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HomeMy WebLinkAboutCC Resolution 26-13404 - Consultant Services Agreement with GUIDARESOLUTION NO. 26-13404 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CAMPBELL APPROVING AND AWARDING A CONTRACT AND AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSULTANT SERVICES AGREEMENT WITH GUIDA FOR CITY SURVEYOR SERVICES WHEREAS, the current contract for City Surveyor Services will expire on June 30, 2026; and WHEREAS, the Subdivision Map Act requires a California licensed land surveyor to review and sign all subdivision maps as the City Surveyor; and WHEREAS, the City utilizes consulting services for the purpose of reviewing and signing parcel and tract maps by a licensed land surveyor acting as the City Surveyor; and WHEREAS, additional land surveying services may be required on an as needed basis; and WHEREAS, the City has adopted a Housing Element requiring approximately 3,000 new housing units, and the State of California has passed significant additional pro -housing legislation (SB 9, SB 330, SB 684/SB 1123), resulting in increased subdivision map activity, necessitating the need for increased City Surveyor services; and WHEREAS, City Surveyor Services are evaluated using a Request for Proposal process that evaluates the experience, quality, timeliness, and cost, and awards the contract to the consultant providing the best value to the City, and WHEREAS, GUIDA was found to be the most qualified for the work; and WHEREAS, the contract is structured as a multi -year agreement, permitting additional years of service beyond the initial two-year term, for up to three optional one-year extensions, contingent upon satisfactory performance and at the City's discretion. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Campbell does hereby award and approve contract for City Surveyor Services to GUIDA in an amount not to exceed $250,000; and authorize the City Manager to execute the consultant services agreement for a period of two (2) years with options to renew annually for up to a total of five (5) years. Each additional one- year extension would be authorized to increase the agreement amount by $125,000, adjusted annually per the Consumer Price Index for the San Francisco Bay Area as of the month of May of that year, plus an additional 15% contingency as necessary based on projections of application trends for future years. PASSED AND ADOPTED this 16th day of June, 2026 by the following roll call vote AYES: Councilmembers: Lopez, Hines, Scozzola, Bybee, Furtado NOES: Councilmembers: None ABSENT: Councilmembers: None AP ROV D: ' Daniel E. Furlado, Mayor ATTEST: (1/0, ��/v 1? /" Andrea San rs, City Clerk CITY OF CAMPBELL CONSULTANT SERVICES AGREEMENT This Agreement is entered into at Campbell, California on the day of 1026, by and between the CITY OF CAMPBELL (hereinafter referred to as "City") and GUIDA (hereinafter .referred to as "Consultant"). WHEREAS, City desires to obtain consulting services for the purpose of reviewing subdivision maps and assigned as City Surveyor for said maps; and WHEREAS, Consultant represents that it has the expertise, means, and ability to perform said reviews and City Surveyor assignment; NOW, THEREFORE, in consideration of each other's mutual promises, Consultant and City agree as follows: I. DUTIES OF CONSULTANT 1.1 Consultant agrees to perform services as set forth in Exhibit A - Scope of Services, attached hereto and incorporated herein by reference, and which shall be interpreted together and in harmony with this Agreement. In the event of any conflict between Exhibit A and this Agreement, this Agreement shall govern, control, and take precedence. 1.2 Consultant's project manager will meet with the City's project coordinator prior to commencement of the project to establish a clear understanding of the working relationships, authorities, and management philosophy of City as it relates to this Agreement. 1.3 Consultant, working with the City, will gather available existing information concerning the project, and shall review documents as necessary for compliance with the project's objectives. 1.4 In performance of this Agreement by Consultant, time will be of the essence. 1.5 Notwithstanding Section 1.4, Consultant shall not be responsible for delay caused by activities or factors beyond Consultant's reasonable control, including delays or by reason of strikes, work slow -downs or stoppages, or acts of God. 1.6 Consultant agrees to perform this Agreement in accordance with the highest degree of skill and expertise exercised by members of Consultant's profession working on similar projects under similar circumstances. 1. 7 Consultant shall cooperate in good faith with City in all aspects of the performance of this Agreement. -1- 1.8 In the course of the performance of this Agreement, Consultant shall act in the City's best interest as it relates to the project. 1.9 All activities of Consultant, its employees, subcontractors and/or agents will be carried out in compliance with all applicable federal, state, and local laws and regulations. 