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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this day of FekfAr , 2005 by
and between the City of Arcadia, a municipal organization organized under the faws of the State
of California with its principal place of business at 240 West Huntington Drive, Arcadia,
California 91066 -6021 ( "City ") and Ninyo & Moore, a California Corporation with its principal
place of business at 475 Goddard, Suite 200, Irvine, CA 92618 ( "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 material testing 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 Santa Anita Reservoir
No. 4 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 material testing consulting services
necessary for the Project ( "Services "). The Services are more particularly described in Exhibit
"A" attached hereto and incorporated herein by reference. All Services shall be subject to, and
performed in accordance with, this Agreement, the exhibits attached hereto and incorporated
herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from date of execution to
December 31, 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.
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3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The
Services shall be performed by Consultant or under its supervision. Consultant will determine
the means, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an employee.
Consultant retains the right to perform similar or different services for others during the term of
this Agreement. Any additional personnel performing the Services under this Agreement on
behalf of Consultant shall also not be employees of City and shall at all times be under
Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other
amounts due such personnel in connection with their performance of Services under this
Agreement and as required by law. Consultant shall be responsible for all reports and
obligations respecting such additional personnel, including, but not limited to: social security
taxes, income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform the
Services in conformance with such conditions. In order to facilitate Consultant's conformance
with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon
request of City, Consultant shall provide a more detailed schedule of anticipated performance to
meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the 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: Jalal Vakili.
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.
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3.2.6 Consultant's Representative. Consultant hereby designates Jalal Vakili, 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.
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3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence
Work under this Agreement until it has provided evidence satisfactory to the City that it has
secured all insurance required under this section. In addition, Consultant shall not allow any
subcontractor to commence work on any subcontract until it has provided evidence satisfactory
to the City that the subcontractor has secured all insurance required under this section; provided,
however, that in lieu thereof, the Consultant may provide evidence to the City that all
subcontractors are additional insureds under the 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) Automobile Liability: $1,000,000
combined single limit per accident for bodily injury and property damage; and (3) Workers'
Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor
Code of the State of California. Employer's Liability limits of $1,000,000 per accident for
bodily injury or disease.
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3.2.10.3 Professional Liabilitv. Consultant shall procure and
maintain, and require its sub - consultants to procure and maintain, for a period of three (3) years
following completion of the Project, errors and omissions liability insurance appropriate to their
profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall
be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall
contain the following provisions, or Consultant shall provide endorsements on forms supplied or
approved by the City to add the following provisions to the insurance policies:
(A) General Liabilitv. 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 fumished 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 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, reduced or canceled except
after thirty (30) days prior written notice by certified mail, return receipt requested of
cancellation, of intended non - renewal or endorsement reduction in limit or scope of coverage;
provided, however, that in the event of cancellation due solely to non - payment of premium, ten
(10) days notice of cancellation for non - payment of premium may instead be given to the City.;
and (B) any failure to comply with reporting or other provisions of the policies, including
breaches of warranties, shall not affect coverage provided to the City, its directors, officials,
officers, employees, agents and volunteers.
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3.2.10.5 Separation of Insureds: No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions. In
addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self- Insurance Retentions. Any
deductibles or self - insured retentions must be declared to and approved by the City. Consultant
shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate
such deductibles or self - insured retentions as respects the City, its directors, officials, officers,
employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, admitted to do business in
California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall furnish City
with complete and accurate copies of current certificates of insurance and endorsements
effecting coverage required by this Agreement on forms satisfactory to the City. The certificates
and endorsements for each insurance policy shall be signed by a person authorized by that
insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested.
Copies of all certificates and endorsements must be received and approved by the City before
work commences. The City reserves the right to require complete, certified copies of all
required insurance policies, at any time.
3.2.10.9 Safety. Consultant shall execute and maintain its work so
as to avoid injury or damage to any person or property. In carrying out its Services, the
Consultant shall at all times be in compliance with all applicable local, state and federal laws,
rules and regulations, and shall exercise all necessary precautions for the safety of employees
appropriate to the nature of the work and the conditions under which the work is to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life saving equipment and procedures; (B) instructions in accident
prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall
protection ladders, bridges, gang planks, confined space procedures, trenching and shoring,
equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully
required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and
maintenance of all safety measures.
3.2.10.10 Material Breach. Lack of insurance does not negate
Consultant's obligations under this Agreement. Maintenance of proper insurance coverage is a
material element of this Agreement and failure to maintain or renew coverage or to provide
evidence of renewal may be treated by the City as a material breach of the Agreement.
