Professional Services Agreement - Condor Earth — Ripon City Council, October 8, 2024

Professional Services Agreement - Page 1 of 7
City of Ripon Fueling Station and Fleet Facility 2024 SPCC Plan Update Condor Earth

PROFESSIONAL SERVICES AGREEMENT BETWEEN

THE CITY OF RIPON AND

CONDOR EARTH
This Agreement for Professional Services (“Agreement”) is entered into on, October 8, 2024 (the “Effective Date”) between the City of Ripon, a California municipal corporation (“City”) and Condor Earth (“Consultant”), (together sometimes referred to as the “Parties”).

Section 1. SERVICES. In accordance with the terms and conditions set forth in this Agreement, Consultant agrees to perform all services described in the Consultant’s Scope of Services attached hereto as “Exhibit A” and “Exhibit B”. In the event of a conflict in or inconsistency between the terms of this Agreement and said scope of services, this Agreement shall prevail.

1.1 Term of Services. This Agreement shall begin upon signature by all Parties and shall end when Consultant completes the work described in said scope of work, or no later than two (2) years from the date this Agreement was signed by City, which ever is longer, unless the term of the Agreement is otherwise terminated or modified, as provided for herein.

1.2 Standard of Performance. Consultant shall diligently perform all services required in connection with this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession.

1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services in connection with this Agreement.

1.4 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. In the event of termination, Consultant shall be entitled to compensation for services satisfactorily completed as of the date that written notice of termination is received by consultant; City, however, may condition payment of such compensation upon Consultant delivering to City documents and records identified in Section 8.1 of this Agreement.

Section 2. COMPENSATION.

City hereby agrees to pay Consultant an amount NOT TO EXCEED $7,300 for all work described within the Cost Proposalsset forth in “Exhibit A” and “Exhibit B” and made a part of this Agreement.

2.1 Invoices. Consultant shall submit invoices as necessary during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date.

2.2 Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred.

2.3 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

Professional Services Agreement - Page 2 of 7
City of Ripon Fueling Station and Fleet Facility 2024 SPCC Plan Update Condor Earth
Section 3. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance listed below for the period covered by the Agreement. (Rev 3/18)

3.1 General Liability. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability.

Consultant’s general liability policies shall be primary and non-contributory, and be endorsed using Insurance Services Office form CG 20 10 (or equivalent) to provide that City and its officers, officials, employees, and agents shall be additional insureds under such policies. For construction contracts, an endorsement providing completed operations to the additional insured, ISO form CG 20 37, is also required.

3.2 Workers’ Compensation. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance with limits of at least one million dollars ($1,000,000). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

3.3 Auto Liability. Consultant shall provide auto liability coverage for owned, nonowned, and hired autos using ISO Business Auto Coverage form CA 00 01, or the exact equivalent, with a limit of no less than one million dollars ($1,000,000) per accident. If Consultant owns no vehicles, this requirement may be met through a nonowned auto endorsement to the CGL policy.

3.4 Professional Liability. Consultant shall maintain professional liability insurance that insures against professional errors and omissions that may be made in performing the Services to be rendered in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement, and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.

3.5 All Policies Requirements.

3.5.1 Verification of Coverage. Prior to beginning any work under this Agreement, Consultant shall, at the sole option of the City, provide City with (1) certified Certification of Insurance that demonstrates compliance with all applicable insurance provisions contained herein; (2) certified policy endorsements to the general liability policy adding the City of Ripon as an Additional Insured and declaring such insurance primary in regard to work performed pursuant to this Agreement; or (3) upon request by the City, complete certified copies of all policies and/or complete certified copies of all endorsements that demonstrate compliance with this Section 3.

Professional Services Agreement - Page 3 of 7
City of Ripon Fueling Station and Fleet Facility 2024 SPCC Plan Update Condor Earth

3.5.2 Notice of Reduction in or Cancellation of Coverage. A copy of the cancellation provisions must be attached to all insurance obtained in accordance with this Agreement.

Section 4. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. (Rev 3/18)

4.1 Indemnity for Professional Liability: When the law establishes a professional standard of care for Consultant’s Services, to the fullest extent permitted by law, Consultant shall indemnify, protect, defend, and hold harmless City and any and all of its officials, employees and agents from and against any and all losses, liabilities, damages, costs, and expenses, including legal counsel’s fees and costs but only to the extent the Consultant (and its Subconsultants), are responsible for such damages, liabilities and costs on a comparative basis of fault between the Consultant (and its Subconsultants) and the City in the negligent performance of professional services under this agreement. Duty to defend shall be limited to reimbursement of City’s defense costs to the extent caused by Consultant’s negligence.

4.2 Indemnity for Other Than Professional Liability: Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend, and hold harmless City, and any and all of its employees, officials and agents from and against any liability (including liability for claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs of any kind, whether actual, alleged or threatened, including legal counsel’s fees and costs, court costs, interest, defense costs, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, in whole or in part, the negligent performance of this Agreement by Consultant or by any individual or City for which Consultant is legally liable, including, but not limited to officers, agents, employees, or subcontractors of Consultant. Duty to defend shall be limited to reimbursement of City’s defense costs to the extent caused by Consultant’s negligence.

Section 5. STATUS OF CONSULTANT.

5.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent Contractor and shall not be an employee of City. Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent.

Section 6. LEGAL REQUIREMENTS.

6.1 Governing Law. The laws of the State of California shall govern this Agreement.

6.2 Compliance with Applicable Laws. Consultant and any sub-Consultants shall comply with all laws applicable to the performance of the work in connection with this Agreement.

6.3 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any sub-Consultants have all licenses, permits, Professional Services Agreement - Page 4 of 7
City of Ripon Fueling Station and Fleet Facility 2024 SPCC Plan Update Condor Earth
qualifications, and approvals of whatsoever nature, that are legally required to practice their respective professions.

6.4 Nondiscrimination and Equal Opportunity. In compliance with federal, state and local laws, Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, sub-Consultant, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement.

Section 7. MODIFICATION.

7.1 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.

7.2 Assignment and Subcontracting. Consultant may not assign this Agreement or any interest therein without the prior written approval of the City. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the sub-Consultants noted in the proposal, without prior written approval of the City.

7.3 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement.

7.4 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following:

7.4.1 Immediately terminate the Agreement;

7.4.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant in accordance with this Agreement;

7.4.3 Retain a different Consultant to complete the work described in said scope of work not finished by Consultant; or

7.4.4 Charge Consultant for City's excess cost of completion of the unfinished work described in “Exhibit A” and “Exhibit B,” if any. City's excess costs shall be reimbursed by Consultant where City's reasonable cost of completion paid to another qualified new consultant exceeds the amount City would have paid to Consultant pursuant to Section 2 absent the material breach; provided, however that any such excess cost reimbursement shall not exceed 25% of Consultant's quoted price for any unfinished task. Thus, by way of example, if following a material breach by Consultant a specific task which is budgeted at $10,000 has not commenced or adequately completed, and City must retain another new qualified consultant to complete that specific task Consultant would be responsible to reimburse City in the amount of up to $2,500 (25% of the Consultant’s $10,000 quoted price for the subject task). By way of further Professional Services Agreement - Page 5 of 7
City of Ripon Fueling Station and Fleet Facility 2024 SPCC Plan Update Condor Earth
example, if the Consultant’s cost of completion of that specific task is $14,000, Consultant would be responsible to reimburse City in the amount of up to $3,500 (25% of the Consultant’s $14,000 quoted price for the subject task).

Section 8. KEEPING AND STATUS OF RECORDS.