1.10 The designated project manager for Consultant shall be Lisa Spivak. The Consultant's project manager shall have all the necessary authority to direct technical and professional. work within the scope of the Agreement and shall serve as the principal point of contact with the City and the City's project coordinator. The authorized principal of Consultant executing this Agreement for the Consultant shall have authority to make decisions regarding changes in services, termination and other matters related to the performance of this agreement on behalf of Consultant. 1 .11 The Consultant (and its employees, agents, representatives, and subconsultants), in the performance of this Agreement, shall act in an independent capacity and not as officers or officials or employees or agents of the City. The City shall not direct the work and means for accomplishment of the services and work to be performed hereunder. The City, however, retains the right to require that work performed by Consultant meet specific standards consistent with the requirements of this Agreement without regard to the manner and means of accomplishment thereof. Subcontractors shall assume all of the rights, obligations and liabilities applicable to it as an independent contractor hereunder. Consultant represents and warrants that it (i) is fully experienced and properly qualified to perform the class of work and services provided for herein, (ii) has the financial capability and shall finance its own operations required for the performance of the work and services and (iii) is properly equipped and organized to perform the work and services in a competent, timely and proper manner in accordance with the requirements of this Agreement. Consultant agrees to comply with ABS, codified at Labor Code section 2750.3. and shall indemnify, defend and hold harmless the City, its officers, officials, .directors, agents' representatives, volunteers, and employees against any claim or liability, including attorneys' fees and costs, arising in any manner related to this Agreement that an employee, agent or others under Consultant's supervision or control was misclassified. 1.12 This Agreement contains provisions that permit mutually acceptable changes in the scope, character or complexity of the work if such changes become desirable or necessary as the work progresses. Adjustments to the basis of payment and to the time for performance of the work, if any, shall be established by a written contract amendment (approved and executed by the City) to accommodate the changes in work. 2. DUTIES OF CITY 2.1 City shall furnish to Consultant all available and pertinent data and information requested by Consultant to facilitate the preparation of the documents called for in this Agreement. Consultant shall be entitled to reasonably rely on accuracy and completeness of such information, provided that Consultant shall snake any additional investigation reasonably necessary to confirm such information and provide City prompt written notice of any known or discovered defects in such data and information. -2- 2.2 City shall. provide contract administration. services. City shall notify Consultant of required administrative procedures and shall name representatives, if any, authorized to act in its behalf. 2.3 City shall review documents submitted by Consultant and shall render decisions pertaining thereto as promptly as reasonably possible. 3. COMPENSATION 3.1 For the full performance of the services described herein by Consultant, City agrees to compensate Consultant for all services and direct costs associated with the performance of the project in an amount not to exceed $250,000.00 as follows: a. Once each month, Consultant shall submit for payment by City, an itemized invoice for services performed during the previous billing period. The invoice shall describe the services rendered and the title of the item of work, and shall list labor hours by personnel classification. Said invoice shall be based on all labor and direct expense charges made for work performed on the project. Labor charges shall be in accordance with the fee schedule found in Exhibit A of this Agreement. City shall pay Consultant for services rendered and approved by the City within 30 days from the date the itemized invoice is received by the City, subject to the maximum not to exceed amount specified above and the City's right to object. b. Direct costs are those outside costs incurred on or directly for the project, and substantiated with invoices for the charges. Direct expenses include printing, reproduction, and delivery charges. 3.2 If Consultant incurs other costs which are not specifically covered by the terms of this Agreement, but which are necessary for performance of Consultant's duties, City may approve payment for said costs if authorized in writing by the City in advance. 