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3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
reimbursements which receive the City's prior written authorization, for all Services rendered
under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein
by reference. The total compensation shall not exceed FIFTY FIVE THOUSAND ONE
HUNDRED TWENTY DOLLARS AND NO CENTS ($55,120.00) 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 Inspection. Consultant shall maintain complete and
accurate records with respect to all costs and expenses incurred under this Agreement. All such
records shall be clearly identifiable. Consultant shall allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of such records and any
other documents created pursuant to this Agreement. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to the Agreement for a period of three
(3) years from the date of final payment under this Agreement.
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3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate the whole or any part of this Agreement at any time and without cause by
giving written notice to Consultant of such termination, and specifying the effective date thereof,
at least seven (7) days before the effective date of such termination. Upon termination,
Consultant shall be compensated only for those services which have been adequately rendered to
City, and Consultant shall be entitled to no further compensation. Consultant may not terminate
this Agreement except for cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided
herein, City may require Consultant to provide all finished or unfinished Documents and Data
and other information of any kind prepared by Consultant in connection with the performance of
Services under this Agreement. Consultant shall be required to provide such document and other
information within fifteen (15) days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in
whole or in part as provided herein, City may procure, upon such terms and in such manner as it
may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the respective parties may provide in writing for this purpose:
Consultant:
City:
Ninyo & Moore
475 Goddard
Suite 200
Irvine, CA 92618
Attn: Jalal Vakili
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.
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3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This
Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in
any tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Consultant under this Agreement ( "Documents & Data"). Consultant shall require
all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license
for any Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all Documents &
Data. Consultant makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Consultant or provided to Consultant by
the City. City shall not be limited in any way in its use of the Documents and Data at any time,
provided that any such use not within the purposes intended by this Agreement shall be at City's
sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the Services or the Project. Nothing
furnished to Consultant which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 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
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judgment, award or decree that may be rendered against City or its directors, officials, officers,
employees, agents or volunteers, in any such suit, action or other legal proceeding arising from
Consultant's performance of the Services, the Project or this Agreement; except to the extent that
liability is caused by any negligence or willful misconduct by the City or its directors, officials,
officers, employees, agents or volunteers. Consultant shall reimburse City and its directors,
officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs
incurred by each of them in connection therewith or in enforcing the indemnity herein provided.
Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any,
received by the City, its directors, officials, officers, employees, agents or volunteers and shall
take effect immediately upon execution of this Agreement.
3.5.6 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 Cites 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 Assig_mnent 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.
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3.5.13 Amendment; Modification. No supplement, modification, or amendment
of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.14 Waiver. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppel, or otherwise.
3.5.15 No Third 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 Dual Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex, sexual orientation or age. Such non - discrimination shall include, but not be limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Consultant shall also comply with all relevant provisions of
City's Minority Business Enterprise program, Affirmative Action Plan or other related programs
or guidelines currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self -
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.20 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
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3.5.21 Counterparts. This Agreement may be signed in counterparts, each of
which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of
the work required by this Agreement, except as expressly stated herein, without prior written
approval of City. Subcontracts, if any, shall contain a provision making them subject to all
provisions stipulated in this Agreement.
CITY OF ARCADIA
NINYO & MOORE
By: �" " c� By:
William R. Kelly [Name] Jalal Vakili
City Manager
Principal Engineer
Dated: , 2005 [Title]
_ATTEST:
ity*1erk
APPROVED AS TO FORM:
Q b
Stephen P. Deitsch
City Attorney
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CONCUR:
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ExH[s[T "A"
SCOPE OF SERVICES
SEE ATTACHED
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Santa Anita Reservoir No. 4, Project No. 6272083
City of Arcadia
SCOPE OF WORK
Our field services will be performed in accordance with the latest version of the Standard Speci-
fication for Public Works Construction and project specifications. Based on our understanding of
the proposed construction and our experience with similar projects, we propose to provide the
following scope of services:
• Project coordination, technical support and management, including work scheduling and
review of the project geotechnical reports, plans and specifications.
Attendance at pre- construction meetings and as- needed field meetings.
• Geologic field support to evaluate the suitability of remedial excavation bottoms, and to pro-
vide supplemental recommendations where appropriate.
• Field technician services for field observation and density testing during earthwork including
pad preparation, trench backfili, structure backfill, subgrade preparation, and aggregate
base placement. Our field technician will perform density tests to evaluate fill compaction.
