1 PROFESSIONAL SERVICES AGREEMENT
This agreement (“Agreement”) is made as of April 28, 2026 by and between the City of Commerce, a municipal corporation ("City") and Geo-Advantec (“Consultant”).
City and Consultant are sometimes hereinafter individually referred to as a “Party” and collectively referred to as the “Parties.”
R E C I T A L S
WHEREAS, City desires to utilize the services of Consultant as an independent contractor to provide construction materials testing and inspection services for a gateway improvement project, including field monitoring, laboratory testing of soils and concrete, and preparation of daily inspection reports as set forth in the Scope of Services attached hereto as Exhibit A; and
WHEREAS, Consultant represents that it is fully qualified to perform such consulting services by virtue of its experience and the training, education and expertise of its principals and employees.
NOW, THEREFORE, in consideration of performance by the parties of the covenants and conditions herein contained, the parties hereto agree as follows:
1. Company's Scope of Services. The nature and scope of the specific services to be performed by Consultant are as described in Exhibit A.
2. Term of Agreement. This Agreement shall commence on April 28, 2026 (the “Commencement Date”) and shall remain and continue in effect until tasks described in Exhibit A are completed, but in no event later than December 31, 2028, unless sooner terminated pursuant to the provisions of this Agreement.
3. Compensation.
A. City agrees to compensate Consultant for services under this Agreement in compliance with the schedule set forth in Exhibit A. Consultant shall submit proper monthly invoices in the form and manner specified by City. Each invoice shall include a monthly breakdown of all monthly services performed together with the hours spent on each service. Consultant shall maintain appropriate and necessary documentation supporting the monthly invoices detailing the type of service provided. It shall be available for review by the City at all reasonable times upon request.
B. Total payment to Consultant pursuant to this Agreement shall not exceed $14,591.00.
C. If at the request of the City, Consultant is required to incur out of pocket expenses (including but not limited to, out-of-town travel and lodging) which are above and beyond the ordinary expenses associated with performance of this Agreement, Consultant shall be entitled to reimbursement of such expenses. Consultant shall only 2 be reimbursed for those expenses which: (I) appear on Consultant’s monthly invoices; (II) are accompanied by a copy of the City’s written authorization for Consultant to incur such expenses; and (III) receipts documenting such expenses.
4. General Terms and Conditions. The General Terms and Conditions set forth in Exhibit B are incorporated as part of this Agreement. In the event of any inconsistency between the General Terms and Conditions and any other exhibit to this Agreement, the General Terms and Conditions shall control unless it is clear from the context that both parties intend the provisions of the other exhibit(s) to control.
5. Addresses.
City of Commerce
City of Commerce
2535 Commerce Way
Commerce, CA 90040
Attn: Ernie Hernandez, City Manager
Consultant
Geo-Advantec
457 W Allen Ave #113
San Dimas, CA 91773
Attn: Lisa Anderson, Vice President
6. Exhibits. All exhibits referred to in this Agreement are listed here and are incorporated and made part of this Agreement by this reference.
Exhibit A – Scope of Services and Compensation Schedule Exhibit B – General Terms and Conditions
SIGNATURES ON FOLLOWING PAGE
3 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates written below.
CITY OF COMMERCE
By: ______________________________ ______________________ Kevin Lainez, Mayor Date
CONSULTANT
Geo – Advantec, Inc.
By: ______________________________ ________________________ Shawn Ariannia, President Date
ATTEST:
By: ______________________________ ________________________ Temp City Clerk Date
APPROVED AS TO FORM:
By: ______________________________ ________________________ Noel Tapia, City Attorney Date
4/9/2026
1 EXHIBIT A
SCOPE OF WORK
PROPOSAL FOR GEOTECHNICAL
MONITORING &
MATERIALS TESTING AND INSPECTION
SERVICES
PROJECT:
GATEWAY MONUMENT AT I-5 SOUTH AT
EASTERN AVENUE BEAUTIFICATION
PROJECT
FOR:
City of Commerce
2535 Commerce Way
Commerce, California 90040
Proposal No. 26-1065
April 9, 2026
Prepared By: Geo-Advantec
457 W Allen Ave #113
San Dimas, CA 91773
457 W Allen Ave #113, San Dimas, CA 91773 Phone: (909) 305-0400 Fax: (909) 907-0704 Geotechnical Engineering Earthquake Engineering Engineering Geology www.geoadvantec.com
Mr. Peter Shiau April 9, 2026
Associate Engineer Proposal No. 26-1065
City of Commerce
2535 Commerce Way
Commerce, CA 90040
Subject: Proposal for Geotechnical Monitoring and Materials Testing and Inspection Services for Gateway Monument at I-5 South at Eastern Avenue Beautification Project
Commerce, California
Dear Mr. Shiau:
Geo-Advantec, Inc. (GAI) appreciates the opportunity of submitting this proposal to provide the City of Commerce (City) with all the required geotechnical and materials special inspection services for the construction of the subject project. GAI ensures that our services will meet the requirements of applicable codes, regulations, ordinances, guidelines, and project documents.
Included in this submittal is our understanding of the project, a breakdown of the estimated budget for the inspection and testing services, our hourly rates, the company’s master schedule of rates and terms and conditions for this project.
We look forward to the opportunity to work with the City on this and future projects. Should you have any questions, please do not hesitate to contact the undersigned at (909) 305-0400 or [email protected].
Respectfully Submitted,
GEO-ADVANTEC, INC.
Lisa Anderson, MBA
Vice President
Marketing & Business Development
Proposal No. 26-1065 April 9, 2026 Page 2 of 4
1. PROJECT UNDERSTANDING
At the time of preparation of this proposal, the following documents have been provided for our review and use:
A set of plans, sheets 1 to 32, prepared by the City of Commerce, dated 11/25/2025.
