Concord City Council
June 11, 2024

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EXHIBIT “A”

CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CONSULTANT, thei r agents, representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE.

Coverage shall be at least as broad as:

1. Commercial General Liability Policy. CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damage.

3. Professional Liability Coverage (Errors and Omissions). CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

4. Workers Compensation. CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.

CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.

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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

The policies are to contain, or be endorsed to contain the following provisions:

1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.

2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT'S insurance and shall not contribute with it.

3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents, employees, or volunteers.

4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A-7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontracted to a third party. CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.

MASTER AGREEMENT FOR PROFESSIONAL SERVICES
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THIS AGREEMENT made and entered into on July 1, 2024 by and between the City of Concord , a California municipal corporation, (hereinafter "CITY"), located in the County of Contra Costa, State of California, and Ninyo & Moore (hereinafter “CONSULTANT”), whose address is 5710 Ruffin Road, San Diego, Ca, 92123.

THE PARTIES ENTER THIS AGREEMENT based upon the following facts, understandings and intentions:

CITY desires to contract with CONSULTANT and CONSULTANT to contract with CITY for provision by CONSULTANT to CITY for professional services as further described herein, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties herein contained, the parties hereto agree as follows:

1. SERVICES.

CONSULTANT shall provide services for specific projects as may be requested by CITY; such services shall be defined, scheduled and authorized in subsequent Task Orders. Services may include, but not be limited to:
• Geotechnical Services
• Materials Testing Services
CONSULTANT shall be an independent contractor and shall have responsibility for and control over the details and means of providing its services under this AGREEMENT. CONSULTANT agrees that its services shall be performed with due diligence and in accordance with generally accepted engineering practices.

CONSULTANT shall use its best efforts to perform and coordinate all activities in a timely manner so that the projects will be completed according to the established project schedules.

2. AUTHORIZED REPRESENTATIVES.

Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’S authorized representative shall be the City Engineer. Said representative is authorized to execute Task Orders on behalf of CITY, including providing for CONSULTANT to be compensated not more than $200,000.00 for each project. Task Orders

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providing for more than $200,000.00 compensation for one project shall be presented to the City Council for its consideration and approval.

CONSULTANT authorized representative shall be Marlene K. Watson, Principal Engineer.

3. COMPENSATION.

CONSULTANT shall be compensated, not to exceed $300,000.00 per fiscal year for basic services rendered under Section 1, as more particularly described in authorized Task Orders, in accordance with the terms and conditions included therein.

CONSULTANT may submit monthly statements for services rendered ; all statements shall include adequate documentation demonstrating work performed during the billing period and shall conform to Federal Funding invoicing requirements, if applicable . It is intended that payments to CONSULTANT will be made by CITY within 45 (forty-five) days of receipt of invoice. Consultant’s failure to secure CITY’s written authorization for additional compensation or changes to the Scope of Work shall constitute a waiver o f any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relief.

4. INDEMNIFICATION.

A. For Design Professional Services Only . Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimburse the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, employees, agents and volunteers) from and against any and all claims, demands, actions, losses, damages, injuries, and liability (including all attorn ey's fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’S part shall not apply to demands, action s, losses, damages, injuries, and liability arising out of sole negligence or willful misconduct on the part of CITY.

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5. OWNERSHIP AND MAINTENANCE OF DOCUMENTS.

All documents furnished by CONSULTANT pursuant to this AGREEMENT are instruments of CONSULTANT’s services in respect to this project. They are not intended nor represented to be suitable for reuse by others on extensions of this project or on any other p roject. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expenses to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.

CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document deliverables are presented to the CITY. Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without restriction or limitations on their use.

CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.

6. STANDARD OF PERFORMANCE.

CONSULTANT represents to CITY that the services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.

7. INSURANCE REQUIRED.

CONSULTANT agrees to have and maintain the policies set forth in Exhibit A entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this

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Agreement by both parties. These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.

8. SUSPENSION OF WORK.

CITY may, at any time, by written notice, suspend further performance by CONSULTANT, and CONSULTANT shall immediately cease performance . All suspensions shall extend the time schedule for performance in a mutually satisfactory manner, and CONSULTANT shall be paid for services performed and reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTA NT shall not receive any payment for services.

9. TERMINATION.

CITY may terminate this Agreement for any reason upon ten (10) days written notice to the other party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT s hall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the effective date of such termination, all of which shall become CITY’s sole property. After receipt of the Work Materials, CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.

10. COMPLIANCE WITH CIVIL RIGHTS.

During the performance of this contract, CONSULTANT agrees as follows:

A. Equal Employment Opportunity . In connection with the execution of this AGREEMENT, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for traini ng including apprenticeship.

B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.

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C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notified by CONSULTANT of CONSULTANT’S obligation under this AGREEMENT and the regulations relative to nondiscrimination on the basis of any protected class pursuant to California law.

11. CONFLICT OF INTEREST.

A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CON SULTANT’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express w ritten consent of the CITY. CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.

B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because CONSULTANT:
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) Possesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)

12. INDEPENDENT CONTRACTOR.

In assuming and performing the services, CONSULTANT is an independent contractor and shall not be eligible for any benefits, which the CITY may provide its employees, except as expressly provided for in the AGREEMENT. All persons, if any, hired by CONSULTA NT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT shall have responsibility for and control over the means of providing services under this AGREEMENT.

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13. COMPLIANCE WITH LAWS.

CONSULTANT shall comply with all applicable federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses and permits for the conduct of its business and the performance of the services.

14. CHOICE OF LAW.

This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction.

In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.

15. NON-WAIVER.

The waiver by either party of any breach of any term, covenant, or condition contained in the AGREEMENT, or any default in their performance of any obligations under the AGREEMENT shall not be deemed to be a waiver of any other breach or default of the s ame or any other term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.

16. ENFORCEABILITY; INTERPRETATION.

In the event that any of the provisions or portions of application of any of the provisions of the AGREEMENT are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the AGREEMENT with a view toward affecting the purpose of the AGREEMENT. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the AGREEMENT shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the AGREEMENT. This Agreement shall be interpreted as though it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.

17. INTEGRATION.

The AGREEMENT contains the entire AGREEMENT and understanding between the parties as to the subject matter of this AGREEMENT. It merges and supersedes all prior or contemporaneous agreements, commitments, representation, writings, and discussions between CONSULTANT and CITY, whether oral or written.

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18. SUCCESSORS AND ASSIGNS : NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE.

CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY's prior written c onsent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement i s not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.

19. FINANCIAL RECORDS.

Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this AGREEMENT will be kept on a generally recognized accounting basis and made available to CITY if and when required.

20. NOTICES.

All notices required hereunder shall be in writing and mailed postage prepaid by Certified or Registered mail, return receipt requested, or by personal delivery to the CITY's address as shown below, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.

To CITY Carlton Thompson, City Engineer
Community Development Department
City of Concord
1950 Parkside Drive
Concord, CA 94519
Phone: 925-6713182
Email: [email protected]

To CONSULTANT Marlene K. Watson, Principal Engineer Ninyo & Moore
5710 Ruffin Road
San Diego, Ca 92123
Phone: 510-343-3000 ext. 15230
Email: [email protected]

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21. TERM.

The term of this AGREEMENT shall be from the date executed above through June 30, 2026, with the option of one one-year extension upon mutual agreement by both CITY and CONSULTANT. The City Manager is authorized to approve the extension.

22. NON-LIABILITY.

No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.

23. EXECUTION.

Each individual or entity executing this Agreement on behalf of CONSULTANT represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of CONSULTANT and that such execution is binding upon CONSULTANT.

This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agr eement, it shall not be necessary to produce or account for more than one such counterpart.

[Signatures follow on next page]

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IN WITNESS WHEREOF, the parties have executed this AGREEMENT in three (3) copies as of the date and year first written above.

Ninyo & Moore CITY OF CONCORD

By:_________________________________ By:______________________________

APPROVED AS TO FORM: ATTEST:

Susanne Meyer Brown Joelle Fockler, MMC
City Attorney City Clerk

Date:

FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date:

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 24/25 TO PAY THE ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.

THE SUM OF $300,000.00. Account Code .

Finance Director's Signature

Name: Marlene K. Watson Name: Valerie Barone
Title: Principal Engineer Title: City Manager
Address: 5710 Ruffin Road Address: 1950 Parkside Drive, MS 01 San Diego, Ca 92123 Concord, CA 94519
Telephone:510-343-3000 ext. 15230 Telephone: (925) 671-3175

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EXHIBIT “A”

CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CONSULTANT, thei r agents, representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE.

Coverage shall be at least as broad as:

1. Commercial General Liability Policy. CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damage.

3. Professional Liability Coverage (Errors and Omissions). CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

4. Workers Compensation. CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.

CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.

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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

The policies are to contain, or be endorsed to contain the following provisions:

1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.

2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT'S insurance and shall not contribute with it.

3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents, employees, or volunteers.

4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A-7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontracted to a third party. CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.

Geotechnical Services

Materials Testing Services

MASTER AGREEMENT FOR PROFESSIONAL SERVICES
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THIS AGREEMENT made and entered into on July 1, 2024 by and between the City of Concord , a California municipal corporation, (hereinafter "CITY"), located in the County of Contra Costa, State of California, and O'Dell Engineering (hereinafter “CONSULTANT”), whose address is 6200 Stoneridge Mall Rd, Suite 330, Pleasanton, Ca, 94588.

THE PARTIES ENTER THIS AGREEMENT based upon the following facts, understandings and intentions:

CITY desires to contract with CONSULTANT and CONSULTANT to contract with CITY for provision by CONSULTANT to CITY for professional services as further described herein, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties herein contained, the parties hereto agree as follows:

1. SERVICES.

CONSULTANT shall provide services for specific projects as may be requested by CITY; such services shall be defined, scheduled and authorized in subsequent Task Orders. Services may include, but not be limited to:
• Design Services Landscaping
CONSULTANT shall be an independent contractor and shall have responsibility for and control over the details and means of providing its services under this AGREEMENT. CONSULTANT agrees that its services shall be performed with due diligence and in accordance with generally accepted engineering practices.

CONSULTANT shall use its best efforts to perform and coordinate all activities in a timely manner so that the projects will be completed according to the established project schedules.

2. AUTHORIZED REPRESENTATIVES.

Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’S authorized representative shall be the City Engineer. Said representative is authorized to execute Task Orders on behalf of CITY, including providing for CONSULTANT to be compensated not more than $200,000.00 for each project. Task Orders

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providing for more than $200,000.00 compensation for one project shall be presented to the City Council for its consideration and approval.

CONSULTANT authorized representative shall be Nicole Gallego, Marketing Manager.

3. COMPENSATION.

CONSULTANT shall be compensated, not to exceed $300,000.00 per fiscal year for basic services rendered under Section 1, as more particularly described in authorized Task Orders, in accordance with the terms and conditions included therein.

CONSULTANT may submit monthly statements for services rendered ; all statements shall include adequate documentation demonstrating work performed during the billing period and shall conform to Federal Funding invoicing requirements, if applicable . It is intended that payments to CONSULTANT will be made by CITY within 45 (forty-five) days of receipt of invoice. Consultant’s failure to secure CITY’s written authorization for additional compensation or changes to the Scope of Work shall constitute a waiver o f any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relief.

4. INDEMNIFICATION.

A. For Design Professional Services Only . Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimburse the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, employees, agents and volunteers) from and against any and all claims, demands, actions, losses, damages, injuries, and liability (including all attorn ey's fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’S part shall not apply to demands, action s, losses, damages, injuries, and liability arising out of sole negligence or willful misconduct on the part of CITY.

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5. OWNERSHIP AND MAINTENANCE OF DOCUMENTS.

All documents furnished by CONSULTANT pursuant to this AGREEMENT are instruments of CONSULTANT’s services in respect to this project. They are not intended nor represented to be suitable for reuse by others on extensions of this project or on any other p roject. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expenses to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.

CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document deliverables are presented to the CITY. Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without restriction or limitations on their use.

CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.

6. STANDARD OF PERFORMANCE.

CONSULTANT represents to CITY that the services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.

7. INSURANCE REQUIRED.

CONSULTANT agrees to have and maintain the policies set forth in Exhibit A entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this

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Agreement by both parties. These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.

8. SUSPENSION OF WORK.

CITY may, at any time, by written notice, suspend further performance by CONSULTANT, and CONSULTANT shall immediately cease performance . All suspensions shall extend the time schedule for performance in a mutually satisfactory manner, and CONSULTANT shall be paid for services performed and reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTA NT shall not receive any payment for services.

9. TERMINATION.

CITY may terminate this Agreement for any reason upon ten (10) days written notice to the other party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT s hall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the effective date of such termination, all of which shall become CITY’s sole property. After receipt of the Work Materials, CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.

