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HomeMy WebLinkAboutC-2083COPY CITY OF ARCADIA c CD o � 3 PROFESSIONAL SERVICES AGREEMENT 1100, 8C) 1. PARTIES AND PATE. This Agreement is made and entered into this ehday of r1� , 2004 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 URS Corporation, a Nevada Corporation, doing business as URS Corporation Americas with its principal place of business at 2020 E. First Street, Santa Ana, CA 92705 ( "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 professional Geological 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 Slope Stability Evaluation at Upper Canyon Reservoir and Geotechnical on -call services ( "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 Geological 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 June 30, 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. 3.2 Responsibilities of Consultant. 3.2.1 Control and Pavment 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 Goetz, Senior Engineering Geologist. PA 3.2.5 City's Representative. The City hereby designates Pat Malloy, 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 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 Chris Goetz, Senior Engineering Geologist, 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 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. 3 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 1 (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 shall be endorsed to include contractual liability for losses arising from Consultant's negligence. 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: 4 (A) General Liabilitv. 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 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 Emplovers Liabilitv 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 or canceled except after thirty (30) days prior written notice by mail has been 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. 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 agree 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. 5 3.2.10.7 Accentability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, authorized 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 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 in the event of a claim arising from Consultant's services. 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 TWENTY EIGHT THOUSAND DOLLARS AND NO CENTS ($28,000.00) without written approval of City's Public Works Services Director. 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 Pavment 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 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 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: City: URS Corporation 2020 East First Street, Suite 400 Santa Ana, CA 92705 Attn: Chris Goetz, Senior Engineering Geologist City of Arcadia 240 West Huntington drive Arcadia, CA 91066 -6021 Attn: Pat Malloy, 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. 3.5.3 Ownership of Materials and Confidentialitv. 3.5.3.1 Documents & Data: Licensine 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. 11.1 0 0 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 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 negligent acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors to the extent arising out of or caused by the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and reasonable attorneys fees and other related costs and expenses. Consultant shall defend, 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. 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. 3.5.16 No Third Party 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. 