Based on the review performed on the provided document, it is our understanding that the project involves the construction of a new gateway sign, hardscape, and retaining wall in the City of Commerce. The project will include landscaping and minor aesthetic improvements. Our scope will include the following:
Provide field monitoring, testing, and inspection for the improvement works. Perform laboratory tests on subgrade and concrete materials. Prepare and submit daily inspection reports.
During construction, GAI will provide geotechnical and materials inspection and testing, and will perform continuous and periodic inspections. Our on-site presence will be based on the direction we receive from the project authorities.
At this time, no construction schedule was available for our use in preparation of our estimate, and our proposed fee is being prepared using a rough quantity take-off using the provided drawing, which might be subject to change. A more accurate cost estimate could be provided upon the availability of the construction schedule. However, our service is based on time and material and will be provided on an on-call basis.
In addition, the accuracy of the provided estimate can be affected by:
Contractor and sub-contractor’s efficiency and sequencing of events/work tasks. Amount of services required by the jurisdictional agency. Amount of calls we receive from the Client or their representative to provide our services. Weather conditions and other unforeseen delays.
2. ESTIMATED BUDGET AND BREAKDOWN
Table 1 below provides a cost breakdown and our estimate for the outlined scope. The plans were used to estimate the times and testing required. The unit rates are included in the table. The hourly rates for inspectors and technicians are based on prevailing wage rates. Please refer to Attachment A for Terms and Conditions and Attachment B for the Master Schedule of Rates. The rates, provided fee, and estimate included in the proposal take precedence over the master fee, should there be any inconsistency between the proposal and the master fee. GAI’s estimate is based on the documents we received and our experience with similar projects. The real construction schedule may differ from what we have assumed. The provided fee and estimate are for budgetary purposes and might be subject to change. The total estimated cost of our services is $14,591.
Proposal No. 26-1065 April 9, 2026 Page 3 of 4
Table 1. Cost Breakdown for the Gateway Monument I-5 South at Eastern Ave. Beautification Description Quantity Unit Unit Rate
($)
Total Amount
($)
GEOTECHNICAL MONITORING
Soil Technician / Field Engineer 40 Hours 150.00 6.000.00 Nuclear Gauge 5 Days 80.00 400.00
Sample Pick up 5 Each 175.00 875.00
Administration 6 Hours 65.00 390.00
SUBTOTAL 7,665.00
MATERIALS SPECIAL INSPECTION
Inspector/Concrete 32 Hours 150.00 4,800.00
Senior Engineer/Plans, Reports, Test Results Review,
Submittal Reviews 2 Hours 200.00 400.00
TOTAL ESTIMATED FEES FOR GEOTECHNICAL MONITORING AND TESTING 5,200.00
SUBGRADE AND BASE
Maximum Density 2 Each 193.00 386.00
TOTAL ESTIMATED FEES FOR SUBGRADE AND BASE TESTING 386.00
MATERIALS TESTING
Concrete Cores, Compression 20 Each 43.00 860.00
QA/QC Laboratory Manager Review 4 Hours 120.00 480.00
TOTAL ESTIMATED FEES FOR HOT MIX ASPHALT TESTING 1,340.00 TOTAL ESTIMATED FEES FOR MATERIALS INSPECTION AND TESTING $14,591.00 Proposal No. 26-1065 April 9, 2026 Page 4 of 4
I have read the attached Attachments A and B of this proposal and approve the proposal and agree with all its contents, including the attached Terms & Conditions.
I hereby authorize Geo-Advantec to proceed with all the works associated with this project.
City of Commerce
By: _______________________________
Name: _____________________________
Title: _____________________________
Date: ______________________________
Email: _____________________________
Project No. 26-1065 April 9, 2026 Attachment A
ATTACHMENT A
Terms and Conditions
Client Initials: ________
Project No. 26-1065 April 9, 2026 Page A1 of A4
GEO-ADVANTEC, INC. – GENERAL TERMS & CONDITIONS
These General Terms & Conditions (“Terms”) are incorporated into and made part of the Proposal/Agreement between Geo-Advantec, Inc. (“GAI” or “Consultant”) and the Client. If there is a conflict between the Proposal and these Terms, these Terms govern unless the Proposal expressly states otherwise in writing.
1. Proposal Validity; Authorization to Proceed
1.1.Validity. Fees, rates, and assumptions stated in the Proposal are valid only if the Client authorizes GAI to proceed and the project commences within six (6) months of the Proposal date.
After that, GAI may revise the scope, schedule, and fees.
1.2.Authorization. Client may authorize GAI to proceed by signing the Proposal, issuing a written notice to proceed, or directing GAI to begin work (including by email).
1.3. Scope. GAI will perform only the services specifically described in the Proposal. Any services outside the scope are Additional Services and will be performed only upon Client’s written authorization and billed per the Proposal rates (or GAI’s then-current rates if not specified).
2. Client Responsibilities; Information; Site Access
2.1. Information. Client shall provide timely, accurate, and complete project information, including available plans, reports, schedules, geotechnical data, known site constraints, and changes. GAI may rely on information furnished by Client and others without independent verification.
2.2. Access & Utilities. Client shall provide safe access to the site and identify/arrange identification of known and suspected utilities by providing available as-builts and utility locating maps.
2.3. Changes/Unknowns. If site conditions, project plans, regulations, scope, or schedule change, or if unknown/hidden conditions are encountered, GAI may adjust its recommendations and/or perform Additional Services at additional cost.
3. Standard of Care (No Warranties)
GAI will perform services consistent with the professional standard of care ordinarily exercised by similar professionals practicing under similar circumstances at the time the services are performed. No other warranty or guarantee, express or implied, is made or intended.
