of address. All notices required by this CONTRACT are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each party to this CONTRACT is as follows: CITY/DISTRICT Department of Public Works Ron Fuchiwaki, Director of Public Works City of Simi Valley 2929 Tapo Canyon Road Simi Valley, CA Attn: Sarah Sheshebor, Senior Engineer (805) C1316.CON-RBF.DB

84 84 CONSULTANT RBF Consulting 5051 Verdugo Way, Suite 300 Camarillo, CA Attn: Gregory A. Helmer, Senior Vice President (805) IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. Attest: City of Simi Valley and Ventura County Waterworks District No. 8, Municipal Corporations Ky Spangler Assistant City Clerk/District Secretary By: Robert O. Huber, Mayor of the City of Simi Valley, California/Chair of the Ventura County Waterworks District No. 8 Approved as to Form: RBF Consulting, a California Corporation Marjorie Baxter City Attorney/District Counsel Approved as to Content: By: Title: Eric J. Levitt City Manager/District Manager By: Connie Henes-Baird Interim Director of Administrative Services Title: Ronald K. Fuchiwaki, Director Department of Public Works C1316.CON-RBF.DB

85 C1316.CON-RBF.DB 85 EXHIBIT A SCOPE OF WORK CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND RBF CONSULTING, FOR ANNUAL ENGINEERING SURVEY SERVICES SCOPE OF WORK Consultant shall provide Engineering Survey Services in connection with design and construction of public works projects. 1. Tasks. The work, shall include the following tasks, as may be required by the specific project: Topographic and boundary surveys. Construction staking (for street grading, storm drain, water, sewer, etc.). Cross-section surveys at required intervals, curb return, curb flow line, profiles of the cross gutters. Establish horizontal and vertical controls. Tying-out existing survey monuments prior to construction. Set and/or reset survey monuments after construction. Prepare required "Corner Records" in concurrence with all applicable standards/requirements to file with the County Surveyor. Producing or analyzing Parcel Maps, Record of Surveys, etc. Setting ground control for aerial photographic surveys. All data shall be taken with an EDM (Electronic Distance Meter) using actual elevations. Data point layout on plot with directed scale. In addition to the plot, a data point printout including point description and elevation of the point. Multiple plots are required if data overlap. Other engineering survey services as may be needed. All data to be produced on disk that can be easily transferred to Autocad format as required. The Consultant may be required to attend the pre-construction meetings with City/District's construction contractor. 2. Additional Requirements. A. In the performance of this Scope of Work, CONSULTANT agrees to provide experienced staff possessing the following qualifications: Have experience applying technical knowledge and following proper surveying techniques to examine workmanship and materials and detect deviations from plans, regulations and standard construction practices. Make basic mathematical computations rapidly and accurately. Enforce necessary regulations with firmness and tact.

86 86 Understand and carry out oral and written directions. Communicate clearly and concisely, both orally and in writing. B. Availability. Consultant office hours shall be 8:00 a.m. to 5:00 p.m., Monday through Friday, so that the Consultant will be available to City/District staff and design professionals. C. Inspections. City/District reserves the right to inspect the work being accomplished by the Consultant at any time. D. Consultant Personnel Assigned. The Consultant shall have City/District's written approval prior to making any change in a project team or team member assigned to a project. E. Deliverables. Any reports, data or documentation required by the tasks described hereinabove shall be provided to the City/District in a timely fashion and/or in accordance with any time schedule set by City/District staff. C1316.CON-RBF.DB

87 87 EXHIBIT B SCHEDULE OF FEES CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND RBF CONSULTING, FOR ANNUAL ENGINEERING SURVEY SERVICES C1316.CON-RBF.DB

88 C1316.CON-RBF.DB 88

89 89 EXHIBIT C INSURANCE REQUIREMENTS CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND RBF CONSULTING, FOR ANNUAL ENGINEERING SURVEY SERVICES Insurance - The proposer shall meet the following provisions (Sections 1 through 7) relating to insurance coverages. 1. General Conditions - Without limiting the Consultant's indemnification of City/District, Consultant shall provide and maintain at its own expense the insurance listed under Section 7 (Evidence of Coverages) covering its operations, subject to the following conditions: a) The City/District, its Boards, Officers, Agents, and Employees shall be included as additional insureds in all liability insurance policies and endorsements thereto except for Workers' Compensation and Professional Errors and Omissions. The City/District shall be named Loss Payee as its interest may appear in all property insurance. b) Such insurance shall be primary with respect to any insurance maintained by City/District and shall not call on City's/District s insurance for contributions. c) With respect to the interests of the City/District, the Consultant's insurance shall not be canceled nor reduced in coverage or limits until after thirty (30) days written notice shall have been sent by certified mail (return receipt requested) to the City of Simi Valley, Department of Public Works, 2929 Tapo Canyon Road, Simi Valley, California 93063, and shall contain an unequivocal clause so stating. d) A City/District approved endorsement or certified copy of insurance policy providing coverage shall be submitted to and approved by the City's Risk Manager prior to commencement of any work or tenancy. 2. Workers' Compensation - The Consultant shall procure and maintain, during the life of the Contract, workers' compensation insurance or a valid certificate of consent to self-insure for all its employees engaged on or at the site of the project. In case any of the work is sublet, the Consultant shall require all subcontractors to similarly provide workers' compensation insurance for all the latter's employees unless such employees are covered by protection afforded by workers' compensation insurance carried by the Contractor. Consultant hereby certifies that it is aware of the provisions of Section 3700 et seq., of the Labor Code which require every employer to be insured against liability for Workers' Compensation. 3. Aggregate Limits/Blanket Coverage - If any of the required insurance coverages contain aggregate limits or apply to other operations or tenancy of the Consultant outside these C1316.CON-RBF.DB

