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HomeMy WebLinkAboutMINUTES - 04281998 - C11-C12 TO: BOARD OF SUPERVISORS AS THE BOARD OF DIRECTORS OF THE BLACKHAWK GHAD FROM: J. MICHAEL WALFORD, PUBLIC WORKS DIRECTOR BATE: APRIL 28, 1998 SUBJECT: APPROVE CONSULTING SERVICES AGREEMENT AND APPOINT THE GENERAL MANAGER FOR THE BLACKHAWK GHAD, DANVILLE AREA 'O 5147 ORG# 776 SPECIFIC REQUEST(S)OR RECOMMENDATIONS)&BACKt"ROUl4T1 AND JUSTIFICATION I. R ommnded Asti m , 1. AUTHORIZE the Chair to APPOINT William R. Gray and Company, Inc. as the General Manager of the Blackhawk GHAD and APPROVE the Consulting Services Agreement between the Blackhawk GHAD and William R. Gray and Company, Inc., from April 1, 1998 through June 30, 1999. 2. DIRECT the newly appointed. General Manager of the Blackhawk GHAD to provide the Board with a status report of the Blackhawk GHAD within the nett 90 days. II. FcLFact: No County General Funds Impact. All fonds for this activily are derived from CSA M-23. Continued on Attachment: SIGNATURE: &ji,., RECOMMENDATION OF COUNTY ADMINISTRATOR _ RECOMMENDATION-OF BOARD COMMITTEE __..APPRO E —OTHER SIGNATURES): ACTION OF BOARD ON Aprii 28, 1998 APPROVED AS RECOMMENDED _GTTHE � APPROVED the recommendations as set forth above with the date A M. DED to read April 1, 1998 through December 31, 1998 VOTE OF SUPERVISORS W UNANIMOUS(ABSENT 4 AYES; NOES- ABSEI+IT. ABSTAIN: I hereby certify that this is a true and correct Ss.,,x:cs copy of an action taker. and entered on the g: 9�b6%opnAbh minutes of the Board of Supervisors on the Orlg.Div: Public Warks(Special Disnicts) data shown, Skip Bpperly(3:3-2253 CounyAdminietrsrnr AT7 D: April 28, 1998 Assessor AwItWCcntxoller PHIL BATCHELOR,.Claris of the Board community Bevetop-ens co,:rAycounse: of Supervisors and s ty Administrator By--- -/ Deputy SUBJECT: APPROVE CONSULTING SERVICES AGREEMENT AND APPOINT THE GENERAL FOR THE BLACKHAWK.CHAD, MANVILLE AREA. DATE, APRIL 28 1998 PAGE: -2- III. Reasons forRecommendationsnd Rad `qund: F " The Blackhawk CHAD was formed in 1986 and Mr. Richard Nystrom was appointed as the first General Manager. Mr Nystrom served as the General.Manager until his untimely passing in February of this year. Projects currently being worked on by the CHAD at this time and for the remainder of this fiscal year were previously reviewed and approved by Mr.Nystrom. The William R. Gray and Company,Inc.has submitted a proposal to provide professional services as the General manager for the Blackhawk GHAD. Gray is very familiar with the operation of the+CHAD and is well qualified to administer this district. IV. oa-ences of ativ� nc CONSULTING-SERVICES AGREEMENT 1.Special Conditl ns. These Special Conditions are incorporated below by reference. (a) Public Agency: Blackhawk Geologic Hazard Abatement District! HAD) (b) Consultant's Name&Address: William R.Gr v Cg nv. Inc,._a California Cor ration - 1820 Bonanza Street.Suite#204 Wginut Creek,CA 94596 Phone°9471 66. FsIx:947-3177 (c) Project Name,Number&Location: Blackhawk,Danville,California (d) Effective Date:4/1/98 (e) Payment Limit(s):$900,000 (f) Completion Date(s).12/39/98 (g) Federal Taxpayer's#.D.:680061821 2. airnatUres. These signatures attest the parties'agreement hereto: PUBLIC AGENCY CONSULTANT Blackhawk GHAD By President,William R.Gray and 9tSmp' ny,a California Corporation Assistant Sere William R.Gray's Company,a California Corporation Note to Consultant: For corporations;the contract must be signed by two officers. The first signature must be that of�he chairman of the board,president or vice-president;the second signature must be that of the secretary,assistant secretary,chief financial officer or assistant treasurer.(Civ.Code,Sec. 1190 and Corps.Code.Sec.313.) The acknowledgment below must be signed by a Notary Public. CERTIFICATE OF ACKNOWLEDGMENT State of California ) SS. County of On the date written below,before me, personally appeared t insert name and We of the o#ficer� personally known to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/shelthey executed the same in his/her/their authorized capacity(les),and that by hislher/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. WITNESS my hand and official seal. Notary Public (Notary's Seal) 3. Partigs. Effective on the above date,the above-named Public Agency and Consultant mutually agree and promise as follows: 4. Employment. Public Agency hereby employs Consultant,and Consultant accepts such employment,to perform the professional services described herein, upon the terms and in consideration of the payments stated herein. 5. Looe of Service. Scope of service shall be as described in Appendix A,attached hereto and made a part hereof by this reference. 6. Report Disclosure Section. Any document or written report prepared hereunder by Consultant,or a subcontractor,for Public Agency shall contain, in a separate section,the numbers and dollar amounts of this contract and all subcontracts relating to the preparation of such document or written report,provided that the payment limit specified in Sec.1(e)exceeds$5,000. When multiple documents or written reports are the subject or products of this agreement,the disclosure section may also contain a statement indicating that the total contract amount represents compensation for multiple documents or written reports. 