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ORIGINAL
CITY OF ARCADIA 1 100 -8C�
PROFESSIONAL SERVICES AGREEMENT FOR
THE DESIGN AND CONSTRUCTION SUPPORT OF THE LONGLEY WELL NO.3 C, a Lj o (
AND CAMINO REAL WELL NO.3
1. PARTIES AND DATE.
This Agreement is made and entered into this day of 2008 by
and between the City of Arcadia, a charter city organized under the Constitution and laws of the
State of California with its principal place of business at 240 West Huntington Drive, Arcadia,
California 91066 -6021 ('City ") and Civiltec Engineering, a California Corporation with its
principal place of business at 118 West Lime Ave., Monrovia, CA 91016 ('Consultant'). City
and Consultant are sometimes individually referred to as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain
professional services required by the City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in providing Engineering Design and
Construction Support services to public clients, is licensed in the State of California, and is
familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the Design and
Construction Support of the Longley Well No. 3 and Camino Real Well No. 3 project
( "Project') as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to
the City all labor, materials, tools, equipment, services, and incidental and customary work
necessary to fully and adequately supply the professional engineering and construction
support consulting services necessary for the Project ('Services "). The Services are more
particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All
Services shall be subject to, and performed in accordance with, this Agreement, the exhibits
attached hereto and incorporated herein by reference, and all applicable local, state and federal
laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from Date of Execution to
December 31, 2009, unless earlier terminated as provided herein. Consultant shall complete the
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Services within the term of this Agreement, and shall meet any other established schedules and
deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor, The
Services shall be performed by Consultant or under its supervision. Consultant will determine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be under
Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other
amounts due such personnel in connection with their performance of Services under this
Agreement and as required by law. Consultant shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform the
Services in conformance with such conditions. In order to facilitate Consultant's conformance
with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon
request of City, Consultant shall provide a more detailed schedule of anticipated performance to
meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the prior written approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavailable, Consultant may substitute other personnel of
at least equal competence upon prior written approval of City. In the event that City and
Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate
this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the
Services in a manner acceptable to the City, or who are determined by the City to be
uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a
threat to the safety of persons or property, shall be promptly removed from the Project by the
Consultant at the request of the City. The key personnel for performance of this Agreement are
as follows: David Byrum, Principal Engineer
3.2.5 City's Representative. The City hereby designates Pat Malloy, Assistant
City Manager/Public Works Services Director, or his or her designee, to act as its
representative for the performance of this Agreement ( "City's Representative "). City's
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Representative shall have the power to act on behalf of the City for all purposes under this
Contract. Consultant shall not accept direction or orders from any person other than the City's
Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates David
Byrum, Principal Engineer, or his or her designee, to act as its representative for the
performance of this Agreement ( "Consultant's Representative "). Consultant's Representative
shall have full authority to represent and act on behalf of the Consultant for all purposes under
this Agreement. The Consultant's Representative shall supervise and direct the Services, using
his best skill and attention, and shall be responsible for all means, methods, techniques,
sequences and procedures and for the satisfactory coordination of all portions of the Services
under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City
staff in the performance of Services and shall be available to City's staff, consultants and other
staff at all reasonable times.
3.2.8 Standard of Care, Performance of Employ. Consultant shall perform
all Services under this Agreement in a skillful and competent manner, consistent with the
standards generally recognized as being employed by professionals in the same discipline in the
State of California. Consultant represents and maintains that it is skilled in the professional
calling necessary to perform the Services. Finally, Consultant represents that it, its employees
and subcontractors have all licenses, permits, qualifications and approvals of whatever nature
that are legally required to perform the Services, including a City Business License, and that
such licenses and approvals shall be maintained throughout the term of this Agreement. As
provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its
own cost and expense and without reimbursement from the City, any services necessary to
correct errors or omissions which are caused by the Consultant's failure to comply with the
standard of care provided for herein. Any employee of the Consultant or its sub - consultants who
is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely
completion of the Project, a threat to the safety of persons or property, or any employee who fails
or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed
from the Project by the Consultant and shall not be re- employed to perform any of the Services
or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and
in compliance with all local, state and federal laws, rules and regulations in any manner affecting
the performance of the Project or the Services, including all Cal /OSHA requirements, and shall
give all notices required by law. Consultant shall be liable for all violations of such laws and
regulations in connection with Services. If the Consultant performs any work knowing it to be
contrary to such laws, rules and regulations and without giving written notice to the City,
Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend,
indemnify and hold City, its officials, directors, officers, employees and agents free and
harmless, pursuant to the indemnification provisions of this Agreement, from any claim or
liability arising out of any failure or alleged failure to comply with such laws, rules or
regulations.