10 0 0 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. CITY OF ARCADIA URS CORPORATION By: W"'__1 By: William R. Kelly, City Manager Dated: f 44 2004 City Clerk V APPROVED AS TO FORM' P. )N e Step neh P. Deitsch City Attorney V� -e,.e Title C % % O� Department Hp d Date 11 11 EXHIBIT "A" SCOPE OF SERVICES Consultant shall provide the following services: C SLOPE STABILITY EVALUATION AT UPPER CANYON RESERVOIR URS has conducted an initial field reconnaissance of the slope that may be affecting a private residence in the City on April 8, 2004. URS will conduct geologic mapping of the slope, review pertinent published and unpublished literature and information regarding the geologic conditions of the site URS will also review historic aerial photographs of the site to document if any measurable slope retreat is apparent. Subsurface exploration and laboratory testing will not be performed in connection with this scope of work. Accordingly, our evaluation will represent our judgment, based upon the level of effort described in this proposal Deliverable: URS will prepare a letter report to the City summarizing the findings of the field reconnaissance and document review regarding the suspected slope stability concerns at the Upper Canyon Reservoir. If the findings of the investigation suggest the occurrence of slope instability, the report will recommend alternative preliminary mitigation measures for the City's consideration. GEOTECHNICAL ON -CALL SERVICES Based on discussions, we understand that the initial task under this contract will be an evaluation of the rock fall hazard area along the entrance drive to Wilderness Park. URS met with you and joined you in an initial field reconnaissance of the slope above the entrance to Wilderness Park on April 8. In addition we will review pertinent published and unpublished literature, maps, aerial photographs and other information regarding the geologic conditions of the site. Deliverable: URS will prepare a letter report to the City summarizing the findings of the field reconnaissance and document review regarding the potential slope stability hazards at the entrance to Wilderness Park. In addition, the letter report will provide initial recommendations for mitigation of identified or potential slope stability hazards. The letter report will also describe recommended additional studies as needed to further define identified slope stability hazards and identify additional mitigation measures. A -1 0 0 EXHIBIT "B" SCHEDULE OF SERVICES NOT APPLICABLE i EXHIBIT "C" COMPENSATION SEE ATTACHED NOT TO EXCEED $28,000.00 G1 LOS ANGELES AREA OFFICES 2004 SCHEDULE OF FEES AND CHARGES The following describes the basis for compensation for services performed during the fiscal year 2004. PERSONNEL CHARGES The charge for all time required in the performance of the Scope of Services, including office, field and travel time, will be at the Unit Price Hourly Rates set forth below for the labor Classification indicated. Average billing rates for different labor classifications are as follows: Labor Classification Clerk- Project Assistant/Word Processor' Technical Assistant/Technical Editor " DrafterfillustratoP" Senior Drafter /Illustrator" Technician'" Senior Technician " Lab/Field Supervisor- Staff Professional _ Senior Staff Professional Project Professional Sr. Project Geologist Senior Project Engineer Principal Manager Hourly Rate" $50.00 $60.00 $60.00 $60.00 $75.00 $60.00 $80.00 $80.00 $65.00 $80.00 $100.00 $105.00 $125.00 $140.00 $160.00 When URS staff appear as expert witnesses at court trials, mediation, arbitration hearings, and depositions, their time will be charged at $3001hr. All time spent by personnel preparing for such trials, hearings, and depositions, will be charged at the above standard hourly rates. Overtime (hours worked in excess of eight (8) hours per day) by exempt personnel will be charged at the above straight time rate hourly rate. Overtime by non - exempt personnel (classifications identified with a double asterisk "—') will be charged at 1.3 times the straight time rate. Special project accounting, reporting, and financial services, including submission of invoice support documentation will be charged at the rate of a clerk. OTHER PROJECT CHARGES Subcontracts and Equipment Rental The cost of services subcontracted by URS to others, including but not limited to: chemical analysis, test borings, specialty contractors, surveyors, consultants, and equipment rental; e.g., backhoes, bulldozers, and test apparatus, etc., will be charged at cost plus 10 %. Communications The cost of communications including