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CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE. �
This Agreement is made and entered into this /7t j day of 1 AY1A(A1rJ 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 Metcalf & Eddy, Inc. a Delaware Corporation with its
principal place of business at 999 Town and Country Rd., Orange, CA 92868 ( "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 construction management
and inspection 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 construction management and
inspection 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: Ashok Dhingra.
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3.2.5 City's Representative. The City hereby designates Pat Malloy, Public
Works Services Director, or his or her designee, to act as its representative for the performance
of this Agreement ( "City's Representative "). City's Representative shall have the power to act
on behalf of the City for all purposes under this Contract. Consultant shall not accept direction
or orders from any person other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Ashok
Dhingra, 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 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 Liabilitv. The automobile liability policy shall
be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and
volunteers shall be covered as additional insureds with respect to the ownership, operation,
maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the
Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be
primary insurance as respects the City, its directors, officials, officers, employees, agents and
volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's
scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its
directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's
insurance and shall not be called upon to contribute with it in any way.
(C) Workers' Compensation and Employers Liability
Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors,
officials, officers, employees, agents and volunteers for losses paid under the terms of the
insurance policy which arise from work performed by the Consultant.
(D) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be, reduced or canceled except
after thirty (30) days prior written notice by certified mail, return receipt requested of
cancellation, of intended non - renewal or endorsement reduction in limit or scope of coverage;
provided, however, that in the event of cancellation due solely to non - payment of premium, ten
(10) days notice of cancellation for non - payment of premium may instead be given to the City.;
and (B) any failure to comply with reporting or other provisions of the policies, including
breaches of warranties, shall not affect coverage provided to the City, its directors, officials,
officers, employees, agents and volunteers.
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3.2.10.5 Separation of Insureds: No Special Limitations. All
insurance required by this Section shall contain standard separation of insureds provisions. In
addition, such insurance shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self - Insurance Retentions. Any
deductibles or self - insured retentions must be declared to and approved by the City. Consultant
shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate
such deductibles or self - insured retentions as respects the City, its directors, officials, officers,
employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing
payment of losses and related investigation costs, claims and administrative and defense
expenses.
3.2.10.7 Acceptability of Insurers. Insurance is to be placed with
insurers with a current A.M. Best's rating no less than A:VIII, admitted 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 TWO HUNDRED SEVENTY
THOUSAND AND NO CENTS ($270,000.00) without written approval of City's Public Works
Services Director. Extra Work may be authorized, as described below, and if authorized, will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 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:
Metcalf & Eddy, Inc.
999 Town and Country Rd.
Orange, CA 92868
Attn: Ashok Dhingra
City:
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 Propert y. This
Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or
sublicense any and all copyrights, designs, and other intellectual property embodied in plans,
specifications, studies, drawings, estimates, and other documents or works of authorship fixed in
any tangible medium of expression, including but not limited to, physical drawings or data
magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be
prepared by Consultant under this Agreement ( "Documents & Data "). Consultant shall require
all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license
for any Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all Documents &
Data. Consultant makes no such representation and warranty in regard to Documents & Data
which were prepared by design professionals other than Consultant or provided to Consultant by
the City. City shall not be limited in any way in its use of the Documents and Data at any time,
provided that any such use not within the purposes intended by this Agreement shall be at City's
sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans,
procedures, drawings, descriptions, computer program data, input record data, written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for any
purposes other than the performance of the Services. Nor shall such materials be disclosed to
any person or entity not connected with the performance of the Services or the Project. Nothing
furnished to Consultant which is otherwise known to Consultant or is generally known, or has
become known, to the related industry shall be deemed confidential. Consultant shall not use
City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or
the Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be necessary,
appropriate or convenient to attain the purposes of this Agreement.
3.5.5 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 attomey'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,
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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 City's Right to Employ Other Consultants. City reserves right to employ
other consultants in connection with this Project.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without the
prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,
hypothecates or transferees shall acquire no right or interest by reason of such attempted
assignment, hypothecation or transfer.