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3.2. 10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence
Work under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this section. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory
to the City that the subcontractor has secured all insurance required under this section; provided,
however, that in lieu thereof, the Consultant may provide evidence to the City that all
subcontractors are additional insureds under the Consultant's policies of insurance.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense,
procure and maintain for the duration of the Agreement insurance against claims for injuries to
persons or damages to property which may arise from or in connection with the performance of
the Agreement by the Consultant, its agents, representatives. employees, subcontractors and
volunteers. Consultant shall also name and obtain insurer's consent to naming City, its directors,
officials, officers, employees, agents and volunteers as an additional insured with proof of
certificate of insurance that they are an additional insured. Stich insurance shall meet at least the
following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be when
commercially available (occurrence based) at least as broad as the latest version of the following:
(1) General Liability: Insurance Services Office Commercial General Liability coverage for
premises and operations, contractual liability, personal injury, bodily injury, independent
contractors, broadform property damage, explosion, collapse, and underground, products and
completed operations (2) Automobile Liability: Insurance Services Office Business Auto
coverage for any auto owned, leased, hired, and borrowed by Consultant or for which
Consultant is responsible; and (3) Workers' Compensation and Employer's Liability: Workers'
Compensation insurance as required by the State of California and Employer's Liability
Insurance.
The City, its directors, officials, officers, employees, agents and volunteers shall be
listed as additional insured. Any deductibles or self - insured retentions must be declared to and
approved by City and conform to the requirements provided in Section 3.2.10.6 herein.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: $1,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage, with an aggregate limit of $1,000,000. If
Commercial General Liability Insurance or other form with general aggregate limit is used,
either the general aggregate limit shall apply separately to this Agreement/location or the general
aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000
combined single limit per accident for bodily injury and property damage; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor
Code of the State of California. Employer's Liability limits of $1,000,000 per accident for
bodily injury or disease.
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3.2.10.3 Professional Liabilitv. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of three (3) years
following completion of the Project, errors and omissions liability insurance appropriate to their
profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall
be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be
endorsed to state that: (1) the City, its directors, officials, officers, employees and volunteers
shall be covered as additional insured with respect to liability arising out of Services
operations and for completed operations performed by or on behalf of the Consultant, including
materials, parts or equipment furnished in connection with such work; and (2) the insurance
coverage shall be primary insurance as respects the City, its directors, officials, officers,
employees and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of
the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by
the City, its directors, officials, officers, employees and volunteers shall be excess of the
Consultant's insurance and shall not be called upon to contribute with it in any way.
(B) Automobile Liability. The automobile liability policy shall
be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be
primary insurance as respects the City, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's
scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its
directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or canceled except
after thirty (30) days prior written notice by certified mail, return receipt requested of
cancellation, of intended non - renewal or endorsement reduction in limit or scope of coverage;
provided, however, that in the event of cancellation due solely to non - payment of premium, ten
(10) days notice of cancellation for non - payment of premium may instead be given to the City.;
and (B) any failure to comply with reporting or other provisions of the policies, including
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breaches of warranties, shall not affect coverage provided to the City, its directors, officials,
officers, employees, agents and volunteers.
3.2.10.5 Separation of Insureds; No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions. In
addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self- insured retentions must be declared to and approved by the City. Consultant
shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate
such deductibles or self - insured retentions as respects the City, its directors, officials, officers,
employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, admitted or approved to do
business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and endorsements
effecting coverage required by this Agreement on forms satisfactory to the City. The certificates
and endorsements for each insurance policy shall be signed by a person authorized by that
insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested.
Copies of all certificates and endorsements must be received and approved by the City before
work commences. The City reserves the right to require complete, certified copies of all
required insurance policies, at any time.
3.2.10.9 Safety. Consultant shall execute and maintain its work so
as to avoid injury or damage to any person or property. In carrying out its Services, the
Consultant shall at all times be in compliance with all applicable local, state and federal laws,
rules and regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life saving equipment and procedures; (B) instructions in accident
prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall
protection ladders, bridges, gang planks, confined space procedures, trenching and shoring,
equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully
required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a
material element of this Agreement and failure to maintain or renew coverage or to provide
evidence of renewal may be treated by the City as a material breach of the Agreement.