90 C1316.CON-RBF.DB 90 specifications, Consultant shall give City/District prompt, written notice of any incident, occurrence, claim, settlement, or judgment against that insurance which may diminish the protection that such insurance affords the City/District. Consultant shall further take immediate steps restoring such aggregate limits or shall provide other insurance protection for such aggregate limits. 4. Modification of Coverage - The City reserves the right at any time during the term of any contract executed with the Consultant pursuant to these specifications (Contract) to change the amounts and types of insurance required hereunder by giving Consultant ninety (90) days written notice. If such change should result in a premium increase in excess of ten percent (10%) to Consultant, City agrees to negotiate additional compensation proportional to the increased benefit to the City. 5. Failure to Procure or Maintain Insurance - Consultant's failure to procure or maintain required insurance program shall constitute a material breach of Contract under which the City may immediately terminate the Contract or, at its discretion, procure or renew such insurance to protect the City's interests and pay any and all premiums in connection therewith, and recover all monies so paid from Consultant, or deduct all monies so paid from payments due Consultant. 6. Underlying Insurance - Consultant shall be responsible for requiring indemnification and insurance from its employees receiving mileage allowance, consultants, agents, and subcontractors, if any, to protect the Consultant's and the City's/District s interests, and for ensuring that such persons comply with any applicable insurance statutes. Consultant is encouraged to seek professional advice in this regard. 7. Evidence of Coverages - Evidence of coverages (as checked below) having as a minimum the limits shown must be submitted and approved prior to commencement of work or any tenancy. Amounts shown are Combined Single Limit (CSL). Split limits may be substituted if the total per occurrence equals or exceeds the CSL amount. Description Limits X Workers' Compensation Statutory (x) Employer's Liability $500,000 (x) Waiver of Subrogation X General Liability (must be written on an Occurrence Form) $1,000,000 (x) Premises and Operations (x) Contractual Liability (x) Independent Contractors (x) Products/Completed Operations (x) Broad Form Property Damage (x) Personal Injury (x) Broad Form Liability Endorsement X Automobile Liability (must be written on an Occurrence Form) $1,000,000 (x) Owned Automobiles (x) Nonowned/Hired Automobiles X Professional Liability (Errors and Omissions) $1,000,000

91 91 (to be in continuous force from date of contract award until one year after final acceptance of the project) C1316.CON-RBF.DB

92 92 EXHIBIT D FEDERAL FORMS CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND RBF CONSULTING, FOR ANNUAL ENGINEERING SURVEY SERVICES Federal Form Requirements. 1. Consultant shall make a good faith effort to meet the DBE Goal that has been established at seven (7) percent for this project. Consultant shall give consideration to securing the services of DBE firms in the performance of the work anticipated in Consultant s Request for Proposal for this Contract, as specified in 23 CFR 172.5(b), 49 CFR Part 26, and in the attached Exhibit 10-I Notice to Bidders/Proposers Disadvantaged Business Enterprise Information. 2. Consultant shall submit the completed Exhibit 10-O1, Local Agency Proposer DBE Commitment (Consultant Contract), and Exhibit 10-O2, Local Agency Proposer DBE Information (Consultant Contract), prior to or immediately after award of this Contract. 3. Consultant shall submit, upon completion of the contract, regardless of whether DBE participation is obtained, a summary of the DBE records, Exhibit 17-F or equivalent, Final Report Utilization of Disadvantaged Business Enterprises (DBE) First Tier Subcontractors shall be prepared, certified correct, and submitted. 4. Consultant shall comply with Federal and State procedures, with respect to the Disadvantaged Business Enterprise Program, as specified herein and as directed by the County. 5. The following exhibits/forms are attached, made a part hereof, shall be completed if and as required, and shall be considered as part of this Contract: Federal Form Exhibits : Exhibit 10-F Exhibit 10-I Exhibit 10-J Exhibit 10-O1 Exhibit 10-O2 Exhibit 10-P Exhibit 10-Q Exhibit 15-H Exhibit 17-F Certification of Consultant Notice to Bidders/Proposers Disadvantaged Business Enterprise Information Standard Agreement for Subcontractor/DBE Participation Local Agency Proposer DBE Commitment (Consultant Contracts) Local Agency Proposer DBE Information (Consultant Contracts) Non-Lobbying Certification for Federal-Aid Contracts Disclosure of Lobbying Activities DBE Information Good Faith Efforts Final Report Utilization of Disadvantaged Business Enterprises (DBE) First-Tier Subcontractors C1316.CON-RBF.DB

93 93 CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND HOVELL & PILARSKI ENGINEERING, INC., FOR ANNUAL ENGINEERING SURVEY SERVICES THIS CONTRACT is made and entered into in the City of Simi Valley on this day of 2013, by and between the CITY OF SIMI VALLEY and the VENTURA COUNTY WATERWORKS DISTRICT NO. 8, municipal corporations, hereinafter referred to as CITY/DISTRICT, and HOVELL & PILARSKI ENGINEERING, INC., a California corporation, hereinafter referred to as CONSULTANT. RECITALS WHEREAS, on June 7, 2013, CITY/DISTRICT requested proposals for the Annual Engineering Survey Services; and WHEREAS, pursuant to such request, CONSULTANT submitted a proposal, which was accepted by CITY/DISTRICT for the Services. AGREEMENT NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows: 1. Recitals. The foregoing recitals are true and correct and are a part of this CONTRACT. 2. Term. A. The term of this CONTRACT shall be from the effective date of this CONTRACT as set forth herein above, through June 30, This CONTRACT may be extended for up to two (2) additional two (2)-year terms upon mutual written consent of the CITY MANAGER/DISTRICT MANAGER or his designee and CONSULTANT. B. It is understood that the CONSULTANT S work under the Work Orders issued may not be completed within the terms of this CONTRACT; however, all terms and conditions of the CONTRACT including all rights and obligations, shall survive until the work is completed, except the CITY/DISTRICT S right to issue, and the CONSULTANT S right to accept, additional Purchase Orders. C. Pricing shall remain firm during the entire term of the CONTRACT. In the event a price increase is negotiated at the time of an extension period, the increase rate shall not exceed the Consumer Price Index (CPI) rate for Los Angeles-Riverside-Orange County area for the previous 12-month period (March to March). C1316.CON-H&P.DB

