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HomeMy WebLinkAboutC-2116I+cl-) ORIGINAL. CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into thisdi day of 2005 by and between the City of Arcadia, a municipal organization organized under the laws of the State of California with its principal place of business at 240 West., Huntington Drive, Arcadia, California 91066 -6021 ( "City ") and Boyle Engineering Corp., a California Corporation with its principal place of business at 1501 Quail St., Newport Beach, CA 92660 -2726 ( "Consultant "). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing engineering consultant 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 Colorado Well Design project ( "Project ") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional engineering 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 September 30, 2006, 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. Revised 8/04 LM 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates, Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the prior written approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon prior written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are. determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Russell Hulse. 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. Revised 8/04 LM 2 • r 3.2.6 Consultant's Representative. Consultant hereby designates Russell Hulse, 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. 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. Re�i=d 8104 LM ki 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 Contractor'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. 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 $2,000,000. 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)A utomobile 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. Revised 8/04 LM 4 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. Revised 8/04 LM 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 to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverase. 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. 3.2.10.4 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.2.10.10 Material Breach. Lack of insurance does not negate Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a material element of this Agreement and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of the Agreement. RmW"ud R • 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 TWO HUNDRED FIFTY FOUR THOUSAND THREE HUNDRED DOLLARS AND NO CENTS ($254,300.00) 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 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within forty -five (45) days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless 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 InsReection. 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, aeviod 8 /04 LM VJ 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: Boyle Engineering Corporation 1501 Quail Street Newport Beach, CA 92660 -2726 (949) 476 -7142 Attn: Russell Hulse 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 Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Propert y. This Agreement creates,a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be Reviud 8/04 LM prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 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 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. 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 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, Rcvimd 8/04 LM 9 received by the City, its directors, officials, officers, employees, agents or volunteers and shall take effect immediately upon execution of this Agreement. 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 Citv'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, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. Revised 8/64 LM 10 0 0 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, but 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. Revised VO4 LM 11 0 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: W__l_�"-1' William R. Kelly City Manager Dated: 40 2005 T ST: City Clerk APPROVED AS TO FORM: Stephen P. Deitsch City Attorney aev Ka 8/04 LM 0 Consultant shall not subcontract any portion of as expressly stated herein, without prior written contain a provision making them subject to all By: [Name] ST¢vcu F2t�z5 12 V%ft" [Title] CONCUR: Depai ent H Date • • EXHIBIT "A" SCOPE OF SERVICES SEE ATTACHED r:Ml • Scope of Services PHASE 1 — WELL DESIGN Task 1.1 — Preliminary Investigation C, 1.1.1 Obtain site background information, including logs for nearby wells, water quality data, SCE test reports, legal description of the well site, and plans for the adjacent Baldwin Avenue and the abandoned pipeline which is to be used as a drain. A utility search will be made to identify existing lines in Baldwin. We assume the City will assist Boyle in acquiring similar information for existing well facilities owned by other water purveyors. 