7. insurance. Consultant shall,at no cost to Public Agency,obtain and maintain during the term hereof:(a)Workers'Compensation Insurance pursuant to state law; (b)Comprehensive General Liability Insurance including blanket contractual(or contractual liability)coverage, broad form property damage coverage,and coverage for owned and non-owned vehicles,with a minimum combined single limit coverage of$1,000,000 for all damages due to bodily injury, sickness or disease, or death to any person,and damage to property, including the loss of use thereof,arising out of each accident or occurrence,and naming Pubic Agency,it's governing body,officers and employees as additional insureds. Consultant shall promptly furnish to Public Agency certificates of insurance evidencing such coverage and requiring 30 days written notice to Public Agency of policy lapse, cancellation or material change in coverage. 8. Pa n+. Public Agency shall pay Consultant for professional services performed at the rates shown in Appendix B attached hereto,which include all overhead and incidental expenses, for.which no additional compensation shall be allowed. Notwithstanding the foregoing, those incidental expenses specifically itemized in Appendix B shat:be reimbursable by Public Agency to Consultant, provided that Consultant submits copies of receipts and,if applicable,a detailed mileage log to Public Agency. In no event shall the total amount paid to Consultant exceed the payment limit(s) specified in Sec. 1(e)without prior written approval of the Public Agency. Consultant's billing statements shill be submitted at convenient Intervals approved by Public Agency and shall list,for each item of services,the employee categories,hours and rates. Public Agency will pay consultant in accordance with the requirements of Civil Code Section 3320 as applicable. 9. ° + The Consultant is an independent contractor,and shall not be considered an employee of Public Agency. 10. Tune for Completion. Unless extended in writing by the Public Agency,Consultant shall complete all services covered by this Agreement no later than the Completion Date(s)listed above. 11. Record 'Retention and Auditing. Except for materials and records delivered to Public Agency, Consu#taut shall retain all materlais and records prepared or obtained in the performance of this Agreement,including financial records,for a period of at least five years after Consultant's receipt of the final payment under this Agreement. Upon request by Public Agency,at no additional charge,Consultant shall promptly make such records available to Public Agency,or to authorized representatives of the state and federal governments,at a convenient location within Contra Costa County designated by Public Agency,and without restriction or limitation on their use. 12. Documents i n. Consultant shall prepare and deliver to Public Agency at no additional charge,the items described in Appendix A to document the performance of this Agreement and shall furnish to Public Agency such information as is necessary to enable Public Agency to monitor the performance of this Agreement. 13. Ownership of QocM2nbs. All materials and records of a finished nature,such as final plans,specifications,reports,and maps,prepared or obtained in the performance of this Agreement,shall be delivered to and become the property of Public Agency. All materials of a preliminary nature,such as survey notes,sketches,preliminary plans,computations and other data,prepared or obtained in the performance of this Agreement,shall be made available,upon request,to Public Agency at no additional charge and without restriction or limitation on their use. 14.' extra Work. Any work or services in addition to the work or services described in Appendix A shall be performed by Consultant according to the rates or charges listed in Appendix B. In the event that no rate or charge is listed for a particular type of extra work,Consultant shall be paid for the extra work at a rate to be mutually agreed on prior to commencement of the extra worts. In no event shall Consultant be entitled to compensation for extra work unless a written authorization or change order describing the work and payment terms has been executed by Public Agency prior to the commencement of the work. 15. Termination. Public Agency or Consultant shall have the right to terminate this Agreement at any time,whether or not Consultant is in default,by giving thirty(30)days written notice to the other parties. Upon such termination,Consultant shall without delay,deliver to Public Agency all materials and records prepared or obtained in the performance of this Agreement,and shall be paid,without duplication,all amounts due for the series rendered up to and including the date of termination. 16. Abandonment by Cons €u tart. in the event the Consultant ceases performing services under this Agreement or otherwise abandons the project prior to completing all of the services described in this Agreement,Consultant shall,without delay,deliver to Public Agency all materials and records prepared or obtained in the performance of this Agreement,and shall be paid in accordance with provisions of Appendix B up through the date of said termination. 17. Eire ch. In.the event that Consultant fails to perform any of the services described in this Agreement or otherwise breaches this Agreement,Public Agency shall have the right to pursue ail remedies provided by law or equity. Any disputes relating to the performance of this Agreement shall not be subject to non-judicial arbitration. Any litigation involving this Agreement or relating to the work shall be brought in Contra Costa County,and Consultant hereby waives the removal provisions of Code of Civil Procedure Section 394. 