• Field technician services for field sampling and testing during structural concrete placement
including checking slump, temperature, air content, unit weight, yield, and casting concrete
cylinder samples in accordance with the project specifications.
• Field technician services for observation, sampling and density testing during as con-
crete pavement placement.
• Laboratory testing including maximum density /optimum moisture content, sand equivalent,
sieve analysis, Atterberg Limits and concrete compressive strength testing.
• Preparation of daily reports and field memoranda to document the items observed
.Preparation and submittal of a Final As- Graded Report which includes a summary of our
density test results and presents our conclusions regarding the earthwork performed on site.
0 0
Exhibit "B"
SCHEDULE OF SERVICES
NOT APPLICABLE
Um
• •
Exhibit "C"
COMPENSATION
SEE ATTACHED
C -1
•
Santa Anita Reservoir No.4
Project No. 6272083
Material Testing Cost Summary
C�
Task
Nin o and Moore
Qty
Unit
Unit Cost
Cost
Soils
Labor
215
hr
71
15,265
Lab Test
Max Density
4
ea
160
640
Grain Size
2
ea
95
190
Soluable Sulfate
Sand Equivilant
2
ea
80
160
Subtotal
$
16,255
Concrete
Labor
240
hr
71
17,040
100
hr
64
6,400
Lab Test
Compressive Test
240
ea
19
4,560
Mortar and Grout Compression
24
ea
19
456
Shrinkage
$
28,456
Subtotal
Asphalt
Labor
Lab Test
Marshall Density
1
ea
170
170
Atterberg Limit
1
ea
215
215
$
385
Admin
Labor
2
hr
148
296
60
hr
138
8,280
10
hr
92
920
4
hr
76
304
4
hr
56
224
Subtotal
$
10,024
TOTAL
$
55,120
Santa Anita Reservoir No. 4, 4act No. 6272083 •
City of Arcadia
SCHEDULE OF FEES
December 27, 2004
Proposal No. P -12509
Principal Engineer /Geologist/Environmental Scientist ............................................................ ...............................
Senior Engineer /Geologist/Environmental Scientist ............................................................ :..................................
Senior Project Engineer / Geologist/Environmental Scientist ................................................... ...............................
Project Engineer /GeologisUEnvironmental Scientist ............................................................... ...............................
Senior Staff Engineer /Geologist/Environmental Scientist ....................................................... ...............................
Staff Engineer /Geologist/Environmental Scientist ................................................................... ...............................
GISAnalyst .............................................................................................................................. ...............................
FieldOperations Manager ....................................................................................................... ...............................
Pull Test Technician and Equipment ....................................................................................... ...............................
Nondestructive Examination Technician, UT, MT, LP ............................................................ ...............................
SupervisoryTechnician ........................................................................................................... ...............................
Technical Illustrator /CAD Operator................................. _ ..................................... .................................................
Senior Field /Laboratory Technician ......................................................................................... ...............................
Field/Laboratory Technician .................................................................................................... ...............................
ACConcrete Technician ......................................................................................................... ...............................
ConcretelAsphalt Batch Plant Inspector .................................................................................. ...............................
Special Inspector, Reinforced Concrete .................................................................................. ...............................
Special Inspector, Pre - stressed Concrete ............................................................................... ...............................
Special Inspector, Reinforced Masonry ................................................................................... ...............................
SpecialInspector, Structural Steel .......................................................................................... ...............................
SpecialInspector, Welding, AWS ............................................................................................ ...............................
Special Inspector, Fireproofing ................................................................................................ ...............................
Geotechnical /Environmental/Laboratory Assistant ................................................................. ...............................
InformationSpecialist ......... % ..................................................................................................... ...............................
Data Processing, Technical Editing, or Reproduction ............................................................. ...............................
OTHER CHARGES
Expert Witness Testimony ......... ...............................
Coring Machine Usage (includes technician) ...........
Special Preparation of Standard Test Specimens....
Inclinometer Usage ................... ...............................
Vapor Emission Kits ................... ...............................
Reber Locator (Pachometer) ..... ...............................
Nuclear Density Gauge Usage .. ...............................
Field Vehicle Usage ................... ...............................
Direct Project Expenses ............. ...............................
