Form Name: Master Consultant Agreement (Non-Capital Projects) Form/File No.: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 1 of 16
Master City of San José Consultant Agreement
(Non-Capital Projects)
This Master Agreement is between the City of San José, a municipal corporation (“City”) , and Luhdorff & Scalmanini Consulting Engineers, Inc., a California corporation (“Consultant”).
This Mas ter Agreement is made and entered into this _____ day of ___________ 2025 (“Contract Date”).
T
HE CITY AND CONSULTANT AGREE AS FOLLOWS:
1. AGREEMENT SCOPE
1.1 General: T he Consultant will provide professional consulting services to the City on a n as - needed basis pursuant to individual service orders issued in accordance with the terms and conditions of this Master Agreement. The type of professional consulting services the Consultant will provide can be described generally as: To provide water supply support services to the City of San José, Environmental Services Department, Water Resources Division.
1.2 Exhibits: This Master Agreement consists of this agreement form, all Approved Service Orders (defined in Subsection 3.2 below), and the foll owing exhibits, which are incorporated herein by reference:
Exhibit A: Appr oved Service Order Form
Exhibit B: Schedule of Rates and Charges
Exhibit C: Insurance Requirements
Exhibit D: Schedule of Specific Services
1.3 Director: “Director” means the Director of Environmental Services or the Director’s designee.
1.4 Business Days: “Business Day” and “Business Days” means the day (s) on which City Hall is open to conduct regular business with the public.
1.5 Entire Agreement: T his Master Agreement is the final, complete and exclusive understanding of the parties as to the matters contained herein. It supersedes all prior communications and understandings regarding such matters.
1.6 Amendments: This Master Agreement may be modified only by a written amend ment executed by the parties.
2. AGREEMENT TERM
2.1 The term of this Master Agreement is from the January 1, 2025 to December 31, 2028, inclusive, unless terminated earlier pursuant to Section 19 below.
2.2 Retroactive Services: The Consultant provide d services before the Contract Date in anticipation of the Agreement’s execution. The Director accepts and approves the services provided before the Contract Date; the City will compensate the Consultant for those services in accordance with the terms of this Agreement. However, in no event will the City compensate the Consultant for services performed before January 1, 2025.
3. S ERVICE ORDERS
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Form/File No.: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 2 of 16
3.1 General: The Consultant will pr ovide professional services to the City as set forth in Exhibit D and as further described pursuant to individual service orders. Each service order will describe the services and deliverables (collectively “Work”) the Consultant must provide the time lim it within which the Consultant must complete the Work and the compensation for the Work.
3.2 Approved Service Order: The City will not compensate the Consultant for any Work until the Director has executed the service order for such Work (“Approved Service Order”).
3.3 Obligation to Issue: Th e City has no obligation to issue any Approved Service Orders under this Master Agreement. The City may issue any number of Approved S ervice Orders provided that the sum of the maximum compensation of all Approved S ervice Orders cannot exceed the Maximum Total Compensation (defined in Subsection 10.1 below).
3.4 Preparation: Each Approved Service Order will be in substantially the form specified in Exhibit A. Subject to the terms and conditions of this Master Agreement, the Consultant and the City will negotiate the specific requirements of each Approved Service Order.
3.4.1 Director’s Request to Prepare Proposal : The Director will request the Consultant to prepare a written service order proposal. The Director will either request the Consultant to include a draft scope of Work in its proposal, or provide the Consultant with a draft scope of Work upon which the Consultant must base its proposal.
3.4.2 Meeting/Site Inspection: A s part of the Director’s reques t for the Consultant to prepare a service order proposal, the Director may require the Consultant to meet to discuss the scope and location of the Work, the schedule of performance , and any other relevant details.
3.4.3 Consultant Proposal : Th e Consultant will prepare a written service order pr oposal in accordance with the Director’s request. The Consultant will provide the proposal in both paper and electronic form. The proposal must include, but is not limited to, the following:
• T he proposed scope of Work;
• The name and assignment of each of Consultant’s professional employees who will be principally responsible for performing the Work;
• T he names of any subconsultant s the Consultant w ould use and the portion of Work they would perform;
• A time schedule and cost for providing the Work; and
• A ny other information requested by the Director.
3.4.4 F inal Service Order: Once the Consultant and the Director agree on the terms and conditions of the proposed service order, the City will prepare the final service order.
3.5 Incorporation o f Terms and Conditions: Each Approved Service Order incorporates the terms and conditions of this Master Agreement, and becomes a part of this Master Agreement.
3.5.1 No Conflicts: An Approved Service Order must be con sistent with, and cannot alter the terms and conditions of this Master Agreement.
3.5.2 Agreement Controls: The terms and conditions of this Master Agreement control over the terms and conditions contained in an Approved Service Order – even if the Approved
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Form/File No.: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 3 of 16
Service Order expressly states that it is i ntended to control . Any conflicting terms and conditions in an Approved Service Order are invalid and unenforceable.
3.6 Performance: Subject to Subsection 3.5 above, the Consultant must perform the Work in accordance with the specific requirements of the Approved Service Order . The Consultant must coordinate and cooperate with City staff, consultants and contractors in performing the Work, and must perform the Work to the Director’s satisfaction.
4. INTENTIONALLY OMITTED
5. CITY’S CONTRACT MANAGER
Attachment B of each Appr oved Service Order will identify the City’s contract m anager. The City can change its contract manager by providing the Consultant with written notice.
6. CONSULTANT’S STAFFING
6.1 Consultant’s Contract Manager and Other Staffi ng: Attachment B of each A pproved Service Order will identify the following:
• T he Consultant’s contract manager, and
• T he Consultant(s) and/or employee(s) of the Consultant principally responsible for providing the Work.
Attachment B w ill also indicate whether any of the identif ied persons are required to file a Statement of Economic Interests, Form 700 (“Form 700”), provided that the individual does not have a current Form 700 on file with the City Clerk for a separate agreement with the City .
Anyone required to file a Form 700 must do so in accordance with the requirements of Subsection 17.2 below.
6.2 C ontract Manager’s Authority: The Consultant’s contract manager must be authorized to act on behalf of the Consultant for purposes of decisions regarding the Approved Service Order.
6.3 Staffing Changes: The D irector’s prior written approval is required for the Consultant to remove, replace or add to any of its staffing identified in Attachment B of an Approved Service Order.
7. USE OF SUBCONSULTANTS
7.1 Authority to Use : Attachment B of each Approved Service Order will state whether or not the Consultant can use subconsultant s to provide any part of the Work . If Attachment B does not authorize the Cons ultant to use subconsultant s, then the Dir ector’s prior written approv al is required for the Consultant to use a subconsultant to perform any part of the Work.
7.2 Use of S ubconsultants: If Attachment B of an Approved Service Order authorizes the use of one or more subconsultant s, then it will id entify the name of each suc h subconsultant and the portion of Work each such subconsultant will perform. The Director’s prior written consent is required for the Consultant to remove, replace or add to the subcon sultants identified in Attachment B.
7.3 Subc onsultant Work: The Cons ultant warrants all services and deliverables provided by any subconsultant it uses, and represents that each such subconsultant is specially trained, experienced, and competent to perform its portion of the Work.