4. Jobsite Safety: Means and Methods
GAI safety. GAI is responsible only for the safety of its own employees. GAI may suspend work if site conditions are unsafe or if access is denied, and such suspension shall be treated as a compensable delay and/or Additional Service.
5. Fees, Invoices, and Payment
5.1. Invoicing. GAI will invoice on a monthly basis.
5.2. Due date Invoices are due net thirty (30) days from the invoice date and are not contingent upon Client’s receipt of payment from any owner, developer, lender, contractor, or other party.
5.3. Disputed amounts. Client must notify GAI in writing of any good-faith billing dispute within ten (15) days of invoice date, identifying the specific disputed item(s) and basis. Undisputed amounts remain due as stated.
Client Initials: ________
Project No. 26-1065 April 9, 2026 Page A2 of A4
5.4. Late charges. Past-due amounts accrue interest at 1.5% per month (or the maximum allowed by law, if less) from the due date until paid, plus reasonable collection costs.
5.5. Suspension for nonpayment. If any invoice is delinquent, GAI may suspend services upon written notice. Suspension shall not be grounds for claims against GAI for delay, damages, or impacts.
5.6. Acceleration. Upon suspension or termination for nonpayment, all amounts accrued become immediately due.
5.7. Lien rights. Nothing in this Agreement waives or limits GAI’s statutory lien rights (including, as applicable, design professional/mechanics’ lien rights).
6. Laboratory Testing; Sample Handling
6.1. Disposition. Unless Client provides written instructions before testing, samples will be discarded 45 days after the field work is complete and samples are collected in accordance with GAI’s standard practices.
6.2. Storage/retrieval. If Client requests storage, extended retention, or retrieval after testing, Client shall pay any applicable handling/storage costs and shipping, and acknowledges samples may degrade over time.
6.3. Chain of custody. If special chain-of-custody or preservation requirements apply, Client must notify GAI in writing prior to sampling/testing; such requirements are Additional Services unless included in the Proposal.
7. Data, Instruments of Service, and Deliverables (Ownership/License/Use)
7.1. Ownership until paid. All field notes, data, calculations, specifications, designs, drawings, reports, and other work product (“Instruments of Service”) remain GAI’s property until all invoices are paid in full.
7.2. No third-party reliance. No third party may rely on GAI’s services or deliverables without a written reliance letter executed by GAI (may include additional fees and limitations). Client shall indemnify GAI for unauthorized third-party reliance as set forth below.
7.3. Drafts. Draft or preliminary documents are for review and are not for construction or reliance.
8. Indemnity
To the fullest extent permitted by law, Client shall indemnify, defend, and hold harmless GAI and its officers, directors, employees, and agents from and against claims, damages, liabilities, penalties, fines, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) Client’s or Client’s contractors’/subcontractors’/consultants’ negligence or willful misconduct; (b) jobsite means, methods, sequences, safety practices, or site operations not related to GAI’s performance;
(c) hazardous materials not brought to the site by GAI (including discovery, handling, exposure, release, or remediation); and/or
(d) any use of or reliance upon GAI’s services/deliverables by any party other than Client without GAI’s written authorization.
This indemnity does not apply to the extent a claim is finally determined to have been caused by GAI’s negligence or willful misconduct.
9. Limitation of Liability
To the fullest extent permitted by law, GAI’s total aggregate liability for any and all claims arising out of or related to the Agreement (whether in contract, tort, negligence, strict liability, or Client Initials: ________
Project No. 26-1065 April 9, 2026 Page A3 of A4
otherwise) shall be limited to the greater of (i) the total fees paid to GAI for the specific services giving rise to the claim, or (ii) $25,000. This limitation does not apply to liability arising from GAI’s willful misconduct where such limitation is prohibited by law.
10. Waiver of Consequential Damages
To the fullest extent permitted by law, neither party shall be liable to the other for consequential, incidental, special, exemplary, or punitive damages, including loss of profit, loss of use, loss of financing, loss of business, delay damages, or loss of goodwill, arising out of or related to the Agreement, regardless of foreseeability.
11. Termination
11.1. Client termination. Client may terminate upon written notice. Client shall pay GAI for all services performed and costs incurred through the effective termination date, plus reasonable demobilization/closeout costs.
11.2. GAI termination/suspension. GAI may terminate or suspend services for nonpayment, unsafe conditions, denial of access, or Client material breach.
11.3. Payment due. Upon termination, all accrued amounts become immediately due.
12. Assignment; No Third-Party Beneficiaries
Neither party may assign the Agreement or any claims arising from it without the other party’s prior written consent, except that either party may assign to a successor in interest in connection with a merger or sale of substantially all assets. The Agreement is for the sole benefit of the parties and creates no third-party beneficiaries.
13. Entire Agreement; Amendments; Severability; Waiver
This Agreement (Proposal + these Terms) is the entire agreement and supersedes prior discussions and understandings. Amendments must be in writing and signed by both parties. If any provision is unenforceable, the remainder remains in effect. Failure to enforce any provision is not a waiver.
14. Independent Consultant / Contractor
GAI is an independent Consultant/contractor. Nothing creates an employer-employee relationship, joint venture, or partnership.
15. Attorneys’ Fees
In any action or proceeding arising out of or related to this Agreement, each party shall pay its own attorneys’ fees and costs.
16. Governing Law; Venue
This Agreement is governed by California law. Venue for any dispute shall be in the state or federal courts located in the county where GAI’s principal office is located, unless the parties agree otherwise in writing.
17. Cooperation
Client Initials: ________
Project No. 26-1065 April 9, 2026 Page A4 of A4
The parties will cooperate in good faith to enable the timely performance of their respective obligations and to maintain effective working relationships among the project team.