10. COMPLIANCE WITH CIVIL RIGHTS.

During the performance of this contract, CONSULTANT agrees as follows:

A. Equal Employment Opportunity . In connection with the execution of this AGREEMENT, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for traini ng including apprenticeship.

B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.

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C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notified by CONSULTANT of CONSULTANT’S obligation under this AGREEMENT and the regulations relative to nondiscrimination on the basis of any protected class pursuant to California law.

11. CONFLICT OF INTEREST.

A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CON SULTANT’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express w ritten consent of the CITY. CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.

B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because CONSULTANT:
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) Possesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)

12. INDEPENDENT CONTRACTOR.

In assuming and performing the services, CONSULTANT is an independent contractor and shall not be eligible for any benefits, which the CITY may provide its employees, except as expressly provided for in the AGREEMENT. All persons, if any, hired by CONSULTA NT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT shall have responsibility for and control over the means of providing services under this AGREEMENT.

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13. COMPLIANCE WITH LAWS.

CONSULTANT shall comply with all applicable federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses and permits for the conduct of its business and the performance of the services.

14. CHOICE OF LAW.

This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction.

In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.

15. NON-WAIVER.

The waiver by either party of any breach of any term, covenant, or condition contained in the AGREEMENT, or any default in their performance of any obligations under the AGREEMENT shall not be deemed to be a waiver of any other breach or default of the s ame or any other term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.

16. ENFORCEABILITY; INTERPRETATION.

In the event that any of the provisions or portions of application of any of the provisions of the AGREEMENT are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the AGREEMENT with a view toward affecting the purpose of the AGREEMENT. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the AGREEMENT shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the AGREEMENT. This Agreement shall be interpreted as though it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.

17. INTEGRATION.

The AGREEMENT contains the entire AGREEMENT and understanding between the parties as to the subject matter of this AGREEMENT. It merges and supersedes all prior or contemporaneous agreements, commitments, representation, writings, and discussions between CONSULTANT and CITY, whether oral or written.

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18. SUCCESSORS AND ASSIGNS : NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE.

CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY's prior written c onsent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement i s not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.

19. FINANCIAL RECORDS.

Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this AGREEMENT will be kept on a generally recognized accounting basis and made available to CITY if and when required.

20. NOTICES.

All notices required hereunder shall be in writing and mailed postage prepaid by Certified or Registered mail, return receipt requested, or by personal delivery to the CITY's address as shown below, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.

To CITY Carlton Thompson, City Engineer
Community Development Department
City of Concord
1950 Parkside Drive
Concord, CA 94519
Phone: 925-6713182
Email: [email protected]

To CONSULTANT Nicole Gallego, Marketing Manager
O'Dell Engineering
6200 Stoneridge Mall Rd, Suite 330
Pleasanton, Ca 94588
Phone: 209-497-4054
Email: [email protected]

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21. TERM.

The term of this AGREEMENT shall be from the date executed above through June 30, 2026, with the option of one one-year extension upon mutual agreement by both CITY and CONSULTANT. The City Manager is authorized to approve the extension.

22. NON-LIABILITY.

No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.

23. EXECUTION.

Each individual or entity executing this Agreement on behalf of CONSULTANT represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of CONSULTANT and that such execution is binding upon CONSULTANT.

This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agr eement, it shall not be necessary to produce or account for more than one such counterpart.

[Signatures follow on next page]

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IN WITNESS WHEREOF, the parties have executed this AGREEMENT in three (3) copies as of the date and year first written above.

O'Dell Engineering CITY OF CONCORD

By:_________________________________ By:______________________________

APPROVED AS TO FORM: ATTEST:

Susanne Meyer Brown Joelle Fockler, MMC
City Attorney City Clerk

Date:

FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date:

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 24/25 TO PAY THE ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.

THE SUM OF $300,000.00. Account Code .

Finance Director's Signature

Name: Nicole Gallego Name: Valerie Barone
Title: Marketing Manager Title: City Manager
Address: 6200 Stoneridge Mall Rd, Suite 330 Address: 1950 Parkside Drive, MS 01 Pleasanton, Ca 94588 Concord, CA 94519
Telephone:209-497-4054 Telephone: (925) 671-3175

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EXHIBIT “A”

CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CONSULTANT, thei r agents, representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE.

Coverage shall be at least as broad as:

1. Commercial General Liability Policy. CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damage.

3. Professional Liability Coverage (Errors and Omissions). CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

4. Workers Compensation. CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.

CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.

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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

The policies are to contain, or be endorsed to contain the following provisions:

1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.

2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT'S insurance and shall not contribute with it.

3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents, employees, or volunteers.

4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A-7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontracted to a third party. CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.

MASTER AGREEMENT FOR PROFESSIONAL SERVICES
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THIS AGREEMENT made and entered into on July 1, 2024 by and between the City of Concord , a California municipal corporation, (hereinafter "CITY"), located in the County of Contra Costa, State of California, and Pavement Engineering, Inc. (hereinafter “CONSULTANT”), whose address is 3485 Sacramento Drive, Suite A, San Luis Obispo, Ca, 93401.

THE PARTIES ENTER THIS AGREEMENT based upon the following facts, understandings and intentions:

CITY desires to contract with CONSULTANT and CONSULTANT to contract with CITY for provision by CONSULTANT to CITY for professional services as further described herein, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties herein contained, the parties hereto agree as follows:

1. SERVICES.

CONSULTANT shall provide services for specific projects as may be requested by CITY; such services shall be defined, scheduled and authorized in subsequent Task Orders. Services may include, but not be limited to:
• Pavement Management Inspection Services
CONSULTANT shall be an independent contractor and shall have responsibility for and control over the details and means of providing its services under this AGREEMENT. CONSULTANT agrees that its services shall be performed with due diligence and in accordance with generally accepted engineering practices.

CONSULTANT shall use its best efforts to perform and coordinate all activities in a timely manner so that the projects will be completed according to the established project schedules.

2. AUTHORIZED REPRESENTATIVES.

Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’S authorized representative shall be the City Engineer. Said representative is authorized to execute Task Orders on behalf of CITY, including providing for CONSULTANT to be compensated not more than $200,000.00 for each project. Task Orders

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providing for more than $200,000.00 compensation for one project shall be presented to the City Council for its consideration and approval.

CONSULTANT authorized representative shall be Joe Ririe, PE.

3. COMPENSATION.

CONSULTANT shall be compensated, not to exceed $300,000.00 per fiscal year for basic services rendered under Section 1, as more particularly described in authorized Task Orders, in accordance with the terms and conditions included therein.

CONSULTANT may submit monthly statements for services rendered ; all statements shall include adequate documentation demonstrating work performed during the billing period and shall conform to Federal Funding invoicing requirements, if applicable . It is intended that payments to CONSULTANT will be made by CITY within 45 (forty-five) days of receipt of invoice. Consultant’s failure to secure CITY’s written authorization for additional compensation or changes to the Scope of Work shall constitute a waiver o f any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relief.

4. INDEMNIFICATION.

A. For Design Professional Services Only . Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimburse the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, employees, agents and volunteers) from and against any and all claims, demands, actions, losses, damages, injuries, and liability (including all attorn ey's fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’S part shall not apply to demands, action s, losses, damages, injuries, and liability arising out of sole negligence or willful misconduct on the part of CITY.

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5. OWNERSHIP AND MAINTENANCE OF DOCUMENTS.

All documents furnished by CONSULTANT pursuant to this AGREEMENT are instruments of CONSULTANT’s services in respect to this project. They are not intended nor represented to be suitable for reuse by others on extensions of this project or on any other p roject. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expenses to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.

CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document deliverables are presented to the CITY. Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without restriction or limitations on their use.

CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.

6. STANDARD OF PERFORMANCE.

CONSULTANT represents to CITY that the services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.

7. INSURANCE REQUIRED.

CONSULTANT agrees to have and maintain the policies set forth in Exhibit A entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this

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Agreement by both parties. These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.

8. SUSPENSION OF WORK.

CITY may, at any time, by written notice, suspend further performance by CONSULTANT, and CONSULTANT shall immediately cease performance . All suspensions shall extend the time schedule for performance in a mutually satisfactory manner, and CONSULTANT shall be paid for services performed and reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTA NT shall not receive any payment for services.

9. TERMINATION.

CITY may terminate this Agreement for any reason upon ten (10) days written notice to the other party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT s hall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the effective date of such termination, all of which shall become CITY’s sole property. After receipt of the Work Materials, CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.

10. COMPLIANCE WITH CIVIL RIGHTS.

During the performance of this contract, CONSULTANT agrees as follows:

A. Equal Employment Opportunity . In connection with the execution of this AGREEMENT, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for traini ng including apprenticeship.

B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.

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C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notified by CONSULTANT of CONSULTANT’S obligation under this AGREEMENT and the regulations relative to nondiscrimination on the basis of any protected class pursuant to California law.

11. CONFLICT OF INTEREST.

A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CON SULTANT’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express w ritten consent of the CITY. CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.

B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because CONSULTANT:
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) Possesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)

12. INDEPENDENT CONTRACTOR.

In assuming and performing the services, CONSULTANT is an independent contractor and shall not be eligible for any benefits, which the CITY may provide its employees, except as expressly provided for in the AGREEMENT. All persons, if any, hired by CONSULTA NT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT shall have responsibility for and control over the means of providing services under this AGREEMENT.

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13. COMPLIANCE WITH LAWS.

CONSULTANT shall comply with all applicable federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses and permits for the conduct of its business and the performance of the services.

14. CHOICE OF LAW.

This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction.

In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.

15. NON-WAIVER.

The waiver by either party of any breach of any term, covenant, or condition contained in the AGREEMENT, or any default in their performance of any obligations under the AGREEMENT shall not be deemed to be a waiver of any other breach or default of the s ame or any other term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.

16. ENFORCEABILITY; INTERPRETATION.

In the event that any of the provisions or portions of application of any of the provisions of the AGREEMENT are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the AGREEMENT with a view toward affecting the purpose of the AGREEMENT. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the AGREEMENT shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the AGREEMENT. This Agreement shall be interpreted as though it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.

17. INTEGRATION.

The AGREEMENT contains the entire AGREEMENT and understanding between the parties as to the subject matter of this AGREEMENT. It merges and supersedes all prior or contemporaneous agreements, commitments, representation, writings, and discussions between CONSULTANT and CITY, whether oral or written.

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18. SUCCESSORS AND ASSIGNS : NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE.

CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY's prior written c onsent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement i s not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.

19. FINANCIAL RECORDS.

Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this AGREEMENT will be kept on a generally recognized accounting basis and made available to CITY if and when required.

20. NOTICES.

All notices required hereunder shall be in writing and mailed postage prepaid by Certified or Registered mail, return receipt requested, or by personal delivery to the CITY's address as shown below, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.

To CITY Carlton Thompson, City Engineer
Community Development Department
City of Concord
1950 Parkside Drive
Concord, CA 94519
Phone: 925-6713182
Email: [email protected]

To CONSULTANT Joe Ririe, PE
Pavement Engineering, Inc.
3485 Sacramento Drive, Suite A
San Luis Obispo, Ca 93401
Phone: 805-781-2265
Email: [email protected]

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21. TERM.

The term of this AGREEMENT shall be from the date executed above through June 30, 2026, with the option of one one-year extension upon mutual agreement by both CITY and CONSULTANT. The City Manager is authorized to approve the extension.

22. NON-LIABILITY.

No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.

23. EXECUTION.

Each individual or entity executing this Agreement on behalf of CONSULTANT represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of CONSULTANT and that such execution is binding upon CONSULTANT.

This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agr eement, it shall not be necessary to produce or account for more than one such counterpart.

[Signatures follow on next page]

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IN WITNESS WHEREOF, the parties have executed this AGREEMENT in three (3) copies as of the date and year first written above.

Pavement Engineering, Inc. CITY OF CONCORD

By:_________________________________ By:______________________________

APPROVED AS TO FORM: ATTEST:

Susanne Meyer Brown Joelle Fockler, MMC
City Attorney City Clerk

Date:

FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date:

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 24/25 TO PAY THE ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.

THE SUM OF $300,000.00. Account Code .

Finance Director's Signature

Name: Joe Ririe Name: Valerie Barone
Title: PE Title: City Manager
Address: 3485 Sacramento Drive, Suite A Address: 1950 Parkside Drive, MS 01 San Luis Obispo, Ca 93401 Concord, CA 94519
Telephone:805-781-2265 Telephone: (925) 671-3175

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EXHIBIT “A”

CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CONSULTANT, thei r agents, representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE.

Coverage shall be at least as broad as:

1. Commercial General Liability Policy. CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damage.

3. Professional Liability Coverage (Errors and Omissions). CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

4. Workers Compensation. CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.

CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.

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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

The policies are to contain, or be endorsed to contain the following provisions:

1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.

2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT'S insurance and shall not contribute with it.

