703 Second Street, Suite 411, Santa Rosa, CA 95401
(707) 526-1064 | Tom [email protected]
January 2, 2026
Bryan Heinzelman PE
Associate Civil Engineer
Public Works Department
City of Fairfield
1000 Webster Street, 3rd Floor
Fairfield, CA 94533
Subject: Construction Inspection Services for the City of Fairfield Waterman Water Treatment Plant High Lift Pump and Power Upgrades Project, City Project Number 119-4414 – Addendum #1
Dear Mr. Heinzelman:
At the request of the City of Fairfield (City), Kennedy/Jenks Consultants, Inc. (KJ) is pleased to submit Addendum #1 to upgrade from parttime to fulltime Construction Inspection Services for the City of Fairfield (City) Waterman Water Treatment Plant High Lift Pump and Power Upgrades Project, City Project Number 119-4414, together with additional Special Inspection and Testing Services in support of the Solar Project.
The following is a summary of the proposed changes.
Task 1 Project Management
KJ will manage and submit monthly invoices in an efficient and timely manner and in accordance with the agreement. KJ will coordinate with subconsultants work activities. KJ will provide project management assistance and coordination of KJ’s services to the City’s Project Manager for inspection services provided under this work order. There are no changes to this task.
Task 2 Construction Observation
KJ will provide both on-site inspection services to verify that the contractor’s work is performed in compliance with the contract documents and construction permits. KJ inspector is not authorized to make changes and shall notify the City’s Construction Manager if any deviation from the Contract Documents.
• At the request of the City, the Construction Inspection hours were changed from part time to full time. For, January 2026, February 2026 and March 2026, 140 hours per month have been included for a total of 420 hours. An additional 60 hours have been included for April 2026 to accommodate any changes to the schedule and / or required coordination with the Solar Project. The subtotal for the Task 2 work is $73,616.
Bryan Heinzelman PE
Associate Civil Engineer
703 Second Street, Suite 411, Santa Rosa, CA 95401
(707) 888-8064 | [email protected]
Task 3 Material Testing/Specialty Inspection
KJ will provide material testing and specialty inspection services, including sidewalk subgrade review and compaction testing, concrete review and compression testing, CMU wall steel and grout inspection and testing, transformer pad reinforced steel testing, electrical and water trenches compaction testing as needed to verify materials are furnished and installed in accordance with the contract documents. KJ will maintain reports and results of inspection and material testing services to compliance with the contract documents.
• The City requested Special Inspection and Testing for coordination with the Solar Project. The addendum reflects the scope and budget for the changes. The subtotal for the Task 3 work is $64,426.
Task 4 Startup and Commissioning
KJ will coordinate with the City, the Contractor, and the Design Engineer to successfully start-up and commission the project. KJ will verify that all startup, testing and commissioning activities have been properly performed, accepted and thoroughly documented before the Notice of Substantial Completion is issued. There are no changes to this task.
Fee Estimate
The original contract value is $276,169. KJ proposes to perform the Addendum #1 services for a not to exceed amount of $138,042 in accordance with the enclosed fee proposal presented in Appendix A.
The new proposed contract value is $414,211.
Should you have any questions, please do not hesitate to contact me.
Very truly yours,
Kennedy/Jenks Consultants, Inc.
Tom Gorman
Senior Construction Manager
Enclosed: Appendix A Cost Proposal
Proposal Fee Estimate - Addendum #1
CLIENT Name:
PROJECT Description: Appendix B - Waterman Highlift Pumps and Power Upgrades Project Inspection Services Proposal/Job Number: B028680*34572
City of Fairfield
January 1, 2025 Rates KJ KJ Sub KJ KJ KJ
Classification:
Project Manager (Tom
Gorman)
Inspector (Jorge Luna)
Startup & Commissioning
(Laura Thomas)
Project Assist (Araceli
Aguilar)Total
Labor
Escalation
Materails Testing and
Specilaty Inspection (RGH)
Sub-Markup
ODCs
ODCs
Markup
Total
Labor
Total
Subs
Total
ODCs Total Labor + Subs + ODCs
Hourly Rate: $265 $214 $270 $130 Hours Fees 3% Fees 5% Fees 5% Fees Task 1 - Project Management 112 56 168 $36,960 $572 $0 $1,000 $50 $37,532 $0 $1,050 $38,582 Task 2 - Construction Observation 72 836 908 $197,984 $1,900 $0 $13,500 $675 $199,884 $0 $14,175 $214,059 Task 3 - Material Testing / Specilaty Inspection 24 24 $6,360 $0 $81,037 $4,052 $0 $6,360 $85,089 $0 $91,449 Task 4 - Startup & Commissioning 16 24 192 232 $61,216 $1,555 $0 $7,000 $350 $62,771 $0 $7,350 $70,121 All Tasks Total 224 860 192 56 1332 $302,520 $4,027 $81,037 $4,052 $21,500 $1,075 $306,547 $85,089 $22,575 $414,211 https://kjcnet-my.sharepoint.com/personal/tomgorman_kennedyjenks_com/Documents/Desktop/DesktopFiles/Fairfield/Waterman_WTP/Correspondence/FINAL/Addendum#1/Fairfield Waterman Highlift Pump CM Cost Proposal_Addendum#1_1-2-26.xlsx © 2008 Kennedy/Jenks Consultants, Inc.