3.5.12 Construction; References; Captions. Since the Parties or their agents have
participated fully in the preparation of this Agreement, the language of this Agreement shall be
construed simply, according to its fair meaning, and not strictly for or against any Party. Any
term referencing time, days or period for performance shall be deemed calendar days and not
work days. All references to Consultant include all personnel, employees, agents, and
subcontractors of Consultant, except as otherwise specified in this Agreement. All references to
City include its elected officials, officers, employees, agents, and volunteers except as otherwise
specified in this Agreement. The captions of the various articles and paragraphs are for
convenience and ease of reference only, and do not define, limit, augment, or describe the scope,
content, or intent of this Agreement.
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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 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap, ancestry,
sex, sexual orientation or age. Such non - discrimination shall include, but not be limited to, all
activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination. Consultant shall also comply with all relevant provisions of
City's Minority Business Enterprise program, Affirmative Action Plan or other related programs
or guidelines currently in effect or hereinafter enacted.
3.5.19 Labor Certification. By its signature hereunder, Consultant certifies that it
is aware of the provisions of Section 3700 of the California Labor Code which require every
employer to be insured against liability for Worker's Compensation or to undertake self -
insurance in accordance with the provisions of that Code, and agrees to comply with such
provisions before commencing the performance of the Services.
3.5.20 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party
warrants that the individuals who have signed this Agreement have the legal power, right, and
authority to make this Agreement and bind each respective Party.
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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
By: w"nmot
William R. Kelly
City Manager
Dated: �- h 2005
TEST:
City Clerk
APPROVED AS TO FORM:
Stepheh P. Deitsch
City Attorney
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METCALF & EDDY, INC.
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IIGe A- esldew-
[Title]
CONCUR:
Department ad Date
EXHIBIT "A"
SCOPE OF SERVICES
ATTACHED
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City of Arcadia Construction Management and Resident Engineering Services Proposal A Page 16 �!
start so nmsn•ror
upgrading the City's
Reservoir.
These same
individuals will be
the focus group from
start to finish.
Collaborative problem
solving including input
from the City will be
used to achieve a
multiparty goal and to
work together to
develop a mutually
acceptable Reservoir.
The Construction
Manager will institute an
enlightened approach to
accomplishing an owner_
oriented end result using
a system of motivating
concepts and principles
for achievement.
sc®ue °61° ®rk
The City has requested that as a minimum, a full -time
resident engineer/ inspector be on -site for the duration of
the construction.
Construction Report
Daily Construction reports are written documents with two
main purposes: (1) they furnish information to off -site
persons who need and have a right to know important details
of events as they occur daily, and (2) they furnish historical
documentation that might later have a legal bearing in case
of dispute. Daily reports will be as factual and impersonal as
possible, free from the expression of personal opinions and
feelings. Each report will be numbered to correspond with
the working days established on the Contractor's progress
schedule. In the event of no -work days, a daily report will
still be made, stating "no work today due to rain, strike, or
other causes. The report will includes a description of the
weather; a record of the total number of employees,
subcontractors by name, work started and completed today,
---1 equipment on the job site, materials delivered that day to
the job, job progress today, names and titles of visitors, accidents and /or safety
meetings, and a remarks column for other job related information.
The Resident Engineer will collect the Contractor's Daily Construction Report. The
Resident Engineer will add his own Field Work Construction Report. This report will
verify the elements of the Contractor's Daily Construction Report and note any
discrepancies, and record inspections made with their disposition on the inspected
element of construction.
Company Confidential . Trade Secret and Proprietary Information of Metcalf ft Eddy, Inc,
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City of Arcadia Construction Management and Resident Engineering Services Proposal s Page 17 W6
Construction Schedule and Costs
The Contractor is responsible for providing a schedule including a Baseline
Schedule to track the project. Additionally, his Schedule -of- Values should be tied
to these schedules and a Critical Path identified. The Critical Path is the
continuous chain of activities from project -start to project- finish, whose durations
cannot be exceeded if the project is to be completed on the project- finish date. A
sequence of activities that collectively require the longest duration to complete
(the duration of the sequence is the shortest possible time from the start event to
the finish event). Activities on the critical path have no slack time. In order to
Supporting the
Construction
Director and
Construction
Manager is an
experienced staff
for Construction
Management and
Resident
Engineering
Services.
ensure that the construction progress stays on schedule, the
Critical Path will be monitored on a weekly basis for the duration
of this project. The Construction Manager will notify the
Contractor and the City via a memo and a follow -up phone call(s)
should the project's critical path become jeopardized or project
costs become an issue. This will keep the City informed as to the
actual progress of the project and alert them if anything serious
develops that would potentially extend the construction duration.