telephone, telex facsimile, routine postage and incidental copying costs will be charged at a flat rate of 3% of total labor charges. Computers The charge for use of in -house computers for spreadsheets, word processing and other similar functions is included in the standard multiplier. The charge for use of Computer Aided Design and Drafting (CADD), Graphics generation, Geographic Information System (GIS) modeling applications and similar technical computing is $25.00 per hour. There will be a charge of $5.00 each for non -color and $15.00 for each color plot generated by CADD and GIS systems. Document Reproduction In -house reproduction will be charged at $.10 a page for black & white and $1.50 a page for color for letter, legal, and 11 x 17 size copies. Other size document copying will be charged at $5.00 a page. Vehicles and Mileage Field vehicles (pick -ups, vans, trucks, etc.) used on project assignments will be charged at $75.00 per day. The mileage charge for personal autos will be the then current mileage rate established by the Internal Revenue Service, which is now $0.365 per mile. URS LABORATORY SERVICES AND EQUIPMENT CHARGES The schedules of charges for laboratory testing performed at URS facilities is provided on page 2. The schedule of charges for URS equipment used on projects is as follows: Equipment Rate Inclinometer $21.00 1hour Sand Cone Equipment 3.00 /hour Nuclear Density Gage 6.001hrour Down -Hole Logging Cage 21.00/day Rates for daily or monthly use and other special equipment including geophysical equipment will be furnished upon request. This fee schedule contains confidential business information and is not to be copied or distributed for any purpose other than the use intended In this contract orproposa /. Page 1 of 3 0 • URS Geotechnical Laboratory Schedule of Fees for Fiscal Year 2004 Please review terms and conditions listed on page 3 INDEX PROPERTIES TESTS Unit Cost Test Method(s) Notes' Water Content Determination (WC) $5 ASTM D 22161 CA 226 Water Content and Dry Unit Weight (for Shelby and sleeve samples) $25 ASTM D 2216 Water Content and Dry Unit Weight (for ring samples) - $15 ASTM D 2216. (1) Specific. Soils........, _ $50.. ASTM D 8541 CA 2091 T100 Plasticity Index (LL, PL & PI) $65 ASTM D 43181 CA 204 Particle Size Analysis with Splitting (4 in. to #200 with wash) $65 ASTM C 136,0 422 / CA 202 Combined Particle Size Analysis and Hydrometer $105 ASTM D 422 Double Hydrometer Analysis (10 Point Test) $150 ASTM D 4221 Wash Analysis (- #200 sieve only) $35 ASTM C 117, D 1140 Sand Equivalent Value $60 CA 217 Proctor Compaction 4 -in. dia. Mold using Procedures A and B $140 ASTM D 696, D 1557 Proctor Compaction 6 -in: dia. Mold using Procedure C $170 ASTM D 696, D 1557 COM PRESSIBILITY l SWELL TESTS - - - Oedometer Testing (Consolidation and Swell) - ASTM D 2435, D 4546, D 5333 Each loading ! unloading Increments, with time curve $40 ASTM D 2435, D 4546, D 5333 - Oedometer Testing (Up to 10 increments without time curves) $140 (1),(2) Expansion Index (EIT) $100 ASTM D 4829 Sample trimming and pedometer specimen set up $60 STRENGTH TESTS (PER POINT) - - Torvane or Pocket Penetrometer $10 Point Load $35 ASTM D 5731 (3) Slake Durability of Shales and Weak Rocks $45 ASTM D 4644 (3) Unconfined Compressionpf Cohesive Soils (UC) $60 ASTM D 2166 Uncosolidated- Undrained Triaxial (UU) $95 ASTM D 2850 Isotropically- Consolidated Drained Triaxial (CIDC) $400 USSR 5755 Isotropically - Consolidated Undrained Triaxial (CIUC) $300 .ASTM D 4767 Direct Shear Test (CD), includes time curves, per point $75 ASTM D 3080 Direct Shear Test, for 3 points without time curves $150 Residual value after shearing $45_ Sample trimming and direct shear specimen set up $35 Torsional Ring Shear (Consolidated - Drained) ASTM D 6467 (3) Fully Softened Condition with residual if attainable $250 (3) Stage Residual, pre -cut (first point) - $200 (3) Incremental Stage (per point) $100 (3) Sample trimming and strength specimen set up (except direct shear specimen) $50 OTHERTESTS - Hydraulic Conductivity using Constant Head or Falling Head Method $190 ASTM D 5084 Incremental Stage, (per point) $80 