S anta Rosa Office
3501 Industrial Drive, Suite A
Sa nta Rosa, CA 95403
707-544-1072
Napa Office
1041 Jefferson St, Suite 4
Napa, CA 94559
707-252 -8105
G
eotechnical, Geological and Laboratory Services
N
ovember 13, 2025
K
ennedy Jenks
Attn: Tom Gorman
703 2nd Street
Santa Rosa, CA 95404
[email protected]
Pr
oposal Proposal Number: 95.022240
Special Inspection Services
Waterman Treatment Plant Solar Project
2900 Vista Grande Circle
Fairfield, CA 95434
A
s requested, we are pleased to submit this proposal to provide special inspection services during construction of the Waterman Treatment Plant Solar Project at 2900 Vista Grande Circle in Fairfield, California. The attached Professional Services Agreement presents our recommended scope of services and corresponding fee estimate.
W
e appreciate the opportunity to submit this proposal and work with you on this project. When you wish to proceed, please return one signed copy of the attached Professional Services Agreement to formalize your authorization.
V
ery truly yours,
RGH Consultants
E
ric G. Chase
Principal Geotechnical Engineer
EGC:JAS:jas:brw
Electronically submitted
https://rghgeo.sharepoint.com/sites/shared/shared documents/work in progress/_pip/_jas/waterman tp solar project 95.022240/95 .022240 proposal.docx
Attachments: Professional Services Agreement
Schedule of Charges
Santa Rosa Office
3501 Industrial Drive, Suite A
Santa Rosa, CA 95403
707-544-1072
Napa Office
1041 Jefferson St, Suite 4
Napa, CA 94559
707-252-8105
Geotechnical, Geological and Laboratory Services
November 13, 2025 Proposal No. 95.022240
PROFESSIONAL SERVICES AGREEMENT FOR GEOTECHNICAL SERVICES
Kennedy Jenks (Project Phoenix) (CLIENT), requests, and RGH Geotechnical and Environmental Consultants, Inc. (RGH), agrees to provide services as described below.
Project Name: Waterman Treatment Plant Solar Project
Project Location: 2900 Vista Grande Circle, Fairfield, California 95434
Project Description: We understand it is proposed to construct new solar array, battery energy storage system, xFMR transformer, switchgear, inverter racks, monitoring racks and chain link fence.
Scope of Services: The scope of RGH’s services during construction is based on the plans that were prepared by Holt Renewables, Orie Engineering and Terrasmart dated 6/24/25 and 8/26/25. Our field person nel will be on site to observe the following:
• Pier drilling;
• Structural steel and rebar placement;
• Concrete placement observation and sampling;
• Mechanical anchorage;
• Concrete compressive strength testing; and
• Materials testing.
The results of our observations and testing will be made available to the contractor(s) on the job site so that timely corrective action might be taken, if required. Upon completion, we will provide a final report .
RGH
CONSULTANTS
Proposal – Special Inspection Services Waterman Treatment Plant Solar Project November 13, 2025 Proposal Number: 95.022240
Fee: RGH proposes to perform the services indicated above on a time- and-expense basis in accordance with our then-current schedule of charges. Our current schedule of charges is attached. Our estimated fee can be itemized as follows:
TASK OR COST ITEMS
VISITS/
UNITS
HRS/VISIT
HRS/UNIT
COST/HR
COST/UNIT COST
Pier drilling/Steel/Concrete 20 7 $180 $25,200
Drive time to and from 33 1 $140 $4,620
Bess, xFMR & Switchgear Equipment
Pad Compaction 2 2 $180 $720
Bess, xFMR & switchgear equipment
pad steel 1 1 $180 $180
Bess, xFMR & switchgear equipment
pad concrete 1 4 $180 $720
Bess anchorage 1 3 $180 $540
Switchboard/Disconnect Pad
compaction 2 2 $180 $720
xFMR & switchgear anchorage 1 2 $180 $360
Switchboard/Disconnect On Concrete
Pad Steel 1 1 $180 $180
Switchboard/Disconnect On Concrete
Pad- Concrete placement 1 2 $180 $360
Switchboard/Disconnect On Concrete
Pad anchorage 1 2 $180 $360
Inverter and Monitoring Racks Drilled
Piers, Steel & Concrete 2 6 $180 $2,160
Cylinder pick up 24 3 $140 $10,080
Concrete compressive strength testing 24 --- $200 $4,800 D 1557 Compaction Curves 3 --- $435 $1,305
Project administration and
reporting results --- --- --- $3,475
SUBTOTAL ESTIMATED COST $55,780
10% Contingency $5,578
TOTAL ESTIMATED COST $61,358
RGH
CONSULTANTS
Proposal – Special Inspection Services Waterman Treatment Plant Solar Project November 13, 2025 Proposal Number: 95.022240
Our total fee could vary depending on the actual construction procedures and rate of progress. These, in turn, are dependent on soil conditions encountered and the prevailing weather. We will keep you advised of our charges by issuing progress billings and will inform you of any changes in conditions which might significantly affect our fee. The above estimate does not include charges for observation and retesting of the repair of unsatisfactory work.
W
e appreciate the opportunity to provide continued services on this project. Please return one signed copy of this Authorization for Additional Services as our formal authorization.
A
UTHORIZATION: The undersigned agrees to the terms and conditions of this Professional Services Agreement. This agreement includes the attached General Conditions and Schedule of Charges.
S
igned _________________________________ Signed
Eric G. Chase
Principal Engineer Printed
Project Manager
Date
C
lient:
A
ddress:
P
hone:
E
mail:
H
ow would you like to receive invoices? Mail Email P
lease provide address for invoices (mail/email)
N
otes/Revisions:
RGH
CONSULTANTS
Proposal – Special Inspection Services Waterman Treatment Plant Solar Project November 13, 2025 Proposal Number: 95.022240
GENERAL CONDITIONS
1. DEFINITIONS
1.1. Contract Documents. Plans, specifications, reports, and agreements between Client and Contractors, including addenda, amendments, supplementary instructions, and change orders.
1.2. Contractor. The contractor or contractors retained to construct the Project for which Consultant is providing Services under this Agreement.