18. Comoli1n _with Laws. In performing this Agreement,Consultant shall comply with all applicable laws,statutes,ordinances,rules and regulations, whether federal,state or local in origin.This includes compliance with prevailing wage rates and their payment in accordance with California Labor Code,Section 1775. 19. Assignment. This Agreement shall not be assignable or transferable in whole or in part by Consultant,whether voluntarily,by operation of law or otherwise;provided, however,that Consultant shall have the right to sub-contract that portion of the services for which Consultant does not have the facilities to perform so long as Consultant notifies Public Agency of such subcontracting prior to execution of this Agreement.Any other purported assignment,transfer or sub-contracting shall be void. 20. Subcontra tc inca. All subcontracts exceeding$25,000 in cost shall contain all of the required provisions of this contract. Consultant will pay each subconsultant in accordance with the requirements of Civil Code Section 3321 as applicable. 21. n r m_ ne t cn Plans. Consultant shall endorse all plans, specifications, estimates, reports and other items described in Appendix A prior to delivering them to Public Agency,and where appropriate,indicate his/her registration number. 22. Patents and Copyrights. The issuance of a patent or copyright to Consultant or any other person shall not affect Public Agency's rights to the materials and records prepared or obtained in the performance of this Agreement. Public Agency reserves a license to use such materials and records without restriction or limitation,and Public Agency shall not be required to pay any additional fee or royalty for such materials or records. The license reserved by Public Agency shall continue for a period of fifty years from the date of execution of this Agreement,unless extended by operation of law or otherwise. 23. lndomalfication.To the extent that a claim or lawsuit is not covered by the insurance required under Section 6,Public Agency shall indemnify and hold Consultant harmless against expenses, including reasonable attorney's fees,judgments,fines,settlements,and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of Consultant's performance of services hereunder,except for expenses resulting from Consultant's gross negligence or willful misconduct. Should Consultant become aware of a claim or lawsuit that may be subject to this section,Consultant shall notify Public Agency promptly in writing,and Public Agency shall have the right to conduct the defense of such claim or lawsuit. 24. Heirs Sonaasors and Assign . except as provided otherwise in Section 20 above,this Agreement shall inure to the benefit of and'bind the heirs, successors,executors,personal representatives and assigns of the parties. 25. Public endorsements. Contractor shall not in its capacity as a contractor with Public Agency publicly endorse or oppose the use of any particular brand name or commercial product without the prior approval of the Public Agency's governing board. In its Public Agency Contractor capacity, Contractor shall not publicly attribute qualities or lack of qualities to a particular brand name or commercial product in the absence of a well- established and widely-accepted scientific basis for such claims or without the prior approval of the Public Agency's governing board. In its Public Agency contractor capacity,Contractor shall not participate or appear in any commercially-produced advertisements designed to promote a particular brand name or commercial product,even if Contractor is not publicly endorsing a product,as long as the Contr=actor's presence in the advertisement can reasonably be interpreted as an endorsement of the product by or on behalf of Public Agency. Notwithstanding the foregoing,Contractor may express its views on products to other contractors,the Public Agency's governing board,its officers,or others who may be authorized by the Public Agency's governing board or by law to receive such views. 26. Prolglg Personnel. In performing the services under this Agreement,Consultant shall use the personnel listed in Appendix C,attached hereto and made a part hereof by this reference. Changes in project personnel may only be made with Public Agency's written consent,and Consultant shall notify Public Agency in writing at least thirty(30)days in advance of any proposed change. Any person proposed as a replacement shall possess training,experience and credentials comparable to those of the person being replaced. 27. Payment Review-< . Public Agency's payment for the services performed by Consultant under this Agreement shall be sub'!act to review,determination of satisfaction,and approval of the Public Works Department,pursuant to Section 1 of the Joint;exercise of Powers Agreement dated June 24, 1986 between Public Agency and the County of Contra Costa. Attachments:Appendix A,Appendix B,Appendix C S:\DATA\SHARE\GHAD\BHGHAD.WPD Blackhawk Geological Hazard Abatement District (GHAD) William R. Gray and Company Professional Services Contract Appendix "A" Scope of Work Under this contract, William R. Gray and Company (CONSULTANT), agrees to provide professional staff to administer and operate the Blackhawk Geological Hazard Abatement District (GHAD) under the direction of the Board of Directors. CONSULTANT agrees to assign William.Gray to serve as General Manager