8.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains in accordance with this Agreement and that relate to the matters covered under the terms of this Agreement shall be the property of the City. This clause does not include instruments of service.

8.2 Consultant’s Books and Records. Consultant shall maintain any and all records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.

8.3 Confidential Information and Disclosure. During the term of this Agreement, either party (the "Disclosing Party") may disclose confidential, proprietary or trade secret information (the "Information"), to the other party (the "Receiving Party"). The Receiving Party shall hold the Disclosing Party's Information in confidence and shall take all reasonable steps to prevent any unauthorized possession, use, copying, transfer or disclosure of such Information. Consultant understands that the City is a public entity and is subject to the laws that may compel it to disclose information about Consultant’s business.

Section 9 MISCELLANEOUS PROVISIONS.

9.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

9.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of San Joaquin or in the United States District Court for the Eastern District of California.

9.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect.

9.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

Professional Services Agreement - Page 6 of 7
City of Ripon Fueling Station and Fleet Facility 2024 SPCC Plan Update Condor Earth

9.5 Contract Administration. This Agreement shall be administered by Kevin Werner, who shall act as the City’s representative. All correspondence shall be directed to or through the representative.

9.6 Notices.

Any written notice to Consultant shall be sent to:

Robert Job
President
Condor Earth
P.O. Box 3905
Sonora, CA 95370
Any written notice to the City shall be sent to:

Mr. Kevin Werner
Administrator/City Engineer
City of Ripon
259 N. Wilma Avenue
Ripon, CA 95366

9.7 Integration; Incorporation. This Agreement, including all the exhibits attached hereto, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. All exhibits attached hereto are incorporated by reference herein.

9.8 Alternative Dispute Resolution. If any dispute arises between the Parties that cannot be settled after engaging in good faith negotiations, City and Consultant agree to resolve the dispute in accordance with the following:

Each party will designate a senior management or executive level representative to negotiate the dispute. Through good faith negotiations, the representatives will attempt to resolve the dispute by any means within their authority. If dispute remains unresolved after fifteen (15) days of good faith negotiations, the Parties shall attempt to resolve the disagreement by mediation through a disinterested third person as mediator selected by both Parties. Mediation will begin within thirty (30) days of the selection of this disinterested third party, and will end fifteen (15) days after commencement. The Parties shall equally bear the costs of any third party in any alternative dispute resolution process.

The alternative dispute resolution process is a material condition to this Agreement and must be exhausted as an administrative remedy prior to either party initiating legal action. This alternative dispute resolution process is not intended to nor shall be construed to change the time periods for filing a claim or action specified by Government Code Section 900, et. seq.

9.9 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.

Professional Services Agreement - Page 7 of 7
City of Ripon Fueling Station and Fleet Facility 2024 SPCC Plan Update Condor Earth
The Parties have executed this Agreement as of the date signed by the City.

CITY OF RIPON CONSULTANT
Leo Zuber, Mayor Robert Job, President
Attest:
_________________________
Lisa Roos, City Clerk
Approved as to Form:
____________________________
Thomas Terpstra, City Attorney
Condor Project No. 8190B
September 19, 2024
Joanne Beukelman, Regulatory Compliance Specialist
City of Ripon
259 N. Wilma Avenue
Ripon, CA 95366
Subject: Proposal to Provide SPCC Support for City of Ripon, Fueling Station and Fleet Facility, 240 and 250 Doak Blvd., Ripon, California
Dear Ms. Beukelman:

Condor Earth (Condor) is pleased to present this Proposal to conduct a site visit and prepare a Spill Prevention, Control, and Countermeasure (SPCC) Plan Update for City of Ripon located at 240 and 250 Doak Blvd., Ripon, California (Facility).

SCOPE OF WORK
The requirements for a SPCC Plan are found in Title 40 of the Code of Federal Regulations, Part 112 (40 CFR Part 112), and the California Aboveground Petroleum Storage Act (APSA) [California Health and Safety Code, Chapter 6.67, Section 25270 – 25270.13]. These regulations will be used in the development of the SPCC Plan update.

In the course of the SPCC Plan update, the engineer of record, or his representative, will conduct a site evaluation of your Facility described herein. The site evaluation will allow observations to be made of the current site conditions and if changes have been made at the Facility requiring updates to the SPCC Plan..

The elements of the SPCC Plan include:
• Discussion of conformance with federal regulations;
• Facility description;
• Discharge notification information and procedures;
• Potential spill predictions (volumes, rates, quantities and directions of flows); • Written inspection and/or test procedures;
• Personnel training requirements; and,
• Site security requirements.

The SPCC Plan update prepared by Condor will incorporate updates, regulatory interpretation, and good engineering practices including consideration of applicable industry standards. The SPCC Plan review page will be updated to document the site evaluation and amendments to the SPCC Plan. The SPCC Plan update may include requirements for improvements to spill prevention and control dictated by the regulations or Exhibit A
Proposal
2024 SPCC Update
City of Ripon

Page 2 ends

by good engineering practices. Condor will also include a spill history, site photos, a proposed training documentation form, and a Certification of Applicability of Substantial Harm.

CITY OF RIPON PROJECT PARTICIPATION
City of Ripon will provide Condor with the following: a guided site tour by an individual with knowledge of oil storage locations; a description of the Facility and operations; a copy of the current emergency response/spill response plan; tank testing and inspection records; manufacturer’s information on the Facility tanks, information on past spills, fill and delivery systems, and any Facility tank storage devices; a current list of contractors who provide spill clean-up services; and available Facility Maps or Diagrams in an editable format (i.e., dwg).

CONDITIONS OF SERVICE

1. City of Ripon performs the activities listed in City of Ripon Project Participation above.

2. The Scope of Work is restricted to that which is outlined in this Proposal.

3. Condor will conduct one site visit for the Facility described herein. The Facility site visit is estimated to take approximately 3 hours at Condor’s Associate Environmental Specialist rate.

4. Condor will provide a signed and stamped SPCC Plan Certification page.

5. City of Ripon is responsible for compliance with the existing SPCC Plan, fire codes, local ordinances, and other rules and regulations.

6. City of Ripon will implement recommendations developed from the SPCC Plan Update.

LIMITATIONS
The SPCC Plan will be written in general conformance with the Federal Oil Pollution Prevention regulations found in Title 40 of the Code of Federal Regulations Part 112 (40 CFR part 112) as of the date of preparation. This Proposal assumes the oil storage conditions are in compliance with the SPCC rule at the time of the site visit. No independent mechanical or integrity inspection of the oil systems and their operation, components, and features will be performed. This Scope of Work does not include review of compliance with state and local building, fire, or electrical codes.

City of Ripon is solely responsible for implementation of the SPCC Plan Update. The SPCC Plan Update will not be complete without full implementation of the requirements of 40 CFR Part 112 and Condor’s recommendations.

Condor will provide the services proposed herein subject to the following limitations:
• Confirming the accuracy and sufficiency of the data provided by others is beyond the scope of services provided by Condor.
• The services provided by Condor do not assure, guarantee, or otherwise imply compliance with the respective SPCC regulations and prevention of an oil discharge from City of Ripon Facility. • Condor does not accept liability for fines, penalties, and consequential damages (Condor’s professional liability insurance excludes coverage for fines, penalties and consequential damages).

Proposal
2024 SPCC Update
City of Ripon

Page 3 ends

SCHEDULE AND COST
We are prepared to begin work upon authorization to proceed. Condor assumes no more than one site visit, estimated to take approximately 3 hours, will be conducted for the Facility described herein.