18. Minimum Charges for Construction Phase Inspections
18.1. All technicians and inspectors are subject to a minimum of four (4) hours.
18.2. Services exceeding four (4) hours shall be billed at a minimum of eight (8) hours.
18.3. If an inspector or technician is scheduled, arrives at the project site, and no work is performed, a two-hour “show-up charge” will apply and be referred to as a show-up charge.
18.4. A sample pickup (truck + driver, within a 50-mile radius from GAI’s office) round trip is $175.
19. Travel and Mileage
19.1. No travel time or mileage costs will be reimbursed for engineering staff and materials/special inspection personnel. In accordance with the latest California Department of Industrial Relations (DIR) Public Works Manual, October 2023, soils technicians performing construction inspection and testing with a nuclear gauge device will be charged travel time at the contractual rate. Travel will be calculated from GAI’s nearest office, and charges will apply for round‑trip drive time (portal‑to‑portal). Reference: DIR Public Works Manual (October 2023, PDF) - https://www.dir.ca.gov/dlse/PWManualCombined.pdf
19.2. For regular/non-prevailing jobs, a round-trip mileage cost equal to $0.75 per mile, calculated from GAI's office to the project site, will be charged.
19.3. The travel time and mileage fee may be subject to change per the negotiation with the client and written approval.
20. Scheduling and Cancellations
A 24‑hour notice is required when scheduling an inspection or technician. For same‑day scheduling and for after 3:00 pm on the preceding day, the inspector/technician will be deployed to the site if a technician is available.
21. Prevailing Wage
Rates will increase proportionally every July 1 in accordance with the wage listed by the Department of Industrial Relations, which is tied to Operating Engineers Local 12 documented annual increases plus corresponding changes in general administration and overhead expenses.
These adjustments shall become the agreed-upon basis for charges by GAI to Client.
Project No. 26-1065 April 9, 2026 Attachment B
ATTACHMENT B
Master Schedule of Rates
Effective: January 2026-June 2027 Page A1 of A5
Proposal No. 26-1065 Master Fee Schedule
ENGINEERING SERVICES
ENGINEERING AND PROFESSIONAL SERVICES
Principal Geotechnical Engineer/Principal Engineering Geologist $ 250.00 Per Hour Senior Hydrogeologist $ 250.00 Per Hour
Senior Geotechnical Engineer/ Senior Engineering Geologist/Senior Registered Engineer $ 200.00 Per Hour Project Manager $ 150.00 Per Hour
Senior Field Engineer $ 165.00 Per Hour
Staff Engineer/Staff Geologist/Field Engineer $ 145.00 Per Hour Laboratory Manager $ 120.00 Per Hour
Administration $ 65.00 Per Hour
GIS Technician
Drafter/CAD Technician
$
$
135.00
90.00 Per Hour
Per Hour
Principal Geologist Forensic/Field and Office $ 320.00 Per Hour Principal Geotechnical Engineer Forensic (Field and Office) $ 375.00 Per Hour Senior Engineer Forensic (Field and Office) $ 275.00 Per Hour Field Engineer Forensic $ 215.00 Per Hour
Principal Geotechnical Engineer and Geologist Expert Witness and Litigation Tasks $ 375.00 Per Hour Senior Geotechnical Engineer/Senior Registered Engineer Expert Witness and Litigation Tasks $ 320.00 Per Hour
GEOTECHNICAL INVESTIGATIVE/PRE-CONSTRUCTION PHASE
FIELD DRILLING AND TESTING
*Field Testing/Sampling Helper (Technician - Prevailing Wage) *Surcharge of $10 per/hr. for projects under PLA/CWA agreements $ 135.00 Per Hour Drilling – Hollow Stem Auger (6-8” diameter) (subject to adjustment) $ 6500.00 Per Day Drilling – Mud Rotary Wash Drilling (subject to adjustment) $ 6750.00 Per Day Drilling – Cone Penetration Test (subject to adjustment) $ 6250.00 Per Day Coring- Pavement (Crew + Equipment, including rapid set concrete or cold AC patching) $ 275.00 Each Core Saw-Cut – R-value Sampling (Crew + Equipment, including rapid set concrete or cold AC patching) $ 450.00 Each Location Sample Pickup (truck + driver, within a 50-mile radius from GAI’s office) $ 175.00 Per Round GPR Survey $ 4000.00 Per Day
Percolation Test (Falling Head Method - Max. depth 15’) (Min. 2 tests, $9,630) $ 4250.00 Per Test
INSPECTION SERVICES
GEOTECHNICAL MONITORING
DURING CONSTRUCTION TESTING AND INSPECTION SERVICES
*Soil Technician / Field Engineer (Prevailing Wage)
*Surcharge of $10 per/hr. for projects under PLA/CWA agreements $ 150.00 Per Hour Soils/Materials Inspector (Regular Wage) $ 100.00 Per Hour Technician / Field Engineer – Pile and Tieback Monitoring & Inspection $ 140.00 Per Hour Deputy Grading Inspector (City of LA) $ 175.00 Per Hour Nuclear Gauge Equipment $ 80.00 Per Day
MATERIALS SPECIAL INSPECTION
*Inspector/Concrete, Batch Plant Inspection $ 150.00 Per Hour *Inspector/Masonry $ 150.00 Per Hour
*Inspector/Welding/Steel/Tagging & Sampling $ 150.00 Per Hour *Inspector/Post-Tension $ 150.00 Per Hour
*Inspector/Fireproofing $ 150.00 Per Hour
*Inspector/UT $ 165.00 Per Hour
*Inspector/Pull Test
*Surcharge of $10 per/hr. for projects under PLA/CWA agreements $ 165.00 Per Hour Per Diem Shop Inspection (if the shop is more than 50 miles from the project site) $ TBD
Effective: January 2026-June 2027 Page A2 of A5
Proposal No. 26-1065 Master Fee Schedule
REPORTS
Soils (Geotechnical/Geohazard Evaluation) Report Quote Each DSA-293 Report $ 1000.00 Ea. Cert.