8. INDEPENDENT CONTRACTOR
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Form/File No.: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 4 of 16
8.1 General: The Consultant has complete control over its operations and employees, and is an independent contractor. The Consultant is not an agent or employee of the City, and does not represent or act as the City’s agent or employee. T he Consultant does not have any rights to retirement benefits or other benefits accruing to City employees, and expressly waives any claim it may have to any such rights.
8.2 Subcontractors: As an independent contractor, the Consultant has complete control over its subconsultants, subcontractors, suppliers, agents and any other person or entity with whom the Consultant contracts in furtherance of this Master Agreement and/or any Approved Service Order (collectively “Subcontractors”). Subject to the requir ements of Section 7 above, the Consultant is solely responsible for selecting, managing and compensating its Subcontractors, and for ensuring they comply with this Master Agreement.
8.3 Indemnity: T he Consultant shall place in each Subcontractor agreement indemnity obligations in favor of the City in the exact form and substance of those contained in Section 11 below.
9. STANDARD OF PERFORMANCE
The Consultant represents that it will only perform Work for which it possesses all necessary training, licenses and permits. The Consultant represents that its performance of all such Work will conform to the standard of practice of a professional that specializes in performing professional services of a like nature and complexity.
10. COMPENSATION
10.1 Maximum Compensation: There is a max imum compensation for this Agreement and a separate maximum compensation for each Approved Service Order.
10.1.1 Maxim um Total Compensation – Agreement: The maximum total , aggregate compensation the C ity will pay the Consultant for all professional fees, costs and expenses for all Approved Service Orders issued under this Master Agreement shall not exceed $800,000 (“Maximum Total Compensation”).
10.1.2 Maxim um Compensation – Service Order: The cover page o f each Approved Serv ice Order will specify the maximum amount p ayable to the Consultant for all professional fees, costs and expenses related to the Consultant providing the Work (“Maximum Service Order Compensation”). The Consultant shall complete all Work required by the Approved Service Order for no more than the Maximum Service Order Compensation.
10.2 Exhibit B – S chedule of Rates and Charges : Exhibit B sets forth a schedule of the Consultant’s rates and charges (“Schedule of Rates and Charges”) that applies to any services provided in an Approved Task Order on a tim e and materials basis. The Schedule of Rates and Charges is subject to the following requirements:
10.2.1 Premium Pay : “Premium Pay” is a special pay rate for working during times that are less desirable, such as week ends, holidays or late shifts. The City w ill not pay the Consultant Premium Pay.
10.2.2 No Increases: The City will not increase the Schedule of Rates and Charges during the Master Agreement term.
10.2.3 Conflict: In the event of a disc repancy between this Section and the Schedule of Rates and Charges, this Section governs.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Form/File No.: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 5 of 16
10.3 Compensation Table: Attachment C of each Approved Service Order is a compensation table setting forth the manner in which the City will pay the Maximum Service Order Compensation (“Compensation Table”). Each Compensation Table is subj ect to the terms and conditions set forth below in Subsections 10.4 through 10.7.
10.4 Compensation Table – Part 1: Part 1 of the Compensation Table addresses compensation for the various tasks performed in accordance with the Approved Service Order. The following terms and conditions apply to Part 1 of the Compensation Table.
10.4.1 Task Numbers (Column 1): Column 1 sets forth the task number(s) for which the City will compensate t he Consultant. Each task number correspond s to the same task number in Attachment A of the Approved Service Order. If a task number included in Attachment A is not included in the Compensation Table, then the City will not compensate the Consultant separately for that task, a nd payment for such task is deemed included in the other task(s) for which the Consultant is receiving compensation.
10.4.2 Basis of Compensation (Column 2): Column 2 identifies whether the City will pay the Consultant for the task(s) on a time -and-materials b asis or on a fixed-fe e (lump- sum) basis.
10.4.3 Invoice Period (Column 3): Column 3 identifies when the Consultant must submit its invoice for payment. If invoicing is monthly, the Consultant must submit its invoice to the City by the 10
th B usiness D ay of each month for Work completed during the previous month. If invoicing is upon the completion of a task or group of tasks, the Consultant must submit its invoice to the Director within 20 Business Days following completion of the task(s) to the Director’s satisfaction. If invoicing is upon the completion of all Work, the Consultant must submit its invoice to the Director within 20 Business Days following completion of all Work to the Director’s satisfaction.
10.4.3.1 I nvoice: Each invoice must include sufficient informat ion and supporting documents to establish t o the Director’s satisfaction that the Consultant is entitled to the payment requested. The City will pay the undisputed portion of the invoice amount within 20 Business Days of the Di rector’s approval of such undisputed amount.
10.4.3.2 I
nvoices Based o n Time and Materials: If time and materials is the basis of compensation, then the Consultant will base its invoice on the hours, professional fees, costs, and charges associated with t he Work completed during the invoice period. If the Consultant is ent itled to reimbursable expenses and/or separate payment for subconsultant costs, the invoice will include such expenses and/or costs associated with the Work completed during the invoice period. The City will compe nsate the Consultant in accordance with th e Schedule of Rates and Charges attached to this Master Agreement as Exhibit B.
10.4.3.3 Mo
nthly Invoices Based on Fixed Fee: If the Consultant invoices monthly for a “f ixed fee,” then the Consultant will base i ts monthly invoice on the percentage of Work completed during the previous month. If the Consultant is entitled to reimbursable expenses and/or separate payment for subconsultant costs, the invoice will include such expenses and/or costs incurred during t he previous month.
10.4.4 Compensation (Colu mn 4): Column 4 sets forth the total compensation the City will pay the Consultant for completing the task(s).
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Form/File No.: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 6 of 16
10.4.4.1 Time & Materials: If time and materials is the basis of compensation, then the amount in Column 4 is a “not -to-exceed” or maximum amount. Any hours worked for which payment would result in a total exceeding the amount in Column 4 is at no cost to the City. If the Consultant completes the task(s) for less than the amount set forth in Column 4, the Director (in the Director’s sole discretion) may use the cost savings to increase the budget of another task.
The Director must authorize such reallocation of cost savings in writing.
10.4.4.2 Fi xed Fee: If “fixed fee” is the basis of compensati on, then the Consultant must complete the t ask(s) for the amount set forth in Column 4. Any hours worked for which payment would result in a total exceeding the amount in Column 4 are at no cost to the City.
10.5 Compensation Tab
le – Part 2: Part 2 of t he Compensation Table indicates whether or not the City will reimburse the Consultant separately for expenses incurred in providing the Work. The following terms and conditions apply if the City reimburses the Consultant separ ately fo r expenses.
10.5.1 Su bco nsultants: The cost of subconsultant s is not treated as a reimbursable expense.
Subsection 10.6 below addresses payment for the cost of subconsultants.
10.5.2 Maximum Amount of Reimbursable Expenses: T he City will reimburse the Consultant for expe nses up to the maximum amount set forth in the last column of Part 2. Any expenses that the Consultant incurs in excess of the stated maximum are at no cost to the City.
