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14 Staff Report - Review for Private Development ProjectslVIEETING DATE:6/20/05 ITEM NO.''I .COUNCIL AGENDA REPORT DATE:JUNE 8,2005 TO: FROM: MAYORANDTOWNCOUNC~ DEBRA J.FIGONE,TOWN MANAGER SUBJECT:GEOLOGY AND GEOTECHNICAL PEER REVIEW FOR PRNATE DEVELOPMENT PROJECTS ADOPT RESOLUTION AUTHORIZING THE TOWN MANAGER TO EXECUTE A SECOND AMENDMENT TO THE PROFESSIONAL CONSULTANT SERVICES AGREEMENT WITH GEOMATRIX CONSULTANTS,INC.TO EXTEND THE CONTRACT FOR TWO MORE YEARS TO PERFORM GEOLOGY AND GEOTECHNICAL PEER REVIEW FOR PRNATE DEVELOPMENT PROJECTS RECOMMENDATION: Adopt resolution (Attachment 1)authorizing the Town Manager to execute a second amendment to the professional consultant services agreement (Exhibit A)with Geomatrix Consultants,Inc.to extend the contract for two years to perform geology and geotechnical peer review for private development projects. BACKGROUND: The Town of Los Gatos has been using consultants to assist the Town in review of environmental, architectural,geology,and arborist issues related to private development projects.These consultant contracts are reviewed each year by the appropriate Town department and staffto insure that we are satisfied with the services provided and that Town residents receive quality service. DISCUSSION: The firm of Geomatrix Consulting,Inc.was hired in October,2002 to perform geology and geotechnical peerreview services.Their contract was extended in July,2003 and will expire on June 30,2005.The work that has been performed by Geomatrix Consulting Inc.has been very helpful in processing of various private development projects in the hillsides and staff is pleased with the performance and work of this consultant. __Clerk Administrator 10:56 am JOHN E.CURTIS Director of Parks and Public Works Reviewed by:'Q'o')Assistant Town Manager ----l.,,[fI<-- Finance ~Community Development __ PREP ARED BY: Reformatted:5/30/02 N:\B&E\COUNCIL REPORTS\geomatrix.geology-geotechnical peer review.amendment to agr.wpd I ...i I I PAGE 2 MAYORANDTOWNCOUNC~ SUBJECT:GEOLOGY AND GEOTECHNICAL PEER REVIEW FOR PRIVATE DEVELOPMENT PROJECTS JUNE 8,2005 CONCLUSION: It is recommended that the Council adopt the attached Resolution authorizing the Town Manager to execute a second amendment to the Professional Services Agreement with Geomatrix Consultants Inc.for geology and geotechnical peer review for private development projects. ENVIRONMENTAL ASSESSMENT: The project is Categorically Exempt pursuant to Sections l530l©),15303(e)and 15304(b)of the State CEQA guidelines. FISCAL IMPACT: The funding for the agreements for the geology and geotechnical peer review is provided by the deposit that the Town collects from project applicants. Attachments: 1.Resolution-approving second amendment to the Professional Services Agreement (Exhibit A) 2.First Amendment to Agreement 3.Original Agreement dated October 23,2002 and Schedule of Charges RESOLUTION RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS APPROVING SECOND AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL CONSULTANT SERVICES WITH GEOMATRIX CONSULTANTS,INC. FOR GEOLOGY AND GEOTECHNICAL PEER REVIEW FOR PRIVATE DEVELOPMENT PROJECTS WHEREAS,it is necessary for the Council to secure professional consultant services to provide assistance to the Town in the implementation of tasks related to the geology and geotechnical peer review for private development projects;and WHEREAS,the Town Council has selected the firm of Geomatrix Consultants,mc. to provide professional services in connection with the geology and geotechnical peer review for private development projects;and NOW,THEREFORE,IT IS RESOLVED that the Town Council ofthe Town of Los Gatos hereby approves the attached second Amendment to the Agreement (Exhibit A)for Professional Services with Geomatrix Consultants,mc.to provide professional services in connection with the geology and geotechnical peer review for private development projects;and BE IT FURTHER RESOLVED that the Town Manager is hereby authorized and directed to execute said agreement on behalf ofthe Council. PASSED AND ADOPTED at a regular meeting of the Town Council ofthe Town of Los Gatos held on the th day of ,2005,by the following vote: COUNCIL MEMBERS: AYES: NAYS: ABSENT: ABSTAIN: SIGNED: MAYOR OF THE TOWN OF LOS GATOS LOS GATOS,CALIFORNIA ATTEST: CLERK ADMINISTRATOR OF THE TOWN OF LOS GATOS LOS GATOS,CALIFORNIA Attachment 1 I i SECOND AMENDMENT TO AGREEMENT This SECOND AMENDMENT TO AGREEMENT is entered into this __day of __ ___,,200_,by and between the Town of Los Gatos,State of Cali fomi a,herein called "Town," and Geomatrix Consultants,Inc.,herein called "[Consultant/Contractor]." RECITALS A.Town and Consultant entered into an agreement for geotechnical consultant services in October,2002 ("Agreement"),a copy of which is attached hereto as (Attachment 1)and incorporated herein by reference. 