DSA-291 Report $ 1000.00 Ea. Cert.
Final Grading / Compaction Report (Comprehensive-Minimum) $ 3500.00 Each Pad Certificate Report/Letter $ 1750.00 Each
Monthly Interim In-Grading Report $ 2000.00 Each
Pile/Shoring Monitoring Report (Final) $ Quote Each
Plan Review (Grading/ Foundation) $ 3000.00 Each
Materials Testing Final Verification Letter $ 1500.00 Each Project Laboratory Report Review Letter (Stamped) $ 1000.00 Each
LABORATORY TESTING
SOIL AND AGGREGATE
CLASSIFICATION & PHYSICAL CHARACTERISTICS
ID ASTM CTM
T101 D2937 CT212 Unit Weight $ 33.00 Each
T102 D4829 Expansion Index $ 155.00 Each
T103 C117, D1140 Finer than #200 Wash $ 70.00 Each
T104 D422, C136 CT202 Sieve Analysis- Coarse & Fine Including wash $ 193.00 Each T105 D422, C136 CT202 Sieve Analysis- Coarse Aggregate $ 148.00 Each T106 D422, C136 CT202 Sieve Analysis- Fine Including Wash $ 165.00 Each T107 D422 CT203 Particle-Size Distribution - Sieve Analysis + Hydrometer Combined $ 248.00 Each
T108 D422 CT203 Hydrometer Analysis only $ 165.00 Each
T109 D4318 CT204 Atterberg Limits LL, PL, & PI of Soils $ 155.00 Each T110 D2435 Consolidation (without Time Rate) $ 238.00 Each T111 D2419 CT217 Sand Equivalent Value of Soil and Fine Aggregate (Set of Three) $ 138.00 Each Set
T112 C127 CT206 Specific Gravity and Absorption (Coarse Aggregate) $ 110.00 Each T113 C127 CT206 Absorption Only, Coarse Aggregate $ 83.00 Each T114 C128 CT207 Specific Gravity and Absorption (Fine Aggregate) $ 198.00 Each T115 C128 CT207 Absorption Only, Fine Aggregate $ 110.00 Each T116 AASHTO
T100 CT209 Specific Gravity (Soil) by Hydrometer (Water Pycnometer) $ 175.00 Each T117 D2216 CT226 Water Moisture Content $ 33.00 Each
T118 D3080 Direct Shear (3 Points) $ 330.00 Each
T119 D3080 Direct Shear Remolded sample (3 points) $ 375.00 Each T120 D1557-A, B Maximum Density 4 in. Mold Passing No.4 or 3/8 in.
Sieve $ 193.00 Each
T121 D1557-C Maximum Density 6 in. Mold Passing 3/4 in. Sieve $ 203.00 Each T122 D2166 CT221 Unconfined Compressive Strength of Cohesive Soil $ 175.00 Each T123 D2844 CT301 R-Value, Untreated Material (3 Points) $ 358.00 Each T124 D2844 CT301 R-Value, Treated Material $ 385.00 Each T125 D4791 CT235 Flat and Elongated Particles $ 275.00 Each T126 D3744 CT229 Durability Index (fine and coarse) in Aggregate $ 275.00 Each Effective: January 2026-June 2027 Page A3 of A5
Proposal No. 26-1065 Master Fee Schedule
SOIL AND AGGREGATE
CLASSIFICATION & PHYSICAL CHARACTERISTICS
ID ASTM CTM
T127 D3744 CT229 Durability Index (fine or coarse) in Aggregate $ 175.00 Each T128 C142 Clay Lumps and Friable Particles in Aggregate $ 165.00 Each T129 C40 CT213 Organic Impurities in Fine Aggregates for Concrete $ 93.00 Each T130 D5821 CT205 Percentage of Crushed Particles $ 198.00 Each T131 C131 CT211 Los Angeles Rattler Test (Abrasion up to 1-1/2”) $ 330.00 Each T132 C535 CT211 Los Angeles Rattler Test (Abrasion Large-up to 2- 1/2”) $ 385.00 Each
T133 C88 CT214 Sodium or Magnesium Sulfate Soundness of Aggregate, 5-cycles $ 435.00 Each
T134 CT216 Relative Compaction of Soils & Aggregates using California Impact Apparatus $ 265.00 Each
T135 CT227 Cleanness Value of Coarse Aggregate $ 248.00 Each T136 D558 Moisture-Density Relations of Soil-Cement Mixtures $ 193.00 Each T137 D1633-A Compressive Strength of Molded Soil-Cement Cylinders using 4 in. Mold $ 73.00 Each
T138 D4546 One-Dimensional Swell or Collapse of Soils $ 165.00 Each T139 Shelby Tube Cutting, Remolding or Trimming
Specimens for Testing $ 50.00 Each
T140 D1883 California Bearing Ratio, Maximum Density test, separate charge $ Quote Each
T141 D2435 Consolidation (with time rate for 2 loads) $ 308.00 Each T142 AASHTO CT234 Fine Aggregate Angularity $ 243.00 Each T143 D2850 Unconsolidated-Undrained Triaxial Compression $ 185.00 Each
CHEMICAL PROPERTIES OF SOILS
ID CTM
T190 CT643 Resistivity $ 83.00 Each
T191 CT643 pH $ 73.00 Each
T192 EPA 300.0 Sulfate Content $ 100.00 Each
T193 EPA 300.0 Chloride Content $ 100.00 Each
T194
CT643
EPA 300.0
EPA 300.0
Corrosivity Series $ 305.00 Each
CONCRETE
ID ASTM CTM
T201 C39 CT521 Compression Tests, 6x12 and/or 4x8 Cylinders, including Holds $ 43.00 Each
T202 C495 Compression, Lightweight Insulating Concrete $ 133.00 Each T203 C42, C39 Concrete Cores Compression Test (excludes sampling) $ 88.00 Each