Our estimated fee for the Scope of Work described herein on a time-and-materials basis not to exceed $6,000. If we mutually agree that additional work beyond our stated scope of services is required, upon authorization, we will perform these services on a time-and-materials basis in accordance with the enclosed Schedule of Fees, and in addition to our estimate. Condor can provide a hard copy binder of the SPCC upon request for approximately $150 in addition to the estimated fee.

AUTHORIZATION
If this Proposal is acceptable and City of Ripon would like Condor to proceed with the proposed Scope of Work, please sign and return a copy of the enclosed Work Order Agreement.

We appreciate the opportunity to present this Proposal to City of Ripon If you have any questions, please contact Ashley Adami at (209) 588-6047.

Respectfully,

CONDOR EARTH
Ashley Adami, STI Tank Inspector, AST-6837 Robert Job, PE, CPEA, CPSA Associate Environmental Specialist President
Enclosures:

Work Order Agreement
Condor Schedule of Fees – 2024
\\condor.corp\public\Project\8000_prj\8190 City of Ripon\8190B 2024 SPCC Update\Contracts_Proposals_CE\P 2024 SPCC Update.docx

Page 1 of 6 ends

WORK ORDER AGREEMENT
We are pleased to acknowledge the following work assignment. CONDOR EARTH TECHNOLOGIES, INC., hereinafter referred to as CONDOR, agrees to perform, and CLIENT agrees to pay for services performed in accordance with the scope of work set forth in this WORK ORDER AGREEMENT (AGREEMENT)*. This AGREEMENT supersedes any and all negotiations, correspondence, or agreements either written or oral.

Order Received by: Ashley Adami Date: September 19, 2024 Authorized by: Joanne Beukelman, Regulatory Compliance Specialist Project No: 8190B Invoice to: City of Ripon
259 N. Wilma Avenue
Ripon, CA 95366
Name of Job: City of Ripon Fueling Station and Fleet Facility 2024 SPCC Plan Update Location of Job: 240 and 250 Doak Blvd., Ripon, California, 95366 Scope of Work: Condor will provide SPCC support as described in the attached Proposal dated September 19, 2024.

Fees to be Charged**: Time and materials basis not to exceed $6,000.

If we mutually agree that additional work beyond the scope described in this Proposal is required, then we will perform such work on a time-and-expense basis in addition to our estimated fee. * The “Terms for Environmental Consulting Services” are part of this AGREEMENT. ** Fee schedule, if attached, is considered part of this AGREEMENT.

The parties have read the foregoing, understand completely the terms, and willingly enter into this AGREEMENT effective on the date signed below by CLIENT.

CITY OF RIPON CONDOR EARTH TECHNOLOGIES, INC.

By: By:

Printed Name: Printed Name: Robert J. Job, PE, CPEA, CPSA Position: Position: President
Date: Date: September 19, 2024
License No.: CA 51592

Page 2 of 6 ends

TERMS FOR ENVIRONMENTAL CONSULTING SERVICES

1. SERVICES PROVIDED/DUTIES AND LIMITATIONS
a) CONDOR shall perform or cause to be performed those services as set forth in approved Work Order(s) and incorporated herein by reference. b) Independent Consultant Status - Except as may otherwise be noted herein, CONDOR shall serve as an independent consultant to CLIENT and shall have control over and be responsible for the means and methods for providing services under this Agreement. It is specifically understood that, irrespective of any assignability provisions, CONDOR may retain subcontractors to perform services usually performed by subcontractors and, should CONDOR determine it appropriate or necessary to rely on a subcontractor where it is not customary to do so, CONDOR shall obtain prior written approval or subsequent written confirmation from CLIENT. c) Maintenance of Professional Standards and Ethics - CLIENT recognizes that CONDOR's services in all cases must be rendered in accordance with prevailing professional standards and ethics, as well as certain laws or regulations that apply specifically to CONDOR. d) Standard of Care - Services performed by CONDOR under this Agreement will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. No other representation, express or implied, and no warranty or guarantee is included or intended in this Agreement, or in any report, opinion, document or otherwise. e) Reports - If directed by CLIENT in writing, CONDOR shall provide CLIENT with monthly progress reports summarizing the work performed under this Agreement. Such reports shall be in writing and furnished to CLIENT by the tenth day of each month. CONDOR shall also provide CLIENT with such other reports concerning CONDOR's work progress as CLIENT, in its reasonable discretion, may deem necessary. f) Consequential Damages - CLIENT shall not be liable to CONDOR and CONDOR shall not be liable to CLIENT for any consequential damages incurred by either due to the fault of the other, regardless of the nature of this fault, or whether it was committed by the CLIENT or CONDOR, their employees, agents or subcontractors. Consequential damages include, but are not limited to, loss of use and loss of profit. g) Limitation of Liability - CLIENT agrees to limit CONDOR's liability to CLIENT and all third parties and construction contractors arising from CONDOR's professional acts, errors or omissions, such that the total aggregate liability of CONDOR to all those named shall not exceed $5,000 or CONDOR's total fee for the services rendered under a Work Order, whichever is greater. (If CLIENT wishes to discuss higher limits and the charges involved, he should speak with CONDOR.) CLIENT further agrees to limit CONDOR’s liability to the same amount for contractors and his subcontractors retained by CLIENT and require an identical limitation of CONDOR's liability for damages suffered by the contractor or the subcontractors arising from CONDOR's professional acts, errors or omissions. Neither the contractor nor any of his subcontractors assumes any liability for damages to others which may arise on account of CONDOR's professional acts, errors or omissions, except as otherwise stipulated herein.
h) Notification of Hazardous Materials - When hazardous materials are known, assumed or suspected to exist at a site, CONDOR is required to take appropriate precautions to protect the health and safety of its personnel, to comply with applicable laws and regulations, and to follow procedures that CONDOR deems prudent to minimize physical risks to employees and the public. CLIENT hereby warrants that, if he knows or has any reason to assume or suspect that hazardous materials may exist at the project site, he has so informed CONDOR. CLIENT also warrants that he has done his best to inform CONDOR of such known or suspected hazardous materials' type quantity and location.

2. COMPENSATION AND EXPENSES
a) Fees - CLIENT shall pay compensation for CONDOR's services and shall pay for CONDOR's reasonable costs incurred in performing the services required by this Agreement as set forth in approved Work Orders. CLIENT agrees that CONDOR’s current fee schedule will be the basis for all time-and-materials charges. CLIENT agrees that CONDOR may revise the fee schedule annually. CLIENT will be notified in writing of fee schedule changes.
b) Timely Payment - CLIENT recognizes that time is of the essence with respect to payment of CONDOR's invoices and that timely payment is a material part of the consideration of this Agreement. If CLIENT objects to all or any portion of any invoice, CLIENT will so notify CONDOR in writing within fourteen (14) calendar days of the invoice date, identify the cause of disagreement, and pay when due that portion of the invoice not in dispute. CLIENT shall pay CONDOR for services performed in U.S. funds drawn upon U.S. banks and in accordance with the rates and charges set forth in the approved Work Order and this Agreement. Invoices will be submitted by CONDOR from time to time, but no more frequently than every two (2) weeks, and shall be due and payable within thirty (30) calendar days of invoice date.

CLIENT shall pay an additional charge of one-and-one-half percent (l.5%) (or the maximum percentage allowed by law, whichever is lower) of the invoiced amount per month for any payment received by CONDOR more than thirty (30) calendar days from the date of the invoice. Payment thereafter shall first be applied to accrued interest and then to the principal unpaid amount. Payment of invoices is in no case subject to unilateral discounting or set-offs by CLIENT.