3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents, employees, or volunteers.

4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A-7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontracted to a third party. CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.

MASTER AGREEMENT FOR PROFESSIONAL SERVICES
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THIS AGREEMENT made and entered into on July 1, 2024 by and between the City of Concord , a California municipal corporation, (hereinafter "CITY"), located in the County of Contra Costa, State of California, and Psomas (hereinafter “CONSULTANT”), whose address is 1660 Olympic Boulevard, Suite 300 , Walnut Creek, Ca, 94596.

THE PARTIES ENTER THIS AGREEMENT based upon the following facts, understandings and intentions:

CITY desires to contract with CONSULTANT and CONSULTANT to contract with CITY for provision by CONSULTANT to CITY for professional services as further described herein, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties herein contained, the parties hereto agree as follows:

1. SERVICES.

CONSULTANT shall provide services for specific projects as may be requested by CITY; such services shall be defined, scheduled and authorized in subsequent Task Orders. Services may include, but not be limited to:
• CCTV Pipeline Services
• Utility Location Services
CONSULTANT shall be an independent contractor and shall have responsibility for and control over the details and means of providing its services under this AGREEMENT. CONSULTANT agrees that its services shall be performed with due diligence and in accordance with generally accepted engineering practices.

CONSULTANT shall use its best efforts to perform and coordinate all activities in a timely manner so that the projects will be completed according to the established project schedules.

2. AUTHORIZED REPRESENTATIVES.

Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’S authorized representative shall be the City Engineer. Said representative is authorized to execute Task Orders on behalf of CITY, including providing for CONSULTANT to be compensated not more than $200,000.00 for each project. Task Orders

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providing for more than $200,000.00 compensation for one project shall be presented to the City Council for its consideration and approval.

CONSULTANT authorized representative shall be Tom Pilarski , Vice President / Project Director.

3. COMPENSATION.

CONSULTANT shall be compensated, not to exceed $300,000.00 per fiscal year for basic services rendered under Section 1, as more particularly described in authorized Task Orders, in accordance with the terms and conditions included therein.

CONSULTANT may submit monthly statements for services rendered ; all statements shall include adequate documentation demonstrating work performed during the billing period and shall conform to Federal Funding invoicing requirements, if applicable . It is intended that payments to CONSULTANT will be made by CITY within 45 (forty-five) days of receipt of invoice. Consultant’s failure to secure CITY’s written authorization for additional compensation or changes to the Scope of Work shall constitute a waiver o f any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relief.

4. INDEMNIFICATION.

A. For Design Professional Services Only . Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimburse the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, employees, agents and volunteers) from and against any and all claims, demands, actions, losses, damages, injuries, and liability (including all attorn ey's fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This

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indemnification obligation on CONSULTANT’S part shall not apply to demands, actions, losses, damages, injuries, and liability arising out of sole negligence or willful misconduct on the part of CITY.

5. OWNERSHIP AND MAINTENANCE OF DOCUMENTS.

All documents furnished by CONSULTANT pursuant to this AGREEMENT are instruments of CONSULTANT’s services in respect to this project. They are not intended nor represented to be suitable for reuse by others on extensions of this project or on any other p roject. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expenses to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.

CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document deliverables are presented to the CITY. Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without restriction or limitations on their use.

CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.

6. STANDARD OF PERFORMANCE.

CONSULTANT represents to CITY that the services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.

7. INSURANCE REQUIRED.

CONSULTANT agrees to have and maintain the policies set forth in Exhibit A entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies,

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endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this Agreement by both parties. These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.

8. SUSPENSION OF WORK.

CITY may, at any time, by written notice, suspend further performance by CONSULTANT, and CONSULTANT shall immediately cease performance . All suspensions shall extend the time schedule for performance in a mutually satisfactory manner, and CONSULTANT shall be paid for services performed and reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTA NT shall not receive any payment for services.

9. TERMINATION.

CITY may terminate this Agreement for any reason upon ten (10) days written notice to the other party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT s hall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the effective date of such termination, all of which shall become CITY’s sole property. After receipt of the Work Materials, CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.

10. COMPLIANCE WITH CIVIL RIGHTS.

During the performance of this contract, CONSULTANT agrees as follows:

A. Equal Employment Opportunity . In connection with the execution of this AGREEMENT, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for traini ng including apprenticeship.

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B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.

C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notified by CONSULTANT of CONSULTANT’S obligation under this AGREEMENT and the regulations relative to nondiscrimination on the basis of any protected class pursuant to California law.

11. CONFLICT OF INTEREST.

A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CON SULTANT’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express w ritten consent of the CITY. CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.

B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because CONSULTANT:
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) Possesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)

12. INDEPENDENT CONTRACTOR.

In assuming and performing the services, CONSULTANT is an independent contractor and shall not be eligible for any benefits, which the CITY may provide its employees, except as expressly provided for in the AGREEMENT. All persons, if any, hired by CONSULTA NT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT

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shall have responsibility for and control over the means of providing services under this AGREEMENT.

13. COMPLIANCE WITH LAWS.

CONSULTANT shall comply with all applicable federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses and permits for the conduct of its business and the performance of the services.

14. CHOICE OF LAW.

This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction.

In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.

15. NON-WAIVER.

The waiver by either party of any breach of any term, covenant, or condition contained in the AGREEMENT, or any default in their performance of any obligations under the AGREEMENT shall not be deemed to be a waiver of any other breach or default of the s ame or any other term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.

16. ENFORCEABILITY; INTERPRETATION.

In the event that any of the provisions or portions of application of any of the provisions of the AGREEMENT are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the AGREEMENT with a view toward affecting the purpose of the AGREEMENT. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the AGREEMENT shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the AGREEMENT. This Agreement shall be interpreted as though it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.

17. INTEGRATION.

The AGREEMENT contains the entire AGREEMENT and understanding between the parties as to the subject matter of this AGREEMENT. It merges and supersedes all prior or contemporaneous agreements,

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commitments, representation, writings, and discussions between CONSULTANT and CITY, whether oral or written.

18. SUCCESSORS AND ASSIGNS : NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE.

CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY's prior written c onsent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement i s not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.

19. FINANCIAL RECORDS.

Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this AGREEMENT will be kept on a generally recognized accounting basis and made available to CITY if and when required.

20. NOTICES.

All notices required hereunder shall be in writing and mailed postage prepaid by Certified or Registered mail, return receipt requested, or by personal delivery to the CITY's address as shown below, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.

To CITY Carlton Thompson, City Engineer
Community Development Department
City of Concord
1950 Parkside Drive
Concord, CA 94519
Phone: 925-6713182
Email: [email protected]

To CONSULTANT Tom Pilarski, Vice President / Project Director Psomas

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1660 Olympic Boulevard, Suite 300
Walnut Creek, Ca 94596
Phone: 925-933-2300
Email: [email protected]

21. TERM.

The term of this AGREEMENT shall be from the date executed above through June 30, 2026, with the option of one one-year extension upon mutual agreement by both CITY and CONSULTANT. The City Manager is authorized to approve the extension.

22. NON-LIABILITY.

No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.

23. EXECUTION.

Each individual or entity executing this Agreement on behalf of CONSULTANT represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of CONSULTANT and that such execution is binding upon CONSULTANT.

This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agr eement, it shall not be necessary to produce or account for more than one such counterpart.

[Signatures follow on next page]

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IN WITNESS WHEREOF, the parties have executed this AGREEMENT in three (3) copies as of the date and year first written above.

Psomas CITY OF CONCORD

By:_________________________________ By:______________________________

APPROVED AS TO FORM: ATTEST:

Susanne Meyer Brown Joelle Fockler, MMC
City Attorney City Clerk

Date:

FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date:

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 24/25 TO PAY THE ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.

THE SUM OF $300,000.00. Account Code .

Finance Director's Signature

Name: Tom Pilarski Name: Valerie Barone
Title: Vice President / Project Director Title: City Manager Address: 1660 Olympic Boulevard, Suite 300 Address: 1950 Parkside Drive, MS 01 Walnut Creek, Ca 94596 Concord, CA 94519
Telephone:925-933-2300 Telephone: (925) 671-3175

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EXHIBIT “A”

CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CONSULTANT, thei r agents, representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE.

Coverage shall be at least as broad as:

1. Commercial General Liability Policy. CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damage.

3. Professional Liability Coverage (Errors and Omissions). CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

4. Workers Compensation. CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.

CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.

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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

The policies are to contain, or be endorsed to contain the following provisions:

1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.

2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT'S insurance and shall not contribute with it.

3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents, employees, or volunteers.

4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A-7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontracted to a third party. CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.

CCTV Pipeline Services

Utility Location Services

MASTER AGREEMENT FOR PROFESSIONAL SERVICES
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THIS AGREEMENT made and entered into on July 1, 2024 by and between the City of Concord , a California municipal corporation, (hereinafter "CITY"), located in the County of Contra Costa, State of California, and RMA Group (hereinafter “CONSULTANT”), whose address is 12130 Santa Margarita Court , Rancho Cucamonga, Ca, 91730.

THE PARTIES ENTER THIS AGREEMENT based upon the following facts, understandings and intentions:

CITY desires to contract with CONSULTANT and CONSULTANT to contract with CITY for provision by CONSULTANT to CITY for professional services as further described herein, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties herein contained, the parties hereto agree as follows:

1. SERVICES.

CONSULTANT shall provide services for specific projects as may be requested by CITY; such services shall be defined, scheduled and authorized in subsequent Task Orders. Services may include, but not be limited to:
• Geotechnical Services
• Materials Testing Services
CONSULTANT shall be an independent contractor and shall have responsibility for and control over the details and means of providing its services under this AGREEMENT. CONSULTANT agrees that its services shall be performed with due diligence and in accordance with generally accepted engineering practices.

CONSULTANT shall use its best efforts to perform and coordinate all activities in a timely manner so that the projects will be completed according to the established project schedules.

2. AUTHORIZED REPRESENTATIVES.

Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’S authorized representative shall be the City Engineer. Said representative is authorized to execute Task Orders on behalf of CITY, including providing for CONSULTANT to be compensated not more than $200,000.00 for each project. Task Orders

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providing for more than $200,000.00 compensation for one project shall be presented to the City Council for its consideration and approval.

CONSULTANT authorized representative shall be Stefanie Berumen, Director of Marketing.

3. COMPENSATION.

CONSULTANT shall be compensated, not to exceed $300,000.00 per fiscal year for basic services rendered under Section 1, as more particularly described in authorized Task Orders, in accordance with the terms and conditions included therein.

CONSULTANT may submit monthly statements for services rendered ; all statements shall include adequate documentation demonstrating work performed during the billing period and shall conform to Federal Funding invoicing requirements, if applicable . It is intended that payments to CONSULTANT will be made by CITY within 45 (forty-five) days of receipt of invoice. Consultant’s failure to secure CITY’s written authorization for additional compensation or changes to the Scope of Work shall constitute a waiver o f any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relief.

4. INDEMNIFICATION.

A. For Design Professional Services Only . Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimburse the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, employees, agents and volunteers) from and against any and all claims, demands, actions, losses, damages, injuries, and liability (including all attorn ey's fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’S part shall not apply to demands, action s, losses, damages, injuries, and liability arising out of sole negligence or willful misconduct on the part of CITY.

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5. OWNERSHIP AND MAINTENANCE OF DOCUMENTS.

All documents furnished by CONSULTANT pursuant to this AGREEMENT are instruments of CONSULTANT’s services in respect to this project. They are not intended nor represented to be suitable for reuse by others on extensions of this project or on any other p roject. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expenses to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.

CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document deliverables are presented to the CITY. Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without restriction or limitations on their use.

CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.

6. STANDARD OF PERFORMANCE.

CONSULTANT represents to CITY that the services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.

7. INSURANCE REQUIRED.

CONSULTANT agrees to have and maintain the policies set forth in Exhibit A entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this

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Agreement by both parties. These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.

8. SUSPENSION OF WORK.

CITY may, at any time, by written notice, suspend further performance by CONSULTANT, and CONSULTANT shall immediately cease performance . All suspensions shall extend the time schedule for performance in a mutually satisfactory manner, and CONSULTANT shall be paid for services performed and reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTA NT shall not receive any payment for services.

9. TERMINATION.

CITY may terminate this Agreement for any reason upon ten (10) days written notice to the other party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT s hall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the effective date of such termination, all of which shall become CITY’s sole property. After receipt of the Work Materials, CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.

10. COMPLIANCE WITH CIVIL RIGHTS.

During the performance of this contract, CONSULTANT agrees as follows:

A. Equal Employment Opportunity . In connection with the execution of this AGREEMENT, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for traini ng including apprenticeship.

B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.

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C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notified by CONSULTANT of CONSULTANT’S obligation under this AGREEMENT and the regulations relative to nondiscrimination on the basis of any protected class pursuant to California law.