94 94 3. Description of Services. The Services to be performed by CONSULTANT are as follows: Engineering Survey Services in connection with design and construction projects at the CITY/DISTRICT. CONSULTANT agrees to perform the Services more specifically set forth in the Scope of Work attached hereto and incorporated herein as Exhibit A. 4. Compensation and Payment. A. The total compensation payable to CONSULTANT by CITY/DISTRICT for Services under this CONTRACT shall not exceed the sum of $240,000, and shall be earned as the work progresses. Payment will be made based on the rates contained in the Schedule of Fees as set forth in Exhibit B attached hereto and incorporated herein. B. After CONSULTANT has performed the Services as specified in this CONTRACT, CITY/DISTRICT shall be obligated to pay CONSULTANT based upon the actual CITY/DISTRICT-authorized services received by CITY/DISTRICT at the rates established as a part of this CONTRACT. C. Payments to the CONSULTANT shall be made within thirty (30) days after receipt of an original invoice from the CONSULTANT and acceptance of the Services by CITY/DISTRICT. D. CONSULTANT shall provide CITY/DISTRICT with written verification of the actual compensation earned, which written verification will be in a form satisfactory to CITY/DISTRICT. Invoices shall include the work performed including a list of hours worked by personnel. 5. CONSULTANT s Representations and Obligations. A. CONSULTANT shall perform as required by this CONTRACT. CONSULTANT also warrants on behalf of itself and all subcontractors engaged for the performance of this CONTRACT that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. B. CONSULTANT shall obey all Federal, State, local, and special district laws, ordinances, and regulations. C. CONSULTANT acknowledges CITY/DISTRICT may contract with other parties for the performance of Services or supplemental services as they relate to the project during the term of this CONTRACT. D. CONSULTANT agrees to abide by CITY s Business Tax Ordinance, of which proof of payment must be obtained prior to performance of this CONTRACT. E. To the extent required by law, CONSULTANT agrees to abide by the following provisions pertaining to Prevailing Wages and Federally Funded Projects; C1316.CON-H&P.DB

95 C1316.CON-H&P.DB 95 i. Pursuant to the provisions of the California Labor Code the California Department of Industrial Relations has ascertained the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which this work is to be performed for each craft, classification or type of worker needed to execute the CONTRACT. Such wage scale is set forth at length in a Schedule of Prevailing Rates of Wages that is on file at the California Department of Industrial Relations and is available at ii. CONSULTANT shall assist in locating, qualifying, hiring, and increasing the skills of minority group employees and applicants for employment, as set forth in Executive Orders and iii. For Federally funded projects the current Federal General Wage Determinations shall apply as predetermined by the Secretary of Labor. If there is a difference in the Federal minimum wage rates and the California Department of Industrial Relations for similar classifications of labor, the CONSULTANT and its subcontractors shall pay not less than the higher wage rate. The wage rate for any classification not listed by the Federal Department of Labor or the California Department of Industrial Relations, but which may be required to execute the CONTRACT, shall be in accord with specified rates for similar or comparable classifications or for those performing similar or comparable duties, within the agencies determinations. 6. Audit. A. At any time during normal business hours and as often as the CITY/DISTRICT may deem necessary, CONSULTANT shall make available to CITY/DISTRICT for inspection its records pertaining to this CONTRACT. CONSULTANT shall permit CITY/DISTRICT to audit, examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least (2) years after termination or final payment under this CONTRACT. B. CITY/DISTRICT shall have the option of inspecting and/or auditing all records and other written materials used by CONSULTANT in preparing its statements to CITY/DISTRICT as a condition precedent to any payment to CONSULTANT. 7. Hold Harmless and Indemnification. A. To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and ), CONSULTANT shall defend, and provide legal defense with attorney(s) acceptable to CITY/DISTRICT, indemnify, and hold harmless the CITY/DISTRICT, its agents, officials, officers, representatives, and employees, (collectively Indemnitees ) from and against all claims, lawsuits, liabilities or damages (including, without limitation, injury to or death of an employee of CONSULTANT or its sub-consultant), expense and liability of every kind, nature and description (including, without limitation incidental and consequential damages, court costs, attorney s fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of litigation) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, any sub-consultant, anyone directly or indirectly employed by them, or anyone that they control.

96 96 B. To the extent there is an obligation to indemnify under this Section of this CONTRACT, CONSULTANT shall be responsible for incidental and consequential damages resulting from CONSULTANT S negligence, recklessness, or willful misconduct. The provisions of this Section survive completion of the Services or the termination of this CONTRACT. The provisions of this Section are not limited by the provisions of this CONTRACT relating to insurance. The CONSULTANT shall thoroughly investigate any and all claims subject to the provisions of this Section, and indemnify the CITY/DISTRICT and do whatever is necessary to protect any and all Indemnitees. 8. Amendments. Any amendments, modifications, or variations from the provisions of this CONTRACT shall be in writing and shall be effective only upon mutual written approval by the CITY MANAGER/DISTRICT MANAGER or his designee and CONSULTANT including changes to CONTRACT amount and term of the CONTRACT. 9. Anti-Discrimination. In the performance of the terms of this CONTRACT, CONSULTANT shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section Termination. A. Either party may terminate this CONTRACT at any time prior to the expiration date by giving thirty (30) days advance written notice thereof to the other party. B. If, during the term of this CONTRACT, CITY/DISTRICT determines that CONSULTANT is not faithfully abiding by any term or condition contained herein, CITY/DISTRICT may notify CONSULTANT in writing of such defect or failure to perform. The notice must give to the CONSULTANT a ten (10) day period of time thereafter in which to perform the work or cure the deficiency. If CONSULTANT has not performed the work or cured the deficiency within the ten (10) days specified in the notice, such failure shall constitute a breach of this CONTRACT, and CITY/DISTRICT may terminate this CONTRACT immediately by written notice to CONSULTANT to such effect. C. In addition, CITY/DISTRICT, if it terminates this CONTRACT for cause, may withhold as an offset from payments due CONSULTANT damages occasioned by such breach. The CITY/DISTRICT shall be liable to the CONSULTANT only for those fees accrued by the CONSULTANT to the date CONSULTANT receives said notice of termination. In said event, CONSULTANT shall be entitled to the reasonable value of its services. In no event, however, shall CONSULTANT be entitled to receive in excess of the CONTRACT amount. 11. Delivery of Reports in Cases of Termination. If this CONTRACT is terminated pursuant to any of the provisions contained hereinabove, and if requested to do so in writing by the CITY/DISTRICT, the CONSULTANT shall, within fourteen (14) calendar days after receipt of such written request, deliver and turn over to the CITY/DISTRICT all of its preparation and work on the project which were done to the date of the receipt of the notice of termination. The terms "preparation" and "work" as used in this paragraph, shall refer to and include all data and C1316.CON-H&P.DB