and Chief Executive Officer of the District. The General Manager is responsible for the day-to--day operation of the GHAD and supervises District staff and consultants. In accordance with procedures approved by the Board of Directors, the General Manager is responsible for awarding, executing and managing contracts for District repair, maintenance and improvement projects and for the retention of professional and/or support services as may be required. Subject to Appendix C and Section 26, CONSULTANT will assign such other staff as appropriate to support William Gray, serving as General Manager of the Blackhawk CHAD, deems appropriate. Blackhawk Geological Hazard Abatement District (CHAD) William R. Gray and Company Professional Services Contract Appendix "B" Fee Schedule Effective January 1, 1998 Hourly Rate Principal/General Manager $165.00 (William R. Gray) Vice President/Assistant General Manager $140.00 (Teresa Bowen) Chief Engineer $130.00 (Clarence Yee) Project Manager $105.00 Assistant to the General Manager $ 44.00 ('fancy Cunningham) Word Processing $ 38.00 Messenger/Clerical $ 32.00 Rates subject to change on January 1, 1999 with 45-day prior written approval of the CHAD. Hourly rates include office overhead (routine clerical, local travel, etc.). Expenses (computer (CAD),printing,authorized entertainment,out of area travel,telephone,express mail,delivery,etc.) will be billed at cost plus 10%,. Routine copying will be included in the above mentioned rates. Large reports will be billed seperately on a time and material basis. Blackhawk Geological Hazard Abatement District (GHAD) William R. Gray and Company Professional Services Contract Appendix "C" Personnel Consultant agrees to assign the following personnel: William R. Gray, General Manager Teresa K.Q. Bowen, Assistant General Manager Clarence Yee, Chief Engineer Nancy Cunningham, Assistant to the General Manager Other personnel may be assigned from time to time;Consultant understands that any such appointments may be subject to the approval of the Board of Directors. S:\DATA\SHARE\GHAD\BHGHAD.WPD CALIFORNIAALL-PURPOSE¢4f OSE A8R LEDGME T a. i Sate of 3 Un before nne, F7 Date Nwre and ...e of er(e.g. re Doe.tint ry persenaoy appearecd Narre(s)of Sigre'(s) 1 rscnaiiy now n to rite-OR-❑proved to me on thv basis of satisfactory evidence to be the perser� whose name i,/ �subscr#bed to tha vv:thin 2;nstfuiment n~ and ac�r�evriedged t r v that e/ ' . exef uted the Y `T l) � �'!?"signaat:i,9, 4i .' {ls°•.' 13 1^t t E?#` Ci# , c or the entity i.#pon, veha.if of which the error acted, executed the ;nstrun-ism. catft WFNESS my hand and offlcia� sea::, I<lSig T ra of;eo�ary Puo�sc (� v, V POAL �l 7 hough the ar ,or?}'at or,below is not regarec by law,, it may prove valuable to persons reef✓hig Or,thG document and coni 7,,C3reven3 1 fraudulent removai and reaftacrmsnt of Mas form rc anoMer document. Description of Attached Document '7J Ttie or Type of Dcurrnent; V1, yam,ocur-.,ent Date: N ber or h �o, Signer(s) Other Than Na,r:ped Above: Capacity(les) Claimed by Signer(s) a Sigr.dr's Name; Signer's Name: ❑ orporate Officer F. Corporate Officer Tit; ;it=eIs): i ❑ Partner T-❑ L':m tdd ❑ Geraral ❑ Partner—❑ Urn!ted ❑ Genera; 71 Attorney-in-Fact ❑ Mtorney n-Fact ❑ Trustee ❑ Trustee 10 Guardian or Conservator ❑ Guardian or Conservator s i El Other ; ion of thumb here f ❑ 0ther; j lop of thumb hero j Signers Representing dig yet is Representing, ✓ � � Fg � Gl C 1995 1a'.iona'Notary Associaticn o 8236 Rommel Ave.,P.J.Sox 7184<Canoga Park,CA 91309-71,84 ?rod.No.5907 Reorder.Caii T047ree 1-800-878-8827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT F�.<. z.a� -a '.�., �- :ate of a, County of a,�n v% Dew '-ams and Title o`•Off;cer(e.g.."Jare Doe..:a personally appeared rr 3 N me(s;of&gner,$) r; �,� ❑persona ly known to me---OR® oved to:na on the basis of sat;stactory evidence to be 1-he person{ej whose narnee.*is/ v subscribe' 5'}h� and acknowd edged to me fat /she/� executed the j same in authorized capacity ; and that by or tIhe antity upon behalf of which the persoj acted, executed theinST'rument.1 My� �2= WTNESS try i:and and official seai, fS,f �f p ✓> --` afore o.,'ota:y Pub;`.c �s1 I d- BONA L u 'T' it the h r f f required b 4 r s e tr,, r^ i, H d prevent �a nov�h..;�6nformafion..e�o%Y.s r,©.re.,urr.,,�.,r dw i.may p.c✓e✓�{c;abd., d.,e,�o.s refy.rg on 2�,a documentand cotsr.�p,eve.y, fraudulent removal and reattachmen.,of this fora to another doc=ent. s Description of Attached Document Tit;e or Type of Document: r! j yl� 4� ,J _oc�.merr��pp y-� > :, rit Date: ?'Number o'mages- �( a3ignerE.s`',. Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: Signer's Name: � 4i j ❑ Individuai ❑ %ndividua. El ryy or `x Off yrypy,- Corporate ooywy eOfficer Title(s): El Partner—LJ €mited L Genera; r--- Pa,r4ner—❑ Limi.ad ❑ General �q ❑ Attorney-in-Fact ❑ Attorney-in-Fact stee E] -1 Tru MNIT Guardian or Conservator R �. '��. ❑ Guardian or Conservator t ter: Top of thumb here i E. ot; Top of thurnb here a d E I st ! 1 0 i 095 National:Notary AssocFat on a 8235 Pemmet Ave.,P.O.Sox 7184 Canoga Park,CA 91,309-7184 Prod.No.5907 F,aorder:Cal!TN;-Free f-800-876-6827 TO: BOARD OF SUPERVISORS ASTHE BOARD OF DIRECTORS OF THE CANYON LAKES CHAD FROM: J. MICHAEL WALFORD, PUBLIC WORKS DIRECTOR DATE: APRIL 28, 1998 SUBJECT- APPROVE. CONSULTING SERVICES AGREEMENT AND APPOINT THE GENERAL MANAGER.FOR.THE CANYON LAKES GHAD, DANVILLLE AREA (WO 5148 ORG#7761) SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION IatcommenddAet B t. i 1. AUTHORIZE the Chair to APPOINT William R. Gray and Company, Inc. as the General Manager of the Canyon Lakes GHAD and APPROVE the Consulting Services Agreement between the Canyon Lakes GRAD and William R. Cray and Company, Inc., effective from April 1, 1998 through June 30, 1999. 