11. CONFLICT OF INTEREST.

A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CON SULTANT’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express w ritten consent of the CITY. CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.

B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because CONSULTANT:
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) Possesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)

12. INDEPENDENT CONTRACTOR.

In assuming and performing the services, CONSULTANT is an independent contractor and shall not be eligible for any benefits, which the CITY may provide its employees, except as expressly provided for in the AGREEMENT. All persons, if any, hired by CONSULTA NT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT shall have responsibility for and control over the means of providing services under this AGREEMENT.

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13. COMPLIANCE WITH LAWS.

CONSULTANT shall comply with all applicable federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses and permits for the conduct of its business and the performance of the services.

14. CHOICE OF LAW.

This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction.

In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.

15. NON-WAIVER.

The waiver by either party of any breach of any term, covenant, or condition contained in the AGREEMENT, or any default in their performance of any obligations under the AGREEMENT shall not be deemed to be a waiver of any other breach or default of the s ame or any other term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.

16. ENFORCEABILITY; INTERPRETATION.

In the event that any of the provisions or portions of application of any of the provisions of the AGREEMENT are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the AGREEMENT with a view toward affecting the purpose of the AGREEMENT. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the AGREEMENT shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the AGREEMENT. This Agreement shall be interpreted as though it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.

17. INTEGRATION.

The AGREEMENT contains the entire AGREEMENT and understanding between the parties as to the subject matter of this AGREEMENT. It merges and supersedes all prior or contemporaneous agreements, commitments, representation, writings, and discussions between CONSULTANT and CITY, whether oral or written.

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18. SUCCESSORS AND ASSIGNS : NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE.

CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY's prior written c onsent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement i s not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.

19. FINANCIAL RECORDS.

Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this AGREEMENT will be kept on a generally recognized accounting basis and made available to CITY if and when required.

20. NOTICES.

All notices required hereunder shall be in writing and mailed postage prepaid by Certified or Registered mail, return receipt requested, or by personal delivery to the CITY's address as shown below, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.

To CITY Carlton Thompson, City Engineer
Community Development Department
City of Concord
1950 Parkside Drive
Concord, CA 94519
Phone: 925-6713182
Email: [email protected]

To CONSULTANT Stefanie Berumen, Director of Marketing RMA Group
12130 Santa Margarita Court
Rancho Cucamonga, Ca 91730
Phone: 909-989-1751
Email: [email protected]

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21. TERM.

The term of this AGREEMENT shall be from the date executed above through June 30, 2026, with the option of one one-year extension upon mutual agreement by both CITY and CONSULTANT. The City Manager is authorized to approve the extension.

22. NON-LIABILITY.

No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.

23. EXECUTION.

Each individual or entity executing this Agreement on behalf of CONSULTANT represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of CONSULTANT and that such execution is binding upon CONSULTANT.

This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agr eement, it shall not be necessary to produce or account for more than one such counterpart.

[Signatures follow on next page]

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IN WITNESS WHEREOF, the parties have executed this AGREEMENT in three (3) copies as of the date and year first written above.

RMA Group CITY OF CONCORD

By:_________________________________ By:______________________________

APPROVED AS TO FORM: ATTEST:

Susanne Meyer Brown Joelle Fockler, MMC
City Attorney City Clerk

Date:

FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date:

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 24/25 TO PAY THE ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.

THE SUM OF $300,000.00. Account Code .

Finance Director's Signature

Name: Stefanie Berumen Name: Valerie Barone
Title: Director of Marketing Title: City Manager
Address: 12130 Santa Margarita Court Address: 1950 Parkside Drive, MS 01 Rancho Cucamonga, Ca 91730 Concord, CA 94519
Telephone:909-989-1751 Telephone: (925) 671-3175

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EXHIBIT “A”

CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CONSULTANT, thei r agents, representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE.

Coverage shall be at least as broad as:

1. Commercial General Liability Policy. CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damage.

3. Professional Liability Coverage (Errors and Omissions). CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

4. Workers Compensation. CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.

CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.

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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

The policies are to contain, or be endorsed to contain the following provisions:

1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.

2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT'S insurance and shall not contribute with it.

3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents, employees, or volunteers.

4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A-7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontracted to a third party. CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.

MASTER AGREEMENT FOR PROFESSIONAL SERVICES
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THIS AGREEMENT made and entered into on July 1, 2024 by and between the City of Concord , a California municipal corporation, (hereinafter "CITY"), located in the County of Contra Costa, State of California, and SERA Design & Architecture, Inc. (hereinafter “CONSULTANT”), whose address is 600 SW 10th Avenue, Suite 500, Portland, Or, 97205.

THE PARTIES ENTER THIS AGREEMENT based upon the following facts, understandings and intentions:

CITY desires to contract with CONSULTANT and CONSULTANT to contract with CITY for provision by CONSULTANT to CITY for professional services as further described herein, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties herein contained, the parties hereto agree as follows:

1. SERVICES.

CONSULTANT shall provide services for specific projects as may be requested by CITY; such services shall be defined, scheduled and authorized in subsequent Task Orders. Services may include, but not be limited to:
• Design Services Architecture
• Interior Design Services
CONSULTANT shall be an independent contractor and shall have responsibility for and control over the details and means of providing its services under this AGREEMENT. CONSULTANT agrees that its services shall be performed with due diligence and in accordance with generally accepted engineering practices.

CONSULTANT shall use its best efforts to perform and coordinate all activities in a timely manner so that the projects will be completed according to the established project schedules.

2. AUTHORIZED REPRESENTATIVES.

Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’S authorized representative shall be the City Engineer. Said representative is authorized to execute Task Orders on behalf of CITY, including providing for CONSULTANT to be compensated not more than $200,000.00 for each project. Task Orders

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providing for more than $200,000.00 compensation for one project shall be presented to the City Council for its consideration and approval.

CONSULTANT authorized representative shall be Stuart Colby, Authorized Agent.

3. COMPENSATION.

CONSULTANT shall be compensated, not to exceed $300,000.00 per fiscal year for basic services rendered under Section 1, as more particularly described in authorized Task Orders, in accordance with the terms and conditions included therein.

CONSULTANT may submit monthly statements for services rendered ; all statements shall include adequate documentation demonstrating work performed during the billing period and shall conform to Federal Funding invoicing requirements, if applicable . It is intended that payments to CONSULTANT will be made by CITY within 45 (forty-five) days of receipt of invoice. Consultant’s failure to secure CITY’s written authorization for additional compensation or changes to the Scope of Work shall constitute a waiver o f any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relief.

4. INDEMNIFICATION.

A. For Design Professional Services Only . Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimburse the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, employees, agents and volunteers) from and against any and all claims, demands, actions, losses, damages, injuries, and liability (including all attorn ey's fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’S part shall not apply to demands, action s, losses, damages, injuries, and liability arising out of sole negligence or willful misconduct on the part of CITY.

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5. OWNERSHIP AND MAINTENANCE OF DOCUMENTS.

All documents furnished by CONSULTANT pursuant to this AGREEMENT are instruments of CONSULTANT’s services in respect to this project. They are not intended nor represented to be suitable for reuse by others on extensions of this project or on any other p roject. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expenses to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.

CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document deliverables are presented to the CITY. Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without restriction or limitations on their use.

CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.

6. STANDARD OF PERFORMANCE.

CONSULTANT represents to CITY that the services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.

7. INSURANCE REQUIRED.

CONSULTANT agrees to have and maintain the policies set forth in Exhibit A entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this

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Agreement by both parties. These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.

8. SUSPENSION OF WORK.

CITY may, at any time, by written notice, suspend further performance by CONSULTANT, and CONSULTANT shall immediately cease performance . All suspensions shall extend the time schedule for performance in a mutually satisfactory manner, and CONSULTANT shall be paid for services performed and reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTA NT shall not receive any payment for services.

9. TERMINATION.

CITY may terminate this Agreement for any reason upon ten (10) days written notice to the other party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT s hall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the effective date of such termination, all of which shall become CITY’s sole property. After receipt of the Work Materials, CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.

10. COMPLIANCE WITH CIVIL RIGHTS.

During the performance of this contract, CONSULTANT agrees as follows:

A. Equal Employment Opportunity . In connection with the execution of this AGREEMENT, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for traini ng including apprenticeship.

B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.

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C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notified by CONSULTANT of CONSULTANT’S obligation under this AGREEMENT and the regulations relative to nondiscrimination on the basis of any protected class pursuant to California law.

11. CONFLICT OF INTEREST.

A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CON SULTANT’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express w ritten consent of the CITY. CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.

B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because CONSULTANT:
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) Possesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)

12. INDEPENDENT CONTRACTOR.

In assuming and performing the services, CONSULTANT is an independent contractor and shall not be eligible for any benefits, which the CITY may provide its employees, except as expressly provided for in the AGREEMENT. All persons, if any, hired by CONSULTA NT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT shall have responsibility for and control over the means of providing services under this AGREEMENT.

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13. COMPLIANCE WITH LAWS.

CONSULTANT shall comply with all applicable federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses and permits for the conduct of its business and the performance of the services.

14. CHOICE OF LAW.

This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction.

In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.

15. NON-WAIVER.

The waiver by either party of any breach of any term, covenant, or condition contained in the AGREEMENT, or any default in their performance of any obligations under the AGREEMENT shall not be deemed to be a waiver of any other breach or default of the s ame or any other term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.

16. ENFORCEABILITY; INTERPRETATION.

In the event that any of the provisions or portions of application of any of the provisions of the AGREEMENT are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the AGREEMENT with a view toward affecting the purpose of the AGREEMENT. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the AGREEMENT shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the AGREEMENT. This Agreement shall be interpreted as though it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.

17. INTEGRATION.

The AGREEMENT contains the entire AGREEMENT and understanding between the parties as to the subject matter of this AGREEMENT. It merges and supersedes all prior or contemporaneous agreements, commitments, representation, writings, and discussions between CONSULTANT and CITY, whether oral or written.

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18. SUCCESSORS AND ASSIGNS : NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE.

CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY's prior written c onsent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement i s not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.

19. FINANCIAL RECORDS.

Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this AGREEMENT will be kept on a generally recognized accounting basis and made available to CITY if and when required.

20. NOTICES.

All notices required hereunder shall be in writing and mailed postage prepaid by Certified or Registered mail, return receipt requested, or by personal delivery to the CITY's address as shown below, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.

To CITY Carlton Thompson, City Engineer
Community Development Department
City of Concord
1950 Parkside Drive
Concord, CA 94519
Phone: 925-6713182
Email: [email protected]

To CONSULTANT Stuart Colby, Authorized Agent
SERA Design & Architecture, Inc.
600 SW 10th Avenue, Suite 500
Portland, Or 97205
Phone: 503-319-6462
Email: [email protected]

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21. TERM.

The term of this AGREEMENT shall be from the date executed above through June 30, 2026, with the option of one one-year extension upon mutual agreement by both CITY and CONSULTANT. The City Manager is authorized to approve the extension.

22. NON-LIABILITY.

No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.

23. EXECUTION.

Each individual or entity executing this Agreement on behalf of CONSULTANT represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of CONSULTANT and that such execution is binding upon CONSULTANT.

This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agr eement, it shall not be necessary to produce or account for more than one such counterpart.

[Signatures follow on next page]

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IN WITNESS WHEREOF, the parties have executed this AGREEMENT in three (3) copies as of the date and year first written above.

SERA Design & Architecture, Inc. CITY OF CONCORD

By:_________________________________ By:______________________________

APPROVED AS TO FORM: ATTEST:

Susanne Meyer Brown Joelle Fockler, MMC
City Attorney City Clerk

Date:

FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date:

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 24/25 TO PAY THE ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.

THE SUM OF $300,000.00. Account Code .

Finance Director's Signature

Name: Stuart Colby Name: Valerie Barone
Title: Authorized Agent Title: City Manager
Address: 600 SW 10th Avenue, Suite 500 Address: 1950 Parkside Drive, MS 01 Portland, Or 97205 Concord, CA 94519
Telephone:503-319-6462 Telephone: (925) 671-3175

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EXHIBIT “A”

CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CONSULTANT, thei r agents, representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE.

Coverage shall be at least as broad as:

1. Commercial General Liability Policy. CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damage.

3. Professional Liability Coverage (Errors and Omissions). CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

4. Workers Compensation. CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.

CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.

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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

The policies are to contain, or be endorsed to contain the following provisions:

1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.

2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT'S insurance and shall not contribute with it.

3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents, employees, or volunteers.

4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A-7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontracted to a third party. CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.

MASTER AGREEMENT FOR PROFESSIONAL SERVICES
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THIS AGREEMENT made and entered into on July 1, 2024 by and between the City of Concord , a California municipal corporation, (hereinafter "CITY"), located in the County of Contra Costa, State of California, and SOHA Engineers (hereinafter “CONSULTANT”), whose address is 594 Howard Street, Suite 400, San Francisco, Ca, 94105.