T204 C42 Drilling Cores from Shotcrete Panel (Lab) $ 138.00 Each T205 C109 C515 Compression, 2”x2”x2” Cube Specimen $ 60.00 Each T206 C496 Splitting Tensile Strength 6”x12” Cylinder $ 165.00 Each T207 C78 CT523 Flexural Strength Test (6”x6”x21” Beam) $ 166.00 Each T208 C157 Drying Shrinkage (Set of 3 bars, 4 readings, up to 90-days) $ 590.00 Each set
Effective: January 2026-June 2027 Page A4 of A5
Proposal No. 26-1065 Master Fee Schedule
CONCRETE
ID ASTM CTM
T209 C39 Unit Weight of Concrete Cylinders $ 55.00 Each T210 Review Existing Mix Design $ 110.00 Each
T211 Drilling Cores from Shotcrete Panel (Field) $ Quote Each T212 Core Trimming/Cutting $ 50.00 Each
MATERIALS TESTING
ID ASTM CTM UBC
T301 D2216 7-6 Fireproofing Density Test $ 125.00 Each
T302 Mechanically Spliced Reinforcing Tensile Test up to size No.11 $ 360.00 Each
T303 A416 Pre-Stress Still Strand (7 wire) Tensile and
Elongation $ 410.00 Each
T304 A615, A706 Reinforcing Tensile or Bend Up to No.8 $ 75.00 Each T305 A615, A706 Reinforcing Tensile or Bend No.9 to 11 $ 115.00 Each T306 A615, A706 Reinforcing Tensile or Bend No.12 to 14 $ 260.00 Each T307 N/A Welding Procedure Review $ 110.00 Each
T308 F606 Anchor Bolts, Studs, or Threaded Rods Tensile Test under 100,000 lbf $ 265.00 Each
T309 F606, F3125 Bolt A325 or A490 Wedge Tensile and Hardness up to ¾” $ 165.00 Each
T310 F606, F3125 Bolt A325 or A490 Wedge Tensile up to 1-1/8” in diameter, and Hardness $ 250.00 Each
T311 F606, F3125 Bolt A325 or A490 Wedge Tensile up to 1-1/4” in diameter, and Hardness $ 260.00 Each
T312 F606, F3125 Bolt A325 or A490 Wedge Tensile up to 1-3/8” in diameter, and Hardness $ 270.00 Each
T313 F606, F3125 Bolt A325 or A490 Wedge Tensile up to 1-1/2” in diameter, and Hardness $ 290.00 Each
T314 F606, A194 Nut - Hardness and Proof Load under 100,000 lbf $ 70.00 Each T315 F606, A194 Nut- Hardness and Proof Load Test 100,000- 120,000 lbf $ 85.00 Each
T316 F436 Washer- Hardness $ 55.00 Each
HOT MIX ASPHALT TESTING
ID ASTM CTM
T401 D1561 CT304 Laboratory Test Maximum Density (LTMD), Hveem $ 310.00 Each T402 D1560 CT304,
CT366 Stabilometer Value $ 360.00 Each
T403 CT305 Stability - Swell $ Quote Each
T404 CT308 Specific Gravity & Density of Core $ 110.00 Each T405 D2041 CT309 Theoretical Maximum Specific Gravity & Density (Rice) $ 260.00 Each
T406 CT370 Moisture Content by Microwave Oven $ 120.00 Each T407 D5444 CT202 Sieve Analysis of Extracted Aggregate Sample $ 190.00 Each T408 C136 CT202 Sieve Analysis of Bin Aggregate Sample, each $ 80.00 Each T409 C136 CT202 Sieve Analysis of Combined Aggregate Sample $ 250.00 Each T410 D6307 CT382 Asphalt Content by Ignition Oven (Bitumen Content) $ 310.00 Each T411 D6307 CT382 Asphalt Content by Ignition Oven (Correction Factor) $ 600.00 Each
T412 D1188 CT308 Unit Weight – Coated, Molded Specimen or Cores $ 110.00 Each T413 D2726,
D6926 Compacted Maximum Density – MARSHALL $ 260.00 Each
Effective: January 2026-June 2027 Page A5 of A5
Proposal No. 26-1065 Master Fee Schedule
HOT MIX ASPHALT TESTING
ID ASTM CTM
T414 D2172 Extraction, % Asphalt (Reflux) including wash and solvent charge $ 490.00 Each
T415 D2216 CT226 Emulsion Moisture Content by Oven $ 80.00 Each T416 AASHTO T59 CT331 Residue by Evaporation $ 240.00 Each T417 D3910 Wet Track Abrasion Test (WTAT) $ 250.00 Each T418 Core Trimming/Cutting $ 50.00 Each
MASONRY TESTING
ID ASTM UBC
T501 C140 Compression Test of CMU Block (gross) $ 105.00 Each T502 C140 Absorption & Moisture Content $ 90.00 Each
T503 C426 Linear Shrinkage $ 270.00 Each
T504 C140 Unit Weight $ 90.00 Each
T505 C140 Dimensional Measurements $ 60.00 Each
T506 C140 Compression Test of Masonry Core $ 105.00 Each T507 C39, C780 21-16 Compression Test of 2” x 4” Mortar Cylinder $ 60.00 Each T508 C1314 21-17 Compression Test of Composite Prism 8”x16” $ 270.00 Each T509 C1019 21-18 Compression Test of 3” x 3” x 6" Grout $ 105.00 Each T510 CBC 2105A.4 Shear on Masonry Cores, 2 Faces, 4” or 6” Cores $ 225.00 Each T511 Saw Cutting Coupons, or trimming from Masonry
Unit (Not Solid Units) $ 60.00 Each
T512 GPR Scanning for Reinforcement $ Quote Each
T513 Masonry Wall Coring $ Quote Each
T514 Masonry Wall Coring above 5 feet from floor $ Quote Each T515 C482 Veneer Bond Strength Shear Test-Onsite $ Quote Each T516 Saw Cutting Masonry Prisms (When required) $ 120.00 Each T517 Sample Pickup of Masonry Prisms (Added to
