HomeMy WebLinkAboutC-21621.
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
PARTIES AND DATE.
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This Agreement is made and entered into this p� day of () L4 h C 2005 by
and between the City of Arcadia, a municipal organization organized under the laws of the State
of California with its principal place of business at 240 West Huntington Drive, Arcadia,
California 91066 -6021 ( "City ") and WILLDAN, a California Corporation, with its principal
place of business at 13191 Crossroads Parkway North, Suite 405, Industry, CA. 91746 -3497
( "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 program management
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 Street Rehabilitation of
Santa Anita Avenue and Sunset Boulevard STP -L 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 program management/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 July 18, 2005 through
September 12, 2005, unless earlier terminated as provided herein. Consultant shall complete the
Services within the term of this Agreement, and shall meet any other established schedules and
deadlines.
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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 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 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: Chris Baca, Ross Khiabani, Jason Brown, Martin Boyd, Diane Rukavina, Jane Freij
and Virgilio Vita.
3.2.5 Cites presentative. The City hereby designates Don Penman, Assistant
City Manager /Development Services Director, or his designee, to act as its representative for the
performance of this Agreement ( "City's Representative "). City's 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.
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3.2.6 Consultant's Representative. Consultant hereby designates Chris Baca,
R.C.I., or his 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 Employees. 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. Consultant warrants that all employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to
them. 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.
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 or subcontractors.
Consultant shall also require all of its subcontractors to procure and maintain the same insurance
for the duration of the Agreement. Such insurance shall meet at least the following minimum
levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as
broad as the latest version of the following: (1) General Liability: Insurance Services Office
Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code I (any auto);
and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as
required by the State of California and Employer's Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain
limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal
injury and property damage. 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 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.
3.2.10.3 Professional Liability. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of five (5) 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
$2,000,000 annual aggregate, 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, agents and
volunteers shall be covered as additional insured with respect to the Work or 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, agents and volunteers, or if excess, shall
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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.
(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 suspended, voided, reduced
or canceled except after thirty (30) days prior written notice by mail has been given to the City,
ten (10) days if cancellation is due to nonpayment of premium; and (B) any failure to comply
with reporting or other provisions of the policies, including 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 lnsureds: 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. With the
exception of Professional Liability Insurance, 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, licensed to do business in
California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with original 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
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behalf, and shall be on forms provided by the City if requested. 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.
3.2.11 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.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, 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 Thirty -eight Thousand One - Hundred Ten Dollars and Zero Cents
($38,110.00) without written approval of City Engineer. 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 Payment 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 authorized in writing by 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 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
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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.
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 Consultan t 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: Willdan
13191 Crossroads Parkway North, Suite 405
Industry CA 91746
Attn: Chris Baca
City: City of Arcadia
240 West Huntington drive
Arcadia, CA 91066 -6021
Attn: Don Penman, Assistant City Manager /Development
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 Propert y. 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.
3.5.4 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 Attorney's Fees. If either Party commences an action against the other
Party, either legal, administrative or otherwise, arising out of or in connection with this
Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the
losing Party reasonable attorney's fees and all other costs of such action.
3.5.6 Indemnification. Consultant shall, 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
negligent 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 attorneys fees and other related costs and expenses. Provided that
such judgment, aware or decree is the result of Consultant's negligent acts, errors, or omissions,
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or other wrongdoing, 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. 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.
3.5.7 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.
3.5.8 Governing Law. This Agreement shall be governed by the laws of the
State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of
this Agreement.
3.5. 10 City's Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.12 Assignment or Transfer. Consultant 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,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.13 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.
3.5.14 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 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.
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3.5.16 No Third Partv Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 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.
3.5.18 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.
3.5.19 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 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 City's Minority
Business Enterprise program, Affirmative Action Plan or other related programs or guidelines
currently in effect or hereinafter enacted.
3.5.20 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.
3.5.21 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.
3.5.22 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.
[SIGNATURES ON NEXT PAGE]
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CITY OF ARCADIA
By: ww
William R. Kelly
City Manager
Dated:
ATTEST:
.Cit Clerk
APPROVED AS TO FORM:
Stephen P. Deitsch
City Attorney
2005
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WILLDAN
[Title]
CONCUR:
JW11 IL JL f -474S
Department Head Date
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•
EXHIBIT "A"
SCOPE OF SERVICES
Please see attached "Scope of Services" for in -depth explanation.