97 97 materials of whatever type, that have been gathered by the CONSULTANT, and contemplated to be used or actually used, in the provision of the services as specified in this CONTRACT. 12. Complete CONTRACT. This CONTRACT and its accompanying exhibits, shall constitute the complete CONTRACT between the parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such verbal agreement, understanding, or representation be binding upon the parties hereto. 13. Independent Contractor. It is expressly understood between the parties to this CONTRACT that no employee/employer relationship is intended. CONSULTANT is not an agent or employee of the CITY/DISTRICT and it is not entitled to participate in any pension plan, insurance or other benefits CITY/DISTRICT provides for its employees. CONSULTANT is an independent contractor in performing the Services required under this CONTRACT and will have control of all work and the manner in which it is performed. Any provision of this CONTRACT that may appear to give CITY/DISTRICT the right to direct CONSULTANT as to the details of doing the work required herein, or to exercise a measure of control over the work means that the CONSULTANT will follow the direction of the CITY/DISTRICT as to the results of the work only. 14. Personal Services. This CONTRACT is for professional services, which are personal to CITY/DISTRICT. James T. Pilarski is deemed to be especially experienced and is a key member of CONSULTANT S firm, and shall be directly involved in performing, supervising, or assisting in the performance of this work. This key person shall communicate with, and periodically report to, CITY/DISTRICT on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY/DISTRICT may terminate this CONTRACT. 15. Time of Performance. Time is of the essence in this CONTRACT. 16. Insurance. CONSULTANT shall, at CONSULTANT S sole cost and expense, provide insurance as contained in Exhibit C, incorporated herein. CONSULTANT shall not commence work on the Services to be performed, until it submits proof of all insurance coverage as required. 17. Federal Forms and Requirements. CONSULTANT shall comply with federal funding (FHWA) and Caltrans requirements and shall timely submit all the forms required as identified in Exhibit D, which forms once completed, shall be attached hereto and incorporated herein this CONTRACT. 18. Ownership of Reports and Data. The originals of all studies, reports, exhibits, documents, data and other work or materials prepared for, or used to comply with any term of this CONTRACT, plus any copies of same required by this CONTRACT to be furnished to the CITY/DISTRICT by any of the other party(ies) with whom the CONSULTANT may have contract(s) pertaining to this project, shall be deemed to be public records open to inspection by the public and, as such, to be and remain the property of the CITY/DISTRICT. 19. Conflict of Interest. C1316.CON-H&P.DB

98 98 A. Neither CONSULTANT nor any employees, agents, or subcontractors of CONSULTANT who will be assigned to this project, to the best of CONSULTANT'S knowledge, own any property or interest in properties, business relationships, or sources of income which may be affected by the performance of this CONTRACT. Should one party hereto learn of any such interest, income source, or business relationship, such fact shall immediately be brought to the attention of the other party hereto. If the parties thereupon cannot mutually agree upon a means to eliminate the conflict, CITY/DISTRICT may terminate the CONTRACT immediately for non-performance pursuant to Section 10 herein. B. In accordance with California Government Code Section 87306, CONSULTANT shall provide, if requested by CITY/DISTRICT, a Conflict of Interest Statement, Form 700 no later than 30 days after execution of this CONTRACT, and annually thereafter prior to April 1st of each year for the duration of the CONTRACT. Failure to file any of the required statements will result in withholding payment for services rendered. 20. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other party, and any such assignment without such consent shall be void. 21. Authority to Execute CONTRACT. Both CITY/DISTRICT and CONSULTANT do covenant that each individual executing this CONTRACT on behalf of each party is a person duly authorized and empowered to execute contracts for such party. 22. Jurisdiction and Venue. Jurisdiction is in the State of California and venue lies in Ventura County. 23. Non-Appropriation of Funds. Payments due and payable to CONSULTANT for current Services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY/DISTRICT. In the event CITY/DISTRICT has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this CONTRACT shall cover only those costs incurred up to the conclusion of the current fiscal year. 24. Taxpayer Identification Number. CONSULTANT shall provide CITY/DISTRICT with a complete Request for Taxpayer Identification Number and Certification, form W-9 (rev. 2000), as issued by the Internal Revenue Service. 25. Permits and Licenses. CONSULTANT, at its sole cost and expense, shall obtain and maintain during the term of this CONTRACT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of this CONTRACT. 26. Waivers. The waiver by one party of any term or condition of this CONTRACT, or any breach thereof, shall not be construed to be a general waiver by the party or as a waiver of any other term or breach. C1316.CON-H&P.DB

99 Statement of Experience. CONSULTANT warrants that it will perform its Services with at least the due care, diligence and expertise generally accepted in its industry. CONSULTANT also understands and agrees that it is being employed to perform the Services provided for by this CONTRACT because of CONSULTANT S professed expertise and experience in performing such Services. In addition, CONSULTANT understands and agrees that while CITY/DISTRICT or CITY/DISTRICT S officers, employees, agents or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT. As a consequence, CONSULTANT waives any right of contribution against CITY/DISTRICT or any of CITY/DISTRICT S officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT. 28. Notices. All written notices required by, or related to this CONTRACT shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this CONTRACT shall refuse to accept such mail; the parties to this CONTRACT shall promptly inform the other party of any change of address. All notices required by this CONTRACT are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each party to this CONTRACT is as follows: CITY/DISTRICT Department of Public Works Ron Fuchiwaki, Director of Public Works City of Simi Valley 2929 Tapo Canyon Road Simi Valley, CA Attn: Sarah Sheshebor, Senior Engineer (805) C1316.CON-H&P.DB

100 100 CONSULTANT Hovell & Pilarski Engineering, Inc Verdugo Way, Suite 300 Simi Valley, CA Attn: James T. Pilarski, Land Surveyor (805) IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. Attest: City of Simi Valley and Ventura County Waterworks District No. 8, Municipal Corporations Ky Spangler Assistant City Clerk/District Secretary By: Robert O. Huber, Mayor of the City of Simi Valley, California/Chair of the Ventura County Waterworks District No. 8 Approved as to Form: Hovell & Pilarski Engineering, Inc., a California Corporation Marjorie Baxter City Attorney/District Counsel Approved as to Content: By: Title: Eric J. Levitt City Manager/District Manager By: Connie Henes-Baird Interim Director of Administrative Services Title: Ronald K. Fuchiwaki, Director Department of Public Works C1316.CON-H&P.DB

101 C1316.CON-H&P.DB 101 EXHIBIT A SCOPE OF WORK CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND HOVELL & PILARSKI ENGINEERING, INC., FOR ANNUAL ENGINEERING SURVEY SERVICES SCOPE OF WORK Consultant shall provide Engineering Survey Services in connection with design and construction of public works projects. 1. Tasks. The work, shall include the following tasks, as may be required by the specific project: Topographic and boundary surveys. Construction staking (for street grading, storm drain, water, sewer, etc.). Cross-section surveys at required intervals, curb return, curb flow line, profiles of the cross gutters. Establish horizontal and vertical controls. Tying-out existing survey monuments prior to construction. Set and/or reset survey monuments after construction. Prepare required "Corner Records" in concurrence with all applicable standards/requirements to file with the County Surveyor. Producing or analyzing Parcel Maps, Record of Surveys, etc. Setting ground control for aerial photographic surveys. All data shall be taken with an EDM (Electronic Distance Meter) using actual elevations. Data point layout on plot with directed scale. In addition to the plot, a data point printout including point description and elevation of the point. Multiple plots are required if data overlap. Other engineering survey services as may be needed. All data to be produced on disk that can be easily transferred to Autocad format as required. The Consultant may be required to attend the pre-construction meetings with City/District's construction contractor. 2. Additional Requirements. A. In the performance of this Scope of Work, CONSULTANT agrees to provide experienced staff possessing the following qualifications: Have experience applying technical knowledge and following proper surveying techniques to examine workmanship and materials and detect deviations from plans, regulations and standard construction practices. Make basic mathematical computations rapidly and accurately. Enforce necessary regulations with firmness and tact.