standard pickup fee) $ 20.00 Each
1 EXHIBIT B
GENERAL TERMS AND CONDITIONS
1. Status as Independent Contractor.
A. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of the City of Commerce or otherwise act on behalf of Commerce as an agent.
Neither the City of Commerce nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement.
Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the City of Commerce.
B. Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interests asserted against City by reason of the independent Consultant relationship created by this Agreement. In the event that City is audited by any Federal or State agency regarding the independent status of Consultant and the audit in any way fails to sustain the validity of a wholly independent Consultant relationship between City and Consultant, then Consultant agrees to reimburse City for all costs, including accounting and attorney's fees, arising out of such audit and any appeals relating thereto.
C. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant’s employees. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 1.
D. Consultant represents to the City, and City relies on Consultant’s representations, that Consultant shall serve solely in the capacity of an independent contractor to the City. Neither the City nor any of its agents will have control over the conduct of Consultant or any of Consultant’s employees, except as otherwise set forth in the Agreement. Consultant may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the City. The City has no duty, obligation, or responsibility to the Consultant’s agents or employees, including the Affordable Care Act coverage requirements. Consultant is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act with respect to Consultant’s agents and employees. Consultant warrants and represents that the City will not be responsible and will not be held liable for issues related to Consultant’s status as an independent contractor, including Consultant’s failure to comply with Consultant’s duties, obligations, and responsibilities under the Affordable Care Act.
Consultant further agrees to defend, indemnify, and hold the City harmless for any and 2 all taxes, claims, and penalties against the City related to Consultant’s obligations under the Affordable Care Act.
2. Standard of Performance
Consultant shall perform all work to the highest professional standards and in a manner reasonably satisfactory to the City Manager or his/her designee. No additional or different tasks or services shall be performed by Consultant other than those specified in Exhibit A.
3. Indemnification.
A. Consultant is skilled in the professional calling necessary to perform the services and duties agreed to be performed under this Agreement, and City is relying upon the skill and knowledge of Consultant to perform said services and duties.
B. City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "Indemnities") shall have no liability to Consultant or any other person for, and Consultant shall indemnify, defend, protect and hold harmless Indemnities from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "Claims"), which Indemnities may suffer or incur or to which Indemnities may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or other loss occurring as a result of or allegedly caused by Consultant’s performance of or failure to perform any services under this Agreement or by the negligent or willful acts or omissions of Consultant, its agents, officers, directors, subcontractor, sub consultant or employees, committed in performing any of the services under this Agreement. Notwithstanding the foregoing, the provisions of this subsection shall not apply to Claims occurring as a result of the City’s sole negligence or willful acts or omissions.
C. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor, sub consultant or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required in this Section, Consultant agrees to be fully responsible according to the terms of this Section. Failure of the City to monitor compliance with these requirements imposes no additional obligations on City and will in no way serve as a waiver of any rights hereunder. This obligation to indemnify and defend Indemnities as set forth herein shall survive the termination of this Agreement and is in addition to any rights which City may have under the law. This indemnity is effective without reference to the existence or applicability of any insurance coverage which may have been required under this Agreement or any additional insured endorsements which may extend to City.
3 4. Insurance.
A. Without limiting Consultant’s indemnification of Indemnities pursuant to Section 3 of this Agreement, Consultant shall obtain and provide and maintain at its own expense during the term of this Agreement the types and amounts of insurance as described below:
(I) Consultant shall maintain Commercial General Liability Insurance with coverage at least as broad as Insurance Services Office Commercial General Liability Form CG 00 01 in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(II) Consultant shall maintain Business Auto Coverage on ISO Business Auto Coverage Form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, nonowned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(III) Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance with on a state approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident for all covered losses; (IV) Consultant shall maintain Professional Liability or Errors and Omissions Insurance that covers the services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate.
Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
B. City, its officers, officials, employees and volunteers shall be named as additional insureds on the policy(ies) as to commercial general liability and automotive liability.
C. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved 4 by the City’s Risk Manager.
D. All insurance policies shall provide that the insurance coverage shall not be non-renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving City thirty (30) days' prior written notice thereof. Any such thirty (30) day notice shall be submitted to CITY via certified mail, return receipt requested, addressed to “Director of Human Resources & Risk Management,” City of Commerce, 2535 Commerce Way, Commerce, California, 90040. Consultant agrees that it will not cancel, reduce or otherwise modify said insurance coverage.
E. Consultant shall submit to City (I) insurance certificates indicating compliance with the minimum worker's compensation insurance requirements above, and (II) insurance policy endorsements indicating compliance with all other minimum insurance requirements above, not less than one (1) day prior to beginning of performance under this Agreement. Endorsements shall be executed on City’s appropriate standard forms entitled "Additional Insured Endorsement".
F. Consultant’s insurance shall be primary as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees and volunteers shall be excess of Consultant’s insurance and shall not contribute with it.
G. Consultant agrees that if it does not keep the aforesaid insurance in full force and effect, and such insurance is available at a reasonable cost. City may take out the necessary insurance and pay the premium thereon, and the repayment thereof shall be deemed an obligation of Consultant’s and the cost of such insurance may be deducted, at the option of City, from payments due Consultant.