1.3. Day(s). Calendar day(s) unless otherwise stated.
1.4. Hazardous Materials. The term Hazardous Materials means any toxic substances, chemicals, radioactivity, pollutants, or other materials, in whatever form or state, known or suspected to impair the environment in any way whatsoever. Hazardous Materials include, but are not limited to, those substances defined, designated or listed in any federal, state or local law, regulation or ordinance concerning hazardous was tes, toxic substances or pollution.
1.5. Services. The Services provided by Consultant as set forth in this Agreement, the SCOPE OF SERVICES and any written amendment to this Agreement.
1.6. Work. The labor, materials, equipment, and services required to complete the work described in the Contract Documents.
2. SCOPE OF SERVICES
Consultant will perform the Services set forth in the attached SCOPE OF SERVICES.
2.1. Changes in Scope. If Consultant provides Client with a writing confirming a change in the S COPE OF SERVICES, it will become an amendment to this Agreement unless Client objects in writing within 5 business days after receipt. All Services performed by Consultant on the Project are subject to the terms and limitations of this Agreement. If Services are performed, but the parties do not reach agreement concerning modifications to the SCOPE OF SERVICES or compensation, then the terms and limitations of this Agreement apply to such Services, except for the payment terms. The parties agree to resolve disputes concerning modifications to scope or compensation pursuant to Section 19, “Disputes.”
2.2. Licenses. Consultant will procure and maintain business and professional licenses and registrations necessary to provide its Services.
2.3. Excluded Services. Consultant’s Services under this Agreement include only those Services specified in the S
COPE OF SERVICES, OR A WRITTEN
AMENDMENT(S) THERETO. Consultant shall have no other responsibility or obligation except as agreed to in writing.
2.3.1. General. Client expressly waives any claim against Consultant resulting from its failure to perform recommended additional Services th at Client has not authorized Consultant to perform, and any claim that Consultant failed to perform services that Client instructs Consultant not to perform.
2.3.2. Biological Pollutants. Consultant’s SCOPE OF SERVICES specifically excludes the investigation, detection, prevention, or assessment of the presence of Biological Pollutants. The term “Biological Pollutants” includes, but is not limited to, molds, fungi, spores, bacteria, viruses, and/or any of their byproducts. Consultant’s S COPE OF SERVICES will not include any interpretations, recommendations, findings, or conclusions pertaining to Biological Pollutants. Client agrees that Consultant has no liability for any claims alleging a failure to investigate, detect, prevent, assess, or make recommendations for preventing, controlling, or abating Biological Pollutants. Furthermore, Client agrees to defend, indemnify, and hold harmless Consultant from all claims by any third party concerning Biological Pollutants, except for damages caused by Consultant’s sole negligence.
3. PAYMENTS TO CONSULTANT
3.1. Basic Services. Consultant will perform all Services set forth in the attached S COPE OF SERVICES AND SCHEDULE OF CHARGES for the amount(s) set forth therein.
3.2. Additional Services. Any Services performed under this Agreement, except those Services expressly identified in the attached SCOPE OF SERVICES, will be provided on a time and materials basis unless otherwise specifically agreed to in writing by both parties.
3.3. Estimate of Fees. To the best of its ability, Consultant will perform the Services and accomplish the objectives of this Agreement within any written cost estimate provided by it. Client recognizes that changes in scope and schedule, and unforeseen circumstances can all inf luence the successful completion of Services within the estimated cost. The use of an estimate of fees or of a “not to exceed” limitation is not a guarantee that the Services will be completed for that amount; rather, it indicates that Consultant shall not incur fees and expenses in excess of the estimate or limitation amount without obtaining Client’s agreement to do so.
3.4. Rates. Client will pay Consultant at the rates set forth in the SCHEDULE OF CHARGES.
3.4.1. Changes to Rates. Client and Consultant agree that the SCHEDULE OF CHARGES is subject to periodic review and amendment, as appropriate to reflect Consultant’s then-current fee structure.
3.4.2. Prevailing Wages. Unless Client specifically informs Consultant in writing that prevailing wage regulations cover the Project and the S COPE OF SERVICES identifies it as covered by such regulations, Client will reimburse, defend, indemnify and hold harmless Consultant from and against any liability resulting from a subsequent determination that prevailing wage regulations cover the Project, including all costs, fines and attorneys’ fees.
3.5. Payment Timing; Late Charge. All invoices are due upon receipt. All amounts unpaid 30 days after the invoice date will include a late payment charge from the date of the invoice, at the rate of 1-1/2% per month or the highest rate permitted by law. In addition, Consultant may suspend performance of the Services when such failure to pay continues for fifteen (15) days following notice to Client of the same. Geotechnical study reports, plan review letters, or final construction observation reports may be held until payment for services is received by RGH.
3.6 Payment Disputes. If Client objects to any portion of an invoice, Client must so notify Consultant in writing within ten (10) days of the invoice date, identifying in such notice the cause of the disagreement. The parties will immediately make every effort to resolve the di sputed portion of the invoice.
Payment thereafter will first be applied to accrued interest and then to the unpaid principal amount
4. STANDARD OF PERFORMANCE; DISCLAIMER OF WARRANTIES
4.1. Level of Service. Consultant offers different levels of geotechnical engineering Services to suit the desires and needs of different clients. Although the possibility of error can never be eliminated, more detailed and extensive Services yield more information and reduce th e probability of error, but at increased cost. Client must determine the level of Services adequate for its purposes. Client has reviewed the SCOPE OF SERVICES and has determined that it does not need or want a greater level of Services than that being provided.