10.5.3 Expenses That Are Reimbursable: Any reimbursement to the Consultant is limit ed to the expenses set forth below in the Reimbursable Expense Schedule. The City will reimburse these expenses at actual cost only unless a markup is specified.
Reimbursable Expense Schedule Mark U p
1. The cost of mailing, shipping and/or delivery of any documents or materials. No Markup
2. The cost of photographing, printing, reproducing and/or copying any documents or materials.
No Markup
3. Telephone and facsimile transmission charges. No Markup
4. The rental of any specialized equipment to the extent the City’s contract manager has preapproved, in writing, the cost of such rental.
As specified,
not to exceed
10%
5. With the written pre-authorization of the City’s contract manager, mileage and other travel-related expenses to the same extent that the City reimburses its employees pursuant to the Employee Travel Policy (City Policy Manual, Sections 1.8.2 and 1.8.3). The Consultant acknowledges that it has received a copy of Sections 1.8.2 and 1.8.3 and is familiar with these sections of the Employee Travel Policy.
No Markup
6. Any expenses expressly identified as being reimbursable in the Schedule of As specified, not to exceed
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Form/File No.: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 7 of 16
Rates and Charges or in an Approved Service Order. 10%
10.6 Compensation Table – Part 3: Part 3 indicates whether the City will compensate the Consultant separately for subconsultant costs incurred in providing any part of the Work. If the City will compensate the Consultant for subconsultant costs, the City will do so in accordance with the following terms and conditions.
10.6.1 Actual Costs: The Consultant ca n invoice the City for no more than the actual cost of each subconsultant plus a specified markup not to exceed 5 percent.
10.6.2 Schedule of Rates and Charges : Any subconsultant rates and charges set forth in t he Schedule of Rates and Charges must be t he subconsultant ’s actual rates and charges exclusive of any markup. The City will compensate the Consultant in accordance with those rates and charges.
10.6.3 Maxim um A mount: For each Approved Service Order, t he City will compensate the Consultant for all subconsultants in a total amount not to exceed the amount set forth in the last column of Part 3. Any additional subconsultant costs that the C onsultant incurs in excess of the specified maximum amount are at no cost to the City.
10.7 I ntentionally Omitt ed.
10.8 Tax Forms Required : The following are conditions on the City’s obligation to process any payment under the Master Agreement or any Approved Service Order:
10.8.1 U.S. Based Person or E ntity: If the Consultant is a U.S. based person or entity, th e Consultant acknowledges and agrees that the Consultant is required to provide the City with a properly completed Internal Revenue Service Form W -9 before the City will process payment. If th e Consultant is a U. S. based person or entity, but has neither a permanent place of business in California nor is registered with the California Secretary of State to do business in California, the Consultant acknowledges and agrees t hat the Consultant is required to provide the City with a properly completed Califor nia Franchise Tax Board form related to nonresident withholding of California source income.
10.8.2 Non-U
.S. Based Person or Entity: If the Consultant is not a U.S. based person or entity, the Consultant acknowled ges and agrees that the Consultant is requ ired to provide the City with the applicable Internal Revenue Service form related to its foreign status and a California Franchise Tax Board form related to nonresident withholding before the City will process payment.
11. INDEMNIFICATION
11.1 Obligation: T he Consultant shall defend, indemnify and hold harmless the City and its officers, employees and agents against all claims, losses, damages , injuries, expenses or liabilities that – directly or indirectly, or in whole or in part - arise out of, pertain to, or relate to any of the following:
• T he Consultant’s negligent performance of all or any part of the services or deliverables provided pursuant to an Approved Service Order; or
• Any negligent act or omission, reckl essness or willful misconduct of the Consultant, any of its Subcontractors, anyone directly or indirectly employed by either the Consultant or any of its Subcontractors, or anyone that they control; or
• Any infringement of the patent rights, copyright, trad e secret, trade name, trademark, service mark or any other proprietary right of any person(s) caused by the City’s use of any services ,
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Form/File No.: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 8 of 16
deliverables or other items provided by the Consultant pursuant to an Approved Service Order; or
• Any breach of this Master Agreement.
11.2 L imitation on Obligation : The obligation in Subsection 11.1 above does not apply to the extent that any claim, loss, damage, injury, expense or liability results from the sole negligence or willful misconduct of the City or its officers, employees or agents.
11.3 Duty to Defend: The Consultant’s obligation in Subsection 11.1 above applies to the maximum extent allowed by law and includes defending the City, its officers, employees and agents as set forth in Sections 2778 and 2782.8 of the Cal ifornia Civil Code. Upon the City’s written request, the Consultant, at its own expense, shall defend any suit or action that is subject to the obligation in Subsection 11.1 above.
11.4 Insurance: The City’s acceptance of any insurance in accordance with Section 12 below does not relieve the Consultant from its obligations under this Section 11. The Consultant’s obligations under this Section 11 apply whether or not the insurance required by the Master Agreement covers any damages or claims for damages.
11.5 Survi val: The Consultant’s obligations under this Section 11 survive the expiration or earlier termination of the Master Agreement.
12. INSURANCE REQUIREMENTS
12.1 General: The Consultant shall comply with the insurance requirements set forth in Exhibit C for the Master Agreement term.
12.2 Docume ntation: Before performing any services, the Consultant must submit to the City’s designated risk manager ("Risk Manager") , for the Risk Manager’s written approval, all documents demonstrating compliance with the requirements of Exhibit C.
12.3 Changes : The Risk Manager may amend or waive, in writing, any of the requirements contained in Exhibit C.
13. OWNERSHIP OF WORK PRODUCT
13.1 Ownership: The City owns all rights in and to any of the following types o f work product (including electronic equivalents) without restriction or limitation upon their use immediately when and as created by the Consultant or any other person engaged directly or indirectly by Consultant to perform Consultant’ s services pursuant to an Approved Service Order: reports, dr awings, plans, specifications, data, software, models, documents or other materials developed or discovered (collectively “Work Product”).
13.2 Copyright: To the extent permitted by T itle 17 of the United States Code, the Work Product is deemed a work f or hire and all copyrights in such Work Product are the property of the City. In the event it is ever determined that any Work Product is not a work for hire under United States law, the Consultant hereby assigns to the City all copyrights to such works when and as created.
13.3 I ntentionally Omitted
13.4 C onsultant’s Reuse : With the Director’s prior written consent, the Consultant may retain and use copies of the Work Product for reference and as documentation of experience and capabilities.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Form/File No.: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 9 of 16
14. DISCLOSURE OF WORK PRODUCT
14.1 Prohibition: Except as authorized by the Director or as otherwise required by law, the Consultant shall not disclose any of the following to a third party : (a) Work Product, (b) discussions between the City and Consultant, or (c) information prepared, developed or received by the Consultant or any of its Subcontractors in the course of performing any Work.
14.2 Notification: The Consultant will immediately notify the Director if it is requested by a third party to disclose a ny Work Product, discussions or information that the Consultant is otherwise prohibited from disclosing.
14.3 Limit on Prohibition: The prohibition in Subsection 14.1 above does not apply to disclosures by and between the Consultant and its Subcontractors that are needed to perform any Work.