If CLIENT fails to pay invoiced amounts within thirty (30) calendar days of the date of the invoice, CONDOR may at any time, without waiving any other claim against CLIENT and without thereby incurring any liability to CLIENT, suspend this Agreement (as provided for in Section 8, Suspension) or terminate this Agreement (as provided for in Section 9, Termination). In the event legal action is initiated to enforce payment of any invoiced amounts under this Agreement, CLIENT agrees to pay reasonable expenses to collect payment, including court costs and attorney fees.

Page 3 of 6 ends

c) Books of Account - CONDOR shall maintain books and accounts of all charges in accordance with generally accepted accounting principles. At all times during the performance of CONDOR's duties and for a period of one (1) year after completion thereof, CLIENT shall, upon reasonable notice and during business hours, have access to said books and accounts to the extent necessary to verify all charges and costs of CONDOR. d) Changed Conditions - CLIENT has relied on CONDOR's judgment in establishing the geotechnical engineering work scope and fee for this project, given the project's nature and risks. CLIENT shall therefore rely on CONDOR's judgment as to the continued adequacy of this Agreement in light of occurrences or discoveries that were not originally contemplated by or known to CONDOR. Should CONDOR call for contract renegotiation, CONDOR shall identify the changed conditions which in CONDOR's professional judgment make such renegotiation necessary, and CONDOR and CLIENT shall promptly and in good faith enter into renegotiation of this Agreement to permit CONDOR to continue to meet CLIENT's needs. If renegotiated terms cannot be agreed to, CLIENT agrees that CONDOR has an absolute right to terminate this Agreement.

3. DELAYS
In the event that CONDOR's field or technical work is interrupted due to causes beyond its control, CONDOR shall be compensated for the labor, equipment and other costs CONDOR incurs in order to maintain its workforce for CLIENT's benefit during the interruption, or at CLIENT's option, the various costs CONDOR incurs for demobilization and subsequent remobilization. Compensation to CONDOR shall be based upon CONDOR's current fee schedule and expense reimbursement policy. Except for the foregoing provision, neither party shall hold the other responsible for damages or delays in performance caused by acts of God or other circumstances beyond the control of the other party, and which could not reasonably have been anticipated or prevented. For purposes of this Agreement, acts of God and other circumstances include, but are not necessarily limited to, unusual weather, floods, epidemics, war, riots, strikes, lockouts or other industrial disturbances, protest demonstrations, unanticipated site conditions, or inability, despite reasonable diligence, to supply personnel, equipment or material to the project. Should such acts occur, CLIENT and CONDOR shall utilize their best efforts to overcome the resulting difficulties and resume conduct of services called for herein as soon as reasonably possible. Delays within the scope of this provision that cumulatively exceed forty-five (45) calendar days shall, at the option of either party, make this Agreement subject to renegotiation or termination.

4. CONFIDENTIALITY
a) CONDOR agrees to keep confidential and not to disclose to any person or entity, other than CONDOR's employees and subcontractors, without the prior consent of CLIENT, all data and information not previously known to and generated by CONDOR, or furnished to CONDOR and marked CONFIDENTIAL by CLIENT in the course of CONDOR's performance hereunder; provided, however, that this provision shall not apply to data which are in the public domain, or were previously known to CONDOR, or which were acquired by CONDOR independently from third parties not under any obligation to CLIENT to keep said data and information confidential. These provisions shall not apply to information in whatever form that comes into the public domain through no fault of CONDOR, nor shall they be interpreted to in any way restrict CONDOR from complying with an order to provide information or data when such order is issued by a court, administrative agency or other authority with proper jurisdiction. CLIENT agrees that CONDOR may use and publish CLIENT's name and a general description of CONDOR's services with respect to the project in describing CONDOR's experience and qualifications to other clients and prospective clients. CLIENT also agrees that any patentable or copyrightable concepts developed by CONDOR as a consequence of its service hereunder are the sole and exclusive property of CONDOR.
b) The technical and pricing information contained in any proposal submitted by CONDOR as to this project, or in this Agreement or any addendum thereto, is to be considered confidential and proprietary, and shall not be released or otherwise made available to any third party without the express written consent of CONDOR.

5. INDEMNIFICATION PROVISIONS/RISKS
a) Scope of Services - CLIENT recognizes that geotechnical engineering and environmental consulting for a given project begins with development of a scope of services specifically for that project, reflecting the preferences of both CLIENT and CONDOR. The scope of services for this project was developed by a party other than CONDOR, and thus CONDOR can make no claims as to its adequacy, since CONDOR was not involved in or privy to the information and considerations that it reflects. Accordingly, CONDOR is forced to assume that the scope of services is fully adequate for CLIENT's purposes, since CLIENT issued the work scope, and CONDOR assumes further that CLIENT has an alternative source from which to obtain any needed or desired services not listed. Accordingly, CLIENT waives any claim against CONDOR, and agrees to defend, indemnify and hold CONDOR harmless from any claim or liability for injury or loss allegedly arising from CONDOR's failure to perform services limited by or not included in the CLIENT-provided scope of services. CLIENT also agrees to compensate CONDOR for any time spent or expenses incurred by CONDOR in defense of any such claim, in accordance with CONDOR's current fee schedule and expense reimbursement policy.
b) Information Provided By Others - CONDOR shall indicate to CLIENT the information needed for rendering of service hereunder, and CLIENT shall provide to CONDOR such information as is available to CLIENT. CLIENT recognizes that it is impossible for CONDOR to assure sufficiency of such information, either because it is impossible to do so, or because of errors or omissions that may have occurred in assembling the information. Accordingly, CLIENT waives any claim against CONDOR, and agrees to defend, indemnify and hold CONDOR harmless from any claim or liability for injury or loss allegedly arising from errors, omissions or inaccuracies in documents or other information provided to CONDOR by CLIENT. Further, CLIENT agrees to compensate CONDOR for any time spent or expense incurred by CONDOR in defense of any claim, with such compensation to be based upon CONDOR's current fee schedule and expense reimbursement policy. c) Right to Enter - CLIENT shall provide for CONDOR's right to enter from time to time property owned by CLIENT and/or other(s) in order for CONDOR to fulfill the scope of services indicated hereunder. CLIENT understands that use of exploration equipment may unavoidably cause some damage, the correction of which is not part of this Agreement. CLIENT also understands that the discovery of certain conditions and/or taking preventive measures relative to these conditions may result in a reduction of the property's value. Accordingly, CLIENT waives any claim against CONDOR, and agrees to defend, indemnify and hold CONDOR harmless from any claim or liability for injury or loss allegedly arising from procedures associated with subsurface exploration activities or discovery of hazardous materials or suspected hazardous materials. In addition, CLIENT agrees to compensate CONDOR for any time spent or expenses incurred by CONDOR in defense of any such claim, with compensation to be based upon CONDOR's current fee schedule and expense reimbursement policy.