3.3 City may order changes in the scope or character of services in writing, including decreasing the amount of Consultant's services. In the event that the work is decreased, Consultant is entitled to full compensation. for all services performed and expenses incurred prior to receipt of notice of change. Under no conditions shall Consultant make any changes to the work, either as additions or deductions, without the prior written order of the City. In the event, that the City determines that a change to the work or services from that specified in this Agreement is required, the contract time and/or actual costs reimbursable by the City for the project may be adjusted by contract amendment or change order to accommodate the changed work. The maximum not to exceed total amount specified in this Article 3 (Compensation) shall not be exceeded, unless authorized by written contract amendment or change order, approved and executed by the City. Consultant shall obtain prior written approval for a revised fee schedule from the City before exceeding such fee schedule. Only City's authorized representative(s) is authorized to approve changes to this Agreement on behalf of City. 3.4 In no event, will the Consultant be reimbursed for any costs or expenses at any rates that exceed the rates for set forth in the fee schedule found in Exhibit A. -3- 3.5 Consultant agrees that the payments to Consultant specified in this Article 3 (Compensation) will constitute full and complete compensation for all obligations assumed by Consultant under this Agreement. Where conflicts regarding compensation may occur, the provisions of this section apply. 4. SUBCONSULTANTS 4.1 Consultant may not subcontract any services required under this Agreement without the prior written consent of the City. 4.2 Consultant shall be responsible to City for the performance of any and all subconsultants who perform work under this contract, and any acts of negligence or misconduct on their part. Consultant is solely responsible for all payments due to subconsultants. 4.3 Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements stated herein, including naming the City of Campbell, its officers, officials, directors, agents' representatives, volunteers, and employees as additional insureds. Any modification to the insurance requirements for subcontractors must be agreed to by the City in writing. 4.4 If at any time, the City determines any subcontractor is incompetent or unqualified, Consultant will be notified and will be expected to immediately cancel the subcontract. 5. OWNERSHIP OF DOCUMENTS AND MATERIALS All original drawings, documents, papers, data, materials, photographs, negatives and other work products prepared by the Consultant and/or its subconsultants in the performance of the services encompassed in this Agreement (whether in printed or electronic format) ("project -related documents and materials") shall be the property of the City and may be used on this project without the consent of the Consultant or its subcontractors. City acknowledges that such drawings, documents, and other items are instruments of professional services intended for use only on the subject project. Consultant agrees that all copyrights which. arise from creation of the Project -related documents and materials pursuant to this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. Any project -related documents and materials related to this Agreement shall be confidential, not to be used by the Consultant on other projects or disclosed to any third party, except by agreement in writing by the City, or except as otherwise provided herein. Upon the completion or termination of this Agreement for any reason, the City shall be entitled to receive, and Consultant shall promptly provide to the City upon request, all finished and unfinished project -related documents and materials, produced or gathered by or on behalf of Consultant that -4- are in Consultant's possession, custody or control. Consultant may retain copies of said documents and materials for its files. In the event . of termination, any dispute regarding compensation or damages shall not hinder, prevent, or otherwise impact the City's right to promptly receive and use such documents and materials which are the sole and exclusive property of the City. 6. TERMINATION 6.1 Notwithstanding any other provision of this Agreement, City may terminate this Agreement at any time, with or without cause, in its sole discretion, by giving notice in writing to Consultant not less than thirty (30) calendar days prior to an effective termination date. In the event of such termination, Consultant shall have the right and obligation to immediately assemble the work then in progress for the purpose of completing the work and turning over all materials and documents to City. 6.2 In the event of such termination, Consultant shall be compensated for all work and services performed to the point of termination in accordance with the payment provisions set forth in Section 3. I, unless the termination is for cause, in which event Consultant need be compensated only to the extent required by law. 6.3 Upon notice of termination by City, the Consultant will immediately act to not incur any additional obligations, costs or expenses, except as may be reasonably necessary to terminate its