148
144
141
138
124
116
116
92
81
80
79
76
71
71
71
71
71
71
71
71
71
71
64
64
................................................... ............................... $
300 Rtt
................................................... ............................... $
71 /hr
................................................... ............................... $
71 Mr
................................................... ............................... $
32 /hr
................................................... ............................... $
30 /kit
................................................... ............................... $
22 /hr
................................................... ............................... $
12 /hr
................................................... ............................... $
8 /hr
........... - .................................. ............................... Cost plus
15 %
NOTES (Field Services)
For field and laboratory technicians and special inspectors, regular hourly rates are charged during normal weekday
construction hours. Overtime rates at 1.5 times the regular rates will be charged for work performed outside normal con-
struction hours and all day on Saturdays and Sundays. Rates at twice the regular rates will be charged for all work in
excess of 12 hours in one day or on holidays. Lead time for any requested service is 24 hours. Field Technician rates
are based on a 2 -hour minimum. Special inspection rates are based on a 4 -hour minimum for the first 4 hours and an 8-
hour minimum for hours exceeding 4 hours. Field personnel are charged portal to portal.
INVOICES
Invoices will be submitted monthly and are due upon receipt. A service charge of 1.0 percent per month may be charged
on accounts not paid within 30 days.
P -12509 9 PYJ'9Y® &/{ QQ P
Santa Anita Reservoir No. 4, *act No. 6272083
City of Arcadia
• December 27, 2004
Proposal No. P -12509
SCHEDULE OF FEES FOR LABORATORY TESTING
Laboratory Test, Test Designation, and Price Per Test
Sails
Concrete
Afterberg Limits, D 4318, CT 204 .......... ..............................$
130
Cement Analysis Chemical and Physical, C 109.........................$
1,500
California Bearing Ratio (CBR), D 1883 ..............................$
400
Compression Tests, 6x12 Cylinder, C 39....... ..............................$
19
Chloride and Sulfate Content, CT 417 & CT 422 ...............$
120
Concrete Mix Design Review, Job Spec .... ....................... ...........
$
125
Consolidation, D 2435, CT 219 ............. ..............................$
250
Concrete Mix Design, per Trial Batch, 6 cylinder, ACI .................
$
675
Consolidation —Time Rate, D 2435, CT 219 ......................
$
60
Concrete Cores, Compression (excludes sampling), C 42.........$
50
Direct Shear — Undisturbed, D3080 ..... ..............................$
225
Drying Shrinkage, C 157 ...............................................................
$
225
Direct Shear— Remolded, D 3080 ........ ..............................$
260
Flexural Test, C 78 ................................................. ... ......... ...........
$
45
Durability Index, CT 229 ........................ ..............................$
140
Flexural Test, C 293 .......... — ................ .........................................
$
50
Expansion Index, D 4829, UBC 18-2 .... ..............................$
150
Flexural Test, CT 523 ... ................................ ...................... ...........
$
55
Expansion Potential (Method A), D 4546 ............................$
130
Gunite/Shotcrete, Panels, 3 cut cores per panel and test, ACI..$
225
Expansive Pressure (Method C), D 4546 ...........................$
130
Jobsite Testing Laboratory ............................. ...............................
Quote
Geofabric Tensile and Elongation Test, D 4632 .................$
150
Lightweight Concrete Fill, Compression, C 495...........................$
35
Hydraulic Conductivity, D 5084 ............. ..............................$
275
Petrographic Analysis, C 856......................... ..............................$
1,000
Hydrometer Analysis, D 422, CT 203 ... ...............................
$
175
Splitting Tensile Strength, C 496 .................... ..............................$
70
Double Hydrometer Analysis, D 422, CT 203 .....................$
270
Moisture, Ash, & Organic Matter of Peat/Organic Soils ......
$
100
Moisture Only, D 2216, CT 226 ............ ...............................
$
25
Moisture and Density, D 2937 ............... ..............................$
35
Reinforcing and Structural Steel
Permeability, CH, D 2434, CT 220 ........ ..............................$
210
Fireproofing Density Test, UBC 7 -6 ............... ..............................$
50
pH and Resistivity, CT 643 .................... ..............................$
125
Hardness Test, Rockwell, A- 370 ....................................... ...........
$
45
Modified Proctor Density D 1557, D 698, CT 216, &..........$
160
High Strength Bolt, Nut & Washer Conformance, set, A- 32 ........
$
110
AASHTO T -180 (Rock corrections add $80)
R- value, ui 2844. CT 301 ...................... ...............................
$
225
Mechanically Spliced Reinforcing Tensile Test, ACI ...................$
85
Sand Equivalent, D 2419, CT 217 ......... ..............................$
80
Pre-Stress Strand (7 wire), A 416............ .............................., ......$
125
Sieve Analysis, D 422, CT 202 .............. ..........................I...$
100
Chemical Analysis, A -36, A- 615 .................... . ................... ..........