2.Town and Consultant entered into a first amendment to the agreement for geotechnical consultants services in July,2003 ("Amendment to Agreement"),a copy ofwhich is attached hereto as (Attachment 2)and incorporated by reference. AMENDMENT A.The Agreement is hereby amended to extend the agreement for a period of two years from July 1,2005 through June 30,2007. 2.The consultant is prohibited from performing any work for private clients in the Town ofLos Gatos for the period of the contract. 3.All other terms and conditions of the Agreement of October,2002 remain in full force and effect. Exhibit A AMENDMENT TO AGREEMENT iJFFICE I)F THE TOIVN-CLERK AGR 03,08 - This AMENDMENT TO AGREEMENT is entered into thisatMof ,2003, by and between the Town of Los Gatos,State of California,herein called~'Town,"and,Geornah ix Consultants,Inc.,herein called "Consultant."-__RD _ REC _ RECITALS A.Town and Consultant entered into an agreement for geotechnical consultant services in October,2002 ("Agreement"),a copy of which is attached hereto as (Attachment 2)and incorporated herein by reference. AMENDMENT 1.The Agreement is hereby amended to extend the agreement for a period of two years from July 1,2003 to June 30,2005. 2.The consultant is prohibited from performing any work for private clients in the Town ofLos Gatos for the period of the contract. 3.All other terms and conditions of the Agreement dated October,2002 remain in full force and effect. IN WITNESS WHEREOF,the Town and Consultant have executed this Amendment to the Agreement as of the date indicated on this document. Town of Los Gatos,by: Debra J.Figone,Town Manager John E.Curtis Director of Parks and Public Works Approved as to Form: ?Orry P.Korb,Town Attorney By:Geomatrix Consultants,Inc. ,Attachment 2 IN WITNESS WHEREOF,the Town and Consultant have executed this second Agreement to the Agreement as ofthe date indicated on page one (1). Town of Los Gatos,by: Debra J.Figone,Town Manager Town of Los Gatos Recommended by: John E.Curtis Director of Parks and Public Works Approved as to Form: Orry P.Korb,Town Attorney ATTEST: Marlyn Rasmussen,Clerk Administrator By:Geomatrix Consultants,Inc. (Print N arne) .:frICE OF THE TmVN CLERK AGR 04":l.tJB AGREEMENT FOR GEOTECHNICAL CONSULTANT S§RV.....;I:....:C=-=E:..:::S_"""'--_ 0RD _ THIS AGREEMENT is entered into this __day of October ,200i~-@1alId between Town of Los Gatos,State ofCalifornia,herein called "Town",and Geomatrix COIisii'f61Bts,.J-o~'jengaged Ja,.<'-/58 in providing Geology and Geotechnical consulti~g services herein called "Consultant." RECITALS A.Town is considering undertaking activities to'PROVIDE GEOLOGY AND GEOTECHNICAL SERVICES FOR TOWN OF LOS GATOS. B.Town desires to engage a Geotechnical consultant to prGvide consulting services to review, analyze,and comment on development projects;prepare geotechnical analyses and reports; conduct peer review of outside Geotechnical consultant reports,and staff public meetings beca,use of Consultant's experience and qualifications to perform the desired work. C.Consultant represents and affirms that it is qualified and willing to perform the desired work pursuant to this Agreement.. AGREEMENTS NOW,THEREFORE,THE PARTIES HERETO AGREE ASFOLLOWS: 1.Scope of Services.Consultant shall provide the Geology and Geotechnical review.services as requested by the Town. Administrative Duties 1.When needed by Town,assess the potential geotechnical impacts associated with proposed development and redevelopment projects.This shall include evaluating geotechnical reports and/or identifying mitigation measures and recommending requirements and conditions of approval.The reviews shall be based on the criteria used by Santa Clara County in their peer review process. II.When needed by Town,work on special studies or projects including but not limited to:updating the Town's geologic hazards map,preparation of geologic/geotechnical checklists for application packets,emergency response and coordination,assistance with preparation/revision of hillside design guidelines,preparation of drawings and specifications,monitoring of landslide hazards and litigation support and expert . witness testimony. m.When needed by Town,conduct field investigations,studies,and prep"are reports related to geotechnical hazards and develop recommendations for mitigation measures. N.When needed by Town,assist in the establishment and subsequent modification of Town's geotechnical-related ordinances,design guidelines,policies,and development fees';- Attachment 3 V.When needed by TowTI,attend meetings with Town staff,public officials,community leaders,developers,contractors and the general public. VI.When needed by Town,advise,support and assist Town departments,committees, commissions,and Town Council.In addition,act as a liaison