activities. All finished or unfinished work or documents procured or produced under the Agreement will become property of the City upon the termination date. In the event of Consultant's failure to perform pursuant to the Agreement, the City reserves the right to obtain services elsewhere and Consultant will be liable for the difference between the prices set forth in the terminated Agreement and the actual cost to the City. Termination of the Agreement pursuant to this paragraph shall not relieve the Consultant of any liability to City for additional costs, expenses, or damages sustained by City due to failure of the Consultant to perform pursuant to the Agreement. City may withhold any payments to Consultant for the purpose of set off until such time as the exact amount of darnages due City from Consultant is determined. After the effective date of termination, Consultant will have no further claims against the City tinder the Agreement. No other compensation will be payable for anticipated profit on unperformed services. 7. AUDIT AND INSPECTION Consultant shall permit authorized representatives of City to inspect and audit all data and records relating to its performance under this Agreement for a period of three years following acceptance of the final study. 8. EQUAL EMPLOYMENT OPPORTUNITY Consultant agrees to refrain from discriminatory employment practices on the basis of race, religious creed, color, sex, national origin, handicap, sexual orientation, marital status, medical condition, disability, ancestry, organizational affiliation, military or veteran status, or -5- any other consideration made unlawful by local, State or Federal law, of any employee of, or applicant for employment with, such Consultant or subcontractor. City requires Consultant to comply with all applicable Federal and State and local equal employment opportunity laws and regulations. 9. INSURANCE AND INDEMNIFICATION 9.1 With respect to any design professional services provided by Consultant, the Consultant agrees to indemnify, and hold harmless the City, its officers, and employees to the fiillest extent allowed by law from any and all claims, actions, causes of action, damages, liabilities and losses, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, except for any claims, actions, causes of action, losses, damages or liabilities proximately caused by the sole negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing services described herein. Notwithstanding anything in this paragraph to the contrary, any defense costs charged to the design professional under this paragraph shall not exceed the design professional's proportionate percentage of fault, except: a. That in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the design professional shall meet and confer with the other parties regarding unpaid defense costs in good faith effort to agree on the allocation of those costs amongst the parties; and b. Where a project -specific general liability policy insures all project participants for general liability exposures on a primary basis and also covers all design professionals for their legal liability arising out of their professional services on a primary basis, then there shall be no limitation on the design professional's duty to provide a defense and cover the City's cost of defense. With respect to all matters other than those covered by the foregoing paragraph, Consultant agrees to indemnify, defend (with counsel reasonably satisfactory to the City) and hold harmless the City, its officers, officials, directors, agents representatives, volunteers, and employees to the fullest extent allowed by law from and against any and all claims, actions, causes of action, losses, damages, liabilities and costs of every nature, including attorneys' fees and costs (collectively, "Losses") including but not limited to all claims, actions, causes of action, losses, damages, liabilities for property damage, bodily injury, or death, and all costs of defending any claim, caused by or arising out of, or alleged to have.been caused by or arise out of, in whole or in part, Consultant's performance under this Agreement, except for any claims, actions, causes of action, losses, damages, costs or liabilities proximately caused by the sole negligence or willful misconduct of City. City shall not be liable for acts of Consultant in performing services described herein. In no event shall this section be construed to require indemnification by the Consultant to a greater extent than permitted under the public policy of the State of California; and in the event that this contract is subject to California Civil Code section 2782(b), the foregoing indemnity provisions shall not apply to any liability for the active negligence of the City. -6- The defense and indemnity provisions obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by the insurance obligations contained in this Agreement. The foregoing indemnity provisions are intended to fully allocate the parties' risk of liability to third -parties; and there shall be no rights to indemnity or contribution, in