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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT FOR
CIVIL /STRUCTURAL ENGINEERING DESIGN
1. PARTIES AND DATE.
This Agreement is made and entered into this �A ay of September, 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 91007 ( "City ") and MEA Forensic Engineers & Scientists Inc., a Washington
corporation with its principal place of business at 23281 Vista Grande Drive, Suite A, Laguna
Hills CA 92653 ( "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 civil /structural engineering
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 Wilderness Park Access
Road Slope Stabilization 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 civil /structural engineering 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 Tenn. The term of this Agreement shall be from August 27, 2008 to
August 27, 2009, 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 "A" 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 reasonably
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: Charles J. Gang P.E.
3.2.5 City's Representative. The City hereby designates Jason Kruckeberg,
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 Revrresentative. Consultant hereby designates Charles J.
Gang P.E., 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 reasonable 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. 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 reasonable 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 Services to be provided by the Consultant for this Project, 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 of the
Consultant 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. Such 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 Liability. 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
breaches of warranties, shall not affect coverage provided to the City, its directors, officials,
officers, employees, agents and volunteers.
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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. The Consultant shall be responsible for the
Civil /Structural adequacy of the design of the Project in the completed form. The Consultant
shall not be responsible for the means, methods and safety of the construction of the Project or
the condition of the property prior to or during construction.
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.
3.3 Fees and Payments.
3.3.1 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 Fifty Four Thousand and Eight
Hundred Dollars ($54,800.00) 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.
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3.3.2 Payment of Compensation. Consultant shall submit to City a monthly
itemized statement which indicates the applicable percentage of services completed and/or 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 be reimbursed for any
reasonable expenses incurred for the printing and or reproduction cost of the construction
documents. Consultant shall not be reimbursed for any other 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.
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
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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: Mr. Charles J. Gang PE
MEA Forensic Engineers & Scientists Inc.
23281 Vista Grande Drive, Suite A
Laguna Hills CA 92653
City: City of Arcadia
240 West Huntington Drive
Arcadia, CA 91066 -6021
Attn: Jason Kruckeberg, 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.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This
Agreement creates, for the sole use of such on this Project and property only, 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, for the sole use of such on
this Project and property only, provided that any such use not within the purposes intended by
this Agreement shall be at City's sole risk.
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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 reasonable additional acts or sign any reasonable 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
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.
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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. 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.
3.5.12 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,
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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 Party 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
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.
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3.6 Subcontracting.
3.6.1 Prior Approval Required.
the work required by this Agreement, except
approval of City. Subcontracts, if any, shall
provisions stipulated in this Agreement.
CITY OF ARCADIA
By: '3)O>'� 't 4wy -6_
Donald Penman
City Manager
Dated: 9rl9 2008
0
Consultant shall not subcontract any portion of
as expressly stated herein, without prior written
contain a provision making them subject to all
Lo
MEA Forensic Engineers & Scientists Inc.
TTEST: l'AQtNST Q��Z1 �NiO�N
Title
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ity Cle
APPROVED AS TO FORM:
� P. [��
Stephen P. Deitsch
City Attorney
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CONCUR:
ason Kruckeberg
Development Services Dir or
0
EXHIBIT "A„
SCOPE OF SERVICES
Project Name: Wilderness Park Access Road Slope Stabilization
A.) Scope and Intent
This proposal shall be based on the final signed settlement agreement between the City and the
current property owners and the attached Exhibit "AA" by the Consultant titled "Preliminary
Design" dated April 29, 2008.
The consultant shall provide;
1. ) Structural design consultation as reasonably required for the construction of a soldier
beam/tie -back retaining wall structure to be located along the eastern property line of
the said property for an approximate length of 150 feet. Structural design services to
include structural calculations and plans in a "Full Service" format through
construction documents and permitting phases of the project. The construction
documents (drawings and calculations) shall include the following basic items:
a.) Plans, details, specifications and structural calculations of the retaining structure,
including all necessary existing and new horizontal and vertical grading controls
as required to complete the permitting, bidding and construction of the proposed
scope of work; and,
b.) The completed construction documents shall include the necessary new horizontal
and vertical grading controls with detailing and specifications as required for the
construction and control of the site drainage including all reasonable interfaces as
required with the existing property improvements above the slope.