Requests for Information, Shop Drawings, and Field Orders
Requests for Information (RFI's) typically are generated by the
Contractor or one if it's subcontractors to gain information
relating to the construction of a particular element. RFI's are
generated for a various reasons including the Contractor's desire
to perform the construction differently than intended by the
Contract Documents, as well as to point out conflicts or
insufficient information within the Contract Documents. The
Resident Engineer will receive, log, and track each RFI when the
Contractor generates it. The Resident Engineer will determine the
nature of the RFI, and assign and send it to the Project Manager of
the Engineer -of- Record's who in turn will receive direction from
the discipline involved (i.e. civil, mechanical, electrical,
structural, architectural, instrumentation). The Resident Engineer
will also determine if the response to the RFI is critical in nature or response time
and direct the Project Manager of the Engineer -of- Record to respond before this
time so that the RFI may be routed back to the Contractor within the timeframe.
The Resident Engineer monitors the progress of the RFI and will log the return date
and a summary of the issue and response as well. The Resident Engineer will then
issue the response back to the Contractor. The Resident Engineer will monitor
field progress to ensure that the response to the RFI is appropriately carried out
should it affect the construction of the project.
Shop drawings are generated by the Contractor to provide detailed information on
material and equipment suppliers demonstrating that the item provided meets the
requirements of the contract documents. The Resident Engineer will receive each
shop drawing and enter each into a shop drawing log. The resident Engineer will
then assign and send the shop drawing to the Project Manager of the Engineer -of-
Company Confidential • Trade Secret and Proprietary Information of Metcalf & Eddy,
City of Arcadia Construction Management and Resident Engineering Services Proposal ♦ Page 18 &Eft
Record. Upon receiving the reviewed shop drawings, the Resident Engineer will
log the return date and the status of the shop drawing (Accepted, Accepted as
Noted, Amend and Resubmit, or Rejected are the usual status items for shop
drawings) and return the shop drawings to the Contractor. The Resident Engineer
will monitor field progress to ensure that the responses to the shop drawings are
appropriately carried out should it affect the construction of the project.
A Field Order is a written order issued to a contractor by the owner, or owner's
representative, i.e., A/E design professional, effecting a minor change or
clarification with instructions to perform work not included in the contract for
construction. The work may eventually become a Change Order. A Field Order is
an expedient process used in an emergency or need situation, which in many cases
does not involve an adjustment to the contract sum or an extension of the
contract time. Field orders will be processed and logged in a fashion similar to
RFI's
For all communications between the Contractor and the Engineer -of- Record
including shop drawings, RFI's, Field Orders, and memos, the Resident Engineer
will log the communication and place a copy in the Field Office. Logs will be
forwarded to the City on a monthly basis for their review.
Quality Control
Quality Control (QC) is part of the Quality Assurance procedure that determines if
specified quality is attained during the construction progress. The Resident
Engineer will monitor daily the quality of the work and judge them against the
standards as set by the Contract Documents and recorded in the Resident
Engineer's Daily Log. The Construction Manager will develop jointly with the City
acceptable method of dealing with QC issues prior to the onset of construction.
These written procedures usually encompass notices to the Contractor should the
contractor fail to achieve the level of quality intended by the Contract
Documents. Notices are usually in the form of verbal warnings, written warnings,
and citations. The Resident Engineer will log and track each QC issue and its
resolution.
Construction Safety
Safety is the primary responsibility of the Contractor. However, no individual,
firm, or public agency is exempt from this responsibility should they have the
opportunity to prevent an accident from happening. To mitigate any safety issues
that may arise and place Metcalf and Eddy as well as the City in an adverse
position or immanent danger for workers, the Resident Engineer will monitor and
inform the Contractor of any observed unsafe activity. The Contractor will be
notified and issued a formal written warning by the Resident Engineer and a copy
of this will be sent to the City.
In keeping the best interests of the City in mind, to help avoid costly delays, as
well as litigation fees should a construction accident occur, we recommend that
the City and Contractor sign up for Cal -OSHA voluntary safety inspection program.
Company Confidential • Trade Secret and Proprietary Information of Metcalf & Eddy, Inc.