4.2. Standard of Care. Subject to the limitations inherent in the agreed SCOPE OF SERVICES as to the degree of care, the amount of time and expenses to be incurred, and subject to any other limitations contained in this Agreement, Consultant will perform its Services consisten t with that level of care and skill ordinarily exercised by other pro fessional Consultants practicing in the same locale and under similar circumstances at the time the Services are performed.
4.3. No Warranty. No warranty, express or implied, is included or intended by this Agreement.
4.4 No Fiduciary Duty. Client agrees that Consultant has been engaged to provide technical professional services only and that Consultant does no t owe a fiduciary responsibility to Client or to the project Owner, if different from Client.
RGH
CONSULTANTS
Proposal – Special Inspection Services Waterman Treatment Plant Solar Project November 13, 2025 Proposal Number: 95.022240
5. ESTIMATE OF CONSTRUCTION COSTS
Client acknowledges that construction and Project development are subject to many influences that are not subject to precise forecasting and are outside of Consultant’s control. Client further acknowledges that actual costs incurred may vary substantially from the estimates prepared by Consultant and that Consultant does not warrant or guarantee the accuracy of construction or development cost estimates.
6. CONSTRUCTION PHASE SERVICES
If Consultant’s SCOPE OF SERVICES does not include observation and/or testing during the course of construction, Client acknowledges that such services will be provided by Client or by others and Client assumes all responsibility for interpretation of the Contract Documents and for construction observation and testing. Further, Client waives any claim against Consultant in any way related to such services, and agrees to indemnify, d efend, and hold Consultant harmless from any loss, claim, or damage arising out of or in any way related to the performance of such services by other parties, including, but not limited to claims related to the interpretation, modification, or clarification of the Contract Documents due to changed field or other conditions, except for claims caused by the sole negligence of Consultant.
If Consultant’s SCOPE OF SERVICES includes observation and/or testing during the course of construction the following provisions apply:
6.1. Construction Observation.
6.1.1. Site Meetings & Visits. Consultant will participate in job site meetings as requested by Client, and, unless otherwise requested by Client, visit the site at times specified in the SCOPE OF SERVICES or, if not specified in the S COPE OF SERVICES, at intervals as Consultant deems appropriate to the various stages of construction to observe the geotechnical conditions encountered by Contractor and the progress and quality of the geotechnical aspects of the Work. Based on information obtained during such visits and on such observations, Consultant may inform Client of the progress of the geotechnical aspects of the Work. Client understands that Consultant may not be on site continuously; and, unless expressly agreed otherwise, Consultant will not observe all of the Work.
6.1.2. Contractor’s Performance. Consultant does not, and cannot, warrant or guarantee that all of the geotechnical Work performed by Contractor meets the requirements of Consultant’s geotechnical recommendations or the plans and specifications for such geotechnical Work; nor can Consultant be responsible for Contractor’s failure to perform the Work in accordance with the plans, specifications, or the recommendations of Consultant. Consultant shall not be responsible for the acts, errors, or omissions of the Contractor, Owner, Client, other consultants, or any other persons or entities performing work on the project, except those under the direct control of Consultant.
6.1.3. Contractor’s Responsibilities. Consultant will not supervise, direct, or have control over the Work nor will Consultant have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected by Contractor for the ge otechnical aspects of the Project; for safety precautions and programs incident to the Work; nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor furnishing and performing its Work.
6.1.4. Final Report. At the conclusion of Construction Phase Services, Consultant will provide Client with a written report summarizing the tests and observations, if any, made by Consultant, if requested by the client.
6.2. Review of Contractor’s Submittals. If included in the S COPE OF WORK, Consultant will review and take appropriate action on the Contractor’s submittals, such as shop drawings, product data, samples, and other required submittals. Consultant will review such submitta ls solely for general conformance with Consultant’s design, and will not include review for the following, all of which will remain the responsibility of the Contractor: accuracy or completeness of details, quantities or dimensions; construction means, methods, sequences, or procedures; coordination among trades; or construction safety.
6.3. Tests. Tests performed by Consultant on finished Work or Work in progress are taken intermittently and indicate the general acceptab ility of the Work on a statistical basis. Consultant’s tests and observations of the Work are not a guarantee of the quality of Wor k and do not relieve other parties from their responsibility to perform their Work in accordance with applicable plans, specifications, and requirements.
7. CLIENT’S RESPONSIBILITIES
In addition to payment for the Services performed under this Agreement, Client agrees to:
7.1. Cooperation. Assist and cooperate with Consultant in any manner necessary and within its ability to facilitate Consultant’s performance under this Agreement.
7.2. Representative. Designate a representative with authority to receive all notices and information pertaining to this Agreement, communicate Client’s policies and decisions, and assist as necessary in matters pertaining to the Project and this Agreement. Client’s representative will be subject to change by written notice.
7.3. Rights of Entry. Provide access to and/or obtain permission for Consultant to enter upon all property, whether or not owned by Client, as required to perform and complete the Services. Consultant will operate with reasonable care to minimize damage to the Project Site(s). However, Client recognizes that Consultant’s operations and the use of investigative equipment may unavoidably alter conditions or affect the environmen t at the existing Project Site(s). The cost of repairing such damage will be borne by Client and is not included in the fee unless otherwise stated.
7.4. Relevant Information. Supply Consultant with all information and documents in Client’s possession or knowledge which are relevant to Consultant’s Services. Client warrants the accuracy of any information supplied by it to Consultant, and acknowledges that Consultant is e ntitled to rely upon such information without verifying its accuracy. Prior to the commencement of any Services in connection with a specific property, Client will notify Consultant of any known potential or possible health or safety ha zard existing on or near the Project Site, with particular reference to Hazardous Materials or conditions.