102 102 Understand and carry out oral and written directions. Communicate clearly and concisely, both orally and in writing. B. Availability. Consultant office hours shall be 8:00 a.m. to 5:00 p.m., Monday through Friday, so that the Consultant will be available to City/District staff and design professionals. C. Inspections. City/District reserves the right to inspect the work being accomplished by the Consultant at any time. D. Consultant Personnel Assigned. The Consultant shall have City/District's written approval prior to making any change in a project team or team member assigned to a project. E. Deliverables. Any reports, data or documentation required by the tasks described hereinabove shall be provided to the City/District in a timely fashion and/or in accordance with any time schedule set by City/District staff. C1316.CON-H&P.DB

103 103 EXHIBIT B SCHEDULE OF FEES CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND HOVELL & PILARSKI ENGINEERING, INC., FOR ANNUAL ENGINEERING SURVEY SERVICES C1316.CON-H&P.DB

104 C1316.CON-H&P.DB 104

105 105 EXHIBIT C INSURANCE REQUIREMENTS CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND HOVELL & PILARSKI ENGINEERING, INC., FOR ANNUAL ENGINEERING SURVEY SERVICES Insurance - The proposer shall meet the following provisions (Sections 1 through 7) relating to insurance coverages. 1. General Conditions - Without limiting the Consultant's indemnification of City/District, Consultant shall provide and maintain at its own expense the insurance listed under Section 7 (Evidence of Coverages) covering its operations, subject to the following conditions: a) The City/District, its Boards, Officers, Agents, and Employees shall be included as additional insureds in all liability insurance policies and endorsements thereto except for Workers' Compensation and Professional Errors and Omissions. The City/District shall be named Loss Payee as its interest may appear in all property insurance. b) Such insurance shall be primary with respect to any insurance maintained by City/District and shall not call on City's/District s insurance for contributions. c) With respect to the interests of the City/District, the Consultant's insurance shall not be canceled nor reduced in coverage or limits until after thirty (30) days written notice shall have been sent by certified mail (return receipt requested) to the City of Simi Valley, Department of Public Works, 2929 Tapo Canyon Road, Simi Valley, California 93063, and shall contain an unequivocal clause so stating. d) A City/District approved endorsement or certified copy of insurance policy providing coverage shall be submitted to and approved by the City's Risk Manager prior to commencement of any work or tenancy. 2. Workers' Compensation - The Consultant shall procure and maintain, during the life of the Contract, workers' compensation insurance or a valid certificate of consent to self-insure for all its employees engaged on or at the site of the project. In case any of the work is sublet, the Consultant shall require all subcontractors to similarly provide workers' compensation insurance for all the latter's employees unless such employees are covered by protection afforded by workers' compensation insurance carried by the Contractor. Consultant hereby certifies that it is aware of the provisions of Section 3700 et seq., of the Labor Code which require every employer to be insured against liability for Workers' Compensation. 3. Aggregate Limits/Blanket Coverage - If any of the required insurance coverages contain aggregate limits or apply to other operations or tenancy of the Consultant outside these C1316.CON-H&P.DB

106 C1316.CON-H&P.DB 106 specifications, Consultant shall give City/District prompt, written notice of any incident, occurrence, claim, settlement, or judgment against that insurance which may diminish the protection that such insurance affords the City/District. Consultant shall further take immediate steps restoring such aggregate limits or shall provide other insurance protection for such aggregate limits. 4. Modification of Coverage - The City reserves the right at any time during the term of any contract executed with the Consultant pursuant to these specifications (Contract) to change the amounts and types of insurance required hereunder by giving Consultant ninety (90) days written notice. If such change should result in a premium increase in excess of ten percent (10%) to Consultant, City agrees to negotiate additional compensation proportional to the increased benefit to the City. 5. Failure to Procure or Maintain Insurance - Consultant's failure to procure or maintain required insurance program shall constitute a material breach of Contract under which the City may immediately terminate the Contract or, at its discretion, procure or renew such insurance to protect the City's interests and pay any and all premiums in connection therewith, and recover all monies so paid from Consultant, or deduct all monies so paid from payments due Consultant. 6. Underlying Insurance - Consultant shall be responsible for requiring indemnification and insurance from its employees receiving mileage allowance, consultants, agents, and subcontractors, if any, to protect the Consultant's and the City's/District s interests, and for ensuring that such persons comply with any applicable insurance statutes. Consultant is encouraged to seek professional advice in this regard. 7. Evidence of Coverages - Evidence of coverages (as checked below) having as a minimum the limits shown must be submitted and approved prior to commencement of work or any tenancy. Amounts shown are Combined Single Limit (CSL). Split limits may be substituted if the total per occurrence equals or exceeds the CSL amount. Description Limits X Workers' Compensation Statutory (x) Employer's Liability $500,000 (x) Waiver of Subrogation X General Liability (must be written on an Occurrence Form) $1,000,000 (x) Premises and Operations (x) Contractual Liability (x) Independent Contractors (x) Products/Completed Operations (x) Broad Form Property Damage (x) Personal Injury (x) Broad Form Liability Endorsement X Automobile Liability (must be written on an Occurrence Form) $1,000,000 (x) Owned Automobiles (x) Nonowned/Hired Automobiles X Professional Liability (Errors and Omissions) $1,000,000

107 107 (to be in continuous force from date of contract award until one year after final acceptance of the project) C1316.CON-H&P.DB