THE PARTIES ENTER THIS AGREEMENT based upon the following facts, understandings and intentions:

CITY desires to contract with CONSULTANT and CONSULTANT to contract with CITY for provision by CONSULTANT to CITY for professional services as further described herein, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties herein contained, the parties hereto agree as follows:

1. SERVICES.

CONSULTANT shall provide services for specific projects as may be requested by CITY; such services shall be defined, scheduled and authorized in subsequent Task Orders. Services may include, but not be limited to:
• Design Services Structural
CONSULTANT shall be an independent contractor and shall have responsibility for and control over the details and means of providing its services under this AGREEMENT. CONSULTANT agrees that its services shall be performed with due diligence and in accordance with generally accepted engineering practices.

CONSULTANT shall use its best efforts to perform and coordinate all activities in a timely manner so that the projects will be completed according to the established project schedules.

2. AUTHORIZED REPRESENTATIVES.

Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’S authorized representative shall be the City Engineer. Said representative is authorized to execute Task Orders on behalf of CITY, including providing for CONSULTANT to be compensated not more than $200,000.00 for each project. Task Orders

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providing for more than $200,000.00 compensation for one project shall be presented to the City Council for its consideration and approval.

CONSULTANT authorized representative shall be Gerard Madden , Principal / Structural Engineer.

3. COMPENSATION.

CONSULTANT shall be compensated, not to exceed $300,000.00 per fiscal year for basic services rendered under Section 1, as more particularly described in authorized Task Orders, in accordance with the terms and conditions included therein.

CONSULTANT may submit monthly statements for services rendered ; all statements shall include adequate documentation demonstrating work performed during the billing period and shall conform to Federal Funding invoicing requirements, if applicable . It is intended that payments to CONSULTANT will be made by CITY within 45 (forty-five) days of receipt of invoice. Consultant’s failure to secure CITY’s written authorization for additional compensation or changes to the Scope of Work shall constitute a waiver o f any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relief.

4. INDEMNIFICATION.

A. For Design Professional Services Only . Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimburse the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, employees, agents and volunteers) from and against any and all claims, demands, actions, losses, damages, injuries, and liability (including all attorn ey's fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This

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indemnification obligation on CONSULTANT’S part shall not apply to demands, actions, losses, damages, injuries, and liability arising out of sole negligence or willful misconduct on the part of CITY.

5. OWNERSHIP AND MAINTENANCE OF DOCUMENTS.

All documents furnished by CONSULTANT pursuant to this AGREEMENT are instruments of CONSULTANT’s services in respect to this project. They are not intended nor represented to be suitable for reuse by others on extensions of this project or on any other p roject. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expenses to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.

CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document deliverables are presented to the CITY. Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without restriction or limitations on their use.

CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.

6. STANDARD OF PERFORMANCE.

CONSULTANT represents to CITY that the services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.

7. INSURANCE REQUIRED.

CONSULTANT agrees to have and maintain the policies set forth in Exhibit A entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies,

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endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this Agreement by both parties. These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.

8. SUSPENSION OF WORK.

CITY may, at any time, by written notice, suspend further performance by CONSULTANT, and CONSULTANT shall immediately cease performance . All suspensions shall extend the time schedule for performance in a mutually satisfactory manner, and CONSULTANT shall be paid for services performed and reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTA NT shall not receive any payment for services.

9. TERMINATION.

CITY may terminate this Agreement for any reason upon ten (10) days written notice to the other party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT s hall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the effective date of such termination, all of which shall become CITY’s sole property. After receipt of the Work Materials, CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.

10. COMPLIANCE WITH CIVIL RIGHTS.

During the performance of this contract, CONSULTANT agrees as follows:

A. Equal Employment Opportunity . In connection with the execution of this AGREEMENT, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for traini ng including apprenticeship.

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B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.

C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notified by CONSULTANT of CONSULTANT’S obligation under this AGREEMENT and the regulations relative to nondiscrimination on the basis of any protected class pursuant to California law.

11. CONFLICT OF INTEREST.

A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CON SULTANT’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express w ritten consent of the CITY. CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.

B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because CONSULTANT:
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) Possesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)

12. INDEPENDENT CONTRACTOR.

In assuming and performing the services, CONSULTANT is an independent contractor and shall not be eligible for any benefits, which the CITY may provide its employees, except as expressly provided for in the AGREEMENT. All persons, if any, hired by CONSULTA NT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT

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shall have responsibility for and control over the means of providing services under this AGREEMENT.

13. COMPLIANCE WITH LAWS.

CONSULTANT shall comply with all applicable federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses and permits for the conduct of its business and the performance of the services.

14. CHOICE OF LAW.

This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction.

In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.

15. NON-WAIVER.

The waiver by either party of any breach of any term, covenant, or condition contained in the AGREEMENT, or any default in their performance of any obligations under the AGREEMENT shall not be deemed to be a waiver of any other breach or default of the s ame or any other term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.

16. ENFORCEABILITY; INTERPRETATION.

In the event that any of the provisions or portions of application of any of the provisions of the AGREEMENT are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the AGREEMENT with a view toward affecting the purpose of the AGREEMENT. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the AGREEMENT shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the AGREEMENT. This Agreement shall be interpreted as though it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.

17. INTEGRATION.

The AGREEMENT contains the entire AGREEMENT and understanding between the parties as to the subject matter of this AGREEMENT. It merges and supersedes all prior or contemporaneous agreements,

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commitments, representation, writings, and discussions between CONSULTANT and CITY, whether oral or written.

18. SUCCESSORS AND ASSIGNS : NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE.

CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY's prior written c onsent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement i s not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.

19. FINANCIAL RECORDS.

Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this AGREEMENT will be kept on a generally recognized accounting basis and made available to CITY if and when required.

20. NOTICES.

All notices required hereunder shall be in writing and mailed postage prepaid by Certified or Registered mail, return receipt requested, or by personal delivery to the CITY's address as shown below, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.

To CITY Carlton Thompson, City Engineer
Community Development Department
City of Concord
1950 Parkside Drive
Concord, CA 94519
Phone: 925-6713182
Email: [email protected]

To CONSULTANT Gerard Madden, Principal / Structural Engineer SOHA Engineers

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594 Howard Street, Suite 400
San Francisco, Ca 94105
Phone: 415-321-5808
Email: [email protected]

21. TERM.

The term of this AGREEMENT shall be from the date executed above through June 30, 2026, with the option of one one-year extension upon mutual agreement by both CITY and CONSULTANT. The City Manager is authorized to approve the extension.

22. NON-LIABILITY.

No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.

23. EXECUTION.

Each individual or entity executing this Agreement on behalf of CONSULTANT represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of CONSULTANT and that such execution is binding upon CONSULTANT.

This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agr eement, it shall not be necessary to produce or account for more than one such counterpart.

[Signatures follow on next page]

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IN WITNESS WHEREOF, the parties have executed this AGREEMENT in three (3) copies as of the date and year first written above.

SOHA Engineers CITY OF CONCORD

By:_________________________________ By:______________________________

APPROVED AS TO FORM: ATTEST:

Susanne Meyer Brown Joelle Fockler, MMC
City Attorney City Clerk

Date:

FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date:

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 24/25 TO PAY THE ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.

THE SUM OF $300,000.00. Account Code .

Finance Director's Signature

Name: Gerard Madden Name: Valerie Barone
Title: Principal / Structural Engineer Title: City Manager Address: 594 Howard Street, Suite 400 Address: 1950 Parkside Drive, MS 01 San Francisco, Ca 94105 Concord, CA 94519
Telephone:415-321-5808 Telephone: (925) 671-3175

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EXHIBIT “A”

CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CONSULTANT, thei r agents, representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE.

Coverage shall be at least as broad as:

1. Commercial General Liability Policy. CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damage.

3. Professional Liability Coverage (Errors and Omissions). CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

4. Workers Compensation. CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.

CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.

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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

The policies are to contain, or be endorsed to contain the following provisions:

1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.

2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT'S insurance and shall not contribute with it.

3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents, employees, or volunteers.

4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A-7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontracted to a third party. CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.

MASTER AGREEMENT FOR PROFESSIONAL SERVICES
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THIS AGREEMENT made and entered into on July 1, 2024 by and between the City of Concord , a California municipal corporation, (hereinafter "CITY"), located in the County of Contra Costa, State of California, and SWCA Environmental Consultants (hereinafter “CONSULTANT”), whose address is 20 E Thomas Road, Suite 1700, Phoenix, Az, 85012.

THE PARTIES ENTER THIS AGREEMENT based upon the following facts, understandings and intentions:

CITY desires to contract with CONSULTANT and CONSULTANT to contract with CITY for provision by CONSULTANT to CITY for professional services as further described herein, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties herein contained, the parties hereto agree as follows:

1. SERVICES.

CONSULTANT shall provide services for specific projects as may be requested by CITY; such services shall be defined, scheduled and authorized in subsequent Task Orders. Services may include, but not be limited to:
• Environmental Services
CONSULTANT shall be an independent contractor and shall have responsibility for and control over the details and means of providing its services under this AGREEMENT. CONSULTANT agrees that its services shall be performed with due diligence and in accordance with generally accepted engineering practices.

CONSULTANT shall use its best efforts to perform and coordinate all activities in a timely manner so that the projects will be completed according to the established project schedules.

2. AUTHORIZED REPRESENTATIVES.

Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’S authorized representative shall be the City Engineer. Said representative is authorized to execute Task Orders on behalf of CITY, including providing for CONSULTANT to be compensated not more than $200,000.00 for each project. Task Orders

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providing for more than $200,000.00 compensation for one project shall be presented to the City Council for its consideration and approval.

CONSULTANT authorized representative shall be Emily Ochs, Marketing Coordinator.

3. COMPENSATION.

CONSULTANT shall be compensated, not to exceed $300,000.00 per fiscal year for basic services rendered under Section 1, as more particularly described in authorized Task Orders, in accordance with the terms and conditions included therein.

CONSULTANT may submit monthly statements for services rendered ; all statements shall include adequate documentation demonstrating work performed during the billing period and shall conform to Federal Funding invoicing requirements, if applicable . It is intended that payments to CONSULTANT will be made by CITY within 45 (forty-five) days of receipt of invoice. Consultant’s failure to secure CITY’s written authorization for additional compensation or changes to the Scope of Work shall constitute a waiver o f any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relief.

4. INDEMNIFICATION.

A. For Design Professional Services Only . Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimburse the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, employees, agents and volunteers) from and against any and all claims, demands, actions, losses, damages, injuries, and liability (including all attorn ey's fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’S part shall not apply to demands, action s, losses, damages, injuries, and liability arising out of sole negligence or willful misconduct on the part of CITY.

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5. OWNERSHIP AND MAINTENANCE OF DOCUMENTS.

All documents furnished by CONSULTANT pursuant to this AGREEMENT are instruments of CONSULTANT’s services in respect to this project. They are not intended nor represented to be suitable for reuse by others on extensions of this project or on any other p roject. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expenses to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.

CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document deliverables are presented to the CITY. Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without restriction or limitations on their use.

CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.

6. STANDARD OF PERFORMANCE.

CONSULTANT represents to CITY that the services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.

7. INSURANCE REQUIRED.

CONSULTANT agrees to have and maintain the policies set forth in Exhibit A entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this

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Agreement by both parties. These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.

8. SUSPENSION OF WORK.

CITY may, at any time, by written notice, suspend further performance by CONSULTANT, and CONSULTANT shall immediately cease performance . All suspensions shall extend the time schedule for performance in a mutually satisfactory manner, and CONSULTANT shall be paid for services performed and reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTA NT shall not receive any payment for services.

9. TERMINATION.

CITY may terminate this Agreement for any reason upon ten (10) days written notice to the other party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT s hall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the effective date of such termination, all of which shall become CITY’s sole property. After receipt of the Work Materials, CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.

10. COMPLIANCE WITH CIVIL RIGHTS.

During the performance of this contract, CONSULTANT agrees as follows:

A. Equal Employment Opportunity . In connection with the execution of this AGREEMENT, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for traini ng including apprenticeship.

B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.

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C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notified by CONSULTANT of CONSULTANT’S obligation under this AGREEMENT and the regulations relative to nondiscrimination on the basis of any protected class pursuant to California law.

11. CONFLICT OF INTEREST.

A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CON SULTANT’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express w ritten consent of the CITY. CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.

B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because CONSULTANT:
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) Possesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)

12. INDEPENDENT CONTRACTOR.

In assuming and performing the services, CONSULTANT is an independent contractor and shall not be eligible for any benefits, which the CITY may provide its employees, except as expressly provided for in the AGREEMENT. All persons, if any, hired by CONSULTA NT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT shall have responsibility for and control over the means of providing services under this AGREEMENT.