law or equity or otherwise between the parties that are not set forth in this section. Consultant waives all rights to subrogation for any matters covered by the provisions of this section. Consultant's responsibility for such defense and indemnity obligations as set forth in this section shall survive the termination or completion of this Agreement for the full period of time allowed by law. 9.2 Consultant shall maintain insurance conforming to the following specifications to the fullest amount allowed by law for a minimum of three (3) years following the termination or completion of this Agreement: A. Types of Coverage The policies shall afford the following types of coverage: I. Commercial General Liability; 2. Automotive; 3. Workers' Compensation and Employer Liability; and 4. Professional Liability and/or Errors and Omissions B. Minimum Scope of Insurance Coverage shall be at least as broad as: I. For Commercial General Liability: Insurance Services Office (ISO) CGL Form 00 01 11 85; and 2. For Automotive Liability: ISO CA 00 01 06 92 including symbol l(any auto); and 3. For Workers' Compensation: insurance as required by the Labor Code of the State of California and Employer's Liability insurance; and 4. For Professional Liability and/or Errors and Omissions: insurance covering negligence committed by or on behalf of Consultant in rendering services to City. -7- C. Minimum Limits of Insurance Consultant shall maintain limits no less than: 1. General Liability: $I,000,000 combined single limit per occurrence for bodily, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. �. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage. 3. Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per accident. The Worker's Compensation policy must be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant and its employees. 4. Professional Liability and/or Errors and Omissions: $1,000,000 per claim and $2,000,000 in the annual aggregate. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (as agreed to in this Agreement) before the City's own insurance or self-insurance shall be called upon to protect it as a named insured. D. Deductible and Self -Insured Retention Any deductibles or self -insured retention must be declared to and approved by the City, and shall not reduce the limits of liability. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self -insured retention as respects the City, its agents, officers, attorneys, employees, officials and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses related to investigations, claim administration, and defense expenses. Policies containing any self -insured retention provision shall provide or be endorsed to provide that the self - insured retention may be satisfied by either the named insured or the City. E. Other Insurance Provisions The policies are to contain, or be endorsed to contain, the following provisions: I. General Liability and Automobile Liability Coverage: -8- a. The City, its agents, officers, attorneys, employees, officials and volunteers are to be covered as additional insureds as respects: liability arising out of this Agreement performed by or on behalf of the Consultant, products and completed operations of the Consultant, premises owned, occupied or used by the Consultant, or automobiles owned, leased, hired or borrowed by the Consultant. It is a requirement of this Agreement that any available insurance proceeds broader than or in excess of the specified mm 1 mum insurance coverage requirements and/or limits set forth. in this Agreement shall be available to the City as an additional insured. Furthermore, the requirements for coverage and limits shall be (1) the minimum coverage limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is affords greater coverage. b. The Consultant's insurance coverage shall be primary insurance as respects the City, its agents, officers, attorneys, employees, officials and volunteers. Any insurance or self-insurance maintained by the City, its agents, officers, attorneys, employees, officials and volunteers shall be excess of the Consultant's insurance and shall not contribute with it. C. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its agents, officers, attorneys, employees, officials, and volunteers. d. The Consultant's insurance shall apply separately to each insured against whom claim is :made or suit is brought except with respect to the limits of the insurer's liability. 