1.1.2. Site survey. Develop a topographic map referenced to the City's GIS system, showing existing facilities, trees, and extending across Baldwin and southerly on Baldwin to the point of connection to the drain line. Contour interval for the well site will be one foot, data will be provided in AutoCAD format. Property lines will be incorporated onto the map. Potholing of utilities will be done as deemed necessary; assume four (4) potholes at $600 each for fee purposes. 1.13 Refine the layout for the wellhead and conceptual site layouts. Summarize in a Preliminary Design Memo and submit for City review and comments. 1.1.4 Prepare a work plan, outlining permit requirements and detailing schedules for processing and approvals. Permit and inspection fees will be Boyle's responsibility, unless specified to be the contractor's responsibility. Copies of all permits obtained will be included in the contract documents. Permitting agencies may include, but are not limited to: • California Department of Health Services • Los Angeles County Health Department • Los Angeles County Department of Public Works • City of Arcadia Building Department • Los Angeles County Fire Department • California Regional Water Quality Control Board (Los Angeles Region) • Raymond Basin Groundwater Management Board (Watermaster) 1.1.5 Prepare and submit the NPDES permit and other permit applications as early in the design process as possible so as to have each required permit approved as needed to maintain the schedule for completing the work within the time allotted. 1. 1.6 CEQA documentation. The Initial Environmental Study (IES) will be prepared by Boyle's subconsultant, Chambers Group, Inc. They will be responsible for the field survey, data acquisition and preparation of environmental documents. Chambers will also provide the mailing list and coordinate with City planning staff, attend the public meeting and assist with O4M -016019 -06 -PR responses to IES comments. If it is determined that an Environmental Impact Report is required, Chambers will provide this as an additional optional task. 1. 1.7 Geotechnical report. A bore hole will be drilled, laboratory testing performed, and a geotechnical report prepared. Task 1.2 — Hydrogeologic Assessment 1.2.1 Based on data obtained in Task 1.1.1, estimate depth to groundwater and aquifers and zones from which nearby wells extract groundwater. 1.2.2 Estimate possible areas of influence of the existing well to determine interference effects with the proposed well and estimate pumping levels. 1.2.3 Determine well design parameters, including depth, diameters for drill hole and well casing, casing material and cost options, length and type of well screen, well yield, and remediation or avoidance of possible nitrate contamination in the upper aquifer. 1.2.4 Assess local groundwater quality based on information from nearby wells. City to provide available data._ This will include nitrate concentration and anthropogenic constituents such as volatile organic compounds (VOCs) and perchlorate. Available water quality data will be tabulated and reviewed to identify existing conditions. Previous aquifer isolation testing results, packer tests, and depth - specific sampling data will be assessed to identify those aquifers which might be the source(s) of key contaminants. Results of this task will be used to prepare the aquifer isolation testing plan upon completion of the pilot hole and geophysical logging. The plan will identify a list of water quality parameters needed for testing. 1.2.5 Compare anticipated water quality to the State's Drinking Water Standards and make comments. 1.2.6 Summarize Task 1.2 data in a Technical Memorandum and submit for City review and comments. Six copies of the Technical Memorandum will be submitted. Task 1.3 — Water Well Design Prepare plans and specifications for well construction in CSI format. Document preparation will be in accordance with City Standard Plans and Specifications. The following will be addressed: • Mobilization, demobilization and cleanup • Types of drilling methods allowed • Equipment, materials, and records to be furnished by the contractor • Permits to be obtained by the contractor • Compliance with NPDES and other permits • Job conditions (e.g., noise suppression, drilling waste, runoff management, power, lighting, water, site materials, and work damage) • Well drilling and construction: 04MB416- 019 -OC -PR 0 — Alignment, plumbness, integrity, and drilling speed Conductor casing — Pilot bore — E- logging — Aquifer zone testing — Final bore — Well casing and well screen intervals — Gravel fill and sounding tubes — Gravel envelope • Well development • Well pumping and recovery tests • Well disinfection • Video camera survey • Well alignment survey The following submittals to the City will be required: 0 60% design review: Submit partially complete plans and specifications,- addressing the City's review of the Hydrogeologic Assessment Technical Memorandum (Task 2.2.6), a narrative of progress addressing design issues, problems and design completion schedule. Meet with City staff when submitted to discuss progress and issues. 