7.5. Subsurface Structures. Correctly designate on plans to be furnished to Consultant, the location of all subsurface structures, such as pipes, tanks, cables, and utilities within the property lines of the Project Site(s), and be responsible for any damage inadvertently cause d by C onsultant to any such structure or utility not so designated. Consultant is not liable to Client for any losses, damages or claims arising from dam age to subterranean structures or utilities that were not correctly shown on plans furnished by Client to Consultant.
8. UNANTICIPATED AND CHANGED CONDITIONS
Actual subsurface conditions may vary from those encountered in the specific locations where Consultant conducts its explorations. Consultant can only base its site data, interpretations, and recommendations on information reasonably available to it. Pra ctical limitations on available data will result in some level of uncertainty, and therefore risk, with respect to the interpretation of environmental, geological, and geotechni cal conditions even when Consultant follows the standard of care. If Consultant discovers conditions or circumstances that it had not contemplated at the commencement of this Agreement (“Changed Conditions”), Consultant will notify Client in writing of the Changed Conditions. Client and Consultant a gree that they will then renegotiate in good faith the terms and conditions of this Agreement. If Consultant and Client cannot agree upon amended terms and cond itions within 30 days after notice, Consultant may terminate this Agreement and be compensated as set forth in Section 18, “Termination.” Underground utilities and other structures that are not properly located on plans and specifications provided to Consultant will be considered a Changed Condition under this clause.
RGH
CONSULTANTS
Proposal – Special Inspection Services Waterman Treatment Plant Solar Project November 13, 2025 Proposal Number: 95.022240
9. HAZARDOUS MATERIALS
Client understands that Consultant’s Services under this Agreement are limited to geotechnical engineering and that Consultan t has no responsibility to locate, identify, evaluate, treat, or otherwise consider or deal with Hazardous Materials. Client is sol ely responsible for notifying all appropriate federal, state, municipal, or other governmental agencies, including the potentially affected public, of the existence of any Hazardou s Materials located on or in the Project site, or located during the performance of this Agreement. The existence or discovery of Hazardous Materials constitutes a Changed Condition under this Agreement. Client further agrees to defend, indemnify, and hold Consultant harmless from any claims related to Hazardous Materials that may be brought or filed by third parties due to the services provided by Consultant under this Agreement, except to the extent caused by the sole negligence of Consultant.
10. CERTIFICATIONS
Client agrees not to require that Consultant execute any certification with regard to Services performed or Work tested and/o r observed under this Agreement unless: 1) Consultant believes that it has performed sufficient Services to provide a sufficient ba sis to issue the certification; 2) Consultant believes that the Services performed or Work tested and/or observed meet the criteria of the certification; and 3) Consultant has reviewed and approved in writing the exact form of such certification prior to execution of this Agreement. Any certification by Consultant is limited to an expression of professional opinion based upon the Services performed by Consultant, and does not constitute a warranty or guarantee, either expressed or implied. Any such certification in no way relieves the contractor or any other party from meeting requirements imposed by contract or other means, inc luding industry standards. Client further agrees not to make resolution of any dispute with the Consultant or payment of any sums due Consultant in any way contingent on Consultant signing any such certification or similar document.
11. ALLOCATION OF RISK
11.1. Limitation of Remedies. In recognition of the relative risks and benefits of the project to Client and Consultant, the risks are allocated such that Client agrees, to the fullest extent permitted by law, that the total cumulative liability of Consultant, its subconsultants and subcontractors, and all of their respective shareholders, directors, officers, employees, and agents (collectively “Consultant Entities”), to Client arising from Services under this Agreement, including any indemnity obligation, any defense costs and attorney’s fees, and any consequential damages which may be due under this Agreement, will not exceed the gross compensation received by Consultant under this Agreement or $50,000, whichever is greater; provided, however, that such liability is further limited as described below. This limitation applies to all lawsuits, claims, or actions that allege errors or omissions in Consultant Entities Services, whether alleged to arise in tort, contract, warranty, or other legal theory. Client further agrees to require any contractor or subcontractor who may perform work in connection with any design, report, or study by Consultant to include a like indemnity and limitation of remedies cla use in favor of Consultant.
Client and Consultant agree that this clause was expressly negotiated and agreed upon.
11.2. Indemnification.
11.2.1. Indemnification of Client. Subject to all otherwise applicable statutes of limitations and repose and the provisions and limitations of this Agreement, including section 11.1 above, Consultant agrees to indemnify and hold harmless Client, its shareholders, officers, directors, and employees from and against any and all third party claims, suits, liabilities, damages, expenses, or losses including reimbursement of reasonable attorney’s fees and costs of defense, collectively “Losses” to the extent caused by Consultant’s negligent performance of its Services under this Agreement. With regard to any claim alleging Consultant’s negligent performance of professional services, Consultant’s defense obligation under this indemnity paragraph means only the reimbursement of reasonable defense costs to the proportionate extent of its actual indemnity obligation hereunder. The indemnity obligations provided under this section shall only apply to the extent such Losses are determined by a court of competent jurisdiction or arbitrator to have been caused by the negligence of Consultant.
11.2.2. Indemnification of Consultant. Client will indemnify and hold harmless Consultant Entities from and against any and all Losses to the extent caused by the negligence or willful misconduct of Client, its employees, agents, and contractors. In addition, except to the extent caused by Cons ultant’s sole negligence, Client expressly agrees to defend, indemnify, and hold harmless Consultant Entities from and against any and all Losses arising from or related to the existence, disposal, release, discharge, treatment, or transportation of Hazardous Materials, or the exposure of any person to Hazardous Materials, or the degradation of the environment due to the presence, discharge, disposal, release of, or exposure to Hazardous Material.
11.3 No Personal Liability . Client and Consultant intend that Consultant’s services will not subject Consultant’s individual employees, officers, or directors to personal liability. Therefore, and notwithstanding any other provision of this Agreement, Client agrees as its sole and exclusive remedy to direct or assert any claim, demand, or suit only against the business entity identified as “Consultant” on the first page of this Agreement.