14.4 Survival: This Section 14 survives the expiration or earlier termination of this Master Agreement.
15. AUDIT/INSPECTION OF RECORDS
15.1 Retention Period: The Consultant shall retain the following records (collectively “Records”) for a minimum of 3 years from the date of the City’s final payment to the Consultant under th is Master Agreement or for any longer period required by law:
• A ll led gers, books of accounts, inv oices, vouchers, canceled checks, and other records relating to the Consultant’s charges for performing services, or to the Consultant’s expenditures and disbursements charged to the City; and • A ll Work Product and other records evidencing Consultant’s performance.
15.2 P roducing Records : At any time during the Master Agreement term or during the period of time that the Consultant is required to retain the Records, the City Manager, the Director, the City Attorney, the City Auditor, or a designated representative of any of these officers may reques t, in writing, production of all or a portion of the Records. The Consultant shall produce the requested Records at City Hall during normal business hours, or at any other location and time mu tually agreed upon by the parties. The Consultant shall produc e the requested Records at no cost to the City.
15.3 State Auditor : I
n accordance with Government Code Section 8546.7, the Consultant may be subject to audit by the California State Auditor with regard to the Con sultant’s performance of this Master Agreement if the compensation of the Maximum Total Compensation exceeds $10,000.
16. NONDISCRIMINATION/NON-PREFERENCE
16.1 Prohibition: The Consultant shall not discriminate agai nst or grant preferent ial treatment to any person on the basis of race, sex, color, a ge, religion, sexual orientation, actual or perceived gender identity, disability, ethnicity or national origin. This proh ibition applies to recruiting, hiring, demotion, layoff, termi nation, compensation, fringe benefits, advancement, training, apprenticeship and other terms, conditions, or privileges of employment, subcontracting and purchasing.
16.2 Inte ntionally Omitted
16.3 S ubcontracts : The Consultant shall include the above Subsection 16.1 in each subcontract that it enters into in furtherance of this Master Agreement.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Form/File No.: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 10 of 16
17. CONFLICT OF INTEREST
17.1 G eneral: The Consultant represents that it is familiar with the local and state conflict of interest laws, and agrees to comply with those laws in performing this Master Agr eement. The Consultant certifies that, as o f the Contract Date, it was unaware of any facts constituting a conflict of interest or creating an appearance of a conflict of interest. The Consultant shall avoid all conflicts of interest or appearances of conflicts of interest in performing this Master Agreement.
The Consultant has the obligation of determining if the manner in which it performs any part of this Master Agreement results in a conflict of interest or an appearance of a conflict of interest, and shall immediately notify the City in writ ing if it becomes aware of any facts giving rise to a conflict of interest or the appearance of a conflict of interest.
17.2 Filing Form 700 :
In accordance with the California Political Refo rm Act ( Government Code Section 81000 et seq.), the Consultant shall c ause each person performing services under this Master Agreement, and identified in Attachment B of an Approved Service Order as having to file a Form 700 to do each of the following:
• Discl ose t he categories of economic interests in Form 700 as required by the Director; • Complete and file the Form 700 no later than 30 calendar days after the date the person begins performing services under the Approved Service Order and all subsequent Form 700s in conformance with the requirements specified in the California Political Reform Act; and • File the original Form 700 with the City’s Clerk with a copy submitted to the Director.
17.3 F uture Services: The Consultant acknowledges each of the following with regard to performing future services for the City:
• T he Consul tant’s performance of Work in an Approved Service Order may create an actual or appearance of a conflict of interest with regard to the Consultant performing or participating in the performance of some related future services, particularly when the Work in an Approved Service Order comprises one element or aspect of a multi-phase process or project; • Such an actual or appearance of a conflict of interest would be a ground f or the City to disqualify the Consultant f rom performing or participating in the per formance of such future services; and
• The Consultant is solely responsible for considering what potential conflicts of interest, if any, performing Work in an Approved Service Order might have on its ability to ob tain contracts to perform future services.
17. 4 Violations: The Consultant’s violation of Subsections 17.1 or 17.2 above is a material breach.
18. ENVIRONMENTALLY PREFERABLE PROCUREMENT POLICY
18.1 General: The Consultant shall perf orm its obligations under this Master Agreement in conformance with City Council Polic y 1-19, entitled “Prohibition of City Funding for Purchase of Single Serving Bottled Water,” and City Council Policy 4-6, entitled “Environmentally Preferable Procurement Policy.”
18.2 Prohi bition of City Funding for Purchase of S ingle Serving Bottled Water: The City’s policy is that City funds should not be used for the purchase of single- serving bottled water except for any of the following:
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Form/File No.: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 11 of 16
• Public safety em ergencies, investigations a nd extended deployments or activation of the Office of Emergency Services;
• Situations where there is a high risk of cross-contamination with non-potable water; or • Situations where there are no reasonable alternatives to bottled water, such as large public events and when large quantities of water ne ed to be distributed for health and safety reasons.
An invoice seeking reimbursement from City for the cost of single-serving bottled water under one of the above excepti ons must be accompanied by a waiver form provided by the City and signed by the Director.
18.3 E nvironmentally Preferable Procurement Policy: The Environmentally Preferable Procurement Policy, along with a brief policy description, is located on the Cit y’s website at the following link: https://www.sanjoseca.gov/home/showdocument?id=12833. E nvironmental procurement policies and activities related to the completion of any Work will include, whenever practicable, but are not limited to:
• T he use of recycled and/ or rec yclable products in daily operations (i.e. 30% , 50% , 100% PCW paper, chlorine process free, triclosan free hand cleaner, etc.); • The use of energy-star compliant equipment;
• The use of alt ernative fuel and hybrid v ehicles, and implementation of protoco ls aim ed at increasing the efficiency of vehicle operation;
• The implementation of internal waste reduction and reuse protocol(s); an d • Water and resource conservation activities w ithin facilities, in cluding bans on indivi dual serving bottled water and the use of compostable food service products.
19. TERMINATION
19.1 For Convenience: The Director may terminate this Master Agreement and/or any Approved Service Order(s) at any time and for any r eason by giving the Consultant written notice of the termination. The written notice must set forth the effective date of the termination, which must be at least 7 Business Days’ after the date of the written notice.
19.2 For Cause : The Director may terminate this Master Agreement and/or any Approved Service Order(s) imm ediately upon written notice for any material breach by the C onsultant. If the Director terminates the Master Agreement and/or any Approved Service Order(s) for cause and obtains the same ser vices from another consultant at a greater cost, the Consultant is responsible for such excess cost in addition to any other remedies available to the City.
19.3 Delivery of Work:
If the Director terminates the Master Agreement and/or any Approved S ervice Order(s) – whether for convenience or for cause – the Director has the option of requiring the Consultant to provide to the City any finished or unfinished Work Product prepared by the Consultant up to the date of Consultant’s receipt of the written notice of termination.
19.4 Compensation:
The City will pa y the Cons ultant the reasonable value of Work satisfactorily rendered by the Consultant to the City up to the date of Consultant’s r eceipt of the written notice of termination. For Work to be “s atisfactorily rendered,” the Director must determine that the Consultant provided the Work in accordance with the terms and conditions of this Master Agreement and/or any applicable Approved Servi ce Order. The Director will determine the reasonable value of sat isfactorily rendered Work based on the Schedule of Rates and Char ges
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Form/File No.: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 12 of 16
and the Compensation Table attached to the appropriate Approved Service Order.