90% design review: Submit complete plans and specifications reflecting 60% design review comments for final approval from the City. Final specifications, and a construction cost estimate are to be submitted for review. Meet with the City when submitted to expedite approval. Final approval review: Submit final mylar plans, final specifications, and cost estimate for approval and signature by the City. Bid documents shall include all City front -end documents and technical specifications, in Word format. Plans will be in AutoCAD. Provide all originals to the City in hard copy and on disc. Boyle will also provide up to thirty (30) sets of plans and specifications for bidding purposes. Provide assistance during bidding to answer technical questions on the plans and specifications, review contractor bids, and make award recommendation to the City. PHASE 2 —SUPPORT SERVICES FOR WELL CONSTRUCTION Task 2.1— Field Hydrogeology Services This task will provide support services for construction, development, and pump testing of the well. Specific work items are as follow: 04MB8 16 -019 -0C -PR "0VLE 9 0 2. 1.1 Attend the preconstruction meeting to clarify information contained in bid documents. Prepare and distribute an agenda for the meeting to address environmental matters, scheduling, contractor submittals, change orders, communications, and responsibilities of the project participants. 2.1.2 Review shop drawing submittals. 2.1.3 Provide full -time inspection during equipment delivery to the site. Monitor the contractor during mobilization of the drill rig and supporting equipment. 2.1.4 Provide full -time inspection and logging during all phases of well construction, including conductor casing installation, drilling operations, e- logging, zone testing, well casing and well screen installation, and gravel pack installation. Provide on -site observation of the contractor's activities during well development, pump testing (step test and 24 -hour constant rate test and recovery), video log, and alignment tests. Evaluate the response of the well to mechanical development methods and by pumping development. Make recommendations for the rates of pumping during the step - drawdown test based on the development test results. Observe the 8 -hour step - drawdown test, analyze results, and provide recommendations for the pumping rate for the continuous -rate discharge test. Direct the start-up and end of the continuous discharge test during dravdown and recovery. The hydrogeologist will install data loggers in available nearby wells; in addition, it is assumed that the contractor will record water levels and pumping rate during the test in accordance with the schedule of measurements provided in the specifications. Take water samples and send to the City's testing laboratory; costs would be paid directly by the City. The contractor will also make measurements for the recovery test. Observe the disinfection of the well. A certified hydrogeologist shall be on -site during e- logging, video log, and alignment tests. 2.1.5 Select formation samples for grain size analysis for well screen size selection. Perform grain size analyses. 2.1.6 Based on geophysical and formation logs, identify potential aquifers for isolation zone testing, and provide recommendations to the City for up to four zones. Prepare and deliver to the contractor the zone testing plan. It is assumed that water samples would be taken and sent to the City's testing laboratory; costs would be paid directly by the City. 2.1.7 Evaluate results of the electric log, water quality results from aquifer isolation testing, water levels measured during the aquifer isolation testing, and grain size analyses. Provide recommendations for final well design including well screen slot size and screened intervals, and gravel pack grain size distribution. 2.1.8 Monitor the discharge of the groundwater from the site and the contractor's adherence to the NPDES permit's discharge requirements. Witness all well test pumping, well development, disinfection and discharge operation to assure compliance to all pertinent regulations. W CS -016 -019.CC -PR gOT l_ c 0 0 Task 2.2 — Post - Construction Documentation 2.2.1 Prepare and submit six (6) copies of a report documenting drilling, construction, and testing activities, as -built well conditions, and pumping test results. Analyze data from well efficiency and constant discharge tests to evaluate the sustainable pumping rates. Provide recommendations for pump capacity and setting. 