2. DIRECT the newly appointed General Manager of the Canyon Lakes CHAD to provide the Board with a status report of the Canyon Lakes GHAD within the next 90 days. 11. FinancialImm : No County General Funds Impact. All fends for this activity are derived from assessments on properties within the Canyon Lakes CHAD. Continued on Attachment;X SIGNATURE�081�. _RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE —APPROVE _OTHER SIGNATURE(S): ACTION OF BOARD ON April 28, 1998 APPROVED AS RECOMMENDED ®OTHER _XX APPRWED the recommendations as set forth above with the date AMENDED to read .April 1, 1998 through December 31, 1998. VOTE OF SUPERVISORS X UNA-1-MMOUS(ABSENT . AWES: NOES: ABSENT: ABSTAIN: SEi:3R:cshereby certify that this is a true and correct g:lgrpdatatspdisflhol=ycn 3akesllCLAWftmant Orig copy of an action taken and entered on the Cont ct: Skipcwcrka(sp�aiDtauiou) minutes of the Board of Supervisors on #ire Contac!: Skip Hppa§y(3.9-2253; ,.i cc: County Administrasor date shown.aown. D.Scluridt,County Counsel April 28 1998 Community Development ATTESTED: p - wiiiiamR.CsrayCompatsy,Inc. Clerk of the Board PHIL BATCHELOR, of Supervisors and my drr�ir is#rotor By. 'fid ,, ,.�.- � Deputy SUBJECT: APPROVE CONSULTING SERVICES AGREEMENT ANIS APPOINT THE GENERAL MANAGER FG., -1-L, CHAD, MANVILLE AREA. DATE: APRIL 28 1998 PAGE: -2- 111. Reasons a Recommendations and Badj=un The Canyon Lakes GHAM was formed in 1985 and Mr.Richard Nystrom was appointed as the first General Manager. Mr.Nystrom served as the General Manager until his untimely passing in February of this year. Projects currently being worked on through the GHA.D at this time and for the remainder of this fiscal year were previously reviewed and approved by Mr. Nystrom. The William R. Gray and Company, Inc. has submitted a proposal to provide professional sdVices as the General Manager for the Canyon Lakes GHAT?. The William R. Cray Company,Inc.is very familiar with the operation of the GHA.D and is well qualified to administer this District. The appointment of a new General Manager will minimize any interruption of services,maintenance and repair activities within the Canyon Lakes GHAM. IV. Conseaueuces ofN!ggative Action. The long terra operation of the Canyon Lakes GHAD may be adversly affected. CQNSUL—TWO SERVICES AGREEMENT 1. ecia€Conditions. These Special Conditions are incorporated below by reference. (a) Public Agency: Can on-La-kit Geologic Hazard Abatement Di triLt fGHAD) (b) Consultant's Name&Address: William R Gray, ompanv Enc a California Corporation 1820 Bonanza S*reet Suite#204 Walnut Creek,CA 94596 Phone:947-9966 Fax:947-3177 (c) Project Name,Number&Location: Canyon Lakes,San Ramon area. (d) Effective Gate:419198 (e) Payment Limit(s):40,000 (f) Completion Date(s):12131/98 (g) Federal Taxpayer's I.D.:68-0061829 2. Signatures. These signatures attest the parties'agreement hereto: PUBLIC AQEI,ICY CONSULTANT Canyon Lakes GHAD By: President,William R.Gray and Compen if Ca°fornia Corporation By. lg By s Assistant Se ry,William R.Gray, d Company,a California Corporation i Note to Consultant: For corporations,the contract must be signed by two officers. The first signature must be t4 the chairman of the board,president or vice-president;the second signature must be that of the secretary,assistant secretary,chief financial officer or assistant treasurer.(Civ.Code,Sec. 1190 and Corps.Code.Sec.313.) The acknowledgment below must be signed by a Notary Public. CERTIFICATE OF ACKNOWLEDGMENT State of California ) ss. County of _) On the date written below,before me, personally appeared finsert name and lite of the officer) 'personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. WITNESS my hand and official seal. Dated: r Notary Public (Notary's Seal) 3. Parti Effective on the above date,the above-named Public Agency and Consultant mutually agree and promise as follows: 4. Employment. Public Agency hereby employs Consultant,and Consultant accepts such employment,to perform the professional services described herein,upon the terms and in consideration of the payments stated herein, 5. Scope of Service. Scope of service shall be as described in Appendix A,attached hereto and made apart hereof by this reference. 6. Report Disclos, rhe Section. Any document or written report prepared hereunder by Consultant,or a subcontractor,for Public Agency shall contain, in a separate section,the numbers and dollar amounts of this contract and all subcontracts relating to the preparation of such document or written report,provided that the payment limit specked in Sec. 1(e)exceeds$5,000. When multiple documents or written reports are the subject or products of this agreement,the disclosure section may also contain a statement indicating that the total contract amount represents compensation for multiple documents or written reports. 