19.5 R eceipt of Notice : For purposes of this provision, the Consultant’s receipt of the written not ice of termination will be determined based on the date of actual recei pt or based on Subsection 20.2 below, whichever occurs first.
20. NOTICES
20.1 Manner of Giving Notice: All notices and other communications required by this Master Agreement must be in w riting, and must be made via e- mail, personal service o r United States mail, postage prepaid.
20.2 When Effective : A not ice or other communication that is e- mailed is effective when sent provided the sender receives an acknowledgement from the int ended recipient (e.g. return receipt, return e-mail, or other written acknowledgement). A notice or other communication that is personally serviced is effective when personally delivered. A notice or other communication that is mailed is effective 3 Business Days after deposit in the United States mail.
20.3 To Who m Given: All notices and other communications between the parties regarding a specific Approved S ervice Order must be given to the individuals identified in the Approved Service Order. All not ices and other communications between the parties regarding t he Master Agreement must be given to the indiv iduals identified below using the appropriate contact information for giving notice:
To t he City: City of San José
Department of Environmental Services
Attn: Sukhpreet Mann
200 E. Santa Clara Street,10th Floor
San José, CA 95113
408-277-3671
[email protected]
To the Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
Attn: Scott Lewis, P.G.
500 First Street
Woodland, CA, CA 95776
530-661-0109
[email protected]
20.4 C hanging Contact Informa tion: Either party may change its contact informa tion for receiving written notices and communi cations regarding the Master Agreement by providing notice of such change to the other party pursuant to this Section 20.
21. WAGE THEFT PREVENTION
21.1 Compliance with Wage and Hour Laws: Consultant , and any subcontractor performing work under this Agreement, shall comply with all applicable federal, s tate and local w age and hour laws. Applicabl e laws may include, but are not limited to, the Federal Fair Lab or Standards Act, the California Labor Code, the San Jos é Living Wage Policy, the San Jos é Prevailing Wage Policy, and the San José Minimum Wage Ordinance.
21.2 Fin al Judg ments, Decisions, and Ord ers: For purposes of this Section, a “final judgment, decision, or order” refers to one for which all appeals have been exhausted or the time period to appeal has expired. Relevant investigatory government agencies include: the federal Department of Labor, the California Division of Labor Standards Enforcement, the City of San
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Form/File No.: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 13 of 16
José Office of Equality Assurance, or any other governmental entity or division tasked with the investigation and enforcement of wage and hour laws.
21.3 P rior Judgments against Consultant and/or its Subcontractor s: BY SIGNING THIS
AGREEMENT, CONSULTANT AFFIRMS THAT IT HAS DISCLOSED ANY FINAL JUDGMENTS,
DECISIONS OR ORDERS RELATING TO WAGE AND HOUR LAWS FROM A COURT OR
INVESTIGATORY GOVERNMENT AGENCY FIND ING AS TO THE CONSULTANT AND ITS SUBCONTRACTOR(S) – IN THE F IVE YEARS PRIOR TO EXECUT ING THIS A GREEMENT.
CONSULTANT FURTHER AFFIRMS THAT IT OR ITS SUBCONTRACTOR(S) HAS SATISFIED AND COMPLIED WITH ANY SUCH JUDGMENTS, DECISIONS OR ORDERS.
21.4 Judgments o r Decisions During Term of Contract: If at any time during the term of this Agreement, a court or investigatory government agency issues a final judgment, decision or order finding that Consultant or a subcontractor it employs to perform work under this Agreement has violated any applicable wage and hour law, or Co nsultant learns of such a judgment, decision, or order that was not previously disclosed, Consultant shall inform the Office of Equality Assurance, no more than 15 days after the judgment, decision or order becomes final or of lear ning of the final judgment, decision or order. Co nsultant and its subcontractors shall promptly satisfy and comply with any such judgment, decision, or order, and shall provide t he City’s Office o f Equality Assurance with documentary evidence of compliance with the final judgment , decision or order within five days of satisfying the final judgment, decision or order.
21.5 City’s Right to Withhold Payment: Where Consultant or any subcontractor it employs to perform work under this Agreement has been found in violation of any applicable wage and hour law by a final judgment, decision or order of a court or government agency with respect to work under this Agreement, the City reserves the right to withhold paymen t to Consultant until such judgment, decision or order has been satisfied in full.
21.6 Mater
ial Breach: Failure to comply with any part of this Section constitutes a material breach of this Agreement. Such breach may serve as a basis for immediate termination of this Agreement and/or any other remedies available under this Agreement and/or law.
21.7 Notice to C ity Related to Wage Theft Prevention: Notice provided to the City’s Office of Equality Assurance as required under this Section shall be addres sed to: Office of Equality Assurance, 200 East Santa Clara Street, 5th Floor, San Jos é, CA 9 5113. The No tice provisions of this Section are separate from any other notice provisions in this Agreement and, accordingly, only notice provided to the above address satisfies the notice requirements in this Section.
22. MISCELLANEOUS
22.1 Gifts Pr ohibited: Th e Consultant represents that it is familiar w ith Chapter 12.08 of the San José Municipal Code, which generally prohi bits a C ity officer or designated employee f rom accepting any gift. The Consultant shall not offer any City officer or designated employee any gift prohibited by Chapter 12.08. The Consultant’s violation of this Subsection 22.1 is a mater ial breach.
22.2 Disqualification of F ormer Employee s: The Consultant represent s t hat it is familiar with Chapter 12.10 of the City’s Municipal Code, wh ich generally prohibits a former C ity officer and former designated employee from providing services t o the C ity connected with his/her for mer duties or of ficial r esponsibilities. The Consultant shall not use either direct ly or indirectly any officer, employee or agent to perform any services if doing so would violate Chapter 12.10. The Consultant’s violation of this Subsection 22.2 is a material breach.
22.3 Wai ver of a Violation: The City’s waiver of any violation of this Master Agreement by the Consultant is not a waiver of any other violation by the Consultant.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Form/File No.: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 14 of 16
22.4 Acceptance of Services Not a Waiver : The City’s acceptance of any service or deliverable is not a waiver or release of any professional duty of care applicable to such service or deliverable, or of any right of indemnification, any insurance requirements, or any other term or condition of this Master Agreement.
22.5 Compli ance with Laws: The Consultant shall perf orm all services consistent with all app licable federal, state and loc al laws, ordinances, codes and regulations. This obligation is not limited in any way by the C onsultant’s obligation to comply with any specific law, ordinance, code or regulation set forth elsewhere in this Master Agreement.
22.6 Business Tax: T he Consultant represents and warrants that it currently has a City business tax certificate or exemption, if qualified, and will maintain such certificate or exemption for th e Master Agreement term.
22.7 Assignability: E xcept to the extent th is Master Agreeme nt authorizes the Consultant to use Subcontractors, t he Consultant shall not assign any part of t his Master Agreement without the Director’s pri or written consent. The Director, at the Di rector’s dis cretion, may terminate this Master Agreement if a violation of this provision occurs.