Resistance R- Value. and Expansion Pressure of Compacted Soils $200 ASTM D 2844 (4) California Bearing Ratio (CBR), per point $90 ASTM D 4429 (1). Pinhole for Dispersive Clay Soils $150 ASTM D 4647 (3) Corrosion Suite (ph, resistivity, anions and cations, no report) $130 (4) Sample trimming and other test specimen set up $50 Specimen fabrication (remolding) for any testing specimen $50 Digital Fhotographs available (per photo) $1 *Notes: Testing performed In both Los Angeles and Santa Ana Laboratories unless otherwise noted (1) Testing performed in Los Angeles Laboratory only (2) ASTM-, AASHTO-, and CalTrans- required time readings are not taken. (3) Testing performed In Santa Ana Laboratory only - (4) Testing performed by subcontract laboratory EnRS Page 2 of 3 page 2fee schedule.xls URS Geotechnical Testing Laboratory Schedule of Fees for Fiscal Year 2004 2110 East First Street, Suite 116 Santa Ana, California 92705 Telephone: (714) 648 — 2861 Facsimile: (714) 973 -4834 Manager: Tom O'Meara Terms and Conditions: 911 Wilshire Blvd., Suite 800 Los Angeles, California 90017 Telephone: (213) 996 — 2364 Facsimile: (213) 996 — 2210 Manager: Somsak Poolpann This fee schedule contains confidential business information and is not to be copied or distributed for any purpose other than the use intended in this contract or proposal. Standard laboratory tests, listed on page 2, will be invoiced at a fixed charge per test. There will be a charge for the time of laboratory personnel associated with the project administration and supervision of the testing program per the project fee schedule. In addition, unusual sample handling or specimen setup requirements will also be charged in accordance with the project fee schedule. These personnel time charges will be at the hourly Yates for the classification of labor involved. Charges for other tests or tests performed in accordance with other standards are quoted on project - specific k a51s. The rates apply to non - contaminated materials only. If needed, arrangements can be made to have contai ti ated samples tested by an outside laboratory. All samples of soil and rock will be disposed of 60 days after submission of any document that includes the data obtained from the samples, unless other arrangements are mutually agreed -upon. Upon request, samples will be delivered to the client at the client's cost or will be stored for an agreed storage charge. Where appropriate, graphical presentations of data obtained from testing are included with the unit rate. Particle -Size analysis, including hydrometer tests, are presented in a plot showing the distribution curve. Proctor Compaction testing, performed in the laboratory, is presented graphically. Time curve calculations will be performed during all loading or unloading increments associated with compressibility or swell tests, and the shear stress vs. vertical strain plot will be used to summarize the incremental condition. On occasion, compliance within industry standards may not be required; therefore, compressibility and swell testing can be performed without incremental documentation upon request. The Unconfined Compression test will include data tabulation and a plot of axial strain vs. compressive strength. Triaxial results include data tabulation and plots of deviator stress, obliquity, p -q diagram and Mohr circles per series. The Direct Shear and Ring Shear results include data tabulation and plots of shear stress vs, vertical stress and horizontal displacement. The unit rates for all engineering property tests will include the initial and final conditions of the tested material, such as water content, unit weight and degree of saturation. The unit rate for sample trimming and specimen set up include cutting sampling tubes, extruding the material, trimming the specimen and steps used to initialize testing. Miscellaneous calculations (such as porosity) and data interpretations, outside of the ASTM standards, will be charged as a hourly rate per project fee schedule as stated above. Page 3 of 3 page 3ae schedu%.xis M, 10. 2004_ 9:210- MARSiL AN ho.009] —P. 9 .' - i'�. ,EF;T?ICTE'4•N PRODUCER MARSH RISK & INSURANCE SERVICES P, 0: 80X.193880 SAN FRANCISCO, CA 94119.3880 CERTIFICATE HUMBER �h.