7. Insurance. Consultant shall,at no cost to Public Agency,obtain and maintain during the term hereof:(a)Workers'Compensation Insurance pursuant to state law; (b)Comprehensive General Liability Insurance including blanket contractual(or contractual liability)coverage, broad form property damage coverage,and coverage for owned and non-owned vehicles,with a minimum combined single limit coverage of$1,000,000 for all damages due to bodily injury, sickness or disease,or death to any person, and damage to property, including the loss of use thereof,arising out of each accident or occurrence,and naming Pubic Agency it's governing body,officers and employees as additional insureds, Consultant shall promptly furnish to Public Agency certificates of insurance evidencing such coverage and requiring 30 days written notice to Public Agency of policy lapse, cancellation or material change in coverage. 8. Payment. Public Agency shall pay Consultant for professional services performed at the rates shown in Appendix B attached hereto,which include all overhead and incidental expenses, for which no additional compensation shall be allowed. Notwithstanding the foregoing, those incidental expenses specifically itemized in Appendix B shall be reimbursable by Public Agency to Consultant, provided that Consultant submits copies of receipts and,if applicable,a detailed mileage log to Public Agency. In no event shall the total amount paid to Consultant exceed the payment limit(s) specified in Sec.I(e)without prior written approval of the Public Agency. Consultant's billing statements shall be submitted at convenient intervals approved by Public Agency and shall list for each item of services,the employee categories, hours and rates. Public Agency will pay consultant in accordance with the requirements of Civil Code Section 3320 as applicable. 9. Status. The Consultant is an independent contractor,and shall not be considered an employee of Public Agency. 10. Time for Completion. Unless extended in writing by the Public Agency,Consultant shall complete all services covered by this Agreement no later I han the Completion.Date(s)listed above. 11. Record Retention and Auditing. Except for materials and records delivered to Public Agency, Consultant shall retain all materials and records prepared or obtained in the performance of this Agreement,including financial records,for a period of at least five years after Consultants receipt of the final payment under this Agreement. Upon request by Public Agency,at no additional charge,Consultant shall promptly make such records available to Public Agency,or to authorized representatives of the state and federal governments,at a convenient location within Contra Costa County designated by Public Agency,and without restriction or limitation on their use. 12. DgggMentat€on. Consultant shall prepare and deliver to Public Agency at no additional charge,the items described in Appendix A to document the performance of this Agreement and shall furnish to Public Agency such information as is necessary to enable Public Agency to monitor the performance of this Agreement. 13. Ownership of Dgcuments. All materials and records of a finished nature,such as final plans,specifications,reports,and maps,prepared or obtained in the performance of this Agreement,shall be delivered to and become the property of Public Agency. All materials of a preliminary nature,such as survey notes,sketches,preliminary plans,computations and other data,prepared or obtained in the performance of this Agreement,shall be made available,upon request,to Public Agency at no additional charge and without restriction or limitation on their use. 14. � rk. Any work or services in addition to the work or services described in Appendix A shall be performed by Consultant according to the rates or charges listed in Appendix B. In the event that no rate or charge is listed for a particular type of extra work,Consultant shall be paid for the extra work at a rate to be mutually agreed on prior to commencement of the extra work. In no event shall Consultant be entitled to compensation for extra work unless a written authorization or change order describing the work and payment terms has been executed by Public Agency prior to the commencement of the work. 15. Termination. Public Agency or Consultant shall have the right to terminate this Agreement at any time whether or not Consultant is in default,by giving thirty(30)days written notice to the other parties. Upon such termination,Consultant shall without delay,deliver to Public Agency all materials and records prepared or obtained in the performance of this Agreement,and shall be paid,without duplication,all amounts due for the series rendered up to and including the date of termination. 16. Abanggnment by Consultant. in the event the Consultant ceases performing services under this Agreement or otherwise abandons the project prior to completing all of the services described in this Agreement, Consultant shall,without delay, deliver to Public Agency all materials and records prepared or obtained in the performance of this Agreement,and shall be paid in accordance with provisions of Appendix B up through the date of said termination. 17. Breach. In the event that Consultant fails to perform any of the services described in this Agreement or otherwise breaches this Agreement,Public Agency shall have the right to pursue all remedies provided by law or equity. Any disputes relating to the performance of this Agreement shall not be subject to non-judicial arbitration. Any litigation involving this Agreement or relating to the work shall be brought in Contra Costa County, and Consultant hereby waives the removal provisions of Code of Civil Procedure Section 394. 