between Town and Federal,State,and Regional agencies. VII.When needed by Town,attend Town Council,Planning Commission,and special study session meetings when geotecnnical issues and project applications with geotechnical considerations are being considered. VIII.As requested by Town,provide copies of draft and final draft work products of reports and studies prepared for Town.Consultant shall provide electronic file copies of these documents as needed. Other Miscellaneous Services IX.Town may occasionally have the need for other services not specifically listed in this document"that the consultant has the necessary experience and capabilities to provide.Town or Redevelopment Agencymay authorize consultant to perfonn such selected services on an as:'needed basis. 2.Time ofPerfonnance.The services of Consultant are for the period of October 14,2002 to June 30,2003.The Town will review the consultants perfonn'ance at the end ofthe contract period and will have the option ofrenewing the contract.Should Town not renew a contract, the award and authorization of the contract shall automatically expire.Town shall give Consultant at least 15 days notice,prior to the cancellation or expiration of the contract. 3.Compliance with Laws.Consultant shall comply with all applicable laws,codes,ordinances, and regulations of governing federal,state and local laws.Consultant represents and warrants to Town that it has all licenses,permits,qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to Town that Consultant shall,at its sole cost and expense, keep in effect or obtain at all times during the term ofthis Agreement any licenses,pennits, and'approvals which are legally required for Consultant to practice its profession.Consultant shall maintain a Town of Los Gatos business license pursuant to Chapter 14 of the Code of Town of Los Gatos. 4.Sole Responsibility.Consultant shall be responsible for employing or engaging all persons ,necessary to perform the services under this Agreement.' l j I I 5.Inform ati onlReport Handling.All documents furnished to Consultant by Town and all reports and supportive data prepared by Consultant under this Agreement are Town's property and shall be delivered to Town upon the completion of Consultant's services or at Town's written request.Al1.reports,infonnation,data,and exhibits prepared or assembled by Consultant in cOJIDection with the perfonnance of its services pursuant to this Agreement are confidential until released by Town to the public,and Consultant shall not make any of the these documents or infonnation available to any individual or organization not employed by consultants by Consultant or Town without the written consent of Town before such release. Town acknowledges that the reports to be prepared by Consultant pUrsuant to this Agreement are for the purpose of evaluating a defined project,and Town's use of the information contained in the reports prepared by Consultant in connection with other projects shall be solely at Town's risk,unless Consultant expressly consents to such use in writing.Town further agrees that it will not appropriate any methodology or technique of Consultant which is and has been confirmed in writing by Consultant to be a trade secret of Consultant. 6.Compensation.Compensation for Consultant's professional services shall be based upon Town authorization for each peer review.Billing for each peer review shall be based on the Consultant's Schedule of Charges (attached hereto as Exhibit "B"and incorporated by reference herein). Billing shall be accompanied by a detailed explanation of the work performed by whom at what rate and on what date.Billing invoices submitted for payment must reference Town Purchase Order Number,and if applicable,the appropriate project address and Town Application Number (e.g..).Also,plans,specifications',documents or other pertinent materials shall be submitted for Town review,even if only in partial or draft form. Payment shall be net thirty (30)days. Only one (l)purchase order number per invoice will be accepted.All invoices and statements to Town shall reference Town's purchase order number and be adaressed as follows: Invoices:Town of Los Gatos Attn:Accounts Payable P.O.Box 655 Los Gatos,CA 95030 Statements:·Town of Los Gatos Attn:Sandy Ortiz P.O.Box 655 Los Gatos,CA 95030 7.Availability ofRecords.Consultant shall maintain the records supporting this billing for not less than three (3)years following completion of the work under this Agreement.Consultant shall make these records available to authorized personnel of Town at Consultant's offices during business hours upon written request of Town. 8.Project Manager.The Project Manager for Consultant for the work under this Agreement shall be Robert Wright. 