Page 4 of 6 ends

d) Buried Utilities - CLIENT will furnish to CONDOR information identifying the type and location of utility lines and other man-made objects beneath the site's surface. CONDOR will take reasonable precautions to avoid damaging these man-made objects and will, prior to penetrating the site's surface, furnish to CLIENT a plan indicating the locations intended for these penetrations with respect to which CONDOR has been told are the locations of utilities and other man-made objects beneath the site's surface. CLIENT will approve the location of these penetrations prior to their being made and CLIENT will authorize CONDOR to proceed. CLIENT agrees to waive any claim against CONDOR, and to defend, indemnify and hold CONDOR harmless from any claim or liability for injury or loss allegedly arising from CONDOR's damaging underground utilities or other man-made objects that were not called to CONDOR's attention or which were not properly located on plans furnished to CONDOR. CLIENT further agrees to compensate CONDOR for any time spent or expenses incurred by CONDOR in defense of any such claim, in accordance with CONDOR's current fee schedule and expense reimbursement policy. e) Jobsite Safety - Insofar as jobsite safety is concerned, CONDOR is responsible solely for CONDOR’s employees’ activities on the jobsite, but this shall not be construed to relieve CLIENT or any construction contractors from their responsibilities for maintaining a safe jobsite. Neither the professional activities of CONDOR, nor the presence of CONDOR employees and subcontractors, shall be construed to imply CONDOR has any responsibility for methods of work performance, superintendence, sequencing of construction, or safety in, on or about the jobsite.

CONDOR shall not have the responsibility, authority or ability to remove or correct jobsite hazards. CLIENT agrees that the General Contractor is solely responsible for jobsite safety, and warrants that this intent shall be made evident in the CLIENT’s agreement with the General Contractor.

CLIENT also warrants that CONDOR shall be made an additional insured under the General Contractor’s general liability insurance policy. f) Aquifer Contamination - Subsurface sampling may result in unavoidable contamination of certain subsurface areas, as when a probe or boring device moves through a contaminated area, linking it to an aquifer, underground stream, or other hydrous body not previously contaminated and capable of spreading hazardous materials off-site. Because nothing can be done to eliminate the risk of such an occurrence, and because subsurface sampling is a necessary aspect of the work which CONDOR will perform on CLIENT's behalf, CLIENT waives any claim against CONDOR, and agrees to defend, indemnify and hold CONDOR harmless from any claim or liability for injury or loss which may arise as a result of alleged cross-contamination caused by sampling. CLIENT further agrees to compensate CONDOR for any time spent or expenses incurred by CONDOR in defense of any such claim, in accordance with CONDOR's current fee schedule and expense reimbursement policy. g) Discovery of Unanticipated Hazardous Materials - Hazardous materials or certain types of hazardous materials may exist at a site where there is no reason to believe they could or should be present. CONDOR and CLIENT agree that the discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work or termination of services. CONDOR and CLIENT also agree that the discovery of unanticipated hazardous materials will make it necessary for CONDOR to take immediate measures to protect human health and safety, and/or the environment. CONDOR agrees to notify CLIENT as soon as practically possible should unanticipated hazardous materials or suspected hazardous materials be encountered. CLIENT encourages CONDOR to take any and all measures that in CONDOR's professional opinion are justified to preserve and protect the health and safety of CONDOR's personnel and the public, and/or the environment, and CLIENT agrees to compensate CONDOR for the additional cost of such work. In addition, CLIENT waives any claim against CONDOR, and agrees to indemnify, defend and hold CONDOR harmless from any claim or liability for injury or loss arising from CONDOR's encountering of unanticipated hazardous materials or suspected hazardous materials. CLIENT also agrees to compensate CONDOR for any time spent and expenses incurred by CONDOR in defense of any such claim, with such compensation to be based upon CONDOR's current fee schedule and expense reimbursement policy.
h) Naturally Occurring Asbestos (NOA) – CLIENT waives any claim against CONDOR, and agrees to defend, indemnify and hold CONDOR harmless from any claim or liability for injury or loss which may arise as a result of NOA. CLIENT further agrees to compensate CONDOR for any time spent or expenses incurred by CONDOR in defense of any such claim, in accordance with CONDOR's current fee schedule and expense reimbursement policy.
i) Disposal of Samples - Soil, rock, water and/or other samples obtained from the Project site are the property of CLIENT. CONDOR shall preserve such samples for no longer than forty-five (45) calendar days after the issuance of any document that includes the data obtained from them, unless other arrangements are mutually agreed upon in writing. Should any of these samples be contaminated by hazardous substances or suspected hazardous substances, it is CLIENT's responsibility to select and arrange for lawful disposal procedures, that is, procedures which encompass removing the contaminated samples from CONDOR's custody and transporting them to a disposal site. CLIENT is advised that, in all cases, prudence and good judgment should be applied in selecting and arranging for lawful disposal procedures.

Due to the risks to which CONDOR is exposed, CLIENT agrees to waive any claim against CONDOR, and to defend, indemnify and hold CONDOR harmless from any claim or liability for injury or loss arising from CONDOR's containing, labeling, transporting, testing, storing or other handling of contaminated samples. CLIENT also agrees to compensate CONDOR for any time spent and expenses incurred by CONDOR in defense of any such claim, with such compensation to be based upon CONDOR's current fee schedule and expense reimbursement policy. j) Drill Cuttings and Fluids - CLIENT recognizes that, when it is known, assumed or suspected that hazardous materials exist beneath the surface of the project site, certain waste materials, such as drill cuttings and drilling fluids, should be handled as if contaminated. Accordingly, to protect human health and safety as well as the environment, CONDOR will appropriately contain and label such materials; will promptly inform CLIENT that such containerization and labeling has been performed, and will leave the containers on site for proper, lawful removal, transport and disposal by CLIENT. CLIENT waives any claim against CONDOR and agrees to defend, indemnify and hold CONDOR harmless from any claim or liability for injury or loss which may arise as a result of the drill cuttings, drilling fluids or other assumedly hazardous materials being left on site after their containerization by CONDOR. CLIENT also agrees to compensate CONDOR for any time spent and expenses incurred by CONDOR in defense of any such claim, with such compensation to be based upon CONDOR's current fee schedule and expense reimbursement policy. k) Construction-Phase Services - If CONDOR is retained by CLIENT to provide a site representative for the purpose of monitoring specific portions of construction work or other field activities as set forth in the Work Order, then this phase applies. For the specified assignment, CONDOR will report observations and professional opinions to CLIENT. No action of CONDOR or CONDOR's site representative can be construed as altering any AGREEMENT between CLIENT and others. CONDOR will report to CLIENT any observed geotechnically related work which, in CONDOR's professional opinion, does not conform with plans and specifications. CONDOR has no right to reject or stop work of any agent of

Page 5 of 6 ends

the CLIENT. Such rights are reserved solely for CLIENT. Furthermore, CONDOR's presence on site does not in any way guarantee the completion or quality of the performance of the work of any party retained by CLIENT to provide field or construction-related services.