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City of Arcadia Construction Management and Resident Engineering Services Proposal ♦ Page 19 MIL
Under this program, Cal -OSHA would visit the site on an agreed upon date and
observe the construction. Any problems will be brought to the direct attention of
the Contractor and the Contractor is then obligated to fix the safety issues. Under
this voluntary program, Cal -OSHA waives their right to fine the Contractor or the
offending individual providing the safety situation is promptly corrected. A copy
of Cal /OSHA's On -Site Consultation Brochure is included in the appendix for the
City's reference.
Construction Meetings .
The Resident Engineer will attend all construction meetings. Whenever possible,
the Construction Manager will also attend bi- weekly meetings or special meetings.
Should a critical item require the direct attention of Construction Manager or need
to be escalated to a level beyond the Resident Engineer, and the Construction
Manager is not on -site; the Construction Manager will attend via telephone
conference. All meetings will be followed by meeting minutes distributed to the
Contractor, the Engineer -of- Record, and the City. The Construction Manager will
update in advance of the monthly meeting that the Engineer -of- Record attends to
keep the Engineer -of- Record informed as to any key items that may require his
input at these meetings.
Construction Communications
For all communications between the Contractor and the Engineer -of- Record
including shop drawings, RFI's, Field Orders, QC issues, minutes, and memos, the
Resident Engineer will log the communication and place a copy in the Field Office.
Logs will be forwarded to the City on a weekly basis for their information. Logs
will show the status of each item and the responsibility for completion.
Construction Management
Metcalf Et Eddy will provide full -time site management of all construction
activities during the course of the work including but not limited to, pre -
construction project organization, work schedule compliance, prepare and
maintain submittal schedule, maintain daily activities log, perform periodic
prevailing wage interviews, ensure on -site compliance with plans and
specifications, coordinate activities between the Contractor, inspectors, material
testing, City personnel, and outside agencies, facilitate overall site maintenance
and coordination.
Resident Engineering Services
Metcalf & Eddy will provide inspection as needed a directed by the Construction
Manager of all critical components of the structural and mechanical aspects of the
project. Ensure all work performed by the Contractor and Sub- Contractors meets
the requirements of the Contract Documents. Maintain accurate inspection logs
and written communication of all findings, corrections, and approval of work
submitted on a daily basis to the Construction Manager.
Company Confidential • Trade Secret and Proprietary Information of Metcalf & Eddy, Inc.
of Arcadia Construction Management and Resident Engineering Services Proposal a Page 20 .eemu&Eaey
Resident Engineer's daily and weekly reports will be distributed once a week to
the Engineer -of- Record and the City. The resident engineering services will be
performed on a full time basis (40 hours per week) during normal working hours for
the project. The Resident Engineer will act as directed by and under the
supervision of the Construction Manager and will confer with the Construction
Manager regarding his actions. The Resident Engineer's dealings in matters
pertaining to the work will generally be only with the Construction Manager,
Contractor, the Engineer -of- Record, and the City Staff. Dealings with Contractor's
subcontractors will only be through or with the full knowledge of the Contractor.
Written communication with the City will only be through or as directed by the
Construction Manager. The Resident Engineer wilt have the following duties and
responsibilities.
1. Prepare and conduct a pre- construction conference for the project
2. Coordinate with the City the issuance of the Notice to Proceed.
3. Process shop drawing submittals and schedule of values prepared by the
Contractor.
4. Review the progress schedules prepared by the Contractor.
5. Schedule and hold Pre- Construction conference. Arrange a schedule of
progress meeting s and other job conferences as required in consultation
with the Construction Manager and notify in advance those who are expect
to attend. Attend progress meetings held by the Contractor and maintain
and circulate copies of minute's thereof.
6. Process shop drawings and samples furnished by the Contractor
7. Process Requests for Information.
8. Provide Construction Communication Logs
9. Conduct on -site observations of the work in progress to assist the
Construction Manager in determining if the work is proceeding in
accordance with the Contract Documents.
10. Coordinate inspection of the project to assure that the project is
constructed in accordance with the Contract Documents. Maintain a log of
all discrepancies and their corrections.
11. Monitor and review the construction schedule submitted by the Contractor.
12.Verify that tests, equipment, and systems startups and operating and
maintenance instructions are conducted as required by the Contract
Documents and in the presence of the required personnel, and that the
Contractor maintains adequate records thereof.
13.Transmit to the Contractor the Engineer -of- Record's clarifications and
interpretations of the Contract Documents.