108 108 EXHIBIT D FEDERAL FORMS CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND HOVELL & PILARSKI ENGINEERING, INC., FOR ANNUAL ENGINEERING SURVEY SERVICES Federal Form Requirements. 1. Consultant shall make a good faith effort to meet the DBE Goal that has been established at seven (7) percent for this project. Consultant shall give consideration to securing the services of DBE firms in the performance of the work anticipated in Consultant s Request for Proposal for this Contract, as specified in 23 CFR 172.5(b), 49 CFR Part 26, and in the attached Exhibit 10-I Notice to Bidders/Proposers Disadvantaged Business Enterprise Information. 2. Consultant shall submit the completed Exhibit 10-O1, Local Agency Proposer DBE Commitment (Consultant Contract), and Exhibit 10-O2, Local Agency Proposer DBE Information (Consultant Contract), prior to or immediately after award of this Contract. 3. Consultant shall submit, upon completion of the contract, regardless of whether DBE participation is obtained, a summary of the DBE records, Exhibit 17-F or equivalent, Final Report Utilization of Disadvantaged Business Enterprises (DBE) First Tier Subcontractors shall be prepared, certified correct, and submitted. 4. Consultant shall comply with Federal and State procedures, with respect to the Disadvantaged Business Enterprise Program, as specified herein and as directed by the County. 5. The following exhibits/forms are attached, made a part hereof, shall be completed if and as required, and shall be considered as part of this Contract: Federal Form Exhibits : Exhibit 10-F Exhibit 10-I Exhibit 10-J Exhibit 10-O1 Exhibit 10-O2 Exhibit 10-P Exhibit 10-Q Exhibit 15-H Exhibit 17-F Certification of Consultant Notice to Bidders/Proposers Disadvantaged Business Enterprise Information Standard Agreement for Subcontractor/DBE Participation Local Agency Proposer DBE Commitment (Consultant Contracts) Local Agency Proposer DBE Information (Consultant Contracts) Non-Lobbying Certification for Federal-Aid Contracts Disclosure of Lobbying Activities DBE Information Good Faith Efforts Final Report Utilization of Disadvantaged Business Enterprises (DBE) First-Tier Subcontractors C1316.CON-H&P.DB

109 109 CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND OVERLAND, PACIFIC & CUTLER, INC., FOR ANNUAL REAL PROPERTY SERVICES THIS CONTRACT is made and entered into in the City of Simi Valley on this day of 2013, by and between the CITY OF SIMI VALLEY, and the VENTURA COUNTY WATERWORKS DISTRICT NO. 8, municipal corporations, hereinafter referred to as CITY/DISTRICT, and OVERLAND, PACIFIC & CUTLER, INC., a California corporation, hereinafter referred to as CONSULTANT. RECITALS WHEREAS, on May 2, 2013, CITY/DISTRICT requested proposals for Annual Real Property Services; and WHEREAS, pursuant to such request, CONSULTANT submitted a proposal, which was accepted by CITY/DISTRICT for the Services. AGREEMENT NOW, THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows: 1. Recitals. The foregoing recitals are true and correct and are a part of this CONTRACT. 2. Term. A. The term of this CONTRACT shall be from the effective date of this CONTRACT as set forth herein above, through June 30, This CONTRACT may be extended for up to two (2) additional two (2)-year terms upon mutual written consent of the CITY MANAGER/DISTRICT MANAGER or his designee and CONSULTANT. B. It is understood that the CONSULTANT S work under the Work Orders issued may not be completed within the terms of this CONTRACT; however, all terms and conditions of the CONTRACT including all rights and obligations, shall survive until the work is completed, except the CITY/DISTRICT S right to issue, and the CONSULTANT S right to accept, additional Purchase Orders. C. Pricing shall remain firm during the entire term of the CONTRACT. In the event a price increase is negotiated at the time of an extension period, the increase rate shall not exceed the Consumer Price Index (CPI) rate for Los Angeles-Riverside-Orange County area for the previous 12-month period (March to March). C1316.CON.OPC.DB

110 Description of Services. The Services to be performed by CONSULTANT are as follows: Real Property Services related to design and construction projects. CONSULTANT agrees to perform the Services more specifically set forth in the Scope of Work attached hereto and incorporated herein as Exhibit A. 4. Compensation and Payment. A. The total compensation payable to CONSULTANT by CITY/DISTRICT for Services under this CONTRACT, shall not exceed the sum of $100,000 and shall be earned as the work progresses. Payment will be made based on the rates contained in the Schedule of Fees as set forth in Exhibit B attached hereto and incorporated herein. B. After CONSULTANT has performed the Services as specified in this CONTRACT, CITY/DISTRICT shall be obligated to pay CONSULTANT based upon the actual CITY/DISTRICT-authorized services received by CITY/DISTRICT at the rates established as a part of this CONTRACT. C. Payments to the CONSULTANT shall be made within thirty (30) days after receipt of an original invoice from the CONSULTANT and acceptance of the Services by CITY/DISTRICT. D. CONSULTANT shall provide CITY/DISTRICT with written verification of the actual compensation earned, which written verification will be in a form satisfactory to CITY/DISTRICT. Invoices shall include the work performed including a list of hours worked by personnel. 5. CONSULTANT s Representations and Obligations. A. CONSULTANT shall perform as required by this CONTRACT. CONSULTANT also warrants on behalf of itself and all subcontractors engaged for the performance of this CONTRACT that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. B. CONSULTANT shall obey all Federal, State, local, and special district laws, ordinances, and regulations. C. CONSULTANT acknowledges CITY/DISTRICT may contract with other parties for the performance of Services or supplemental services as they relate to the project during the term of this CONTRACT. D. CONSULTANT agrees to abide by CITY s Business Tax Ordinance, of which proof of payment must be obtained prior to performance of this CONTRACT. E. CONSULTANT office hours shall be 8:00 a.m. to 5:00 p.m., Monday through Friday, so that the Consultant will be available to CITY/DISTRICT staff and design professional(s). C1316.CON.OPC.DB