9.Assignability and Subcontracting.The services to be performed under this Agreement are unique and personal to Consultant.No portion of these services shall be assigned or subcontracted without the written consent of Town. 10.Noti ces.Any notice required to be given shall be deemed to be duly and properly given if mailed postage prepaid,and addressed to: .J I To Town: John E.Curtis Director of Parks and Public Works Town of Los Gatos P.O.Box 949 Los Gatos,CA 95030 Phone:(408-)399-5774 To Consultant: Cindy Egan Vice President Geomatrix Consultants,Inc. 2101 Webster Street -12 th Floor Oakland,CA 94612 Phone:(510)663-4100 or personally delivered to Consultant to such address or such other address as Consultant designates in writing to Town. 11.Independent Contractor.It is understood that Consultant,in the performance ofthe work and . services agreed to be performed,shall act as and be an independent contractor and not an agent or employee ofTown.As an independent contractor he/she shall not obtain any rights to retirement benefits or other benefits which accrue to Town employee(s).With prior wri tten consent,Consultant may perform some obligations under this Agreement by subcontracting, but may not delegate ultimate responsibility for performance or assign or transfer interests under this Agreement. Consultant agrees to testify in any litigation brought regarding the subject of the work to be performed under this Agreement.Consultant shall be compensated for its costs and expenses in preparing for,traveling to,and testifying in such matters at its then current hourly rates of compensation,unless such litigation is brought by Consultant or is based on allegations of Consultant's negligent performance or wrongdoing. 12.Conflict of Interest.Consultant understands that its professional responsibilities is solely to Town.Consultant has and shall not obtain any holding or interest within Town ofLos Gato~. .Consultant has no business holdings or agreements with any individual member of Staff or management of Town or its representatives nor shall it enter into any such holdings or agreements.In addition,Consultant warrants that it does not presently and shall not acquire any direct or indirect interest adverse to those of Town in the subject ofthis Agreement,and it shall immediately disassociate itself from such an interest should it discover it has done so and shall,at Town's sole discretion,divest itself of such interest.Consultant shall not knowingly and shall take reasonable steps to ensure that it does not employ aperson having such an interest in this performance of this Agreement:If after employment of a person, I Consultant discovers it has'employed a person with a direct or indirect interest that would conflict with its performance of this Agreement,Consultant shall promptly notify Town of this employment relationship,and shall,at Town's sole discretion,sever any such employment relationship. 13.Equal Employment Opportunity.Consultant warrants that it is an equal opportunity employer and shall comply with applicable regulations governing equal employment opportunity. Neither Consultant nor its subcontractors do and neither shall discriminate against persons employed or seeking employment with them on the basis of age,sex,color,race,marital status,sexual orientation,ancestry,physical or mental disability,national origin;religion,or medical condition,unless based upon a bona fide occupational qualification pursuant to the California Fair Employment &Housing Act. 14.Insurance: A.Minimum Scope of Insurance: I I l 1.Consultant agrees to have and maintain,for the duration of the contract, General Liability insurance policies insuring himlher and his/her firm to an amount not less than:one million dollars ($1,000,000)combined single limit per occurrence for bodily injury,personal injury and property damage. 1 I 11.Consultant agrees to have and maintain for the dtiration of the contract,an Automobile Liability insurance policy ensuring hinVher and his/her staffto an .amount not less than one million dollars ($1,000,000)combined single limit per accident for bodily injury and property damage. 111.Consultant shall provide to Town all certificates of insurance,with original endorsements effecting coverage.Consultant agrees that all certificates and endorsements are t6 be received and approved by Town before work commences. IV.Consultant agrees to have and maintain,for the duration of the contract, professional liability insurance in amounts not less than $1,000,000 which is sufficient to insure Consultant'for professional errors or omissions in the performance of the particular scope of work under this agreement. B.General Liability: 1.Town, its officers,officials,employees and volunteers are to be covered as insured as respects:liability arising out of activities performed by or on behalf of Consultant;products and completed operations of Consultant,premises owned Of used by Consultant.This requirement does not apply to the professional liability insurance required for professional errors and omissions. / 11.Consultant's insurance coverage shall be primary insurance.as respects Town, its officers,officials,employees and volunteers.Any insurance or self-insurances maintained by Town,its officers,officials,employees or volunteers shall be excess of Consultant's insurance and shall not contribute with it. 111.Any failure to comply with reporting provisions ofthe policies shall not affect coverage provided to Town,its officers,officials,employees or volunteers. IV.Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought,except with respect to the limits of the insurer's liability. C.All Coverages:Each insurance policy required in this item shall be endorsed to state that coverage 'Shall not be suspended,voided,canceled,reduced in coverage or in limits except after thirty (30)days'prior written notice by certified mail,return receipt requested,has been given to Town.Current certification of such insurance shall be kept on file at all times during the term of this agreement with Town Clerk. D.In addition to these policies,Consultant shall have and maintain Workers' Compensation insurance as required by California law and shall provide evidence of .such policy to Town before beginning services under this Agreement.Further, Consultant shall ensure that all subcontractors employed by Consultant provide the required Workers'Compensation insurance for their respective employees. 15.Indemnification.Consultafit shall save,keep and hold hannless inderrmiry and defend Town its officers,agent,employees and volunteers from all damages,liabilities,penalties,costs,or expenses in law or equity that may at any time arise or be set up because of damages to property or personal injury received by reason of,or in the course of performing work which may be occasioned bya willful or negligent act or omissions of Consultant,or any of Consultant's officers,employees,or agents or any sub-consultant. 16.Waiver.No failure on the part of either party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that party may have hereunder,nor does waiver of a breach or default under this Agreement constitute a continuing wai'ler of a subsequent breach of the same or any other provision of this Agreement. 17.Governing Law.This Agreement,regardless of where executed,shall be governed by and construed to the laws of the State of California.Venue for any action regarding this Agreement shall be in the Superior or Municil?al Court of the County of Santa Clara. 18.Termination of Agreement.Town and Consultant shall have·the right to terminate this agreement with or without cause by giving not less than fifteen (15)days written notice of termination.In the event of termination,Consultant shall deliver to Town all plans,files, documents,reports,performed to date by Consultant.In the event of such termination,Town shall pay Consultant an amount that bears the same ratio to the maximum contract price as the work delivered to Town bears to completed services contemplated under this Agreement pursuant to the noted Scope ofServices and Exhibit A hereto,unless such teimination is made for cause,in which event,compensation,if any,shall be adjusted in light of the particular facts and circumstances involved in such termination. 19.Amendment.No modification,waiver,mutual termination,or amendment ofthis Agreement is effective unless made i~writing and signed by Town and Consultant. 20.Disputes.In any dispute over any aspect of this Agreement,the prevailing party shall be entitled to reasonable attorney's fees,including costs of appeal. 21..Entire Agreement.This Agreement,including Exhibits A and B,constitutes the complete and exclusive statement ofthe Agreement between ToWn and Consultant.No terms,conditions, understandings or agreements purporting to modify or vary this Agreement,unless hereafter made in writing and signed by the party to be bound,shall be binding on either party. IN WITNESS WHEREOt,Town and Consultant have executed thl:i Agreement as ofthe date indicated on page one (1). Town of Los Gatos Geomatrix;Consultants,Inc. wn Manager Recommended by: ATTEST: Clerk of Town of Los Gatos, Los Gatos,California ~-~~--f!J_-1,.'Il?11.JLR{)UJ . Man .