�,�E •, al; SEA - 000782236 -01 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE POLICY, THIS CERTIFICATE DOES NOT MEMO. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES DESCRIBED HEREIN. CALIFORNIA LICENSE NO. 0437153 COMPANIES AFFORDING COVERAGE COMPANY R$CA- ALL -W/PRO -0405 STA URSA AUTOA CO201 A NATIONAL UNION FIRE INS. GO. OF PITTSBURGH, PA COMPANY r l 1 B AMERICAN INTERNATIONAL SPECIALTY LINES INS. COV INSURED - »- URS CORPORATION dba URS CORPORATION AMERICAS 600 MONTGOMERY STREET 25TH FLOOR COMPANY t} �� C INSURANCE GOOF THE STATE OF PA �(1 J SAN FRANCISCO, CA 94Ill COMPANY D NIA THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED HOMED HEREIN FOR THE POLICY PER100 INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VATM RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. - CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MNIDDIYY) POUCY EXPIRATION GATE IMMIDDIYYI OMITS A GENERAL UABIUTY GL933.3116 04/01104 04/01/05 GENERALAGGREGATE $ 2,000,000 PRODUCEINJURY 8 2,000'000 X COMNERCIALGENERALU UTY PERSON$ 1,p00,900 • CLAIMS MADE OCCUR EACH O$ 1,000,ODD OVMER%&CONTRACTORS PROT FIRE DA $ 1,000,000 E EX$ 5,000 A AUTOMOBILE UABILQY 826 -1679 ADS 04/01/04 04/01/05 COMBINED SINGLE LIMIT $ 1,000,000 X i ANYAUTO _..... ---._ ALLOWNEDAUTOS BODILY INJURY TV Dcrsan) $ SCHEOULEDAUTOS -- •- BODILY INJURY per ac danO X HIRED AUTO$ NON-0IANEDAUTOS $ PROPERTY DAMAGE $ GARAGEEIABILITY AUTO ONLY - EAACCIDENT $ OTHER THAN An(ZONLY: y, ` ANY AUTO $ EA ACCIDENT _ I AGGREGATE $ EXCESS LIABILITY BACH OCCUFGTFINCE $ AGGREGATE Is UNTSRELIA FORM $ OTHER THAN UMBREIU FORM A C WORKERS COMPENSATION AND EMPLOYERS'LIABILITY 6436093(CA) 61/01104 6436094(AOS) 01101104 01101/05 01101/05 X TORYLIMITS ER �� $ .1,000,000 EL EACH ACCIDENT ELDISEASEPOLICYLIMIT $ 1,000.000 A E THE PROPRIETOR( INa P FT'ICERSIEEBCUTIVE OFFICERS ARE EXCL 6436095 EXCWO.CA,AOS,GA 01101/04 6436096 (GA) 01/01104 01101!05 01/01/05 EL DISEASE•EACH EMPLOYES $ 1,000,000 OTHER g PROF. LIABILITY (E &O) 819 -0168 04101/04 04101/05 EACH CLAIM $1,000,000 CLAIMS MADE FORM AGGREGATE $1,000,000 DESCRIPTION OF OPERATIONSM CATIONSNEHICLES /SPECIAL ITEM$ RE! GEOTECHNICAL ON -CALL SERVICES. THE CITY OF ARCADIA, ITS DIRECTORS, OFFICIALS, OFFICERS, EMPLOYEES, AGENTS AND DESIGNATED VOLUNTEERS ARE ADDITIONAL INSUREDS WITH RESPECT OPERATIONS PERFORMED BY OR FOR THE NAMED INSURED AS RESPECTS GENERAL & AUTO LIABILITY. WAVER OF SUBROGATION APPLIES AS RESPECTS WORKERS COMPENSATION TO THE EXTENT WHERE PERMITTED BY LAW. THIS INSURANCE IS PRIMARY AND NON- GONTRIBUTORY WITH ANY OTHER INSURANCE CARRIED BY OR FOR I ty',�ui,�' '' En, °itiL°:.Y "(A+ ,i��gni{ .. ., „ utEW "'Em,IUi,ui�i:n w,Lu Y1�.Y'iYL5 �dY114'f� "�•;: 'Ti, A':R•, `y��qq t .✓r' 'iM1Y u, 'ua� SHOULD MY OF THE PODCIES DESCRIBED HEREIN BE CANCS ED DEFORB THE EXPIRATION DATE THFREOF, TAE INSURER AFFORDING CI„'EAMM! WILL ENDEAVOR TO Wk ---U DAYS WRITTEN NDTICD TO THE CITY OF ARCADIA PUBLIC WORKS SERVICES DEPARTMENT ATTN: DENISE WEAVER CERTIFICATE AOt ER NAMED HEREN. BUT FAUJRE TO AAJ VCH NOTICE VALL INPOEE NO GBNDATION OR LIABILITY OFANYKNO UFONT1E RISURCRAFFORDNG COVERAGE, R9AGEME ORREPRMINTATNES.ORTNE 240 WEST HUNTINGTON DRIVE ARCADIA, CA 91066$021 ISSUEROFTHLBCERTIFICATE MARSH USA INC, BY: Michio Nekot6�L •- •+,*,I, -u -� wa',;F •f" - nr ( �AP"., ,M,;r n5 (d',li%F+" - AL_. ID�A50FT:Il96109 %114 M IUN. 10.2004- 9, 21 AM --MA -N0. 0027 P. 3-' - �. v ,a r�'� .1 DATE IMMmvmy l+ 06/09/04 PRVVVCea COMPANIES AFFORDING COVERAGE MARSH RISK & INSURANCE SERVICES COMPANY : P.O. BOX 193860 E AMERICAN INTERNATIONAL SOUTH INSURANCE GO. SAN FRANCISCO, CA 94119.3880 .. CALIFORNIA LICENSE N0.0437153 -- COtimANY F i iacen -A[ i - wmROX14 -05 SSA URSA AUTOA CG201 INSURED FCOMPIANI URS CORPORATION dba URS CORPORATION AMERICAS 600 MONTGOMERY STREET 25TH FLOOR SAN FRANCISCO, CA 94111 CONTINUED FROM DESCRIPTION SECTION: THE BENEFIT OF THE ADDITIONAL INSURED. SEVERASIUTY OF INTEREST APPLIES, SEE ATTACHED. SERVICES DEPARTMENT VEAVER INGTON DRIVE CA MARSH USA INC. BY Michio Nekoto , 7-"ry m' •-y 'I"' '.:+`�y"'°°°,;.? %Y,.,y9o�"`I�Ij'B�i_.