111 111 F. CONSULTANT shall cooperate with CITY/DISTRICT so that CITY/DISTRICT may inspect the work being accomplished by CONSULTANT during business hours and other times mutually agreed upon by the parties. G. CONSULTANT shall have the Director of Public Works written approval prior to making any change in a project team assigned to this project. H. CONSULTANT shall submit and pick up all plans, documents, and reports directly to or from the City of Simi Valley, Public Works Department counter at City Hall. All plans, documents, and reports will be transmitted directly between CONSULTANT and CITY/DISTRICT. Once the plans, documents, and reports have been completed and/or reviewed, CONSULTANT will be required to return them to CITY/DISTRICT for further processing and coordination with other departments and divisions within the CITY/DISTRICT. CONSULTANT is required to develop and furnish the Director of Public Works/City Engineer with legible, written review comments pertaining to the plan check. If CONSULTANT fails to submit the required review comments as set forth in this section, CITY/DISTRICT shall have the right to withhold payment, and/or terminate the contract. I. To the extent required by law, CONSULTANT agrees to abide by all federal laws, rules and regulations relating to Federally Funded Projects including the requirement that CONSULTANT assist in locating, qualifying, hiring, and increasing the skills of minority group employees and applicants for employment, as set forth in Executive Orders and Audit. A. At any time during normal business hours and as often as CITY/DISTRICT may deem necessary, CONSULTANT shall make available to CITY/DISTRICT for inspection its records pertaining to this CONTRACT. CONSULTANT shall permit CITY/DISTRICT to audit, examine and/or reproduce such records. CONSULTANT will retain such financial records, time sheets, work progress reports, invoices, bills and project records for at least (2) years after termination or final payment under this CONTRACT. B. CITY/DISTRICT shall have the option of inspecting and/or auditing all records and other written materials used by CONSULTANT in preparing its statements to CITY/DISTRICT as a condition precedent to any payment to CONSULTANT. 7. Hold Harmless and Indemnification. A. To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782 and ), CONSULTANT shall defend, and provide legal defense with attorney(s) acceptable to CITY/DISTRICT, indemnify, and hold harmless the CITY/DISTRICT, its agents, officials, officers, representatives, and employees, (collectively Indemnitees ) from and against all claims, lawsuits, liabilities or damages (including, without limitation, injury to or death of an employee of CONSULTANT or its sub-consultant), expense and liability of every kind, nature and description (including, without limitation incidental and consequential damages, court costs, attorney s fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of litigation) that arise C1316.CON.OPC.DB

112 112 out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, any sub-consultant, anyone directly or indirectly employed by them, or anyone that they control. B. To the extent there is an obligation to indemnify under this Section of this CONTRACT, CONSULTANT shall be responsible for incidental and consequential damages resulting from CONSULTANT S negligence, recklessness, or willful misconduct. The provisions of this Section survive completion of the Services or the termination of this CONTRACT. The provisions of this Section are not limited by the provisions of this CONTRACT relating to insurance. The CONSULTANT shall thoroughly investigate any and all claims subject to the provisions of this Section, and indemnify the CITY/DISTRICT and do whatever is necessary to protect any and all Indemnitees. 8. Amendments. Any amendments, modifications, or variations from the provisions of this CONTRACT shall be in writing and shall be effective only upon mutual written approval by the CITY MANAGER/DISTRICT MANAGER or his designee and CONSULTANT including changes to the CONTRACT amount and term of the CONTRACT. 9. Anti-Discrimination. In the performance of the terms of this CONTRACT, CONSULTANT shall not engage in, nor permit subcontractors to engage in, discrimination in employment of persons because of the age, race, color, religious creed, sex, sexual orientation, national origin, ancestry, physical disability, mental disability, medical condition, or marital status of such persons. Violation of this provision may result in the imposition of penalties referred to in Labor Code Section Termination. A. Either party may terminate this CONTRACT at any time prior to the expiration date by giving thirty (30) days advance written notice thereof to the other party. B. If, during the term of this CONTRACT, CITY/DISTRICT determines that CONSULTANT is not faithfully abiding by any term or condition contained herein, CITY/DISTRICT may notify CONSULTANT in writing of such defect or failure to perform. The notice must give to the CONSULTANT a ten (10) day period of time thereafter in which to perform the work or cure the deficiency. If CONSULTANT has not performed the work or cured the deficiency within the ten (10) days specified in the notice, such failure shall constitute a breach of this CONTRACT, and CITY/DISTRICT may terminate this CONTRACT immediately by written notice to CONSULTANT to such effect. C. In addition, CITY/DISTRICT, if it terminates this CONTRACT for cause, may withhold as an offset from payments due CONSULTANT damages occasioned by such breach. The CITY/DISTRICT shall be liable to the CONSULTANT only for those fees accrued by the CONSULTANT to the date CONSULTANT receives the notice of termination. In such event, CONSULTANT shall be entitled to the reasonable value of its services. In no event, however, shall CONSULTANT be entitled to receive in excess of the CONTRACT amount. 11. Delivery of Reports in Cases of Termination. If this CONTRACT is terminated pursuant to any of the provisions contained hereinabove, and if requested to do so in writing by C1316.CON.OPC.DB

113 113 the CITY/DISTRICT, the CONSULTANT shall, within fourteen (14) calendar days after receipt of such written request, deliver and turn over to the CITY/DISTRICT all of its preparation and work on the project which were done to the date of the receipt of the notice of termination. The terms "preparation" and "work" as used in this paragraph, shall refer to and include all data and materials of whatever type that have been gathered by the CONSULTANT, and contemplated to be used or actually used, in the provision of the services as specified in this CONTRACT. 12. Complete CONTRACT. This CONTRACT and its accompanying exhibits, shall constitute the complete CONTRACT between the parties hereto. No verbal agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such verbal agreement, understanding, or representation be binding upon the parties hereto. 13. Independent Contractor. It is expressly understood between the parties to this CONTRACT that no employee/employer relationship is intended. CONSULTANT is not an agent or employee of the CITY/DISTRICT and it is not entitled to participate in any pension plan, insurance or other benefits CITY/DISTRICT provides for its employees. CONSULTANT is an independent contractor in performing the Services required under this CONTRACT and will have control of all work and the manner in which it is performed. Any provision of this CONTRACT that may appear to give CITY/DISTRICT the right to direct CONSULTANT as to the details of doing the work required herein, or to exercise a measure of control over the work means that the CONSULTANT will follow the direction of the CITY/DISTRICT as to the results of the work only. 14. Personal Services. This CONTRACT is for professional services, which are personal to CITY/DISTRICT. Maddy Rivera is deemed to be especially experienced and is a key member of CONSULTANT S firm, and shall be directly involved in performing, supervising, or assisting in the performance of this work. This key person shall communicate with, and periodically report to, CITY/DISTRICT on the progress of the work. Should any such individual be removed from assisting in this contracted work for any reason, CITY/DISTRICT may terminate this CONTRACT. 15. Time of Performance. Time is of the essence in this CONTRACT. 16. Insurance. CONSULTANT shall, at CONSULTANT S sole cost and expense, provide insurance as contained in Exhibit C, incorporated herein. CONSULTANT shall not commence work on the Services to be performed, until it submits proof of all insurance coverage as required. 17. Federal Forms and Requirements. CONSULTANT shall comply with federal funding (FHWA) and Caltrans requirements and shall timely submit all the forms required as identified in Exhibit D, which forms once completed, shall be attached hereto and incorporated herein this CONTRACT. 18. Ownership of Reports and Data. The originals of all studies, reports, exhibits, documents, data and other work or materials prepared for, or used to comply with any term of this CONTRACT, plus any copies of same required by this CONTRACT to be furnished to the CITY/DISTRICT by any of the other party(ies) with whom the CONSULTANT may have C1316.CON.OPC.DB