18. Compliance with taws. In performing this Agreement,Consultant shall comply with all applicable laws,statutes,ordinances,rules and regulations, whether federal,state or local in origin.This includes compliance with prevailing wage rates and their payment in accordance with California Labor Code,Section 1775. 19. Assgnment. This Agreement shall not be assignable or transferable in whole or in part by Consultant,whether voluntarily,by operation of law or otherwise;provided, however,that Consultant shall have the right to sub-contract that portion of the services for which Consultant does not have the facilities to perform so long as Consultant notifies Public Agency of such subcontracting prior to execution of this Agreement.Any other purported assignment,transfer or sub-contracting shall be void. 20. SubcontactEng_ All subcontracts exceeding$25,030 in cost shall contain all of the required provisions of this contract. Consultant will pay each subconsultant in accordance with the requirements of Civil Code Section 3321 as applicable. 21. Endorsement on Plans. Consultant shall endorse all pians, specifications, estimates, reports and other items described in Appendix A prior to delivering them to Public Agency, and where appropriate, indicate his/her registration number. 22. Patents and C2pydahts. The issuance of a patent or copyright to Consultant or any other person shall riot affect Public Agency's rights to the materials and records prepared or obtained in the performance of this Agreement. Public Agency reserves a license to use such materials and records without restriction or limitation, and Public Agency shall not be required to pay any additional fee or royalty for such materials or records, The license reserved by Public Agency shall continue for a period of fifty years from the date of execution of this Agreement,unless extended by operation of law or otherwise. 23. €ndemniflotgn.To the extent that a claim or lawsuit is not covered by the insurance required under Section 6, Public Agency shall indemnify and hold Consultant harmless against expenses, including reasonable attorney's fees,judgments,fines,settlements,and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of Consultant's performance of services hereunder,except for expenses resulting from Consultant's gross negligence or willful misconduct. Should Consultant become aware of a claim or lawsuit that may be subject to this section,Consultant shall notify Public Agency promptly in writing,and Public Agency shall have the right to conduct the defense of such claim or lawsuit. 24. Heirs,$Vcccessors and_Assiigns. Except as provided otherwise in Section 20 above,this Agreement shall inure to the benefit of and bind the heirs, successors,executors,personal representatives and assigns of the parties. 25. Pgblig Endgrsements. Contractor shall not in its capacity as a contractor with Public Agency publicly endorse or oppose the use of any particular brand name or commercial product without the prior approval of the Public Agency's governing board. In its Public Agency Contractor capacity, Contractor shall not publicly attribute qualities or lack of qualities to a particular brand name or commercial product in the absence of a well- established and widely-accepted scientific basis for such claims or without the prior approval of the Public Agency's governing board. In its Public Agency contractor capacity,Contractor shall not participate or appear in any commercially-produced advertisements designed to promote a particular brand name or commercial product,even if Contractor is not publicly endorsing a product,as long as the Contractor's presence in the advertisement can reasonably be interpreted as an endorsement of the product by or on behalf of Public Agency. Notwithstanding the foregoing,Contractor may express its views on products to other contractors,the Public Agency's governing board,its officers,or others who may be authorized by the Public Agency's governing board or by law to receive such views. 26. Proiect Personnel. In performing the services under this Agreement,Consultant shall use the personnel listed in Appendix C,attached hereto and made a part hereof by this reference. Changes in project personnel may only be made with Public Agency's written consent,and Consultant shall notify Public Agency in writing at least thirty(33)days in advance of any proposed change. Any person proposed as a replacement shall possess training,experience and credentials comparable to:hose of the person being replaced. 27. Payment Peylgw. Public Agency's payment for the services performed by Consultant under this Agreement shall be subject to review,determination of satisfaction,and approval of the Public Works Department,pursuant to Section 1 of the Joint Exercise of Powers Agreement dated June 24, 1986 between Public Agency and the County of Contra Costa. Attachments:Appendix A,Appendix B,Appendix C S:\DATA\SHARE\GHAD\CLGHAD.WPD Canyon Lakes Hazard Abatement District (GHAD) William R. Gray and Company Professional Services Contract Appendix "A" Scope of Work Under this contract, William R. Gray and Company (CONSULTANT), agrees to provide professional staff to administer and operate the Canyon Lakes geological Hazard Abatement District (GRAD) under the direction of the Board of Directors. CONSULTANT agrees to assign William gray to serve as General Manager and Chief Executive Officer of the District. The General Manager is responsible for the day-to-day operation of the GRAD and supervises District staff and