2.2.2 Prepare a Drinking Water Source Assessment and Protection Report for the proposed well site. Prepare a preliminary D WSAP report using the DHS forms and well design parameters for the new well (Note: TurboSWAP software is only for existing wells). Delineate groundwater protection zones for the well site and prepare a map showing the zones. Inventory possible contaminating activities (PCAs) in the protection zones. Identify obvious, actual and potential sources of environmental concern associated with sites that could potentially impair the quality of the groundwater within the subject area(s). Obtain site - specific listings from state and federal agencies and contact local regulatory agencies to determine if documented information is available concerning environmental conditions associated with the study area. Report on any potentially hazardous material (e.g., proximity to gasoline lines and stations) or environmental conditions near the site that could negatively influence the water quality of the well. Determine the status of any reported sites of hazardous materials spills or leaks through oversight agency file search and/or interviews. Generate vulnerability ranking list for the identified PCAs -and prepare a report summarizing the results of the assessment following DHS guidance. Provide six (6) copies of the report and an electronic copy. PHASE 3 —WELLHEAD DESIGN I LIMITED CONSTRUCTION -PHASE ENGINEERING Task 3.1— Well Equipping Design This task includes design work required for the well pump and wellhead facilities for the new Colorado Well. Example plans and specifications will be provided. Design shall be in accordance with City Standard Plans and Specifications, and approved concept plans developed under Task 1.1.3. Boyle will prepare design plans and contract documents, including technical specifications and bid schedule, as well an Engineer's estimate and proposed completion schedule. The well equipping design will assume that the well will be piped and valved to discharge directly to the City's Pressure Zone 2 water distribution system. The design shall be scheduled to provide a smooth flow of work from the completion of the well construction to the start of construction of the wellhead facilities. This task includes design work required for the well pump with an adjustable -speed drive, piping, disinfection system, desanding system (if needed), and miscellaneous equipment. Specific work items are as follows: 0410M "19-00 -PR Prepare plans and specifications for the construction of: • A wellhead facility including necessary earthwork, discharge piping and appurtenances, flow meter, SCADA equipment, motor control panel, and a building suitable for the surrounding area for housing the disinfection equipment. • Disinfection facility consisting of a sodium hypochlorite tank, chemical feed pump, and chlorine analyzer equipment. • Landscaping and irrigation to blend into the surrounding area. Prepare a construction phasing plan. Prepare the Engineer's opinion of probable construction costs. The design phase will include preparation of final drawings of the proposed construction at the appropriate scales. Drawings shall be plotted on 22" x 34" mylar with City standard title block. Plans shall include all rights -of -way, connections to existing infrastructure and proposed construction. All drawings will be prepared using AutoCAD, Release 2004 or higher. A preliminary drawing list is included at the end of this section. The City will require the following submittals leading to final approval of the plans by the City: 40% design review: Submit partially complete plans and specifications, indicating all existing improvements and existing utilities with proposed construction, a narrative of progress addressing design issues, problems and design completion schedule. Meet with City staff when submitted to discuss progress and issues. 60% design review: Submit progressively complete plans and specifications, addressing the City's 40% review comments, a narrative of progress addressing design issues, problems and design completion schedule. Meet with City staff when submitted to discuss progress and issues. 90% design review: Submit complete plans and specifications reflecting 60% design review comments for final approval from the City. Final specifications and a construction cost estimate are to be submitted for review. Meet with the City when submitted to expedite approval. Final approval review: Submit final mylar plans, final specifications, and cost estimate for approval and signature by the City. Bid documents shall include all City front -end documents and technical specifications, in Word format. Plans will be in AutoCAD. Provide all originals to the City in hard copy and on disc. Boyle will also provide up to thirty (30) sets of plans and specifications for bidding purposes. Plans and specifications will identify any items the City proposes to pre - purchase. 041OM16- 019 -oc -PR /3OYLB 0 0 Task 3.2 — Wellhead Facility Construction Support Services This task will provide support services for construction of the wellhead facilities. Specific work items include: 3.2.1 Provide assistance during bidding to answer technical questions on the plans and specifications, review contractor bids, and make award recommendation to the City. 3.2.2 Provide review of contractor shop drawing submittals for pump, well building, disinfection equipment, etc. 3.2.3 Provide change order review, attend up to ten (10) meetings with the City to discuss change orders, construction problems and provide review of construction problems. 