2. Workers' Compensation and Employer's Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, its agents, officers, attorneys, employees, officials, and volunteers for losses arising from. work performed by the Consultant for the City. 3. All Coverages: Any unintentional failure to comply with reporting provisions of the policies shall not affect coverage provided to the City; and unless otherwise approved by the City, each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by regular mail has been given to the City, or ten (I 0) days for cancellation for non-- payment of premium. -9- F. Suspension or Cancellation If any of the coverages required by this Agreement should be suspended, voided, cancelled or reduced in coverage during the term of this Agreement, Consultant shall immediately notify City and replace such coverage with another policy meeting the requirements of this Agreement. G. Subcontractors Consultant agrees that any and all contracts with subcontractors for performance of any matter under this Agreement shall require the subcontractors to comply with the same indemnity and insurance requirements set forth in this Agreement to the extent that they apply to the scope of the subcontractors' work. Subcontractors are to be bound to contractor and to City in the same manner and to the same extent as the Consultant is bound to City under this Agreement. Subcontractors shall further agree to include these same provisions with any sub - subcontractor. A copy of this Agreement will be furnished to the subcontractor on request. The Consultant shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the Agreement prior to commencing any work, and will provide proof of compliance to the City. H. Acceptability of Insurers Without limiting Consultant's indemnificaiion provided hereunder, the policies of insurance listed in Article 9.2 of this Agreement are to be issued by an issuer with a current A.M. Best Rating of A: V and who is authorized to transact business in the State of California, unless otherwise approved by the City. I. Verification of Coverage Consultant shall furnish the City with endorsements and certificates of insurance evidencing coverage required by this clause. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be on forms acceptable to the City. Where required by statue, forms approved by the Insurance Commissioner are to be submitted. Al.l certificates are to be received and approved by the City before work c oin mences. J. Special Risks/Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances and provide notice to Consultant. 10. MISCELLANEOUS I0.1 This Agreement shall be binding on the heirs, executors, assigns and successors of Consultant. -10- 10.2 Neither party may assign this Agreement, or any portion hereof, without the prior written consent of the other. 10.3 This Agreement shall not be construed to alter, affect, or waive any lien or stop notice rights, which Consultant may have for the performance of services pursuant to this Agreement. I0.4 Neither party's waiver of any term, condition or covenant, or breach of any term, condition or covenant shall be construed as the waiver of any other term, condition or covenant or waiver of the breach of any other term., condition or covenant. 10.5 This Agreement contains the entire Agreement between City and Consultant relating to the project and the provision of services to the project. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. Subsequent modifications to this Agreement shall be in writing and signed by both City and Consultant. 10.6 If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding on City and Consultant. 10.7 This Agreement shall be governed and construed in accordance with the laws of the State of California. I0.8 All changes or amendments to this Agreement must be in writing and approved by all parties. I0.9 The initial contract term shall commence upon execution of the contract by the City and shall be for a two (2) year period, unless terminated sooner in accordance with the contract. The City of Campbell at its sole discretion may elect to extend the contract up to three (3) consecutive one-year periods by providing written notice to Consultant not less than thirty (30) days prior to expiration of the original or extended term. The total length of the contract shall not exceed a period of five years. Annual contractual cost adjustments shall be equal to the May -to - May San Francisco -Oakland -San Jose Consumer Price Index -All Urban (CPI) in an amount not to exceed five percent (5%) but not lower than three percent (3%), annually, on July 1 of each. contract renewal. I0.10 Consultant owes the City a duty of undivided loyalty in performing the work and services under this Agreement, including, but not limited to, the obligation to refrain from having economic interests and/or participating in activities that conflict with the City's interests in respect to the work and/or services and project. The Consultant shall list current clients who may have a financial interest in the outcome of this Agreement. The Consultant hereby certifies that it does not now have, nor shall it acquire any financial or business interest that would conflict with. the performance of services under this agreement. Consultant shall not make or participate in snaking or in any way attempt to use Consultant's position to influence a governmental decision in which Consultant knows or has reason to know Consultant has a direct or indirect financial interest other than the compensation promised by this Agreement. Consultant will immediately advise the City -I1- if Consultant learns of a financial interest of Consultant's during the term of this Agreement. I0.11 City is a public agency subject to