- ....eMf' n1L '.., ..si• .'•. �'' +, JUN. 10. 2004 9 :21AM MA� • N0.0027 P. 4 POLICY NUMBER: GL 933 -3116 COMMERCIAL GENERAL LIABILITY CG 20 10 10 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSESS OR CONTRACTOR - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRTIRMW5 Name of Person or Organization: THE CITY OF ARCADIA, ITS DIRECTORS, OFFICIALS, OFFICERS, EMPLOYEES, AGENTS AND DESIGNATED VOLUNTEERS RE: GEOTECHNICAL ON-CALL SERVICES. (If no entry appears above, information rcquimd to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Section 11— Who is An Insured is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. B. With inspect to the insurance afforded to these additional insureds, the following exclusion is added: 2. Exclusions This insurance does not apply to "bodily injury" or `property damage" occurring after. (1) All work, including materials, parts or equipment flumished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; Or (2) That portion of "your work" out of which the injury or damages arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. This insurance is primary and non- contributory with any other insurance carried by or for carried by or for the benefit of the additional insured. CG 20 10 10 01 ISO Properties, Inc, 2000 Page I of 1 ,JUN. 10. 2004 9:22AM MART NO. 0021 P. 5 POLICY NUMBER: GL 933 -3i M COMMERCIAL. GENERAL LIA 1LITY CG 20 37 10 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, ADDITIONAL INSURED - OWNERS, LESSESS OR CONTRACTOR -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDTJLE Name of Person or Organization: THE CITY OF ARCADIA, ITS DIRECTORS, O � + CIALS, OFFICERS, EMPLOYEES, AGENTS AND DESIGNATED VOLUNTEERS RE: GEOTECMN CAL ON -CALL SERVICES. Additional Premium Of no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) Section H — Who is An Insured is amended ro include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" at the location designated and described in the schedule of this endorsement performed for that iusured and included in the "products - completed operations hazard." This insurance is primary and non - contributory with any other insurance carried by or for carried by or for the benefit of the additional insured CG 20 3710 01 ISO Properties, Inc. 2000 Page I of I JUN. 10. 2004 9:22AM MA* • N0. 0027 P. 6 THIS ENDORSEMENT CXANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement, effective 12:01 A.M. 04/01/04 Forms a part of Policy No. (s): 826 -1679 AOS By: National Union Fire Insurance Company of Pittsburgh Insured: URS Corporation ADDITIONAL INSURED — WHERE REQUIRED UNDER CONTRACT OR AGREEMENT Name of Person or Organization: THE CITY OF ARCADIA, ITS DIRECTORS, OFFICIALS, OFFICERS, EMPLOYEES, AGENTS AND DESIGNATED VOLUNTEERS RE: GEOTECHNICAL ON -CALL SERVICES. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section H — Liability Coverage, A. - Coverage, 1. — Who is An Insured, is amended to add: d. Any person or organization to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of your operations or premises owned by or rented to you. However, the insurance provided will not exceed the lesser of 1. The coverage and/or limits of this policy, or 2. The coverage and/or lituits required by said contract or agreement. 61713 (IV94) JON, 10, 2004 9, 22AM MAR N0, 0027 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT P. 7 This endorsement changes the policy to which it is attached effective on inception date of the policy unless a different date is indicated below. (The following "attaching clause" need be completed only when this endorsement is issued subsequent to preparation of the policy). This endorsement, effective 12:01AM 01/01/2004 forms part of Policy No. WC 643 -6093 (CA) Issued to: URS CORPORATION Issued By: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA Premium: INCLUDED We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our tight against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE AS REQUIRED BY CONTRACT THE CITY OF ARCADIA, ITS DIRECTORS, OFFICIALS, OFFICERS, EMPLOYEES, AGENTS AND DESIGNATED VOLUNTEERS RE: GEOTECHNICAL ON -CALL SERVICES. WC 00 03 13 (ED_ 4/84)