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3.3 Fees and Payments.
3.33 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services rendered
under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein
by reference. The total compensation shall not exceed THREE HUNDRED AND SIXTY
THOUSAND ONE HUNDRED AND EIGHTY DOLLARS AND NO CENTS
($360, 180.00) without written approval of the City Manager. Extra Work may be authorized, as
described below, and if authorized, will be compensated at the rates and manner set forth in this
Agreement.
3.3.2 )moment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates work completed and hours of Services rendered by
Consultant. The statement shall describe the amount of Services and supplies provided since the
initial commencement date, or since the start of the subsequent billing periods, as appropriate,
through the date of the statement. City shall, within forty -five (45) days of receiving such
statement. review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any
expenses unless prior written authorization is obtained from the City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which is determined by City to be necessary for the proper completion of the Project, but which
the parties did not reasonably anticipate would be necessary at the execution of this Agreement.
Consultant shall not perform, nor be compensated for, Extra Work without prior written
authorization from City's Representative.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All such
records shall be clearly identifiable. Consultant shall allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of such records and any
other documents created pursuant to this Agreement. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
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3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination, and specifying the effective date thereof,
at least seven (7) days before the effective date of such termination. Upon termination,
Consultant shall be compensated only for those services which have been adequately rendered to
City, and Consultant shall be entitled to no further compensation. Consultant may not terminate
this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided
herein, City may require Consultant to provide all finished or unfinished Documents and Data
and other information of any kind prepared by Consultant in connection with the performance of
Services under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, City may procure, upon such terms and in such manner as it
may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Consultant: Civiltec Engineering
Attn: David Byrum
118 West Lime Ave.
Monrovia, CA 91016
City:
City of Arcadia
240 West Huntington drive
Arcadia. CA 91066 -6021
Attn: Pat Malloy
Assistant City Manager /Public Works Services Director
Such notice shall be deemed made when personally delivered or when mailed.. forty -eight
(48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at
its applicable address. Actual notice shall be deemed adequate notice on the date actual notice
occurred, regardless of the method of service.
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3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This
Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in
any tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Consultant under this Agreement ( "Documents & Data'). Consultant shall require
all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license
for any Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all Documents &
Data. Consultant makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Consultant or provided to Consultant by
the City. City shall not be limited in any way in its use of the Documents and Data at any time,
provided that any such use not within the purposes intended by this Agreement shall be at City's
sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the Services or the Project. Nothing
furnished to Consultant which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5A Cooperation; Further Acts, The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Indemnification.
3.5.5.1 To the fullest extent permitted by law, Consultant shall
defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free
and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss,
damage or injury, in law or equity, to property or persons, including wrongful death, in any
manner arising out of or incident to any alleged acts, omissions or willful misconduct of
Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or
in connection with the performance of the Services, the Project or this Agreement, including
without limitation the payment of all consequential damages and attorney's fees and other related
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costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are
subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required
by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence,
recklessness, or willful misconduct of the Consultant. Consultant shall defend with Legal
Counsel of City's choosing, at Consultant's own cost, expense and risk, any and all such
aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted
against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall
pay and satisfy any judgment, award or decree that may be rendered against City or its directors,
officials, officers, employees, agents or volunteers, in any such suit, action or other legal
proceeding arising from Consultant's performance of the Services, the Project or this Agreement;
except to the extent that liability is caused by any negligence or willful misconduct by the City or
its directors, officials, officers, employees, agents or volunteers. Consultant shall reimburse City
and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal
expenses and costs incurred by each of them in connection therewith or in enforcing the
indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its directors, officials, officers, employees,
agents or volunteers and shall take effect immediately upon execution of this Agreement.
3.5.5.2 The duty to defend and to hold harmless, as set forth above,
shall include the duty to defend as established by Section 2778 of the California Civil Code, and
the duty to defend shall arise upon the making of any claim or demand against the City, its
respective officials, officers, agents, employees and representatives, notwithstanding that no
adjudication of the underlying facts has occurred, and whether or not Consultant has been named
in the claim or lawsuit.
3.5.6 Entire Agreement. This Agreement contains the entire Agreement of the
Parties with respect to the subject matter hereof, and supersedes all prior negotiations,
understandings or agreements. This Agreement may only be modified by a writing signed by
both Parties.