the disclosure requirements of the California Public Records Act ("CPRA"). If Consultant's proprietary information is contained in documents or information submitted to City, and Consultant claims that such information falls within one or more CPRA exemptions, Consultant must clearly mark such information "Confidential and Proprietary," and identify the specific lines containing the information. In the event of a request for such information, City will make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the City is required to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the City is required to respond to the CPRA request, City may disclose the requested information without any liability to Consultant. Consultant further agrees that it shall defend, indemnify and hold City harmless against any claim, action or litigation (including but not limited to all judgments, costs, and attorney's fees) that may result from denial by City of a CPRA request for information arising from any representation, or any action (or inaction), by the Consultant. I0.12 Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by an act of God, natural disaster, pandemic, acts of terrorism, war, or other peril, which is beyond the reasonable control of the affected party and without the negligence of the respective Parties. Each party hereto shall give notice promptly to the other of the nature and extent of any Force Majeure claimed to delay, hinder or prevent perfonnance of the services under this Agreement. Each party will, however, snake all reasonable efforts to remove or eliminate such a cause of delay or default and will, upon the cessation of the cause, diligently pursue performance of its obligations in this Agreement. In the event either party is prevented or delayed in the performance of its respective obligation by reason of such Force Majeure, there may be an equitable adjustment of the schedule and Consultant compensation based on City's sole discretion. 10.13 Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. 10.14 Consultant warrants that Consultant, its subcontractors and/or agents (if any) has/have cornplled with any and all federal, state, and local licensing requirements. 10.15 Each party acknowledges that it has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. 10.16 The signatories to this Agreement warrant and represent that each is authorized to execute this Agreement and that their respective signatures serve to legally obligate their respective representatives, agents, successors and assigns to comply with the provisions of this Agreement. -12- 10.1.7 This Agreement is entered into, and to be performed in Santa Clara County, California, and any action arising out of or related to this Agreement shall be maintained in a court of appropriate jurisdiction in Santa Clara County, California. 10.18 This Agreement may be executed in counterparts which shall, in the aggregate, be deemed an original but all of which, together, shall constitute one and the same instrument. A scanned, electronic, facsimile or other copy of a party's signature shall be accepted and valid as an original. 11. DISPUTE RESOLUTION 11.1 In the event of any dispute between the Parties related to this Agreement or this Project, the Parties agree to first negotiate in good faith toward a resolution with participation by representatives of each Party holding sufficient authority to resolve the dispute. If such dispute cannot be resolved in this manner, before any action or litigation is initiated other than as required to secure lien rights, the dispute shall be submitted to mediation using the American Arbitration Association or another mediator as mutually selected by the Parties. Such mediation shall be completed within a reasonable period of time following either Party's written demand with each Party to bear an equal share of the mediation fees and its own respective attorney and consultant fees and costs. 12. NOTICES Notices required under this Agreement may be delivered by first class mail addressed to the appropriate party at one of the following addresses: CITY: City of Campbell Attention: 1 City Engineer 70 North First Street Campbell, CA 95008 CONSULTANT: GUIDA Attention: Lisa Spivak, PLS Executive Vice President 220 Corrunerce, Suite 150 Irvine, CA 92602 [SIGNATURES ON FOLLOWING PAGE) -13- Having read and understood the foregoing Agreement, the undersigned parties agree to be bound hereby: CONSULTANT Title: Approved as to Form City Attorney CITY OF CAMPBELL Brian Loventhal Title: City Manager Exhibit A Scope of Services Consultant will perform the following services under the direction of the City Engineer and the Engineering Division: 1. Ongoing review of parcel and final maps for consistency with the City of Campbell Municipal Code and local ordinances, State of California Subdivision Map Act, Land Surveyor's Act, and acceptable engineering and surveying practices in the State of California for the preparation of parcel and final maps. 2. Review of maps for technical correctness includes review of: title reports, closure calculations, deeds, adjoiner deeds, relevant maps affecting the subdivision, existing and proposed easements, dedications to the public, locations of existing and proposed monuments, map statements, and map format. 