22.8 Governing Law: Ca li fornia law governs the construction and enforcement of th is Master Agreement.
22.9 Disputes: Any litigation resulting from this Master Agreement will be filed in and resolved by either the Superior Court of California for the County of Santa Clara, or the San José Division of the Northern District of California.
22.10 Survival of Provisions : If a court finds any part of this Master Agreement unenforceable, all other parts shall remain enforceable.
22.11 Headings: T he section and exhibit headings are for convenience only and are not to be used i n its construction.
22.12 Execution in Counterp arts: This Agreement may be executed in any number of counterparts and by each party in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.
22.13 Use o f Electronic Signatures: Unless otherwise prohibited by law or City policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a writing as set forth in Evidence Code Section 1550. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the City. ///
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DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Form/File No.: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 15 of 16
IN WITNESS WHEREOF, the City and Consultant have caused this Master Agreement to be e xecuted by their respective duly authorized representatives as follows.
NOTE: The Consultant must sign one of the following. The City will not process the Master Agreement unless the Consultant has signed one of the provisions. {{__signer#}} The Cons ultant certifies that the Consultant has a permanent place of business in C alifornia or is registered with the California Secretary of State to do business in California. The Consultant will file a Cal ifornia t ax return and withhold on payments of California source income to nonresidents when required. If the Consultant ceases to have a permanent p lace of business in California or ceases to do any of the above, the Consultant will promptly notify the City at the address specifie d in S ubsection
20.3 of this Master Agreement.
Consultant
By {{__signer#}}
Name: Scott Lewis
Title: Vice President & Chief Financial Officer
City of San José
By {{__signer#}}
Name: Toni Taber
Title: City Clerk
Approval as to Form (City Attorney):
Form Approved by the Office of the City
Attorney
(Maximum Total Compensation is $100,000 or less, and
standard provisions of the form are not altered.)
Approved as to Form:
{{__signer#}}
Name: Colleen Winchester
Title: Sr. Deputy City Attorney
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Exhibit A: Approved Service Order Form
Form File: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 1 of 5
Exhibit A
Master City of San José Consultant Agreement
Approved Service Order Form
(Non-Capital Projects)
Cover Page
1a. Intentionally Omitted 1b. AC Contract No.: [Insert AC No.]
2. Approved Service Order No. [Insert Number]
3. Consultant’s Name: [Insert Consultant’s Legal Name as it Appears on the Master Agreement] (“Consultant”)
4. Project Name: [Insert Name of Project for which Consultant will provide services] (“Project”)
5. Project Location: [Insert the location of the Project, if applicable]
6. The Consultant and the City will implement this Approved Service Order in accordance with the Master Agreement, this cover page and Attachments “A” (Tasks), “B” (Terms and Conditions), and “C” (Compensation Table), and Exhibit “D” (Schedule of Specific Services) which are incorporated herein by references.
7. Budget/Fiscal:
a. Current unencumbered amount in Master Agreement: $ b . Maximum Service Order Compensation for this Approved Service Order: $ c. New unencumbered balance in Master Agreement (7.a – 7.b): $ d. Appropriation Certification: I certify that an unexpended appropriation in the amount of the Maximum Service Order Compensation is available in the following fund(s) and that such fund(s) will be encumbered to pay for this Approved Service Order.
Fund: ____________ Appn: ____________ RC: ____________ Amount: $_____________ Fund: ____________ Appn: ____________ RC: ____________ Amount: $_____________ Fund: ____________ Appn: ____________ RC: ____________ Amount: $_____________ Authorized Signature: ____________________________________________ Date: __________
8. Division Analyst Approval:
9. Consultant Approval:
10. Approval as to Form (City Attorney):
Service Order Form Approved by the Office of the City Att orney (Maximum Service Order Compensation is $100,000 or less, and the provisions of the service order form are not altered.) App ro ved as to Form:
(Sr.) Deputy City Attorney
11. City Director Approval:
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Exhibit A: Approved Service Order Form
Form File: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 2 of 5
Attachment A: Tasks
The Consultant shall provide the services and deliverables set forth in this Attachment A. The Consultant shall provide all services and deliverables required by this Attachment A to the satisfaction of the City’s contract manager.
General Description of Project for which Consultant will Provide Services: [Insert a general project description to provide context for the tasks.]
__________________ __________________________________________________________________ Task No. 1: [Insert title of deliverable.]
A. Ser v ices: [Insert a description of the services required to perform or develop the deliverable.
See the instructions for a sample list of questions that should be answered by the description.] B. Deliverable: The Consultant will provide the f ollowing to the City’s Contract Manager: [Insert a description of the deliverable.]
C. C ompletion Tim e: The Consultant must complete the services and deliverable for this task in accordance with whichever one of the following time is marked:
On or before the following date: _________________________________.
On or before ____ Business Days from _______________________________________.
T
ask No. 2: [Insert title of deliverable.]
A. S ervices: [Insert a description of the services r equired to perform or develop the deliverable.
See the instructions for a sample list of questions that should be answered by the description.] B. Deliverab le: The Consultant will provide the following to the City’s Contract Manager: [Insert a description of the deliverable.]
C. Completio n Time: The Consultant must complete the services and deliverable for this task in accordance with whichever one of the following time is marked:
On or before the following date: _________________________________.
On or before ____ Business Days from _______________________________________.
T
ask No. 3: [Insert title of deliverable.]
A. Se rv ices: [Insert a description of the services required to perform or develop the deliverable.
See the instructions for a sample list of questions that should be answered by the description.] B. Deliverab le: The Consultant will provide the following to the City’s Contract Manager: [Insert a description of the deliverable.]
C. Completion Time: The Consultant must complete the services and deliverable for this task in accordance with whichever one of the following time is marked:
On or before the following date: _________________________________.
On or before ____ Business Days from _______________________________________.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Exhibit A: Approved Service Order Form
Form File: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 3 of 5
Attachment B: Terms and Conditions
1. City’s Contract Manager: The City’s contract manager for this Approved Service Order is:
Name: Phone No.:
Department: Email:
Address:
2. Consultant’s Contract Manager and Other Staffing: Identified below are the following:
(a) the Consultant’s contract manager for this Approved Service Order, and (b) the Consultant(s) and/or employee(s) of the Consultant who will be principally responsible for providing the services and deliverables. If an individual identified below does not have a current Form 700 on file with the City Clerk for a separate agreement with the City, and is required to file a Form 700, the Consultant must comply with the requirements of Subsection 17.2 of the Master Agreement, entitled “Filing Form 700.”
Required to File Form 700?
Consultant’s Contract Manager Yes
Already Filed
(Date Filed)
Yes
Need to File
No
Name: Phone No.:
Address: Email:
Other Staffing
Name: Assignment: Email:
1. 2.
3. DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Exhibit A: Approved Service Order Form
Form File: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 4 of 5
3. Subconsultants: Whichever of the following is marked applies to this Approved Service Order:
T he Consultant can not use any subconsultants.
The Consultant can use the following subconsultants to assist in providing the required services and deliverables:
Subconsultant’s Name Area of Work
1. 2.