3.5.7 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.5.8 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5.9 City's Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 Assignment or Transfer. ConSLdtant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
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hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.12 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, days or period for performance shall be deemed calendar days and not
work days. All references to Consultant include all personnel, employees, agents, and
subcontractors of Consultant, except as otherwise specified in this Agreement. All references to
City include its elected officials, officers, employees, agents, and volunteers except as otherwise
specified in this Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or intent of this Agreement.
3.5.13 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third Partv Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.16 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect.
3.5.17 Prohibited Interests. Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of this warranty, City shall have the right to rescind this Agreement without liability.
For the term of this Agreement, no member, officer or employee of City, during the term of his
or her service with City, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
3.5.18 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex, sexual orientation or age. Such non - discrimination shall include, but not be limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Consultant shall also comply with all relevant provisions of
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City's Minority Business Enterprise program, Affirmative Action Plan or other related programs
or guidelines currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self -
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.20 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
3.5.21 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
CITY OF ARCADIA CIVILTEC ENGINEERING
By:
Donald Penman
City Manager
Dated: 10/53 2008
ATTEST:
N441A
City Clerk
APPROVED AS TO FORM:
Steph P. Deitsch
City Attorney
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[Signature]
[Print Name]
Title
CONCUR:
Pat Malloy I '
Assistant City Manager,
Public Works Services Director
EXHIBIT "A"
SCOPE OF SERVICES
Phase 1 WELL DESIGN
Task 1.1 Preliminary Investigation
This task includes background information collection; site survey; and conceptual design of the
well and wellhead equipment, building, and appurtenances; preparation of Permitting Work Plan
and permit applications. (CEQA documentation has been completed by the City). Specific work
items are as follows:
1.1.1 Obtain all available background information regarding the site, including well togs, pump
tests, water quality data and Southern California Edison (SCE) Test Reports for any and
all existing wells (including other water purveyors and monitoring wells) in the
immediate area.
1.1.2 Conduct a site survey referenced to the City's GIS coordinate system. A 6" Pixel
Orthophoto and digital parcel map are available from the City. Prepare a topographical
map at 1 -foot contour accuracy, including:
• Existing Reservoir and other Surface Improvements
• Underground Utilities In and Near the site
• Overhead Power and Telephone Lines
• Ingress- Egress
• Existing Inlet- Outlet Pipelines
• Boundary Location Data
1.1.3 Prepare conceptual site plans of the well and wellhead configuration, showing facility
locations and layout, including major appurtenances. Submit six copies of a preliminary
design memo summarizing the findings of the evaluation. The drawings shall include all
right -of -ways, existing infrastructure and proposed construction. All drawings will be
prepared using AutoCAD, Release 2008 or higher.
1.1.4 Determine permit, approval, and coordination requirements for the entire project.
Prepare a workplan that outlines realistic schedules for applications, reviews and
approvals of each required permit and approval. Submit workplan for approval.
Designate responsibilities of Engineer and Contractor in each application process. All
permit and inspection fees shall be the responsibility of the Engineer unless clearly
specified to be the Contractor's responsibility.
Permitting agencies may include, but are not limited to:
• California Department of Health Services
• Los Angeles County Health Department
• Los Angeles County Department of Public Works
• Los Angeles County Building Department
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• Los Angeles County Fire Department
• California Regional Water Quality Control Board -Los Angeles Region
• Raymond Basin Groundwater Management Board ( Watermaster)
• Main San Gabriel Basin Watermaster
1.1.5 Prepare and submit NPDES and other permit applications as early in the design process
as possible so as to have each required permit approved as needed to maintain the
schedule for completing the work within the time allotted.
Task 1.2 Hydro - geologic Assessment
1.2.1 Utilize the information obtained in Task 1 to estimate the depth to water bearing
sediments, the local groundwater level and the zone(s) from which nearby wells extract
groundwater.
1.2.2 Utilize the SCE test information and aquifer coefficients (e.g. specific capacity and
transmissivity values) to estimate the area of influence of the existing wells to determine
if there may be possible interference effects with the proposed well.
1.2.3 Perform a hydrogeologic assessment of the site conditions to determine design
parameters of the proposed well. Recommend well design parameters for the new well
including, but not limited to:
• Drilling depth
• Diameters of the bore and casing
• Depth of the principal water bearing sediments
• Length and type of the well screen
• Groundwater level
• Well yield
• Estimated pumping yield
• Remediation of possible contaminants in upper aquifer (nitrates)
1.2.4 Assess the local groundwater quality by using water test results from nearby wells. The
City will provide the record data for City wells.
1.2.5 Compare the water quality information collected with the State's Drinking Water
Standards and comment on any significant aspects of the local groundwater quality.