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13. COMPLIANCE WITH LAWS.

CONSULTANT shall comply with all applicable federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses and permits for the conduct of its business and the performance of the services.

14. CHOICE OF LAW.

This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction.

In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.

15. NON-WAIVER.

The waiver by either party of any breach of any term, covenant, or condition contained in the AGREEMENT, or any default in their performance of any obligations under the AGREEMENT shall not be deemed to be a waiver of any other breach or default of the s ame or any other term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.

16. ENFORCEABILITY; INTERPRETATION.

In the event that any of the provisions or portions of application of any of the provisions of the AGREEMENT are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the AGREEMENT with a view toward affecting the purpose of the AGREEMENT. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the AGREEMENT shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the AGREEMENT. This Agreement shall be interpreted as though it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.

17. INTEGRATION.

The AGREEMENT contains the entire AGREEMENT and understanding between the parties as to the subject matter of this AGREEMENT. It merges and supersedes all prior or contemporaneous agreements, commitments, representation, writings, and discussions between CONSULTANT and CITY, whether oral or written.

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18. SUCCESSORS AND ASSIGNS : NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE.

CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY's prior written c onsent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement i s not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.

19. FINANCIAL RECORDS.

Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this AGREEMENT will be kept on a generally recognized accounting basis and made available to CITY if and when required.

20. NOTICES.

All notices required hereunder shall be in writing and mailed postage prepaid by Certified or Registered mail, return receipt requested, or by personal delivery to the CITY's address as shown below, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.

To CITY Carlton Thompson, City Engineer
Community Development Department
City of Concord
1950 Parkside Drive
Concord, CA 94519
Phone: 925-6713182
Email: [email protected]

To CONSULTANT Emily Ochs, Marketing Coordinator
SWCA Environmental Consultants
20 E Thomas Road, Suite 1700
Phoenix, Az 85012
Phone: 303-487-1183
Email: [email protected]

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21. TERM.

The term of this AGREEMENT shall be from the date executed above through June 30, 2026, with the option of one one-year extension upon mutual agreement by both CITY and CONSULTANT. The City Manager is authorized to approve the extension.

22. NON-LIABILITY.

No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.

23. EXECUTION.

Each individual or entity executing this Agreement on behalf of CONSULTANT represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of CONSULTANT and that such execution is binding upon CONSULTANT.

This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agr eement, it shall not be necessary to produce or account for more than one such counterpart.

[Signatures follow on next page]

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IN WITNESS WHEREOF, the parties have executed this AGREEMENT in three (3) copies as of the date and year first written above.

SWCA Environmental Consultants CITY OF CONCORD

By:_________________________________ By:______________________________

APPROVED AS TO FORM: ATTEST:

Susanne Meyer Brown Joelle Fockler, MMC
City Attorney City Clerk

Date:

FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date:

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 24/25 TO PAY THE ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.

THE SUM OF $300,000.00. Account Code .

Finance Director's Signature

Name: Emily Ochs Name: Valerie Barone
Title: Marketing Coordinator Title: City Manager
Address: 20 E Thomas Road, Suite 1700 Address: 1950 Parkside Drive, MS 01 Phoenix, Az 85012 Concord, CA 94519
Telephone:303-487-1183 Telephone: (925) 671-3175

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EXHIBIT “A”

CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CONSULTANT, thei r agents, representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE.

Coverage shall be at least as broad as:

1. Commercial General Liability Policy. CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damage.

3. Professional Liability Coverage (Errors and Omissions). CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

4. Workers Compensation. CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.

CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.

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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

The policies are to contain, or be endorsed to contain the following provisions:

1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.

2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT'S insurance and shall not contribute with it.

3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents, employees, or volunteers.

4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A-7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontracted to a third party. CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.

MASTER AGREEMENT FOR PROFESSIONAL SERVICES
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THIS AGREEMENT made and entered into on July 1, 2024 by and between the City of Concord , a California municipal corporation, (hereinafter "CITY"), located in the County of Contra Costa, State of California, and TJKM Transportation Consultants (hereinafter “CONSULTANT”), whose address is 4305 Hacienda Drive, Suite 500, Pleasanton, Ca, 94588.

THE PARTIES ENTER THIS AGREEMENT based upon the following facts, understandings and intentions:

CITY desires to contract with CONSULTANT and CONSULTANT to contract with CITY for provision by CONSULTANT to CITY for professional services as further described herein, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties herein contained, the parties hereto agree as follows:

1. SERVICES.

CONSULTANT shall provide services for specific projects as may be requested by CITY; such services shall be defined, scheduled and authorized in subsequent Task Orders. Services may include, but not be limited to:
• Design Services Traffic
CONSULTANT shall be an independent contractor and shall have responsibility for and control over the details and means of providing its services under this AGREEMENT. CONSULTANT agrees that its services shall be performed with due diligence and in accordance with generally accepted engineering practices.

CONSULTANT shall use its best efforts to perform and coordinate all activities in a timely manner so that the projects will be completed according to the established project schedules.

2. AUTHORIZED REPRESENTATIVES.

Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’S authorized representative shall be the City Engineer. Said representative is authorized to execute Task Orders on behalf of CITY, including providing for CONSULTANT to be compensated not more than $200,000.00 for each project. Task Orders

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providing for more than $200,000.00 compensation for one project shall be presented to the City Council for its consideration and approval.

CONSULTANT authorized representative shall be Nayan Amin Aileen Cabico, President.

3. COMPENSATION.

CONSULTANT shall be compensated, not to exceed $300,000.00 per fiscal year for basic services rendered under Section 1, as more particularly described in authorized Task Orders, in accordance with the terms and conditions included therein.

CONSULTANT may submit monthly statements for services rendered ; all statements shall include adequate documentation demonstrating work performed during the billing period and shall conform to Federal Funding invoicing requirements, if applicable . It is intended that payments to CONSULTANT will be made by CITY within 45 (forty-five) days of receipt of invoice. Consultant’s failure to secure CITY’s written authorization for additional compensation or changes to the Scope of Work shall constitute a waiver o f any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relief.

4. INDEMNIFICATION.

A. For Design Professional Services Only . Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimburse the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, employees, agents and volunteers) from and against any and all claims, demands, actions, losses, damages, injuries, and liability (including all attorn ey's fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This

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indemnification obligation on CONSULTANT’S part shall not apply to demands, actions, losses, damages, injuries, and liability arising out of sole negligence or willful misconduct on the part of CITY.

5. OWNERSHIP AND MAINTENANCE OF DOCUMENTS.

All documents furnished by CONSULTANT pursuant to this AGREEMENT are instruments of CONSULTANT’s services in respect to this project. They are not intended nor represented to be suitable for reuse by others on extensions of this project or on any other p roject. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expenses to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.

CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document deliverables are presented to the CITY. Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without restriction or limitations on their use.

CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.

6. STANDARD OF PERFORMANCE.

CONSULTANT represents to CITY that the services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.

7. INSURANCE REQUIRED.

CONSULTANT agrees to have and maintain the policies set forth in Exhibit A entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies,

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endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this Agreement by both parties. These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.

8. SUSPENSION OF WORK.

CITY may, at any time, by written notice, suspend further performance by CONSULTANT, and CONSULTANT shall immediately cease performance . All suspensions shall extend the time schedule for performance in a mutually satisfactory manner, and CONSULTANT shall be paid for services performed and reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTA NT shall not receive any payment for services.

9. TERMINATION.

CITY may terminate this Agreement for any reason upon ten (10) days written notice to the other party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT s hall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the effective date of such termination, all of which shall become CITY’s sole property. After receipt of the Work Materials, CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.

10. COMPLIANCE WITH CIVIL RIGHTS.

During the performance of this contract, CONSULTANT agrees as follows:

A. Equal Employment Opportunity . In connection with the execution of this AGREEMENT, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for traini ng including apprenticeship.

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B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.

C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notified by CONSULTANT of CONSULTANT’S obligation under this AGREEMENT and the regulations relative to nondiscrimination on the basis of any protected class pursuant to California law.

11. CONFLICT OF INTEREST.

A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CON SULTANT’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express w ritten consent of the CITY. CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.

B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because CONSULTANT:
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) Possesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)

12. INDEPENDENT CONTRACTOR.

In assuming and performing the services, CONSULTANT is an independent contractor and shall not be eligible for any benefits, which the CITY may provide its employees, except as expressly provided for in the AGREEMENT. All persons, if any, hired by CONSULTA NT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT

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shall have responsibility for and control over the means of providing services under this AGREEMENT.

13. COMPLIANCE WITH LAWS.

CONSULTANT shall comply with all applicable federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses and permits for the conduct of its business and the performance of the services.

14. CHOICE OF LAW.

This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction.

In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.

15. NON-WAIVER.

The waiver by either party of any breach of any term, covenant, or condition contained in the AGREEMENT, or any default in their performance of any obligations under the AGREEMENT shall not be deemed to be a waiver of any other breach or default of the s ame or any other term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.

16. ENFORCEABILITY; INTERPRETATION.

In the event that any of the provisions or portions of application of any of the provisions of the AGREEMENT are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the AGREEMENT with a view toward affecting the purpose of the AGREEMENT. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the AGREEMENT shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the AGREEMENT. This Agreement shall be interpreted as though it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.

17. INTEGRATION.

The AGREEMENT contains the entire AGREEMENT and understanding between the parties as to the subject matter of this AGREEMENT. It merges and supersedes all prior or contemporaneous agreements,

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commitments, representation, writings, and discussions between CONSULTANT and CITY, whether oral or written.

18. SUCCESSORS AND ASSIGNS : NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE.

CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY's prior written c onsent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement i s not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.

19. FINANCIAL RECORDS.

Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this AGREEMENT will be kept on a generally recognized accounting basis and made available to CITY if and when required.

20. NOTICES.

All notices required hereunder shall be in writing and mailed postage prepaid by Certified or Registered mail, return receipt requested, or by personal delivery to the CITY's address as shown below, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.

To CITY Carlton Thompson, City Engineer
Community Development Department
City of Concord
1950 Parkside Drive
Concord, CA 94519
Phone: 925-6713182
Email: [email protected]

To CONSULTANT Nayan Amin
Aileen Cabico, President

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TJKM Transportation Consultants
4305 Hacienda Drive, Suite 500
Pleasanton, Ca 94588
Phone: 408-410-2977
Email: [email protected];
Cc: goes to [email protected]

21. TERM.

The term of this AGREEMENT shall be from the date executed above through June 30, 2026, with the option of one one-year extension upon mutual agreement by both CITY and CONSULTANT. The City Manager is authorized to approve the extension.

22. NON-LIABILITY.

No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.

23. EXECUTION.

Each individual or entity executing this Agreement on behalf of CONSULTANT represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of CONSULTANT and that such execution is binding upon CONSULTANT.

This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agr eement, it shall not be necessary to produce or account for more than one such counterpart.

[Signatures follow on next page]

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IN WITNESS WHEREOF, the parties have executed this AGREEMENT in three (3) copies as of the date and year first written above.

TJKM Transportation Consultants CITY OF CONCORD

By:_________________________________ By:______________________________

APPROVED AS TO FORM: ATTEST:

Susanne Meyer Brown Joelle Fockler, MMC
City Attorney City Clerk

Date:

FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date:

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 24/25 TO PAY THE ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.

THE SUM OF $300,000.00. Account Code .

Finance Director's Signature

Name: Nayan Amin
Aileen Cabico
Name: Valerie Barone
Title: President Title: City Manager
Address: 4305 Hacienda Drive, Suite 500 Address: 1950 Parkside Drive, MS 01 Pleasanton, Ca 94588 Concord, CA 94519
Telephone:408-410-2977 Telephone: (925) 671-3175

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EXHIBIT “A”

CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CONSULTANT, thei r agents, representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE.

Coverage shall be at least as broad as:

1. Commercial General Liability Policy. CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damage.

3. Professional Liability Coverage (Errors and Omissions). CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

4. Workers Compensation. CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.

CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.

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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

The policies are to contain, or be endorsed to contain the following provisions:

1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.

2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT'S insurance and shall not contribute with it.

3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents, employees, or volunteers.

4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A-7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontracted to a third party. CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.

MASTER AGREEMENT FOR PROFESSIONAL SERVICES
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THIS AGREEMENT made and entered into on July 1, 2024 by and between the City of Concord , a California municipal corporation, (hereinafter "CITY"), located in the County of Contra Costa, State of California, and TRC Solutions, Inc. (hereinafter “CONSULTANT”), whose address is 1850 Gateway Blvd, Suite 1000, Concord, Ca, 94520.