3. 4. Reimbursable Expenses: If the Compensation Table set forth in Attachment C of this Approved Service Order states that the City will reimburse the Consultant for expenses, then only the expenses identified in Subsection 10.5.3 of the Master Agreement are Reimbursable Expenses unless the following box is marked and additional reimbursable expenses are set forth:
In addition to the expenses identified in Subsection 10.5.3 of the Master Agreement, the following expenses are Reimbursable Expenses:
Additional Reimbursable Expense(s) Mark-up
1. _________________________________________ _______
2. _________________________________________ _______
3. _________________________________________ ________
Notwithstanding the foregoing, any additional reimbursable expense(s) set forth in the above table will be disregarded if the Compensation Table states that the City will not reimburse the Consultant for any expenses.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) E xhibit A: Approved Service Order Form
Form File: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 5 of 5
Attachment C: Compensation Table
The City will compensate the Consultant for providing the services and deliverables set forth in Attachment A in accordance this Compensation Table. This Compensation Table is subject to the terms and conditions set forth in the Master Agreement, including without limitation Section 10 of the Master Agreement.
Part 1 – Compensation for Services and Deliverables
Column 1 Column 2 Column 3 Column 4
Task Nos. from
Attachment A
Basis of Compensation Invoice Period Compensation
Time & Materials Fixed Fee Monthly Completion of Task(s) Completion of Work $ Time & Materials Fixed Fee Monthly Completion of Task(s) Completion of Work $ Time & Materials Fixed Fee Monthly Completion of Task(s) Completion of Work $ Time & Materials Fixed Fee Monthly Completion of Task(s) Completion of Work $ Part 2 – Reimbursable Expenses
No expenses are separately reimbursable. The amount(s) in Column 4 of Part 1 include(s) payment for all expenses.
Expenses are separately reimbursable in the maximum amount of: $ Part 3 – Subconsultant Costs
Subconsultant costs are not separately compensable. The amount(s) in Column 4 of Part 1 include(s) subconsultant costs.
Subconsultant costs are separately compensable in the maximum amount of: $ Maximum Service Order Compensation (sum of Parts 1 through 3): $ DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Exhibit B: Schedule of Rates and Charges
Form File: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 1 of 4
Exhibit B: Schedule of Rates and Charges
(Non-Capital Projects)
Luhdorff & Scalmanini Consulting Engineers, Inc.
Classification Hourly Rate
Senior Principal $286
Principal Professional $273
Supervising Professional $262
Senior Professional $251
Project Professional $200
Staff Professional $182
ACAD DMS/GIS $167
Engineering Assistant $149
Scientist $149
Technician $149
Word Processing, Clerical $116
Digital Communications Specialist $127
Project Admin/Accounting Assistant $127
Subconsultants:
Frisch Engineering Inc.
Classification Hourly Rate
Principal Electrical Engineer $300
Senior Programmer – Fieldwork, meetings, work review $300 Senior Electrical Engineer $280
Senior Programmer (Office work) $280
Senior Electrical Designer $240
Junior Electrical Designer $195
Junior Programmer $195
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Exhibit B: Schedule of Rates and Charges
Form File: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 2 of 4
Peoples Associates Structural Engineers, Inc.
Classification Hourly Rate
Principal $270
Associate $240
Senior Project Manager $230
Senior Structural Engineer $230
Project Manager 3 $220
Project Manager 2 $210
Project Manager 1 $200
Senior Project Engineer 3 $220
Senior Project Engineer 2 $210
Senior Project Engineer 1 $200
Project Engineer 3 $190
Project Engineer 2 $180
Project Engineer 1 $170
Assistant Engineer 3 $165
Assistant Engineer 2 $160
Assistant Engineer 1 $155
Engineering Technician $130
Senior BIM Technical Manager $210
BIM Technical Manager $200
Senior Quality Technician $195
Senior BIM Technician 2 $185
Senior BIM Technician 1 $175
BIM Technician 3 $160
BIM Technician 2 $150
BIM Technician 1 $140
Court Appearances/Depositions $400
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Exhibit B: Schedule of Rates and Charges
Form File: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 3 of 4
Haley and Aldrich Construction Service, Inc.
Classification Hourly Rate
Project Support $159.70
Technician – Prevailing Wage $113.32
Project Technician – Prevailing Wage $161.14
Senior Technician - Prevailing Wage $159.30
Project Controls $191.00
Staff Professional 1 $122.49
Staff Professional 2 $137.03
Project Professional $167.30
Modeler $140.83
Technical Specialist $189.17
Senior Technical Specialist $238.69
Project Manager $215.77
Technical Expert $311.40
Senior Project Manager $282.05
Senior Technical Expert $336.42
Program Manager $323.97
Principal $406.51
Field Visits: Minimum 4-Hour --
Associated Engineering - Surveying Services Inc. (dba Hanna-Brunetti Associates)
Classification Hourly Rate
Principal Engineer/Surveyor $250
Associate Engineer/Project Manager $225
Project Engineer $210
Senior Surveyor $225
Design Engineer $170
Surveyor $170
Junior Civil Engineer/Draftsperson $140
Technician $140
Inspector $135
Clerical $100
Witness – Per Deposition Appearance: Minimum 4-hour increments -- Witness – Per Court Appearance: Minimum 4-hour increments -- Survey Crew $310
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Exhibit B: Schedule of Rates and Charges
Form File: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 4 of 4
Harris & Associates, Inc.
Classification Hourly Rate
Vice Presidents/Senior Vice Presidents $350
Environmental Council (Licensed Attorney) $375
Senior Directors $325
Directors $300
Senior Technical Specialists $280
Senior Project Managers $250
Project Managers $230
Deputy Project Managers $195
Senior GIS Specialists $170
Senior Technical Editors $180
Technical Specialists $155
Senior Project Analysts $185
Project Analysts $160
Biologists $150
Archaeologists $140
Technical Editors $145
GIS Specialists $130
Administration $115
Data-Gathering Tools
Description Rate
Harris Drone, GPS Unit, Noise Monitor $100 per day
or add $10 per hour to billing rate
.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Exhibit C: Insurance Requirements
Form File: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 1 of 4
Exhibit C: Insurance Requirements
(Non-Capital Projects)
CONSULTANT, at CONSULTANT's sole cost and expense, shall procure and mai ntain for the duration of this AGREEMENT insurance against claims for injuries to persons or damages to property which may arise from, or in connection with, the performanc e of the services hereunder by CONSULTANT , its agents, representatives, employees or subcontractors.
A. M
inimum Scope of Insurance
Coverage shall be at least as broad as:
1. The coverage provided by Insurance Services Office Commercial General Liability coverage (“occurrence”) Form Number CG 0001; and
2. The coverage provided by Insurance Services Office Form Number CA 0001 covering Automobile Liability. Coverage shall be included for all owned, non- owned and hired automobiles; and
3. Workers' Compensation insurance as required by the California Labor Code and Employers Liability insurance; and
4. P rofessional Liability Errors and Omissions insurance for all p rofessional services rendered.
There shall be no endorsement reducing the scope of coverage requi red abov e unless approved by the CITY’s Risk Manager.