2.)Plan check submittal and processing services as reasonably required to obtain a
permit shall be included. The consultant will respond to and comply with all
reasonable requests for corrections and or additional materials as required.
3.)Bidding coordination and processing services as reasonably required to obtain a
competitive bid shall be included. The bidding phase of the work shall be governed
by and in compliance with all reasonable standards of practice as set by the City and
the project specific General Conditions. The reproduction and distribution of the bid
documents shall be responsibility of the City including the required Noticing of the
Project, completion of instructions to bidders, processing of all bid forms, the
qualifying and selection of the contractor(s) and the completion of the contracts for
construction. During the bidding process the Consultant shall respond to all
reasonable requests for information (RFI), directed to the City only, in an agreed
standardized format.
4.) Construction Administration services shall be provided as reasonably required to
facilitate the coordination of the parties involved through the completion of
construction. The Construction Administration phase of services shall be expected to
include one pre - construction meeting and a maximum of six site visits for general
observations, as defined per the 2007 edition of the California Building Code
(hereinafter refer to as CBC) during the progress of construction (see item D (2) for
"Special Inspection" requirements).
&W
0 0
B.) Additional Services
1.) The Consultant shall provide a topographic survey, by an independent licensed Land
Surveyor, as reasonably required to complete the design and permitting of the proposed
scope of services including all necessary horizontal and vertical controls to complete the
proposed scope of work. The survey services shall be provided prior to the start of the
design phase scope of services to be provided and shall not include pre - construction
staking or any field services during construction.
2.) The Consultant shall provide a preliminary cost estimate to include a basic breakdown of
the estimated construction quantities and cost prior to the completion of the permitting
phase of the services to be provided. This preliminary bid shall be provided for the
general purpose of reviewing the reasonably expected cost of construction prior to actual
contractor bidding and as such this estimate will not imply any required performance
guidelines or contractual obligations.
C.) Special Condition
1.) The City, at their expense, shall provide an approved written "Soils Report" to be
completed by Irvine Geotechnical, Inc. (IG). Following IG's completions of the
necessary geologic and soils engineering exploration on the subject property, the Soil
Report shall provide all required design parameters and recommendations necessary for
the design and construction of the proposed slope retaining structure. The Soil Report
shall be completed prior to the start of the Structural Design services by the Consultant.
2.) As required per section 1704 of the CBC, in compliance with the structural design code
requirements per the CBC, the City shall employ by direct contract one or more special
inspectors as required to provide the necessary "Special Inspection" during construction
for the soils excavations, soldier pile installations and the tieback anchorage systems.
The Consultant shall be responsible for the review and general approval of all testing
reports, to verify completion and general compliance, of the required inspections.
A -2
F-
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Exhibit "B"
SCHEDULE OF SERVICES
See "Exhibits A and C" attached
C�
Exhibit "C"
COMPENSATION
Phase/Type of
Hourly Estimate
Comments and Description for Services &
Fees
Services
MEA Services
Additional Lump Sum Subcontractor Fees
Preliminary �t 24*
[�.:n i? T
= f�
p � ��� 4. aM1 g.
MEA hopurly`services d
it -.4P x. 2V m [ j
f
$48�0yy0 00
#J L"�
Design
Design ** (add sub fee)
Enaineerinx Fee
Construction 60*
MEA hourly services
$10, 000.00 ** lump sum fee for subcontracted
structural design services by S &$E
,%KW,ervices
NIQ
l Flh
MEA hourly services
7000.00
* *10,000.00
12,000.00
Construction 5* MEA hourly services 1000.00
Valuation ** (add subfee) $3000.00 ** not to exceed estimated hourlyfee * *3000.00
Totals 199 hrs. (hourly Estimated subtotal of subcontractor fees $54,800.00
fees) (lump sum fees) TOTAL FEE
$39,800.00 +$15,000.00
Notes:
1.) * Indicates hourly estimate by MEA (hourly average rate of $200.00 /hr.)
2.) ** Denotes lump sum or estimated not to exceed hourly services fee by subcontractor
3.) S &BE Sowards and Brown Engineering (Structural Engineering subcontractor)
4.) PWC Pacific West Co. / Robert Perkins, Contractor (Cost estimating subcontractor)
5.) RLA Ray Lombera and Associates, Licensed Surveyor (Surveying subcontractor)
C -1