consultants. In accordance with procedures approved by the Board.of Directors, the General Manager is responsible for awarding, executing and managing contracts for District repair, maintenance and improvement projects and for the retention of professional and/or support services as may be required. CONSULTANT will assign such other staff as appropriate to support William Cray, serving as General Manager of the Canyon Fakes GRAD, deems appropriate. Canyon Lakes Geological Hurd Abatement District (CHAD) William. R. Gray and Company Professional Services Contract Appendix "B" Fee Schedule Effective January 1, 1998 Hourly Ratte, Principal/general Manager $165.00 (William.R. gray) Vice President/Assistant General Manager $140.00 (Teresa Bowen) Chief Engineer $130.00 (Clarence Yee) Project Manager $105.00 Assistant to the General Manager $ 44.00 (Nancy Cunningham) Ward Processing $ 38.00 Messenger/Clerical $ 32.00 Rates subject to change on January 1, 1999 with 45-day prior written approval of the CHAD. Hourly rates include office overhead (routine clerical, local travel, etc.). Expenses (computer (CAD),printing,authorized entertainment,out of area travel,telephone, express mail, delivery, etc.) will be billed at cost plus 10%. Routine copying will be included in the above mentioned rates. Large reports will be billed separately on a time and material basis. Canyon Lakes Geological Hazard Abatement District (GHAT)) William R. Gray and Company Professional Services Contract Appendix "C" Personnel Consultant agrees to assign the following personnel William R. Gray, General Manager Teresa K.Q. Bowen, Assistant General Manager Clarence Yee, Chief Engineer Nancy Cunningham, Assistant to the General Manager Other personnel may be assigned from time to time; Consultant understands that any such appointments may be subject to the approval of the Board of Directors. S:\DATA\SHARE\GHAD\CLGHAD.WPD CALIFORNIAALL-PURPOSE ACKNOWLEDGMENT o State of >' Cate Na::.o and a of Crf re (e.g., ,ia, Coe,"'Py a•;ic') { .oeru`or3aliy appeared dy , 4a, (s)o.Siner(s) at 4 erscnaiiy known to me®OR�-El proved to e on the basis of satisfactory evidence to be the pars r4b- y s { ��whose.rarelej y and cac"kn wiedge£. to me that he,4a exec-uted the � same n h!s/N464# !r auto"-ori ed capacity((".# , and that by �� r3€�/' '.����r3� �#`e;.�'�,''•�`:!'Ee 17's`s E.�';'9et"t���'?�pe-sor , ��,' or the entity upon, beha:f o which, sne personal; acted, A.� e yy�executed the instrument.ak� ;r -SS my sand and official sea':. VfCaMn bOo JW 2&2= attire o,Notary A TIONALa Though the i,.o,rm.atio..below is not.sq.,, a.,by,ate ;t may f:,rav„ valuable to persons re.ya,,g or,:.,.,document and.,ouia pr.,ven. (� ? e t r t d� a 'ri "1 t r Fr rf fr uo"ud„�r.,e;rova,ter,.. ��*£ci,,.:�nt s�, n6s,o,rr.��nr�t�er..acumanr. ��2 Description of Attached Document Title or;ype o! Document: � w oc rrent Date : Number of Pages: 3} ?' Signer(s) O"i"Gr Tear Nar ed Above: G: Capac t (ies) Claimed by Signer(s) `'tri r e is Fuss: Signer's Name. )• ylt I , (. ❑ individua° ❑ indtvidtua; f ❑ Corporate 01 ;cer ❑ drporate officer ❑ Partner-----❑ Limited C General ❑ Partner ---❑ Limited C_ General s` ❑ Attorney-'n-Fact ❑ Attorney-in-Fact ( ¢ U T'rjstee _ i ❑ Trustee El Guardian or Consemator E Guardian or Conservator ❑ Otter: Tiop of thumb here C Other: Top of thumb here Signer ;s Representing: Signer isRepresenting: 15 ©7855 Ne+ions;NotaryAssaciation a 8236 Rommat Ave.,P.C.cox 7 784 a Cenoca Park,CA 97309-7"84 Prod.Nc.5907 Aen:der:Cali ioi;-Fre® 800-878-8827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT `• 'w.s�•'v�^,�,,,iG%a:G�.��t:.�^;���..,a`�rs�i:�s���'a::���„��?�!-���.J:��Yz�s;�_h`�''�s� .U,`�%i��.�. r�<z,u's:•.>('�,�Y _��Y,r�i�"i�'��;=>��-'�� •��S AN State s. R �� £p '? r t y 04� ' _� lY On l~ befidr�i r;Se, Data Name and T tle of Office,(e g.,'Jane Due,'Notary Pblic• c ! „eraor4a y apeare i� Narr;e(s;Gc Si�neY(s) �„ Fi ersr3nc'E;y known"•. Y fe®OARroved to me on the basis of satisfactory e`videnoe to e the persor wese name,, is/ subs;r beta to the with:rinstrument �K andp, +^p ya�( n`,+kyn, yq �y'+ F r�¢$ +�.� / y+� y ,s�yp the a d C.tts:FnoV wedged to fna 4fry'..:iL'�f✓/m"'f;�/��✓51G�1-itG1t t e `y samen /her/ter a.ut �r e�€Cpc t f „ that y ' r/tt i? a;fir a: re nth fi� $.c,E"fflet t the p€t sQE"W, F SS„„ ':; T or the entity '.�iDon bw-haif of which the person.,-:.t) acted, Sk x � .An , m WITNESSmy hard and official peal, b5 owft Y -, r tune of7ota-y rub!" ya O VIONAL � 4 i f;OUgh tf;E „7fGr" ,,atfor meso!✓'s^G"required r71 law,, %t may prove}/s9f1.able to persons ref Jing on the docume'm and CGf1lG,C revepf s t tt ri^;,Q l vis r, to a r ors rrc3U�t(r9liP�et7tG%2.3.F1Gs t'e3.t2„r F' fii Gr t.,ls fO.�-✓2L�Gi}7.,;G'GC.;fYi.,.,.. ri Attached t� it Description of Attached Document > TJIEe or Type of Document _ y D;current Date• Number of Pages: Than &gner(s) Other Named Above', Capacity(les) Claimed by Signer(s) y Signer's N`arne: Sig, game° r ❑; ;r';dividja€ ❑ Individuai i ❑ Cepporate Officer { ❑ CerE>orate Of¢sicer a_tie �p T tiers;: : s ❑ Pat�er_m❑ �i:nited ❑ -enera€ ❑ Partner—❑ Limited ❑ General ❑ Attorney-in-Fact ❑ ttor ey-ir?-Fact o `< ❑ Trtuste® ❑ Trustee b5 5 ❑ (Afar ian Cons ato, "a �� ❑ i:arulan c r$ E3� r9ator •,:ave.; +� r Ta of thumb here I o of thumb here N ❑ +ether. p ❑ Other: p I ; 10 i'; nor is Reoresenting: ( signer is Raoresenting: f 3 Q'995'NaVona'notary Association 8236 Rummel,Ave.,RO.Pox 7"84«Canoga?ark,CA 91309-7984 ?rod No.5907 A.aorcer:Caii oli-gree'-800.876-5827