3.2.4 Assist in final inspection, and provide well start up and testing. 3.2.5 Prepare final record drawings, based on contractor red -lined drawings. Provide the City with revised mylars and updated Autc,CAD files. 3.2.6 Prepare an Operation and Maintenance Manual, including an introduction, which will briefly define the system operations and controls. PHASE 4 — PROJECT COORDINATION The following services will be provided: Task 4.1— Meetings Boyle will attend a kick -off meeting with City staff to discuss issues such as existing facilities, design issues, CEQA processing, and permits. During active periods of the work, meetings may be scheduled weekly, and at a minimum will be scheduled monthly. Updated project budget reports and completion schedules will be presented at these meetings. The number of assumed meetings are identified in the Project Budget. Note that the Phase 2 meetings would be attended by the hydrogeologist's field observer. Task 4.2 — Project Management . This will involve coordination between Boyle's in -house design disciplines, monitoring subconsultant performance, adherence to budget and schedule requirements, and liaison with City staff. Task 4.3 — Quality Control Review Quality control review is provided in advance of progress submittals by senior staff with appropriate expertise who are not directly involved with the project. 09108 -016- 019-0C -PR • • ADDITIONAL PROVISIONS 1. Right to Rely. Boyle is entitled to rely on the accuracy of data and information provided by the City or others without independent review or evaluation. 2. Opinion of Construction Cost. The opinion of construction cost by Boyle is represented in general industry terms and, because it does not provide for market fluctuation, it may differ from contractor bids or actual cost to the City. 3. Construction Contractor Indemnification. Boyle requires that construction contractors working with the project hold harmless and indemnify the City, Boyle, and consultants (if any), from liabilities, claims, losses, damages and costs, as a result of the construction contractors' performance. 4. Construction Contractor Insurance. Boyle requires that the construction contractor provide workers' compensation and commercial general liability insurance with the City and Boyle as additional insureds. 5. Construction Safety and Methods. The City agrees that the construction contractor will be responsible for job site conditions during construction with regard to safety. Boyle will not have authority to stop or reject the work of the construction contractor. 6. Asbestos or Hazardous Materials. In providing its services hereunder, Boyle shall not be responsible for identification, handling, containment, abatement, or in any other respect, for any asbestos or hazardous material if such is present in connection with the project. In the event that the City becomes aware of the presence of asbestos or hazardous material at the jobsite, the City shall be responsible for complying with all applicable federal and state rules and regulations, and shall immediately notify Boyle, who shall then be entitled to cease any of its services that may be affected by such presence, without any liability to Boyle arising there from. 04108416 -019AC -PR - /3J=VLE • • PRELIMINARY DRAWING LIST SHEET DWG. NO. NO. TITLE 1 G -1 TITLE SHEET 2 C -1 SITE PLAN 3 C -2 SITE DETAILS 4 C -3 PIPELINE PROFILES 5 C -4 PIPELINE PROFILE AND DETAILS 6 S -1 WALL SECTIONS AND DETAILS 7 S -2 MISCELLANEOUS DETAILS 8 P -1 PIPING PLAN AND SCHEDULE 9 P -2 PIPING DETAILS 10 P -3 PUMP BASE & APPURTENANCES - SECTIONS AND DETAILS 11 P -4 CHLORINATION SYSTEM PLAN AND DETAILS 12 E -1 SYMBOLS AND ABBREVIATIONS 13 E -2 SITE PLAN 14 E -3 SINGLE LINE DIAGRAM, ELEVATION AND LOAD SUMMARY 15 E -7 SOLID STATE CONTROL SCHEMATIC DIAGRAM 16 E -8 RTU SCHEMATIC 17 E -9 MISCELLANEOUS DETAILS 18 L -1 LANDSCAPING PLAN 19 L -2 LANDSCAPING DETAILS 20 L -3 IRRIGATION PLAN 21' L -4 IRRIGATION DETAILS O 8 -016- 019-OC -PR Exhibit "B" SCHEDULE OF SERVICES SEE ATTACHED . !31 0 City of Arcadia Colorado Well Project Schedule I* Activity/Event : Date City Council Award January 4, 2005 Draft IS/MND for public comment April 14, 2005 City Council adopts IS/MND End May 2005 Final well construction plans to City June 15, 2005 Well construction August- October 2005 Wellhead plans to City End November 2005 Wellhead construction January 2006 through July 2006 Y: \AOS\l 13%Docs \ProjMgmdColorado Well Schedule.doc 1/17/05 • • Exhibit "C" COMPENSATION SEE ATTACHED C -1 ti W W v T C. .ti .a CS L W U C O V C O i b d 33 � C 4�n Ct r y ci U 0 0 5 e 6 .4� m s a 0 0 0 0 0 0 0 0 0 o o e b o Y N n o b o o b m o i�11o1 d oo - M ri �ri �o ri ri c ri - � w w w w w w w w w w w w w w N w N w w N O O O lqp O O O O V f`I m Vf b hl rl `D Y sinuA nsuwgng - r a. d pp w N w w w w w w w aiFo9 _ w w w N O O O O g p O O O O O ' �/t n b h M I° O N O w w w w w w w w w w w w w w w w w w w w Y_ <t Y W ao T ri rl hl M sanop ivao 1. 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