A -1
ATTACHMEJJ "A" PAGE 1 OF 5
• CITY OF ARCADIA
STPL FEDERAL FUNDING PROGRAM MANAGEMENT SERVICES
SCOPE OF SERVICES
The construction observation services are generally performed in accordance with the
provisions of the latest editions of the Standard Specifications for Public Works
Construction "Green Book," City of Arcadia Standard Plans, Caltrans Standard
Specifications, County of Los Angeles Field Inspection Work Book for ARHM, and the
Public Work Inspector's Manual. The fee for construction observation is based on a
contract time of 49 calendar days (35 Working Days) . The asphalt batch plant services
are based on 5 days of paving: 4 hours per day for plant inspection and 6 hours per
day for field testing.
STPL Documentation
1. Review project file to become familiar with project history.
2. During advertisement of the project, submit a copy of the as- advertised plans,
specifications, and estimates (PS &E) to Caltrans' consultant who assists DBE's
in preparing bids for subcontracting or supplying materials on all Federal
projects.
3. After the award of the project, prepare the Award Letter, Local Agency Contract
Award Checklist, and Local Programs Agreement Checklist. Attach the as-
advertised PS &E and copies of the engineer's estimate, contractor's bid, bid
analysis, and executed contract.
4. Revise the Detail Estimate, Detail Estimate Summary, and Finance Letter based
on the low bid.
5. Prepare the Report of DBE Goal and the Local Agency Bidder — DBE
(Construction Contracts) Information based on the low bid.
6. Prepare the Resident Engineer's Construction Contract Administration Checklist
to help the local agency with the administration of the Federal -aid project.
7. Submit to Caltrans (Local) Item Nos. 3 through 6 along with the Engineer's
Estimate, Contractor's Bid, Bid Analysis, Executed Contract, and the As-
Advertised PS &E.
8. Prepare one Progress Invoice and Detail Estimate based on contract progress
reports, and submit to Caltrans (Sacramento) with the City's invoice and a copy
of the contract progress report and the Award Package submitted to Caltrans
O (Local).
" WILLDAN
Serving Public Agencies
• PAGE 2 of 5
° CITY OF ARCADIA
STPL FEDERAL FUNDING PROGRAM MANAGEMENT SERVICES
9. Prepare the Federal Report of Expenditures Letter and the Report of
Expenditures Checklist.
10. Prepare the Local Agency Final Inspection Form to initiate the Caltrans job site
review and verification of completion of the project.
11. Prepare the Materials Certificate to show that the results of the tests on
acceptance samples indicate that the materials incorporated in the construction
work and construction operations controlled by sampling and testing were in
conformity with the approved plans and specifications.
12. Prepare the Final Invoice, Final Detail Estimate, Final Detail Estimate Summary,
and Change Order Summary based on the final contract progress report.
13. Submit to Caltrans (Local) Item Nos. 9 through 12 including the City's invoice,
�J Local Assistance — Federal - Final Report of Utilization of DBE, First Tier
�1 Subcontractors, DBE Certification Status Change, and a copy of the final
contract progress report and Progress Invoice Package, to initiate timely project
m closure and payment.
I 14. Include documents and submittals in a Federal Funding File and make a copy for
City.
Federal Labor Compliance
1. Prepare federal labor compliance components of project specifications in
accordance with current labor regulations and requirements.
2. If applicable, attend pre -bid conference to present general requirements of bid
preparation for the project.
3. Verify applicable wage determination ten (10) days prior to bid opening;
document verification as required. If wage determination has changed from what
appears in project specifications, provide addendum and proof of receipt by
bidders.
4. Verify eligibility of selected contractor and its subcontractors to receive contract
awards by confirming current, active license status with Contractors State
License Board and non - appearance on Federal List of Parties Excluded
(debarment list).
5. Attend preconstruction conference to present federal labor compliance
requirements to contractor and subcontractors; prepare minutes and attendance
record thereof.
WILLDAN
Serving Public Agencies
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• PAGE 3 of 5
°} CITY OF ARCADIA
STPL FEDERAL FUNDING PROGRAM MANAGEMENT SERVICES
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6. Prepare various monitoring and reporting documents as required.
7. Verify and document job -site posting of wage rate information and' labor
compliance posters.
8. Receive and review labor compliance documentation from public works
observers or inspectors and compare with contractor - submitted documents.
Monitor weekly payroll documentation on a continuous basis, including certified
payroll reports, fringe benefit statements, apprenticeship documentation, and
�J payroll deduction authorizations.
{�I 9. Follow up with contractor by telephone and certified mail regarding required
document submittals and payroll discrepancies.
10. Coordinate with City staff the withholding of progress and /or retention payments
if contractor fails to abide by labor compliance requirements.