11.4 Deviation from Recommendations. Unless specifically agreed otherwise in writing, Client agrees that Consultant bears no responsibility for ensuring Client’s or any other party’s compliance with any specifications, procedures, or recommendations provided by Consultant to Client under this Agreement (collectively, “recommendations”). Client hereby releases Consultant from all liability arising from any other party’s failur e to fully comply with recommendations, and Client will defend, indemnify, and hold harmless Consultant from any party’s claims for losses arising from or related to Client’s or any other party’s failure to fully comply with recommendations.
11.5. Consequential Damages. Neither Client nor Consultant will be liable to the other for any special, consequential, incidental, indirect, punitive, or penal losses or damages including but not limited to losses, damages, or claims related to the unavailability of property or facilities, shutdowns or service interruptions, loss of use, profits, revenue, business, reputation, financing or inventory, or for use charges, cost of capital, or claims of the other party or its customers. This waiver applies to all such claims and damages, whether based on contract, warranty, tort, or any other legal theory.
11.6. Continuing Agreement. The indemnity obligations, limitation of remedies, and consequential damages waiver established under this Agreement will survive the expiration or termination of this Agreement. If Consultant provides additional or different Services to Client that the parties do not confirm through execution of an amendment to this Agreement, the obligations of the parties to indemnify each other. the limitations on liability, and the consequential damages waiver established under this Agreement apply to such Services as if the parties had executed an amendment.
12. INSURANCE
12.1. Consultant’s Insurance. Consultant will obtain, if reasonably available, the following coverages:
12.1.1. Statutory Workers’ Compensation/Employer’s Liability Insurance;
12.1.2. Commercial General Liability Insurance with a combined single limit of $1,000,000;
12.1.3. Automobile Liability Insurance, including liability for all owned, hired and non-owned vehicles with minimum limits of $1,000,000 for bodily injury per person, $1,000,000 property damage, and $1,000,000 combined single limit per occurrence; and,
12.1.4. Professional Liability Insurance in amounts of $1,000,000 per claim and annual aggregate.
12.2. Contractor’s Insurance. Client will require that all Contractors and subcontractors for the Project name Consultant as an additional insured under their General Liability and Automobile Liability insurance policies. If Client is not the Project owner, Client will require the Proj ect owner to require the owner’s Contractor to purchase and maintain General Liability, Builder’s Risk, Automobile Liability, Workers’ Compensation, a nd Employer’s Liability RGH
CONSULTANTS
Proposal – Special Inspection Services Waterman Treatment Plant Solar Project November 13, 2025 Proposal Number: 95.022240
insurance with limits no less than as set forth above, and to name Consultant and its subcontractors and subconsultants as ad ditional insureds on the General Liability and Builder’s Risk insurance.
12.3. Certificates of Insurance. Upon request, Consultant and Client will each provide the other with certificate(s) of insurance evidencing the existence of the policies required herein. Except for Professional Liability and Workers’ Compensation Insurance, all policies required herein shall contain a waiver of subrogation.
13. OWNERSHIP AND USE OF DOCUMENTS
13.1. Client Documents. All documents provided by Client will remain the property of Client. Consultant will return all such documents to Client upon request, but may retain file copies of such documents.
13.2. Consultant’s Documents. Unless otherwise agreed in writing, all documents and information prepared by Consultant or obtained by Consultant from any third party in connection with the performance of Services, including, but not limited to, Consultant’s reports, boring logs, maps, field data, field notes, drawings and specifications, laboratory test data and other similar documents (collectively “Documents”) are the property of Consultant. Consultant has the right, in its sole discretion, to dispose of or retain the Documents.
13.3. Use of Documents. All Documents prepared by Consultant are solely for use by Client and will not be provided by either party to any other person or entity without Consultant’s prior written consent.
13.3.1. Use by Client. Client has the right to use the Documents for purposes reasonably connected with the Project for which the Services are provided, including design and licensing requirements of the Project.
13.3.2. Use by Consultant. Consultant retains the right of ownership with respect to any patentable concepts or copyrightable materials arising from its Services and the right to use the Documents for any purpose.
13.4. Electronic Media CLIENT and CONSULTANT both prefer that CONSULTANT use electronic means to issue to CLIENT CONSULTANT’s proposed-final instrument(s) of professional service. CONSULTANT will provide to CLIENT electronic media or access to electronic media in which the instruments of professional service are stored or CONSULTANT will use electronic means, like e-mail, to transmit the instrument(s) of professional service directly. CLIENT and CONSULTANT both realize that data, words, graphical representations, drawings, and other elements of electronically stored or transmitted instruments of professional service may experience unpreventable, random alteration. Accordingly, CLIENT shall have [sixty (60)] calendar days after receiving or gaining access to CONSULTANT’s proposed-final instrument(s) of professional service to inspect the material for readability, accuracy, and completeness. CLIENT shall call to CONSULTANT’s attention any errors, omissions, or other problems, permitting CONSULTANT to provide prompt adjustments or corrections for CLIENT’s additional review. Unless CLIENT requests modifications to the instruments of professional service within 7 days, the instruments of professional service shall become final. CLIENT shall, to the extent permitted by law, waive any and all claims against CONSULTANT that arise from or are related to the unauthorized modification of CONSULTANT’s instruments of professional service by CLIENT or any person or entity that acquires or obtains the instruments of professional service from or through CLIENT. CLIENT shall further indemnify and hold harmless CONSULTANT from and against any and all claims, demands, allegations, causes of action, damages, losses, costs, or other liabilities and expenses (including all attorney’s fees and court costs) that arise from or are related to the unauthorized modification of CONSULTANT’s instruments of professional service by CLIENT or any person or entity that acquires or obtains the instruments of professional service from or through CLIENT. CLIENT shall also compensate CONSULTANT for any time CONSULTANT spends or expenses CONSULTANT incurs arising from or relating to the unauthorized modification of CONSULTANT’s instruments of professional service by CLIENT or any person or entity that acquires or obtains the instruments of professional service from or through CLIENT. Such compensation shall be based upon CONSULTANT’s prevailing fee schedule and expense-reimbursement policy. (The term “any and all claims” used in this provision means “any and all claims in contract, tort, or statute alleging negligence, errors, omissions, strict liability, statutory liability, breach of contract, breach of warranty, negligent misrepresentation, or other acts giving rise to liability.”