CONDOR will not be responsible for and will not have control or charge of specific means, methods, techniques, sequences or procedures of construction or other field activities selected by any agent or agreement of CLIENT, or safety precautions and programs incident thereto. l) Joint and Several Liability - If hazardous materials are encountered in this project, it is possible that the concept of joint and several liability could be construed to make CONDOR partly or wholly responsible for damages created directly or indirectly by the hazardous materials. CLIENT agrees that it would be unfair for CONDOR to be exposed to such an action because CONDOR had nothing whatsoever to do with the creation of the hazardous condition. Accordingly, CLIENT waives any claim against CONDOR, and agrees to defend, indemnify and hold CONDOR harmless from any claim or liability for injury or loss arising from application of a joint and several liability concept that would in any manner hold or seek to hold CONDOR responsible for creating a hazardous materials condition or permitting one to exist. CLIENT also agrees to compensate CONDOR for any time spent and expenses incurred by CONDOR in defense of any such claim, with such compensation to be based upon CONDOR's current fee schedule and expense reimbursement policy. m) Indemnification by CONDOR - CONDOR agrees to hold harmless and indemnify CLIENT from and against liability arising out of CONDOR's negligent performance of the work, subject to any limitations, other indemnifications or other provisions CLIENT and CONDOR have agreed to. Under no circumstances, however, shall CONDOR have any obligation to defend independently or collectively CLIENT or other Indemnified Parties from and against liability for damages that may arise or be attributed to work performed by CONDOR under this Agreement. Nor shall CONDOR have any obligation to pay for or compensate any party for their defense costs or fees. n) Extension of Protection - CLIENT agrees to extend any and all limitations, indemnifications and waivers provided by CLIENT to CONDOR to those individuals and organizations CONDOR retains for proper execution of the work. These shall be deemed to include, but not necessarily be limited to, CONDOR's officers and employees and their heirs and assigns, as well as CONDOR's agents, subconsultants and subcontractors and their officers, employees, heirs and assigns.
o) Subsurface Risks - CLIENT recognizes that special risks occur whenever engineering or related disciplines are applied to identify subsurface conditions. Even a comprehensive sampling and testing program, implemented with the appropriate equipment and experienced personnel under the direction of a trained professional who functions in accordance with a professional standard of care may fail to detect certain conditions, because they are hidden and therefore cannot be considered in development of a subsurface exploration program. For similar reasons, actual environmental, geologic and geotechnical conditions that CONDOR properly infers to exist between sampling points may differ significantly from those that actually exist. The passage of time also must be considered, and CLIENT recognizes that, due to natural occurrences or direct or indirect human intervention at the site or distant from it, actual conditions discovered may quickly change. CLIENT realizes that nothing can be done to eliminate these risks altogether, but certain techniques can be applied by CONDOR to help reduce them to that level deemed tolerable by CLIENT. CONDOR is available to explain these risks and risk reduction methods to CLIENT but, in any event, the scope of services included with this Agreement is that which CLIENT agreed to or selected in light of his own risk preferences and other considerations. p) Holding CONDOR Harmless - CLIENT understands that "holding CONDOR harmless" would, among other things, require CLIENT to compensate CONDOR for any time spent or expenses incurred by CONDOR in defense of any claim for which CLIENT has agreed to indemnify CONDOR, and that such compensation will be based upon CONDOR's current fee schedule and expense reimbursement policy.

6. OWNERSHIP OF INSTRUMENTS OF SERVICE
All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates and other documents prepared by CONDOR as instruments of service shall remain the property of CONDOR. CONDOR shall retain these records for a period of one (l) year following submission of reports related to the scope of work included in approved Work Orders, during which period they will be made available to CLIENT at all reasonable times.

7. DISPUTE RESOLUTION
a) Curing a Breach - In the event either party believes that the other has committed a material breach of this Agreement, the party maintaining such a belief shall issue a termination notice to the other identifying the facts as perceived, and both parties shall bargain in good faith to cure the causes for termination as stated in the termination notice. If such a cure can be effected prior to the date by which termination otherwise would be effective, both parties shall commit their understanding to writing, and termination shall not become effective. If in curing an actual or alleged breach either party shall waive any rights otherwise inuring to them by virtue of this Agreement, such waiver shall not be construed to in any way affect future application of the provision involved or any other provision. b) Arbitration - All claims, disputes, and other matters in question between the parties to this Agreement, arising out of or relating to this Agreement of the breach thereof, shall be decided by arbitration in accordance with the then-most current rules of the American Arbitration Association, if the parties mutually agree.

8. SUSPENSION
Upon fourteen (14) calendar days' written notice to CONDOR, CLIENT may suspend CONDOR's work. If payment of CONDOR's invoices is not maintained on a thirty (30) calendar day current basis by CLIENT, CONDOR may by giving fourteen (14) calendar days' written notice to CLIENT suspend further work until payment is restored to a current basis. Suspension for any reason exceeding forty-five (45) calendar days shall, at CONDOR's option, make this Agreement subject to renegotiation or termination, as provided for elsewhere in this Agreement. Any suspension shall extend the time schedule for performance in a manner that is satisfactory to both CLIENT and CONDOR, and CONDOR shall be compensated for services performed and charges incurred prior to the suspension date, plus suspension charges.

Page 6 of 6 ends

Suspension charges may include, but shall not be limited to, services and costs associated with putting analyses and documents in order, rescheduling and reassigning personnel and/or equipment and issuing necessary or customary notices to appropriate government agencies.

Compensation to CONDOR shall be based upon CONDOR's current fee schedule and expense reimbursement policy.

9. TERMINATION
CLIENT or CONDOR may terminate this Agreement for reasons identified elsewhere in this Agreement, or for other reasons which may arise.

In the event such termination becomes necessary, the party effecting termination shall so notify the other party, and the termination will become effective fourteen (14) calendar days after receipt of the termination notice. Irrespective of which party shall effect termination or the cause therefore, CLIENT shall within thirty (30) calendar days of termination remunerate CONDOR for services rendered and costs incurred, in accordance with CONDOR's current fee schedule and expense reimbursement policy. Services shall include those rendered up to the time of termination, as well as those associated with termination itself, such as demobilizing, modifying schedules, reassigning personnel, and so on.

Costs shall include those incurred up to the time of termination, as well as those associated with termination and post-termination activities, such as demobilization, decontaminating and/or disposing of equipment, disposal and replacement of contaminated consumables, and so on.

10. MISCELLANEOUS
a) Governing Law - The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws of the State of California.
b) Waiver - The parties agree that a waiver of breach of one term, covenant, or condition of this Agreement is not a waiver of breach of others, nor of subsequent breach of the one waived.
c) Severability - CLIENT and CONDOR have entered into this Agreement of their own free will, to communicate to one another mutual understandings and responsibilities. Any element of this Agreement later held to violate a law or regulation shall be deemed void, and all remaining provisions shall continue in force. However, CLIENT and CONDOR will in good faith attempt to replace an invalid or unenforceable provision with one that is valid and enforceable, and which comes as close as possible to expressing the intent of the original provision. d) Headings - The headings contained in this Agreement are for convenience of reference only and in no way limit or define the scope of this Agreement.
e) Attorneys' Fees - Should any litigation be commenced between the parties to this Agreement concerning this Agreement, or the rights and duties of either in relation thereto, the party prevailing in such litigation shall be entitled to, in addition to such other relief as may be granted, a reasonable sum as and for its attorney fees in such litigation which shall be determined by the Court in such litigation or in a separate action brought for that purpose.
f) Assignment - Neither this Agreement nor any interest therein shall be assigned by either party without the written consent of the other. g) Binding on Heirs - This Agreement shall be binding on and shall inure to the benefit of the heirs, executor, administrators, successors and assigns of the parties hereto.
\\condor.corp\public\Project\8000_prj\8190 City of Ripon\8190B 2024 SPCC Update\Contracts_Proposals_CE\WO 2024 SPCC Update.docx X:\Office\Forms\Contracts\Fee Schedules\2024 Fee Professional Consulting v2.docx

CONDOR EARTH

SCHEDULE OF FEES
2024
STAFF MEMBER RATE PER HOUR ($)

PRINCIPALS/PROJECT MANAGEMENT
Senior Principal ........................................................................................................................................ 260.00 Principal Engineer/Geologist .................................................................................................................... 233.00 Project Director ........................................................................................................................................ 221.00 Project/Senior Manager ............................................................................................................................ 195.00