114 114 contract(s) pertaining to this project, shall be deemed to be public records open to inspection by the public and, as such, to be and remain the property of the CITY/DISTRICT. 19. Conflict of Interest. A. Neither CONSULTANT nor any employees, agents, or subcontractors of CONSULTANT who will be assigned to this project, to the best of CONSULTANT'S knowledge, own any property or interest in properties, business relationships, or sources of income which may be affected by the performance of this CONTRACT. Should one party hereto learn of any such interest, income source, or business relationship, such fact shall immediately be brought to the attention of the other party hereto. If the parties thereupon cannot mutually agree upon a means to eliminate the conflict, CITY/DISTRICT may terminate the CONTRACT immediately for non-performance pursuant to Section 10. herein. B. In accordance with California Government Code Section 87306, CONSULTANT shall provide, if requested by CITY/DISTRICT, a Conflict of Interest Statement, Form 700 no later than 30 days after execution of this CONTRACT, and annually thereafter prior to April 1st of each year for the duration of the CONTRACT. Failure to file any of the required statements will result in withholding payment for services rendered. 20. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the benefits and burdens hereunder, whether voluntarily or by operation of law, without the prior written consent of the other party, and any such assignment without consent shall be void. 21. Authority to Execute CONTRACT. Both CITY/DISTRICT and CONSULTANT do covenant that each individual executing this CONTRACT on behalf of each party is a person duly authorized and empowered to execute contracts for such party. 22. Jurisdiction and Venue. Jurisdiction is in the State of California and venue lies in Ventura County. 23. Non-Appropriation of Funds. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of CITY/DISTRICT. In the event CITY/DISTRICT has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this CONTRACT shall cover only those costs incurred up to the conclusion of the current fiscal year. 24. Taxpayer Identification Number. CONSULTANT shall provide CITY/DISTRICT with a complete Request for Taxpayer Identification Number and Certification, form W-9 (rev. 2000), as issued by the Internal Revenue Service. 25. Permits and Licenses. CONSULTANT, at its sole cost and expense, shall obtain and maintain during the term of this CONTRACT, all appropriate permits, licenses, and certificates that may be required in connection with the performance of this CONTRACT. C1316.CON.OPC.DB

115 Waivers. The waiver by one party of any term or condition of this CONTRACT, or any breach thereof, shall not be construed to be a general waiver by the party or as a waiver of any other term or breach. 27. Statement of Experience. CONSULTANT warrants that it will perform its Services with at least the due care, diligence and expertise generally accepted in its industry. CONSULTANT also understands and agrees that it is being employed to perform the Services provided for by this CONTRACT because of CONSULTANT S professed expertise and experience in performing such Services. In addition, CONSULTANT understands and agrees that while CITY/DISTRICT or CITY/DISTRICT S officers, employees, agents or volunteers may elect to do so, they have no duty to review, inspect, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT. As a consequence, CONSULTANT waives any right of contribution against CITY/DISTRICT or any of CITY/DISTRICT S officers, employees, agents, or volunteers arising out of such failure to inspect, review, monitor, or supervise the work performed by CONSULTANT pursuant to this CONTRACT. 28. Notices. All written notices required by, or related to this CONTRACT shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this CONTRACT shall refuse to accept such mail; the parties to this CONTRACT shall promptly inform the other party of any change of address. All notices required by this CONTRACT are effective on the day of receipt, unless otherwise indicated herein. The mailing address of each party to this CONTRACT is as follows: CITY/DISTRICT Department of Public Works Ron Fuchiwaki, Director of Public Works City of Simi Valley 2929 Tapo Canyon Road Simi Valley, CA Attn: Fuad Shamout (805) C1316.CON.OPC.DB

116 116 CONSULTANT Overland, Pacific & Cutler, Inc Schaufele Avenue, Suite 150 Long Beach, CA Attn: Brian Everett, President/Project Manager (800) IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. Attest: City of Simi Valley and Ventura County Waterworks District No. 8, Municipal Corporations Ky Spangler Assistant City Clerk/District Secretary By: Robert O. Huber, Mayor of the City of Simi Valley, California/Chair of the Ventura County Waterworks District No. 8 Approved as to Form: Overland, Pacific & Cutler, Inc., a California Corporation Marjorie Baxter City Attorney/District Counsel Approved as to Content: By: Title: Eric J. Levitt City Manager/District Manager By: Connie Henes-Baird Interim Director of Administrative Services Title: Ronald K. Fuchiwaki, Director Department of Public Works C1316.CON.OPC.DB

117 SCOPE OF WORK 117 EXHIBIT A SCOPE OF WORK CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND OVERLAND, PACIFIC & CUTLER, INC., FOR ANNUAL REAL PROPERTY SERVICES The Consultant shall provide Real Property Services in connection with design and construction of public works projects. 1. Tasks. The work to be performed includes the following tasks, as may be required by the specific project: Predesign right-of-way consultation Alignment studies County records search Project consultation Land title examination Property ownership analysis Document preparation for legal descriptions, eminent domain, etc. Landowner preliminary contacts Prepare negotiations appraisal reports Provide review appraisal on contract appraisals Liaison between property owner and the City/District Project reports as applicable Escrow services Right-of-way certifications for construction, including Federally funded projects All other real property services and related work as necessary 2. Additional Requirements. A. Consultant shall have a thorough understanding of the FHWA and Caltrans Local Assistance Procedures Manual (LAPM) regarding Annual Anticipated Disadvantaged Business Enterprise (DBE) requirements. B. Any reports, data or documentation required by the task(s) (above), shall be provided to City/District in a timely fashion and/or in accordance with any time schedule set by City/District Staff. C1316.CON.OPC.DB

118 118 EXHIBIT B SCHEDULE OF FEES CONTRACT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF SIMI VALLEY, THE VENTURA COUNTY WATERWORKS DISTRICT NO. 8, AND OVERLAND, PACIFIC & CUTLER, INC., FOR ANNUAL REAL PROPERTY SERVICES C1316.CON.OPC.DB

119 C1316.CON.OPC.DB 119