5. Release of Information/Confidentiality.
A. Consultant in the course of its duties may have access to confidential data of City, private individuals, or employees of the City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant, its officers, employees, agents, or subconsultants, shall not without written authorization from the City Manager, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. Consultant’s covenant under this section shall survive the termination of this Agreement.
5 B. Consultant shall promptly notify City should Consultant, its officers, employees, agents, or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any person or party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing, or similar proceeding. Consultant agrees to cooperate fully with City and to provide the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response
6. Ownership of Work Product.
A. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by the City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of the City or its designees at reasonable times to such books and records; shall give the City the right to examine and audit said books and records; shall permit the City to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.
B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files, Consultant shall make available to the City, at the Consultant's office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files.
7. Conflict of Interest.
A. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Consultant under this Agreement, or which would conflict in any manner with the performance of its services hereunder. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it.
Furthermore, Consultant shall avoid the appearance of having any interest which would conflict in any manner with the performance of its services pursuant to this Agreement. 6 B. Consultant covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to City as a result of the performance of this Agreement, or the services that may be procured by the City as a result of the recommendations made by Consultant’s covenants under this section shall survive the termination of this Agreement.
8. Termination. Notwithstanding any other provision, this Agreement may be duly terminated at any time by the City at its sole discretion with or without cause by serving upon the consultant at least ten (10) days prior written notice (“Notice of Termination”).
Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. Unless expressly agreed upon in writing by the City, the City shall not be obligated to pay for any services rendered nor any costs or expenses paid or incurred after the date of termination. The effective date of termination shall be upon the date specified in the written Notice of Termination.
Consultant agrees that in the event of such termination, Consultant must refund the City its prorated share, except for services satisfactorily rendered prior to the effective date of termination. Immediately upon receiving written Notice of Termination, Consultant shall discontinue performing services, preserve the product of the services and upon payment for services, turn over to City the product of the services in accordance with written instructions of City.
In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City.
9. Personnel. Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services.
Consultant reserves the right to determine the assignment of its own employees to the performance of Consultant’s services under this Agreement, but City reserves the right, for good cause, to require Consultant to exclude any employee from performing services on City's premises.
10. Non-Discrimination and Equal Employment Opportunity.
A. Consultant shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement, and will comply with all rules and regulations of City relating thereto. Such nondiscrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.
7 B. Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation.
C. Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials.
11. Assignment. Consultant shall not assign or transfer any interest in this Agreement nor the performance of any of Consultant obligations hereunder, without the prior written consent of City, and any attempt by Consultant to assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect.
12. Performance Evaluation. For any Agreement in effect for twelve months or longer, the City Manager may require a written annual administrative performance evaluation within ninety (90) days of the first anniversary of the effective date of this Agreement, and each year thereafter throughout the term of this Agreement. The work product required by this Agreement shall be utilized as the basis for review, and any comments or complaints received by City during the review period, either orally or in writing, shall be considered. City shall meet with Consultant prior to preparing the written report. If any noncompliance with the Agreement is found, City may direct Consultant to correct the inadequacies, or, in the alternative, may terminate this Agreement as provided herein.
13. Compliance with Laws. Consultant shall keep itself informed of State, Federal and Local laws, ordinances, codes and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. Consultant shall at all times comply with such laws, ordinances, codes and regulations. The City, its officers and employees shall not be liable at law or in equity occasioned by failure of Consultant to comply with this Section.
14. Licenses. At all times during the term of this Agreement, Consultant shall have in full force and effect all licenses (including a City business license) required of it by law for performance of the services hereunder.
15. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default.
16. Attorney's Fees. In the event that either party to this Agreement shall commence 8 any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs, including costs of expert witnesses and Consultant.
17. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during Consultant regular business hours or by facsimile before or during Consultant regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section.
18. Governing Law. This Agreement shall be construed and interpreted both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. However, the Parties may agree to submit any dispute to non-binding arbitration.
19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and all of which together shall constitute one and the same instrument.
20. Severability. If any provision or any part of any provision of this Agreement is found to be invalid or unenforceable, the balance of this Agreement shall remain in full force and effect.
21. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the Parties which expressly refers to this Agreement. Amendments on behalf of the City will only be valid if signed by the Mayor and attested by the City Clerk.
22. Authority. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she has the authority to execute this Agreement on behalf of Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.
23. Force Majeure. A Party’s performance of any obligation under this Agreement shall be suspended if, and to the extent that, the Party is unable to perform because of any event of Force Majeure. In any such event, the Party unable to perform shall be required to resume performance of its obligations under this Agreement upon the termination of the event or cause that excused performance hereunder. “Force Majeure” 9 herein means an event which is beyond the reasonable control of a Party, including without limitation, (a) acts of God including flood, fire, earthquake, hurricane or explosion, pandemic; (b) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (c) government order or law that prevents either Party from performing its obligations as set forth in this Agreement; (d) actions, embargoes or blockades in effect on or after the date of this Agreement; (e) action by any governmental authority that prevents either Party from performing its obligations as set forth in this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances, other than those involving the affected parties employees; (h) shortage of adequate power or transportation facilities.
Neither Party shall be liable for any delay or default in, or failure of, performance resulting from or arising out of any Force Majeure event, and no such delay, default in, or failure of performance shall constitute a breach by either Party hereunder. Where a Force Majeure event gives rise to a failure or delay in either Party performing its obligations under this Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure event. A Party who becomes aware of a Force Majeure event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will forthwith notify the other and inform the other of the period for which it is estimated that such failure or delay will continue. The affected Party shall take reasonable steps to mitigate the effects of the Force Majeure event.