TECHNICAL
Senior Geotechnical Engineer .................................................................................................................. 221.00 Registered Geotechnical Engineer ........................................................................................................... 211.00 Certified Hydrogeologist/Engineering Geologist ..................................................................................... 211.00 Senior Geologist/Engineer/Environmental Specialist .............................................................................. 201.00 Senior Process Safety Management Specialist ......................................................................................... 201.00 Unmanned Aerial System (UAS) Specialist ............................................................................................. 162.00 GIS Programmer/Analyst ......................................................................................................................... 162.00 Process Safety Management Specialist .................................................................................................... 162.00 Resident Construction Inspector ............................................................................................................... 177.00 Associate Geologist/Engineer/Environmental Specialist ......................................................................... 162.00 Aboveground Storage Tank (AST) Certified Inspector ............................................................................ 162.00 Staff Geologist/Engineer/Environmental Specialist ................................................................................. 147.00 GIS Technician ......................................................................................................................................... 136.00 Engineering Assistant ............................................................................................................................... 119.00 Senior Technician ..................................................................................................................................... 113.00 Draftsperson ............................................................................................................................................. 108.00 Technician .................................................................................................................................................. 93.00 MATERIALS TESTING *
MTSI Project/Laboratory Manager .......................................................................................................... 151.00 Certified Welding Inspector ..................................................................................................................... 145.00 Special Inspector ...................................................................................................................................... 123.00 Senior Materials Technician ..................................................................................................................... 118.00 Materials Technician ................................................................................................................................ 102.00

SUPPORT STAFF
Senior Project Administrator .................................................................................................................... 141.00 Administrative Specialist.......................................................................................................................... 113.00 Project Coordinator .................................................................................................................................. 113.00 Technical Editor ......................................................................................................................................... 84.00 Administrative Assistant ............................................................................................................................ 78.00

MISCELLANEOUS
Overtime (all Saturday work is overtime) ................................................................................... (1.3 times rate) Double-time (all Sundays and Holidays)..................................................................................... (1.7 times rate) Litigation Support ...................................................................................................................... 300.00 – 400.00

NON-LABOR CHARGES
Vehicle charge ................................................................................................. $60 per day plus 67 cents per mile Unit Charges per Condor Unit Fee Schedule
Billable Field Equipment per Condor Billable Field Equipment Schedule Laboratory Charges per Condor Laboratory Fee Schedule
*A 2-hour minimum charge will be applied to all field services, and a 4-hour minimum will be applied for the cancellation of work within 24 hours of scheduled field work.

OUT-OF-POCKET EXPENSES
Billed at cost plus 15% and includes such items as travel expenses, equipment rental, laboratory fees, subcontractors, postage and freight, subcontracted printing or reproduction fees, supplies, etc.

PREVAILING WAGE
Refer to Condor Prevailing Wage Schedule of Fees
Condor Project No. 8190B
September 19, 2024
Joanne Beukelman, Regulatory Compliance Specialist
City of Ripon
259 N. Wilma Avenue
Ripon, CA 95366
Subject: Proposal to Provide Spill Prevention, Control and Countermeasure Plan Training for City of
Ripon, Fueling Station and Fleet Facility, 240 and 250 Doak Blvd., Ripon, California Dear Ms. Beukelman:

Condor Earth (Condor) is pleased to present this Proposal to provide Spill Prevention, Control and Countermeasure (SPCC) Plan training for City of Ripon (City), Fueling Station and Fleet Facility located at 240 and 250 Doak Blvd, Ripon, California (Facility).

SCOPE OF WORK

SPCC PLAN TRAINING
The requirements for a SPCC Plan are found in Title 40 of the Code of Federal Regulations, Part 112 (40 CFR Part 112), and the California Aboveground Petroleum Storage Act (APSA) [California Health and Safety Code, Chapter 6.67, Section 25270 – 25270.13]. The initial and annual training requirements for oil handling personnel are described in the City of Ripon, SPCC Plan. Condor will provide the training that covers the Facility SPCC Plan and the applicable pollution control laws, rules, and regulations.

Condor will provide one training session to City personnel. Condor will also provide presentation materials to the City to conduct additional training for personnel. Training records will be provided to the City for use during the training session to demonstrate compliance with the training requirements of the SPCC Plan.

CITY OF RIPON PROJECT PARTICIPATION
Client will provide Condor with the following:

1. Provide a meeting room within where the SPCC training can be presented to attendees. The room should be equipped with a screen or blank white wall that images can be projected on to. Condor will supply the projection equipment; or,

2. Provide a comfortable setting with shade/cover and seating at the Facility where the SPCC training can be presented to attendees, and Condor will supply attendees with a hard copy of the presentation; and,

3. Attendance of personnel handling oil to fill out a training roster provided by Condor to document training.

Exhibit B
Proposal
SPCC Training
City of Ripon

Page 2 ends

Conditions Of Services

1. Client performs the activities listed in City of Ripon Project Participation above.

2. The Scope of Work is restricted to that which is outlined in this Proposal.

3. Condor will provide one onsite training session for Onsite SPCC Training.

LIMITATIONS
The SPCC training will be provided by Condor at the direction of City of Ripon for its sole use, the only intended beneficiary of this work. No other party should rely on the information contained therein without the prior written consent of Condor and City of Ripon. All information, opinions, interpretations, conclusions, and recommendations are based on information received from others. It is beyond the scope of Condor’s work to verify the accuracy of such information.

Condor will provide the services proposed herein subject to the following limitations:
• The services provided by Condor do not assure, guarantee, or otherwise imply compliance with the respective SPCC regulations and prevention of an oil discharge from City of Ripon. • Condor does not accept liability for fines, penalties and consequential damages (Condor’s professional liability insurance excludes coverage for fines, penalties and consequential damages).

SCHEDULE AND COST ESTIMATE
We are prepared to begin scheduling the site visit and prepare training materials upon authorization to proceed. The PowerPoint training material will be submitted in pdf format after the onsite training has been conducted. The date and time of the SPCC training would be set by mutual consent.

Condor will perform the work described herein for a cost of $1,300 on a lump sum basis. . If we mutually agree that additional work beyond the scope described in this Proposal is required, then we will perform such work on a time-and-expense basis in addition to our estimated fee..

AUTHORIZATION
If this Proposal is acceptable and you would like Condor to proceed with the proposed Scope of Work, please sign and return a copy of the attached Work Order.

We appreciate the opportunity to present this Proposal to City of Ripon. If you have any questions, please contact Ashley at (209) 588-6047.

Respectfully,

CONDOR EARTH
Ashley Adami, STI Tank Inspector, AST-6837 Robert Job, PE, CPEA, CPSA Associate Environmental Specialist President
Enclosures:

Work Order Agreement
Condor Schedule of Fees – 2024
\\condor.corp\public\Project\8000_prj\8190 City of Ripon\8190A1 2024 SPCC Training\Contracts_Proposals_CE\P SPCC Training.docx

Page 1 of 6 ends

Order Received by: Ashley Adami Date: September 19, 2024 Authorized by: Joanne Beukelman, Regulatory Compliance Specialist Project No: 8190A1 Invoice to: City of Ripon
259 N. Wilma Avenue
Ripon, CA 95366
Name of Job: City of Ripon Fueling Station and Fleet Facility SPCC Training Location of Job: 240 and 250 Doak Blvd., Ripon, California, 95366 Scope of Work: Condor will provide SPCC training as described in the attached Proposal dated September 19, 2024.

Fees to be Charged**: $1,300 on a lump sum basis.

The parties have read the foregoing, understand completely the terms, and willingly enter into this AGREEMENT effective on the date signed below by CLIENT.

CITY OF RIPON CONDOR EARTH TECHNOLOGIES, INC.