1.2.6 Prepare a technical memorandum and provide six copies summarizing the results of the
hydrogeologic assessment.
Task 1.3 Water Well and Wellhead Equipping Design
Design of the Well Construction shall include all design work required for the drilling, casing
installation, development, and pump testing of both wells. Example drawings and specifications
will be provided. Design shall be in accordance with the City of Arcadia Standards Plans and
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Specifications. Consultant shall prepare Design Drawings and Contract Documents, including
Technical Specifications and Bid Schedule, as well as an Engineer's Estimate and proposed
schedule for the work.
The Well Equipping design should assume that the well will be plumbed and valved to discharge
directly to the pressure zone 4, water distribution system at Longley facility and to an on -site
reservoir at Camino Real facility. The well equipping design shall be scheduled so as to provide
a smooth flow of work from the completion of the well construction to the start of construction
of the well equipping facility. This task includes design work required for the well pump, piping,
disinfection system (hypochlorite delivery service), and miscellaneous equipment.
1.3.1 The drawings and specifications shall address the following:
1.3.1.1 Well Construction
1. Mobilization, demobilization, and cleanup.
2. Types of drilling methods allowed.
3. Equipment, materials, and records to be furnished by the Contractor.
4. Permits to be acquired by the contractor.
5. Compliance with NPDES requirements.
6. Job conditions (e.g., noise suppression, drilling waste, runoff management, power,
lighting, water, site materials, and work damage).
7. Well drilling construction:
a. Alignment, plumbness, integrity, and drilling speed.
b. Conductor casing.
C. Pilot bore.
d. E- logging.
e. Aquifer zone pumping and chemical analysis.
f Final bore.
g. Well casing and well screen.
h. Gravel access and sampling tubes.
i. Gravel envelope.
8. Well development.
9. Well pumping and recovery tests.
10. Well disinfection.
11. Video camera survey.
1.3.1.2 Wellhead Equipping
I. A well pump station including necessary earthwork, discharge piping and
appurtenances, flow meter, SCADA equipment, motor control panel and a
removable building suitable for the surrounding area for housing the mechanical,
electrical, controls and disinfection equipment.
2. Disinfection facility (sodium hypochlorite delivery and storage equipment)
including injection and chlorine analyzer equipment.
3. Landscape Plan including irrigation system emphasizing use of native vegetation
and water conservation.
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13.2 The City will require the following submittals leading to final approval of the design
documents by the City:
1. 60% Design Review: Submit partially complete drawings and specifications
addressing the City's review of the Hydrogeologic Assessment Technical
Memorandum (Task 1.2.6), a narrative of progress addressing design issues,
problems and design completion schedule. Meet with the City when submitted to
discuss progress and project issues.
2. 90% Design Review: Submit complete drawings reflecting 60% design review
corrections for final approval from City. Final specifications and an estimate of
construction costs shall be submitted for review. Meet with the City when
submitted to expedite approval.
3. Final Approval Review: Submit final Mylar drawings, final specifications and a
final construction cost estimate for approval and signature by the City. Provide
original signed mylars to the City for bidding purposes.
4. Prepare the final Contract Documents using Microsoft Word for Windows. The
documents will include the City's Standard Bid Documents, General and Special
Provisions, Technical Specifications and all forms necessary to solicit bids from
Contractors. The bidding proposal shall be detailed and itemized outlining the
multiple facets of the construction proposed.
The Consultant is to provide the City with original signed mylars, drawing disk, original signed
specification in hard copy and on disk for the City's use. The Consultant shall provide the City
with thirty sets of the plans and specifications for placing the project out to bid.
Task 1.4 Project Coordination
Project coordination will include a kick -off meeting with the City's staff and regular project
status meetings complimenting the cited review meetings. During active periods of the work
meetings may be scheduled weekly and at a minimum will be scheduled monthly. Project
budget reports and project schedules for assigned tasks and related construction work shall be
updated monthly and presented at these meetings.
PHASE 2. CONSTRUCTION SUPPORT SERVICES FOR WELL CONSTRUCTION
Task 2.1 Field Hydrogeology Services
This task will provide construction support services for the construction, development, and pump
testing of the well. Specific work items are as follows:
2.1.1 Attend one pre - construction meeting to clarify information contained in the technical
specifications.
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2.1.2 Review shop drawings and other submittals as required
2.1.3 Provide full -time inspection during equipment delivery to the site to ensure that
equipment meets specifications and is adequate for the work.