B. M
inimum Limits of Insurance
CONSULTANT shall maintain limits no less than:
1. Commercial General Liability: $ 1,000,000 per occurrence for bodily injury, personal injury and property damage. If Com mercial Liability Insurance or other form with a general aggregate limit is used, either the gen eral aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit; and
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Exhibit C: Insurance Requirements
Form File: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 2 of 4
2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage; and
3. Workers' Compensation and Employers Liability: Workers' Compensation limits as required by the California Labor Code and Employers Liability l imits of $1,000,000 per accident; and
4. Professional Liability Errors and Omissions: $2 ,000,000 per claim and $4,000,000 aggregate.
Any limits requirement may be met with any combination of primary and excess coverage so long as the excess coverage is written on a "follow form" or umbrella basis.
C. D eductibles and Self -Insured Retentions
Any deductibles or self-insured retentions must be declared to, and approved by CITY's Risk Manager. At the option of CITY, either: the insurer shall reduce or eliminate suc h deductibles or self-insured retentions as respects CITY, its officers, employees, agent s and c ontractors; or CONSULTANT shall procure a bon d guaranteeing payment of losses and related investigations, claim administration and defense expenses in an amount specified by the CITY’s Risk Manager.
D.
Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following provisions:
1. Commercial General Liability and Automobile Liability Coverages
a. The City of San Jose, its off icers, e mployees and agents are to be covered as additional insureds as respects: Liabil ity ari sing out of activities performed by or on behalf of, CONSULTANT ; products and completed operations of CONSULTANT; premises owned, leased or used by CONSULTANT; and automobiles owned, leased, hired or borrowed by CONSULTANT. The coverage shall contain no s pecial limitations on the scope of protection afforded to CITY, its officers, employees, and agents.
b. CONSULTANT's insurance coverage shall be primary insurance a s respects CITY, its officers, employees, and agents. Any insurance or self-
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Exhibit C: Insurance Requirements
Form File: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 3 of 4
insurance maintained by CITY, its officers, employees, or agents shall be excess of CONSULTANT's insurance and shall not contribute with it.
c. Any failure to comply with reporting provisions of the policies by CONSULTANT shall not affect coverage provided CITY, its of ficers, employees, or agents.
d. Coverage shall state that CONSULTANT ’s insurance shall apply separately to each insured agains t whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
e. Coverage shall contain a waiver of subrogation in favor of the City, its officers, employees, and agents.
2. Workers’ Compensation and Employers’ Liability
Coverage shall contain waive r of subrogation in favor of the City of San Jose, its officers, employees, and agents.
3. Claims Made Coverages
If coverage is obtained on a “claims made” policy form, the retroactive dat e shall precede the date services were initiated with the Cit y and the coverage shall be maintained for a perio d of three (3) years after termination of serv ices under this Agreement.
4. All Coverages
Each insurance policy required by this AGREEMENT shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in limits except after thirty (30) days' prior written notice has bee n given to CITY, except that ten (10) days’ prior written notice shall apply in the event of cancellation for nonpayment of premium.
E. A
cceptability of Insur ers
Insurance is to be placed with insurers acceptable to CITY's Risk Manager.
F. V
eri fication of Coverage
CONSULTANT shall furnish CITY with certificates of insurance and endorsements affecting coverage required by this AGREEMENT. The certificates and end orsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Exhibit C: Insurance Requirements
Form File: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Page: 4 of 4
Proof of insurance shall be emailed in pdf format to: [email protected]:
Certificate Holder
City of San Jose—Finance
Risk Management & Insurance
200 East Santa Clara Street, 14th Floor Tower
San Jose, CA 95113-1905
G. S
ubcontractors
CONSULTANT shall include all subcontractors as insureds under its policies or shall obtain separate certificates and endorsements for each subcontractor.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Page 1 of 2 Exhibit D – Schedule of Specific Services
Form/File No.: 1348133_4/T-32026
City Attorney Approval Date: May 2023
Exhibit D: Schedule of Specific Services
(Non-Capital Projects)
The Consultant shall provide the schedule of services set forth in this Exhibit. The Consultant shall provide all services required by this Exhibit to the satisfaction of the City’s contract manager.
General Description of Project for which Consultant will Provide Services:
The Consultant will provide support for designing, constructing, maintaining, and rehabilitating groundwater wells and water infrastructure, including data analysis, well siting, and permitting, and other services such as water supply planning, hydraulic modeling support, and the development of reports related to water supply assessments and alternative water sources. The Consultant contract will also cover any additional water supply-related services required during the Agreement Term. ___________________________________________________
_________________________________
Service No. 1: Source Water Support
Description:
1.1 Design and construction support for groundwater wells and all other associated production, distribution, or storage infrastructure, including any necessary work such as, but not limited to:
hydrogeologic data review, environmental data review, analysis of well siting constraints, identifying site recommendations and layouts, review and/or use of existing data and reports, collection of new data and creation of new reports, creation of surface and subsurface well design and/or treatment facility details, review and/or creation of documents such as plans, specifications, exhibits, maps, submittals, and reports, field observation and/or analysis, permitting support, coordinating with internal and external groups, cost estimating, and any other associated needs of the City in support of this work.
1.2 Support services for operating, maintaining, and/or rehabilitating groundwater well or other water supply infrastructure, such as: review and analysis of associated data, water quality optimization and/or disinfection plans, troubleshooting operations of water supply infrastructure, recommending work plans and methods to maintain/rehabilitate infrastructure, reviewing associated equipment to recommend actions and/or replacements, and any other similar support.
1.3 Collecting and/or analyzing groundwater basin data and/or imported water data as necessary for associated reports, plans, or other similar needs.
Service No. 2: Water Supply Planning and Reporting
Description:
2.1 Creation, support, and/or review of various water supply-related documents, including but not limited to: Urban Water Management Plans, Water Supply Assessments, CEQA-related documentation, feasibility analyses and reports, and other similar documents.
2.2 Support of City’s hydraulic modeling, including but not limited to: providing training on the use of hydraulic modeling software (City currently uses Innovyze’s InfoWater software), updating, recalibrating, and/or modifying existing hydraulic model configuration and data input, inclu ding any associated data review, analyze and report out on status of existing models and identify proposed modifications, provide miscellaneous support for other needs associated with the City’s
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.
Consultant: Luhdorff & Scalmanini Consulting Engineers, Inc.
January 2025
Form Name: Master Consultant Agreement (Non-Capital Projects) Page 2 of 2 Exhibit D – Schedule of Specific Services
Form/File No.: 1348133_4/T-32026
City Attorney Approval Date: May 2023
hydraulic models. Consultant is expected to assist City to utilize the full potential of the hydraulic modeling software being used.
2.3 Support for development, analysis, and/or investigation of alternative water supplies, including but not limited to: data collection and review, creation and/or review of feasibility studies or other similar reports, coordination with internal and external agencies, and other support related to alternative water supplies.
Service No. 3: Additional Services
Description: In general, any services related to the City’s water supply suppor t services that are identified as necessary during the course of the contract/agreement but are not included in the items listed above, may be considered to be additional services.
DRAFT--Contact the Office of the City Clerk at (408) 535-1260 or [email protected] for final document.