3. Review of plats and legal descriptions in conjunction with: lot line adjustments, certificates of compliance, certificates of correction, street and easement dedications, and street and easement vacations. Said review shall include consistency with the City of Campbell Municipal Code and local ordinances, State of California Subdivision Map Act, Land Surveyor's Act and acceptable engineering and surveying practices in the State of California for the preparation of said documents. 4. Provide City with the technical assistance to execute maps and other legal instruments by providing an individual to be assigned as the City Surveyor to be under direct supervision of the City Engineer. 5. Provide City with additional land surveying services on an as needed basis, such as field surveys to establish monuments, preparation of boundary and topographic surveys, etc. The exact scope of work will be established for each task assigned. Written approval by the City Engineer will be required prior to starting any work. 6. Complete plan check reviews within ten (10) working days of receipt of documents from City staff, or as indicated in writing by the City. Provide City Surveyor signature and stamp on final maps and documents within five (5) working days of receipt. ������ENEEEN GUIDA CITY OF CAMPBELL I SURVEY AND MAPPING RATE SHEET Rates effective July 1, 2026 through June 30, 2028 HOURLY RATES Survey Principal $350.00 Senior Project Manager $315.00 Senior Project Surveyor/ Professional Land Surveyor $295.00 Field Supervisor $260.00 Project Surveyor $225.00 Senior Survey Analyst $195.00 Survey Analyst $180.00 Survey Technician $150.00 Project Coordinator $165.00 Survey Intern $115.00 Field Survey Rates by Prevailing Wage Classification* DAY BASE RATE** NIGHT BASE RATE,"* 1-Person Survey Crew $235.00 $295.00 2-Person Survey Crew $410.00 $510.00 3-Person Survey Crew $555.00 $695.00 Utility Locate Manager $290.00 $360.00 Utility Locate Technician $210.00 $260.00 *1-, 2- and 3-person survey crews are inclusive of survey vehicles, conventional and GPS survey equipment, and associated survey tools, safety equipment, etc. **The Daytime Base Rate will be charged for work beginning between 4am to 4pm Sunday through Saturday. Overtime will apply as applicable, see below. ***The Night Base Rate will be charged for work beginning between 4pm to 4am, Sunday through Saturday. Overtime will apply as applicable, see below. MINIMUM HOURLY CHARGE (PREVAILING WAGE ONL Y) Office classifications will be billed based on the hours worked with no minimum hourly charge. Field classifications will be billed on an hourly basis with a minimum of 4 and 8 hours in accordance with the International Union of Operating Engineers, Local 3. ESCALATION All rates will escalate annually beginning July 1, 2028, and will continue to escalate annually on July 1 for each year thereafter. The rates will escalate in accordance with the February to February San Francisco-Oaklan-San Jose Consumer Price Index (CPI) in an amount not to exceed 5% but no lower than 3%. OVERTIME Straight time will be billed for all work performed on -site up to 8 hours each day, Monday through Friday. Overtime will begin after 8 hours, Monday through Friday and on Saturdays. Double time will begin after 12 hours Monday through Saturday and all day on Sundays and holidays. Overtime (on -site over 8 hours Man -Fri and Sat) 1.5 times the hourly base rate Sundays and Holidays 2.0 times the hourly base rate NORTHERN CALIFORNIA LOCATIONS PLEASANTON 4695 Chabot Dr, Suite 115, Pleasanton, CA 94588 1 SAN JOSE 900 E. Hamilton Avenue, Suite 100, San Jose, CA 95008 i CENTRAL VALLEY 550 W. Alluvial Avenue, Suite 109, Fresno, CA 93711 WWW.GUIDAINC.COM Page 1 of 2 ...:: GUIDA NORTHERN CALIFORNIA I SURVEY AND MAPPING RATE SHEET Rates effective January 1, 2026 through December 31, 2026 OTHER DIRECT COSTS 1. Reimbursable costs including but not limited to delivery or messenger fees, reproduction costs, agency fees, permits, title company fees, etc., shall be billed at cost plus 15%. 2. Travel costs such as per diem, mileage, and lodging will be billed at cost. 3. Subconsultant fees shall be billed at cost plus 15%. 4. Mobile LiDAR equipment shall be billed at $1,457.00 per day. 5. UAS LiDAR equipment shall be billed at $922.00 per day. 6. Utility Locating Sled (Truck Mounted) shall be billed at $2,200.00 per day. 7. Costs related to specialty survey requirements, (i.e., traffic control, specialty equipment, etc.) will be billed at cost plus 15%. 8. Expenses for any special equipment and/or requests shall be at the approval of the client. NORTHERN CALIFORNIA LOCATIONS PLEASANTON 4695 Chabot Dr, Suite 115, Pleasanton, CA 94588 1 SAN 1OSE 900 E. Hamilton Avenue, Suite 100, San Jose, CA 95008 i CENTRAL VALLEY 550 W. Alluvial Avenue, Suite 109, Fresno, CA 93711 WWW.GUIDAINC.COM GUIDA 2026-2028 City of Campbell Rate Sheet Page 2 of 2