.$
110
Sieve Analysis, 200 Wash, D 1140, CT 202 .......................$
80
Reinforcing Tensile or Bend up to No. 11, A 615 & A 706.........$
45
Specific Gravity, D 854 .......................... ..............................$
80
Structural Steel Tensile Test: Up to 200,0001bs.
Tdaxial Shear, C.D., three points, CT 230 ..........................$
375
(machining extra), A 370 ................................................... .. ........
Welded Tensile Test: Up to No. bars, ACI
$
60
50
Triaxial Shear, C.U., three points, D 4767, CT 230............$
350
Reinforcing 11 ..........$
Tdaxial Shear, U.U., one point, D 2850, CT 230 ................$
150
Asphalt Concrete
Unconfined Compression, D 2166, CT 221 ........................$
165
Asphalt Mix Design, Caltrans ........................ ...................... .... ......
$
2,000
Wax Density, D 1188 ............................. ..............................$
80
Asphalt Mix Design Review, Job Spec ........... ..............................$
135
Roofing
Extraction, % Asphalt, induding Gradation, D 2172, CT 310......$
195
Built -up Roofing, cut -out samples, D 2829_ ........................
$
150
Film Stripping, CT 302 ...................................... ................. ...........
Hveem Stability and Unit Weight CTM or ASTM, CT 366..........$
$
90
175
Roofing Materials Analysis, D 2829 ...... ..............................$
450
Marshall Stability, Flow and Unit Weight, T- 245 ................ ..........
$
195
Roofing Tile Absorption, (set of 5), UBC 15- 5 .....................$
175
Maximum Theoretical Unit Weight, D 2041 ... ..............................$
110
Roofing Tile Strength Test, (set of 5), UBC 15- 5 ................$
175
Swell, CT 305 .................................................. ..............................$
150
Mason
Unit Weight sample or core, D 2726, CT 308 ..............................$
80
Brick Absorption, 24 -hour submersion, C 67 ......................$
40
Aggregates
Brick Absorption, 5 -hour boiling, C 67 ... ..............................$
50
Absorption, Coarse, C 127— ...... ...................................... . .......
.1
30
Brick Absorption, 7-day, C 67 ................ ..............................$
55
Fine. 128.. ..............................$
30
Brick Compression Test, C 67. .............. ..............................$
40
40
r arti..les,......42.......
Clay Lumps and Friable Particles, C 142....... ..............................$
lay Lump
95
Brick Efflorescence, C 67 ....................... ..............................$
Cleanness Value, CT 227 ...........
$
110
Brick Modulus of Rupture, C 67 ............. ..............................$
35
..................................................
Crushed Particles, CT 205 ............ ...........
$
130
Bride Moisture as received, C 67 ........... ..............................$
30
.............................. ____
Durability, Coarse, CT 229 ............... ................................ .............
It
120
Bride Saturation Coefficient, C 67 .......... ..............................$
45
Durability, Fine, CT 229 ..................................
120
Concrete Block Compression Test, 8x8x16, C 140............$
55
..............................$
Los Angeles Abrasion, C 131 or C 535..........
165
Concrete Block Conformance Package, C 90 ....................$
400
4
..............................$
Mortar making properties of fine aggregate, C 87.......................$
250
Concrete Block Linear Shrinkage, C 426 ............................$
Organic Impurities, C 40 . ....................... .i ..........
$
50
Concrete Block Unit Weight and Absorption, C 140...........$
50
Potential Reactivity cal.........od),.......89
Aggregate (Chemical Method), C 289.....$
350
Cores, Compression or Shear Bond, CA Code ..................$
50
Sand Equivalent, CT 217 .....................136..... ..............................$
Equivalent, CT
80
Masonry Grout, 3x3x6 prism compression, UBC 21- 18.....$
25
Sieve Analysis, Coarse Aggregate, C 136 ..... .......................:......$
95
Masonry Mortar, 2x4 cylinder compression, UBC 21- 16....$
25
Sieve Analysis, Fine Aggregate (including wash), C 136............$
95
Masonry Prism, half size, compression, UBC 21- 17 ....... ...$
100
Sodium Sulfate Soundness (per size fraction), C 88 ...................$
145
Specific Gravity, Coarse, C 127 ...................... ..............................$
65
Specific Gravity, Fine, C 128 .......................... ...... ........................$
75
Special preparation of standard test specimens will be charged at the technician's hourly rate.
Nino & Moore is accredited to perform the AASHTO equivalent of many ASTM test procedures.
P -125D 10 °°dray® & y p ® ®9 e