11. Receive, pursue, and document labor complaints; recommend special action to
be taken if contractor continuously fails to comply with requests and
requirements.
12. Maintain content and format of federal labor compliance file in conformance with
applicable government requirements.
13. Coordinate project file reviews by authorized county, state, and federal agencies.
14. Submit complete federal labor compliance file to City for retention. (Note:
Federal labor compliance files are to be retained for a period of not less than
three (3) years.)
Construction Observation
1. Conduct a field investigation of the project area to become familiar with the
existing facilities and the project environment.
2. Become familiar with plans, construction schedule, construction sequence, and
permit requirements from other agencies.
3. Meet with City staff to review the scope of work and establish project schedules.
4. Attend preconstruction meeting.
5. Provide full -time construction observation of the work to monitor materials and
methods towards compliance with plans, specifications, and contract documents,
and address and document non - conforming items as they are discovered.
SWILLDAN
Public Agencies
• 0 PAGE 4 of 5
_1'R0F' CITY OF ARCADIA
STPL FEDERAL FUNDING PROGRAM MANAGEMENT SERVICES
J
6. Monitor compliance with Cal OSHA requirements and compliance with all local,
state, and federal regulations, including but not limited to, Clean Air Act and
Clean Water Act (NPDES).
7. Meet with the contractor at the beginning of each day and review proposed work
plans, including specific details that may affect progress.
8. Review actual contractor performance throughout the day and discuss
discrepancies with the contractor as they occur.
9. Coordinate activities of engineering support, surveying, and testing.
10. Coordinate contractor's fieldwork with utility companies and other agencies.
11. Attend weekly jobsite meetings and other meetings with City staff, merchants,
engineer, public relations personnel, contractor, and construction administrator,
as needed.
12. Observe construction safety and public safety and convenience, and report
discovered discrepancies to construction administrator and City.
13. Maintain copies of all permits needed to construct the project and enforce special
requirements of each.
14. Maintain detailed daily diary on construction progress showing site conditions,
weather conditions, traffic control measures taken by the construction contractor,
labor, equipment, and materials used during the day, quantity of work performed
during the day, and major incidences occurring each day.
15. Prepare weekly statement of working days, and submit to Contractor and City.
16. Prepare clear and concise letters and memorandums, as needed.
17. Maintain field file bound workbooks during construction, including a cumulative
record of quantities constructed, daily and weekly reports, working day reports,
change order documentation, photographs, and other documentation.
18. Analyze delays and review claims on a timely basis and make recommendations
to the City.
19. Review, evaluate, and discuss with the City, all requests for changes of work,
including costs involved.
A^WILLDAN
Seivoiq Puts[ c Agencies
• PAGE 5 of 5
CITY OF ARCADIA
STPL FEDERAL FUNDING PROGRAM MANAGEMENT SERVICES
20. Maintain all data for change orders, and record information with regards to the
time of dispute, time of notification by the contractor, and action taken by the
(� inspector.
Im 21. Provide complete measurements and calculations documented to administer
progress payments and make recommendations for payments.
22. Maintain and submit a clean set of plans marked in red for as -built corrections on
record drawings to be filed with the City. (Agency will be responsible to transfer
the construction observer's record drawings to original. Mylar drawings.)
23. Prepare punch list at substantial completion and follow up.
24. Recommend and schedule, with the City and applicable agencies, the final
inspection.
25. Upon project completion, provide the finished set of project workbooks to the
City.
26. Review and ensure compliance with the City's prepared Quality Assurance
M Testing Procedure (QAP).
27. Verify posting of required labor information and posters.
28. Conduct employee wage interviews at the job site at a frequency and quantity as
required by applicable regulations. (Per Caltrans' requirements, the City's field
inspection personnel will provide a list of employees or subcontractors on the
project each day.)
Asphalt Batch Plant and Field Testing Services
1. Provide asphalt plant inspection services.
2. Check binder content.
3. Check gages and verify viscosity readings.
4. Monitor reaction time.
5. Verify mix aggregate gradation with plant lab technician.
6. Check batching processing (bins, temperature, etc.)
7. Provide field testing during placement of asphalt (temperature, density).
WILLDAN
Serving Public Agencies
0
EXHIBIT "B"
SCHEDULE OF SERVICES
0
The contract time of 49 calendar days (35 working days) beginning approximately one month
after construction contract approved by Council on June 21, 2005.
Lb
EXHIBIT "C"
COMPENSATION
Willdan will provide the project management services as listed on Attachment "A" for a not -to-
exceed fee of $38,110.00. See Attachment "B" for Fee Schedule itemized breakdown.
C -1
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