~-;;sov;,Town C~k / /0 ~~!lJ"2-. Approved as to Form: 06/08/05 WED 09:40 FAX 510 663 6355 GEOMATRIX OAKLAND I4J 002 GEOMATRIX CONSULTANTS,INC. SCHEDULE OF CHARGES Effective January 28,2005 f?QS& IiJEOMATR!X The Schedule of Charges applies to all services provided by and/or thiougb Geomatrix Consultants.The schedule ofcharges may be revised periodically,as conditions require. LABOR: Labor charges are for technical wOlk,including technical typing,editing,and graphics involved in the preparation of reports and correspondence and for the time associated with production of such documents.Direct charges are not made for secretarial service,office management,accounting,and maintenance,because these items are included in overhead.Labor category charge rates for Geomatrix Consultants,Inc.are listed below.Regional and other :factors may influence rates charged fcir certain individuals.Rates for individuals will be provided on request LABOR CATEGORY Principal Senior Consultant Senior Decision Analyst Senior II Senior I GIS ProgrammerlW eb Designer Project II Project I Field Engineer Staff II Staff I Senior Technician Field Technician CAD/Graphic Designer Project Assistant Technical Editor Support Staff HOURLVRATE $175 -300 175-300 175 -250 165 150 120 120 112 105 98 90 80 75 85 65 85 55 Time spent in travel in the interest ofthe client will be charged at hourly tates,ex~t that no more than 8 hours of travel time will be charged in any day.When it is necessary for an employee to be away from the office overnight,actual costs,or a negotiated rate,will be charged for living expenses.Employee expenses will be charged at cost plus 15%. Charges for expert witness services will be at the hourly rates shown.However,for depositions and for court appearnnces,the rate is twice the amOlmt shown.There will be a 4-hour minimum per-day charge for depositions and an 8-hour minimum per-day charge for court appearances.Special accounting services will be billed at the Support Staff rate. COMMUNICATIONS·CHARGE: Four percent (4%)of Labor charges for routine photocopying,regular mail postage,and fax/telephone/cellular phone usage. OUTSIDE SERVICES: Outside services will be charged at cost plus 15%.Common outside items include:consultants,drilling services,laboratory testing, equipment and vehicle rental,printing and photographic work,postage and shipping,conference calls,travel and transportation. REIMBURSABLES: Non-routine Photocopies Specialized Computer Applications Field equipment,vehicles,specialized reproduction $0.12/sheet $2S.00Ihour On request INVOICES: Invoices will be rendered at least monthly,either as a final or partial billing,and will be payable upon receipt.An ildditionallate payment charge of 1 1/2%per month or the maximum charge allowed by law,whichever is less,will be payable on accounts not paid within 30 days from billing date. Geornatrix Consultants is an Equal Opportunity/Affirmative Action Employer.and as such adheres to all applicable federal, state.and local laws and regulations in this regard claims and actions,losses and attorneys'fees (''Losses'')arising from Gecmatrix.'s negligence or intentional misconduct in the perfonnance of services pursuant to this Agreement,but only to the extent Geornalrix's negligence or intentional misconduct caused such Losses.Client shall,to the fullest extent permitted by law,indemnify,defend and hold harmless Geomatrix,its affiliates and their respective directors,officers,employees, agents and subcontractors from and against all Losses either (a) arising from Client's negligence or intentional misconduct or (b) 'based on,or arising out of,damages or injuries to persons or properl;y caused by,or arising out of,any hazardous and/or toxic substances present at the site. To lhe fullest extent pennitted by law and notwithstanding anything in the preceding paragraph to the contrary,the total cumulative liability of Geomatrix and its affiliates and their respective directors,officers,employees,agents,and subcontractors to Client and all third parties with respect to Services performed or to be performed pursuant to this Agreement,whether for breach of contract,wmanty,indemnity, contribution,tort,design defect,or otherwise,shall not eXceed 100%of the gross compensation actually received by Geomatrix In the event ofany dispute,action,or proceedmg between l,;UenI and Geoma1rix arising from this Agreement,the prevailing party shall be entitled to recover its reasonable attorneys'fees and expenses.Any action by Client 8gainst Geomatrix relating to services hereunder shall be brought not later than one year following the earlier of termination Or completion ofGeomatrix's services.In the event of a civil action between the Client and Geomatrix,the parties knowingly and willingly waive,to the fullest extent permitted by law,any right to a trial of such action byajury. Geomatrix and Client intend to submit disputes to alternative di.spure resolution procedures.In the event of a dispute between ' Geomatrix and Client arising in connection with this Agreement, Geomatrix and Client shall make good faith efforts to agree on an alternative dispute resolution procedure to resolve the dispute. The cost of such procedure (excluding each party's attorneys' fees and expenses)shall be divided equally among the parties to the dispute. All provisions under the heading "CONDITIONS"shall survive termination or completion ofthis Agreement.