13.5. Unauthorized Reuse and Reliance. No party other than Client may rely, and Client will not represent to any other party that it may rely on Documents without Consultant’s express prior written consent, receipt of additional compensation by Consultant, and the written agreement of the party seeking reliance to be bound to the same terms and conditions as Client. Client will not permit disclosure, mention, or communication of, or reference to the Documents in any offering circular, securities offering, loan application, real estate sales docu mentation, or similar promotional material without Consultant’s express prior written consent. Any reuse or modification of the Documents, including Documents in an electronic format, by Client or anyone obtaining them through Client will be at Client’s sole risk and without liability to Consultant. Client will defend, indemnify, and hold Consultant harmless from all claims, demands, actions, and expenses (including reasonable attorney’s fees, expert fees, and other costs of defense) arising out of or in any way related to the reuse or modification of the Documents by Client or anyone obtaining them through Client. Client further rele ases and agrees to defend, indemnify, and hold harmless Consultant from and against any claim, action or proceeding brought by any party claiming to rely upon information or opinions contained in the Documents provided to such person or entity, published, disclosed or referred to without Consultant’s prior written consent.
14. SAMPLES AND CUTTINGS
14.1. Sample Retention. If Consultant provides laboratory testing or analytic Services, Consultant will preserve such soil, rock, water, or other samples as it deems necessary for the Project, but no longer than 45 days after issuance of any Documents that include the data obtai ned from these samples.
Client will promptly pay and be responsible for the removal and lawful disposal of all contaminated samples, cuttings, Hazard ous Materials, and other hazardous substances.
14.2. Monitoring Wells. Client will take custody of all monitoring wells and probes installed during any investigation by Consultant, and will take a ny and all necessary steps for the proper maintenance, repair, or closure of such wells or probes at Client’s expense.
15. ASSIGNMENT AND SUBCONTRACTS
Client and Consultant, respectively, each binds itself and its successors and assigns to the other and its successors and assigns with respect to all covenants of this Agreement. During the term of this Agreement and following its termination for any reaso n, neither Client nor Consultant shall assign, convey, sublet, or transfer any rights under or interest in this Agreement without the prior written consent of the other party, including but not limited to, (a) any interest in the proceeds of this Agreement, or any proceeds of claims arising from or under this Agreement; (b) any rights, claims, or causes of action alleging breach, loss, or damages arising from or under this Agreement; (c) the control of claims or causes of action against the other party arising from or under this Agreement; and (d) any proceeds from claims or causes of action as security, collateral, or the source of payment for any notes or liabilities to any third party. This section shall not, however, apply to any subrogation rights (if a ny) of any insurer of either party. This section shall survive the completion or termination of this Agreement for any reason and shall remain enforceable between the parties. Any assignment that fails to comply with this paragraph will be void and of no effect.
RGH
CONSULTANTS
Proposal – Special Inspection Services Waterman Treatment Plant Solar Project November 13, 2025 Proposal Number: 95.022240
16. RELATIONSHIP OF THE PARTIES
Consultant will perform Services under this Agreement as an independent contractor.
17. SUSPENSION AND DELAYS
17.1. Procedures. Client may, at any time by 10 days written notice suspend performance of all or any part of the Services by Consultant. Consu ltant may terminate this Agreement if Client suspends Consultant’s Services for more than 60 days and Client will pay Consultant as set forth under Section 18, “Termination.” If Client suspends Consultant’s Services, or if Client or others delay Consultant’s Services, Client and Consultant agree to equitably adjust:
(1) the time for completion of the Services; and ( 2) Consultant’s compensation in accordance with Consultant’s then current S CHEDULE OF CHARGES for the additional labor, equipment, and other charges associated with maintaining its workforce for Client’s benefit during the dela y or suspension, or charges incurred by Consultant for demobilization and subsequent remobilization.
17.2. Liability. Consultant is not liable to Client for any failure to perform or delay in performance due to circumstances beyond Consultant’ s control, including but not limited to pollution, contamination, or release of hazardous substances, strikes, lockouts, riots, wars, fires, flood, explosion, “acts of God,” adverse weather conditions, acts of government, labor disputes, delays in transportation, or inability to obtain material and equipment in the open market.
18. TERMINATION
18.1. Termination for Convenience. Consultant and Client may terminate this Agreement for convenience upon 30 days written notice delivered or mailed to the other party.
18.2. Termination for Cause. In the event of material breach of this Agreement, the party not breaching the Agreement may terminate it upon 10 days written notice delivered or mailed to the other party. The termination notice shall state the basis for the termination. The Agreement ma y not be terminated for cause if the breaching party cures the breach within the 10-day period.
18.3. Payment on Termination . Following termination other than for Consultant’s material breach of this Agreement, Client will pay Consultant for Services performed prior to the termination notice date, and for any necessary Services and expenses incurred in connection with the termination of the Project, including but not limited to, the costs of completing analysis, records, and reports necessary to document job statu s at the time of termination and costs associated with termination of subcontractor contracts in accordance with Consultant’s then current SCHEDULE OF CHARGES.