By: By:

Printed Name: Printed Name: Robert J. Job, PE, CPEA, CPSA Position: Position: President
Date: Date: September 19, 2024
License No.: CA 51592

Page 2 of 6 ends

TERMS FOR ENVIRONMENTAL CONSULTING SERVICES

1. SERVICES PROVIDED/DUTIES AND LIMITATIONS
a) CONDOR shall perform or cause to be performed those services as set forth in approved Work Order(s) and incorporated herein by reference. b) Independent Consultant Status - Except as may otherwise be noted herein, CONDOR shall serve as an independent consultant to CLIENT and shall have control over and be responsible for the means and methods for providing services under this Agreement. It is specifically understood that, irrespective of any assignability provisions, CONDOR may retain subcontractors to perform services usually performed by subcontractors and, should CONDOR determine it appropriate or necessary to rely on a subcontractor where it is not customary to do so, CONDOR shall obtain prior written approval or subsequent written confirmation from CLIENT. c) Maintenance of Professional Standards and Ethics - CLIENT recognizes that CONDOR's services in all cases must be rendered in accordance with prevailing professional standards and ethics, as well as certain laws or regulations that apply specifically to CONDOR. d) Standard of Care - Services performed by CONDOR under this Agreement will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. No other representation, express or implied, and no warranty or guarantee is included or intended in this Agreement, or in any report, opinion, document or otherwise. e) Reports - If directed by CLIENT in writing, CONDOR shall provide CLIENT with monthly progress reports summarizing the work performed under this Agreement. Such reports shall be in writing and furnished to CLIENT by the tenth day of each month. CONDOR shall also provide CLIENT with such other reports concerning CONDOR's work progress as CLIENT, in its reasonable discretion, may deem necessary. f) Consequential Damages - CLIENT shall not be liable to CONDOR and CONDOR shall not be liable to CLIENT for any consequential damages incurred by either due to the fault of the other, regardless of the nature of this fault, or whether it was committed by the CLIENT or CONDOR, their employees, agents or subcontractors. Consequential damages include, but are not limited to, loss of use and loss of profit. g) Limitation of Liability - CLIENT agrees to limit CONDOR's liability to CLIENT and all third parties and construction contractors arising from CONDOR's professional acts, errors or omissions, such that the total aggregate liability of CONDOR to all those named shall not exceed $1,300 or CONDOR's total fee for the services rendered under a Work Order, whichever is greater. (If CLIENT wishes to discuss higher limits and the charges involved, he should speak with CONDOR.) CLIENT further agrees to limit CONDOR’s liability to the same amount for contractors and his subcontractors retained by CLIENT and require an identical limitation of CONDOR's liability for damages suffered by the contractor or the subcontractors arising from CONDOR's professional acts, errors or omissions. Neither the contractor nor any of his subcontractors assumes any liability for damages to others which may arise on account of CONDOR's professional acts, errors or omissions, except as otherwise stipulated herein.
h) Notification of Hazardous Materials - When hazardous materials are known, assumed or suspected to exist at a site, CONDOR is required to take appropriate precautions to protect the health and safety of its personnel, to comply with applicable laws and regulations, and to follow procedures that CONDOR deems prudent to minimize physical risks to employees and the public. CLIENT hereby warrants that, if he knows or has any reason to assume or suspect that hazardous materials may exist at the project site, he has so informed CONDOR. CLIENT also warrants that he has done his best to inform CONDOR of such known or suspected hazardous materials' type quantity and location.

Page 3 of 6 ends

Page 4 of 6 ends

Page 5 of 6 ends

Page 6 of 6 ends

Compensation to CONDOR shall be based upon CONDOR's current fee schedule and expense reimbursement policy.

9. TERMINATION
CLIENT or CONDOR may terminate this Agreement for reasons identified elsewhere in this Agreement, or for other reasons which may arise.

10. MISCELLANEOUS
a) Governing Law - The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws of the State of California.
b) Waiver - The parties agree that a waiver of breach of one term, covenant, or condition of this Agreement is not a waiver of breach of others, nor of subsequent breach of the one waived.
c) Severability - CLIENT and CONDOR have entered into this Agreement of their own free will, to communicate to one another mutual understandings and responsibilities. Any element of this Agreement later held to violate a law or regulation shall be deemed void, and all remaining provisions shall continue in force. However, CLIENT and CONDOR will in good faith attempt to replace an invalid or unenforceable provision with one that is valid and enforceable, and which comes as close as possible to expressing the intent of the original provision. d) Headings - The headings contained in this Agreement are for convenience of reference only and in no way limit or define the scope of this Agreement.
e) Attorneys' Fees - Should any litigation be commenced between the parties to this Agreement concerning this Agreement, or the rights and duties of either in relation thereto, the party prevailing in such litigation shall be entitled to, in addition to such other relief as may be granted, a reasonable sum as and for its attorney fees in such litigation which shall be determined by the Court in such litigation or in a separate action brought for that purpose.
f) Assignment - Neither this Agreement nor any interest therein shall be assigned by either party without the written consent of the other. g) Binding on Heirs - This Agreement shall be binding on and shall inure to the benefit of the heirs, executor, administrators, successors and assigns of the parties hereto.
\\condor.corp\public\Project\8000_prj\8190 City of Ripon\8190A1 2024 SPCC Training\Contracts_Proposals_CE\WO SPCC Training.docx X:\Office\Forms\Contracts\Fee Schedules\2024 Fee Professional Consulting.docx

CONDOR EARTH

SCHEDULE OF FEES
2024
STAFF MEMBER RATE PER HOUR ($)

TECHNICAL
Senior Geotechnical Engineer .................................................................................................................. 221.00 Registered Geotechnical Engineer ........................................................................................................... 211.00 Certified Hydrogeologist/Engineering Geologist ..................................................................................... 211.00 Senior Geologist/Engineer/Environmental Specialist .............................................................................. 201.00 Senior Process Safety Management Specialist ......................................................................................... 201.00 Unmanned Aerial System (UAS) Specialist ............................................................................................. 162.00 GIS Programmer/Analyst ......................................................................................................................... 162.00 Process Safety Management Specialist .................................................................................................... 162.00 Resident Construction Inspector ............................................................................................................... 162.00 Associate Geologist/Engineer/Environmental Specialist ......................................................................... 162.00 Aboveground Storage Tank (AST) Certified Inspector ............................................................................ 162.00 Staff Geologist/Engineer/Environmental Specialist ................................................................................. 147.00 GIS Technician ......................................................................................................................................... 136.00 Engineering Assistant ............................................................................................................................... 119.00 Senior Technician ..................................................................................................................................... 113.00 Draftsperson ............................................................................................................................................. 108.00 Technician .................................................................................................................................................. 93.00 MATERIALS TESTING *
MTSI Project/Laboratory Manager .......................................................................................................... 136.00 Certified Welding Inspector ..................................................................................................................... 130.00 Special Inspector ...................................................................................................................................... 108.00 Senior Materials Technician ..................................................................................................................... 103.00 Materials Technician .................................................................................................................................. 87.00

NON-LABOR CHARGES
Vehicle charge .............................................................................................. $60 per day plus 65.5 cents per mile Unit Charges per Condor Unit Fee Schedule
Billable Field Equipment per Condor Billable Field Equipment Schedule Laboratory Charges per Condor Laboratory Fee Schedule
*A 2-hour minimum charge will be applied to all field services, and a 4-hour minimum will be applied for the cancellation of work within 24 hours of scheduled field work.

PREVAILING WAGE
Refer to Condor Prevailing Wage Schedule of Fees

Ripon City CouncilOctober 8, 2024

Ripon City Council
October 8, 2024