2.1.4 Provide full -time inspection and logging during conductor casing installation, drilling
operations, e- logging, zone testing, well casing and well screen installation, sand pack
installation, well development, well pump testing (step test, 24 -hour constant rate test,
and recovery), well video log, and well alignment tests. A certified hydrogeologist shall
be on site during 3- logging, video log, and well alignment tests.
2.1.5 Collect independent formation samples for grain size analysis for well screen size
selection.
2.1.6 Provide recommendations for zones to be tested.
2.1.7 Provide recommendations for final well design including well screen slot size and
screened intervals and gravel pack grain size distribution.
2.1.8 Witness all well test pumping, well development, disinfection and discharge operation to
assure compliance to all pertinent regulations.
Task 2.2 Post - Construction Documentation
This task includes the well report and the documentation required for the various well permits
and approvals.
2.2.1 Prepare and submit 6 copies of a report documenting drilling, construction, and testing
activities, as -built well conditions, and pump test results. Analyze data from well
efficiency and constant discharge tests to evaluate the sustainable pumping rates. Provide
recommendations on well pump size, setting, and production rate.
2.2.2 Prepare a Source Water Assessment for the proposed well site. Obtain TurboSWAP
software from the California Department of Health Services (DHS). Delineate
groundwater protection zones for the well site and prepare a map showing the zones.
Inventory possible contaminating activities (PCAs) in the protection zones. Identify
obvious, actual and potential sources of environmental concern associated with sites that
could potentially impair the quality of the groundwater within the subject area(s). Obtain
site specific listings from state and federal agencies and contact local regulatory agencies
to determine if documented information is available concerning environmental conditions
associated with the study area. Report on any potentially hazardous material (e.g.,
proximity to gasoline lines and stations) or environmental conditions near the sites that
could negatively influence the water quality of the well. Determine the status of any
reported sites of hazardous materials spills or leaks through oversight agency file search
and /or interviews. Generate vulnerability ranking list for the identified PCAs and prepare
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a report summarizing the results of the assessment following DHS guidance. Provide six
copies of the report and an electronic copy.
Task 2.3 Project Coordination
Project coordination will include a pre - construction meeting with the Contractor and City's staff
and regular project status meetings. During active periods of the work, meetings will be
scheduled weekly and at a minimum will be scheduled monthly. Project budget reports and
project schedules for assigned tasks and related construction work shall be updated monthly and
presented at these meetings.
PHASE 3. CONSTRUCTION SUPPORT SERVICES FOR WELL EQUIPPING
Task 3.1. Well Equipping Construction Support Services
This task will provide construction support services for the construction of the well pump and
other water facilities and miscellaneous equipment. Specific work items are as follows:
3.1.1 Provide assistance during bidding to answer technical questions on the plans and
specifications, review and make bid recommendations to the City.
3.1.2 Provide shop drawing review of manufacturer's submittal for pump, well building,
disinfection equipment, etc.
3.1.3 Provide change order review, attend up to ten (10) meetings with the City to discuss
change orders, construction problems and provide review of construction problems.
3.1.4 - Assist in final inspection, and provide well pump start-up and testing.
3.1.5 Prepare final record as -built drawings.
11.6 Prepare Operation and Maintenance Manuals, including an introduction, which will
briefly define the system operations and controls.
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Task 3.2 Project Coordination
Project coordination will include regular project status meetings to compliment review meetings
and meetings under other assigned phases of the project. During active periods of the work
meetings will be scheduled weekly and at a minimum will be scheduled monthly. Project budget
reports and project schedules for assigned tasks and related construction work shall be updated
monthly and presented at these meetings.
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Exhibit "B"
SCHEDULE OF SERVICES
All work shall be completed in accordance with the following schedule:
Technical Specifications
Well Design:
Well Installation Complete:
Well Head Design Complete:
Well Head Construction Complete:
IN
Nov. 5, 2008
Nov. 28, 2008
Apr. 3, 2009
April 6, 2009
October 30, 2009
Exhibit "C"
COMPENSATION
Compensation shall be based on time and materials spent in accordance with the following tasks,
not to exceed the total compensation listed:
Well Design - $164,880.00
Well Construction Support Services - $165,020.00
Well Equipping Support Services - $ 30.280.00
Total Compensation $360,180.00
The total compensation shall not exceed the total listed without written authorization in
accordance with Section 3.3.4 of this agreement.
Extra Work shall be compensated in accordance with the following schedule
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