THE PARTIES ENTER THIS AGREEMENT based upon the following facts, understandings and intentions:

CITY desires to contract with CONSULTANT and CONSULTANT to contract with CITY for provision by CONSULTANT to CITY for professional services as further described herein, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties herein contained, the parties hereto agree as follows:

1. SERVICES.

CONSULTANT shall provide services for specific projects as may be requested by CITY; such services shall be defined, scheduled and authorized in subsequent Task Orders. Services may include, but not be limited to:
• Environmental Services
CONSULTANT shall be an independent contractor and shall have responsibility for and control over the details and means of providing its services under this AGREEMENT. CONSULTANT agrees that its services shall be performed with due diligence and in accordance with generally accepted engineering practices.

CONSULTANT shall use its best efforts to perform and coordinate all activities in a timely manner so that the projects will be completed according to the established project schedules.

2. AUTHORIZED REPRESENTATIVES.

Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’S authorized representative shall be the City Engineer. Said representative is authorized to execute Task Orders on behalf of CITY, including providing for CONSULTANT to be compensated not more than $200,000.00 for each project. Task Orders

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providing for more than $200,000.00 compensation for one project shall be presented to the City Council for its consideration and approval.

CONSULTANT authorized representative shall be Gary Lieberman, Senior Project Manager.

3. COMPENSATION.

CONSULTANT shall be compensated, not to exceed $300,000.00 per fiscal year for basic services rendered under Section 1, as more particularly described in authorized Task Orders, in accordance with the terms and conditions included therein.

CONSULTANT may submit monthly statements for services rendered ; all statements shall include adequate documentation demonstrating work performed during the billing period and shall conform to Federal Funding invoicing requirements, if applicable . It is intended that payments to CONSULTANT will be made by CITY within 45 (forty-five) days of receipt of invoice. Consultant’s failure to secure CITY’s written authorization for additional compensation or changes to the Scope of Work shall constitute a waiver o f any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relief.

4. INDEMNIFICATION.

A. For Design Professional Services Only . Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimburse the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, employees, agents and volunteers) from and against any and all claims, demands, actions, losses, damages, injuries, and liability (including all attorn ey's fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’S part shall not apply to demands, action s, losses, damages, injuries, and liability arising out of sole negligence or willful misconduct on the part of CITY.

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5. OWNERSHIP AND MAINTENANCE OF DOCUMENTS.

All documents furnished by CONSULTANT pursuant to this AGREEMENT are instruments of CONSULTANT’s services in respect to this project. They are not intended nor represented to be suitable for reuse by others on extensions of this project or on any other p roject. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expenses to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.

CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document deliverables are presented to the CITY. Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without restriction or limitations on their use.

CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.

6. STANDARD OF PERFORMANCE.

CONSULTANT represents to CITY that the services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.

7. INSURANCE REQUIRED.

CONSULTANT agrees to have and maintain the policies set forth in Exhibit A entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this

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Agreement by both parties. These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.

8. SUSPENSION OF WORK.

CITY may, at any time, by written notice, suspend further performance by CONSULTANT, and CONSULTANT shall immediately cease performance . All suspensions shall extend the time schedule for performance in a mutually satisfactory manner, and CONSULTANT shall be paid for services performed and reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTA NT shall not receive any payment for services.

9. TERMINATION.

CITY may terminate this Agreement for any reason upon ten (10) days written notice to the other party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT s hall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the effective date of such termination, all of which shall become CITY’s sole property. After receipt of the Work Materials, CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.

10. COMPLIANCE WITH CIVIL RIGHTS.

During the performance of this contract, CONSULTANT agrees as follows:

A. Equal Employment Opportunity . In connection with the execution of this AGREEMENT, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for traini ng including apprenticeship.

B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.

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C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notified by CONSULTANT of CONSULTANT’S obligation under this AGREEMENT and the regulations relative to nondiscrimination on the basis of any protected class pursuant to California law.

11. CONFLICT OF INTEREST.

A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CON SULTANT’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express w ritten consent of the CITY. CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.

B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because CONSULTANT:
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) Possesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)

12. INDEPENDENT CONTRACTOR.

In assuming and performing the services, CONSULTANT is an independent contractor and shall not be eligible for any benefits, which the CITY may provide its employees, except as expressly provided for in the AGREEMENT. All persons, if any, hired by CONSULTA NT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT shall have responsibility for and control over the means of providing services under this AGREEMENT.

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13. COMPLIANCE WITH LAWS.

CONSULTANT shall comply with all applicable federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses and permits for the conduct of its business and the performance of the services.

14. CHOICE OF LAW.

This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction.

In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.

15. NON-WAIVER.

The waiver by either party of any breach of any term, covenant, or condition contained in the AGREEMENT, or any default in their performance of any obligations under the AGREEMENT shall not be deemed to be a waiver of any other breach or default of the s ame or any other term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.

16. ENFORCEABILITY; INTERPRETATION.

In the event that any of the provisions or portions of application of any of the provisions of the AGREEMENT are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the AGREEMENT with a view toward affecting the purpose of the AGREEMENT. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the AGREEMENT shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the AGREEMENT. This Agreement shall be interpreted as though it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.

17. INTEGRATION.

The AGREEMENT contains the entire AGREEMENT and understanding between the parties as to the subject matter of this AGREEMENT. It merges and supersedes all prior or contemporaneous agreements, commitments, representation, writings, and discussions between CONSULTANT and CITY, whether oral or written.

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18. SUCCESSORS AND ASSIGNS : NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE.

CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY's prior written c onsent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement i s not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.

19. FINANCIAL RECORDS.

Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this AGREEMENT will be kept on a generally recognized accounting basis and made available to CITY if and when required.

20. NOTICES.

All notices required hereunder shall be in writing and mailed postage prepaid by Certified or Registered mail, return receipt requested, or by personal delivery to the CITY's address as shown below, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.

To CITY Carlton Thompson, City Engineer
Community Development Department
City of Concord
1950 Parkside Drive
Concord, CA 94519
Phone: 925-6713182
Email: [email protected]

To CONSULTANT Gary Lieberman, Senior Project Manager TRC Solutions, Inc.
1850 Gateway Blvd, Suite 1000
Concord, Ca 94520
Phone: 707-888-1683
Email: [email protected]

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21. TERM.

The term of this AGREEMENT shall be from the date executed above through June 30, 2026, with the option of one one-year extension upon mutual agreement by both CITY and CONSULTANT. The City Manager is authorized to approve the extension.

22. NON-LIABILITY.

No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.

23. EXECUTION.

Each individual or entity executing this Agreement on behalf of CONSULTANT represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of CONSULTANT and that such execution is binding upon CONSULTANT.

This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agr eement, it shall not be necessary to produce or account for more than one such counterpart.

[Signatures follow on next page]

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IN WITNESS WHEREOF, the parties have executed this AGREEMENT in three (3) copies as of the date and year first written above.

TRC Solutions, Inc. CITY OF CONCORD

By:_________________________________ By:______________________________

APPROVED AS TO FORM: ATTEST:

Susanne Meyer Brown Joelle Fockler, MMC
City Attorney City Clerk

Date:

FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date:

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 24/25 TO PAY THE ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.

THE SUM OF $300,000.00. Account Code .

Finance Director's Signature

Name: Gary Lieberman Name: Valerie Barone
Title: Senior Project Manager Title: City Manager
Address: 1850 Gateway Blvd, Suite 1000 Address: 1950 Parkside Drive, MS 01 Concord, Ca 94520 Concord, CA 94519
Telephone:707-888-1683 Telephone: (925) 671-3175

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EXHIBIT “A”

CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CONSULTANT, thei r agents, representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE.

Coverage shall be at least as broad as:

1. Commercial General Liability Policy. CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damage.

3. Professional Liability Coverage (Errors and Omissions). CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

4. Workers Compensation. CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.

CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.

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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

The policies are to contain, or be endorsed to contain the following provisions:

1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.

2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT'S insurance and shall not contribute with it.

3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents, employees, or volunteers.

4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A-7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontracted to a third party. CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.

MASTER AGREEMENT FOR PROFESSIONAL SERVICES
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THIS AGREEMENT made and entered into on July 1, 2024 by and between the City of Concord , a California municipal corporation, (hereinafter "CITY"), located in the County of Contra Costa, State of California, and Verde Design, Inc. (hereinafter “CONSULTANT”), whose address is 2455 The Alameda, Santa Clara, Ca, 95050.

THE PARTIES ENTER THIS AGREEMENT based upon the following facts, understandings and intentions:

CITY desires to contract with CONSULTANT and CONSULTANT to contract with CITY for provision by CONSULTANT to CITY for professional services as further described herein, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of the parties herein contained, the parties hereto agree as follows:

1. SERVICES.

CONSULTANT shall provide services for specific projects as may be requested by CITY; such services shall be defined, scheduled and authorized in subsequent Task Orders. Services may include, but not be limited to:
• Design Services Landscaping
CONSULTANT shall be an independent contractor and shall have responsibility for and control over the details and means of providing its services under this AGREEMENT. CONSULTANT agrees that its services shall be performed with due diligence and in accordance with generally accepted engineering practices.

CONSULTANT shall use its best efforts to perform and coordinate all activities in a timely manner so that the projects will be completed according to the established project schedules.

2. AUTHORIZED REPRESENTATIVES.

Authorized representatives shall represent CITY and CONSULTANT in all matters pertaining to the services to be ordered by CITY or rendered by CONSULTANT under this Agreement except where approval for the CITY is specifically required by the City Council. The CITY’S authorized representative shall be the City Engineer. Said representative is authorized to execute Task Orders on behalf of CITY, including providing for CONSULTANT to be compensated not more than $200,000.00 for each project. Task Orders

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providing for more than $200,000.00 compensation for one project shall be presented to the City Council for its consideration and approval.

CONSULTANT authorized representative shall be Derek C. McKee, Principal.

3. COMPENSATION.

CONSULTANT shall be compensated, not to exceed $300,000.00 per fiscal year for basic services rendered under Section 1, as more particularly described in authorized Task Orders, in accordance with the terms and conditions included therein.

CONSULTANT may submit monthly statements for services rendered ; all statements shall include adequate documentation demonstrating work performed during the billing period and shall conform to Federal Funding invoicing requirements, if applicable . It is intended that payments to CONSULTANT will be made by CITY within 45 (forty-five) days of receipt of invoice. Consultant’s failure to secure CITY’s written authorization for additional compensation or changes to the Scope of Work shall constitute a waiver o f any and all right to adjustment in the price or time due, whether by way of compensation, restitution, quantum meruit, or similar relief.

4. INDEMNIFICATION.

A. For Design Professional Services Only . Pursuant to California Civil Code Section 2782.8, CONSULTANT agrees to indemnify the CITY (including its officers, officials, agents, employees and volunteers) against liability for claims against the CITY that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of this Agreement. The CONSULTANT will reimburse the CITY for any expenditures, including reasonable attorney fees, incurred by the CITY in defending against claims ultimately determined to arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

B. For All Other Services. CONSULTANT agrees to defend, indemnify and hold harmless the CITY (including its officers, officials, employees, agents and volunteers) from and against any and all claims, demands, actions, losses, damages, injuries, and liability (including all attorn ey's fees and other litigation expenses) arising out of the CONSULTANT’s performance under the terms of this Agreement. This indemnification obligation on CONSULTANT’S part shall not apply to demands, action s, losses, damages, injuries, and liability arising out of sole negligence or willful misconduct on the part of CITY.

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5. OWNERSHIP AND MAINTENANCE OF DOCUMENTS.

All documents furnished by CONSULTANT pursuant to this AGREEMENT are instruments of CONSULTANT’s services in respect to this project. They are not intended nor represented to be suitable for reuse by others on extensions of this project or on any other p roject. Any reuse without specific written verification and adoption by CONSULTANT for the specific purposes intended will be at user’s sole risk and without liability or legal exposure and expenses to CONSULTANT, including attorney’s fees arising out of such unauthorized reuse.

CONSULTANT’s records, documents, calculations, and all other instruments of service pertaining to actual project shall be given to CITY at the completion of the project. The CITY reserves the right to specify the file format that electronic document deliverables are presented to the CITY. Title to all plans, specifications, maps, estimates, reports, manuscripts, drawings, descriptions and other final work products compiled by the CONSULTANT under the Agreement shall be vested in the CITY, none of which shall be used in any manner whatsoever, by any person, firm, corporation, or agency without the expressed written consent of the CITY. Basic survey notes and sketches, charts, computations, and other data prepared or obtained under the Agreement shall be made available, upon request, to the CITY without restriction or limitations on their use.

CONSULTANT may retain copies of the above -described information but agrees not to disclose or discuss any information gathered, discussed or generated in any way through this Agreement without the written permission of CITY during the term of this Agreement, unless required by law.

6. STANDARD OF PERFORMANCE.

CONSULTANT represents to CITY that the services shall be performed in an expeditious manner, and with the degree of skill and care that is required by current, good, and sound procedures and practices. CONSULTANT further agrees that the services shall be in conformance with generally accepted professional standards prevailing at the time work is performed.