14. Consider and evaluate the Contractor's suggestions for modifications to the
Contract Documents and report them with recommendations to the
Engineer -of- Record.
15. Review applications for payment with the Contractor for compliance with
the established procedure for their submittal and forward them with
recommendations to the Construction Manager, noting particularly their
relation to the schedule of values, work completed, and materials and
equipment delivered at the site but not incorporated in the work.
Company Confidential • Trade Secret and Proprietary Information of Metcaff & Eddy, Inc.
City of Arcadia Construction. Management and Resident Engineering Services Proposal A Page 21
16. Verify that certificates, maintenance and operation manuals, and other
data required to be assembled and furnished by the contractor are
applicable to the items actually installed.
17. Coordinate the review and compiling of the manufacturer's 0 &M for the
equipment and material installed on the project. Assure that all
manufacturers' 0 &M Manuals are packaged and delivered to the City as
specified in the Contract Documents.
18. Prepare a list of all spare parts to be turned over to the City and coordinate
their transfer from the Contractor to the City.
19. Conduct final inspection in the company of the Construction Manager, the
Engineer -of- Record, the City, and the Contractor, and prepare a punch list
of items to be completed or corrected.
20. Before the Construction Manager prepares a notice of completion, as
applicable, verify that the Contractor has corrected the punch list items.
21. Monitor that the Contractor is keeping good records of as -built conditions
for incorporation of these conditions into the Engineer -of- Record's record
documents. Review the Contractor's record drawings for completeness and
transmit them to the Engineer -of- Record for preparation of As -Built
Drawings
22. Prepare and furnish to the City daily construction reports, documentation
the Contractor's activities and progress as observed by the Resident
Engineer.
23.Maintain Logs of all conformation tests completed for the project.
Coordinate with the City's Material inspection and testing Lab to assure that
all conformation testing as required by the contract Documents is
completed and approved.
24. Coordinate activities of the soils and materials testing services (services
furnished by the City), including concrete sampling and testing, materials
testing, soils compaction testing and weld tests. Distribute copies of all
compliance testing to the Engineer -of- Record and the City from the testing
Lab(s). NEWHOUN
Ensuring Ongoing Operations are Maintained
Metcalf & Eddy is aware that there is a separate
facility at the construction site that must remain I —
on -line and functional during construction. M &E is
committed to ensuring that the construction
Re-SubAttal Process i
activities of this project will have a minimum Regvireq
impact to the ongoing operations of the reservoir i
the surprises are avoided at all costs. We believe 1
this can be best achieved through a complete L
understanding of the details, and through detailed
planning and effective communication. M &E will
promote our theme for this project, "Construction without Disruption"
to support the required continuous operation of the reservoir in serving
the City. In addition, we will focus on the planning and effective
execution of tasks to effectively serve the City's staff in
Company Confidential • Trade Secret and Proprletary Information of Metcalf & Eddy, Inc.
s
City of Arcadia Construction Management and Resident Engineering Services Proposal -6 Page 22 �6E*
resolving critical issues. We will proactively address potential issues in the weekly
progress meetings as well as all other meetings and track them utilizing the "ball
in court" concept, thus ensuring that the critical items are discussed weekly and
tracked. MEtE will require the Contractor to confirm location of all utility crossings
prior to construction in each area, thereby eliminating the potential interruptions
due to utility conflicts. In addition, where tie -ins must be made to existing
operating facilities, MH will require the Contractor to submit a "System Outage
Request" with a detailed plan of the proposed operation for review and or
approval by the City, the Engineer -of- Record, and the Construction Management
team. Once approved, the Contractor will be required to conduct a rehearsal of its
proposed plan to ensure that all concerns have been addressed prior to initiating
the actual tie -in process. Execution of this plan will be done in a team work
manner with all participants being satisfied that safety, startup, contingency and
construction objectives are met thus ensuring that the new facilities operate
satisfactorily and that there are no capacity or operational problems.
General Administrative Work
Metcalf Et Eddy will provide administration services as needed to support the work
of the Construction Manager and Site Inspector (Resident Engineer), including, but
not limited to preparation of reports and meeting minutes, review of contract
submittals, progress payment requests, certified payroll reports, minority and
disadvantaged business reports, request for information, request for change order,
or communications between Contractor and the Project Management staff.