19. DISPUTES
19.1. Mediation. All disputes between Consultant and Client are subject to mediation. Either party may demand mediation by serving a written notice stating the essential nature of the dispute, amount of time or money claimed, and requiring that the matter be mediated withi n 90 days of service of notice.
19.2. Precondition to Other Action. No action or suit may be commenced unless the mediation did not occur within 90 days after service of notice; or the mediation occurred but did not resolve the dispute; or a statute of limitation would elapse if suit was not filed prior to 45 days after service of notice.
19.3. Choice of Law; Venue. This Agreement will be construed in accordance with and governed by the laws of the state in which the Project is located.
Unless the parties agree otherwise, any mediation or other legal proceeding will occur in the state in which the Project is located.
19.4. Statutes of Limitations. Any claim related to or arising out of this Agreement by either party, whether known or unknown, including but not limited to claims for breach of this Agreement or for the failure to perform in accordance with the applicable standard of care, shall be made within two (2) years from the time the Client knew or should have known of its claim, but in any event, not later than four (4) years after the completion of Consultant’s Services on the project.
20. MISCELLANEOUS
20.1. Integration and Severability. This Agreement reflects the entire agreement of the parties with respect to its terms and supersedes all prior agreements, whether written or oral. If any portion of this Agreement is void or voidable, such portion will be deemed stricken and the Agreement reformed to as closely approximate the stricken portions as the law allows, and the remaining provisions of this Agreement shall be va lid and binding on both the Client and Consultant.
20.2. Modification of this Agreement. This Agreement may not be modified or altered, except by a written agreement signed by authorized representatives of both parties and referring specifically to this Agreement.
20.3. Notices. Any and all notices, requests, instructions, or other communications given by either party to the other must be in writing and either hand delivered to the recipient or delivered by first-class mail (postage prepaid) or express mail (billed to sender) at the addresses given in this Agreement.
20.4. Headings. The headings used in this Agreement are for convenience only and are not a part of this Agreement.
20.5. Waiver. The waiver of any term, conditions or breach of this Agreement by Consultant or Client will not operate as a subsequent waive r of the same term, condition, or breach.
20.6. No Third Party Rights. Nothing in this Agreement or as a consequence of any of the Services provided gives any rights or benefits to anyone other than the Client and Consultant. All duties and responsibilities undertaken in this Agreement are for the sole use and exclus ive benefit of Client and Consultant, and not for the use or benefit of any other party.
20.7 Value Engineering. Client acknowledges that if it elects to pursue value engineering on the project, it assumes the risk that it could result in reduced functionality or performance of the project, increased maintenance, or other issues. In addition, if the Client requires the incorporation of changes in the construction documents to accommodate value engineering, the Client agrees, to the fullest extent permitted by law, to waive all claims against Consultant and to indemnify and hold harmless Consul tant from any damages, liabilities or costs, including reasonable attorneys’ fees and costs of defense, which arise in connection with or as a result of the incorporation of such design changes required by the Client. In addition, the Consultant shall be compensated for services necessary to incorporate recommended value engineering changes into reports, drawings, specifications, bidding, or other documents.
20.8 Precedence. These General Conditions take precedence over any inconsistent or contradictory provisions contained in any other agreement term, proposal, purchase order, requisition, notice to proceed, or other document regarding Consultant’s services.
Santa Rosa Office
3501 Industrial Drive, Suite A
Santa Rosa, CA 95403
707-544-1072
Napa Office
1041 Jefferson St, Suite 4
Napa, CA 94559
707-252-8105
Geotechnical, Geological and Laboratory Services
SCHEDULE OF CHARGES
Effective January 1, 2024
Unless agreed otherwise, work is charged for on a time and expense basis in accordance with the following schedule of charges:
PERSONNEL
Principal
.................................................................................................................................. $250/hour Associate ................................................................................................................................. $205/hour Senior Engineer/Geologist ........................................................................................................... $195/hour Project Engineer/Geologist ........................................................................................................... $175/hour Staff Engineer/Geologist .............................................................................................................. $150/hour Field Engineer ........................................................................................................................... $140/hour Field Engineer (Prevailing Wage) ................................................................................................... $180/hour Graphics .................................................................................................................................. $110/hour Administrative Support ................................................................................................................. $90/hour
EQUIPMENT
Slope Inclinometer Instrument ....................................................................................................... $200/day Coring Machine .......................................................................................................................... $400/day Infiltration Test Apparatus…………………………………………………………………………………………………………………..……………….$200/day Sonic Echo Foundation Test Gauge……………………………………………………………………………………………………………………….$200/day Specialty Software (i.e. SLOPE/W, VolFlo) .......................................................................................... $70/hour
CONCRETE
Concrete Compression Testing - Set of 4 Cylinder Breaks ............................................................................. $200 Shotcrete Panel (Includes coring, compression testing of 4 cores, and disposal) ................................................ $400 Each Additional Cylinder Break ............................................................................................................... $50 Each Additional Core Break .................................................................................................................. $100
OTHER
Travel time is charged at regular rates. Vehicle mileage is charged at the current federal rate. For court appearance, expert witness testimony, or deposition the charge is $400 per hour for the principal, associate, and project level professional and $280 per hour for all others, payable in advance. Four and eight hour minimums apply for court appearance.
Time worked in excess of 8 hours per day and Saturday/night work will be charged at 1.5 times the hourly rate. Time worked in excess of 12 hours per day and Sundays/holidays will be charged at 2 times the hourly rate.
Outside services including laboratory analysis, consultants, subcontractors, equipment not listed above, outside reproduction, aerial photographs, meals, lodging, shipping and special equipment or services not listed above are charged at cost plus 20 percent.