7. INSURANCE REQUIRED.

CONSULTANT agrees to have and maintain the policies set forth in Exhibit A entitled “INSURANCE REQUIREMENTS,” which is attached hereto and incorporated herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City Attorney as to form and content and shall be provided no later than thirty (30) calendar days following the execution of this

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Agreement by both parties. These requirements are subject to amendment or waiver only if so approved in writing by the CITY. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. The insurance contemplated under this provision shall remain in full force and effect during the term of this Agreement.

8. SUSPENSION OF WORK.

CITY may, at any time, by written notice, suspend further performance by CONSULTANT, and CONSULTANT shall immediately cease performance . All suspensions shall extend the time schedule for performance in a mutually satisfactory manner, and CONSULTANT shall be paid for services performed and reimbursable expenses incurred prior to the suspension date. During the period of suspension, CONSULTA NT shall not receive any payment for services.

9. TERMINATION.

CITY may terminate this Agreement for any reason upon ten (10) days written notice to the other party. CITY may terminate the Agreement upon five (5) days written notice if CONSULTANT breaches this Agreement. In the event of any termination, CONSULTANT s hall promptly deliver to the CITY any and all finished and unfinished reports or other written, recorded, photographic, or visual materials, documents, data, and other deliverables (“Work Materials”) prepared for the CITY prior to the effective date of such termination, all of which shall become CITY’s sole property. After receipt of the Work Materials, CITY will pay CONSULTANT for the services satisfactorily performed as of the effective date of the termination.

10. COMPLIANCE WITH CIVIL RIGHTS.

During the performance of this contract, CONSULTANT agrees as follows:

A. Equal Employment Opportunity . In connection with the execution of this AGREEMENT, CONSULTANT shall not discriminate against any employee or applicant for employment on the basis of any protected class pursuant to California law . Such actions shall include, but not be limited to, the following: employment, promotion, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rate of pay or other forms of compensation; and selection for traini ng including apprenticeship.

B. Nondiscrimination Civil Rights Act of 1964. CONSULTANT will comply with all federal regulations relative to nondiscrimination in federally assisted programs.

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C. Solicitations for Subcontractors including Procurement of Materials and Equipment. In all solicitation, either by competitive bidding or negotiations, made by CONSULTANT for work to be performed under a subcontract including procurement of materials or leases of equipment, each potential subcontractor, supplier or lessor shall be notified by CONSULTANT of CONSULTANT’S obligation under this AGREEMENT and the regulations relative to nondiscrimination on the basis of any protected class pursuant to California law.

11. CONFLICT OF INTEREST.

A. CONSULTANT covenants and represents that neither it, nor any officer or principal of its firm, has, or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of CITY or which would in any way hinder CON SULTANT’s performance of services under this Agreement. CONSULTANT further covenants that in the performance of the Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express w ritten consent of the CITY. CONSULTANT agrees to at all times avoid conflicts of interest, or the appearance of any conflicts of interest, with the interests of the CITY in the performance of this Agreement.

B. CONSULTANT is not a designated employee within the meaning of the Political Reform Act because CONSULTANT:
(1) Will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation or counsel independent of the control and direction of the CITY or of any CITY official, other than normal contract monitoring; and (2) Possesses no authority with respect to any CITY decision beyond the rendition of information, advice, recommendation or counsel. (2 Cal. Code Regs. § 18700(a)(2).)

12. INDEPENDENT CONTRACTOR.

In assuming and performing the services, CONSULTANT is an independent contractor and shall not be eligible for any benefits, which the CITY may provide its employees, except as expressly provided for in the AGREEMENT. All persons, if any, hired by CONSULTA NT shall be employees or subcontractors of CONSULTANT and shall not be construed as employees or agents of the CITY in any respect. CONSULTANT shall have responsibility for and control over the means of providing services under this AGREEMENT.

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13. COMPLIANCE WITH LAWS.

CONSULTANT shall comply with all applicable federal, State of California, and local laws, rules, and regulations and shall obtain all applicable licenses and permits for the conduct of its business and the performance of the services.

14. CHOICE OF LAW.

This Agreement shall be construed and interpreted in accordance with the laws of the State of California, excluding any choice of law rules which may direct the application of the laws of another jurisdiction.

In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be held exclusively in a state court in the County of Contra Costa, California.

15. NON-WAIVER.

The waiver by either party of any breach of any term, covenant, or condition contained in the AGREEMENT, or any default in their performance of any obligations under the AGREEMENT shall not be deemed to be a waiver of any other breach or default of the s ame or any other term, covenant, condition, or obligation, nor shall any waiver of any incident of breach of default constitute a continuing waiver of same.

16. ENFORCEABILITY; INTERPRETATION.

In the event that any of the provisions or portions of application of any of the provisions of the AGREEMENT are held to be illegal or invalid by a court of competent jurisdiction, CITY and CONSULTANT shall negotiate an equitable adjustment in the provisions of the AGREEMENT with a view toward affecting the purpose of the AGREEMENT. The illegality or invalidity of any of the provisions or portions of application of any of the provisions of the AGREEMENT shall not affect the legality or enforceability of the remaining provisions or portions of application of any of the provisions of the AGREEMENT. This Agreement shall be interpreted as though it was a product of a joint drafting effort and no provisions shall be interpreted against a party on the ground that said party was solely or primarily responsible for drafting the language to be interpreted.

17. INTEGRATION.

The AGREEMENT contains the entire AGREEMENT and understanding between the parties as to the subject matter of this AGREEMENT. It merges and supersedes all prior or contemporaneous agreements, commitments, representation, writings, and discussions between CONSULTANT and CITY, whether oral or written.

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18. SUCCESSORS AND ASSIGNS : NO THIRD PARTY BENEFICIARIES; NO JOINT VENTURE.

CITY and CONSULTANT respectively, bind themselves, their successors, assigns, and legal representatives to the terms and obligations of this Agreement. CONSULTANT shall not assign or transfer any interest in the Agreement without the CITY's prior written c onsent, which consent shall be in the CITY’s sole discretion. Any attempted assignment or transfer in breach of this provision shall be void. This Agreement is not intended and shall not be construed to create any third party benefit. This Agreement i s not intended and shall not be construed to create a joint venture or partnership between the parties. CONSULTANT, its officers, employees and agents shall not have any power to bind or commit the CITY to any decision.

19. FINANCIAL RECORDS.

Records of CONSULTANT’s direct labor costs, payroll costs, and reimbursable expenses pertaining to this project covered by this AGREEMENT will be kept on a generally recognized accounting basis and made available to CITY if and when required.

20. NOTICES.

All notices required hereunder shall be in writing and mailed postage prepaid by Certified or Registered mail, return receipt requested, or by personal delivery to the CITY's address as shown below, or such other places as CITY or CONSULTANT may, from time to time, respectively, designate in a written notice given to the other. Notice shall be deemed received three (3) days after the date of the mailing thereof or upon personal delivery.

To CITY Carlton Thompson, City Engineer
Community Development Department
City of Concord
1950 Parkside Drive
Concord, CA 94519
Phone: 925-6713182
Email: [email protected]

To CONSULTANT Derek C. McKee, Principal
Verde Design, Inc.
2455 The Alameda
Santa Clara, Ca 95050
Phone: 408-850-3410
Email: [email protected]

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21. TERM.

The term of this AGREEMENT shall be from the date executed above through June 30, 2026, with the option of one one-year extension upon mutual agreement by both CITY and CONSULTANT. The City Manager is authorized to approve the extension.

22. NON-LIABILITY.

No member of the CITY and no other officer, official, agent, employee or volunteer of the CITY shall be personally liable to CONSULTANT or otherwise in the event of any default or breach of the CITY, or for any amount which may become due to CONSULTANT or any successor in interest, or for any obligations directly or indirectly incurred under the terms of this Agreement.

23. EXECUTION.

Each individual or entity executing this Agreement on behalf of CONSULTANT represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of CONSULTANT and that such execution is binding upon CONSULTANT.

This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agr eement, it shall not be necessary to produce or account for more than one such counterpart.

[Signatures follow on next page]

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IN WITNESS WHEREOF, the parties have executed this AGREEMENT in three (3) copies as of the date and year first written above.

Verde Design, Inc. CITY OF CONCORD

By:_________________________________ By:______________________________

APPROVED AS TO FORM: ATTEST:

Susanne Meyer Brown Joelle Fockler, MMC
City Attorney City Clerk

Date:

FINANCE DIRECTOR'S CERTIFICATION:

Concord, California
Date:

I HEREBY CERTIFY THAT ADEQUATE FUNDS EXIST OR WILL BE RECEIVED DURING THE CURRENT FISCAL YEAR 24/25 TO PAY THE ANTICIPATED EXPENSES TO BE INCURRED PURSUANT TO THIS CONTRACT.

THE SUM OF $300,000.00. Account Code .

Finance Director's Signature

Name: Derek C. McKee Name: Valerie Barone
Title: Principal Title: City Manager
Address: 2455 The Alameda Address: 1950 Parkside Drive, MS 01 Santa Clara, Ca 95050 Concord, CA 94519
Telephone:408-850-3410 Telephone: (925) 671-3175

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EXHIBIT “A”

CONSULTANT shall procure and maintain for the duration of the contract insurance against claims from injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by CONSULTANT, thei r agents, representatives, employees or subcontractors.

MINIMUM SCOPE OF INSURANCE.

Coverage shall be at least as broad as:

1. Commercial General Liability Policy. CONSULTANT shall maintain during the term of this Agreement a commercial general liability insurance policy providing coverage of at least one million ($1,000,000) combined single limit per occurrence or two million ($2,000,000) aggregate limit for bodily injury, personal injury and property damage. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers. CONSULTANT’s insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

2. Automobile Liability Coverage. CONSULTANT shall maintain automobile liability insurance covering all vehicles used in the performance of this Agreement providing a one million dollar ($1,000,000) combined single limit per occurrence for bodily injury, personal injury, and property damage.

3. Professional Liability Coverage (Errors and Omissions). CONSULTANT shall maintain professional liability insurance with coverage for all negligent errors, acts or omissions committed by CONSULTANT, its agents and employees in the performance of this Agreement. The amount of this insurance shall be not less than one million dollars ($1,000,000) on a claims made annual aggregate basis or a combined single limit per occurrence basis.

4. Workers Compensation. CONSULTANT covenants that it will insure itself against liability for Workers' Compensation pursuant to the provisions of California Labor Code §3700, et seq.

CONSULTANT shall, at all times, upon demand of the CITY, furnish proof that Workers' Compensation Insurance is being maintained by it in force and effect in accordance with the California Labor Code. The insurer shall also agree to waive all rights of subrogation against the CITY, its officers, officials, agents, employees and volunteers for losses arising from work performed under this Agreement. This provision shall not apply upon written verification by CONSULTANT that CONSULTANT has no employees.

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If CONSULTANT maintains broader coverage and/or higher limits than the minimums shown above, the CITY requires and shall be entitled to the broader coverage and/or higher limits maintained by CONSULTANT. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement.

The policies are to contain, or be endorsed to contain the following provisions:

1. Additional Insured. CITY, its officers, officials, agents, employees, and volunteers are to be covered as an additional insured as respects: Liability arising out of activities performed by or on behalf of CONSULTANT and operations of CONSULTANT, premises owned, occupied, or used by CONSULTANT. The coverage shall contain no special limitations on the scope or protection afforded to CITY, its officers, officials, agents, employees, or volunteers.

Except for worker's compensation and professional liability insurance, the policies mentioned in this subsection shall name CITY as an additional insured and provide for notice of cancellation to CITY. CONSULTANT shall also provide timely and prompt notice to CITY if CONSULTANT receives any notice of cancellation or nonrenewal from its insurer.

2. Primary Coverage. CONSULTANT'S insurance coverage shall be primary insurance with respect to CITY, its officers, officials, agents, employees, and volunteers. Any insurance, risk pooling arrangement, or self-insurance maintained by CITY, its officers, officials, agents, employees, or volunteers shall be in excess of CONSULTANT'S insurance and shall not contribute with it.

3. Reporting Provisions. Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the CITY, its officers, officials, agents, employees, or volunteers.

4. Verification of Coverage. CONSULTANT shall furnish CITY with certificates of insurance and the original endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The aforementioned policies shall be issued by an insurance carrier having a rating of Best A-7 or better which is satisfactory to the City Attorney and shall be delivered to CITY at the time of the execution of this Agreement or before work commences. Such policies and certificates shall be in a form approved by the City Attorney. CITY reserves the right to require complete certified copies of all required insurance policies at any time.

5. Inclusion in Subcontracts. To the extent any of the services required of CONSULTANT under this Agreement are subcontracted to a third party. CONSULTANT shall include all of the provisions of this Section in all such subcontracts as obligations of the subcontractor.