•
Exhibit "B"
SCHEDULE OF SERVICES
NOT APPLICABLE
IM
Cl
0
Exhibit "C"
COMPENSATION
ATTACHED
C -1
0
WaS
I City of Arcadia Construction Management and Resident Engineering Services Proposal ♦ Page 23 &Ed&,
Fee
The following assumptions have been made for providing services for the 420
calendar day duration of the contract starting in February 2005.
Resident Engineer/ Inspector (Full -Time)
Construction Manager (6 hours /week average)
Construction Director (5 hours /month average)
Office /Clerical Support (3 -4 hours /week average)
Resident Engineer/ Inspector time in excess of 8 hours per day will be considered
additional work.
Based on these assumptions, we propose a fixed fee of $270,000.
Monthly invoices of equal amount based on the fourteen month duration will be
sent based on this amount or proportionally for a part of the month as the case
may be.
Fee f ®r Additional Work
Hourly rates for any additional work during the Calendar Year 2005 are as follows:
Resident Engineer/ Inspector
$70
Construction Manager
$140
Construction Director
$245
Office /Clerical Support
$60
Rates for any additional work in CY 2006 will be established in December 2005,
based on the new raw tabor rates in effect at that time.
Other categories of labor not listed above will be charged in accordance with the
attached hourly rate schedule.
Other Direct Costs will be billed in accordance with the fees, terms, and
conditions as shown below:
Mileage at the rate of $0.45 /mile
A service center fee of $10 /hour to pay for communications charges for cell
phones, pagers, laptops, faxes, and day -to -day copies necessary for the
prosecution of work will be billed in monthly invoices. The service center
fee is charged for all hours of Consultant and Sub - consultant staff and any
outside services such as temporary secretarial labor.
Company Confidential . Trade Secret and Proprietary Information of Metcalf & Eddy, Inc.
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City of Arcadia Construction Management and Resident Engineering Services Proposal ♦ Page 24 �`
Billings for additional work will be based on the above labor rates and
markup as follows on sub - consultants and outside vendors and other direct
costs as follows:
Subcontractors- Cost plus 15%
Other Direct Costs -Cost plus 15%
CADD Equipment $15 /hr
Company Confidential • Trade Secret and Proprietary information of Metcalf & Eddy, Inc.
•
Metcalf & Eddy, Inc.
W6 S 2005 Billing Rates
Metcalf & Eddy (Rates increase after January 1, 2006)
CONSULTING / ENGINEERING
Proj Dir ! Principal/ Sr Tech Dir (Gr E09-El 0)
Sr Proj Mgr / Sr Tech Spec II (Gr E08)
Proj Mgr / Sr Proj Sci II or Eng II / Sr Tech Spec 1 / Sr Proj Des Eng II (Gr E07)
Sr Proj Sci I or Sr Proj Eng I /Tech Spec II / Sr Proj Des Eng I (Gr E06)
Proj Sci II or Proj Eng II / Tech Spec I / Sr Des Eng II (Gr E05)
Proj Sci I or Proj Eng I / Sr Sci 11 or Sr Eng 11 / Tech Spec I / Sr Des Eng I (Gr E04)
Sr Sci I or Sr Eng I / Des Eng 11 (Gr E03)
Sci II or Eng 11 / Des Eng I / Spec II (Gr E02)
Sci I or Eng I / Proj Asst / Spec I (Gr E01)
DESIGN AND DRAFTING
Sr Tech III / Sr Designer II (Gr N05)
Sr Tech II / Sr Designer I (Gr N04)
Sr Tech I / Sr Designer / Sr Drafter (Gr NO3)
Tech 11 / Drafter (Gr NO2)
Eng Aide (Gr N01)
PROJECT SUPPORT SERVICES
Paralegal/ Sr Coordinator/ Sr Clerk II (Gr N04)
Sr Secr or Admin Asst / Coordinator II / Sr Clerk I (Gr NO3)
Secretary / Coordinator / Clerk II (Gr NO2)
Clerk I (Gr NO1)
OTHER COSTS
Subcontractors
Other Direct Costs
CADD Equipment
Service Center Charge
HOURLY RATE
234
191
151
138
114
104
95
87
82
111
83
68
52
47
80
68
52
47
Cost plus 15%
Costs plus 15%
$15 /hr
$10 /hr
2005RATES.xis